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.

Signature Page to Second Amendment

Signature Page to Second Amendment

Signature Page to Second Amendment

Signature Page to Second Amendment

Signature Page to Second Amendment

Signature Page to Second Amendment

Signature Page to Second Amendment

Signature Page to Second Amendment

Signature Page to Second Amendment