FIRST AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO

MASTER RECEIVABLES PURCHASE AGREEMENT

This First Amendment dated as of September 1, 2024 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of October 27, 2023, among The Scotts Miracle-Gro Company, as the Seller Representative and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.

NOW, THEREFORE, for mutual consideration, the receipt of which is hereby acknowledged by the parties, the Purchaser and Seller Representative hereby agree to amend the RPA as follows:

1. Schedule I (Account Debtor Information) of the RPA is hereby deleted in its entirety and replaced with a new Schedule I in the form of Exhibit A attached to this Amendment.

2. In Annex A (Definitions and Principles of Interpretation) of the RPA, the definition of “Program Limit” is hereby deleted in its entirety and replaced with the following: “Program Limit” means $750,000,000.”

3. Except as specifically amended by this Amendment, the provisions of the RPA remain in full force and effect, including without limitation, the uncommitted nature of the receivables purchase facility documented under the RPA.

4. This Amendment shall become effective only after it is fully executed and delivered by the Seller Representative and the Purchaser and shall be governed by, and construed in accordance with, the laws of the State of New York. This Amendment may be executed in counterparts, each of which shall be considered an original, but all of which shall be considered one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year as indicated above.

THE SCOTTS MIRACLE-GRO COMPANY, as Seller Representative

By: _/s/ XXXX X. SCHEIWER_________

Name: _Xxxx X. Scheiwer________________

Title: _VP, Treasurer___________________

JPMORGAN CHASE BANK, N.A., as Purchaser

By: _/s/ XXXXX XXXXXX_______________

Name: _Xxxxx Xxxxxx_____________________

Title: _Executive Director_________________

Exhibit A to First Amendment to Master Receivables Purchase Agreement

Schedule I

Account Debtor Information

Account Debtor			Account Debtor Credit Limit (USD)			Buffer Days
xxx			xxx			xxx
xxx			xxx			xxx
xxx			xxx			xxx
xxx			xxx			xxx
xxx			xxx			xxx