Exhibit 10.4
CONFORMED COPY
ASSUMPTION AGREEMENT
ASSUMPTION
AGREEMENT, dated as of March 18, 2005, made by THE SCOTTS
MIRACLE-GRO COMPANY, an Ohio corporation, (the “
Additional Grantor ”), in favor of JPMorgan Chase
Bank, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent (in such capacity, the “
Administrative Agent ”) for the banks and other
financial institutions (the “ Lenders ”) parties
to the Credit Agreement referred to below. Capitalized terms used
but not defined herein shall have the meanings given such terms in
the Credit Agreement.
W I T N E S
S E T H :
WHEREAS, in
connection with the Second Amended and Restated Credit Agreement,
dated as of October 22, 2003 (as amended by the First
Amendment, dated as of August 13, 2004, and the Second
Amendment, dated as of November 5, 2004, the “ Credit
Agreement ”) by and among The Scotts Company (“
Scotts ”), certain subsidiaries of Scotts party
thereto, the Lenders, and Administrative Agent, Scotts and certain
of its Affiliates (other than the Additional Grantor) have entered
into the Borrower and Domestic Subsidiary Guarantee and Collateral
Agreement, dated as of December 4, 1998 (as amended,
supplemented o
