Agreement to Furnish Copies of Instruments and Agreements Defining Rights – The Scotts Miracle-Gro Company to SEC
The Scotts Miracle-Gro Company agrees to provide the U.S. Securities and Exchange Commission (SEC) with copies of any instruments or agreements defining the rights of holders of its long-term debt, or that of its consolidated subsidiaries, upon request. This applies to documents not already filed or incorporated by reference in the company's annual report for the fiscal year ended September 30, 2011. The agreement ensures the SEC can access these documents if needed for regulatory purposes.
Exhibit 4.3
November 23, 2011
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, 2011 |
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, 2011 (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
