Contract
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Execution Copy
MASTER FRAMEWORK AGREEMENT
This MASTER FRAMEWORK AGREEMENT (this βFramework Agreementβ), is made
and entered into as of April 7, 2017 (the βEffective Dateβ), by and among:
CoΓΆperatieve Rabobank, U.A., New York Branch, a Dutch coΓΆperatieve acting through
its New York Branch (βRabobankβ) and Sumitomo Mitsui Banking Corporation, New York
Branch, a Japanese corporation (βSMBCβ), as purchasers (each, a βBuyerβ and, collectively, the
βBuyersβ);
Rabobank, as Buyersβ agent (in such capacity, βAgentβ); and
The Scotts Company LLC, an Ohio limited liability company (βSellerβ).
Each of Agent, Buyers and Seller may also be referred to herein individually as a
βPartyβ, and collectively as the βPartiesβ.
RECITALS
WHEREAS, Buyers have agreed to provide Seller with a facility under which Buyers and
Seller will enter into certain sale and repurchase agreements with respect to Eligible Receivables
owned by Seller.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Interpretation.
1.1 Definitions. All capitalized terms used in this Framework Agreement (including
its recitals, Exhibits and Schedules) shall, unless defined herein, have the respective meanings set
forth in Schedule 1 hereto and Part 1 of Schedule 3 hereto (as applicable).
1.2 Construction.
(a) The headings, sub-headings and table of contents in this Framework
Agreement shall not affect its interpretation. References in this Framework Agreement to
Sections, Exhibits and Schedules shall, unless the context otherwise requires, be references to
Sections of, and Exhibits and Schedules to, this Framework Agreement.
(b) Words denoting the singular number only shall include the plural number
also and vice versa; words denoting one gender only shall include the other genders and words
denoting persons shall include firms and corporations and vice versa.
(c) References to a Person are also to its permitted successors or assigns.
Exhibit 10.2
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(d) References in this Framework Agreement to any agreement or other
document shall be deemed also to refer to such agreement or document as amended or varied or
novated from time to time.
(e) References to an amendment include a supplement, novation, restatement
or re-enactment, and βamendβ and βamendedβ (or any of their derivative forms) will be
construed accordingly.
(f) Reference to a time of day is a reference to New York City time.
(g) βIncludeβ, βincludesβ and βincludingβ shall be deemed to be followed by
the words βwithout limitation.β
(h) βHereofβ, βheretoβ, βhereinβ and βhereunderβ and words of similar import
when used in this Framework Agreement refer to this Framework Agreement as a whole and not
to any particular provision of this Framework Agreement.
(i) References to a βwritingβ or βwrittenβ include any text transmitted or
made available on paper or through electronic means.
(j) References to β$β, U.S. Dollars or otherwise to dollar amounts refer to the
lawful currency of the United States.
(k) References to a law include any amendment or modification to such law
and any rules and regulations issued thereunder, whether such amendment or modification is
made, or issuance of such rules and regulations occurs, before or after the Effective Date.
2. Transaction Agreements.
2.1 Agreements to be Executed at the Closing. Concurrently with this Framework
Agreement, the Parties intend to execute the following additional agreements (together with this
Framework Agreement and each subsequent Confirmation entered into during the Facility Term
subsequent to the Closing, the βTransaction Agreementsβ) to which they are party:
(a) the Master Repurchase Agreement among Seller and the Buyers;
(b) the Fee Letter among Seller and Buyers;
(c) the Side Letter between Seller and Agent;
(d) the Guaranty;
(e) the Security Agreement; and
(f) each of the Control Agreements.
2.2 Definitions. When used in any Transaction Agreement, capitalized terms not
otherwise defined therein will, to the extent defined herein, have the meanings set forth in this
Framework Agreement (including Schedule 1).
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acknowledged by the Agent, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however, that no such
waiver and no such amendment, supplement or modification shall:
(i) increase the amount or extend the expiration date of any
commitment of any Buyer to participate in any Transaction (including any amendment
that increases any Buyerβs βIndividual Committed Limitβ, βIndividual Funding Limitβ or
βIndividual Participation Amountβ), in each case, without the written consent of each
Buyer adversely affected thereby;
(ii) either (A) amend the definitions of βFunding Amountβ,
βDistribution Amountβ, βEligible Obligorβ, βEligible Obligor Limitβ, or βEligibility
Criteriaβ, except for any amendment to any such definition (x) to correct any scrivener
error(s), (y) to clarify the meaning of any such definition or (z) that otherwise has a de
minimis effect on the substance of any such definition or (B) amend any other provision
of any Transaction Agreement that could increase the amount advanced against any
Transaction Portfolio without the consent of each Buyer adversely affected thereby;
(iii) reduce or forgive any portion of the Repurchase Price of or extend
the scheduled Repurchase Date of any Transaction, reduce the stated rate of any interest
or fee payable under any Transaction Agreement (except in connection with the waiver of
applicability of any post-default increase in interest rates (which waiver shall be effective
with the consent of the Required Buyers)) or extend the scheduled date of any payment
thereof, in each case, without the written consent of each Buyer adversely affected
thereby;
(iv) amend, modify or waive any provision of this Framework
Agreement in a manner that would alter the pro rata sharing of payments required
hereunder, without the written consent of each Buyer;
(v) change the voting rights of the Buyers under this Section 9.5 or the
definition of the term βRequired Buyersβ or any other provision hereof specifying the
number or percentage of the Buyers required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the written
consent of each Buyer; or
(vi) release all or a material portion of the Collateral granted under the
Master Repurchase Agreement or the Security Agreement (respectively) without the
written consent of each Buyer, in each case, other than in accordance with, or connection
with a disposition permitted under, the Transaction Agreements; and
(vii) amend, modify or waive any provision Article VI of this
Framework Agreement or any other provision of any Transaction Agreement that would
adversely affect the Agent without the written consent of the Agent.
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9.6 Binding Effect. The Transaction Agreements will be binding upon and inure to
the benefit of the Parties and their respective heirs, legal representatives, successors, and
permitted assigns.
9.7 Assignment. Except as provided in this Framework Agreement or any other
Transaction Agreement, neither this Framework Agreement nor any other Transaction
Agreement, respectively, may be assigned or otherwise transferred, nor may any right or
obligation hereunder or under another Transaction Agreement be assigned or transferred by any
Party without the consent of the other Parties. Any permitted assignee shall assume all
obligations of its assignor under this Framework Agreement; provided, that in the event of any
assignment by a Defaulting Buyer required pursuant to Section 4.5(b) or of a Reducing Buyer
required pursuant to Section 4.6(c), any indemnity obligations owed to or by such Defaulting
Buyer or Reducing Buyer under the Transaction Agreements shall survive such assignment.
This Framework Agreement is binding upon the permitted successors and assigns of the Parties.
Any attempted assignment not in accordance with this Section 9.7 shall be void.
9.8 Notices. All notices, requests, demands, and other communications required or
permitted to be given under any of the Transaction Agreements to any Party must be in writing
delivered to the applicable Party at the following address:
If to Rabobank or Agent:
CoΓΆperatieve Rabobank, U.A., New York Branch
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx XxXxxxxx
E-Mail: XXXxxx@xxxxxxxx.xxx
With copy to:
CoΓΆperatieve Rabobank, U.A., New York Branch
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: SecMo
E-Mail: XxxXx@xxxxxxxx.xxx
If to SMBC:
Sumitomo Mitsui Banking Corporation, New York Branch
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx;
Xxxx Xxxxxxxxxx
E-mail: xxxxx_xxxxxxx@xxxxxxxxx.xxx;
xxxx_xxxxxxxxxx@xxxxxxxxx.xxx
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With copy to:
Sumitomo Mitsui Banking Corporation, New York Branch
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: USNE Agency Closing;
Xxxxxxx Xxxxxxxxx;
Xxxxx Xxxx
E-mail: XXXXXxxxxxXxxxxxx@xxxxxxxxx.xxx;
XXXXXxxxxxXxxxxx@xxxxxxxxx.xxx;
Xxxxxxx_xxxxxxxxx@xxxxxxxxx.xxx;
xxxxx_xxxx@xxxxxxxxx.xxx
If to Seller:
The Scotts Company LLC
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Treasurer
E-mail xxxxxxxx.xxxxxxxxxx@xxxxxx.xxx
With a copy to:
The Scotts Company LLC
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
Attention: General Counsel
E-mail xxxxxxxxxxxxxx@xxxxxx.xxx
or to such other address as such Party may designate by written notice to each other Party. Each
notice, request, demand, or other communication will be deemed given and effective, as follows:
(i) if sent by hand delivery, upon delivery; (ii) if sent by first-class U.S. Mail, postage prepaid,
upon the earlier to occur of receipt or three days after deposit in the U.S. Mail; (iii) if sent by a
recognized prepaid overnight courier service, one Business Day after the date it is given to such
service; (iv) if sent by facsimile, upon receipt of confirmation of successful transmission by the
facsimile machine; and (iv) if sent by e-mail, upon acknowledgement of receipt by the recipient.
9.9 GOVERNING LAW. THIS FRAMEWORK AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW
PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.
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9.10 Jurisdiction. Each Party hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating
to this Framework Agreement, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the state of New York located
in the Borough of Manhattan in the City of New York, the courts of the United States of America
for the Southern District of New York and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the applicable party at its respective address set forth in
Section 9.8 or at such other address which has been designated in accordance therewith; and
(d) agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by Law or shall limit the right to xxx in any other jurisdiction.
9.11 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO ANY OF THE TRANSACTION
AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION AGREEMENTS, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY EITHER PARTY AGAINST THE
OTHER, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE. EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR
CAUSE OF ACTION WILL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE PREVIOUS SENTENCE, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM, OR
OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF ANY
TRANSACTION AGREEMENTS. THIS WAIVER WILL APPLY TO ANY
SUBSEQUENT AMENDMENT, RENEWAL, SUPPLEMENT, OR MODIFICATION TO
ANY OF THE TRANSACTION AGREEMENTS.
9.12 Severability. If any provision of a Transaction Agreement is held by a court of
competent jurisdiction to be invalid, unenforceable, or void, that provision will be enforced to
the fullest extent permitted by applicable Law, and the remainder of the applicable Transaction
Agreement will remain in full force and effect. If the time period or scope of any provision is
declared by a court of competent jurisdiction to exceed the maximum time period or scope that
that court deems enforceable, then that court will reduce the time period or scope to the
maximum time period or scope permitted by Law.
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[Signature Page to Master Framework Agreement]
IN WITNESS WHEREOF, the Parties have executed this Master Framework Agreement
as of the date first written above.
Buyer and Agent:
CoΓΆperatieve Rabobank, U.A., New York Branch
By:
/s/ XXXXXX XXXXXXXX
Name: Xxxxxx XxXxxxxx
Title: Vice President
By:
/s/ XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: Executive Director
[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]
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[Signature Page to Master Framework Agreement]
IN WITNESS WHEREOF, the Parties have executed this Master Framework Agreement
as of the date first written above.
Buyer:
Sumitomo Mitsui Banking Corporation,
New York Branch
By:
/s/ YUJI KAWASAKI
Name: Yuji Kawasaki
Title: Director, Global Trade Finance Dept
[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]
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[Signature Page to Master Framework Agreement]
IN WITNESS WHEREOF, the Parties have executed this Master Framework Agreement
as of the date first written above.
Seller:
The Scotts Company, LLC
By:
/s/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
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Schedule 1 to Master Framework Agreement
SCHEDULE 1
DEFINITIONS
As used in the Transaction Agreements, the following terms have the following meanings
unless otherwise defined in any Transaction Agreement:
βActionβ means any suit in equity, action at law or other judicial or administrative
proceeding conducted or presided over by any Governmental Authority.
βAdministrative Agentβ has the meaning set forth in the definition of Credit Agreement.
βAffiliateβ of a Party means any Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, that Party. The term
βcontrolβ (including the terms βcontrolled byβ and βunder common control withβ) means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract, or
otherwise.
βAgentβ has the meaning set forth in the Preamble.
βAggregate Buyer Balanceβ means, as of any time of determination, the sum of the
Individual Buyer Balances of each Buyer as of such time.
βAggregate Funding Limitβ means, as of any date of determination with respect to any
Transaction or proposed Transaction, (x) the sum of the applicable Individual Funding Limits for
each of the Buyers as of such date of determination plus (y) the sum of the Individual Committed
Limits for each Buyer (if any) that is a Reducing Buyer as of such date of determination.
βAnti-Corruption Lawsβ means the Foreign Corrupt Practices Act of 1977, the UK Bribery
Act of 2010, and the rules and regulations promulgated thereunder, and all other laws, rules, and
regulations of any jurisdiction applicable to Seller or any of its Subsidiaries concerning or relating to
bribery or corruption.
βAnti-Money Laundering Lawsβ means any Laws of the United States, the United Nations,
the United Kingdom, the European Union or the Netherlands relating to terrorism financing or
money laundering, including the Money Laundering Control Act of 1986, the Bank Secrecy Act, the
International Emergency Economic Powers Act (50 U.S.C. Β§ 1701 et seq.), the Trading With the
Enemy Act (22 U.S.C. Β§ 5 et seq.), the International Security Development and Cooperation Act (22
U.S.C. Β§ 2349aa-9 et seq.), the Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001, the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (aka, the Patriot Act), any rules or
regulations promulgated pursuant to or under the authority of any of the foregoing, and
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Schedule 1 to Master Framework Agreement
corresponding laws of the jurisdictions in which Seller or any of its Subsidiaries operates or in which
Seller or any of its Subsidiaries will use the proceeds of any Transactions.
βBail-In Actionβ means the exercise of any Write-down and Conversion Powers.
βBail-In Legislationβ means, in relation to an EEA Member Country which has
implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a
framework for the recovery and resolution of credit institutions and investment firms, the relevant
implementing Laws as described in the EU Bail-In Legislation Schedule from time to time.
βBankruptcyβ means, with respect to any Person, that such Person (a) is dissolved (other
than pursuant to a consolidation, amalgamation or merger); (b) becomes insolvent or is unable to pay
its debts or fails or admits in writing in a judicial, regulatory or administrative proceeding or filing
its inability generally to pay its debts as they become due; (c) makes a general assignment,
arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted
against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency Law or other similar Law affecting creditorsβ rights, or a petition is
presented for its winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition (i) results in a judgment of insolvency
or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or
liquidation or (ii) is not dismissed, discharged, stayed or restrained in each case within sixty calendar
days of the institution or presentation thereof; (e) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (f)
seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or similar official for it or for all or substantially all of its assets; (g) has a
secured party take possession of all or substantially all of its assets, or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or against all or
substantially all its assets which results in the entry of an order for any such relief, and such secured
party maintains possession, or any such order for relief is not dismissed, discharged, stayed or
restrained, in each case within sixty calendar days following the taking of such possession or entry
of such order (as applicable); or (h) causes or is subject to any event with respect to it which, under
the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in
clauses (a) to (g) (inclusive).
βBusiness Dayβ means any day other than (i) a Saturday or Sunday or (ii) a day on which
banking institutions located in New York City are permitted or required by applicable Law or
regulation to remain closed.
βBuyerβ has the meaning set forth in the Preamble.
βChange of Controlβ means with respect to any Person, the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder as in effect on the date hereof) other than one or more members of the Control Group, of
voting equity securities representing more than 50% of the aggregate ordinary voting power
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Schedule 1 to Master Framework Agreement
represented by the issued and outstanding voting equity securities of such Person; provided, that the
failure of Seller to remain a direct or indirect wholly-owned Subsidiary of Guarantor shall also
constitute a Change of Control with respect to Seller.
βCodeβ means the Internal Revenue Code of 1986, as amended.
βCollateralβ means, collectively, (i) the βCollateralβ as such term is defined in the Master
Repurchase Agreement and (ii) the βCollateralβ as such term is defined in the Security Agreement.
βCollection Accountβ means any of (i) the Collection Account (Wal-Mart), (ii) the
Collection Account (Home Depot) and (iii) the Collection Account (Loweβs).
βCollection Account (Wal-Mart)β has the meaning set forth in the Security Agreement.
βCollection Account (Home Depot)β has the meaning set forth in the Security Agreement.
βCollection Account (Loweβs)β has the meaning set forth in the Security Agreement.
βConfirmationβ has the meaning set forth in the Master Repurchase Agreement.
βContractβ means a contract between Seller and an Obligor governing the terms and
conditions pursuant to which Goods are sold or services are rendered by Seller to such Obligor and a
Receivable arises.
βControl Agreementsβ means each Blocked Account Control Agreement (βShifting Controlβ)
dated as of the Effective Date, by and among Seller, Agent and Depositary with respect to each of
the respective Collection Accounts.
βControl Groupβ means the Xxxxxxxx Partnership, L.P., the general partners of the
Xxxxxxxx Partnership, L.P. and, in the case of such individuals, their respective executors,
administrators and heirs and their families and trusts for their benefit.
βCredit Agreementβ means that certain Fourth Amended and Restated Credit Agreement
dated as of October 29, 2015, among Guarantor, Seller and certain of their Affiliates, as Borrowers,
the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative
agent (together with any successor, the βAdministrative Agentβ) thereunder (as such agreement may
be amended, restated or otherwise modified from time to time).
βCredit Agreement Documentsβ means, collectively, the Credit Agreement and the Credit
Facility Security Agreement.
βCredit Facility Security Agreementβ means that certain Fourth Amended and Restated
Guarantee and Collateral Agreement dated as of October 29, 2015, made by Guarantor, Seller and
certain other subsidiaries of Guarantor in favor of JPMorgan Chase Bank, N. A., as Administrative
Agent (as amended, restated, supplemented or modified from time to time).
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Schedule 1 to Master Framework Agreement
βDefaulted Obligorβ has the meaning set forth in the definition of Eligible Obligor.
βDefaulting Buyerβ has the meaning set forth in Section 4.5.
βDepositaryβ means JPMorgan Chase Bank, N.A.
βDirect Taxesβ means sales, use, excise, gross receipts, fuel, value added, export/import,
acquisition, transfer and similar Taxes, or any inspection fees, environmental fees and similar
amounts imposed on or with respect to any Eligible Receivable or any Contracts related thereto.
βDistribution Amountβ means, collectively, for any Buyer (without duplication),
(a) with respect to any expiring Transaction, an amount equal to the product of (x) the
amount of Funded Repurchase Price paid by Seller with respect to such Transaction which is
attributable to payments of Price Differential multiplied by (y) such Buyerβs Individual Funded
Percentage in connection with such expiring Transaction immediately prior to the applicable
Repurchase Date;
(b) with respect to any Transaction expiring on a Repurchase Date that does not coincide
with the Purchase Date for a subsequent Transaction, an amount equal to the product of (x) any
Funded Repurchase Price paid by Seller in connection with such expiring Transaction multiplied by
(y) such Buyerβs Individual Funded Percentage in connection with such expiring Transaction
immediately prior to the applicable Repurchase Date; and
(c) with respect to any Transaction expiring on a Repurchase Date that coincides with the
Purchase Date for a subsequent Transaction, an amount equal to such Buyerβs Individual Funding
Reduction Amount (if any) with respect to such subsequent Transaction, subject to Section 4.4(c).
βEEA Member Countryβ means any member state of the European Union, Iceland,
Liechtenstein and Norway.
βEligibility Criteriaβ means the criteria set forth in Part 2 of Schedule 3.
βEligible Obligorβ means, as of any date, an Obligor listed on Part 1 of Schedule 3 hereto as
of such date; provided that any such Obligor which is Insolvent or a Related Obligor of which is
Insolvent shall cease to be an Eligible Obligor from and after the date on which such Obligor (or
Related Obligor) becomes Insolvent (thereafter, a βDefaulted Obligorβ).
βEligible Obligor Limitβ means, with respect to each Eligible Obligor Group as of any date
of determination, the βGroup Limitβ for such Eligible Obligor Group set forth in the table on Part 1
of Schedule 3;
βEligible Obligor Receivableβ means a Receivable originated by Seller and owing by an
Obligor listed in Part 1 of Schedule 3 to this Framework Agreement.
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Schedule 1 to Master Framework Agreement
βEligible Receivableβ means, for purposes of any Transaction, a Receivable that meets all of
the Eligibility Criteria in connection with such Transaction.
βEligible Receivables Portfolioβ means, with respect to any outstanding or proposed
Transaction, all Receivables originated by Seller prior to the date on which the Transaction Notice
for such Transaction is delivered by Seller to Agent (including Receivables subject to an outstanding
Transaction) which are Eligible Receivables as of the date on which such Transaction Notice is
delivered and are expected to remain Eligible Receivables as of the applicable Purchase Date.
βEngagement Letterβ means that certain Engagement Letter dated February 14, 2017,
between Rabobank and Guarantor.
βEU Bail-In Legislation Scheduleβ means the document described as such and published by
the Loan Market Association (or any successor Person) from time to time.
βEvent of Defaultβ means any of the following:
(a) Seller or Guarantor shall have failed to pay any Repurchase Price in respect of
any Transaction (other than the portion thereof attributable to Price Differential) when and as the
same shall become due and payable, and such failure shall continue unremedied for a period of one
(1) or more Business Days;
(b) Seller or Guarantor shall have failed to pay any portion of Repurchase Price
attributable to Price Differential, any fee required to be paid under the Fee Letter or the Side Letter,
any amount required to be refunded pursuant to Section 4.2(b) hereof, or any other amounts owing
under any Transaction Agreement (other than amounts specified in clause (a) of this definition), in
each case, when and as the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) or more Business Days;
(c) Seller or Guarantor shall fail to observe or perform any covenant or agreement
set forth in Sections 5.3(f ) or 5.3(i) of this Framework Agreement.
(d) Seller or Guarantor shall fail to observe or perform any covenant, condition or
agreement contained in this Framework Agreement or any other Transaction Agreement (excluding
any covenants, conditions or agreements specified in clauses (a), (b) or (c) of this definition) and
such failure shall continue unremedied for a period of thirty (30) or more days;
(e) any representation or warranty made or deemed made by or on behalf of
Seller or Guarantor in or in connection with this Framework Agreement or any other Transaction
Agreement shall prove to have been incorrect in any material respect when made or deemed made
(excluding the representations or warranties set forth in Section 5.2 of this Framework Agreement
unless the failure of such representations and warranties would, individually or in the aggregate,
have a Material Adverse Effect), and such failure to be correct shall continue unremedied for a
period of thirty (30) or more days;
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Schedule 1 to Master Framework Agreement
(f) Agent shall cease to have a perfected Security Interest in any Collateral
granted by Seller pursuant to the Master Repurchase Agreement or the Security Agreement, except
to the extent released in accordance with, or in connection with a disposition permitted under, the
Transaction Agreements;
(g) Seller or Guarantor shall become Insolvent;
(h) one or more judgments for the payment of money in an aggregate amount (to
the extent not covered by insurance) in excess of $100,000,000 shall be rendered against
Seller, Guarantor, any Subsidiaries of Guarantor or any combination thereof, and the same shall
remain undischarged for a period of 60 or more consecutive days during which execution shall not be
effectively stayed, vacated or bonded pending appeal;
(i) the Guaranty, the Security Agreement or any Control Agreement shall cease
to be in full force and effect, or its validity or enforceability shall be disputed by Seller or Guarantor;
(j) a Change of Control shall occur with respect to Seller or Guarantor; or
(k) an βEvent of Defaultβ shall occur and be continuing under the Credit
Agreement.
βFace Amountβ means, with respect to any Receivable at any given time, the gross amount
(if any) outstanding in respect of such Receivable at such time.
βFacility Expiration Dateβ means the Scheduled Facility Expiration Date; provided, that
(i) the Facility Expiration Date shall be deemed to have occurred on the first date (if any) upon
which Seller or Guarantor becomes Insolvent, (ii) on any Business Day during which an Event of
Default has occurred and is continuing, Agent may deliver a written notice to Seller and each Buyer
terminating the Facility Term, in which case the Facility Expiration Date shall be deemed to occur
on the date of such delivery, (iii) on any Business Day during the Facility Term, Seller may deliver a
written notice to Agent terminating the Facility Term effective as of the first Weekly Date to occur
that is at least three (3) Business Days following the date of such delivery and (iv) if all Buyers
hereunder have become Reducing Buyers as of any date, Agent may deliver to Seller and each Buyer
a written notice terminating the Facility Term effective as of the later of (x) the first Weekly Date
following the delivery of such written notice and (y) the first Weekly Date occurring on or after the
expiration of the Seasonal Commitment Period.
βFacility Termβ means the period beginning on the Effective Date and ending on the Facility
Expiration Date.
βFee Letterβ means that certain Fee Letter Agreement dated as of the Effective Date, by and
between Seller, Agent and the Buyers.
βFramework Agreementβ has the meaning set forth in the Preamble.
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Schedule 1 to Master Framework Agreement
βFunded Purchase Priceβ means, with respect to any Transaction entered into (or proposed
to be entered into) on any Purchase Date, the excess of (a) the Purchase Price for such Transaction
over (b) the amount of Repurchase Price under any Transaction whose Repurchase Date coincides
with such Purchase Date which is netted against such Purchase Price in accordance with Paragraph
12 of the Master Repurchase Agreement (any such netting being subject to Paragraph 12 of Annex I
to the Master Repurchase Agreement).
βFunded Repurchase Priceβ means, with respect to any Transaction expiring on any
Repurchase Date, the excess of (a) the Repurchase Price for such Transaction over (b) the amount of
any Purchase Price under any other Transaction whose Purchase Date coincides with such
Repurchase Date which is netted against such Repurchase Price in accordance with Paragraph 12 of
the Master Repurchase Agreement (any such netting being subject to Paragraph 12 of Annex I to the
Master Repurchase Agreement).
βFunding Amountβ means, with respect to any Buyer in connection with any Transaction, an
amount equal to the excess, if any of (x) such Buyerβs Individual Participation Amount in connection
with such Transaction as of the applicable Purchase Date over (y) such Buyerβs Individual Buyer
Balance immediately prior to such Purchase Date.
βFunding Conditionsβ has the meaning set forth in Section 4.3(a).
βFunding Noticeβ has the meaning set forth in Section 4.2(a).
βGAAPβ means generally accepted accounting principles as applied in the United States.
βGoodsβ means any products or any other goods that are the subject of any of the Contracts
and that give rise to any Receivables.
βGovernmental Authorityβ means any federal, state, local or foreign government or political
subdivision thereof, or any agency or instrumentality of such government or political subdivision, or
any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supranational bodies such as the European Union or the
European Central Bank).
βGovernmental Orderβ means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.
βGuarantorβ means The Scotts Miracle-Gro Company, an Ohio corporation.
βGuarantyβ means that certain Guaranty, dated as of the Effective Date, executed by
Guarantor in favor of Agent and the Buyers.
βIndividual Buyer Balanceβ means, for any Buyer as of any time of determination, the
excess, if any, of (x) the aggregate Funding Amounts funded by such Buyer and applied to Funded
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Schedule 1 to Master Framework Agreement
Purchase Price over (y) the aggregate Distribution Amounts allocated to such Buyer with respect to
Funded Repurchase Price received by Agent (excluding Distribution Amounts referred to in clause
(a) of the definition thereof) in connection with the outstanding Transaction (if any) and all prior
Transactions as of such time of determination, subject to transfer or adjustment in accordance with
the terms hereof.
βIndividual Committed Limitβ means, with respect to any Buyer, (i) as of any date of
determination occurring during the Seasonal Commitment Period, the βCommitted Limitβ for such
Buyer set forth in Schedule 4 to this Framework Agreement for such Buyer, subject to transfer or
adjustment in accordance with the terms hereof; provided, that, upon any reduction of the Seasonal
Commitment Amount pursuant to the proviso to clause (i) of the definition thereof, the βCommitted
Limitβ of each Buyer set forth in Schedule 4 to this Framework Agreement shall deemed to be
reduced by an amount equal to the product of (x) the amount of such reduction in the Seasonal
Commitment Amount and (y) a fraction the numerator of which is the Individual Committed Limit
of such Buyer and the denominator of which is the Individual Committed Limits of all Buyers (in
each case, immediately prior to giving effect to this proviso) and (ii) as of any date of determination
which does not occur during the Seasonal Commitment Period, zero.
βIndividual Funded Percentageβ means, with respect to any Buyer as of any date of
determination or in connection with any Transaction, a fraction (expressed as a percentage), (a) the
numerator of which is the Individual Buyer Balance of such Buyer as of such date of determination
and (b) the denominator of which is the Aggregate Buyer Balance as of such date of determination.
βIndividual Funding Limitβ means, with respect to any Buyer as of any date of
determination, the βFunding Limitβ for such Buyer set forth in Schedule 4 to this Framework
Agreement for such Buyer, subject to reduction, transfer or adjustment in accordance with the terms
hereof.
βIndividual Funding Reduction Amountβ means, with respect to any Buyer in connection
with any Transaction, the excess (if any) of (x) such Buyerβs Individual Buyer Balance immediately
prior to giving effect to such Transaction over (y) such Buyerβs Individual Participation Amount
with respect to such Transaction.
βIndividual Participation Amountβ means, for any Buyer with respect to any Transaction,
the product of (x) the Purchase Price for such Transaction (without regard to any adjustment thereof
made pursuant to Section 4.5(a)) multiplied by (y) such Buyerβs Individual Participation Percentage
as of the Purchase Date for such Transaction, subject to transfer or adjustment in accordance with
the terms hereof; provided, that in connection with any Transaction entered into (or proposed to be
entered into) on a Purchase Date that occurs during the Seasonal Commitment Period and as of
which Purchase Date one or more Buyers is a Reducing Buyer, the Individual Participation Amount
for each Buyer with respect to such Transaction shall instead be calculated in accordance with
Section 4.6(c).
βIndividual Participation Percentageβ means, for any Buyer with respect to any
Transaction, a fraction (expressed as a percentage), (a) the numerator of which is the Individual
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Schedule 1 to Master Framework Agreement
Funding Limit of such Buyer as of the Purchase Date for such Transaction and (b) the denominator
of which is the sum of the Individual Funding Limits of all Buyers as of such Purchase Date.
βInvoiceβ means an invoice, draft or xxxx of exchange issued after title to the applicable
Goods has transferred to the Obligor (or services have been rendered to the Obligor) including
provisional invoices, drafts or bills of exchange that meet the foregoing condition and provided, that
such provisional invoices, drafts or bills of exchange are only subject to customary adjustment
practices. βInvoicedβ has correlative meaning.
βInsolventβ means, with respect to any Person, that (i) a Bankruptcy shall have occurred with
respect to such Person or (ii) Seller shall have received a written notice from the applicable Person
or from Agent or any Buyer informing Seller, or Seller shall otherwise have actual knowledge, that
(x) a default in the payment when due, after any applicable grace period, of any indebtedness or any
amount due the U.S. Dollar equivalent of the aggregate principal amount of which exceeds
$100,000,000 issued, assumed or guaranteed by such Person (other than indebtedness owing by any
Affiliate of such Person to such Person or to another Affiliate) or (y) or a default or other event
under any indenture, agreement or other instrument under which any such indebtedness described in
clause (x) above is outstanding occurs, the result of which would allow the holder thereof to
accelerate the payment of such indebtedness prior to its stated maturity. βInsolvencyβ has
correlative meaning.
βJPM Letter Agreementβ means that certain Letter Agreement dated as of the Effective Date,
by and among Agent, Seller, Guarantor and the Administrative Agent.
βLawβ means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty,
common law, judgment, decree, other requirement or rule of law of any Governmental Authority.
βMarket Valueβ means, with respect to any Eligible Obligor Receivable as of any date of
determination, the product of (x) the Net Face Amount of such Eligible Obligor Receivable as of
such date of determination multiplied by (y) ninety percent (90%).
βMaster Repurchase Agreementβ means that certain 1996 SIFMA Master Repurchase
Agreement dated as of April 7, 2017, between Seller and Buyers, including Annex I thereto (and as
amended thereby).
βMaterial Adverse Effectβ means a material adverse effect on (a) the Eligible Receivables,
taken as a whole, (b) the ability of Seller to perform any of its material obligations under the
Transaction Agreements to which it is a party or (c) the rights of or benefits available to the Buyers
under the Transaction Agreements.
βMonsanto Agreementβ means Amended and Restated Exclusive Agency and Marketing
Agreement between The Scotts Company LLC and Monsanto Company, dated as of September 30,
1998 (as amended as of March 10, 2005 and March 28, 2008 and by that certain Amendment to
Amended and Restated Exclusive Agency and Marketing Agreement between The Scotts Company
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Schedule 1 to Master Framework Agreement
LLC and Monsanto Company, dated as of May 15, 2015), as the same may be amended, modified,
restated, extended, renewed or replaced from time to time.
βMonsanto Collectionsβ has the meaning set forth in Section 5.4(c).
βMonsanto Companyβ means The Monsanto Company, a Delaware corporation.
βMonsanto Receivablesβ has the meaning set forth in Section 5.4(c).
βMoodyβsβ means Xxxxx'x Investors Service, Inc. and any successor or successors thereto.
βNet Face Amountβ means, with respect to any Eligible Obligor Receivable as of any date of
determination, the product of (x) the Face Amount of such Eligible Obligor Receivable multiplied by
(y) the applicable Net Face Percentage for the relevant Eligible Obligor Group as of such date of
determination.
βNet Face Percentageβ means, for any Eligible Obligor Group as of any date of
determination, a fraction, expressed as a percentage,
(a) the numerator of which is calculated as (x) minus (y), where (x) is the aggregate
Face Amount of all Eligible Obligor Receivables of such Eligible Obligor Group as of such date of
determination and (y) is the sum (as determined by Seller in good faith and reflected in any
applicable Portfolio Schedule prepared as of such date of determination) of all open account credits,
trade accruals, return accruals and any other reductions, discounts or similar items (in each case,
arising in the ordinary course of business) taken by, or owing or credited to, the Obligors in such
Eligible Obligor Group as of such date of determination; provided, that such numerator shall be no
less than zero, and
(b) the denominator of which is the aggregate Face Amount of all Eligible Obligor
Receivables of such Eligible Obligor Group as of such date of determination.
βOFACβ means the Office of Foreign Assets Control of the U.S. Department of the
Treasury.
βObligorβ means, with respect to any Receivable, the Person that owes a payment obligation
in respect thereof; provided, that, for the avoidance of doubt, neither Seller nor Guarantor is an
Obligor.
βObligor Collection Accountβ means (i) with respect to the Wal-Mart Obligors, the
Collection Account (Wal-Mart), (ii) with respect to the Loweβs Obligors, the Collection Account
(Loweβs) and (iii) with respect to the Home Depot Obligors, the Collection Account (Home Depot).
βOrganizational Documentsβ means a Partyβs articles or certificate of incorporation and its
by-laws or similar governing instruments required by the laws of its jurisdiction of formation or
organization.
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Schedule 1 to Master Framework Agreement
βParticipating Buyerβ means, with respect to any Transaction, each Buyer that has (or will
have) an Individual Buyer Balance greater than zero after giving to effect to the entry into such
Transaction.
βPartyβ and βPartiesβ have the meaning set forth in the Preamble.
βPermitsβ means all permits, licenses, franchises, approvals, authorizations, registrations,
certificates, variances and similar rights obtained, or required to be obtained, from Governmental
Authorities.
βPersonβ means an individual, corporation, partnership, joint venture, limited liability
company, Governmental Authority, unincorporated organization, trust, association, or other entity.
βPortfolio Scheduleβ has the meaning set forth in the Master Repurchase Agreement.
βPotential Event of Defaultβ means the occurrence of any event that, with the giving of
notice or lapse of time, would become an Event of Default.
βPrice Differentialβ has the meaning set forth in the Master Repurchase Agreement.
βPricing Rateβ has the meaning set forth in the Master Repurchase Agreement.
βPricing Scheduleβ has the meaning set forth in the Master Repurchase Agreement.
βPurchase Dateβ has the meaning set forth in the Master Repurchase Agreement.
βPurchase Priceβ has the meaning set forth in the Master Repurchase Agreement.
βPurchased Securitiesβ has the meaning set forth in the Master Repurchase Agreement.
βPurchased Receivablesβ means, as of any date of determination, each of the Receivables
included in the Transaction Portfolio (as determined in accordance with the definition thereof) for an
outstanding Transaction.
βRabobankβ has the meaning set forth in the Preamble.
βRatings Eventβ means any of the following events: (i) the Guarantor ceases to have an
issuer rating from S&P, (ii) the issuer rating of Guarantor from S&P ceases to be at least B, (iii)
Guarantor ceases to have a corporate family rating from Moodyβs or (iv) the corporate family rating
of Guarantor from Moodyβs S&P ceases to be at least B2.
βReceivableβ means an Obligorβs payment obligation to Seller in connection with an Invoice
issued by Seller to such Obligor for the sale of Goods by Seller to such Obligor (including, if
applicable, any state and local taxes and similar amounts payable by the Obligor together with the
purchase price).
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Schedule 1 to Master Framework Agreement
βReducing Buyerβ has the meaning set forth in Section 4.6(a).
βReduction Noticeβ has the meaning set forth in Section 4.6(a).
βRelated Contract Rightsβ means in relation to any Receivable, to the extent not prohibited
by the relevant Contract (which prohibition is not superseded under applicable law), any rights of
Seller under or relating to the Contract to the extent necessary to enforce collection of the
Receivable, subject to any encumbrances on such Related Contract Right created or suffered to exist
by Seller or its Affiliates or other contractual restrictions applicable to Seller, provided that such
encumbrance or other contractual restrictions do not materially impair the Buyersβ ability to receive
or collect full payment of such Receivable.
βRelated Obligorβ means, with respect to any Obligor in any Eligible Obligor Group, any
other Obligor that is part of the same Eligible Obligor Group (including the applicable Eligible
Obligor Parent).
βRelated Partiesβ means, with respect to any Person, such Personβs Affiliates and the
partners, directors, officers, employees, agents, sub-agents, trustees and advisors of such Person and
of such Personβs Affiliates.
βRelated Rightsβ means, with respect to any Receivable, to the extent not prohibited by the
relevant Contract (which prohibition is not superseded under applicable law), subject to any
encumbrances on such Related Rights created or suffered to exist by Seller or its Affiliates or other
contractual restrictions applicable to Seller, provided that such encumbrance or other contractual
restrictions do not materially impair the Buyersβ ability to receive or collect full payment of such
Receivable:
(a) all security interests or liens and property subject thereto from time to time
held by or for the benefit of Seller purporting to secure payment of such
Receivable, whether pursuant to the Contract related to such Receivable or
otherwise; and
(b) all guarantees, insurance (but only to the extent such insurance relates solely
to Receivables that are of the type that will be sold hereunder) and other
agreements or arrangements of whatever character from time to time held by
or for the benefit of Seller supporting or securing payment of such Receivable,
whether pursuant to the Contract related to such Receivable or otherwise.
βRepurchase Dateβ has the meaning set forth in the Master Repurchase Agreement.
βRepurchase Priceβ has the meaning set forth in the Master Repurchase Agreement.
βRequired Buyersβ means, as of any date of determination, at least two non-Defaulting
Buyers (or all non-Defaulting Buyers if there is only one such Buyer), representing more than 50%
of the aggregate Individual Funding Limits of all non-Defaulting Buyers as of such date of
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Schedule 1 to Master Framework Agreement
determination; provided, that, solely for purposes of this definition, the Individual Funding Limit of
any Reducing Buyer as of any date prior to the expiration of the Seasonal Commitment Period shall
be deemed to be equal to its Individual Committed Limit as determined in accordance with clause (i)
of the definition thereof (regardless of whether the Seasonal Commitment Period has commenced as
of such date).
βResolution Authorityβ means any body which has authority to exercise any Write-down and
Conversion Powers.
βResponsible Officerβ means, as to any Person, the Chairman, Chief Executive Officer,
President, Chief Financial Officer, Treasurer, Controller or an Executive or Senior Vice President of
such Person.
βS&Pβ means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services
LLC business, and any successor or successors thereto.
βSanctioned Countryβ means, at any time, a country or territory that is the target of
comprehensive, country-wide or territory-wide Sanctions.
βSanctioned Personβ means, at any time, (a) any Person that is the target of any Sanctions,
(b) any Person listed in any Sanctions-related list of designated Persons maintained by any U.S.
Governmental Authority (including OFAC or the U.S. Department of State), Her Majestyβs Treasury
of the United Kingdom, the United Nations Security Council, the European Union or the
Netherlands, (c) any Person organized or resident in a Sanctioned Country or (d) any Person that is
fifty-percent or more owned, directly or indirectly, in the aggregate by, or is otherwise controlled by
(within the meaning of applicable Sanctions Laws), any Person referred to in clauses (a), (b) or (c)
above.
βSanctionsβ means all economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a) any U.S. Governmental Authority, including those
administered by OFAC or the U.S. Department of State; (b) Her Majestyβs Treasury of the United
Kingdom; (c) the United Nations Security Council; (d) the European Union; or (e) the Netherlands.
βScheduled Facility Expiration Dateβ means August 25, 2017.
βSeasonal Commitment Amountβ means (i) as of any date of determination occurring during
the Seasonal Commitment Period, $100,000,000; provided, that the Seller may from time to time
during the Seasonal Commitment Period reduce the Seasonal Commitment Amount by delivering
written notice of such reduction to Agent (a βCommitment Reduction Noticeβ), which reduction
shall be effective as of the first Weekly Date occurring at least two (2) Business Days following
delivery of such Commitment Reduction Notice and shall be irrevocable for the remainder of the
Seasonal Commitment Period and (ii) as of any date of determination occurring outside of the
Seasonal Commitment Period, $0.
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Schedule 1 to Master Framework Agreement
βSeasonal Commitment Periodβ means the period commencing on (and including) the
Effective Date and expiring on (and excluding) the Seasonal Commitment Expiration Date.
βSeasonal Commitment Expiration Dateβ means the earlier of (x) June 16, 2017 and (y) the
date on which Agent delivers to Seller a written notice terminating the Seasonal Commitment Period
following the occurrence of an Event of Default or Ratings Event (which Event of Default or Ratings
Event is continuing at the time of such delivery).
βSecurity Agreementβ means that certain Security Agreement dated as the Effective Date, by
and between Seller and Agent.
βSecurity Interestβ means any pledge, charge, lien, assignment by way of security, retention
of title and any other encumbrance or security interest whatsoever created or arising under any
relevant Law, as well as any other agreement or arrangement having the effect of or performing the
economic function of the same.
βSellerβ has the meaning set forth in the Preamble.
βSeller Entitiesβ has the meaning set forth in Section 5.1(d)(iii).
βSettlement Amountsβ means, collectively, as of any date of determination, (i) all Funded
Repurchase Price received by Agent on such date from Seller in connection with an expiring
Transaction and (ii) all Funding Amounts received by Agent on such date from Buyers in connection
with the entry into a new Transaction.
βSide Letterβ means that certain Side Letter Agreement dated as of the Effective Date, by
and between Seller and Rabobank.
βShifting Control Noticeβ has the meaning set forth in the Control Agreement.
βSMBCβ has the meaning set forth in the Preamble.
βSpecified Event of Defaultβ means the any of the following:
(a) an Event of Default of the kind specified in clause (a) or (b) of the definition
thereof shall have occurred and be continuing;
(b) Seller or Guarantor shall become Insolvent; or
(c) any Event of Default shall have occurred and be continuing and Agent shall
have delivered a Shifting Control Notice under one or more of the Control Agreements.
βSpecified Payment Dateβ means, in relation to a Receivable, the fixed date upon which
such Receivable is due for payment as specified (as of the date such Receivable is generated) in the
relevant Contract or Invoice under which the obligation to make payment arises.
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Schedule 1 to Master Framework Agreement
βSubsidiaryβ of any Person means any corporation, partnership, limited liability company,
association, trust, unincorporated association or other legal entity of which such Person (either
alone or through or together with any other Subsidiary), (i) owns, directly or indirectly, fifty percent
(50%) or more of the shares of capital stock or other equity interests that are generally entitled to
vote for the election of the board of directors or other governing body of such corporation or
other legal entity; or (ii) has the contractual or other power to designate a majority of the board of
directors or other governing body (and, where the context permits, includes any predecessor of
such an entity).
βTaxβ means all taxes, levies, imposts, duties, deductions, withholdings (including backup
withholding), assessments, fees or other charges payable to or imposed by any Governmental
Authority, including any sales, use, excise or similar taxes and inclusive of any interest, additions to
tax, penalties or fines applicable thereto.
βTransactionβ has the meaning set forth in the Master Repurchase Agreement.
βTransaction Agreementsβ has the meaning set forth in Section 2.1.
βTransaction Noticeβ has the meaning set forth in Section 4.1.
βTransaction Portfolioβ means, with respect to any Transaction, the portfolio of Receivables
comprising the Purchased Securities acquired by Buyers in connection with such Transaction, which
shall consist of those Receivables selected from the Eligible Receivables Portfolio listed in the
Portfolio Schedule for such Transaction in accordance with the priority specified in Part 3 of
Schedule 3 to this Framework Agreement (it being understood, for the avoidance of doubt, that each
Receivable indicated in the final Portfolio Schedule attached to any Confirmation as a βPurchased
Receivableβ selected for inclusion in the Transaction Portfolio for the applicable Transaction shall
be a Purchased Receivable included such Transaction Portfolio, irrespective of whether such
Receivable was actually an Eligible Receivable as of the Purchase Date or whether it was properly
selected in accordance with the aforementioned procedure), together with all Related Rights and
Related Contract Rights pertaining to such selected Receivables.
βWeekly Dateβ means the last Business Day of each calendar week occurring during the
Facility Term.
βWrite-down and Conversion Powersβ means, in relation to any Bail-In Legislation
described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in
relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.
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Schedule 3 to Master Framework Agreement
SCHEDULE 3
Part 1
ELIGIBLE OBLIGORS
Eligible Obligor Group Group Limit Priority
Wal-Mart Obligors ................................ $ 150,000,000 1
Home Depot Obligors ................................$ 300,000,000 2
Loweβs Obligors ................................ $ 300,000,000 3
βEligible Obligor Groupβ means each of the Loweβs Obligors, the Home Depot Obligors
and the Wal-Mart Obligors, in each case as a group of entities making up such Obligors and not
as individual entities.
βEligible Obligor Parentβ means with respect to (i) the Loweβs Obligors, Xxxxβx
Companies, Inc., (ii) the Home Depot Obligors, The Home Depot, Inc. and (iii) the Wal-Mart
Obligors, Wal-Mart Stores, Inc.
βLoweβs Obligorsβ means Xxxxβx Companies, Inc. and each wholly-owned Subsidiary of
Xxxxβx Companies, Inc., so long as, in each case, such Subsidiary is organized under the laws of the
United States, a State thereof or the District of Columbia.
βHome Depot Obligorsβ means The Home Depot, Inc. and each wholly-owned Subsidiary of
The Home Depot, Inc., so long as, in each case, such Subsidiary is organized under the laws of the
United States, a State thereof or the District of Columbia
βWal-Mart Obligorsβ means Wal-Mart Stores, Inc. and each wholly-owned Subsidiary of
Wal-Mart Stores, Inc., so long as, in each case, such Subsidiary is organized under the laws of the
United States, a State thereof or the District of Columbia.
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Schedule 3 to Master Framework Agreement
Part 2
ELIGIBILITY CRITERIA
In order for a Receivable to meet the Eligibility Criteria in connection with any Transaction, it must
satisfy all of the following:
(1) Such Receivable is payable by an Obligor that, as of the applicable Purchase Date, is an
Eligible Obligor.
(2) Such Receivable is denominated in U.S. dollars.
(3) Such Receivable is generated in the normal course of business conducted by Seller with the
applicable Obligor, substantiated in the form of an invoice, draft or xxxx of exchange.
(4) Such Receivable represents the purchase price of specified Goods sold (including, if
applicable, any state and local taxes and similar amounts payable by the applicable Obligor together
with the purchase price) and Invoiced by Seller.
(5) The applicable Goods with respect to such Receivable have been sold in the normal course of
business conducted by Seller with the applicable Obligor. The applicable Obligor is unconditionally
and irrevocably obliged to pay the Face Amount of such Receivable, subject to any open account
credits, trade accruals, return accruals and any other reductions, discounts and similar items (in each
case, arising in the ordinary course of business) taken by, or owing or credited to, the applicable
Obligor.
(6) As of the Purchase Date with respect to such Receivable, the applicable Obligor, is not
Insolvent and no default, breach or violation has occurred under any Contract with respect to such
Receivable except as would not (or would not reasonably be expected to) materially and adversely
affect the entitlement and/or ability to receive and/or to recover and/or enforce and/or collect
payment of the full amount of such Receivable.
(7) The Specified Payment Date for such Receivable (i) is not scheduled to occur on or prior to
the Repurchase Date for the applicable Transaction and (ii) is no later than 120 days after the date
such Receivable was generated.
(8) As of the Purchase Date with respect to such Receivable, such Receivable is not and will not
become subject to any withholding taxes and is assignable to the Buyers free and clear of any value
added taxes, sales taxes, withholding taxes, export/import taxes, acquisition taxes, transfer taxes or
any other Taxes, charges, levies, duties or imposts.
(9) Each Contract with respect to such Receivable (including all associated rights) (i) has been
duly authorized by Seller and, to the knowledge of Seller, the applicable Obligor and the other
parties thereto; (ii) is a legally valid and binding obligation of Seller and, to the knowledge of Seller,
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Schedule 3 to Master Framework Agreement
the applicable Obligor and the other parties thereto enforceable against such parties in accordance
with their terms, except (x) as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights generally and by general
principles of equity, and (y) as would not reasonably be expected to have a material adverse effect
on the legality, validity and binding effect or enforceability of such Receivable against the applicable
Obligor.
(10) Payments under such Receivable can be made by the applicable Obligor to the Buyers
without any form of governmental, regulatory or official consent, approval, filing or registration,
except for any such consent, approval, filing or registration requirement relating solely to the Buyers
and which would not prohibit such Obligor from making payment to other similarly-situated parties.
(12) As of the applicable Purchase Date, all of the representations and warranties set forth in the
Framework Agreement (other than Section 5.2(b)) are true and accurate with respect to such
Receivable in all material respects (except to the extent that any such representation or warranty is
qualified by materiality, in which case such representation and warranty shall be true and correct).
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Schedule 3 to Master Framework Agreement
Part 3
SELECTION OF TRANSACTION PORTFOLIO
(1) Each Portfolio Schedule shall set forth the full Eligible Receivables Portfolio as of the
date such Portfolio Schedule was prepared.
(2) Eligible Receivables shall be selected based on the priority of Eligible Obligor Groups
specified in Part 1 of Schedule 3, with all Eligible Receivables of Obligors belonging to an Eligible
Obligor Group having higher priority being selected before any Eligible Receivables of Obligors
belonging to an Eligible Obligor Group having a lower priority are selected.
Eligible Receivables of each Eligible Obligor Group shall be selected in the following order
of priority:
(i) Eligible Receivables shall be selected in the order of the date on which they were
generated (i.e., on first-in, first-out basis); and
(ii) Eligible Receivables that are generated on the same day shall selected in descending
order of the Face Amount thereof, with the Eligible Receivable having the highest Face Amount
being selected first and the Eligible Receivable having the lowest Face Amount being selected last.
The Portfolio Schedule shall list the Eligible Receivables of each Eligible Obligor Group in the order
of such priority.
(3) Eligible Receivables shall be selected for inclusion in the applicable Transaction
Portfolio in accordance with the priority specified in clause (2) above (or such other priority as
Agent and Seller, with the consent of the Required Buyers, may agree in writing) until the aggregate
Market Value of the Receivables selected for inclusion in the Transaction Portfolio equals or
exceeds the Purchase Price for the applicable Transaction; provided, that for purposes of determining
the priority of the Eligible Receivables so selected for a Transaction Portfolio, (i) any Eligible
Receivables of a given Eligible Obligor Group not permitted to be selected as a result of applicable
Eligible Obligor Limits shall be disregarded, and the determination of priority shall continue on to
the next Eligible Receivable (if any) of such Eligible Obligor Group permitted to be selected and (ii)
to the extent the Market Value of the last Eligible Receivable of a given Eligible Obligor Group
otherwise required to be selected in accordance with the priority above would result in the aggregate
Market Value of the Receivables selected for inclusion in the Transaction Portfolio exceeding the
Purchase Price for the applicable Transaction, Seller may instead select subsequent Eligible
Receivables of such Eligible Obligor to the extent the selection thereof would result in a smaller
excess (so long as such alternative selection continues to result in the aggregate Market Value of the
Transaction Portfolio being at least equal to the Purchase Price).
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Schedule 4 to Master Framework Agreement
SCHEDULE 4
INDIVIDUAL FUNDING LIMITS
($ in millions)
Committed Limit Funding Limit
Rabobank $60 $150
SMBC $40 $100
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Exhibit A to Master Framework Agreement
Exhibit A
Form of Transaction Notice
COΓPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, A DUTCH COΓPERATIEVE ACTING THROUGH
ITS NEW YORK BRANCH, as Agent
RE: Transaction under the Framework Agreement and the Master Repurchase Agreement
Ladies and Gentlemen:
This Transaction Notice is delivered to you pursuant to Section 4.1(a) of the Master Framework
Agreement, dated as of April 7, 2017 (the βFramework Agreementβ), by and among The Scotts
Company LLC, an Ohio limited liability company, as seller (the βSellerβ), each of the buyers from
time to time party thereto (each, a βBuyerβ), and CoΓΆperatieve Rabobank, U.A., New York Branch, a
Dutch coΓΆperatieve acting through its New York Branch, as agent for the Buyers (in such capacity,
the βAgentβ), relating to repurchase transactions to be entered into pursuant to the terms of the 1996
SIFMA Master Repurchase Agreement, dated as of April 7, 2017, including Annex I thereto (the
βMaster Repurchase Agreementβ) by and among Seller and the Buyers. Capitalized terms used but
not defined herein have the meanings set forth in the Framework Agreement, or if not defined
therein, in the Master Repurchase Agreement.
Seller hereby requests, in accordance with the terms of the Framework Agreement, a Transaction
under the Master Repurchase Agreement. The relevant terms of such Transaction are as follows:
1. The proposed Purchase Date for such Transaction is [], which date [does][does not] occur
during the Seasonal Commitment Period.
2. The proposed Repurchase Date for such Transaction is [].
3. The Purchase Price for such Transaction is $[].
4. The aggregate Net Face Amount of the Receivables included in the proposed Transaction
Portfolio (as set forth on the attached Portfolio Schedule) is $[], which represents []% of the
requested Purchase Price.
5. The proposed Funded Purchase Price for such Transaction is $[].
6. The Funding Amounts (if any) payable by each Buyer on the proposed Purchase Date are as
follows:
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Exhibit A to Master Framework Agreement
Rabobank: $[]
SMBC: $[]
7. The proposed Funded Repurchase Price for such Transaction is $[], of which $[] consists of
Price Differential that will be payable by Seller in respect of the outstanding Transaction (if
any) that expires on the proposed Purchase Date for the requested Transaction.
8. The Individual Funding Reduction Amounts (if any) for each Buyer with respect to such
Transaction are as follows:
Rabobank: $[]
SMBC: $[]
9. The amount of Unused Commitment Fee that will be payable by Seller in respect of the
outstanding Transaction (if any) that expires on the proposed Purchase Date for the requested
Transaction is $[].
Included herewith are a completed draft Confirmation and proposed Portfolio Schedule setting forth
information with respect to the Eligible Receivables Portfolio and the proposed Eligible Receivables
to be included in the Transaction Portfolio as Purchased Securities subject to such Transaction.
Seller hereby certifies that the information set forth on such Portfolio Schedule is true and correct in
all material respects, and that all Funding Conditions set forth in Section 4.3 of the Framework
Agreement have been (or will be) satisfied as of the proposed Purchase Date.
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Exhibit A to Master Framework Agreement
FORM OF CONFIRMATION
Dated: [Date]
To: The Scotts Company LLC ("Counterparty")
[_____]
[_____]
[_____]
Attention: Documentation
Email: [ ]
From: CoΓΆperatieve Rabobank, U.A., New York Branch (βRabobankβ), as Agent for itself
and for Sumitomo Mitsui Banking Corporation, New York Branch (βSMBCβ)
Tel:
Fax:
Re: Confirmation of a Repurchase Transaction
____________________________________________________________________________________________
Dear The Scotts Company LLC:
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the above referenced
transaction entered into between Counterparty and Rabobank (on behalf of itself and the Buyers specified below) on the
Purchase Date specified below (the "Transaction").
This Confirmation constitutes a "Confirmation" as referred to in the Master Repurchase Agreement specified below.
The definitions and provisions contained in such Master Repurchase Agreement are incorporated into this Confirmation.
Subject to the proviso to the definition of Repurchase Price set forth in the Master Repurchase Agreement, in the event
of any inconsistency between such Master Repurchase Agreement and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to, the 1996 SIFMA Master Repurchase
Agreement, dated as of April 7, 2017, including Annex I thereto and as amended thereby (as further amended and
supplemented from time to time, the βMaster Repurchase Agreementβ), among Counterparty, Rabobank and SMBC. All
provisions contained in the Master Repurchase Agreement govern this Confirmation except as expressly modified below.
Except for the information on the attached Pricing Schedule expressly incorporated below, all other information on such
Pricing Schedule shall be disregarded.
The terms of the particular Transaction to which this Confirmation relates are as follows:
2. General Terms:
Purchase Date: [Date]
Purchase Price: $[ ]
Buyers: [Rabobank and SMBC, collectively.]
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Exhibit A to Master Framework Agreement
Seller: Counterparty
Agent: Rabobank
Purchased Securities: Set forth on attached Portfolio Schedule.
Pricing Rate: The rate set forth on the attached Pricing Schedule under the heading βAll-
in Rateβ that appears in the row immediately above the reference to βGlobal
Projected Interestβ or βProjected Global Interestβ, as the case may be
Repurchase Date: [Date]1
Repurchase Price: The sum of (x) the Purchase Price plus (y) the Price Differential
Price Differential The amount set forth on the attached Pricing Schedule as the βGlobal
Projected Interestβ or βProjected Global Interestβ, as the case may be, on the
date that is the Repurchase Date
3. Governing law: Unless otherwise provided in the Master Repurchase Agreement (in which case the
law so specified shall govern), this Confirmation shall be governed by and construed
in accordance with the laws as specified in the Master Repurchase Agreement.
[Remainder of page intentionally left blank]
1 To be the next Weekly Date to occur following the Purchase Date.
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Exhibit A to Master Framework Agreement
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this
Confirmation enclosed for that purpose and returning it to us by electronic mail or by facsimile transmission to telecopier
No. [ ].
Very truly yours,
COΓPERATIEVE RABOBANK, U.A., NEW YORK BRANCH
By: _______________________
Name:
Title:
By: _______________________
Name:
Title:
SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH
By Rabobank, as Agent
By: _______________________
Name:
Title:
By: _______________________
Name:
Title:
Confirmed as of the date first above written:
THE SCOTTS COMPANY LLC
By: _____________________________
Name:
Title: