On July 31, 2023 (the Effective Date), The Scotts Miracle-Gro Company (the Company) and certain of its subsidiaries entered into (i) an Amendment No. 2 (the Credit Agreement Amendment) to the Company?s Sixth Amended and Restated Credit Agreement dated as of April 8, 2022 (as previously amended, the Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) and the lenders party thereto and (ii) an Amendment No. 1 (Guarantee and Collateral Agreement Amendment) to the Company?s Sixth Amended and Restated Guarantee and Collateral Agreement dated as of April 8, 2022 (the Guarantee and Collateral Agreement) with the Administrative Agent.

Pursuant to the Credit Agreement Amendment, the Credit Agreement was amended to, among other changes, (a) reduce the revolving loan commitments by $250,000,000; (b) adjust the required leverage levels for the quarterly leverage covenant for the period commencing on the Effective Date until the earlier of (i) October 1, 2025 and (ii) subject to certain conditions specified in the Credit Agreement Amendment, the termination by the Company of such adjustment (such period, the Leverage Adjustment Period); (c) replace the interest coverage covenant with a fixed charge coverage covenant; (d) increase the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 0.25% for each existing pricing tier and add a pricing tier that is applicable for leverage in excess of 6.0 to 1.0; (e) limit the amount of incremental revolving commitments, incremental term loan commitments and incremental equivalent notes permitted to be incurred by the Company to $25,000,000 during the Leverage Adjustment Period; (f) require pro forma compliance with certain leverage levels specified in the Credit Agreement Amendment with respect to the Company?s ability to make certain investments; and (g) add provisions that require the Company and its domestic subsidiaries that are a party to the Guarantee and Collateral Agreement to grant liens in favor of the Administrative Agent on their intellectual property (subject to certain agreed exceptions) to secure their obligations under the Credit Agreement and the other loan documents. The Company and its domestic subsidiaries that are a party to the Guarantee and Collateral Agreement executed the Guarantee and Collateral Agreement Amendment, pursuant to which the Company and its domestic subsidiaries party thereto granted a first priority lien to the Administrative Agent on their intellectual property, subject to certain exceptions set forth in the Guarantee and Collateral Agreement Amendment. After giving effect to the Guarantee and Collateral Agreement Amendment, the obligations under the Credit Agreement and other loan documents are secured by (i) a perfected first priority security interest in all of the accounts receivable, inventory, equipment and intellectual property of the Company and its domestic subsidiaries that are party to the Guarantee and Collateral Agreement Amendment and (ii) the pledge of all of the capital stock of the Company?s domestic subsidiaries that are party to the Guarantee and Collateral Agreement Amendment and 65% of the capital stock of the Company?s first-tier foreign subsidiaries, in each case subject to exceptions and minimum thresholds set forth in the Credit Agreement and the Guarantee and Collateral Agreement.