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SCOTTS MIRACLE-GRO CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

September 4, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On August 29, 2014, The Scotts Miracle-Gro Company (the "Company") and its wholly-owned subsidiary, The Scotts Company LLC ("Scotts LLC"), entered into a Second Amendment to Master Accounts Receivable Purchase Agreement (the "Amendment") by and among Scotts LLC, the Company, Mizuho Bank, Ltd. as Administrative Agent and as a Bank ("Mizuho"), and The Bank of Nova Scotia, Suntrust Bank and RB Receivables LLC, as Banks (collectively with Mizuho, the "Banks"). The Amendment extends the stated termination date of the Master Accounts Receivable Purchase Agreement, dated as of November 15, 2012, among Scotts LLC, the Company, and the Banks (the "Agreement"), as amended by the First Amendment dated as of October 25, 2013, from August 29, 2014 to August 28, 2015 or such later date as may be determined by mutual agreement of each Bank and the Company. A copy of the Agreement was filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2012, filed November 20, 2012. A copy of the First Amendment was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed October 31, 2013.

The foregoing summary of the material terms of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired:

Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:



Exhibit No. Description

10.1 Second Amendment to Master Accounts Receivable Purchase Agreement dated as of August 29, 2014, by and among The Scotts Company LLC, The Scotts Miracle-Gro Company, Mizuho Bank, Ltd. as Administrative Agent and as a Bank, and The Bank of Nova Scotia, Suntrust Bank and RB Receivables LLC, as Banks 2



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Source: Edgar Glimpses


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