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, aside from those already filed or referenced in its 10-K, it has no long-term debt agreements exceeding 10% of its total assets. The company agrees to provide the SEC with copies of any such debt instruments not filed, if requested. This letter is signed by the company's Executive Vice President and Chief Financial Officer and relates to compliance with SEC regulations for disclosure of significant debt agreements.

EX-4.0 4 l23626aexv4w0.htm EX-4(O) EX-4(0)  

Exhibit 4(o)
December 14, 2006
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, 2006
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, 2006 (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 Regulation S-K, Scotts Miracle-Gro hereby agrees to furnish to the Commission, upon request, a copy of each such instrument or agreement defining the rights of holders of long-term debt of Scotts Miracle-Gro or of holders of long-term debt of one of Scotts Miracle-Gro’s consolidated subsidiaries, 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