On June 8, 2022, The Scotts Miracle-Gro Company entered into Amendment No. 1 (the “Amendment”) with certain other subsidiaries of the Company party thereto, as co-borrowers or guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), with respect to the Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022 (as in effect prior to the effectiveness of the Amendment, the “Existing Credit Agreement”), by and among the Company, certain other subsidiaries of the Company from time to time party thereto, as co-borrowers, the Administrative Agent and the lenders from time to time party thereto. Pursuant to the Amendment, the Existing Credit Agreement was amended to (a) adjust the required leverage levels for the quarterly leverage covenant in the Existing Credit Agreement for the period commencing on the Effective Date until the earlier of (i) April 1, 2024 and (ii) subject to certain conditions specified in the Amendment, the termination by the Company of such adjustment (such period, the “Leverage Adjustment Period”); (b) increase the (i) interest rate applicable to borrowings under the revolving credit facility by 35 bps, and the term loan facility by 50 bps, and (ii) annual facility fee rate on the revolving credit facility by 15 bps, in each case, when the Company's quarterly-tested leverage ratio exceeds 4.75 to 1.00; (c) limit the Company's ability to declare or pay any discretionary dividends, distributions or other restricted payments during the Leverage Adjustment Period to only the payment of (i) regularly scheduled cash dividends to holders of its common stock in an aggregate amount not to exceed $225,000,000 per fiscal year and (ii) other dividends, distributions or other restricted payments in an aggregate amount not to exceed $25,000,000; and (d) require pro forma compliance with certain leverage levels specified in the Amendment with respect to the Company's ability to consummate certain acquisitions and incur debt.