EX-4 2 l09358aexv4.txt EXHIBIT-4 EXHIBIT 4 EXECUTION COPY FIRST AMENDMENT FIRST AMENDMENT, dated as of August 13, 2004 (this "First Amendment"), in respect of the Second Amended and Restated Credit Agreement, dated as of October 22, 2003 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among THE SCOTTS COMPANY, an Ohio corporation (the "Borrower"), certain subsidiaries of the Borrower who are also borrowers from time to time under 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"), JPMORGAN CHASE BANK, as agent for the Lenders (in such capacity, the "Administrative Agent"), CITICORP NORTH AMERICA, INC., as syndication agent (the "Syndication Agent") and BANK OF AMERICA, N.A. and BANK ONE, NA, as co-documentation agents (the "Co-Documentation Agents"). W I T N E S S E T H: WHEREAS, the Borrower has requested that the Credit Agreement be amended (i) to provide for the Term Loan Refinancing (as defined herein) and (ii) to effect certain other related amendments to the Credit Agreement; 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 this First Amendment and the Credit Agreement. 2. Amendments to Subsection 1.1 (Definitions). (a) Subsection 1.1 of the Credit Agreement is hereby amended by adding the following new definitions to appear in alphabetical order: "Average Senior Secured Indebtedness" shall mean the average of the Senior Secured Indebtedness at the end of each of the four most recent consecutive fiscal quarters. "Existing Term Loans" shall mean the term loans made to the Borrower on the Closing Date in an aggregate outstanding principal amount as of the First Amendment Effective Date of $399,000,000. "First Amendment Effective Date" shall mean the date on which the conditions precedent set forth in paragraph 23 of the First Amendment to this Agreement, dated as of August 13, 2004 (the "First Amendment"), shall have been satisfied. "Incremental Amendment" shall have the meaning specified in subsection 2.28(c). "Incremental Term Facility" shall have the meaning specified in subsection 2.28(a). "Incremental Term Facility Closing Date" shall have the meaning specified in subsection 2.28(c). "Incremental Term Loans" shall have the meaning specified in subsection 2.28(a). "New Term Lender" shall have the meaning specified in subsection 2.28(c). "Second Acknowledgment and Confirmation of Guarantee and Collateral Agreements and Mortgages" shall mean the Second Acknowledgment and Confirmation of Guarantee and Collateral Agreements and Mortgages substantially in the form of Exhibit A to the First Amendment to this Agreement. "Senior Secured Leverage Ratio" shall mean, as at the last day of any fiscal quarter of the Borrower, the ratio of (i) Average Senior Secured Indebtedness of the Borrower and its Subsidiaries on such day to (ii) EBITDA for the four consecutive fiscal quarters ending on such day; provided any calculation of the above ratio following any Permitted Acquisition of all or substantially all of the business or assets of any Person or of any line of business of any Person made during the twelve-month period covered by such calculation shall be determined on a pro forma basis including (x) in Average Senior Secured Indebtedness the actual Senior Secured Indebtedness relating to such acquisition on and after the date of such acquisition and (y) in EBITDA the EBITDA of the acquired Person for any portion of such twelve-month period prior to such acquisition; provided further that for purposes of calculating pro forma Average Senior Secured Indebtedness, the amount of Senior Secured Indebtedness relating to a Permitted Acquisition shall be reduced by an amount equal to any cash acquired in such acquisition. "Senior Secured Indebtedness": shall mean, in respect of the Borrower at a particular date, any Indebtedness of the Borrower and its Subsidiaries (including the Indebtedness under this Agreement) that (a) is not contractually subordinated to the Indebtedness under this Agreement and (b) is secured by a Lien on any asset or assets of the Borrower or its Subsidiaries; provided that, for the purposes of calculating the Senior Secured Leverage Ratio, Senior Secured Indebtedness shall be reduced by excess cash balances set forth on the balance sheet of the Borrower on such date. "Term Facilities" shall mean, without duplication, the Tranche A Term Commitments and the Tranche A Term Loans made thereunder (the "Tranche A Term Facility") and the Tranche B Term Commitments and the Tranche B Term Loans made thereunder (the "Tranche B Term Facility"). "Term Loan Refinancing" shall mean the prepayment in full of the Existing Term Loans with the proceeds of the Tranche A Term Loans and Tranche B Term Loans. 2 "Tranche A Term Commitments" shall mean, as to any Tranche A Term Lender, the obligation of such Lender to make a Tranche A Term Loan to the Borrower hereunder in a principal amount not to exceed the amount agreed to by the Borrower, the Administrative Agent and such Lender. The original amount of the Tranche A Term Commitments as of the First Amendment Effective Date is $250,000,000. "Tranche A Term Lender" shall mean each Lender that has a Tranche A Term Commitment or that holds a Tranche A Term Loan. "Tranche A Term Loan" shall have the meaning specified in subsection 2.1(a)(i). "Tranche A Term Percentage" shall mean, as to any Lender at any time, the percentage which such Lender's Tranche A Term Commitment then constitutes of the aggregate Tranche A Term Commitments (or, at any time after the First Amendment Effective Date, the percentage which the aggregate principal amount of such Lender's Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding). "Tranche A Term Loan Termination Date" shall mean September 30, 2009. "Tranche B Term Commitments" shall mean, as to any Tranche B Term Lender, the obligation of such Lender to make a Tranche B Term Loan to the Borrower hereunder in a principal amount not to exceed the amount agreed to by the Borrower, the Administrative Agent and such Lender. The original amount of the Tranche B Term Commitments as of the First Amendment Effective Date is $150,000,000. "Tranche B Term Lender" shall mean each Lender that has a Tranche B Term Commitment or that holds a Tranche B Term Loan. "Tranche B Term Loan" shall have the meaning specified in subsection 2.1(a)(ii). "Tranche B Term Percentage" shall mean, as to any Lender at any time, the percentage which such Lender's Tranche B Term Commitment then constitutes of the aggregate Tranche B Term Commitments (or, at any time after the First Amendment Effective Date, the percentage which the aggregate principal amount of such Lender's Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding). "Tranche B Term Loan Termination Date" shall mean September 30, 2010. (b) Subsection 1.1 of the Credit Agreement is hereby amended by deleting therefrom the definitions of: "Average Senior Indebtedness", "Senior Indebtedness", "Senior Leverage Ratio", "Term Loan Termination Date" and "Term Percentage". (c) The definition of " Aggregate Exposure" in subsection 1.1 of the Credit Agreement is hereby amended by (1) inserting the words "Tranche A" prior to the words "Term Loans", (2) renumbering subparagraph (ii) as subparagraph (iii), and (3) inserting the following new subparagraph (ii): 3 ", (ii) the aggregate then unpaid principal amount of such Lender's Tranche B Term Loans". (d) The definition of "Applicable Margin" in subsection 1.1 of the Credit Agreement is hereby amended by deleting the proviso thereto. (e) The definition of "Commitment" in subsection 1.1 of the Credit Agreement is hereby amended by (1) inserting the words "Tranche A" prior to the words "Term Commitment" and (2) inserting the words "the Tranche B Term Commitment" after the comma following the words "Term Commitment". (f) The definition of "Facility" in subsection 1.1 of the Credit Agreement is hereby amended by deleting the words "the Term Commitments and the Term Loans made thereunder (the "Term Facility")" and inserting in lieu thereof the words "each Term Facility". (g) The definition of "Majority Facility Lenders" in subsection 1.1 of the Credit Agreement is hereby amended by (1) deleting the word "the" prior to the words "Term Facility" and inserting in lieu thereof the word "each" and (2) inserting the words "under such Term Facility" following the words "Term Loans". (h) The definition of "Participants" in subsection 1.1 of the Credit Agreement is hereby amended by deleting the words "Term Loan Commitment" and inserting in lieu thereof the words "Term Commitments". (i) The definition of "Permitted Acquisitions" in subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following new definition: "Permitted Acquisition" shall mean any acquisition of all or substantially all the assets of, or shares or other equity interests in, a Person or division or line of business of a Person or other significant assets of a Person (other than inventory, leases, materials and equipment and other assets in the ordinary course of business) if immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) 100% of the voting capital stock of any acquired or newly formed corporation, partnership, association or other business entity is owned directly by the Borrower or a wholly-owned Subsidiary and all actions required to be taken, if any, with respect to such acquired or newly formed subsidiary under subsection 6.11 shall have been taken or shall be planned to be taken in a manner reasonably satisfactory to the Administrative Agent, (iii) no Material Adverse Effect would be likely to result therefrom and (iv)(I) the Borrower shall be in compliance, on a fro forma basis after giving effect to such acquisition or formation, with the covenants contained in subsections 6.9 and 6.10 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower as if such acquisition had occurred on the first day of each relevant period for testing such compliance and any savings associated with such acquisition had been achieved on the first day of such relevant period, and, in the case of an acquisition involving consideration in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent an officers' certificate to such effect, together with 4 all relevant financial information for such subsidiary or assets (to the extent reasonably available), and (II) after giving effect to such transaction, any acquired or newly formed subsidiary shall not be liable for any Indebtedness (except for Indebtedness permitted by subsection 7.6) and (v) after giving effect to the consummation thereof, the aggregate amount of consideration (whether cash or property, as valued in good faith by the Board of Directors of the Borrower) for all Permitted Acquisitions since the First Amendment Effective Date shall not exceed $400,000,000 in the aggregate; provided that the limitation in subclause (v) above shall not be applicable to any such transaction to the extent that such transaction is financed with (A) consideration consisting of Capital Stock of the Borrower or proceeds from the issuance of the Capital Stock of the Borrower, (B) cash in an amount of up to 50% of the portion of the cumulative Excess Cash Flow plus 50% of the amount of any optional prepayments of Term Loans that reduced Excess Cash Flow pursuant to subclause (b)(iii) of the definition of "Excess Cash Flow" since the First Amendment Effective Date, to the extent that such aggregate amount has not been used for any prior Permitted Acquisitions, (C) the proceeds from Incremental Term Loans made under this Agreement in accordance with subsection 2.28 or (D) the Net Cash Proceeds of senior unsecured or subordinated notes issued pursuant to subsection 7.6(g)." (j) The definition of "Reinvestment Prepayment Date" in subsection 1.1 of the Credit Agreement is hereby amended by deleting the word "six" therefrom and inserting in lieu thereof the word "twelve". (k) The definition of "Required Prepayment Lenders" in subsection 1.1 of the Credit Agreement is hereby amended by deleting the word "the" prior to the words "Term Facility" and inserting in lieu thereof the word "each". (l) The definition of "Sold Receivables" in subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following new definition: "Sold Receivables" shall mean Receivables originated by the Borrower or its Subsidiaries sold to the Receivables Subsidiary or any other Person pursuant to and securing obligations under any Receivables Purchase Facility for an amount not to exceed $200,000,000, at any time outstanding. (m) The definition of "Term Commitments" in subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following new definition: "Term Commitments" shall mean, as to any Lender, such Lender's Tranche A Term Commitment and Tranche B Term Commitment, if any. (n) The definition of "Term Lender" in subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following new definition: "Term Lender" shall mean each of the Tranche A Term Lenders and the Tranche B Term Lenders. 5 (o) The definition of "Term Loan" in subsection 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following new definition: "Term Loan" shall mean each of the Tranche A Term Loans and the Tranche B Term Loans. (p) The definition of "Termination Date" in subsection 1.1 of the Credit Agreement is hereby amended by inserting the words "Tranche A Term Loan Termination Date, Tranche B" prior to the words "Term Loan Termination Date". (q) The definition of "Total Indebtedness" in subsection 1.1 of the Credit Agreement is hereby amended by (1) deleting the word "and" following subclause (a) thereof and inserting a comma in lieu thereof and (2) adding the following new subclause (c): "and (c) the aggregate principal amount of Sold Receivables". 3. Amendment to Subsection 2.1 (Term Commitments). Subsection 2.1 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following new subsection 2.1: "2.1 Term Commitments. (a) Subject to the terms and conditions hereof, (i) each Tranche A Term Lender severally agrees to make a term loan (a "Tranche A Term Loan") denominated in Dollars to the Borrower on the First Amendment Effective Date in the amount of the Tranche A Term Commitment of such Lender and (ii) each Tranche B Term Lender severally agrees to make a term loan (a "Tranche B Term Loan") denominated in Dollars to the Borrower on the First Amendment Effective Date in the amount of the Tranche B Term Commitment of such Lender. The Term Loans may be LIBOR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with subsection 2.2 and 2.14. (b) Notwithstanding the foregoing, in connection with the making of any Tranche A Term Loan pursuant to subparagraph (a)(i) above or Tranche B Term Loan pursuant to subparagraph (a)(ii), by giving telephonic or such other reasonably acceptable notice to the Administrative Agent prior to the First Amendment Effective Date, any Lender of Existing Term Loans may elect to convert all or part of the outstanding principal amount of such Lender's Existing Term Loans into a principal amount of Tranche A Term Loans or Tranche B Term Loans hereunder, as indicated to the Administrative Agent, equal to the principal amount so converted. On the First Amendment Effective Date, such Existing Term Loans shall be converted for all purposes of this Agreement into Tranche A Term Loans or Tranche B Term Loans, as the case may be, hereunder, and the Administrative Agent shall record in the Register the aggregate amount of Existing Term Loans converted into Tranche A Term Loans or Tranche B Term Loans, as applicable." 4. Amendment to Subsection 2.2 (Procedure for Term Loan Borrowing). Subsection 2.2 of the Credit Agreement is hereby amended by deleting subparagraph (a) therefrom and inserting in lieu thereof the following new subparagraph (a): 6 "(a) The Borrower shall give the Administrative Agent irrevocable notice ((1) which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time on the First Amendment Effective Date, in the case of ABR Loans and (2) which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the First Amendment Effective Date, in the case of LIBOR Loans), specifying (i) whether such Loan is a Tranche A Term Loan or a Tranche B Term Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be an ABR Loan or a LIBOR Loan or a combination thereof, (iv) if the borrowing is to be entirely or partly a LIBOR Loan, the amount to be a LIBOR Loan and (v) the length of the Interest Period for such LIBOR Loan. Any ABR borrowing by the Borrower pursuant to the Term Commitments shall be in an aggregate principal amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof. Any LIBOR borrowing by the Borrower pursuant to the Term Commitments shall be in an aggregate principal amount equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof." 5. Amendment to Subsection 2.3 (Repayment of Term Loans). Subsection 2.3 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in lieu there of the following new subsection 2.3: "2.3 Repayment of Term Loans. (a) The Tranche A Term Loan of each Tranche A Term Lender shall mature in 21 consecutive quarterly installments commencing on September 30, 2004, each of which shall be in an amount equal to such Lender's Tranche A Term Percentage multiplied by the amount set forth below opposite such installment.
Installment Date Principal Amount ---------------- ---------------- September 30, 2004 $ 625,000 December 31, 2004 $ 625,000 March 31, 2005 $ 625,000 June 30, 2005 $ 625,000 September 30, 2005 $ 625,000 December 31, 2005 $ 625,000 March 31, 2006 $ 625,000 June 30, 2006 $ 625,000 September 30, 2006 $ 625,000 December 31, 2006 $ 625,000 March 31, 2007 $ 625,000 June 30, 2007 $ 625,000 September 30, 2007 $ 9,375,000 December 31, 2007 $ 9,375,000 March 31, 2008 $ 9,375,000 June 30, 2008 $ 9,375,000 September 30, 2008 $ 13,750,000 December 31, 2008 $ 13,750,000 March 31, 2009 $ 13,750,000
7
Installment Date Principal Amount ---------------- ---------------- June 30, 2009 $ 13,750,000 September 30, 2009 $150,000,000
"(b) The Tranche B Term Loan of each Tranche B Term Lender shall mature in 25 consecutive quarterly installments, commencing on September 30, 2004, each of which shall be in an amount equal to such Lender's Tranche B Term Percentage multiplied by the amount set forth below opposite such installment.
Installment Date Principal Amount ---------------- ---------------- September 30, 2004 $ 375,000 December 31, 2004 $ 375,000 March 31, 2005 $ 375,000 June 30, 2005 $ 375,000 September 30, 2005 $ 375,000 December 31, 2005 $ 375,000 March 31, 2006 $ 375,000 June 30, 2006 $ 375,000 September 30, 2006 $ 375,000 December 31, 2006 $ 375,000 March 31, 2007 $ 375,000 June 30, 2007 $ 375,000 September 30, 2007 $ 375,000 December 31, 2007 $ 375,000 March 31, 2008 $ 375,000 June 30, 2008 $ 375,000 September 30, 2008 $ 375,000 December 31, 2008 $ 375,000 March 31, 2009 $ 375,000 June 30, 2009 $ 375,000 September 30, 2009 $ 375,000 December 31, 2009 $ 375,000 March 31, 2010 $ 375,000 June 30, 2010 $ 375,000 September 30, 2010 $141,000,000
6. Amendments to Subsection 2.18 (Pro Rata Treatment and Payments). Subsection 2.18 of the Credit Agreement is hereby amended as follows: (a) by inserting "(a)" at the beginning of the first subparagraph thereof and inserting in such subparagraph (a) (1) the words "Tranche A" prior to the words "Term Percentages" and (2) the words "or Tranche B Term Percentages, as applicable," following the words " Term Percentages"; and 8 (b) by deleting from the second sentence of subparagraph (c) thereof the word "thereof' and inserting in lieu thereof the words "of the Tranche A Term Loans and Tranche B Term Loans, as the case may be". 7. Amendments to Subsection 2.23 (Use of Proceeds). Subsection 2.23 of the Credit Agreement is hereby amended as follows: (a) by relettering the existing subparagraph (b) thereof as new subparagraph (c); (b) by inserting the following new subparagraph (b); "(b) The proceeds of the Term Loans made on the First Amendment Effective Date shall be used for the Term Loan Refinancing and to pay fees and expenses in connection therewith"; and (b) by adding the following language before the word "and" at the end of clause (iii) of new subparagraph (c) thereof: "(including, without limitation, Permitted Acquisitions)". 8. New Subsection 2.28 (Additional Term Loans). The Credit Agreement is hereby amended by adding the following new subsection 2.28: "2.28 Additional Term Loans. (a) The Borrower may at any time prior to the Tranche B Termination Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request up to three additional term loan facilities (each, an "Incremental Term Facility"; the loans thereunder, "Incremental Term Loans"), in each case, in a minimum aggregate principal amount of $50,000,000; provided that (i) upon the effectiveness of any Incremental Amendment referred to below and at the time any such Incremental Term Loans are made (and after giving effect thereto) (i) no Default or Event of Default shall exist and (ii) after giving effect to and including the aggregate principal amount of such Incremental Term Loans and giving effect to any Permitted Acquisition, the consideration for which consisted in whole or in part of such Incremental Term Loans, the Senior Secured Leverage Ratio as of the last day of the most recently completed fiscal quarter would have been less than 2.50 to 1.00 on a pro forma basis. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans shall not exceed $150,000,000. (b) The Incremental Term Loans, if any, (i) shall rank pari passu in right of payment and of security with the Term Loans, (ii) shall not have a final maturity earlier than the Tranche B Termination Date and (iii) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B Term Loans (in each case, including with respect to mandatory and optional prepayments), provided that the Incremental Term Loans may be priced differently than the Tranche B Term Loans, provided further that if the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to Incremental Term Loans exceeds the Applicable Margin relating to Tranche B Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin relating to the Tranche B Term Loans and any previously made 9 Incremental Term Loans shall be adjusted, as of the date of the applicable Incremental Amendment, to be equal to the Applicable Margin relating to such Incremental Term Loans. (c) The notice from the Borrower delivered pursuant to subparagraph (a) of this subsection shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any combination of one or more Lenders (and each Lender will have the right to make a portion of any Incremental Term Loan on terms permitted by this subsection 2.28 and otherwise on terms reasonably acceptable to the Administrative Agent) and one or more other banks or other entities arranged by the Borrower (any such other bank or other financial institution being called a "New Term Lender"). Commitments in respect of Incremental Term Loans shall become Term Commitments under this Agreement pursuant to an amendment (an "Incremental Amendment") to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such commitment in respect of Incremental Term Loans, if any, each New Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this subsection. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Term Facility Closing Date") of each of the conditions set forth in subsection 5.2 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. No Incremental Term Facility shall require the consent of any Lender other than the agreement of the applicable Lenders providing commitments for such Incremental Term Facility." 9. Amendment to Subsection 6.9 (Interest Coverage). Subsection 6.9 of the Credit Agreement is hereby amended by inserting below the table therein the following: "Covenant calculations shall be made on the date that is the nearest to each quarterly date listed above, to the extent the last day for the relevant fiscal quarter of the Borrower falls on a day other than on the corresponding covenant test date." 10. Amendment to Subsection 6.10 (Maintenance of Leverage Ratio). Subsection 6.10 of the Credit Agreement is hereby amended by deleting the table therefrom and inserting in lieu thereof the following:
"Test Date Ratio ---------- ----- June 30, 2004 4.00 to 1.00 September 30, 2004 4.00 to 1.00 December 31, 2004 4.00 to 1.00 March 31, 2005 4.00 to 1.00 June 30, 2005 4.00 to 1.00 September 30, 2005 4.00 to 1.00 December 31, 2005 4.00 to 1.00
10 March 31, 2006 3.75 to 1.00 June 30, 2006 3.75 to 1.00 September 30, 2006 3.75 to 1.00 December 31, 2006 3.75 to 1.00 March 31, 2007 3.50 to 1.00 June 30, 2007 3.50 to 1.00 September 30, 2007 3.50 to 1.00 December 31, 2007 3.50 to 1.00 March 31, 2008 and thereafter 3.25 to 1.00
Covenant calculations shall be made on the date that is the nearest to each quarterly date listed above, to the extent the last day for the relevant fiscal quarter of the Borrower falls on a day other than on the corresponding covenant test date." 11. Amendments to Subsection 7.2 (Limitation on Contingent Obligations). Subsection 7.2 of the Credit Agreement is hereby amended by (1) deleting the word "or" after subclause (vi) thereof and inserting in lieu thereof a comma and (2) by adding the following new subclause (viii): "or (viii) guarantees by the Borrower of operating lease obligations of any Domestic Subsidiary incurred in connection with "build to suit" real property improvements in an aggregate amount not to exceed $120,000,000". 12. Amendments to Subsection 7.6 (Limitations on Indebtedness). Subsection 7.6 of the Credit Agreement is hereby amended as follows: (a) by deleting from subparagraph (e) thereof (1) the comma prior to subclause (iii) and inserting in lieu thereof the word "or", (2) the words "or (iv) for Permitted Acquisitions;" and (3) the proviso thereto; and (b) by deleting subparagraph (g) thereof in its entirety and inserting in lieu thereof the following new subparagraph (g): "(g) unsecured or subordinated Indebtedness of the Borrower having no scheduled principal payments or prepayments prior to September 30, 2011 and which Indebtedness shall be used for Permitted Acquisitions; provided any such Indebtedness under this subsection 7.6(g) may be incurred only when after giving effect to the incurrence of such Indebtedness, the Leverage Ratio is at least 0.25 to 1.00 less than the covenant contained in subsection 6.10; provided further that any such subordinated Indebtedness permitted under this subsection 7.6(g) shall be under subordinated notes pursuant to one or more subordinated note indentures having subordination provisions as favorable to the Lenders as those in the Senior Subordinated Note Indenture of the Borrower;" 13. Amendments to Subsection 7.11 (Fiscal Year). Subsection 7.11 of the Credit Agreement is hereby amended by adding the following proviso at the end of the subsection: 11 "provided, that after the First Amendment Effective Date, the Borrower may, on one occasion, permanently change the date on which the fiscal year of the Borrower and its Subsidiaries ends upon 30 days prior written notice to the Administrative Agent". 14. Amendments to Subsection 7.12 (Modifications Certain Debt Instruments). Subsection 7.12 of the Credit Agreement is hereby amended by deleting from subclauses (a) and (b) thereof the words "subsection 7.6(e) or (f)" and inserting in lieu thereof the words "subsection 7.6(e), (f) or (g) or senior unsecured notes issued pursuant to 7.6(g)". 15. Amendments to Subsection 7.15 (Restricted Payments). Subsection 7.15 of the Credit Agreement is hereby amended as follows: (a) by (1) deleting from subparagraph (a) thereof the amount "$25,000,000" and inserting in lieu thereof the amount "$50,000,000", (2) deleting from the proviso to subparagraph (a) thereof the words "not greater" and inserting in lieu thereof the word "less" and (3) deleting from the proviso to subparagraph (a) thereof the amount "$50,000,000" and inserting in lieu thereof the amount "$75,000,000"; and (b) by deleting subparagraph (b) thereof in its entirety and inserting in lieu thereof the following new subparagraph (b): "(b) the Borrower may make a repurchase or redemption of shares of its Capital Stock, so long as after giving effect to such repurchase or redemption the aggregate cost of all such repurchases and redemptions in the fiscal year during which such repurchase or redemption is to occur is not greater than the amount set forth below opposite such fiscal year:
Fiscal Periods Aggregate Amount -------------- ---------------- 2004/2005 combined $125,000,000 2006 $150,000,000 2007 and thereafter $175,000,000
provided, that any originally permitted amounts not used for repurchases or redemptions in any fiscal period listed above may be carried over to be used in the next succeeding fiscal period; provided further, that transactions permitted by subsection 7.16 effected prior to March 31, 2008 shall reduce the amount available for repurchases or redemptions of shares of the Borrower's Capital Stock in the fiscal year in which such transaction occurs by an amount equal to the Indebtedness prepaid, retired, redeemed, purchased, defeased or exchanged." 16. New Subsection 7.16 (Limitations on Redemptions of Certain Indebtedness). The Credit Agreement is hereby amended by adding the following new subsection 7.16: "7.16 Limitation of Redemptions of Certain Indebtedness. Prior to March 31, 2008, optionally prepay, retire, redeem, purchase, defease or exchange, or make or arrange for any mandatory prepayment, retirement, redemption, purchase or defeasance of Indebtedness outstanding pursuant to subsection 7.6(c), (e), (f) or (g); provided that (a) Indebtedness permitted pursuant to subsection 7.6(c) may be refinanced, refunded, renewed or extended in accordance with the provisions of such subsection and (b) Indebtedness permitted pursuant to subsection 12 7.6(c), (e), (f) or (g) may be redeemed by the Borrower (i) on any date, for aggregate consideration (including any premium paid in connection with such redemption) not in excess of the lesser of (x) $25,000,000 (less the aggregate consideration for all prior redemptions of such Indebtedness during such fiscal year) and (y) the amount available for redemptions or repurchases of the Borrower's Capital Stock pursuant to 7.15(b) for the fiscal year in which such date falls and (ii) with consideration consisting of the proceeds of the issuance of shares of the Borrower's Capital Stock, to the extent the Borrower is not otherwise required to make a prepayment under subsection 2.12(b)." 17. Amendments to Section 8 (Events of Default). Section 8 of the Credit Agreement is hereby amended by deleting each occurrence of the words "Term Loan Commitments" from the text following subparagraph 0) thereof and inserting in lieu thereof the words "Term Commitments". 18. Amendments to Subsection 10.1 (Amendments and Waivers). Subsection 10.1 of the Credit Agreement is hereby amended by adding the words "or 2.28(c)" at the end of subparagraph (b)(iii) thereof. 19. Amendments to Subsection 10.2 (Notices). Subsection 10.2 of the Credit Agreement is hereby amended by deleting the existing notice address for the Borrower and each Subsidiary Borrower and replacing it with the following language: "The Scotts Company 14111 Scottslawn Road Marysville, Ohio 43041 Attn.: Treasurer Telephone: (937) 644-7221 Telecopy: (937) 578-5754 With a copy sent to: Vorys, Sater, Seymour and Pease LLP 52 East Gay Street Columbus, Ohio 43215 Attn.: John B. Weimer, Esq. And Stephen D. Browning, Esq. Telephone: (614) 464-8343 Telecopy: (614) 719-5086" 20. Amendments to Subsection 10.6 (Successors and Assigns; Participations and Assignments). Subsection 10.6 of the Credit Agreement is hereby amended as follows: (a) by inserting in subparagraph (b)(ii)(A)(1) thereof the words "or Tranche A Term Facility" following the words "Revolving Facilities"; and (b) by inserting in subparagraph (b)(ii)(A)(2) thereof the words "Tranche B" prior to the words "Term Facility". 21. Amendments to Annex A (Pricing Grid for Revolving Credit Loans; Term Loans and Facility Fee). Annex A to the Credit Agreement is hereby amended by deleting the pricing 13 grid applicable to Term Loans and inserting in lieu thereof the following new pricing grid applicable to Term Loans:
Applicable Margin Tranche A Term Loans -------------------- Leverage Ratio LIBOR ABR -------------- ----- ----- > or = 2.00 to 1.00 1.25% 0.00% < 2.00 to 1.00 1.00% 0.00% < 1.25 to 1.00 0.75% 0.00%
Applicable Margin Tranche B Term Loans -------------------- LIBOR ABR ----- ----- 1.50% 0.00%
22. Representations and Warranties. On and as of the date hereof, and after giving effect to this First 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. 23. Conditions to Effectiveness. This First Amendment shall become effective as of the date set forth above upon the satisfaction of the following conditions precedent: (a) First Amendment. The Administrative Agent shall have received counterparts of this First Amendment, duly executed and delivered by the Administrative Agent, the Borrower, each Subsidiary Borrower, each Lender with a Tranche A Term Commitment, each Lender with a Tranche B Term Commitment and the Required Lenders. (b) Fees and Expenses. The Lenders and the Administrative Agent shall have received all fees required to be paid on or before the First Amendment Effective Date, and all expenses required to be paid on or before the First Amendment Effective Date for which invoices have been timely presented, including, without limitation, the reasonable fees and expenses of legal counsel, on or before the First Amendment Effective Date. (c) Security Documents. The Administrative Agent shall have received the Second Acknowledgment and Confirmation of Guarantee and Collateral Agreements and Mortgages, substantially in the form of Exhibit A hereto, duly executed and delivered by the Borrower and each other Loan Party. (d) Term Loan Refinancing. The Term Loan Refinancing shall have been consummated or arrangements reasonably satisfactory to the Administrative Agent shall have been made for the consummation thereof. 14 (e) Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the First Amendment Effective Date, substantially in the form of the certificates delivered on the Closing Date pursuant to subsection 5.1(f) of the Credit Agreement, with appropriate insertions and attachments. (f) Legal Opinion. The Administrative Agent and each Lender with a Tranche A Term Commitment or a Tranche B Term Commitment shall have received an executed legal opinion of Vorys, Sater, Seymour and Pease LLP, special counsel to the Borrower, dated the First Amendment Effective Date and addressed to the Administrative Agent and the Tranche A Term Lenders and the Tranche B Term Lenders substantially in the form of Exhibit H to the Credit Agreement. 24. Title Endorsements. The Borrower shall use commercially reasonable efforts to deliver proof of re-endorsed or down-dated mortgagee's title insurance with respect to each Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent within 90 days of the First Amendment Effective Date. 25. 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 Lender's 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 First Amendment). 26. 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 First Amendment, including, without limitation the reasonable fees and disbursements of counsel to the Administrative Agent. 27. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 28. Counterparts. This First 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. 15 IN WITNESS WHEREOF, the parties hereto have caused this First 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 COMPANY By: /s/ Christopher L. Nagel ---------------------------------------------- Name: Christopher L. Nagel Title: Executive Vice President and CFO HYPONEX CORPORATION By: /s/ Christopher L. Nagel ---------------------------------------------- Name: Christopher L. Nagel Title: Executive Vice President and CFO MIRACLE GARDEN CARE LIMITED By: /s/ Paul DeSantis ---------------------------------------------- Name: Paul DeSantis Title: Power of Attorney OM SCOTT INTERNATIONAL INVESTMENTS LTD. By: /s/ Paul DeSantis ---------------------------------------------- Name: Paul DeSantis Title: Power of Attorney SCOTTS AUSTRALIA PTY. LTD By: /s/ Paul DeSantis ---------------------------------------------- Name: Paul DeSantis Title: Power of Attorney SCOTTS CANADA LTD. By: /s/ Edward R. Claggett ---------------------------------------------- Name: Edward R. Claggett Title: Vice President and Assistant Secretary SCOTTS HOLDINGS LIMITED By: /s/ Paul DeSantis ---------------------------------------------- Name: Paul DeSantis Title: Power of Attorney SCOTTS MANUFACTURING COMPANY By: /s/ Christopher L. Nagel ---------------------------------------------- Name: Christopher L. Nagel Title: Executive Vice President and CFO SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY By: /s/ Christopher L. Nagel ---------------------------------------------- Name: Christopher L. Nagel Title: Executive Vice President and CFO SCOTTS-SIERRA INVESTMENTS, INC. By: /s/ Edward R. Claggett ---------------------------------------------- Name: Edward R. Claggett Title: President and CEO SCOTTS TEMECULA OPERATIONS, LLC By: /s/ Christopher L. Nagel ---------------------------------------------- Name: Christopher L. Nagel Title: Executive Vice President and CFO SCOTTS TREASURY EEIG By: /s/ Brian K. Weyer ---------------------------------------------- Name: Brian K. Weyer Title: Manager THE SCOTTS COMPANY (UK) LTD. By: /s/ Paul DeSantis ---------------------------------------------- Name: Paul DeSantis Title: Power of Attorney JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ Randolph Cates ---------------------------------------------- Name: Randolph Cates Title: Vice President CITICORP NORTH AMERICA, INC., as Syndication Agent and as a Lender By: /s/ Caroline A. Stead ---------------------------------------------- Name: Caroline A. Stead Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement AIMCO CDO SERIES 2000-A By: /s/ Chris Goergen ---------------------------------------------- Name: Chris Goergen By: /s/ Jerry D. Zinkula ---------------------------------------------- Name: Jerry D. Zinkula Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. As Sub-Adviser By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement ALLSTATE LIFE INSURANCE COMPANY By: /s/ Chris Goergen ---------------------------------------------- Name: Chris Goergen By: /s/ Jerry D. Zinkula ---------------------------------------------- Name: Jerry D. Zinkula Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement AMERICAN EXPRESS CERTIFICATE COMPANY By: American Express Asset Management Group as Collateral Manager By: /s/ Yvonne E. Stevens ---------------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement APEX (IDM) CDO I, LTD. BABSON CLO LTD. 2003-1 By: Babson Capital Management LLC as Collateral Manager By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement APEX (Trimaran) CDO I, LTD. By: Trimaran Advisors, L.L.C. By: /s/ David M. Millison ---------------------------------------------- Name: David M. Millison Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BANK OF AMERICA, N.A. By: /s/ Sharon Burks Horos ---------------------------------------------- Name: Sharon Burks Horos Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BANK OF MONTREAL By: /s/ S. Valia ---------------------------------------------- Name: S. Valia Title: MD Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ A. Bernstein ---------------------------------------------- Name: A. Bernstein Title: Asst. Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BIG SKY SENIOR LOAN FUND, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BILL & MELINDA GATES FOUNDATION By: Babson Capital Management LLC as Investment Advisor By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BNP PARIBAS By: /s/ Rosalie C. Hawley ---------------------------------------------- Name: Rosalie C. Hawley Title: Director By: /s/ Peter C. Labrie ---------------------------------------------- Name: Peter C. Labrie Title: Central Region Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda Pace ---------------------------------------------- Name: Linda Pace Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Linda Pace ---------------------------------------------- Name: Linda Pace Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CARLYLE LOAN OPPORTUNITY FUND By: /s/ Linda Pace ---------------------------------------------- Name: Linda Pace Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CALYON NEW YORK BRANCH By: /s/ Lee E. Greve ---------------------------------------------- Name: Lee E. Greve Title: Managing Director By: /s/ Joseph Philbin ---------------------------------------------- Name: Joseph Philbin Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CENTURION CDO II, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------------- Name: Leanne Stavrakis Title: Director - Operations Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CENTURION CDO III, LIMITED By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------------- Name: Leanne Stavrakis Title: Director - Operations Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CENTURION CDO VI, LTD. By: American Express Asset Management Group as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------------- Name: Leanne Stavrakis Title: Director - Operations Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CENTURION CDO VII, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------------- Name: Leanne Stavrakis Title: Director - Operations Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CITIZENS BANK OF PENNSYLVANIA By: /s/ Dwayne R. Finney ---------------------------------------------- Name: Dwayne R. Finney Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement CLYDESDALE CLO 2001-1, LTD. Nomura Corporate Research and Asset Management Inc. as Collateral Manager By: /s/ Elizabeth MacLean ---------------------------------------------- Name: Elizabeth MacLean Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement COBANK, ACB By: /s/ S. Richard Dill ---------------------------------------------- Name: S. Richard Dill Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement COLUMBUS LOAN FUNDING LTD. By: /s/ Daniel Slotkin ---------------------------------------------- Name: Daniel Slotkin Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement COMERICA BANK By: /s/ Ryan Oliver ---------------------------------------------- Name: Ryan Oliver Title: Assistant Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement COSTANTINUS EATON VANCE CDO V, LTD BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement C-SQUARED CDO LTD. By: TCW Advisor, Inc., as its Portfolio Manager By: /s/ Jonathan R. Insull ---------------------------------------------- Name: Jonathan R. Insull Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement DRYDEN IV LEVERAGED LOAN CDO 2003 By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B. Ross Smead ---------------------------------------------- Name: B. Ross Smead Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement DRYDEN V LEVERAGED LOAN CDO 2003 By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B. Ross Smead ---------------------------------------------- Name: B. Ross Smead Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement EATON VANCE CDO II, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement EATON VANCE CDO VI, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement EATON VANCE VT FLOATING-RATE INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement EATON VANCE LIMITED DURATION INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement EATON VANCE SENIOR FLOATING-RATE TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement ELC (CAYMAN) LTD. 1999-II ELC (CAYMAN) LTD. 2000-I By: Babson Capital Management LLC as Collateral Manager By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement ELC (CAYMAN) LTD. CDO SERIES 1999-I ELC (CAYMAN) LTD. 1999-III By: Babson Capital Management LLC as Collateral Manager By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement ELC FUNDING LLC By: /s/ Shawn Hendrickson ---------------------------------------------- Name: Shawn Hendrickson Title: Attorney-In-Fact Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement ERSTE BANK NEW YORK BRANCH By: /s/ Paul Judicke ---------------------------------------------- Name: Paul Judicke Title: Director By: /s/ John Fay ---------------------------------------------- Name: John Fay Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA, DBA FCS COMMERCIAL FINANCE GROUP By: /s/ James M. Grafing ---------------------------------------------- Name: James M. Grafing Title: SVP-Syndicated Finance Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND By: /s/ John H. Costello ---------------------------------------------- Name: John H. Costello Title: Assistant Treasurer Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement FIFTH THIRD BANK (CENTRAL OHIO) By: /s/ Christopher D. Jones ---------------------------------------------- Name: Christopher D. Jones Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement FLEET NATIONAL BANK By: /s/ David Catherall ---------------------------------------------- Name: David Catherall Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement FORTIS CAPITAL CORP. By: /s/ John W. Deegan ---------------------------------------------- Name: John W. Deegan Title: Senior Vice President By: /s/ Douglas V. Riahi ---------------------------------------------- Name: John W. Deegan Title: Senior Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement FOXE BASIN CLO 2003, LTD. By Royal Bank of Canada as Collateral Manager By: /s/ Melissa Marano ---------------------------------------------- Name: Melissa Marano Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement FRANKLIN FLOATING RATE MASTER SERIES FRANKLIN FLOATING RATE DAILY ACCESS FUND FRANKLIN CLO IV, LIMITED By: /s/ Tyler Chan ---------------------------------------------- Name: Tyler Chan Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement HARBOUR VIEW CLO IV, LTD. By: /s/ Lisa Chaffee ---------------------------------------------- Name: Lisa Chaffee Title: Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement HARBOUR VIEW CLO V, LTD. By: /s/ Lisa Chaffee ---------------------------------------------- Name: Lisa Chaffee Title: Manager HARBOUR TOWN FUNDING LLC By: /s/ Meredith Koslick ---------------------------------------------- Name: Meredith Koslick Title: Assistant Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement HARRIS TRUST AND SAVINGS BANK By: /s/ Kimberly A. Yates ---------------------------------------------- Name: Kimberly A. Yates Title: Vice President BANK OF MONTREAL By: /s/ Rebecca Kuntz ---------------------------------------------- Name: Rebecca Kuntz Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement HEWETT'S ISLAND CDO, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Manager. By: /s/ Preston I. Carnes, Jr. ---------------------------------------------- Name: Preston I. Carnes, Jr. Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ Ken Hamilton ---------------------------------------------- Name: Ken Hamilton Title: Director By: /s/ Shannon Batchman ---------------------------------------------- Name: Shannon Batchman Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement IDS LIFE INSURANCE COMPANY By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Yvonne E. Stevens ---------------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC as its Investment manager By: /s/ Brian S. Horton ---------------------------------------------- Name: Brian S. Horton Title: Vice President SEQUILS - PILGRIM I, LTD By: ING Investments, LLC as its investment manager By: /s/ Brian S. Horton ---------------------------------------------- Name: Brian S. Horton Title: Vice President ING PRIME RATE TRUST By: ING Investment Management, Co , as its investment manager By: /s/ Brian S. Horton ---------------------------------------------- Name: Brian S. Horton Title: Vice President ING SENIOR INCOME FUND By: ING Investment Management, Co. as its investment manager By: /s/ Brian S. Horton ---------------------------------------------- Name: Brian S. Horton Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KEYBANK NATIONAL ASSOCIATION By: /s/ David J. Wechter ---------------------------------------------- Name: David J. Wechter Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KZH CRESCENT-3 LLC By: /s/ Susan Lee ---------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KZH CYPRESSTREE-1 LLC By: /s/ Susan Lee ---------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KZH PONDVIEW LLC By: /s/ Susan Lee ---------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KZH RIVERSIDE LLC By: /s/ Susan Lee ---------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KZH SOLEIL LLC By: /s/ Susan Lee ---------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KZH SOLEIL-2 LLC By: /s/ Susan Lee ---------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement KZH STERLING LLC By: /s/ Susan Lee ---------------------------------------------- Name: Susan Lee Title: Authorized Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement LASALLE BANK NATIONAL ASSOCIATION By: /s/ Warren F. Weber ---------------------------------------------- Name: Warren F. Weber Title: First Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement LOAN FUNDING V, LLC By: Prudential Investment Management, Inc., as Portfolio Manager By: /s/ B. Ross Smead ---------------------------------------------- Name: B. Ross Smead Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement BLACKROCK LIMITED DURATION INCOME FUND MAGNETITE V CLO, LIMITED By: /s/ Tom Colwell ---------------------------------------------- Name: Tom Colwell Title: Auth. Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement MAPLEWOOD (CAYMAN) LIMITED By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as investment manager By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement METROPOLITAN LIFE INSURANCE COMPANY, as lender By: /s/ James Dingler ---------------------------------------------- Name: James Dingler Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement MIZUHO CORPORATE BANK, LTD. By: /s/ Greg Botshon ---------------------------------------------- Name: Greg Botshon Title: Senior Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement MONUMENT PARK CDO LTD. By: Blackstone Debt Advisors L.P. As Collateral Manager By: /s/ Dean T. Criares ---------------------------------------------- Name: Dean T. Criares Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement MOUNTAIN CAPITAL CLO 1 LTD. By: /s/ Darren P. Riley ---------------------------------------------- Name: Darren P. Riley Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement NATIONAL CITY BANK By: /s/ Thomas E. Redmond ---------------------------------------------- Name: Thomas E. Redmond Title: Senior Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement NOMURA BOND & LOAN FUND By: UFJ Trust Bank Limited as Trustee By: Nomura Corporate Research and Asset Management Inc. Attorney in Fact By: /s/ Elizabeth MacLean ---------------------------------------------- Name: Elizabeth MacLean Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement THE NORINCHUKIN BANK, NEW YORK BRANCH By: /s/ Toshifumi Tsukitani ---------------------------------------------- Name: Toshifumi Tsukitani Title: General Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement THE NORTHERN TRUST COMPANY By: /s/ David J. Sullivan ---------------------------------------------- Name: David J. Sullivan Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager By: /s/ Andrew D. Gordon ---------------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Andrew D. Gordon ---------------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement OCTAGON INVESTMENT PARTNERS V, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Andrew D. Gordon ---------------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement OCTAGON INVESTMENT PARTNERS VI, LTD. By: Octagon Credit Investors, LLC as collateral manager By: /s/ Andrew D. Gordon ---------------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement PINEHURST TRADING, INC. By: /s/ Meredith Koslick ---------------------------------------------- Name: Meredith Koslick Title: Assistant Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement COOPERATIEVE CENTRALE RAIFFEISEN-BORENLEENBANK B.A., "RABOBANK INTERNATIONAL" NEW YORK BRANCH By: /s/ Michael L. Laurie ---------------------------------------------- Name: Michael L. Laurie Title: Executive Director By: /s/ Rebecca Morrow ---------------------------------------------- Name: Rebecca Morrow Title: Executive Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement RIVIERA FUNDING LLC By: /s/ Meredith Koslick ---------------------------------------------- Name: Meredith Koslick Title: Assistant Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SAGAMORE CLO LTD. By. INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SANKATY ADVISORS, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender By: /s/ Diane J. Exter ---------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender By: /s/ Diane J. Exter ---------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SANKATY ADVISORS, LLC as Collateral Manager for CASTLE HILL I-INGOTS, LTD., as Term Lender By: /s/ Diane J. Exter ---------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SANKATY HIGH YIELD PARTNERS II, L.P. By: /s/ Diane J. Exter ---------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SANKATY HIGH YIELD PARTNERS III, L.P. By: /s/ Diane J. Exter ---------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SEABOARD CLO 2000 LTD. BY: Babson Capital Management LLC as Collateral Manager By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SEQUILS-CENTURION V, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------------- Name: Leanne Stavrakis Title: Director - Operations Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Thomas H.B. Ewald ---------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SIERRA CLO I LTD By: /s/ Kevin J. Hickame ---------------------------------------------- Name: Kevin J. Hickame Title: Managing Director Centre Pacific, LLP Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement STEIN ROE & FARNHAM CLO I LTD. By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), As Portfolio Manager By: /s/ Thomas R. Bouchard ---------------------------------------------- Name: Thomas R. Bouchard Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SUFFIELD CLO, LIMITED TRYON CLO LTD. 2000-I By: Babson Capital Management LLC as Collateral Manager By: /s/ David P. Wells, CFA ---------------------------------------------- Name: David P. Wells, CFA Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement THE SUMITOMO TRUST AND BANKING CO., LTD., NEW YORK BRANCH By: /s/ Elizabeth A. Quirk ---------------------------------------------- Name: Elizabeth A. Quirk Title: Vice-President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement SUNTRUST BANK By: /s/ Molly J. Drennan ---------------------------------------------- Name: Molly J. Drennan Title: Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Richard F. Kurth ---------------------------------------------- Name: Richard F. Kurth Title: Senior Vice President By: /s/ Jonathan R. Insull ---------------------------------------------- Name: Jonathan R. Insull Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A. By: TCW Advisors, Inc., as portfolio manager of Loan Funding I LLC By: /s/ Richard F. Kurth ---------------------------------------------- Name: Richard F. Kurth Title: Senior Vice President By: /s/ Jonathan R. Insull ---------------------------------------------- Name: Jonathan R. Insull Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement THE BANK NEW YORK By: /s/ Kenneth R. McDonnell ---------------------------------------------- Name: Kenneth R. McDonnell Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement THE BANK OF NOVA SCOTIA By: /s/ V. Gibson ---------------------------------------------- Name: V. Gibson Title: Assistant Agent Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement THE HUNTINGTON NATIONAL BANK a national banking association By: /s/ Mark A. Koscielski ---------------------------------------------- Name: Mark A. Koscielski Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement TOLLI & CO. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ---------------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement UNION SQUARE CDO LTD. By: Blackstone Debt Advisors L.P. As Collateral Manager By: /s/ Dean T. Criares ---------------------------------------------- Name: Dean T. Criares Title: Managing Director Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY By: /s/ Kwong Yew Wong ---------------------------------------------- Name: Kwong Yew Wong Title: Agent & General Manager By: /s/ Philip Cheong ---------------------------------------------- Name: Philip Cheong Title: VP & Deputy General Manager Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement UFJ BANK LIMITED By: /s/ Stephen C. Small ---------------------------------------------- Name: Stephen C. Small Title: Senior Vice President Signature Page to the First Amendment under The Scotts Company Second Amended and Restated Credit Agreement U.S. BANK NATIONAL ASSOCIATION By: /s/ Robert H. Friend ---------------------------------------------- Name: Robert H. Friend Title: Vice President