Exhibit





Exhibit 10.5



AMENDMENT NO. 2
Dated as of June 28, 2017
to
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of October 29, 2015
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of June 28, 2017 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), The Scotts Company LLC, an Ohio limited liability company, Scotts Australia PTY Ltd., a company incorporated in Australia, Scotts Canada Ltd., a company organized under the laws of Canada, Scotts Holdings Limited, a private limited company incorporated in England and Wales, The Scotts Company (UK) Limited, a private limited company incorporated in England and Wales, Scotts Treasury EEIG, a European economic interest grouping (each together with the Company and the other Subsidiary Borrowers, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Fourth Amended and Restated Credit Agreement dated as of October 29, 2015 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Company has requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1.Amendments to the Credit Agreement.  Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a)    The definition of “Subsidiary” set forth in Section 1.01 of the Credit Agreement is hereby amended to restate the proviso set forth therein in its entirety as follows:
“provided, that, notwithstanding the foregoing, (i) AeroGrow International, Inc. will not be a “Material Subsidiary” or “Subsidiary” for purposes of the representations and warranties, covenants, events of default or any other terms of this Agreement (other than for purposes of Sections 5.01, 5.02, 5.09 and 5.10 of this Agreement) until such time as it becomes a Wholly-Owned Subsidiary of the Company and (ii) Seamless Control LLC will not be a “Material Subsidiary” or “Subsidiary” for purposes of the representations and warranties, covenants, events of default or any other terms of this Agreement.”











(b)    Section 6.04(m) of the Credit Agreement is hereby amended by replacing the reference to “$150,000,000” appearing therein with a reference to “$200,000,000”.
2.    Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (ii) counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Loan Parties and (iii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable and documented out-of-pocket fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.
3.    Representations and Warranties of the Borrowers.  Each Borrower hereby represents and warrants as follows:
(a)    This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(b)    As of the date hereof and after giving effect to the terms of this Amendment, (i) no Event of Default or Default has occurred and is continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects), except to the extent such representations and warranties specifically refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
4.    Reference to and Effect on the Credit Agreement.
(a)    Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b)    Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)    This Amendment is a Loan Document under (and as defined in) the Credit Agreement.
5.    Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.




2





6.    Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7.    Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]






3








IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
	
	
	THE SCOTTS MIRACLE-GRO COMPANY, 
as the Company 
 
 
By:_/s/ Thomas Randal Coleman___________________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	THE SCOTTS COMPANY LLC, 
as a Subsidiary Borrower 
 
 
By:_/s/ Thomas Randal Coleman___________________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	GUTWEIN & CO., INC., 
as a Subsidiary Borrower 
 
 
By: By:_/s/ Thomas Randal Coleman_______________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	HYPONEX CORPORATION, 
as a Subsidiary Borrower 
 
 
By:_/s/ Thomas Randal Coleman___________________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SCOTTS MANUFACTURING COMPANY, 
as a Subsidiary Borrower 
 
 
By:_/s/ Thomas Randal Coleman___________________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SCOTTS TEMECULA OPERATIONS, LLC, 
as a Subsidiary Borrower 
 
 
By:_/s/ Thomas Randal Coleman___________________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SMG GROWING MEDIA, INC., 
as a Subsidiary Borrower 
 
 
By:_/s/ Thomas Randal Coleman___________________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SCOTTS AUSTRALIA PTY LTD., 
as a Subsidiary Borrower 
 
 
By:_/s/Aimee M. DeLuca__________________________
Name:  Aimee M. DeLuca
Title:  Director








Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SCOTTS CANADA LTD., 
as a Subsidiary Borrower 
 
 
By:_/s/ Thomas Randal Coleman___________________
Name:  Thomas Randal Coleman
Title:  EVP and Chief Financial Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SCOTTS HOLDINGS LIMITED, 
as a Subsidiary Borrower 
 
 
By:_/s/ Aimee M. DeLuca_________________________
Name:  Aimee M. DeLuca
Title:  Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	THE SCOTTS COMPANY (UK) LIMITED, 
as a Subsidiary Borrower 
 
 
By:_/s/ Aimee M. DeLuca_________________________
Name:  Aimee M. DeLuca
Title:  Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SCOTTS TREASURY EEIG, 
as a Subsidiary Borrower 
 
 
By:_/s/ James A. Schroeder_______________________
Name:  James A. Schroeder
Title:  Authorized Signatory










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	JPMORGAN CHASE BANK, N.A.,
individually as a Lender, as a Swingline Lender, as an Issuing Bank and as Administrative Agent




By:__/s/ Tony Yung_____________________________
Name:  Tony Yung
Title:  Executive Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	BANK OF AMERICA, N.A.,
individually as a Lender and as an Issuing Bank




By:_/s/ Casey Cosgrove__________________________
Name:  Casey Cosgrove
Title:  Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually as a Lender and as an Issuing Bank




By:_/s/ Mark Holm______________________________
Name:  Mark Holm
Title:  Managing Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	MIZUHO BANK, LTD.,
as a Lender




By:_/s/ Takayuki Tomii__________________________
Name:  Takayuki Tomii
Title:  Deputy General Manager










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH fkA COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH,
as a Lender




By:_/s/ Peter Duncan____________________________
Name:  Peter Duncan
Title:  Managing Director








By:_/s/ Bradley Pierce___________________________
Name:  Bradley Pierce
Title:  Executive Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	TD BANK, N.A.,
as a Lender




By:_/s/ Michele Dragonetti_______________________
Name:  Michele Dragonetti
Title:  Senior Vice President










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	U.S. BANK NATIONAL ASSOCIATION,
as a Lender




By:_/s/ James Shanel____________________________
Name:  James Shanel
Title:  Vice President










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	THE BANK OF NOVA SCOTIA,
as a Lender




By:_/s/ Sangeeta Shah___________________________
Name:  Sangeeta Shah
Title:  Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	BRANCH BANKING & TRUST COMPANY,
as a Lender




By:_/s/ Shane Koonce___________________________
Name:  Shane Koonce
Title:  Vice President










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	CITIZENS BANK OF PENNSYLVANIA,
as a Lender




By:__/s/ Carl S. Tabacjar, Jr.______________________
Name:  Carl S. Tabacjar, Jr.
Title:  Senior Vice President










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	FIFTH THIRD BANK,
as a Lender




By:_/s/ Mike Gifford____________________________
Name:  Mike Gifford
Title:  Vice President










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	SUMITOMO MITSUI BANKING CORPORATION,
as a Lender




By:_/s/ Katsuyuki Kubo__________________________
Name:  Katsuyuki Kubo
Title:  Managing Director










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	THE NORTHERN TRUST COMPANY,
as a Lender




By:_/s/ John Di Legge___________________________
Name:  John Di Legge
Title:  Senior Vice President










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA,
as a Lender




By:_/s/ Shane Prichard___________________________
Name:  Shane Prichard
Title:  Lending Officer










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	GOLDMAN SACHS LENDING PARTNERS LLC,
as a Lender




By:_/s/ Ushma Dedhiya__________________________
Name:  Ushma Dedhiya
Title:  Authorized Signatory










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	TRISTATE CAPITAL BANK,
as a Lender




By:_/s/ Ellen Frank______________________________
Name:  Ellen Frank
Title:  Senior Vice President










Signature Page to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






EXHIBIT A
Consent and Reaffirmation
		
	(a)
	Save for the Administrative Agent (as defined below), each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Fourth Amended and Restated Credit Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of October 29, 2015, by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), The Scotts Company LLC, an Ohio limited liability company, Scotts Australia PTY Ltd., a company incorporated in Australia, Scotts Canada Ltd., a company organized under the laws of Canada, Scotts Holdings Limited, a private limited company incorporated in England and Wales, The Scotts Company (UK) Limited, a private limited company incorporated in England and Wales, Scotts Treasury EEIG, a European economic interest grouping (each together with the Company and the other Subsidiary Borrowers, the “Borrowers”), the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Amendment No. 2 is dated as of June 28, 2017 and is by and among the Borrowers, the financial institutions listed on the signature pages thereof and the Administrative Agent (the “Amendment”).  Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement.  Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Collateral Agreement and any other Loan Document executed by it and acknowledges and agrees that the Collateral Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.  All references to the Credit Agreement contained in the above‐referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.


		
	(b)
	This Consent and Reaffirmation shall be construed in accordance with and governed by the laws of the State of New York.






Dated June 28, 2017
[Signature Page Follows]














IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed and delivered as of the day and year above written.
	
	
	

MIRACLE-GRO LAWN PRODUCTS, INC.

	 

	By: _/s/ Thomas Randal Coleman______________

	Name:  Thomas Randal Coleman

	Title:  EVP and Chief Financial Officer

	 

	 

	OMS INVESTMENTS, INC.

	 

	By: _/s/ Aimee M. DeLuca___________________

	Name:  Aimee M. DeLuca

	Title:  President & CEO

	 

	 

	SCOTTS PRODUCTS CO.

	 

	By: _/s/ Thomas Randal Coleman______________

	Name:  Thomas Randal Coleman

	Title:  EVP and Chief Financial Officer

	 

	 

	SCOTTS PROFESSIONAL PRODUCTS CO.

	 

	By: _/s/ Thomas Randal Coleman______________

	Name:  Thomas Randal Coleman

	Title:  EVP and Chief Financial Officer

	 

	 

	SCOTTS-SIERRA INVESTMENTS LLC

	 

	By: _/s/ Aimee M. DeLuca___________________

	Name:  Aimee M. DeLuca

	Title:  President & CEO

	 

	 

	SWISS FARMS PRODUCTS, INC.

	 

	By: _/s/ Aimee M. DeLuca___________________

	Name:  Aimee M. DeLuca

	Title:  President & CEO

	 

	 






Signature Page to Consent and Reaffirmation to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company





	
	
	SANFORD SCIENTIFIC, INC.

	 

	By: _/s/ Thomas Randal Coleman______________

	Name:  Thomas Randal Coleman

	Title:  EVP and Chief Financial Officer

	 

	 

	ROD MCCLELLAN COMPANY

	 

	By: _/s/ Thomas Randal Coleman______________

	Name:  Thomas Randal Coleman

	Title:  EVP and Chief Financial Officer

	 

	 

	SMGM LLC

	 

	By: _/s/ Thomas Randal Coleman______________

	Name:  Thomas Randal Coleman

	Title:  EVP and Chief Financial Officer

	 

	 

	SLS HOLDINGS, INC.

	 

	By: _/s/ Aimee M. DeLuca___________________

	Name:  Aimee M. DeLuca

	Title:  President

	 

	 

	GENSOURCE, INC.

	 

	By: _/s/ Aimee M. DeLuca___________________

	Name:  Aimee M. DeLuca

	Title:  Secretary

	 

	 

	HAWTHORNE HYDROPONICS LLC

	 

	By: _/s/ Ivan C. Smith_______________________

	Name:  Ivan C. Smith

	Title:  Secretary

	 

	 

	 

	 

	 






Signature Page to Consent and Reaffirmation to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company





	
	
	HGCI, INC.

	 

	By: _/s/ Aimee M. DeLuca___________________

	Name:  Aimee M. DeLuca

	Title:  Vice President

	 

	 

	THE HAWTHORNE GARDENING COMPANY

	 

	By: _/s/ Ivan C. Smith_______________________

	Name:  Ivan C. Smith

	Title:  Secretary










Signature Page to Consent and Reaffirmation to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company






	
	
	Acknowledged and Agreed:


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent




By:_/s/ Tony Yung_____________________________
Name:  Tony Yung
Title:  Executive Director








Signature Page to Consent and Reaffirmation to Amendment No. 2 to
Fourth Amended and Restated Credit Agreement dated as of October 29, 2015
The Scotts Miracle-Gro Company