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

Summary

The Scotts Miracle-Gro Company has informed the SEC that, as of its 2010 Annual Report filing, it has no long-term debt instruments exceeding 10% of its total consolidated assets, except those already filed or referenced in the report. The company agrees to provide the SEC with copies of any other such debt agreements upon request, as required by SEC regulations. This letter is signed by the company's Executive Vice President and Chief Financial Officer.

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EX-4.4 2 l40692exv4w4.htm EX-4.4 exv4w4
Exhibit 4.4
November 24, 2010
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, 2010
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, 2010 (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   
  Executive Vice President and Chief Financial Officer   
 
14111 Scottslawn Road Marysville, OH 43041 ###-###-####
www.scotts.com