XXXXXXXX PARTNERSHIP, L.P.
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AMENDMENT NO. 1
TO
LIQUIDITY PLAN
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JULY 20, 2001
XXXXXXXX PARTNERSHIP, L.P.
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Amendment No. 1
to
Liquidity Plan
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The Liquidity Plan (the "Plan"), adopted as of July 28, 2000 (the
"Effective Date"), by the general partners of Xxxxxxxx Partnership, L.P., a
Delaware limited partnership (the "Partnership"), in accordance with Article V
of the Amended and Restated Agreement of Limited Partnership of Xxxxxxxx
Partnership, L.P., as amended (the "Partnership Agreement"), is hereby amended,
in accordance with Section 7 of the Plan and Article V of the Partnership
Agreement.
1. Defined Terms.
(a) Capitalized terms used herein and not otherwise defined have
the respective meanings assigned to them in the Plan.
2. Amendment.
Section 2 of the Plan is hereby amended by adding the following sentence
at the end of Section 2(a) thereof:
The Partnership shall give each of the General Partners at least 15 days'
prior written notice of each distribution of Scotts Common Stock to be made
pursuant to this Section 2(a) and, notwithstanding anything in this Section 2(a)
to the contrary, each General Partner may elect, by
written notice to the Partnership given at least five days' prior to the date of
either such distribution, to defer (to such later date or dates from time to
time designated by written notice to the Partnership) the making of such
distribution with respect to the holders of the Class of Interests held by such
General Partner.
3. Full Force and Effect.
Except as expressly modified above, the Plan remains in full
force and effect in accordance with its terms.
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