Exhibit 10.6





Exhibit 10.6




Execution Version




FIRST AMENDMENT dated as of May 13, 2010 (the “Amendment”) to the Master Accounts
Receivable Purchase Agreement dated as of May 1, 2009 (the “Agreement”) among Credit Agricole
Corporate and Investment Bank New York Branch (formerly known as Calyon New York Branch), as the
Bank, The Scotts Company LLC, as the Company, and The Scotts Miracle-Gro Company, as the Parent.
Capitalized terms used herein unless otherwise defined herein shall have the meanings assigned to
them in the Agreement.



WHEREAS, the Bank, the Company and the Parent have agreed to certain amendments to the
Agreement on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the premises set forth herein, the parties hereto hereby
agree as follows.



1. All references to “Calyon” in the Agreement and the other Transaction Documents shall be
deemed references to “Credit Agricole Corporate and Investment Bank”.



2. The definition of “Stated Termination Date” in the Agreement shall be amended and restated
in its entirety as follows (for purposes of clarification only, the amended language is in italics,
which shall have no effect on the amended provision):




“Stated Termination Date” means May 12, 2011, or such later date as may be extended by
mutual agreement of the Bank and the Company.



3. Schedule 5 to the Agreement shall be amended and restated in its entirety as set forth in
Exhibit A to this Amendment (for purposes of clarification only, the amended language in such
schedule is in italics, which shall have no effect on the amended schedule).



4. The Borrower and the Parent each represents to the Bank that (a) it has full power and
authority, and has taken all action necessary, to execute and deliver this Amendment, and to
perform its obligations hereunder; (b) this Amendment has been duly executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms;
(c) all representations and warranties made by it in the Agreement are true on and as of the date
hereof as though made on such date; (d) the execution and delivery of this Amendment, and the
performance of its obligations hereunder, will not (i) conflict with or result in a breach of, or
require any consent under, its governing documents, (ii) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award currently in effect
and applicable to it, (iii) result in a breach of or constitute a default under any indenture or
financing or credit agreement or any other agreement, lease or instrument to which it is a party or
by which it or its properties may be bound or affected, or (iv) result in, or require, the creation
or imposition of any Encumbrance upon or with respect to any of its properties or assets; (e) no
authorization or approval or other action by, and no notice to or filing with, any


 


 









 





Execution Version




governmental authority is required for the due execution, delivery and performance by it of
this Amendment or any other document related hereto to which it is a party; (f) no Termination
Event has occurred; and (g) there has been no amendment, modification or supplement to the Amended
and Restated Credit Agreement among the Parent, JPMorgan Chase Bank, N.A, as Agent (the “Agent”),
and the other parties thereto dated as of February 7, 2007, which would affect the validity of the
Letter dated May 1, 2009 to the Agent related to such agreement.



5. This Amendment shall become effective as of May 1, 2010 (the “Effective Date”) upon
satisfaction in the determination of the Bank of the following conditions:




	 	a.	 	the Bank shall have received all of the documents listed in
Exhibit B hereto in form and substance reasonably satisfactory to it;

	 
	 	b.	 	the representations and warranties made by the Company and the
Parent in Section 4 above are true and correct as of the Effective Date; and

	 
	 	c.	 	the Bank shall have received the fees and other amounts payable
by the Company pursuant to the Fee Letter dated as of May 13, 2010, attached
hereto as Exhibit C.






6. Upon the effectiveness of this Amendment, (a) the Agreement, as affected hereby, is hereby
ratified, approved and confirmed in each and every respect, and (b) all references to the Agreement
in any other document, instrument, agreement or writing (including any Transaction Document) shall
hereafter be deemed to refer to the Agreement as affected hereby.



7. This Amendment shall be governed by and construed in accordance with the laws of the State
of New York, United States of America, without giving effect to its conflicts of law principles
(other than Section 5-1401 of the New York General Obligations Law). The parties hereto hereby
agree that the provisions of Section 20.2 of the Agreement shall apply to this Agreement,
including, without limitation, the submission to the jurisdiction of the courts of the State of New
York sitting in New York County, New York and of the United States District Court for the Southern
District of New York.



8. THE COMPANY, THE PARENT AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH
THIS AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF THE COMPANY, THE PARENT OR THE BANK.


 


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Execution Version




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective duly authorized officers as of the date first above written.



CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Andre Gazal	 	 	 	By:	 	/s/ Thibault Berger
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Andre Gazal	 	 	 	 	 	Name: Thibault Berger
	 

	 	Title: Managing Director	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 	 	 
	THE SCOTTS COMPANY LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ David C. Evans
	 	 	 	By:
	 	/s/ Scott M. Haefke
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: David C. Evans
	 	 	 	 
	 	Name: Scott M. Haefke
	 

	 	Title: Executive Vice President and
	 	 	 	 
	 	Title: Vice President and Treasurer
	 

	 	         Chief Financial Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	THE SCOTTS MIRACLE-GRO COMPANY	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ David C. Evans
	 	 	 	By:
	 	/s/ Scott M. Haefke
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: David C. Evans
	 	 	 	 
	 	Name: Scott M. Haefke
	 

	 	Title: Executive Vice President and
	 	 	 	 
	 	Title: Vice President and Treasurer
	 

	 	         Chief Financial Officer	 	 	 	 	 	 







 


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