EX-10.18.B






EXHIBIT
10.18(b)




March 28, 2008




Monsanto Company

800 N. Lindbergh Blvd.

St. Louis, MO 63167

Attn: Carl M. Casale





			
	Re:	 	Renewal of EU Term of the Amended and Restated Exclusive Agency and Marketing Agreement dated
as of September 30, 1998 between The Scotts Company LLC and Monsanto Company (“Agreement”).





Dear Mr. Casale:



The second EU Term described in Section 10.2(a)(2) of the Agreement expires on September 30, 2008.



The parties have agreed to modify and amend the terms of the Agreement to extend the EU Term by
three (3) years (plus up to two additional automatic renewal periods of two (2) years each) rather
than the seven (7) years contemplated by Section 10.2(a)(2) of the Agreement.



Accordingly, the parties agree that Section 10.2(a)(2) of the Agreement is hereby amended and
restated to read as follows:





“(2) Following the renewal of the EU Term pursuant to Section 10.2(a)(1), the
parties may mutually agree to renew the EU Term of this Agreement for an additional
three (3) years, unless otherwise prohibited herein; provided, that, in the event
that the EU Term is mutually renewed for an additional three (3) years as
contemplated by this Section 10.2(a)(2), then subsequent to such three (3) year
period, the EU Term shall be automatically renewed for up to two additional two (2)
year periods unless, (i) in the case of the first such automatic two (2) year
renewal period, Monsanto has provided the Agent with notice not later than six (6)
months preceding the date on which the three (3) year renewal period terminates,
that there has been a Regional Performance Default in the UK and France occurring
after September 30, 2008 (provided that for purposes of calculating the time period
for a Regional Performance Default, the three or two Program Year period as set
forth in Section 10.4(b)(5) may begin prior to September 30, 2008), or (ii) in the
case of the second such automatic two (2) year renewal period, Monsanto has provided
the Agent with notice not later than six (6) months preceding the date on which such
initial additional two (2) year period terminates, that there has been a Regional
Performance Default in the UK and France



 









 







occurring after September 30, 2011 (provided that for purposes of calculating the
time period for a Regional Performance Default, the three or two Program Year period
as set forth in Section 10.4(b)(5) may begin prior to September 30, 2011); and”


In consideration of the foregoing amendment to the Agreement, Scotts and Monsanto agree that the
Business Unit responsible for the EU Countries and the Global Support Team shall develop a
multi-year strategic plan (with appropriate balance of focus on the next program year vs.
subsequent years) for the EU Countries, which plan should include an evaluation of reducing
undesirable selling, general and administrative (“SG&A”) costs, while also considering the
potential mutual benefits of maintaining or increasing desirable SG&A costs. The applicable
Business Unit and the Global Support Team will provide such plans to the appropriate members of
senior management of Monsanto and Scotts, and the two parties will collectively work to review and
refine such plans by June 30, 2008 for final approval in connection with the Annual Business Plan
for the 2009 Program Year.



Pursuant to Section 10.2(a)(2), as amended hereby, Scotts and Monsanto hereby mutually agree to
renew the EU Term for the three (3) years contemplated by Section 10.2(a)(2), as amended.



Capitalized terms used herein without definition shall have the meanings ascribed thereto in the
Agreement. Except as expressly set forth above, nothing herein shall limit or modify either the
Agent’s or Monsanto’s rights under the Agreement, including without limitation Monsanto’s right to
terminate the Agreement pursuant to Section 10.4.




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Please execute this letter agreement in the space provided below and return this letter agreement
to me by overnight delivery to my attention and by fax to (937) 644-7136.




	 	 	 	 	 
	 	Sincerely,





THE SCOTTS COMPANY LLC

 	 
	 	By:  	/s/ James Hagedorn
 	 
	 	 	James Hagedorn 	 
	 	 	President and Chief
Executive Officer 	 
	 



ACKNOWLEDGED AND AGREED




MONSANTO COMPANY




	 	 	 	 	 
	By:

	 	/s/ Carl M. Casale
	 	 
	 

	 	 	 	 
	Name:

	 	Carl M. Casale	 	 
	Title:

	 	EVP, Strategy & Operations	 	 
	 
	 	 	 	 
	cc:

	 	Ag Counsel	 	 
	 

	 	Ronald A. Robins, Jr.	 	 







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