Attached files
file | filename |
---|---|
8-K - FORM 8-K - SCOTTS MIRACLE-GRO CO | l41371e8vk.htm |
EX-4.1 - EX-4.1 - SCOTTS MIRACLE-GRO CO | l41371exv4w1.htm |
EX-4.3 - EX-4.3 - SCOTTS MIRACLE-GRO CO | l41371exv4w3.htm |
EX-10.1 - EX-10.1 - SCOTTS MIRACLE-GRO CO | l41371exv10w1.htm |
Exhibit 10.2
EXECUTION VERSION
SECOND AMENDMENT
SECOND AMENDMENT, dated as of December 10, 2010 (this Amendment), to the Amended and
Restated Credit Agreement, dated as of February 7, 2007 (as amended as of April 10, 2007, the
Credit Agreement), among The Scotts Miracle-Gro Company, an Ohio corporation (the
Borrower), the Subsidiary Borrowers (as defined in the Credit Agreement) from time to
time parties to the Credit Agreement (the Subsidiary Borrowers), the several banks and
other financial institutions and entities from time to time parties to the Credit Agreement (the
Lenders), the Syndication Agent and the Documentation Agents named therein, and JPMorgan
Chase Bank, N.A., as agent for the Lenders (in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Credit Agreement be amended as provided herein;
WHEREAS, the Lenders and the Administrative Agent are willing to agree to such amendments to
the Credit Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
shall have the respective meanings assigned to them in the Credit Agreement.
2. Amendment to Subsection 7.5(e) (Limitation on Indebtedness). Subsection 7.5(e) is
hereby amended by deleting $200,000,000 in the third proviso therein and inserting $450,000,000
in lieu thereof.
3. Representations and Warranties. On and as of the date hereof, and after giving
effect to this Amendment, each of the Borrower and the Subsidiary Borrowers hereby confirms,
reaffirms and restates the representations and warranties set forth in Section 4 of the Credit
Agreement mutatis mutandis, and to the extent that such representations and
warranties expressly relate to a specific earlier date in which case it hereby confirms, reaffirms
and restates such representations and warranties as of such earlier date.
4. Conditions to Effectiveness. This Amendment shall become effective as of the date
set forth above upon the receipt by the Administrative Agent of counterparts of this Amendment duly
executed by the Borrower, each Subsidiary Borrower and the Required Lenders.
5. Continuing Effect; No Other Amendments. Except as expressly amended or waived
hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force
and effect. The amendments provided for herein are limited to the specific subsections of the
Credit Agreement specified herein and shall not constitute an amendment of, or an indication of any
Lenders willingness to amend or waive, any other provisions of the Credit Agreement or the same
subsections for any other date or time period (whether or not other provisions or compliance with
such subsections for another date or time period are affected by the circumstances addressed in
this Amendment).
6. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for
all its reasonable costs and expenses incurred in connection with the preparation and delivery of
this Amendment, including, without limitation the reasonable fees and disbursements of counsel to
the Administrative Agent.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Counterparts. This Amendment may be executed by the parties hereto in any number
of separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered in New York, New York by their proper and duly authorized officers as of the day and year
first above written.
THE SCOTTS MIRACLE-GRO COMPANY |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
HYPONEX CORPORATION |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
SCOTTS AUSTRALIA PTY. LTD |
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By: | /s/ Ed Claggett | |||
Name: | Ed Claggett | |||
Title: | Vice President - Tax and Risk | |||
SCOTTS CANADA LTD. |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
SCOTTS HOLDINGS LIMITED |
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By: | /s/ Ed Claggett | |||
Name: | Ed Claggett | |||
Title: | Vice President - Tax and Risk | |||
SCOTTS MANUFACTURING COMPANY |
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By: | /s/ Ed Claggett | |||
Name: | Ed Claggett | |||
Title: | Vice President - Tax and Risk | |||
Signature Page to Second Amendment
EG SYSTEMS, INC. |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
SCOTTS TEMECULA OPERATIONS, LLC |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
THE SCOTTS COMPANY (UK) LTD. |
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By: | /s/ Ed Claggett | |||
Name: | Ed Claggett | |||
Title: | Vice President - Tax and Risk | |||
SCOTTS TREASURY EEIG |
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By: | /s/ Ed Claggett | |||
Name: | Ed Claggett | |||
Title: | Vice President - Tax and Risk | |||
THE SCOTTS COMPANY LLC |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
TEAK 2, LTD., F/K/A/ SMITH & HAWKEN, LTD. |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
Signature Page to Second Amendment
SMG GROWING MEDIA, INC. |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
GUTWEIN & CO., INC. |
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By: | /s/ Vincent C. Brockman | |||
Name: | Vincent C. Brockman | |||
Title: | Executive Vice President and General Counsel | |||
Signature Page to Second Amendment
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender |
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By: | /s/ Tony Yung | |||
Name: | Tony Yung | |||
Title: | Vice President | |||
Signature Page to Second Amendment
AGSTAR FINANCIAL SERVICES, PCA |
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By: | /s/ Donald G. Lindeman | |||
Name: | Donald G. Lindeman | |||
Title: | Vice President | |||
BANK LEUMI USA |
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By: | /s/ Joung Hee Hong | |||
Name: | Joung Hee Hong | |||
Title: | First Vice President | |||
BANK OF AMERICA, N.A. |
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By: | /s/ Mike Delaney | |||
Name: | Mike Delaney | |||
Title: | Vice President | |||
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND |
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By: | /s/ Carla Ryan | |||
Name: | Carla Ryan | |||
Title: | Authorised Signatory | |||
By: | /s/ David Rafferty | |||
Name: | David Rafferty | |||
Title: | Authorised Signatory | |||
THE BANK OF NOVA SCOTIA |
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By: | /s/ Mark Sparrow | |||
Name: | Mark Sparrow | |||
Title: | Director | |||
Signature Page to Second Amendment
BNP PARIBAS |
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By: | /s/ Curt Price | |||
Name: | Curt Price | |||
Title: | Managing Director | |||
By: | /s/ Fik Durmus | |||
Name: | Fik Durmus | |||
Title: | Director | |||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD |
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By: | /s/ Victor Pierzchalski | |||
Name: | Victor Pierzchalski | |||
Title: | Authorized Signatory | |||
CITIBANK N.A. |
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By: | /s/ Mark R. Floyd | |||
Name: | Mark R. Floyd | |||
Title: | Vice President | |||
CITIZENS BANK OF PENNSYLVANIA |
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By: | /s/ Philip R. Medsger | |||
Name: | Philip R. Medsger | |||
Title: | Senior Vice President | |||
COBANK, ACB |
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By: | /s/ Hal Nelson | |||
Name: | Hal Nelson | |||
Title: | Vice President | |||
COMERICA BANK |
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By: | /s/ Brandon Welling | |||
Name: | Brandon Welling | |||
Title: | Assistant Vice President | |||
Signature Page to Second Amendment
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
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By: | /s/ Matthias Guillet | |||
Name: | Matthias Guillet | |||
Title: | Director | |||
By: | /s/ Joseph Philbin | |||
Name: | Joseph Philbin | |||
Title: | Director | |||
FIFTH THIRD BANK |
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By: | /s/ Michael J. Schaltz, Jr. | |||
Name: | Michael J. Schaltz, Jr. | |||
Title: | Vice President | |||
FIRSTMERIT BANK, N.A. |
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By: | /s/ Robert G. Morlan | |||
Name: | Robert G. Morlan | |||
Title: | Senior Vice President | |||
GENERAL ELECTRIC CAPITAL CORPORATION |
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By: | /s/ Rebecca Ford | |||
Name: | Rebecca Ford | |||
Title: | Duly Authorized Signatory | |||
BMO HARRIS FINANCING INC. F/K/A BMO CAPITAL MARKETS FINANCING INC. |
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By: | /s/ Pamela Schwartz | |||
Name: | Pamela Schwartz | |||
Title: | Director | |||
MIZUHO CORPORATE BANK, LTD. |
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By: | /s/ Leon Mo | |||
Name: | Leon Mo | |||
Title: | Authorized Signatory | |||
Signature Page to Second Amendment
THE NORTHERN TRUST COMPANY |
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By: | /s/ Jeffrey P. Sullivan | |||
Name: | Jeffrey P. Sullivan | |||
Title: | Vice President | |||
PEOPLES UNITED BANK |
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By: | /s/ Francis J. McGinn | |||
Name: | Francis J. McGinn | |||
Title: | Senior Commercial Loan Officer, SVP | |||
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., RABOBANK NEDERLAND NEW YORK BRANCH |
||||
By: | /s/ Andrew Sherman | |||
Name: | Andrew Sherman | |||
Title: | Executive Director | |||
By: | /s/ Michael L. Lautie | |||
Name: | Michael L. Lautie | |||
Title: | Executive Director | |||
THE ROYAL BANK OF SCOTLAND N.V., (CANADA) BRANCH |
||||
By: | /s/ Lawrence J. Maloney | |||
Name: | Lawrence J. Maloney | |||
Title: | Country Executive | |||
By: | /s/ H. Bayu Budiatmanto | |||
Name: | H. Bayu Budiatmanto | |||
Title: | Vice President | |||
SUMITOMO MITSUI BANKING CORPORATION |
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By: | /s/ Yasuhiko Imai | |||
Name: | Yasuhiko Imai | |||
Title: | Group Head | |||
Signature Page to Second Amendment
TD BANK, N.A. |
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By: | /s/ Marla Wilner | |||
Name: | Marla Wilner | |||
Title: | Senior Vice President | |||
WELLS FARGO BANK N.A. |
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By: | /s/ Peter Martinets | |||
Name: | Peter Martinets | |||
Title: | Managing Director | |||
Signature Page to Second Amendment