Undertaking Letter to SEC Regarding Long-Term Debt Instruments – The Scotts Miracle-Gro Company

Contract Categories: Business Finance › Waiver Agreements
Summary

The Scotts Miracle-Gro Company, through this letter to the Securities and Exchange Commission, confirms that it has no outstanding long-term debt instruments or agreements, other than those already filed or referenced in its Annual Report on Form 10-K, that exceed 10% of its total consolidated assets. The company also agrees to provide the SEC with copies of any such instruments or agreements not filed, if requested. This letter is signed by the company's Chief Financial Officer.

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EX-4.3 2 exhibit43-letterdated11x20.htm EXHIBIT 4.3 EXHIBIT4.3-Letterdated11-20-12


Exhibit 4.3


November 20, 2012


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:
The Scotts Miracle-Gro Company – Annual Report on Form 10-K for the fiscal year ended September 30, 2012

Ladies and Gentlemen:
The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts Miracle-Gro”), is today filing its Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the “Form 10-K”).
Neither Scotts Miracle-Gro nor any of its consolidated subsidiaries has outstanding any instrument or agreement with respect to its long-term debt, other than those filed or incorporated by reference as an exhibit to the Form 10-K, under which the total amount of long-term debt authorized exceeds ten percent (10%) of the total assets of Scotts Miracle-Gro and its subsidiaries on a consolidated basis. In accordance with the provisions of Item 601(b)(4)(iii) of SEC Regulation S-K, Scotts Miracle-Gro hereby agrees to furnish to the SEC, upon request, a copy of each such instrument or agreement defining the rights of holders of long-term debt of Scotts Miracle-Gro or the rights of holders of long-term debt of one of Scotts Miracle-Gro’s consolidated subsidiaries, in each case which is not being filed or incorporated by reference as an exhibit to the Form 10-K.
Very truly yours,

THE SCOTTS MIRACLE-GRO COMPANY

/s/ David C. Evans

David C. Evans
Chief Financial Officer and Executive Vice President, Strategy and Business Development



14111 Scottslawn Road Marysville, OH 43041 ###-###-####
www.scotts.com