SECOND AMENDMENT

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 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 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.

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
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

HYPONEX CORPORATION
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

SCOTTS AUSTRALIA PTY. LTD
By:	/s/ Xx Xxxxxxxx
	Name:	Xx Xxxxxxxx
	Title:	Vice President - Tax and Risk

SCOTTS CANADA LTD.
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

SCOTTS HOLDINGS LIMITED
By:	/s/ Xx Xxxxxxxx
	Name:	Xx Xxxxxxxx
	Title:	Vice President - Tax and Risk

SCOTTS MANUFACTURING COMPANY
By:	/s/ Xx Xxxxxxxx
	Name:	Xx Xxxxxxxx
	Title:	Vice President - Tax and Risk

Signature Page to Second Amendment


EG SYSTEMS, INC.
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

SCOTTS TEMECULA OPERATIONS, LLC
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

THE SCOTTS COMPANY (UK) LTD.
By:	/s/ Xx Xxxxxxxx
	Name:	Xx Xxxxxxxx
	Title:	Vice President - Tax and Risk

SCOTTS TREASURY EEIG
By:	/s/ Xx Xxxxxxxx
	Name:	Xx Xxxxxxxx
	Title:	Vice President - Tax and Risk

THE SCOTTS COMPANY LLC
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

TEAK 2, LTD., F/K/A/ XXXXX & XXXXXX, LTD.
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

Signature Page to Second Amendment


SMG GROWING MEDIA, INC.
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

XXXXXXX & CO., INC.
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President and General Counsel

Signature Page to Second Amendment


JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Vice President

Signature Page to Second Amendment


AGSTAR FINANCIAL SERVICES, PCA
By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Vice President

BANK LEUMI USA
By:	/s/ Xxxxx Xxx Hong
	Name:	Xxxxx Xxx Hong
	Title:	First Vice President

BANK OF AMERICA, N.A.
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Authorised Signatory


By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Authorised Signatory

THE BANK OF NOVA SCOTIA
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director

Signature Page to Second Amendment


BNP PARIBAS
By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Managing Director


By:	/s/ Fik Durmus
	Name:	Fik Durmus
	Title:	Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD
By:	/s/ Xxxxxx Xxxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxxx
	Title:	Authorized Signatory

CITIBANK N.A.
By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Vice President

CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Senior Vice President

COBANK, ACB
By:	/s/ Xxx Xxxxxx
	Name:	Xxx Xxxxxx
	Title:	Vice President

COMERICA BANK
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Assistant Vice President

Signature Page to Second Amendment


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Director


By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Director

FIFTH THIRD BANK
By:	/s/ Xxxxxxx X. Xxxxxxx, Xx.
	Name:	Xxxxxxx X. Xxxxxxx, Xx.
	Title:	Vice President

FIRSTMERIT BANK, N.A.
By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Duly Authorized Signatory

BMO XXXXXX FINANCING INC. F/K/A BMO CAPITAL MARKETS FINANCING INC.
By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Director

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Xxxx Mo
	Name:	Xxxx Mo
	Title:	Authorized Signatory

Signature Page to Second Amendment


THE NORTHERN TRUST COMPANY
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Vice President

PEOPLE’S UNITED BANK
By:	/s/ Xxxxxxx X. XxXxxx
	Name:	Xxxxxxx X. XxXxxx
	Title:	Senior Commercial Loan Officer, SVP

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH
By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Executive Director


By:	/s/ Xxxxxxx X. Lautie
	Name:	Xxxxxxx X. Lautie
	Title:	Executive Director

THE ROYAL BANK OF SCOTLAND N.V., (CANADA) BRANCH
By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxx
	Title:	Country Executive


By:	/s/ H. Bayu Budiatmanto
	Name:	H. Bayu Budiatmanto
	Title:	Vice President

SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Xxxxxxxx Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	Group Head

Signature Page to Second Amendment


TD BANK, N.A.
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Senior Vice President

XXXXX FARGO BANK N.A.
By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Managing Director

Signature Page to Second Amendment

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Table of Contents

SECOND AMENDMENT

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