FIRST AMENDMENT

Exhibit 4(b)

EXECUTION COPY

FIRST AMENDMENT

     FIRST AMENDMENT, dated as of April 10, 2007 (this “First Amendment”), to the Amended and Restated Credit Agreement, dated as of February 7, 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. Amendments to Subsection 1.1 (Definitions). The definition of “Receivables Purchase Facility” and “Sold Receivables” in subsection 1.1 of the Credit Agreement are hereby amended by deleting each such definition in its entirety and inserting in lieu thereof the following new definitions:

     “Receivables Purchase Facility” shall mean any Receivables purchase facility entered into in connection with any Receivables discounting, factoring or securitization arrangement with terms and conditions reasonably satisfactory to the Administrative Agent and pursuant to which the Borrower or any Subsidiary of the Borrower may sell, convey or otherwise transfer to a Receivables Subsidiary or any other Person, or may grant a security interest in, any Sold Receivables, or pursuant to which ownership interests in, or notes, commercial paper, certificates or other debt instruments may be secured by Sold Receivables.

     “Sold Receivables” shall mean Receivables originated by the Borrower or its Subsidiaries (including any related assets) sold to a Receivables Subsidiary or any other Person pursuant to any Receivables Purchase Facility.

     3. Amendments to Subsection 7.2 (Limitation on Contingent Obligations). Subsection 7.2 of the Credit Agreement is hereby amended by (a) renumbering subclauses (iv), (v), (vi), (vii), (viii) and (ix) as new subclauses (v), (vi), (vii), (viii), (ix) and (x), respectively, and (b) by inserting the following new subclause (iv):

     ”(iv) guarantees by the Borrower in connection with any Receivables Purchase Facility,”

     4. 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.

     5. Conditions to Effectiveness. This First Amendment shall become effective as of the date set forth above upon the receipt by the Administrative Agent of counterparts of this First Amendment, duly executed and delivered by the Administrative Agent, the Borrower, each Subsidiary Borrower and the Required Lenders.

     6. 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).

     7. 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.

     8. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     9. 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.

2

     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 MIRACLE-GRO COMPANY
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial
				Officer
		HYPONEX CORPORATION
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial
				Officer
		SCOTTS AUSTRALIA PTY. LTD.
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Director
		SCOTTS CANADA LTD.
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Vice President and Assistant Secretary
		SCOTTS HOLDINGS LIMITED
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Director

Signature Page to First Amendment

		SCOTTS MANUFACTURING COMPANY
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial
				Officer
		EG SYSTEMS, INC.
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial
				Officer
		SCOTTS TEMECULA OPERATIONS, LLC
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Vice President and Assistant Secretary
		THE SCOTTS COMPANY (UK) LTD.
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Director
		SCOTTS TREASURY EEIG
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Authorized Signatory
		THE SCOTTS COMPANY LLC
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial
				Officer

Signature Page to First Amendment

		XXXXX & XXXXXX, LTD.
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President
		SMG GROWING MEDIA, INC.
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
				Title: Executive Vice President and Chief Financial
				Officer
		XXXXXXX & CO., INC.
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Executive Vice President and Chief Financial
				Officer

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		JPMORGAN CHASE BANK, as Administrative Agent and as a Lender
		By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		Executive Director

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		General Electric Capital Corporation
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Duly Authorized Signatory

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		U.S. Bank National Association
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		Commerzbank AG, New York and Grand Cayman Branches
		By:		/s/ Xx Xxxxxx
		Name:		Xx Xxxxxx
		Title:		Assistant Vice President
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		The Bank of New York
		By:		/s/ Xxxxxxx X. XxXxxxxxx
		Name:		Xxxxxxx X. XxXxxxxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		Comerica Bank
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		Bank of Montreal
		By:		/s/ Xxx Xxxxxxxxx
		Name:		Xxx Xxxxxxxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		BMO Capital Markets Financing, Inc.
		By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		FORTIS CAPITAL CORP.
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Senior Vice President
		By:		/s/ Xxxxxxxxx Xxxxxx-Allegra
		Name:		Xxxxxxxxx Xxxxxx-Allegra
		Title:		Senior Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		CITICORP NORTH AMERICA, INC.
		By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		National City Bank
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		PEOPLE’S BANK
		By:		/s/ Xxxxxx X. Xxxx
		Name:		Xxxxxx X. Xxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

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

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		LASALLE BANK NATIONAL ASSOCIATION
		By:		/s/ Xxx Xxxx
		Name: Title:		Xxx Xxxx Senior Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		BAYERISCHE LANDESBANK, New York Branch
		By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President
		By:		/s/ Xxxxxxxxxxx Xxxx
		Name:		Xxxxxxxxxxx Xxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		Sumitomo Mitsui Banking Corporation
		By:		/s/ Xxxxxxxxx Xxxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxxx
		Title:		General Manager

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		Mizuho Corporate Bank
		By:		/s/ Xxxx Mo
		Name:		Xxxx Mo
		Title:		Senior Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		TD BANKNORTH, N.A.
		By:		/s/ Xxxxxxx X. Xxxxxx SVP
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		CITIZENS BANK OF PENNSYLVANIA
		By:		/s/ Xxxxxxxx X. Xxxx
		Name:		Xxxxxxxx X. Xxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
		By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Authorized Signatory

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		CoBank, ACB
		By:		/s/ S. Xxxxxxx Xxxx
		Name:		S. Xxxxxxx Xxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		BNP Paribas
		By:		/s/ Xxxxxxx Xxxxxxx
		Name: Title:		Xxxxxxx Xxxxxxx Managing Director
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Managing Director

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		BANK OF AMERICA, N.A.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Senior Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		Fifth Third Bank
		By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Vice President

Signature Page to First Amendment

Signature Page to the First Amendment to
The Scotts Miracle-Gro Company
Amended and Restated Credit Agreement

		CALYON NEW YORK BRANCH
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Managing Director
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Director

Signature Page to First Amendment