Amendment No. 2 to Credit Agreement among The Scotts Company, Subsidiaries, and Lenders (June 9, 2000)

Summary

This amendment updates the terms of a credit agreement originally dated December 4, 1998, between The Scotts Company, its subsidiaries, and a group of lenders led by The Chase Manhattan Bank. The changes include revised definitions, updated limits on acquisitions, adjustments to revolving credit commitments, and modifications to mandatory prepayment provisions. The amendment is effective as of June 9, 2000, and requires the consent of all parties involved. Its main purpose is to clarify and adjust financial terms and obligations under the existing credit facility.

EX-4.I 4 ex4-i.txt EXHIBIT 4(I) 1 Exhibit 4(i) CONFORMED COPY -------------- AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of June 9, 2000 (the "SECOND AMENDMENT") to the Credit Agreement, dated as of December 4, 1998, as amended by the Waiver, dated as of January 19, 1999, the Amendment No. 1 and Consent, dated as of October 13, 1999, and the Waiver No. 2, dated as of February 14, 2000 (the "CREDIT AGREEMENT"), among THE SCOTTS COMPANY, an Ohio corporation (the "BORROWER" or "SCOTTS"), OM Scott International Investments Ltd., Miracle Garden Care Limited, Scotts Holdings Limited, Hyponex Corporation, Scotts' Miracle-Gro Products, Inc., Scotts-Sierra Horticultural Products Company, Republic Tool & Manufacturing Corp., Scotts-Sierra Investments, Inc., Scotts France Holdings SARL, Scotts Holding GmbH, Scotts Celaflor GmbH & Co. KG, Scotts France SARL, Scotts Asef BVBA, f/k/a Scotts Belgium 2 BVBA, The Scotts Company (UK) Ltd., Scotts Canada Ltd., Scotts Europe B.V., ASEF B.V., Scotts Australia PTY Ltd., and the other subsidiaries of the Borrower who are also borrowers from time to time under the Credit Agreement (the "SUBSIDIARY BORROWERS"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "LENDERS"), THE CHASE MANHATTAN BANK, a New York banking corporation (together with its banking affiliates, "Chase"), as agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), SALOMON SMITH BARNEY, INC., as syndication agent (the "SYNDICATION AGENT"), CREDIT LYONNAIS NEW YORK BRANCH (together with its banking affiliates, "CREDIT LYONNAIS") and BANK ONE, MICHIGAN, as successor to NBD BANK, as co-documentation agents (the "CO- DOCUMENTATION AGENTS"), and Chase Securities Inc., as lead arranger (the "LEAD ARRANGER") and as the book manager (the "BOOK MANAGER"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower wishes to amend the Credit Agreement as described herein; and WHEREAS, the Lenders and the Administrative Agent consent to the proposed amendments under the following terms and conditions; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: I. AMENDMENTS A. DEFINED TERMS. Unless otherwise noted, capitalized terms have the meanings given to them in the Credit Agreement. B. AMENDMENT OF SUBSECTION 1.1 (DEFINED TERMS). 1. Subsection 1.1 of the Credit Agreement is hereby amended by adding the following definitions in their proper alphabetical order: "MAXIMUM NON-STERLING OPTIONAL CURRENCY AMOUNT" shall have the meaning specified in subsection 2.4(i). 2 2 "MAXIMUM OPTIONAL CURRENCY AMOUNT" shall have the meaning specified in subsection 2.4(ii). "`SUBSTRAL ACQUISITION' means the proposed acquisition by OMS Investments, Inc. and certain Foreign Subsidiaries of certain assets of Henkel KGaA and its affiliates related to their consumer home and garden plant care business under the Substral, Blomin, Simontrop or other brand names." "`WHOLLY OWNED SUBSIDIARY' or `WHOLLY-OWNED SUBSIDIARY' means any subsidiary of any Person all of the Capital Stock of which (other than directors' qualifying shares required by law) is owned by such Person directly and/or through other wholly owned Subsidiaries." 2. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting in the definition of "Permitted Acquisition" clause (c)(v) thereof and substituting, in lieu thereof, the following new clause (c)(v): "(v) after giving effect to the consummation thereof, the aggregate amount of consideration (whether cash or property, as valued in good faith by the Board of Directors of the Borrower) for all Permitted Acquisitions other than the ASEF Acquisition and the Ortho Acquisition shall not exceed in the aggregate: (A) $100,000,000 if such acquisition or acquisitions shall occur prior to or during fiscal year 2000; (B) $175,000,000 (representing an incremental $75,000,000) if such acquisition or acquisitions shall occur prior to or during fiscal year 2001; (C) $200,000,000 (representing an incremental $25,000,000) if such acquisition or acquisitions shall occur prior to or during fiscal year 2002; and (D) $225,000,000 (representing an incremental $25,000,000) thereafter." C. AMENDMENT OF SUBSECTION 2.4 (REVOLVING CREDIT COMMITMENT). Subsection 2.4 of the Credit Agreement is hereby amended by deleting the second proviso to the first sentence therein in its entirety and by substituting, in lieu thereof, the following: "PROVIDED further that the Revolving Credit Lenders shall not make any Revolving Credit Loans in Optional Currencies if, after giving effect to the making of any such Revolving Credit Loan: (i) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of the product of (p) $120,000,000 and (q) the ratio of (1) the sum of the Total Revolving Credit Commitments as of the Closing Date and the aggregate amount of increases in the Total Revolving Credit Commitments pursuant to subsection 2.28 since the Closing Date over (2) the Total Revolving Credit Commitments as of the Closing Date (such Optional Currency Equivalent the "MAXIMUM NON-STERLING OPTIONAL CURRENCY AMOUNT"); or 3 3 (ii) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies including Sterling and the then outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of the product of (p) $225,000,000 and (q) the ratio of (1) the sum of the Total Revolving Credit Commitments as of the Closing Date and the aggregate amount of increases in the Total Revolving Credit Commitments pursuant to subsection 2.28 since the Closing Date over (2) the Total Revolving Credit Commitments as of the Closing Date (such Optional Currency Equivalent the "MAXIMUM OPTIONAL CURRENCY AMOUNT") and" D. AMENDMENT OF SUBSECTION 2.12 (MANDATORY PREPAYMENTS). Subsection 2.12(d) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and by substituting, in lieu thereof, the following: "(d) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (including any Asset Sale permitted under clause (c) of subsection 7.9) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to such Net Cash Proceeds shall be paid by the Borrower or any of its Subsidiaries, and shall be applied on such date toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in subsection 2.12(f); PROVIDED, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed (x) if the Net Cash Proceeds are of Asset Sales of (1) assets of Phostrogen Limited or (2) assets of the Borrower or OMS Investments, Inc. and used in the Borrower's "Professional Turf" line of business, $50,000,000 in the aggregate, (y) if the Net Cash Proceeds are of the sale and leaseback of the Borrower's North American headquarters in Marysville, Ohio, $10,000,000 in the aggregate, and (z) otherwise, $25,000,000 in any fiscal year of the Borrower or $100,000,000 in the aggregate, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in subsection 2.12(f)." E. AMENDMENT OF SUBSECTION 2.18 (PRO RATA TREATMENT AND PAYMENTS). 1. Subsection 2.18(c)(i)(A) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and by substituting, in lieu thereof, the following: "(A) if such Asset Sale is of the Capital Stock of a Subsidiary Borrower that is the borrower of the Tranche A French Subtranche Term Loans, the Tranche A German Subtranche Term Loans or the Tranche A British Subtranche Term Loans or of any assets of such Subsidiary Borrower or any Subsidiary thereof, to the extent that such subtranche of Tranche A Term Loans are then outstanding, to such Tranche A French Subtranche Term Loans, to such Tranche A German Subtranche Term Loans or to the Tranche A British Subtranche Term Loans, as the case may be, in each case PRO RATA to the remaining 4 4 installments thereof, and thereafter as provided above; provided that any such application to the Tranche A British Subtranche Term Loans may, at the option of such Subsidiary Borrower, first be applied to the Tranche A British Subtranche Term Loans made by Lenders that are not Eligible U.K. Banks and thereafter to the Tranche A British Subtranche Term Loans made by Eligible U.K. Banks; and" 2. Subsection 2.18(c)(i)(B) of the Credit Agreement is hereby amended by deleting therefrom the phrase "the other Tranche A British Subtranche Term Loans and". F. AMENDMENT OF SECTION 2 (AMOUNT AND TERMS OF LOANS). Section 2 of the Credit Agreement is hereby amended by adding the following new subsection 2.28 to the end thereof: "2.28 COMMITMENT INCREASES. (a) From time to time the Borrower may, with the consent of the Administrative Agent and one or more of the Revolving Credit Lenders, increase the Revolving Credit Commitments of such Revolving Credit Lenders by an aggregate amount of not less than $25,000,000. Any such increase in the Revolving Credit Commitment of any Revolving Credit Lender shall be evidenced by the execution and delivery by the Borrower, the Subsidiary Borrowers, the Administrative Agent and such Revolving Credit Lender of a Commitment Increase Supplement, substantially in the form of Exhibit N (a "COMMITMENT INCREASE SUPPLEMENT"), and shall be effective as of the date specified for effectiveness in such Commitment Increase Supplement, whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (b) If, on the date upon which the Revolving Credit Commitment of any Revolving Credit Lender is increased pursuant to subsection 2.28(a), there is an unpaid principal amount of Revolving Credit Loans in any currency to the Borrower or any Subsidiary Borrower in which such Revolving Credit Lender has agreed to participate, the principal outstanding amount of all such Revolving Credit Loans shall (A) in the case of such Revolving Credit Loans which are ABR Loans, be immediately prepaid by the Borrower or Subsidiary Borrower (but all such Revolving Credit Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the revised Revolving Credit Commitments as then in effect) and (B) in the case of such Revolving Credit Loans which are LIBOR Loans, continue to remain outstanding (notwithstanding any other requirement in this Agreement that such Revolving Credit Loans be held on a pro rata basis based on the revised Revolving Credit Commitments as then in effect) until the end of the then current Interest Period therefor, at which time such LIBOR Loans shall be paid by the Borrower or Subsidiary Borrower (but all such Revolving Credit Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the Revolving Credit Commitments as then in effect). (c) Notwithstanding anything to the contrary in this subsection 2.28, (i) in no event shall any transaction effected pursuant to this subsection 2.28 cause the aggregate Revolving Credit Commitments to exceed $575,000,000, less the aggregate amount of any 5 5 reduction in the Revolving Credit Commitments pursuant to subsection 2.10 or 2.12, and (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion. Each Commitment Increase Supplement shall be deemed to be a supplement to this Agreement." G. AMENDMENT OF SUBSECTION 6.13 (ADDITIONAL COLLATERAL, ETC.). 1. Subsection 6.13(c) of the Credit Agreement is hereby amended by adding at the end thereof immediately prior to the period the following: ", PROVIDED that, if the initial investment in or purchase price of such new Domestic Subsidiary is less than $1,000,000, the obligations of the Borrower discussed in clauses (i) through (iv) of this subsection 6.13(c) shall not take effect unless and until the financial statements delivered to the Administrative Agent following the end of each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Domestic Subsidiary to be more than $1,000,000" 2. Subsection 6.13(d) of the Credit Agreement is hereby amended by (a) deleting the word "Subsidiaries" that appears before clause (i) thereof, (b) adding in lieu thereof the words "Domestic Subsidiaries or any Foreign Subsidiary Borrower", and (c) adding at the end of the first sentence thereof immediately prior to the period the following: ", PROVIDED that, if the initial investment in or purchase price of such new Foreign Subsidiary or Foreign Subsidiary Borrower (as applicable) is less than $1,000,000, the obligations of the Borrower discussed in clauses (i) through (iv) of this subsection 6.13(d) shall not take effect unless and until the financial statements delivered to the Administrative Agent following the end of each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Foreign Subsidiary or Foreign Subsidiary Borrower (as applicable) to be more than $1,000,000" 3. Subsection 6.13(e) of the Credit Agreement is hereby amended by adding at the end thereof immediately prior to the period the following: ", PROVIDED that, if the initial investment in or purchase price of such new Excluded Foreign Subsidiary is less than $1,000,000, the obligations of the Borrower discussed in clauses (i) through (iii) of this subsection 6.13(e) shall not take effect unless and until the financial statements delivered to the Administrative Agent following the end of each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Excluded Foreign Subsidiary to be more than $1,000,000" H. AMENDMENT OF SUBSECTION 7.1 (LIMITATION ON LIENS). Subsection 7.1 of the Credit Agreement is hereby amended by deleting the word "and" at the end of clause (m) thereof, deleting the period at the end of clause (n) thereof, inserting in lieu thereof "; and", and adding immediately thereafter the following: 6 6 "(o) Purchase money Liens on assets acquired with seller-financed Indebtedness permitted pursuant to subsection 7.6(m), so long as such Liens encumber only assets (and proceeds thereof) acquired with such Indebtedness and do not secure any other Indebtedness." I. AMENDMENT OF SUBSECTION 7.2 (LIMITATION ON CONTINGENT OBLIGATIONS). Subsection 7.2 of the Credit Agreement is hereby amended by deleting such subsection in its entirety and by substituting, in lieu thereof, the following: "7.2 LIMITATION ON CONTINGENT OBLIGATIONS. Agree to or assume, guarantee, indorse or otherwise in any way be or become responsible or liable for, directly or indirectly, any Contingent Obligation except for (i) the guarantees contemplated by the Guarantee and Collateral Agreements, (ii)(x) guarantees by the Borrower of Indebtedness of Foreign Subsidiary Borrowers in an aggregate amount not to exceed $25,000,000 at any one time outstanding, (y) guarantees by the Borrower of Permitted Foreign Debt of any Foreign Subsidiary, PROVIDED that such Permitted Foreign Debt is not secured by any Liens, and (z) guarantees by Foreign Subsidiaries of Permitted Foreign Debt and other obligations of other Foreign Subsidiaries, the Dollar Equivalent of which Permitted Foreign Debt and other such obligations shall not exceed $50,000,000 in aggregate principal outstanding at any time, (iii) guarantees in existence on the Closing Date as described in Schedule 7.2(iii), (iv) Contingent Obligations in an aggregate amount not to exceed $20,000,000 at any one time outstanding, (v) Contingent Obligations of any Subsidiary Guarantor in respect of Indebtedness permitted under subsection 7.6(e), PROVIDED that such Contingent Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the related Indebtedness, (vi) to the extent that any of the obligations of the Borrower under the Roundup Agreement may constitute Contingent Obligations, such obligations, (vii) any guarantees of the Borrower or any of its Subsidiaries under clause (ii) of subsection 5.1(d), (viii) any guarantee of the obligations of the Borrower by its Subsidiaries of Indebtedness under the Senior Subordinated Notes and the Bridge Subordinated Debt Documents (if any) PROVIDED that such Contingent Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the related Indebtedness, or (ix) any guarantee by the Borrower of Indebtedness incurred by OMS Investments, Inc. in connection with the Substral Acquisition." J. AMENDMENT OF SUBSECTION 7.4 (LIMITATION ON CAPITAL EXPENDITURES). Subsection 7.4 of the Credit Agreement is hereby amended by deleting in each instance "$70,000,000" and by replacing it with "$90,000,000". K. AMENDMENT OF SUBSECTION 7.6 (LIMITATION ON INDEBTEDNESS). 1. Subsection 7.6 of the Credit Agreement is hereby amended by deleting in clause (f) thereof "$10,000,000" and inserting in lieu thereof "$20,000,000". 2. Subsection 7.6 of the Credit Agreement is hereby further amended by deleting the word "and" at the end of clause (k) thereof, deleting the period at the end of clause (l), inserting in lieu thereof "; and", and adding immediately thereafter the following: 7 7 "(m) seller-financed Indebtedness (i) incurred by OMS Investments, Inc. in connection with its acquiring trademarks and trade names as part of the Substral Acquisition or (ii) incurred by the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $40,000,000 at any one time outstanding." L. FORM OF COMMITMENT INCREASE SUPPLEMENT. The Credit Agreement is hereby amended by adding a new Exhibit N in the form attached to this Second Amendment as Annex A. M. AMENDMENT OF CERTAIN AMOUNTS. Subsections 2.12, 2.14, 2.25 and 3.1 of the Credit Agreement are hereby amended by deleting the amounts "$120,000,000" and "$225,000,000" whereever they appear therein and by substituting in lieu thereof the phrases "Maximum Non-Sterling Optional Currency Amount" and "Maximum Optional Currency Amount" respectively. II. GENERAL PROVISIONS A. REPRESENTATIONS AND WARRANTIES. On and as of the date hereof, and after giving effect to this Second Amendment, each of the Borrower and each applicable Subsidiary Borrower 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 each of the Borrower and each applicable Subsidiary Borrower hereby confirms, reaffirms and restates such representations and warranties as of such earlier date. B. CONDITIONS TO EFFECTIVENESS. This Second Amendment shall become effective as of the date (the "ACCEPTANCE DATE") the Administrative Agent receives counterparts of this Second Amendment, duly executed and delivered by the Borrower, each Subsidiary Borrower, the Administrative Agent and the Required Lenders, PROVIDED that the amendments described in Sections I.D and I.E hereof shall become effective as of the date (the "SECOND ACCEPTANCE DATE") the Administrative Agent receives counterparts of this Second Amendment, duly executed and delivered by the Borrower, each Subsidiary Borrower, the Administrative Agent and the Required Prepayment Lenders. C. 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 such other provisions or compliance with such subsections for another date or time period are affected by the circumstances addressed in this Second Amendment). D. 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 Second Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 8 8 E. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. F. COUNTERPARTS. This Second 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. 9 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE SCOTTS COMPANY By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Vice President, Corporate Treasurer OM SCOTT INTERNATIONAL INVESTMENTS LTD. By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Power of Attorney MIRACLE GARDEN CARE LIMITED By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Power of Attorney SCOTTS HOLDINGS LIMITED By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Power of Attorney HYPONEX CORPORATION By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Vice President 10 SCOTTS' MIRACLE-GRO PRODUCTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Vice President SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Vice President REPUBLIC TOOL & MANUFACTURING CORP. By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Vice President SCOTTS-SIERRA INVESTMENTS, INC. By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Vice President SCOTTS FRANCE HOLDINGS SARL By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Power of Attorney SCOTTS FRANCE SARL By: /s/ Rebecca J. Bruening ------------------------------------------------ Name: Rebecca J. Bruening Title: Power of Attorney 11 SCOTTS HOLDING GMBH By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Power of Attorney SCOTTS CELAFLOR GMBH & CO. KG By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Power of Attorney SCOTTS ASEF BVBA By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Vice President of Scotts-Sierra Investments, Inc., as shareholder THE SCOTTS COMPANY (UK) LTD. By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Power of Attorney 12 SCOTTS CANADA LTD. By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Vice President, Corporate Treasurer SCOTTS EUROPE B.V. By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Power of Attorney ASEF B.V. By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Power of Attorney SCOTTS AUSTRALIA PTY LTD. By: /s/ Rebecca J. Bruening ----------------------------------------------- Name: Rebecca J. Bruening Title: Power of Attorney SALOMON SMITH BARNEY, INC., as Syndication Agent By: /s/ Nicolas T. Erni ----------------------------------------------- Name: Nicolas T. Erni Title: Attorney In Fact 13 CREDIT LYONNAIS NEW YORK BRANCH, as Co-Documentation Agent and as a Lender By: /s/ Robert Ivosevich ------------------------------------------------ Name: Robert Ivosevich Title: Senior Vice President BANK ONE, MICHIGAN, as successor to NBD BANK, as Co-Documentation Agent and as a Lender By: /s/ Thomas E. Redmond ------------------------------------------------ Name: Thomas E. Redmond Title: Managing Director THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: /s/ Randolph E. Cates ------------------------------------------------ Name: Randolph E. Cates Title: Vice President ABN AMRO BANK N.V., Pittsburgh By: /s/ Laurie D. Flom ------------------------------------------------ Name: Laurie D. Flom Title: Group Vice President By: /s/ Thomas M. Toerpe ------------------------------------------------ Name: Thomas M. Toerpe Title: Vice President 14 AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------------------ Name: David P. Meyer Title: Vice President AERIES - II FINANCE LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By: /s/ Thomas H.B. Ewald ------------------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory ALLSTATE LIFE INSURANCE CO. By: /s/ Patricia W. Wilson ------------------------------------------------ Name: Patricia W. Wilson Title: Authorized Signatory By: /s/ Daniel C. Leimbach ------------------------------------------------ Name: Daniel C. Leimbach Title: Authorized Signatory ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P., its General Partner By: /s/ Seth J. Brufsky ------------------------------------------------ Name: Seth J. Brufsky Title: Vice President 15 ATHENA CDO, LIMITED By: Pacific Investment Management Company as its investment advisor By: /s/ Bradley W. Paulson ------------------------------------------------ Name: Bradley W. Paulson Title: Senior Vice President BHF (USA) CAPITAL CORPORATION By: /s/ Nina Zhou ------------------------------------------------ Name: Nina Zhou Title: Associate By: /s/ Perry Forman ------------------------------------------------ Name: Perry Forman Title: Vice President BW CAPITAL MARKETS, INC. By: /s/ Richard P. Vrfer ------------------------------------------------ Name: Richard P. Vrfer Title: President By: /s/ Philip G. Waldrop ------------------------------------------------ Name: Philip G. Waldrop Title: Vice President 16 BALANCED HIGH YIELD FUND II LTD. By: BHF (USA) Capital Corporation, as Attorney- in-Fact By: /s/ Nina Zhou ------------------------------------------------ Name: Nina Zhou Title: Associate By: /s/ Perry Forman ------------------------------------------------ Name: Perry Forman Title: Vice President BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC. By: /s/ G. Steven Kalin ------------------------------------------------ Name: G. Steven Kalin Title: Vice President By: /s/ David M. Harnisch ------------------------------------------------ Name: David M. Harnisch Title: Vice President BANK OF AMERICA, N.A. By: /s/ Gretchen Spoo ------------------------------------------------ Name: Gretchen Spoo Title: Vice President BANK OF HAWAII By: /s/ Luke Yeh ------------------------------------------------ Name: Luke Yeh Title: Vice President 17 BANK OF MONTREAL By: /s/ Michael P. Joyce ------------------------------------------------ Name: Michael P. Joyce Title: Managing Director THE BANK OF NEW YORK By: /s/ Thomas C. McCrohan ------------------------------------------------ Name: Thomas C. McCrohan Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ F.C.H. Ashby ------------------------------------------------ Name: F.C.H. Ashby Title: Senior Manager Loan Operations BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ Heather Zimmerman ------------------------------------------------ Name: Heather Zimmerman Title: Vice President BANQUE NATIONALE DE PARIS By: /s/ Jo Ellen Bender ------------------------------------------------ Name: Jo Ellen Bender Title: Senior Vice President 18 BLACK DIAMOND CLO 1998-1 LTD. By: /s/ John H. Cullinane ------------------------------------------------ Name: John H. Cullinane Title: Director CAPTIVA III FINANCE LTD. By: /s/ David Dyer ------------------------------------------------ Name: David Dyer Title: Director CERES FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By: /s/ Thomas H.B. Ewald ------------------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory CITICORP USA, INC. By: /s/ Nicolas T. Erni ------------------------------------------------ Name: Nicolas T. Erni Title: Vice President COMERICA BANK, Detroit By: /s/ Anthony L. Davis ------------------------------------------------ Name: Anthony L. Davis Title: Assistant Vice President 19 CREDIT AGRICOLE INDOSUEZ, Chicago By: /s/ Theodore D. Tice ------------------------------------------------- Name: Theodore D. Tice Title: Vice President Senior Relationship Manager By: /s/ Alan I. Schmeizer ------------------------------------------------- Name: Alan I. Schmeizer Title: Vice President Senior Relationship Manager CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: /s/ Jonathan D. Sharkey ------------------------------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: /s/ Jonathan D. Sharkey ------------------------------------------------- Name: Jonathan D. Sharkey Title: Principal DELANO COMPANY By: Pacific Investment Management Company as its investment advisor By: /s/ Bradley W. Paulson ------------------------------------------------- Name: Bradley W. Paulson Title: Senior Vice President 20 DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Ken Hamilton ------------------------------------------------- Name: Ken Hamilton Title: Senior Vice President By: /s/ Xinyue Jasmine Geffner ------------------------------------------------- Name: Xinyue Jasmine Geffner Title: Assistant Vice President ELC (CAYMAN) 2000-I LTD. By: /s/ E.A. Kratzman, III ------------------------------------------------- Name: E.A. Kratzman, III Title: Managing Director IDM EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ------------------------------------------------- Name: Scott H. Page Title: Vice President FIFTH THIRD BANK OF COLUMBUS By: /s/ Ted Lape ------------------------------------------------- Name: Ted Lape Title: Vice President 21 FIRST UNION NATIONAL BANK By: /s/ Joel Thomas ------------------------------------------------- Name: Joel Thomas Title: Vice President FOOTHILL INCOME TRUST, L.P. By: FIT GP LLC, its general partner By: /s/ Denis R. Ascher ------------------------------------------------- Name: Denis R. Ascher Title: Managing Member GENERAL ELECTRIC CAPITAL CORP. By: /s/ Robert M. Kadlick ------------------------------------------------- Name: Robert M. Kadlick Title: Duly Authorized Signatory HARRIS TRUST AND SAVINGS BANK By: /s/ C. Scott Place ------------------------------------------------- Name: C. Scott Place Title: Vice President HELLER FINANCIAL INC. By: /s/ David R. Campbell ------------------------------------------------- Name: David R. Campbell Title: Vice President 22 THE HUNTINGTON NATIONAL BANK By: /s/ Mark A. Koscielski ------------------------------------------------- Name: Mark A. Koscielski Title: Vice President INDOSUEZ CAPITAL FUNDING IIA, LTD. By: Indosuez Capital, as Portfolio Advisor By: /s/ Melissa Mora ------------------------------------------------- Name: Melissa Mora Title: Vice President KZH CRESCENT 3 LLC By: /s/ Nicholas Lucente ------------------------------------------------- Name: Nicholas Lucente Title: Authorized Agent KZH ING-3 LLC By: /s/ Susan Lee ------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH RIVERSIDE LLC By: /s/ Susan Lee ------------------------------------------------- Name: Susan Lee Title: Authorized Agent 23 KZH WATERSIDE LLC By: /s/ Susan Lee ------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH CNC LLC By: /s/ Susan Lee ------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH-CYPRESSTREE-1 LLC By: /s/ Susan Lee ------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH-ING-2 LLC By: /s/ Nicholas Lucente ------------------------------------------------- Name: Nicholas Lucente Title: Authorized Agent KZH-SOLEIL-2 LLC By: /s/ Nicholas Lucente ------------------------------------------------- Name: Nicholas Lucente Title: Authorized Agent KEYBANK NATIONAL ASSOCIATION By: /s/ Brendan A. Lawlor ------------------------------------------------- Name: Brendan A. Lawlor Title: Vice President 24 MONUMENTAL LIFE INSURANCE COMPANY By: /s/ John F. Bailey ------------------------------------------------- Name: John F. Bailey Title: Vice President BANK ONE, MICHIGAN, as successor to NBD BANK By: /s/ Thomas E. Redmond ------------------------------------------------- Name: Thomas E. Redmond Title: Managing Director NATIONAL CITY BANK By: /s/ Anthony F. Salvatore ------------------------------------------------- Name: Anthony F. Salvatore Title: Vice President NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Jonathan D. Sharkey ------------------------------------------------- Name: Jonathan D. Sharkey Title: Principal NUVEEN SENIOR INCOME FUND By: /s/ Lisa M. Mincheski ------------------------------------------------- Name: Lisa M. Mincheski Title: Managing Director 25 OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P. its General Partner By: Oak Hill Securities MGP, Inc. its General Partner By: /s/ Scott D. Krase ------------------------------------------------- Name: Scott D. Krase Title: Vice President OASIS COLLATERALIZED HIGH INCOME By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By: /s/ Thomas H.B. Ewald ------------------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Ashley R. Hamilton ------------------------------------------------- Name: Ashley R. Hamilton Title: Authorized Agent OSPREY INVESTMENTS PORTFOLIO By: Citibank Global Asset Management By: /s/ Mike Regan ------------------------------------------------- Name: Mike Regan Title: Vice President OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ------------------------------------------------- Name: Scott H. Page Title: Vice President 26 PINEHURST TRADING, INC. By: /s/ Ashley R. Hamilton ------------------------------------------------- Name: Ashley R. Hamilton Title: Assistant Vice President SKM LIBERTYVIEW CBO I LTD. By: /s/ Kenneth C. Kleger ------------------------------------------------- Name: Kenneth C. Kleger Title: Authorized Signatory SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ Scott H. Page ------------------------------------------------- Name: Scott H. Page Title: Vice President SUNTRUST BANK By: /s/ Jennifer P. Harrelson ------------------------------------------------- Name: Jennifer P. Harrelson Title: Managing Director 27 TORONTO DOMINION (TEXAS) INC. By: /s/ Mark A. Baird ------------------------------------------------- Name: Mark A. Baird Title: Vice President VAN KAMPEN CLO I, LIMITED By: Van Kampen Management Inc., as Collateral Manager By: /s/ Darvin D. Pierce ------------------------------------------------- Name: Darvin D. Pierce Title: Vice President 28 ACKNOWLEDGMENT AND CONSENT -------------------------- In consideration of each Agent's and the Lenders' execution, delivery and performance of the foregoing Amendment No. 2 (the "SECOND AMENDMENT"), each of the undersigned hereby (i) acknowledges the terms and provisions of the Second Amendment and consents thereto and (ii) confirms and agrees that (x) the Borrower and Domestic Subsidiary Guarantee and Collateral Agreement (the "GUARANTEE AND COLLATERAL AGREEMENT) is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement as amended by the Second Amendment and (y) the guarantees and all of the Collateral (as defined in the Guarantee and Collateral Agreement) do, and shall continue to, secure the payment of all of the Obligations (as defined in the Guarantee and Collateral Agreement) pursuant to the terms of the Guarantee and Collateral Agreement. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement referred to in the Second Amendment to which this Acknowledgment and Consent is attached. SCOTTS' MIRACLE-GRO PRODUCTS, INC. SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY REPUBLIC TOOL & MANUFACTURING CORP. SCOTTS-SIERRA INVESTMENTS, INC. SCOTTS PROFESSIONAL PRODUCTS CO. SCOTTS PRODUCTS CO. OMS INVESTMENTS, INC. MIRACLE-GRO LAWN PRODUCTS, INC. MIRACLE-GRO PRODUCTS LTD. SCOTTS-SIERRA CROP PROTECTION COMPANY EARTHGRO, INC. SANFORD SCIENTIFIC, INC. EG SYSTEMS, INC. SWISS FARMS PRODUCTS, INC. By: /s/ Rebecca J. Bruening ----------------------------------------- Name: Rebecca J. Bruening Title: Vice President, Treasurer OLD FORT FINANCIAL CORP. By: /s/ Rebecca J. Bruening ----------------------------------------- Name: Rebecca J. Bruening Title: Treasurer 29 Annex A to Second Amendment ------------------- EXHIBIT N TO SCOTTS CREDIT AGREEMENT -------------------------- [FORM OF COMMITMENT INCREASE SUPPLEMENT] SUPPLEMENT, dated __________, to the Credit Agreement dated as of December 4, 1998 as amended by the Waiver, dated as of January 19, 1999, the Amendment No. 1 and Consent, dated as of October 13, 1999, the Waiver No. 2, dated as of February 14, 2000, and the Amendment No. 2 (the "Second Amendment") dated as of June __, 2000, and as amended, supplemented or modified from time to time (the "Credit Agreement") among THE SCOTTS COMPANY, an Ohio corporation (the "BORROWER" or "SCOTTS"), OM Scott International Investments Ltd., Miracle Garden Care Limited, Scotts Holdings Limited, Hyponex Corporation, Scotts' Miracle-Gro Products, Inc., Scotts-Sierra Horticultural Products Company, Republic Tool & Manufacturing Corp., Scotts-Sierra Investments, Inc., Scotts France Holdings SARL, Scotts Holding GmbH, Scotts Celaflor GmbH & Co. KG, Scotts France SARL, Scotts Asef BVBA, f/k/a Scotts Belgium 2 BVBA, The Scotts Company (UK) Ltd., Scotts Canada Ltd., Scotts Europe B.V., ASEF B.V., Scotts Australia PTY Ltd. and the other subsidiaries of the Borrower who are also borrowers from time to time under the Credit Agreement (the "SUBSIDIARY BORROWERS"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "LENDERS"), THE CHASE MANHATTAN BANK, a New York banking corporation (together with its banking affiliates, "CHASE"), as agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), SALOMON SMITH BARNEY, INC., as syndication agent (the "SYNDICATION AGENT"), CREDIT LYONNAIS NEW YORK BRANCH (together with its banking affiliates, "CREDIT LYONNAIS") and BANK ONE, MICHIGAN, as successor to NBD BANK, as co-documentation agents (the "CO-DOCUMENTATION AGENTS"), and Chase Securities Inc., as lead arranger (the "LEAD ARRANGER") and as the book manager (the "BOOK MANAGER"). W I T N E S S E T H: WHEREAS, the Credit Agreement provides in subsection 2.28(a) thereof that any Lender to which a Commitment Increase Offer is addressed may increase the amount of its Revolving Credit Commitment by executing and delivering to the Borrower, the Subsidiary Borrowers and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and WHEREAS, the undersigned now desires to increase the amount of its Revolving Credit Commitment under the Credit Agreement; NOW THEREFORE, the undersigned hereby agrees as follows: 30 2 1. The undersigned agrees, subject to the terms and conditions of the Credit Agreement, that on the date this Supplement is accepted by the Borrower, the Subsidiary Borrowers and the Administrative Agent (a) it shall have its Revolving Credit Commitment increased by $____________, thereby making the amount of its Revolving Credit Commitment $___________, and (b) it shall have its maximum commitments to make Revolving Credit Loans in each of the Optional Currencies increased (if at all) to the amounts specified in Schedule N-1 hereto. 2. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 31 IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written. [INSERT NAME OF LENDER] By ------------------------------------ Name: Title: Accepted this _____ day of ____________________, ________________. THE SCOTTS COMPANY By: ------------------------------------ Name: Title: OM SCOTT INTERNATIONAL INVESTMENTS LTD. By: ------------------------------------ Name: Title: MIRACLE GARDEN CARE LIMITED By: ------------------------------------ Name: Title: 32 SCOTTS HOLDINGS LIMITED By: ------------------------------------ Name: Title: HYPONEX CORPORATION By: ------------------------------------ Name: Title: SCOTTS' MIRACLE-GRO PRODUCTS, INC. By: ------------------------------------ Name: Title: SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY By: ------------------------------------ Name: Title: REPUBLIC TOOL & MANUFACTURING CORP. By: ------------------------------------ Name: Title: SCOTTS-SIERRA INVESTMENTS, INC. By: ------------------------------------ Name: Title: 33 SCOTTS FRANCE HOLDINGS SARL By: ------------------------------------ Name: Title: SCOTTS FRANCE SARL By: ------------------------------------ Name: Title: SCOTTS HOLDING GMBH By: ------------------------------------ Name: Title: SCOTTS CELAFLOR GMBH & CO. KG By: ------------------------------------ Name: Title: SCOTTS ASEF BVBA By: ------------------------------------ Name: Title: THE SCOTTS COMPANY (UK) LTD. By: ------------------------------------ Name: Title: 34 SCOTTS CANADA LTD. By: ------------------------------------ Name: Title: SCOTTS EUROPE B.V. By: ------------------------------------ Name: Title: ASEF B.V. By: ------------------------------------ Name: Title: SCOTTS AUSTRALIA PTY LTD. By: ------------------------------------ Name: Title: Accepted this ____ day of ____________________, ________________. THE CHASE MANHATTAN BANK, as Administrative Agent By: ------------------------------------ Name: Title: 35 SCHEDULE N-1 [FORM OF SCHEDULE REGARDING OPTIONAL CURRENCY MAXIMUM COMMITMENT INCREASE] [LENDER] OPTIONAL MAXIMUM COMMITMENT CURRENCY [] [] 36 CONFORMED COPY WAIVER NO. 2 WAIVER NO. 2, dated as of February 14, 2000 (the "Second Waiver"), to the Credit Agreement, dated as of December 4, 1998, as amended by the Waiver, dated as of January 19, 1999, and the Amendment No. 1 and Consent, dated as of October 13, 1999, and as amended, supplemented or modified from time to time (the "Credit Agreement") among THE SCOTTS COMPANY, an Ohio corporation (the "Borrower" or "Scotts"), OM Scott International Investments Ltd., Miracle Garden Care Limited, Scotts Holdings Limited, Hyponex Corporation, Scotts' Miracle-Gro Products, Inc., Scotts-Sierra Horticultural Products Company, Republic Tool & Manufacturing Corp., Scotts-Sierra Investments, Inc., Scotts France Holdings SARL, Scotts Holding GmbH, Scotts Celaflor GmbH & Co. KG, Scotts France SARL, Scotts Asef BVBA, f/k/a Scotts Belgium 2 BVBA, The Scotts Company (UK) Ltd., Scotts Canada Ltd., Scotts Europe B.V., ASEF B.V., Scotts Australia PTY Ltd., and the other subsidiaries of the Borrower who are also borrowers from time to time under the Credit Agreement (the "Subsidiary Borrowers"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation (together with its banking affiliates, "Chase"), as agent for the Lenders (in such capacity, the "Administrative Agent"), SALOMON SMITH BARNEY, INC., as syndication agent (the "Syndication Agent"), CREDIT LYONNAIS CHICAGO BRANCH (together with its banking affiliates, "Credit Lyonnais") and BANK ONE, MICHIGAN, as successor to NBD BANK, as co-documentation agents (the "Co-Documentation Agents"), and Chase Securities Inc., as lead arranger (the "Lead Arranger") and as the book manager (the "Book Manager"). W I T N E S S E T H : WHEREAS, subsection 6.11 of the Credit Agreement, Maintenance of Consolidated Net Worth, sets forth a formula which required that Borrower's Consolidated Net Worth (as defined in the Credit Agreement) be in an amount of not less than $385,500,000 as of the last day of Borrower's fiscal quarter ending January 1, 2000. Borrower reports that its Consolidated Net Worth as of the last day of such fiscal quarter was $383,100,000; WHEREAS, the Borrower has requested that the Required Lenders waive, with respect to the fiscal quarter ending January 1, 2000, the requirement under subsection 6.11 of the Credit Agreement that the Borrower maintain its Consolidated Net Worth above the amount described herein; and WHEREAS, the Required Lenders have agreed to waive such requirement with respect to such period but only on the terms and subject to the 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 noted, capitalized terms have the meanings given to them in the Credit Agreement. 2 2. Compliance with Subsection 6.11 (Maintenance of Consolidated Net Worth). The Required Lenders hereby waive the requirements of subsection 6.11 of the Credit Agreement with respect to the fiscal quarter ending January 1, 2000; provided that the Borrower's Consolidated Net Worth as of the last day of such fiscal quarter was not less than $383,000,000. 3. Representations and Warranties. On and as of the date hereof, and after giving effect to this Second Waiver, the Borrower 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 the Borrower hereby confirms, reaffirms and restates such representations and warranties as of such earlier date. 4. Conditions to Effectiveness. This Second Waiver shall become effective as of the date the Administrative Agent receives counterparts of this Second Waiver, duly executed and delivered by the Borrower, the Administrative Agent and the Required Lenders. 37 5. Continuing Effect; No Other Waiver. Except as expressly waived hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The waiver provided for herein is limited to the specific subsections of the Credit Agreement specified herein and shall not constitute an waiver of, or an indication of any Lender's willingness to waive, any other provisions of the Credit Agreement or the same subsections for any other date or time period (whether or not such other provisions or compliance with such subsections for another date or time period are affected by the circumstances addressed in this Second Waiver). 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 Second Waiver, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 7. GOVERNING LAW. THIS SECOND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 8. Counterparts. This Second Waiver 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 38 IN WITNESS WHEREOF, the parties hereto have caused this Second Waiver to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. THE SCOTTS COMPANY By: /s/ REBECCA J. BRUENING ----------------------------------------------------- Title: Vice President, Corporate Treasurer SALOMON SMITH BARNEY, INC., as Syndication Agent and as a Lender By: /s/ B. CROOK ----------------------------------------------------- Title: Managing Director CREDIT LYONNAIS CHICAGO BRANCH, as Co-Documentation Agent and as a Lender By: /s/ MARY ANN KLEMM ----------------------------------------------------- Title: Vice President BANK ONE, MICHIGAN, as successor to NBD BANK, as Co-Documentation Agent and as a Lender By: /s/ THOMAS E. REDMOND ----------------------------------------------------- Title: Managing Director THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: /s/ RANDOLPH CATES ----------------------------------------------------- Title: Vice President 39 ABN AMRO BANK N.V., Pittsburgh By: /s/ PATRICK PASTORE /s/ GREGORY AMOROSO ----------------------------------------------------- Title: Vice President Senior Vice President AERIES - II FINANCE LTD. By: /s/ GREG STOECKLE ----------------------------------------------------- Title: Authorized Signatory ALLIANCE INVESTMENT OPPORTUNITIES By: ----------------------------------------------------- Name: Title: ALLSTATE LIFE INSURANCE CO. By: ----------------------------------------------------- Name: Title: ARES LEVERAGED INVESTMENT FUND II, L.P. By: /s/ SETH BRUFSKY ----------------------------------------------------- Title: Vice President ATHENA CDO, LIMITED By: Pacific Investment Management Company as its investment advisor By: PIMCO Management Inc., a general partner By: ----------------------------------------------------- Name: Title: 40 BHF (USA) CAPITAL CORPORATION By: ----------------------------------------------------- Name: Title: BHF BANK AKTIENGESELLSCHAFT By: ----------------------------------------------------- Name: Title: BW CAPITAL MARKETS, INC. By: /s/ PHILIP WALDROP RICHARD P. URFER ----------------------------------------------------- Title: Vice President President BALANCED HIGH YIELD FUND II LTD. By: ----------------------------------------------------- Name: Title: BANK AUSTRIA By: ----------------------------------------------------- Name: Title: BANK OF AMERICA By: /s/ GRETCHEN SPOO ----------------------------------------------------- Title: Vice President BANK OF HAWAII By: ----------------------------------------------------- Name: Title: 41 BANK OF MONTREAL By: /s/ BRIAN L. BANKS ---------------------------------------------------- Title: Director THE BANK OF NEW YORK By: /s/ THOMAS MCCROHAN ---------------------------------------------------- Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ F.C.H. ASHBY ---------------------------------------------------- Title: Senior Manager Loan Operations BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: ---------------------------------------------------- Name: Title: BANQUE NATIONALE DE PARIS By: /s/ ARNAUD COLLIN DE BOCAGE ---------------------------------------------------- Title: Executive Vice President & General Manager BANQUE WORMS CAPITAL CORPORATION By: /s/ MICHAEL M. FLEMMING F. GAMET ---------------------------------------------------- Title: Vice President & General Counsel Senior Vice President BLACK DIAMOND CLO 1998-1 LTD. By: ---------------------------------------------------- Name: Title: 42 BOEING CAPITAL CORPORATION By: /s/ JAMES C. HAMMERSMITH --------------------------------------------------- Title: Senior Documentation Officer CIT GROUP/EQUIPMENT FINANCING, INC. By: --------------------------------------------------- Name: Title: CAPTIVA III FINANCE LTD. By: --------------------------------------------------- Name: Title: CARAVELLE INVESTMENT FUND, L.L.C. By: --------------------------------------------------- Name: Title: CERES FINANCE, LTD. By: /s/ GREGORY STOECKLE --------------------------------------------------- Title: Authorized Signatory CITICORP USA, INC. By: /s/ NICHOLAS T. ERNI --------------------------------------------------- Title: Attorney in Fact COMERICA BANK, Detroit By: /s/ ANTHONY L. DAVIS --------------------------------------------------- Title: Assistant Vice President 43 CREDIT AGRICOLE INDOSUEZ, Chicago By: --------------------------------------------------- Name: Title: CREDIT LYONNAIS By: --------------------------------------------------- Name: Title: CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: --------------------------------------------------- Name: Title: CYPRESSTREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: --------------------------------------------------- Name: Title: DELANO COMPANY By: Pacific Investment Management Company as its investment advisor By: PIMCO Management Inc., a general partner By: --------------------------------------------------- Name: Title: 44 DRESDNER BANK, AG By: /s/ A. RICHARD MORRIS KEN HAMILTON ------------------------------------------------ Title: First Vice President Senior Vice President EATON VANCE SENIOR INCOME TRUST By: /s/ PAYSON F. SWAFFIELD ------------------------------------------------ Title: Vice President ERSTE BANK By: ------------------------------------------------ Name: Title: FIFTH THIRD BANK OF COLUMBUS By: /s/ MARK RANSOM ------------------------------------------------ Title: Vice President FIRST UNION NATIONAL BANK By: /s/ ANDREW PAYNE ------------------------------------------------ Title: Vice President FLEET NATIONAL BANK By: ------------------------------------------------ Name: Title: 45 FOOTHILL INCOME TRUST, L.P. By: /s/ DENNIS ASCHER ------------------------------------------------ Title: Managing Member FRANKLIN FLOATING RATE TRUST By: ------------------------------------------------ Name: Title: FREEMONT INVESTMENT & LOAN By: ------------------------------------------------ Name: Title: GENERAL ELECTRIC CAPITAL CORP. By: ------------------------------------------------ Name: Title: HARRIS TRUST AND SAVINGS BANK By: /s/ C. SCOTT PLACE ------------------------------------------------ Title: Vice President HELLER FINANCIAL INC. By: /s/ LINDA W. WOLF ------------------------------------------------ Title: Senior Vice President THE HUNTINGTON NATIONAL BANK By: /s/ J. STEPHEN BENNETT ------------------------------------------------ Title: Vice President 46 IKB DEUTSCHE INDUSTRIEBANK By: /s/ MANFORD ZIWEY ------------------------------------------------ Title: Director INDOSUEZ CAPITAL By: /s/ MELISSA MARANO ------------------------------------------------ Title: Vice President INDOSUEZ CAPITAL FUNDING IIA, LTD. By: ------------------------------------------------ Name: Title: KZH APPALOOSA LLC By: ------------------------------------------------ Name: Title: KZH BDC LLC By: ------------------------------------------------ Name: Title: 47 KZH CRESCENT 3 LLC By: ------------------------------------------------ Name: Title: KZH III LLC By: ------------------------------------------------ Name: Title: KZH ING-3 LLC By: /s/ SUSAN LEE ------------------------------------------------ Title: Authorized Agent KZH PAMCO LLC By: ------------------------------------------------ Name: Title: KZH RIVERSIDE LLC By: /s/ SUSAN LEE ------------------------------------------------ Title: Authorized Agent KZH WATERSIDE LLC By: /s/ SUSAN LEE ------------------------------------------------ Title: Authorized Agent KZH CNC LLC By: /s/ SUSAN LEE ------------------------------------------------ Title: Authorized Agent KZH-CYPRESSTREE-1 LLC By: ------------------------------------------------ Name: Title: 48 KZH-ING-2 LLC By: ------------------------------------------------ Name: Title: KZH-SOLEIL-2 LLC By: ------------------------------------------------ Name: Title: KEY BANK NATIONAL ASSOCIATION By: /s/ BRENDAN LAWLOR ------------------------------------------------ Title: Vice President LANDESBANK RHEINLAND-PFALZ GIR By: /s/ GILSDORF DETLEF KREJOI ------------------------------------------------ Title: Assistant Vice President Manager LEHMAN COMMERCIAL PAPER INC. By: ------------------------------------------------ Name: Title: ML CBO IV (CAYMAN) LTD. By: ------------------------------------------------ Name: Title: 49 ML CLO XII PILGRIM AMERICA By: Pilgrim Investments, Inc., as its investment manager By: ------------------------------------------------ Name: Title: ML CLO XX PILGRIM AMERICA By: Pilgrim Investments, Inc., as its investment manager By: ------------------------------------------------ Name: Title: MSDW PRIME INCOME TRUST By: ------------------------------------------------ Name: Title: MEESPIERSON N.V. By: /s/ W. GIBSON P. HANRATTY ------------------------------------------------ Title: Manager Head of Acquisition & Finance MERRILL LYNCH PRIME RATE PORTFOLIO By: ------------------------------------------------ Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND By: ------------------------------------------------ Name: Title: 50 METROPOLITAN LIFE INSURANCE CO. By: /s/ JAMES R. DINGLER ------------------------------------------------ Title: Director MONUMENTAL LIFE INSURANCE COMPANY By: ------------------------------------------------ Name: Title: MOUNTAIN CLO TRUST By: ------------------------------------------------ Name: Title: MOUNTAIN CAPITAL CLO I, LTD. By: ------------------------------------------------ Name: Title: BANK ONE, MICHIGAN, as successor to NBD BANK By: /s/ THOMAS E. REDMOND ------------------------------------------------ Title: Managing Director NATIONAL CITY BANK By: /s/ DAVID B. YATES ------------------------------------------------ Title: Vice President NATIONAL WESTMINSTER BANK, PLC By: ------------------------------------------------ Name: Title: 51 NORSE CBO, LTD. By: ------------------------------------------------- Name: Title: NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: ------------------------------------------------- Name: Title: ORIX USA CORPORATION By: /s/ HIROYUKI MIYAUCKHI ------------------------------------------------- Title: EVP, Corporate Finance Group OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P. its General Partner By: Oak Hill Securities MGP, Inc. its General Partner By: /s/ SCOTT KRASE ------------------------------------------------- Title: Vice President OASIS COLLATERALIZED HIGH INCOME By: /s/ GREGORY STOECKLE ------------------------------------------------- Title: Authorized Signatory 52 OCTAGON LOAN TRUST By: ------------------------------------------------- Name: Title: OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ KELLY WALKER ------------------------------------------------- Title: Authorized Agent OSPREY INVESTMENTS PORTFOLIO By: /s/ MIKE REGAN ------------------------------------------------- Title: Vice President OXFORD STRATEGIC INCOME FUND By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ PAYSON F. SWAFFIELD ------------------------------------------------- Title: Vice President PACIFICA PARTNERS I, L.P. By: /s/ THOMAS COLWELL ------------------------------------------------- Title: Vice President PARIBAS By: ------------------------------------------------- Name: Title: PINEHURST TRADING, INC. By: /s/ KELLY WALKER ------------------------------------------------- Title: Vice President 53 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", Utrecht Branch By: /s/ MICHAEL BUTZ NANCY O'CONNOR -------------------------------------------------- Title: Vice President Vice President COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", Utrecht Branch By: ------------------------------------------------- Name: Title: SKM LIBERTYVIEW CBO I LTD. By: /s/ KENNETH KLEGAR ------------------------------------------------- Title: Authorized Signatory SANKATY HIGH YIELD ASSET PARTNERS By: /s/ DIANE EXTER ------------------------------------------------- Title: Executive Vice President & Portfolio Manager SCOTIABANC, INC. By: ------------------------------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ PAYSON SWAFFIELD ------------------------------------------------- Title: Vice President 54 SUNTRUST BANK, CENTRAL FLORIDA, N.A. By: /s/ STEPHEN LEISTER Title: Vice President TORONTO DOMINION (TEXAS) INC. By: ------------------------------------------------- Name: Title: TRAVELERS INSURANCE COMPANY By: ------------------------------------------------- Name: Title: VAN KAMPEN CLO I, LIMITED By: Van Kampen Management Inc., as Collateral Manager By: /s/ DARVIN D. PIERCE ------------------------------------------------- Title: Vice President 55 ACKNOWLEDGEMENT AND CONSENT In consideration of each Agent's and the Lenders' execution, delivery and performance of the foregoing Waiver No. 2 (the "Second Waiver"), each of the undersigned hereby (i) acknowledges the terms and provisions of the Second Waiver and consents thereto and (ii) confirms and agrees that (x) the Borrower and Domestic Subsidiary Guarantee and Collateral Agreement (the "Guarantee and Collateral Agreement) is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement and (y) the guarantees and all of the Collateral (as defined in the Guarantee and Collateral Agreement) do, and shall continue to, secure the payment of all of the Obligations (as defined in the Guarantee and Collateral Agreement) pursuant to the terms of the Guarantee and Collateral Agreement. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement referred to in the Second Waiver to which this Acknowledgment and Consent is attached. SCOTTS-SIERRA INVESTMENTS, INC. SCOTTS PROFESSIONAL PRODUCTS CO. SCOTTS PRODUCTS CO. OMS INVESTMENTS, INC. MIRACLE-GRO LAWN PRODUCTS, INC. MIRACLE-GRO PRODUCTS LTD. SCOTTS-SIERRA CROP PROTECTION COMPANY OLD FORT FINANCIAL CORP. EARTHGRO, INC. SANFORD SCIENTIFIC, INC. EG SYSTEMS, INC. SWISS FARMS PRODUCTS, INC. By: /s/ REBECCA J. BRUENING --------------------------- Title: Vice President