<PAGE>
                                                                   EXHIBIT 4(p)

--------------------------------------------------------------------------------

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                               THE SCOTTS COMPANY,
                                   as Borrower

            The Subsidiary Borrowers From Time to Time Party Hereto,

               The Several Lenders From Time to Time Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                       and

                          CITICORP NORTH AMERICA, INC.,

                              as Syndication Agent

                                       and

                              BANK OF AMERICA, N.A.

                                       and

                                  BANK ONE, NA,

                           as Co-Documentation Agents

                                       and

                                THE OTHER AGENTS

                           --------------------------

                          Dated as of October 22, 2003

                           --------------------------

--------------------------------------------------------------------------------

                          J.P. MORGAN SECURITIES INC.,
                  as Sole Lead Arranger and as Sole Bookrunner
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
SECTION 1.                 DEFINITIONS...............................................................       1
         1.1   Defined Terms.........................................................................       1
         1.2   Other Definitional Provisions.........................................................      32

SECTION 2.                 AMOUNT AND TERMS OF LOANS.................................................      32
         2.1   Term Commitments......................................................................      32
         2.2   Procedure for Term Loan Borrowing.....................................................      32
         2.3   Repayment of Term Loans...............................................................      33
         2.4   Revolving Credit Commitment...........................................................      34
         2.5   Procedure for Revolving Credit Borrowing..............................................      35
         2.6   Swing Line Commitments................................................................      36
         2.7   Participation.........................................................................      38
         2.8   Repayment of Revolving Credit Loans; Evidence of Debt.................................      38
         2.9   Facility Fee..........................................................................      39
         2.10   Termination or Reduction of Revolving Credit Commitments.............................      39
         2.11   Optional Prepayments.................................................................      40
         2.12   Mandatory Prepayments................................................................      41
         2.13   Cash Collateralization of Letters of Credit..........................................      42
         2.14   Conversion Options...................................................................      42
         2.15   Interest Rate and Payment Dates......................................................      43
         2.16   Computation of Interest and Fees.....................................................      43
         2.17   Inability to Determine Interest Rate.................................................      44
         2.18   Pro Rata Treatment and Payments......................................................      44
         2.19   Illegality...........................................................................      46
         2.20   Requirements of Law..................................................................      46
         2.21   Indemnity............................................................................      48
         2.22   Taxes ...............................................................................      48
         2.23   Use of Proceeds......................................................................      51
         2.24   Controls on Prepayment if Aggregate Revolving Extensions of Credit Exceed
                  Aggregate Revolving Credit Commitments.............................................      51
         2.25   Lending Installations................................................................      52
         2.26   Notices to Lenders...................................................................      52
         2.27   Revolving Commitment Increases and Changes...........................................      52

SECTION 3.                 LETTER OF CREDIT FACILITIES...............................................      54
         3.1   L/C Commitment........................................................................      54
         3.2   Procedure for Issuance of Letters of Credit...........................................      55
         3.3   Fees, Commissions and Other Charges...................................................      55
         3.4   L/C Participation.....................................................................      56
         3.5   Reimbursement Obligation of the Borrower..............................................      57
         3.6   Obligations Absolute..................................................................      57
         3.7   Increased Costs.......................................................................      58
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
         3.8   Letter of Credit Payments.............................................................      58

SECTION 4.                 REPRESENTATIONS AND WARRANTIES............................................      59
         4.1   Financial Condition...................................................................      59
         4.2   Corporate Existence; Compliance with Law..............................................      60
         4.3   Corporate Power; Authorization; Enforceable Obligations...............................      60
         4.4   No Legal Bar..........................................................................      60
         4.5   No Material Litigation................................................................      60
         4.6   No Burdensome Restrictions............................................................      61
         4.7   No Default............................................................................      61
         4.8   Subsidiaries..........................................................................      61
         4.9   Disclosure............................................................................      61
         4.10   Schedules............................................................................      61
         4.11   Federal Regulations..................................................................      61
         4.12   Investment Company Act; Other Regulations............................................      61
         4.13   Labor Matters........................................................................      62
         4.14   ERISA ...............................................................................      62
         4.15   Title to Real Property, Etc..........................................................      62
         4.16   Taxes ...............................................................................      62
         4.17   Environmental Matters................................................................      63
         4.18   Intellectual Property................................................................      63
         4.19   Security Documents...................................................................      64
         4.20   Regulation H.........................................................................      64
         4.21   Solvency.............................................................................      64
         4.22   Senior Indebtedness..................................................................      65

SECTION 5.                 CONDITIONS PRECEDENT......................................................      65
         5.1   Conditions to Effectiveness of this Agreement.........................................      65
         5.2   Conditions to All Extensions of Credit................................................      69
         5.3   Additional Conditions Applicable to Foreign Subsidiary Borrowers......................      70

SECTION 6.                 AFFIRMATIVE COVENANTS.....................................................      72
         6.1   Financial Statements..................................................................      72
         6.2   Certificates; Other Information.......................................................      72
         6.3   Payment of Obligations................................................................      74
         6.4   Compliance with Laws..................................................................      74
         6.5   Conduct of Business and Maintenance of Existence......................................      74
         6.6   Maintenance of Property, Insurance....................................................      74
         6.7   Inspection of Property; Books and Records; Discussions................................      75
         6.8   Notices ..............................................................................      75
         6.9   Interest Coverage.....................................................................      76
         6.10   Maintenance of Leverage Ratio........................................................      76
         6.11   Additional Collateral, etc...........................................................      77
         6.12   Environmental, Health and Safety Matters.............................................      80
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
SECTION 7.                 NEGATIVE COVENANTS........................................................      80
         7.1   Limitation on Liens...................................................................      81
         7.2   Limitation on Contingent Obligations..................................................      82
         7.3   Limitation on Fundamental Changes.....................................................      82
         7.4   Limitation on Capital Expenditures....................................................      83
         7.5   Limitation on Acquisitions, Investments, Loans and Advances...........................      84
         7.6   Limitation on Indebtedness............................................................      85
         7.7   Limitation on Restrictions on Subsidiary Distributions................................      86
         7.8   Transactions with Affiliates and Officers.............................................      87
         7.9   Limitation on Sale of Assets..........................................................      87
         7.10   Sale and Leaseback...................................................................      88
         7.11   Fiscal Year..........................................................................      88
         7.12   Modifications of Certain Debt Instruments............................................      88
         7.13   Negative Pledge Clauses..............................................................      88
         7.14   Lines of Business....................................................................      88
         7.15   Restricted Payments..................................................................      89

SECTION 8.                 EVENTS OF DEFAULT.........................................................      89

SECTION 9.                 THE ADMINISTRATIVE AGENT..................................................      93
         9.1   Appointment...........................................................................      93
         9.2   Delegation of Duties..................................................................      93
         9.3   Exculpatory Provisions................................................................      94
         9.4   Reliance by Administrative Agent......................................................      94
         9.5   Notice of Default.....................................................................      95
         9.6   Non-Reliance on Administrative Agent, Other Lenders and JPMSI.........................      95
         9.7   Indemnification.......................................................................      95
         9.8   Administrative Agent in Its Individual Capacity.......................................      96
         9.9   Successor Administrative Agent........................................................      96
         9.10   The Syndication Agent and the Co-Documentation Agents................................      96

SECTION 10.                MISCELLANEOUS.............................................................      97
         10.1   Amendments and Waivers...............................................................      97
         10.2   Notices..............................................................................      98
         10.3   No Waiver; Cumulative Remedies.......................................................     100
         10.4   Survival of Representations, Warranties and Indemnities..............................     100
         10.5   Payment of Expenses and Taxes........................................................     100
         10.6   Successors and Assigns; Participations and Assignments...............................     101
         10.7   Adjustments; Set-off.................................................................     104
         10.8   Enforceability; Usury................................................................     105
         10.9   Judgment.............................................................................     106
         10.10   Counterparts........................................................................     106
         10.11   Governing Law; No Third Party Rights................................................     106
         10.12   Headings............................................................................     107
         10.13   Submission To Jurisdiction; Waivers.................................................     107
</TABLE>

                                     -iii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                      PAGE
<S>                                                                                                                   <C>
         10.14   Acknowledgments................................................................................      108
         10.15   WAIVERS OF JURY TRIAL..........................................................................      108
         10.16   Severability...................................................................................      109
</TABLE>

                                      -iv-
<PAGE>
<TABLE>
<S>                          <C>
ANNEXES

Annex A                      Pricing Grid
Annex B                      Sterling Borrower Provisions
Annex C                      Australia Borrower Provisions
Annex D                      Canadian Borrower Provisions

SCHEDULES

Schedule 1                   Lenders; Revolving Credit Commitments
Schedule 1A                  Agents
Schedule 1.1B                Mortgaged Properties
Schedule 1.2                 Non-Guarantor Domestic Subsidiaries
Schedule 4.1                 Certain Financial Information
Schedule 4.5                 Litigation
Schedule 4.8                 Subsidiaries
Schedule 4.11                Certain Transactions
Schedule 4.19(a)             Certain Filings
Schedule 4.19(b)             Mortgage Filings
Schedule 5.1(b)              Foreign Subsidiary Pledges
Schedule 5.1(g)              Proceedings
Schedule 5.1(o)              Title Insurance
Schedule 5.3(iii)            Certain Filings
Schedule 7.1(i)              Existing Liens and Encumbrances
Schedule 7.10                Sale and Leaseback
Schedule 7.2(iii)            Existing Guarantees
Schedule 7.3                 Subsidiary Mergers
Schedule 7.6(c)              Existing Indebtedness
Schedule 10.2                Notices

EXHIBITS

Exhibit A                    Form of Assignment and Acceptance
Exhibit B                    Form of Mortgage
Exhibit C                    Form of Swing Line Loan Participation Certificate
Exhibit D                    Form of U.S. Tax Compliance Certificate
Exhibit E                    Form of Commitment Increase Supplement
Exhibit F                    Form of New Lender Supplement
Exhibit G                    Form of Acknowledgment and Confirmation of Guarantee and Collateral Agreements and
                             Mortgages

Exhibit H                    Form of Opinion of Vorys, Sater, Seymour and Pease LLP
Exhibit I                    Form of Opinion of Counsel to Foreign Subsidiary Borrowers
Exhibit J                    Form of Borrowing Certificate
Exhibit K                    Form of New Domestic Subsidiary Certificate
Exhibit L                    Form of Joinder Agreement
</TABLE>

                                      -v-
<PAGE>
         SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 22,
2003, by and among THE SCOTTS COMPANY, an Ohio corporation (the "Borrower" or
"Scotts"), Hyponex Corporation, Miracle Garden Care Limited, OM Scott
International Investments Ltd., Scotts Australia Pty. Ltd., Scotts Canada, Ltd.,
Scotts Holdings Limited, Scotts Manufacturing Company, Scotts-Sierra
Horticultural Products Company, Scotts-Sierra Investments, Inc., Scotts Temecula
Operations, LLC, Scotts Treasury EEIG, The Scotts Company (UK) Ltd. and the
other subsidiaries of the Borrower who are also borrowers from time to time
hereunder (the "Subsidiary Borrowers"), the several banks and other financial
institutions from time to time parties to this Agreement (the "Lenders"),
CITICORP NORTH AMERICA, INC., as Syndication Agent, BANK OF AMERICA, N.A. and
BANK ONE, NA, as Co-Documentation Agents, JPMORGAN CHASE BANK, a New York
banking corporation (together with its banking affiliates, "JPMCB"), as agent
for the Lenders hereunder (in such capacity, the "Administrative Agent") and the
other Agents (as defined herein).

                              W I T N E S S E T H :

         WHEREAS, the Borrower desires to amend and restate the Amended and
Restated Credit Agreement dated as of December 5, 2000 (as heretofore amended,
supplemented or otherwise modified, the "Existing Credit Agreement"), among the
Borrower, the Subsidiary Borrowers, the several banks and other financial
institutions parties thereto and JPMCB, as administrative agent, in accordance
with the terms and conditions set forth in this Agreement; and

         WHEREAS, the Lenders and the Administrative Agent consent to the
proposed amendments and restatements on and subject to the terms and conditions
set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:

         Section 1. DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the following terms have
the following meanings:

                  "ABR" shall mean for any day, a rate per annum (rounded
         upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of
         (a) the Prime Rate in effect on such day (b) the Base CD Rate in effect
         on such day plus 1% and (c) the Federal Funds Effective Rate in effect
         on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
         mean the rate of interest per annum publicly announced from time to
         time by the Administrative Agent as its prime rate in effect at its
         principal office in New York City (the Prime Rate not being intended to
         be the lowest rate of interest charged by JPMCB in connection with
         extensions of credit to debtors); "Base CD Rate" shall mean the sum of
         (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate;
         "Three-Month Secondary CD Rate" shall
<PAGE>
                                                                               2

         mean, for any day, the secondary market rate for three-month
         certificates of deposit reported as being in effect on such day (or, if
         such day shall not be a Business Day, the next preceding Business Day)
         by the Board of Governors of the Federal Reserve System (the "Board")
         through the public information telephone line of the Federal Reserve
         Bank of New York (which rate will, under the current practices of the
         Board, be published in Federal Reserve Statistical Release H.15(519)
         during the week following such day), or, if such rate shall not be so
         reported on such day or such next preceding Business Day, the average
         of the secondary market quotations for three-month certificates of
         deposit of major money center banks in New York City received at
         approximately 10:00 A.M., New York City time, on such day (or, if such
         day shall not be a Business Day, on the next preceding Business Day) by
         the Administrative Agent from three New York City negotiable
         certificate of deposit dealers of recognized standing selected by it;
         and "Federal Funds Effective Rate" shall mean, for any day, the
         weighted average of the rates on overnight federal funds transactions
         with members of the Federal Reserve System arranged by federal funds
         brokers, as published on the next succeeding Business Day by the
         Federal Reserve Bank of New York, or, if such rate is not so published
         for any day which is a Business Day, the average of the quotations for
         the day of such transactions received by the Administrative Agent from
         three federal funds brokers of recognized standing selected by it. Any
         change in the ABR due to a change in the Prime Rate, the Three-Month
         Secondary CD Rate or the Federal Funds Effective Rate shall be
         effective as of the opening of business on the effective day of such
         change in the Prime Rate, the Three-Month Secondary CD Rate or the
         Federal Funds Effective Rate, respectively.

                  "ABR Loans" shall mean the Loans at such time as they are made
         and/or being maintained at a rate of interest based upon the ABR.

                  "Acknowledgment and Confirmation of Guarantee and Collateral
         Agreements" shall mean the Acknowledgment and Confirmation of Guarantee
         and Collateral Agreements substantially in the form of Exhibit G
         hereto.

                  "Adjustment Date" shall have the meaning set forth in the
         Pricing Grid.

                  "Affiliate" shall mean (a) any Person (other than a Subsidiary
         of the Borrower) which, directly or indirectly, controls, is controlled
         by or is under common control with, the Borrower or (b) any Person who
         is a director or executive officer of the Borrower, any Subsidiary of
         the Borrower or any Person described in clause (a) of this definition.
         For purposes of this definition, "control" of a Person means the power,
         direct or indirect, to vote 20% or more of the Capital Stock having
         voting power for the election of directors of such Person or otherwise
         to direct or cause the direction of the management and policies of such
         Person, whether by contract or otherwise.

                  "Agents" shall mean the financial institutions with the titles
         indicated next to each such financial institution's name listed in
         Schedule 1A.

                  "Aggregate Exposure" shall mean, with respect to any Lender at
         any time, an amount equal to (a) until the Closing Date, the aggregate
         amount of such Lender's Commitments at such time and (b) thereafter,
         the sum of (i) the aggregate then unpaid
<PAGE>
                                                                               3

         principal amount of such Lender's Term Loans and (ii) the amount of
         such Lender's Revolving Credit Commitment then in effect or, if the
         Revolving Credit Commitments have been terminated, the amount of such
         Lender's Revolving Extensions of Credit then outstanding.

                  "Aggregate Exposure Percentage" shall mean, with respect to
         any Lender at any time, the ratio (expressed as a percentage) of such
         Lender's Aggregate Exposure at such time to the Aggregate Exposure of
         all Lenders at such time.

                  "Aggregate Australian Revolving Extensions of Credit" shall
         mean an amount equal to the sum of (a) the aggregate principal amount
         of all Australian Dollar Loans (including, without limitation,
         Australian Dollar Swing Line Loans borrowed under Australian
         Commitments) then outstanding and (b) the aggregate amount of all
         Australian L/C Obligations then outstanding.

                  "Aggregate Canadian Revolving Extensions of Credit" shall mean
         an amount equal to the sum of (a) the aggregate principal amount of all
         Canadian Dollar Loans (including, without limitation, Canadian Dollar
         Swing Line Loans borrowed under Canadian Commitments) then outstanding
         and (b) the aggregate amount of all Canadian L/C Obligations then
         outstanding.

                  "Aggregate Facility A Revolving Extensions of Credit" shall
         mean an amount equal to the sum of (a) the aggregate principal amount
         of all Facility A Loans (including, without limitation, Swing Line
         Loans borrowed under Facility A Commitments) then outstanding and (b)
         the aggregate amount of all L/C Obligations then outstanding in respect
         of Letters of Credit issued under the Facility A Commitments.

                  "Aggregate Facility B Revolving Extensions of Credit" shall
         mean an amount equal to the sum of (a) the aggregate principal amount
         of all Facility B Loans (including, without limitation, Swing Line
         Loans borrowed under Facility B Commitments) then outstanding and (b)
         the aggregate amount of all L/C Obligations then outstanding in respect
         of Letters of Credit issued under the Facility B Commitments.

                  "Aggregate Facility C Revolving Extensions of Credit" shall
         mean an amount equal to the sum of (a) the aggregate principal amount
         of all Facility C Loans (including, without limitation, Swing Line
         Loans borrowed under Facility C Commitments) then outstanding and (b)
         the aggregate amount of all L/C Obligations then outstanding in respect
         of Letters of Credit issued under the Facility C Commitments.

                  "Aggregate Facility D Revolving Extensions of Credit" shall
         mean an amount equal to the sum of (a) the aggregate principal amount
         of all Facility D Loans (including, without limitation, Swing Line
         Loans borrowed under Facility D Commitments) then outstanding and (b)
         the aggregate amount of all L/C Obligations then outstanding in respect
         of Letters of Credit issued under the Facility D Commitments.

                  "Aggregate Sterling Revolving Extensions of Credit" shall mean
         an amount equal to the sum of (a) the aggregate principal amount of all
         Sterling Loans (including, without limitation, Sterling Swing Line
         Loans borrowed under Sterling Commitments) then
<PAGE>
                                                                               4

         outstanding and (b) the aggregate amount of all Sterling L/C
         Obligations then outstanding.

                  "Aggregate Revolving Extensions of Credit" shall mean, without
         duplication, the Aggregate Facility A Revolving Extensions of Credit,
         the Aggregate Facility B Revolving Extensions of Credit, the Aggregate
         Facility C Revolving Extensions of Credit, the Aggregate Facility D
         Revolving Extensions of Credit, the Aggregate Sterling Revolving
         Extensions of Credit, the Aggregate Australian Dollar Revolving
         Extensions of Credit and the Aggregate Canadian Dollar Revolving
         Extensions of Credit.

                  "Agreement" shall mean this Second Amended and Restated Credit
         Agreement, as amended, supplemented or otherwise modified from time to
         time.

                  "Applicable Margin" shall mean for each Type of Loan, the rate
         per annum set forth under the relevant column heading in the Pricing
         Grid; provided however, that (i) the Applicable Margin for Revolving
         Credit Loans shall be deemed to be based upon a Leverage Ratio of
         greater than or equal to 2.75 to 1.00 until the financial statements of
         the Borrower and its Subsidiaries for the fiscal quarter ending
         December 31, 2003 have been furnished to the Administrative Agent and
         the Lenders pursuant to subsection 6.1(b) and (ii) the Applicable
         Margin for Term Loans shall be deemed to be based upon a Leverage Ratio
         of greater than 2.0 to 1.0 until the financial statements of the
         Borrower and its Subsidiaries for the fiscal quarter ending September
         30, 2004 have been furnished to the Administrative Agent and the
         Lenders pursuant to subsection 6.1(a).

                  "Application" shall mean an application, in such form as the
         Issuing Lender may specify from time to time, requesting such Issuing
         Lender to open a Letter of Credit.

                  "Asset Sale" shall mean any Disposition of property or series
         of related Dispositions of property that yields gross proceeds to the
         Borrower or any of its Subsidiaries (valued at the initial principal
         amount thereof in the case of non-cash proceeds consisting of notes or
         other debt securities and valued at fair market value in the case of
         other non-cash proceeds) in excess of $5,000,000.

                  "Assignment and Acceptance" shall mean an Assignment and
         Acceptance, substantially in the form of Exhibit A hereto.

                  "Australian Commitments" shall have the meaning assigned to
         such term in Annex C hereto.

                  "Australian Dollars" shall mean the lawful currency of the
         Commonwealth of Australia.

                  "Australian Dollar Lender" shall mean each Lender that has an
         Australian Commitment or that holds Australian Dollar Loans;
         collectively, the "Australian Dollar Lenders". Each Australian Dollar
         Lender on the date hereof represents that it is an Eligible Australian
         Bank.
<PAGE>
                                                                               5

                  "Australian Dollar Loan" shall mean any Australian Dollar Loan
         made pursuant to Annex C hereto; collectively, the "Australian Dollar
         Loans".

                  "Australian Dollar Swing Line Lenders" shall have the meaning
         assigned to such term in Annex C hereto.

                  "Australian Dollar Swing Line Loans" shall have the meaning
         assigned to such term in Annex C hereto.

                  "Australian L/C Obligations" shall have the meaning assigned
         to such term in Annex C hereto.

                  "Australian Subsidiary Borrower" shall mean Scotts Australia
         Pty Ltd. or any other Foreign Subsidiary Borrower organized under the
         laws of the Commonwealth of Australia and designated as such by the
         Borrower in a notice to the Administrative Agent, which shall notify
         each Australian Lender thereof.

                  "Available Australian Commitment" shall mean, as to any Lender
         at any time, the amount equal to the excess, if any, of (a) such
         Lender's Australian Commitment over (b) the sum of such Lender's (i)
         ratable portion of the Aggregate Facility C Revolving Extensions of
         Credit and (ii) ratable portion of the Aggregate Australian Revolving
         Extensions of Credit. The Available Australian Commitment may be
         calculated as being negative at any time.

                  "Available Canadian Commitment" shall mean, as to any Lender
         at any time, the amount equal to the excess, if any, of (a) such
         Lender's Canadian Commitment over (b) the sum of such Lender's (i)
         ratable portion of the Aggregate Facility D Revolving Extensions of
         Credit and (ii) ratable portion of the Aggregate Canadian Revolving
         Extensions of Credit. The Available Canadian Commitment may be
         calculated as being negative at any time.

                  "Available Facility A Commitment" shall mean, as to any Lender
         at any time, the amount equal to the excess, if any, of (a) such
         Lender's Facility A Commitment over (b) such Lender's ratable portion
         of the Aggregate Facility A Revolving Extensions of Credit. The
         Available Facility A Commitment may be calculated as being negative at
         any time.

                  "Available Facility B Commitment" shall mean, as to any Lender
         at any time, the amount equal to the excess, if any, of (a) such
         Lender's Facility B Commitment over (b) the sum of such Lender's (i)
         ratable portion of the Aggregate Facility B Revolving Extensions of
         Credit and (ii) ratable portion of the Aggregate Sterling Revolving
         Extensions of Credit. The Available Facility B Commitment may be
         calculated as being negative at any time.

                  "Available Facility C Commitment" shall mean, as to any Lender
         at any time, the amount equal to the excess, if any, of (a) such
         Lender's Facility C Commitment over (b) the sum of such Lender's (i)
         ratable portion of the Aggregate Facility C Revolving Extensions of
         Credit and (ii) ratable portion of the Aggregate Australian Revolving
<PAGE>
                                                                               6

         Extensions of Credit. The Available Facility C Commitment may be
         calculated as being negative at any time.

                  "Available Facility D Commitment" shall mean, as to any Lender
         at any time, the amount equal to the excess, if any, of (a) such
         Lender's Facility D Commitment over (b) the sum of such Lender's (i)
         ratable portion of the Aggregate Facility D Revolving Extensions of
         Credit and (ii) ratable portion of the Aggregate Canadian Revolving
         Extensions of Credit. The Available Facility D Commitment may be
         calculated as being negative at any time.

                  "Available Sterling Commitment" shall mean, as to any Lender
         at any time, the amount equal to the excess, if any, of (a) such
         Lender's Sterling Commitment over (b) the sum of such Lender's (i)
         ratable portion of the Aggregate Facility B Revolving Extensions of
         Credit and (ii) ratable portion of the Aggregate Sterling Revolving
         Extensions of Credit. The Available Sterling Commitment may be
         calculated as being negative at any time.

                  "Average Senior Indebtedness" shall mean the average of the
         Senior Indebtedness of the Borrower at the end of each of the four most
         recent consecutive fiscal quarters.

                  "Average Total Indebtedness" shall mean the average of the
         Total Indebtedness of the Borrower at the end of each of the four most
         recent consecutive fiscal quarters.

                  "Borrowing Date" shall mean, as to any Lender, any Business
         Day specified in a notice transmitted pursuant to subsection 2.2, 2.5
         or 2.6 as a date on which such Lender has been requested by the
         Borrower or any Subsidiary Borrower to make Loans hereunder.

                  "Business Day" shall mean a day other than a Saturday, Sunday
         or other day on which commercial banks in New York City are authorized
         or required by law to close; provided, however, that when used to
         describe the date of any borrowing of, or any payment or interest rate
         determination in respect of a LIBOR Loan, the term "Business Day" shall
         also exclude any day on which (i) commercial banks are not open for
         dealings in deposits in the relevant currency in the London Interbank
         Market and in the financial center for such currency and (ii) in the
         case of Loans denominated in euros, the Trans-European Automated
         Real-time Gross Settlement Express Transfer payment system is not open
         for settlement of payments in euros.

                  "Canadian Commitments" shall have the meaning assigned to such
         term in Annex D hereto.

                  "Canadian Dollars" shall mean the lawful currency of Canada.

                  "Canadian Dollar Lender" shall mean each Lender that has a
         Canadian Commitment or that holds Canadian Dollar Loans; collectively,
         the "Canadian Dollar Lenders". Each Canadian Dollar Lender on the date
         hereof represents that it is an Eligible Canadian Bank.
<PAGE>
                                                                               7

                  "Canadian Dollar Loan" shall mean any Canadian Dollar Loan
         made pursuant to Annex D hereto; collectively, the "Canadian Dollar
         Loans".

                  "Canadian Dollar Swing Line Lenders" shall have the meaning
         assigned to such term in Annex D hereto.

                  "Canadian Dollar Swing Line Loans" shall have the meaning
         assigned to such term in Annex D hereto.

                  "Canadian L/C Obligations" shall have the meaning assigned to
         such term in Annex D hereto.

                  "Canadian Subsidiary Borrower" shall mean Scotts Canada Ltd.
         or any other Foreign Subsidiary Borrower organized under the laws of
         Canada and designated as such by the Borrower in a notice to the
         Administrative Agent, which shall notify each Canadian Lender thereof.

                  "Capital Expenditures" shall mean for any period, with respect
         to any Person, the aggregate of all expenditures by such Person and its
         Subsidiaries for the acquisition or leasing (pursuant to a capital
         lease) of fixed or capital assets or additions to equipment (including
         replacements, capitalized repairs and improvements during such period)
         that should be capitalized under GAAP on a consolidated balance sheet
         of such Person and its Subsidiaries.

                  "Capital Stock" shall mean any and all shares, interests,
         participations or other equivalents (however designated) of capital
         stock of a corporation, any and all equivalent ownership interests in a
         Person (other than a corporation) and any and all warrants or options
         to purchase any of the foregoing.

                  "Cash Equivalents" shall mean (a) securities with maturities
         of one year or less from the date of acquisition issued or fully
         guaranteed or insured by the United States Government or any agency
         thereof (b) certificates of deposit, eurodollar time deposits,
         overnight bank deposits, and bankers acceptances, each with maturities
         of one year or less from the date of the acquisition thereof, of any
         Lender or any other commercial bank having capital and surplus in
         excess of $300,000,000, and (c) commercial paper of the Lenders or any
         of their affiliates or of a domestic issuer rated at least A-1 by S & P
         or P-1 by Moody's.

                  "C/D Assessment Rate" shall mean, for any day as applied to
         any ABR Loan, the annual assessment rate in effect on such day which is
         payable by a member of the Bank Insurance Fund maintained by the
         Federal Deposit Insurance Corporation (the "FDIC") classified as
         well-capitalized and within supervisory subgroup "B" (or a comparable
         successor assessment risk classification) within the meaning of 12
         C.F.R. Section 327.3(d) (or any successor provision) to the FDIC (or
         any successor) for the FDIC's (or such successor's) insuring time
         deposits at offices of such institution in the United States.

                  "C/D Reserve Percentage" shall mean, for any day as applied to
         any ABR Loan, that percentage (expressed as a decimal) which is in
         effect on such day, as prescribed by
<PAGE>
                                                                               8

         the Board of Governors of the Federal Reserve System (or any successor)
         (the "Board"), for determining the maximum reserve requirement for a
         Depositary Institution (as defined in Regulation D of the Board) in
         respect of new non-personal time deposits in Dollars having a maturity
         of 30 days or more.

                  "Closing Date" shall mean the date upon which all of the
         conditions precedent to the effectiveness of this Agreement contained
         in subsection 5.1 are satisfied or waived by the Administrative Agent
         and each of the Lenders.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.

                  "Commitment" shall mean as to any Lender, the sum of the Term
         Commitment, and the Revolving Credit Commitment of such Lender.

                  "Commonly Controlled Entity" shall mean an entity, whether or
         not incorporated, which is under common control with the Borrower
         within the meaning of Section 4001 of ERISA.

                  "Confidential Information Memorandum" shall mean the
         confidential information memorandum distributed to the Lenders, dated
         September 2003.

                  "Consolidated Current Assets" shall mean, at any date, all
         amounts (other than cash and Cash Equivalents) that would, in
         conformity with GAAP, be set forth opposite the caption "total current
         assets" (or any like caption) on a consolidated balance sheet of the
         Borrower and its Subsidiaries at such date.

                  "Consolidated Current Liabilities" shall mean, at any date,
         all amounts that would, in conformity with GAAP, be set forth opposite
         the caption "total current liabilities" (or any like caption) on a
         consolidated balance sheet of the Borrower and its Subsidiaries at such
         date, but excluding (a) the current portion of any Funded Debt of the
         Borrower and its Subsidiaries and (b) without duplication of clause (a)
         above, all Indebtedness consisting of Revolving Credit Loans or Swing
         Line Loans to the extent otherwise included therein.

                  "Consolidated Interest Expense" shall mean, for any period of
         determination thereof, the interest expense of the Borrower and its
         Subsidiaries for such period, as determined in accordance with GAAP;
         provided that non-interest costs and expenses arising out of the
         Refinancing, including costs and expenses incurred in connection with
         the issuance of the Senior Subordinated Notes, the tender offer
         transaction for the repurchase of Existing Senior Subordinated Notes
         and any subsequent redemption of Existing Senior Subordinated Notes
         shall not be considered for the purpose of determining Consolidated
         Interest Expense for any period during the fiscal year of the Borrower
         ending September 30, 2004.

                  "Consolidated Net Income" shall mean, for any period of
         determination thereof, net income of the Borrower and its Subsidiaries
         for such period, as determined in accordance with GAAP.
<PAGE>
                                                                               9

                  "Consolidated Net Worth" shall mean, in respect of any Person
         at a particular date, all amounts which, in conformity with GAAP, would
         be included under the caption "total shareholders' equity" (or any like
         caption) on a consolidated balance sheet of such Person and its
         Subsidiaries at such date.

                  "Consolidated Total Assets" shall mean, at any date, all
         amounts that would, in conformity with GAAP, be set forth opposite the
         caption "total assets" (or any like caption) on a consolidated balance
         sheet of the Borrower and its Subsidiaries at such date.

                  "Consolidated Working Capital" shall mean, at any date, the
         excess of Consolidated Current Assets on such date over Consolidated
         Current Liabilities on such date.

                  "Contingent Obligation" shall mean as to any Person, the
         outstanding amount of letters of credit (other than the Letters of
         Credit) with respect to which such Person is the account party that
         have not been drawn upon and any obligation of such Person guaranteeing
         or in effect guaranteeing any Indebtedness, leases, dividends or other
         obligations primarily to pay money ("primary obligations") of any other
         Person (the "primary obligor") in any manner, whether directly or
         indirectly, including, without limitation, any obligation of such
         Person, whether or not contingent, (a) to purchase any such primary
         obligation or any property constituting direct or indirect security
         therefor, (b) to advance or supply funds (i) for the purchase or
         payment of any such primary obligation or (ii) to maintain working
         capital or equity capital of the primary obligor or otherwise to
         maintain the net worth or solvency of the primary obligor, (c) to
         purchase property, securities or services primarily for the purpose of
         assuring the obligee under any such primary obligation of the ability
         of the primary obligor to make payment of such primary obligation or
         (d) otherwise to assure or hold harmless the obligee under such primary
         obligation against loss in respect thereof; provided, however, that the
         term Contingent Obligation shall not include endorsements of
         instruments for deposit or collection in the ordinary course of
         business.

                  "Contractual Obligation" shall mean, as to any Person, any
         material provision of any material security issued by such Person or of
         any material agreement, instrument or undertaking to which such Person
         is a party or by which it or any of its property is bound.

                  "Control Group" shall mean Horace Hagedorn, the Hagedorn
         Partnership, the general partners of the Hagedorn Partnership and, in
         the case of such individuals, their respective executors,
         administrators and heirs and their families and trusts for their
         benefit.

                  "Default" shall mean any of the events specified in Section 8,
         whether or not any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.
<PAGE>
                                                                              10

                  "Disposition" shall mean with respect to any property, any
         sale, lease, sale and leaseback, assignment, conveyance, transfer or
         other disposition thereof. The terms "Dispose" and "Disposed of" shall
         have correlative meanings.

                  "Dollar Equivalent" shall mean, on any Business Day with
         respect to any amount denominated in euros or any other currency, the
         amount of Dollars that would be required to purchase such amount of
         euros or such other currency, as the case may be, based upon the spot
         selling rate at which JPMCB London offers to sell each for Dollars in
         the London foreign exchange market at approximately 11:00 a.m. London
         time on such Business Day for delivery two Business Days later.

                  "Dollars", "$" and "U.S.$" shall mean dollars in lawful
         currency of the United States of America.

                  "Domestic Subsidiary" shall mean any Subsidiary incorporated
         under the laws of the United States or any political subdivision
         thereof.

                  "Domestic Subsidiary Borrower" shall mean any Domestic
         Subsidiary which (a) is a Subsidiary Borrower hereunder on the Closing
         Date or (b) which is designated by the Borrower to be a Subsidiary
         Borrower pursuant to subsection 10.1(b).

                  "EBITDA" shall mean without duplication, for any fiscal
         period, the sum of the amounts for such fiscal period of (i)
         Consolidated Net Income, (ii) provision for taxes based on income,
         (iii) depreciation expense, (iv) Consolidated Interest Expense, (v)
         amortization expense and (vi) other non-recurring, non-cash items
         reducing Consolidated Net Income (reduced by any non-recurring,
         non-cash items increasing Consolidated Net Income), all as determined
         on a consolidated basis for the Borrower and its Subsidiaries in
         conformity with GAAP.

                  "ECF Percentage" shall mean 50%; provided, that, with respect
         to any fiscal year of the Borrower, the ECF Percentage shall be reduced
         to 0% if the Leverage Ratio as of the last day of such fiscal year is
         not greater than 3.0 to 1.0.

                  "Effective Interbank Rate" shall have the meaning specified in
         subsection 2.18(e).

                  "Eligible Australian Bank" shall mean (a) a resident of
         Australia which does not make Australian Dollar Loans as part of
         carrying on business outside of Australia at or through a permanent
         establishment outside of Australia; or (b) a non-resident of Australia
         which makes Swing Line Loans or Revolving Credit Loans as part of
         carrying on business in Australia at or through a permanent
         establishment of the non-resident in Australia. In this definition,
         words and expressions used shall have the meaning ascribed to them for
         the purposes of S. 128B of the Australian Income Tax Assessment Act of
         1936.

                  "Eligible Canadian Bank" shall mean (a) those banks listed on
         Schedules I, II or III to the Bank Act (Canada), (b) any (i) trust
         company, savings bank, savings and loan association or similar
         financial institution, or (ii) insurance company engaged in the
         business of writing insurance which, in either case (A) has total
         assets of
<PAGE>
                                                                              11

         $10,000,000,000 or more, (B) is engaged in the business of lending
         money and extending credit under credit facilities substantially
         similar to those extended under this Agreement, (C) is operationally
         and procedurally able to meet the obligations of a Lender hereunder to
         the same degree as a commercial bank, and (c) any other financial
         institution (including a mutual fund or other fund) having total assets
         of $10,000,000,000 or more which meets the requirements set forth in
         subclauses (B) and (C) of clause (b) above; provided that each Eligible
         Canadian Bank must be organized under the laws of either Canada or a
         political subdivision thereof or, if not, it must (i) act hereunder
         through a branch, agency or funding office located in Canada and (ii)
         be exempt from withholding of tax on interest payments.

                  "Eligible U.K. Bank" shall mean a Person that is both (i) a
         bank as defined in Section 840A of the United Kingdom Income and
         Corporation Taxes Act 1988, and (ii) a Person within the charge to
         United Kingdom corporation tax (i.e., a United Kingdom resident company
         or a non-resident company which is carrying on a trade in the United
         Kingdom through a branch or agency to which the beneficial interest in
         interest accrued under Loans made to the Borrower or a Subsidiary
         Borrower is attributable and which is not entitled to exemption from
         tax in respect of that interest).

                  "Environmental Laws" shall mean any and all foreign, Federal,
         state, local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or requirements of law (including common law) regulating, relating to
         or imposing liability or standards of conduct concerning protection of
         human health or the environment, as now or may at any time hereafter be
         in effect.

                  "ERISA" shall mean the Employee Retirement Income Security Act
         of 1974, as amended from time to time.

                  "euro" and "E" shall mean the single currency of Participating
         Member States.

                  "Event of Default" shall mean any of the events specified in
         Section 8, provided that any requirement for the giving of notice, the
         lapse of time, or both, or any other condition, has been satisfied.

                  "Excess Cash Flow" shall mean for any fiscal year of the
         Borrower, the excess, if any, of (a) the sum, without duplication, of
         (i) Consolidated Net Income for such fiscal year, (ii) an amount equal
         to the amount of all non-cash charges (including depreciation and
         amortization) deducted in arriving at such Consolidated Net Income,
         (iii) decreases in Consolidated Working Capital for such fiscal year,
         and (iv) an amount equal to the aggregate net non-cash loss on the
         Disposition of property by the Borrower and its Subsidiaries during
         such fiscal year (other than sales of inventory in the ordinary course
         of business), to the extent deducted in arriving at such Consolidated
         Net Income over (b) the sum, without duplication, of (i) an amount
         equal to the amount of all non-cash credits included in arriving at
         such Consolidated Net Income, (ii) the aggregate amount actually paid
         by the Borrower and its Subsidiaries in cash during such fiscal year on
         account of Capital Expenditures (excluding the principal amount of
         Indebtedness incurred in
<PAGE>
                                                                              12

         connection with such expenditures and any such expenditures financed
         with the proceeds of any Reinvestment Deferred Amount), (iii) the
         aggregate amount of all prepayments of Revolving Loans and Swing Line
         Loans during such fiscal year to the extent accompanying permanent
         optional reductions of the Revolving Commitments and all optional
         prepayments of the Term Loans during such fiscal year, (iv) the
         aggregate amount of all regularly scheduled principal payments of
         Funded Debt (including the Term Loans) of the Borrower and its
         Subsidiaries made during such fiscal year (other than in respect of any
         revolving credit facility to the extent there is not an equivalent
         permanent reduction in commitments thereunder), (v) increases in
         Consolidated Working Capital for such fiscal year, (vi) an amount equal
         to the aggregate net non-cash gain on the Disposition of property by
         the Borrower and its Subsidiaries during such fiscal year (other than
         sales of inventory in the ordinary course of business), to the extent
         included in arriving at such Consolidated Net Income, (vii) amounts
         expended in respect of Permitted Acquisitions (excluding the amount of
         any indebtedness assumed, acquired or incurred in connection with such
         Permitted Acquisition and included in the acquisition consideration),
         (viii) the amount of dividends actually paid in cash in respect of any
         Capital Stock (including any preferred stock) of the Borrower in
         accordance with subsection 7.15 to the extent not deducted from
         revenues in determining Consolidated Net Income for such fiscal year
         and (ix) the amount of cash actually paid to repurchase Capital Stock
         of the Borrower.

                  "Excess Cash Flow Application Date" as defined in subsection
         2.12(e).

                  "Excluded Foreign Subsidiary" shall mean any Foreign
         Subsidiary a guarantee from which, a pledge of the assets of which, or
         the pledge of 66 2/3% or more of the Capital Stock of which under the
         applicable Guarantee and Collateral Agreement would have adverse tax
         consequences on the Borrower, any of its Subsidiaries or such Foreign
         Subsidiary or would reasonably be deemed an unlawful act of such
         Foreign Subsidiary or any of its officers or directors under the laws
         of the applicable foreign jurisdiction.

                  "Existing Credit Agreement" shall mean the Amended and
         Restated Credit Agreement dated as of December 5, 2000, as amended,
         among the Borrower, the Subsidiary Borrowers, the several banks and
         other financial institutions parties thereto and JPMCB, as
         administrative agent.

                  "Existing Senior Subordinated Note Indenture" shall mean the
         Indenture dated as of January 21, 1999 between the Borrower, the
         guarantors named therein and State Street Bank and Trust Company, the
         predecessor trustee to U.S. Bank National Association, as Trustee, as
         supplemented by the Supplemental Indenture dated as of February 6,
         2002, as the same may be amended, supplemented, waived or otherwise
         modified from time to time.

                  "Existing Senior Subordinated Notes" shall mean the 8.625%
         senior subordinated notes of the Borrower issued in the aggregate
         principal amount of $400,000,000 pursuant to the Existing Subordinated
         Note Indenture, as the same may be replaced or refinanced in accordance
         with the terms of this Agreement.
<PAGE>
                                                                              13

                  "Extension of Credit" shall mean (i) all Loans or advances
         made to the Borrower and the Subsidiary Borrowers hereunder and (ii)
         all Letters of Credit issued for the account of the Borrower and the
         Subsidiary Borrowers and any unreimbursed drawings hereunder.

                  "Facility" shall mean the Term Commitments and the Term Loans
         made thereunder (the "Term Facility") and each Revolving Facility.

                  "Facility A Commitment" shall mean, as to each Facility A
         Lender, the obligation of such Lender, if any, to make Facility A Loans
         and participate in Swing Line Loans or Letters of Credit made under the
         Facility A Commitments in an aggregate principal and/or face amount not
         to exceed the amount set forth under the heading "Facility A
         Commitment" opposite such Facility A Lender's name on Schedule 1 or in
         the Assignment and Acceptance pursuant to which such Facility A Lender
         became a party hereto, as the same may be changed from time to time
         pursuant to the terms hereof. The original amount of the Facility A
         Commitments is $450,000,000.

                  "Facility A Lenders" shall mean each Lender that has a
         Facility A Commitment or that holds Facility A Loans; collectively, the
         "Facility A Lenders".

                  "Facility A Loan" shall mean any Loan made under the Facility
         A Commitments pursuant to subsection 2.4; collectively, the "Facility A
         Loans".

                  "Facility B Commitment" shall mean, as to each Facility B
         Lender, the obligation of such Lender, if any, to make Facility B Loans
         and participate in Swing Line Loans and Letters of Credit issued under
         the Facility B Commitments in an aggregate principal and/or face amount
         not to exceed the amount set forth under the heading "Facility B
         Commitment" opposite such Facility B Lender's name on Schedule 1 or in
         the Assignment and Acceptance pursuant to which such Facility B Lender
         became a party hereto, as the same may be changed from time to time
         pursuant to the terms hereof. The original amount of the Facility B
         Commitments is $200,000,000.

                  "Facility B Lender" shall mean each Lender that has a Facility
         B Commitment or that holds Facility B Loans; collectively, the
         "Facility B Lenders".

                  "Facility B Loan" shall mean any Loan made under the Facility
         B Commitments pursuant to subsection 2.4; collectively, the "Facility B
         Loans".

                  "Facility C Commitment" shall mean, as to each Facility C
         Lender, the obligation of such Lender, if any, to make Facility C Loans
         and participate in Swing Line Loans and Letters of Credit issued under
         the Facility C Commitments in an aggregate principal and/or face amount
         not to exceed the amount set forth under the heading "Facility C
         Commitment" opposite such Facility C Lender's name on Schedule 1 or in
         the Assignment and Acceptance pursuant to which such Lender became a
         party hereto, as the same may be changed from time to time pursuant to
         the terms hereof. The original amount of the Facility C Commitments is
         $25,000,000.
<PAGE>
                                                                              14

                  "Facility C Lender" shall mean each Lender that has a Facility
         C Commitment or that holds Facility C Loans; collectively, the
         "Facility C Lenders".

                  "Facility C Loan" shall mean any Loan made under the Facility
         C Commitments pursuant to subsection 2.4; collectively, the "Facility C
         Loans".

                  "Facility D Commitment" shall mean, as to each Facility D
         Lender, the obligation of such Lender, if any, to make Facility D Loans
         and participate in Swing Line Loans and Letters of Credit issued under
         the Facility D Commitments in an aggregate principal and/or face amount
         not to exceed the amount set forth under the heading "Facility D
         Commitment" opposite such Facility D Lender's name on Schedule 1 or in
         the Assignment and Acceptance pursuant to which such Lender became a
         party hereto, as the same may be changed from time to time pursuant to
         the terms hereof. The original amount of the Facility D Commitments is
         $25,000,000.

                  "Facility D Lender" shall mean each Lender that has a Facility
         D Commitment or that holds Facility D Loans; collectively, the
         "Facility D Lenders".

                  "Facility D Loan" shall mean any Loan made under the Facility
         D Commitments pursuant to subsection 2.4; collectively, the "Facility D
         Loans".

                  "Facility Fee Rate" shall mean the rate per annum set forth
         under the relevant column heading in the Pricing Grid.

                  "Fee Letter" shall mean the letter, dated as of September 5,
         2003, from the JMPCB and JPMSI to the Borrower.

                  Foreign Cash Equivalents" shall mean (a) securities with
         maturities of one year or less issued in the currency applicable in any
         country in which a Foreign Subsidiary operates which are issued or
         fully guaranteed or insured by the government of such country of any
         agency thereof and (b) commercial paper of an issuer in any country in
         which a Foreign Subsidiary operates with a rating equivalent to at
         least A-1 by S & P or P-1 by Moody's.

                  "Foreign Subsidiary" shall mean any Subsidiary of the Borrower
         which is organized under the laws of any jurisdiction outside of the
         United States of America.

                  "Foreign Subsidiary Borrower" shall mean any Sterling
         Subsidiary Borrower, Australian Subsidiary Borrower or Canadian
         Subsidiary Borrower (a) which is a Subsidiary Borrower hereunder on the
         Closing Date or (b) which is designated by the Borrower pursuant to
         subsection 10.1(b).

                  "Funded Debt" shall mean, as to any Person, all Indebtedness
         of such Person that matures more than one year from the date of its
         creation or matures within one year from such date but is renewable or
         extendible, at the option of such Person, to a date more than one year
         from such date or arises under a revolving credit or similar agreement
         that obligates the lender or lenders to extend credit during a period
         of more than one year from such date, including all current maturities
         and current sinking fund payments in
<PAGE>
                                                                              15

         respect of such Indebtedness whether or not required to be paid within
         one year from the date of its creation and, in the case of the Borrower
         and the Subsidiary Borrowers, Indebtedness in respect of the Loans.

                  "GAAP" shall mean generally accepted accounting principles in
         the United States of America as in effect from time to time; provided,
         however, that if any modifications in GAAP after the Closing Date
         change any calculation of any financial covenants under this Agreement,
         the Administrative Agent and the Lenders agree to amend this Agreement
         to the effect that each such financial covenant is no more restrictive
         than such covenant was prior to such modification in GAAP (and until
         such agreement, such covenants shall be calculated in accordance with
         GAAP before such modification).

                  "Governmental Authority" shall mean any nation or government,
         any state or other political subdivision thereof and any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government (including the
         National Association of Insurance Commissioners).

                  "Guarantee and Collateral Agreement" shall mean any of (a) the
         Borrower and Domestic Subsidiary Guarantee and Collateral Agreement
         dated as of December 4, 1998 among the Borrower, the Domestic
         Subsidiary Borrowers, certain other Domestic Subsidiaries of the
         Borrower and the Administrative Agent, for the benefit of the Lenders,
         as amended, supplemented or otherwise modified from time to time, (b)
         the collateral security documents by the Foreign Subsidiary Borrowers
         and certain other Foreign Subsidiaries of the Borrower in form and
         substance reasonably satisfactory to the Administrative Agent, as
         amended, supplemented or otherwise modified from time to time and (c)
         the other guarantees and collateral security documents in respect of
         the obligations of the Borrower and the Subsidiary Borrowers hereunder
         executed and delivered by Holdco, the Borrower or any of its
         Subsidiaries from time to time.

                  "Hedging Agreements" shall mean any interest rate protection
         agreement, interest rate future, interest rate option, interest rate
         swap, interest rate cap, interest rate exchange (from fixed to floating
         rates, from one floating rate to another floating rate or otherwise) or
         other interest rate hedge or arrangement under which the Borrower is a
         party or a beneficiary and (b) any agreement or arrangement designed to
         limit or eliminate the risk and/or exposure of the Borrower to
         fluctuations in currency exchange rates or in commodity prices.

                  "Hedging Lender" shall mean any Lender or affiliate thereof
         which from time to time enters into a Hedging Agreement with the
         Borrower.

                  "Holdco" shall have the meaning set forth in subsection
         7.3(d).

                  "Hostile Take-Over Bid" shall mean an offer to purchase a
         controlling interest in any Person by the Borrower or any of its
         Subsidiaries or in which the Borrower or any of its Subsidiaries is
         involved, in respect of which the board of directors (or equivalent
         governing body for such entity) of the target entity has recommended
         against acceptance
<PAGE>
                                                                              16

         of such offer to the target entity's shareholders or equity holders or
         which is similarly opposed or contested.

                  "Indebtedness" shall mean, as to any Person, at a particular
         time, (a) indebtedness of such Person for borrowed money or for the
         deferred purchase price of property or services (including, without
         limitation, any such indebtedness which is non-recourse to the credit
         of such Person but is secured by assets of such Person, but excluding
         current amounts payable incurred in the ordinary course of business),
         (b) obligations of such Person under leases which shall have been or
         should be, in accordance with GAAP, recorded as capitalized leases, (c)
         indebtedness of such Person arising under acceptance facilities, (d)
         indebtedness of such Person arising under unpaid reimbursement
         obligations in respect of all drafts drawn under letters of credit
         issued for the account of such Person, (e) the incurrence of withdrawal
         liability under Title IV of ERISA by such Person or a Commonly
         Controlled Entity to a Multi-employer Plan, (f) liabilities arising
         under Hedging Agreements of such Person and (g) indebtedness of such
         Person under any synthetic lease.

                  "Insolvency" shall mean, with respect to any Multi-employer
         Plan, the condition that such Plan is insolvent within the meaning of
         such term as used in Section 4245 of ERISA.

                  "Interest Payment Date" shall mean (a) as to any ABR Loan, the
         last day of each March, June, September and December, commencing on the
         first of such days to occur after such ABR Loan is made or any LIBOR
         Loan is converted to such ABR Loan, (b) as to any LIBOR Loan in respect
         of which the Borrower or applicable Subsidiary Borrower has selected an
         Interest Period of one month, two months or three months, the last day
         of such Interest Period and (c) as to any LIBOR Loan in respect of
         which the Borrower or applicable Subsidiary Borrower has selected a
         longer Interest Period than the periods described in preceding clause
         (b), the day three months after the commencement of such Interest
         Period and the last day of such Interest Period.

                  "Interest Period" shall mean with respect to any LIBOR Loan,
         (i) initially, the period commencing on, as the case may be, the
         borrowing or conversion date with respect to a LIBOR Loan, and ending
         one, two, three or six months thereafter, as selected by the Borrower
         or applicable Subsidiary Borrower, as the case may be, in its
         irrevocable written notice of borrowing as provided in subsection 2.2
         and, in the case of LIBOR Loans, 2.5 or 2.6 or, in the case of LIBOR
         Loans, its written irrevocable notice of conversion as provided in
         subsection 2.14 and (ii) thereafter, each period commencing on the last
         day of the next preceding Interest Period applicable to such LIBOR Loan
         and ending one, two, three or six months thereafter, as selected by the
         Borrower or applicable Subsidiary Borrower by irrevocable written
         notice to the Administrative Agent not less than three Business Days
         prior to the last day of the then current Interest Period with respect
         to such Loan; provided that all of the foregoing provisions relating to
         Interest Periods are subject to the following:

                           (A) if any Interest Period pertaining to a LIBOR Loan
                  would otherwise end on a day which is not a Business Day, that
                  Interest Period shall be extended to
<PAGE>
                                                                              17

                  the next succeeding Business Day unless the result of such
                  extension would be to carry such Interest Period into another
                  calendar month in which event such Interest Period shall end
                  on the next preceding Business Day;

                           (B) (1) if the Borrower or applicable Subsidiary
                  Borrower shall fail to give notice as provided in clauses (i)
                  and (ii) in this definition with respect to a LIBOR Loan
                  denominated in Dollars, the Borrower or applicable Subsidiary
                  Borrower shall be deemed to have requested conversion of the
                  affected LIBOR Loan to an ABR Loan on the last day of the then
                  current Interest Period with respect thereto; and (2) if the
                  Borrower or applicable Subsidiary Borrower shall fail to give
                  notice as provided in clauses(i) and (ii) in this definition
                  with respect to a Loan denominated in a currency other than
                  Dollars, the Borrower or applicable Subsidiary Borrower shall
                  be deemed to have requested a continuation of the affected
                  Loan for a period commencing on the last day of the next
                  preceding Interest Period applicable to such Loan and ending
                  one month thereafter;

                           (C) any Interest Period that would otherwise extend
                  beyond the applicable Termination Date shall end on the
                  applicable Termination Date; and

                           (D) any Interest Period pertaining to a LIBOR Loan
                  that begins on the last Business Day of a calendar month (or
                  on day for which there is no numerically corresponding day in
                  the calendar month at the end of such Interest Period) shall
                  end on the last Business Day of a calendar month.

                  "International Standby Practices" shall mean the International
         Standby Practices, International Chamber of Commerce Publication No.
         ISP98, as the same may be effectively replaced in whole or in part or
         amended from time to time.

                  "Issuing Lender" shall mean, in respect of any Letter of
         Credit, JPMCB or, at the option of JPMCB, any affiliate of JPMCB, or
         with the consent of the Borrower and the Administrative Agent, any
         other Lender, in each case in its capacity as the issuer of such Letter
         of Credit.

                  "JPMCB" shall have the meaning assigned to such term in the
         preamble hereto.

                  " JPMSI" shall mean J.P. Morgan Securities Inc.

                  "L/C Commitment" shall mean the amount of $65,000,000.

                  "L/C Obligations" shall mean, at any time, an amount equal to
         the sum of (a) the aggregate then undrawn and unexpired amount of the
         then outstanding Letters of Credit and (b) the aggregate amount of
         drawings under Letters of Credit which have not then been reimbursed
         pursuant to Section 3.

                  "L/C Participants" shall mean, with respect to any Revolving
         Facility under which a Letter of Credit is issued, the collective
         reference to all the Revolving Credit Lenders under such Revolving
         Facility other than the Issuing Lender.
<PAGE>
                                                                              18

                  "Lending Installation" shall mean, with respect to a Lender,
         the office, branch, subsidiary or affiliate of such Lender listed on
         the signature pages hereof or on a Schedule or otherwise selected by
         such Lender pursuant to subsection 2.25.

                  "Letter of Credit" shall mean any Standby L/C or Trade L/C.

                  "Lenders" shall have the meaning assigned to such term in the
         preamble hereto. As the context shall require, a Lender shall include
         any of its affiliates that is a Sterling Lender, an Australian Dollar
         Lender, or a Canadian Dollar Lender.

                  "Leverage Ratio" shall mean, as at the last day of any fiscal
         quarter of the Borrower, the ratio of (i) Average Total Indebtedness of
         the Borrower and its Subsidiaries on such day to (ii) EBITDA for the
         four consecutive fiscal quarters ending on such day; provided any
         calculation of the above ratio following any acquisition made during
         the twelve-month period covered by such calculation, by purchase or
         otherwise, of all or substantially all of the business or assets of,
         any Person or of any line of business of any Person shall be determined
         on a pro forma basis without duplication, including (y) in Average
         Total Indebtedness and in the amount of preferred stock accruals, an
         annualization of the actual indebtedness or preferred stock accruals
         relating to such acquisition for the portion of such twelve-month
         period prior to the date of such acquisition (or, if such acquisition
         occurred on the last day of a fiscal quarter, an annualization estimate
         of the daily indebtedness or preferred stock accruals relating to such
         acquisition based on the indebtedness incurred and based on the current
         Interest Rates for such indebtedness or preferred stock issued on such
         date) and (z) in EBITDA the EBITDA of the acquired Person for any
         portion of such twelve-month period prior to such acquisition.

                  "LIBOR Base Rate" shall mean, with respect to any LIBOR Loan
         in Dollars, euros or any Optional Currency for any Interest Period
         therefor:

                           (a) the rate per annum (rounded to the nearest 1/16
                  of 1%) appearing on the Screen for such currency as the London
                  Interbank Offered Rate for deposits in such currency at
                  approximately 11:00 a.m. London time (or as soon thereafter as
                  practicable) on (in the case of any LIBOR Loan in Sterling),
                  or two Business Days prior to (in the case of any LIBOR Loan
                  in Dollars, euros or any other Optional Currency), the first
                  day of such Interest Period as the London Interbank Offered
                  Rate for such currency having a term comparable to such
                  Interest Period and in an amount of U.S.$1,000,000 or the
                  Non-Dollar Currency Equivalent thereof; or

                           (b) if such rate does not appear on the Screen (or,
                  if the Screen shall cease to be publicly available or if the
                  information contained on the Screen, in the Administrative
                  Agent's reasonable judgment, shall cease accurately to reflect
                  such LIBOR Base Rate, as reported by any publicly available
                  source of similar market data selected by the Administrative
                  Agent that, in the Administrative Agent's reasonable judgment,
                  accurately reflects such LIBOR Base Rate), the LIBOR Base Rate
                  shall mean, with respect to any LIBOR Loan for any Interest
<PAGE>
                                                                              19

                  Period, the arithmetic mean, as determined by the
                  Administrative Agent, of the rate per annum (rounded to the
                  nearest 1/16 of 1%) quoted by each relevant Reference Lender
                  at approximately 11:00 a.m. London time (or as soon thereafter
                  as practicable) on (in the case of any LIBOR Loan in
                  Sterling), or two Business Days prior to (in the case of any
                  LIBOR Loan in Dollars, euros or any other Optional Currency),
                  the first day of the Interest Period for such Loan for the
                  offering by such Reference Lender to leading banks in the
                  London interbank market of deposits in such currency having a
                  term comparable to such Interest Period and in an amount
                  comparable to the principal amount of the LIBOR Loan to be
                  made by such Reference Lender (or its relevant applicable
                  Lending Installation, as the case may be) for such Interest
                  Period.

                  "LIBOR Loans" shall mean the Loans hereunder at such time as
         they are made and/or being maintained at a rate of interest based upon
         the applicable LIBOR Rate.

                  "LIBOR Rate" shall mean (a) with respect to a LIBOR Loan
         denominated in Dollars, euros or any Optional Currency for each day
         during each Interest Period pertaining thereto, the rate per annum
         equal to the LIBOR Base Rate or, to the extent such reserve
         requirements are generally applicable with respect to loans to the
         relevant Borrower or Subsidiary Borrower, the quotient (rounded upward
         to the nearest 1/100 of 1%) of (A) the LIBOR Base Rate, divided by (B)
         a number equal to 1.00 minus the aggregate of the rates (expressed as a
         decimal fraction) of reserve requirements current on such day
         (including, without limitation, basic, supplemental, marginal and
         emergency reserves under any regulations of the Board of Governors of
         the Federal Reserve System or other Governmental Authority having
         jurisdiction with respect thereto), as now and from time to time
         hereafter in effect, dealing with reserve requirements prescribed for
         eurocurrency funding (currently referred to as "Eurocurrency
         liabilities" in Regulation D of such Board) maintained by a member of
         such System or (b) to the extent applicable with respect to a LIBOR
         Loan denominated in Sterling for each day during each Interest Period
         pertaining thereto, the sum of the LIBOR Base Rate plus, to the extent
         generally applicable to loans to the relevant Borrower or Subsidiary
         Borrower, the Financial Services Authority charges for such day.

                  "Lien" shall mean any mortgage, deed of trust, pledge,
         hypothecation, assignment, deposit arrangement, charge, encumbrance,
         lien (statutory or other), or preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement, any financing lease having substantially the same
         economic effect as any of the foregoing, and the authorized filing by
         or against a Person of any financing statement as debtor under the
         Uniform Commercial Code or comparable law of any jurisdiction).

                  "Loan" shall mean any Revolving Credit Loan, Swing Line Loan
         and/or Term Loan, as the context shall require; collectively, the
         "Loans".

                  "Loan Parties" shall mean the Borrower, each Subsidiary
         Borrower and each other Subsidiary of the Borrower which is a party to
         any Loan Document.
<PAGE>
                                                                              20

                  "Loan Documents" shall mean, collectively, this Agreement, any
         Notes, the Applications, the Letters of Credit and the Security
         Documents.

                  "Majority Facility Lenders" shall mean, (i) with respect to
         the Term Facility, at any time, the holders of more than 50% of the
         aggregate unpaid principal amount of the Term Loans then outstanding
         and (ii) with respect to the Revolving Facilities in the aggregate as a
         single class, the holders of more than 50% of the Total Revolving
         Credit Commitments then in effect or, if the Revolving Credit
         Commitments have been terminated, the Aggregate Revolving Extensions of
         Credit then outstanding.

                  "Majority Revolving Facility Lenders" shall mean the Majority
         Facility Lenders in respect of the Revolving Facilities.

                  "Material Adverse Effect" shall mean a material adverse effect
         on (a) the business, operations, property, financial condition or
         prospects of the Borrower and its Subsidiaries taken as a whole, (b)
         the Refinancing transactions taken as a whole or (c) the validity or
         enforceability of any material term of this or any of the other Loan
         Documents or the rights or remedies of the Administrative Agent or the
         Lenders hereunder or thereunder.

                  "Material Environmental Amount" shall mean (a) an amount
         payable by the Borrower or any of its Subsidiaries for investigative
         and remedial costs, compliance costs, compensatory damages, natural
         resource damages, punitive damages, fines, and penalties, in the
         aggregate, that exceeds $10,000,000 (net of insurance), or (b) any
         other impact on the Borrower or any of its Subsidiaries arising out of
         any of the Environmental Laws which, in the aggregate, could reasonably
         be anticipated to exceed $10,000,000 (net of insurance).

                  "Material Subsidiary" shall mean at any time (a) any
         Subsidiary Borrower, (b) any Subsidiary of the Borrower created or
         acquired after the Closing Date which has a Total Capitalization of
         more than $20,000,000, (c) any Subsidiary of the Borrower with assets
         greater than or equal to 5% of all assets of the Borrower and its
         Subsidiaries, computed and consolidated in accordance with GAAP
         ("Consolidated Assets"), (d) any Subsidiary with revenues greater than
         or equal to 5% of the revenues of the Borrower and its Subsidiaries,
         computed and consolidated in accordance with GAAP ("Net Revenues") or
         (e) any Subsidiary designated in writing by the Borrower as a Material
         Subsidiary, which designation shall be irrevocable; provided that if at
         any time (i) the aggregate Total Capitalization of all Subsidiaries
         that are not Material Subsidiaries shall exceed 10% of the Total
         Capitalization of the Borrower and its Subsidiaries, computed and
         consolidated in accordance with GAAP, (ii) the aggregate assets of all
         Subsidiaries that are not Material Subsidiaries shall exceed 10% of
         Consolidated Assets or (iii) the aggregate revenues of all Subsidiaries
         that are not Material Subsidiaries shall exceed 10% of Net Revenues,
         then, in any such case, the term Material Subsidiary shall be deemed to
         include such Subsidiaries (as determined pursuant to the next following
         sentence) of the Borrower as may be required so that none of preceding
         clauses (i), (ii) or (iii) shall continue to be true . For purposes of
         the proviso to the next preceding sentence, the Subsidiaries which
         shall be deemed to be Material Subsidiaries shall be determined based
<PAGE>
                                                                              21

         on the percentage that the assets of each such Subsidiary are of
         Consolidated Assets, with the Subsidiary with the highest such
         percentage being selected first, and each other Subsidiary required to
         satisfy the requirements set forth in such proviso being selected in
         descending order of such respective percentages.

                  "Materials of Environmental Concern" shall mean any gasoline
         or petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls, and
         urea-formaldehyde insulation; and any other substance that could give
         rise to liability under any Environmental Law.

                  "Minimum Interest Coverage" shall mean for each fiscal quarter
         of the Borrower the ratio of (a) the sum of EBITDA as of the end of
         such fiscal quarter for the preceding twelve months to (b) the
         Consolidated Interest Expense as of the end of such fiscal quarter for
         the preceding twelve months.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Mortgaged Properties" shall mean the real properties listed
         on Schedule 1.1B, as to which the Administrative Agent for the benefit
         of the Lenders shall be granted a Lien pursuant to the Mortgages.

                  "Mortgages" shall mean each of the mortgages and deeds of
         trust made by any Loan Party in favor of, or for the benefit of, the
         Administrative Agent for the benefit of the Lenders, substantially in
         the form of Exhibit B (with such changes thereto as shall be advisable
         under the law of the jurisdiction in which such mortgage or deed of
         trust is to be recorded), including any mortgages granted under the
         Existing Credit Agreement with appropriate amendments thereto, as the
         same may be amended, supplemented or otherwise modified from time to
         time.

                  "Multi-employer Plan" shall mean a Plan which is a
         multi-employer plan as defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds" shall mean (a) in connection with any
         Asset Sale or any Recovery Event, the proceeds thereof in the form of
         cash and Cash Equivalents (including any such proceeds received by way
         of deferred payment of principal pursuant to a note or installment
         receivable or purchase price adjustment receivable or otherwise, but
         only as and when received) of such Asset Sale or Recovery Event, net of
         attorneys' fees, accountants' fees, investment banking fees, amounts
         required to be applied to the repayment of Indebtedness secured by a
         Lien expressly permitted hereunder on any asset that is the subject of
         such Asset Sale or Recovery Event (other than any Lien pursuant to a
         Security Document) and other customary fees and expenses actually
         incurred in connection therewith and net of taxes paid or reasonably
         estimated to be payable as a result thereof (after taking into account
         any available tax credits or deductions and any tax sharing
         arrangements) and (b) in connection with any issuance or sale of equity
         securities or debt securities or instruments or the incurrence of
         loans, the cash proceeds
<PAGE>
                                                                              22

         received from such issuance or incurrence, net of attorneys' fees,
         investment banking fees, accountants' fees, underwriting discounts and
         commissions and other customary fees and expenses actually incurred in
         connection therewith.

                  "New Lender Supplement" shall have the meaning set forth in
         subsection 2.27(a).

                  "New Revolving Credit Lender" shall have the meaning set forth
         in subsection 2.27(a).

                  "Non-Dollar Currency Equivalent" shall mean, on any Business
         Day with respect to any amount in Dollars, the amount of euros or the
         relevant Optional Currency that could be purchased with such amount of
         Dollars using the foreign exchange rate for such Business Day specified
         in the definition of "Dollar Equivalent".

                  "Non-Excluded Taxes" shall have the meaning set forth in
         subsection 2.22.

                  "Note": shall mean any promissory note evidencing Loans.

                  "Obligations" shall mean the unpaid principal of and interest
         on (including, without limitation, interest accruing after the maturity
         of the Loans and interest thereon accruing after the filing of any
         petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to the Borrower or any
         Subsidiary Borrower, whether or not a claim for post-filing or
         post-petition interest is allowed in such proceeding) and all other
         obligations and liabilities (including all obligations in respect of
         overdrafts and related liabilities owed to any Lender or affiliate of a
         Lender or the Administrative Agent arising from treasury, depositary
         and cash management services or in connection with any automated
         clearinghouse transfer of funds) of the Borrower or any Subsidiary
         Borrower to the Administrative Agent or the Lenders, whether direct or
         indirect, absolute or contingent, due or to become due, now existing or
         hereafter incurred, which may arise under, out of, or in connection
         with, this Agreement, the other Loan Documents, any Hedge Agreement
         entered into with a Lender or an affiliate thereof or any other
         document made, delivered or given in connection herewith or therewith,
         whether on account of principal, interest, reimbursement obligations,
         fees, indemnities, costs, expenses (including, without limitation, all
         fees and disbursements of counsel to the Administrative Agent or any
         Lender) or otherwise.

                  "Optional Currency" shall mean Sterling and any other national
         currency readily available and freely tradable in the London currency
         market that are commonly the subject of interbank deposits therein and
         approved by the Administrative Agent.

                  "Participants" shall mean one or more banks or other entities
         to whom one or more Lenders have sold, in the ordinary course of
         business and in accordance with applicable law, participating interests
         in any Loan, Note, Revolving Credit Commitment or Term Loan Commitment
         or any other interest hereunder owing to such Lender.

                  "Participating Member State" shall mean a member state of the
         European Communities that adopts or has adopted the euro as its lawful
         currency in accordance with legislation of the European Community
         relating to Economic and Monetary Union.
<PAGE>
                                                                              23

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA.

                  "Permitted Acquisition" shall mean any acquisition of all or
         substantially all the assets of, or shares or other equity interests
         in, a Person or division or line of business of a Person or other
         significant assets of a Person (other than inventory, leases, materials
         and equipment and other assets in the ordinary course of business) if
         immediately after giving effect thereto: (i) no Default or Event of
         Default shall have occurred and be continuing or would result
         therefrom, (ii) 100% of the capital stock of any acquired or newly
         formed corporation, partnership, association or other business entity
         is owned directly by the Borrower or a wholly-owned Subsidiary and all
         actions required to be taken, if any, with respect to such acquired or
         newly formed subsidiary under subsection 6.11 shall have been taken or
         shall be planned to be taken in a manner reasonably satisfactory to the
         Administrative Agent, (iii) no Material Adverse Effect would be likely
         to result therefrom and (iv)(I) the Borrower shall be in compliance, on
         a pro forma basis after giving effect to such acquisition or formation,
         with the covenants contained in subsections 6.9 and 6.10 recomputed as
         at the last day of the most recently ended fiscal quarter of the
         Borrower as if such acquisition had occurred on the first day of each
         relevant period for testing such compliance and any savings associated
         with such acquisition had been achieved on the first day of such
         relevant period, and, in the case of an acquisition involving
         consideration in excess of $10,000,000, the Borrower shall have
         delivered to the Administrative Agent an officers' certificate to such
         effect, together with all relevant financial information for such
         subsidiary or assets (to the extent reasonably available), and (II)
         after giving effect to such transaction, any acquired or newly formed
         subsidiary shall not be liable for any Indebtedness (except for
         Indebtedness permitted by subsection 7.6) and (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 shall not
         exceed (x) $130,000,000 in the aggregate for the fiscal year of the
         Borrower ending September 30, 2004 and (y) $30,000,000 in the aggregate
         for any fiscal year thereafter; provided that any amounts not used for
         Permitted Acquisitions in the fiscal year for which it is permitted in
         this subclause (v), may be carried over for expenditure in any fiscal
         year thereafter; provided further the limitations in subclause (v)
         above shall not be applicable to any such transaction to the extent
         that in such transaction the consideration (A) consists of Capital
         Stock of the Borrower or its Subsidiaries, (B) is financed with cash in
         an amount of up to 50% of the portion of the cumulative Excess Cash
         Flow (commencing with the fiscal year ending September 30, 2004) not
         required to be applied to repay the Term Loans pursuant to subsection
         2.12(e) and not used for any prior Permitted Acquisition or (C) is
         financed with the Net Cash Proceeds of (1) subordinated notes permitted
         pursuant to subsections 7.6(e) or (f) or (2) senior unsecured or
         subordinated notes permitted pursuant to subsection 7.6(g).

                  "Permitted Foreign Debt" shall have the meaning specified in
         subsection 7.6(k).

                  "Person" shall mean an individual, a partnership, a
         corporation, a limited liability company, a business trust, a joint
         stock company, a trust, an unincorporated association, a joint venture,
         a Governmental Authority or any other entity of whatever nature.
<PAGE>
                                                                              24

                  "Plan" shall mean, at any particular time, any employee
         benefit plan which is covered by ERISA and in respect of which the
         Borrower or a Commonly Controlled Entity is (or if such plan were
         terminated at such time, would under Section 4069 of ERISA be deemed to
         be) an "employer" as defined in Section 3(5) of ERISA.

                  "Prepayment Date" shall have the meaning set forth in
         subsection 2.13(g).

                  "Prepayment Option Notice" shall have the meaning set forth in
         subsection 2.13(g).

                  "Pricing Grid" shall mean the pricing grid attached hereto as
         Annex A.

                  "Properties" shall mean the real property listed on Schedule
         4.19(b).

                  "Receivables" shall have the meaning specified in the
         Guarantee and Collateral Agreement.

                  "Receivables Subsidiary" shall mean a Subsidiary of the
         Borrower created to purchase and finance Sold Receivables.

                  "Receivables Purchase Facility" shall mean any receivables
         purchase facility with terms and conditions reasonably satisfactory to
         the Administrative Agent and pursuant to which ownership interests in,
         or notes, commercial paper, certificates or other debt instruments in
         respect of which, are secured by the Sold Receivables.

                  "Recovery Event" shall mean any settlement of or payment in
         respect of any property or casualty insurance claim or any condemnation
         proceeding relating to any asset of the Borrower or any of its
         Subsidiaries (valued at the initial principal amount thereof in the
         case of non-cash proceeds consisting of notes or other debt securities
         and valued at fair market value in the case of other non-cash proceeds)
         in excess of $1,000,000.

                  "Reference Lenders" shall mean JPMCB and Citicorp North
         America, Inc.

                  "Refinancing" shall be as defined in subsection 2.23(a).

                  "Refinancing Agreements" shall mean the collective reference
         to any and all agreements entered into by the Borrower or any of its
         Subsidiaries in respect of the Refinancing (other than this Agreement),
         including the Senior Subordinated Note Indenture, the Offering
         Memorandum in respect of the Senior Subordinated Notes, dated October
         1, 2003, the Purchase Agreement, dated as of October 1, 2003, among the
         Borrower and the Initial Purchasers party thereto, and the Offer to
         Purchase and Consent Solicitation Statement, dated as of September 15,
         2003 and any other agreements related thereto.

                  "Refunded Swing Line Loans" shall have the meaning assigned to
         such term in subsection 2.6(b).
<PAGE>
                                                                              25

                  "Register" shall have the meaning specified in subsection
         10.6(b)(iv).

                  "Regular Subsidiary Borrower" shall mean Scotts Treasury EEIG,
         any Domestic Subsidiary Borrower, any Foreign Subsidiary Borrower which
         is designated by the Borrower as a "Regular Subsidiary Borrower" in a
         notice to the Administrative Agent (which shall notify each Revolving
         Credit Lender of such designation), and any Foreign Subsidiary
         designated by the Borrower as a Regular Subsidiary Borrower after the
         Closing Date pursuant to subsection 10.1(b); provided that so long as
         any such Foreign Subsidiary Borrower is so designated, it is not
         required under the laws or regulations of any Governmental Authority to
         deduct or withhold any Excluded Taxes from any payment made by it under
         Section 2 or otherwise pursuant to this Agreement. The Borrower may
         rescind any such designation at any time by notice to the
         Administrative Agent, which shall notify each Revolving Credit Lender
         of such rescission.

                  "Reimbursement Obligation" shall mean the Borrower's
         obligation to reimburse the Administrative Agent or any other Issuing
         Lender on account of the Letters of Credit as provided in Section 3.

                  "Reinvestment Deferred Amount" shall mean with respect to any
         Reinvestment Event, the aggregate Net Cash Proceeds received by the
         Borrower or any of its Subsidiaries in connection therewith that are
         not applied to prepay the Term Loans or reduce the Revolving
         Commitments pursuant to subsection 2.12(d) as a result of the delivery
         of a Reinvestment Notice.

                  "Reinvestment Event" shall mean any Asset Sale (other than the
         sale, transfer or discount of Sold Receivables pursuant to any
         Receivables Purchase Facility) or Recovery Event in respect of which
         the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice" shall mean a written notice executed by
         a Responsible Officer stating that no Event of Default has occurred and
         is continuing and that the Borrower (directly or indirectly through a
         Subsidiary) intends and expects to use all or a specified portion of
         the Net Cash Proceeds of an Asset Sale (other than the sale, transfer
         or discount of Sold Receivables pursuant to any Receivables Purchase
         Facility) or Recovery Event to acquire assets useful in its business.

                  "Reinvestment Prepayment Amount" shall mean with respect to
         any Reinvestment Event, the (x) Reinvestment Deferred Amount relating
         thereto less (y) any amount thereof expended prior to the relevant
         Reinvestment Prepayment Date (i) to acquire assets useful in the
         Borrower's business or (ii) to pay the Borrower's reasonable expenses
         relating to any proposed acquisition of assets useful in such business.

                  "Reinvestment Prepayment Date" shall mean with respect to any
         Reinvestment Event, the earlier of (a) the date occurring six months
         after such Reinvestment Event and (b) the date on which the Borrower
         shall have notified the Administrative Agent that it has determined not
         to, or shall have otherwise ceased to, acquire assets useful in the
         Borrower's business with all or any portion of the relevant
         Reinvestment Deferred Amount.
<PAGE>
                                                                              26

                  "Reorganization" shall mean, with respect to any
         Multi-employer Plan, the condition that such Plan is in reorganization
         within the meaning of such term as used in Section 4241 of ERISA.

                  "Reportable Event" shall mean any of the events set forth in
         Section 4043(b) of ERISA or the regulations thereunder (with respect to
         which the PBGC has not, by regulation, waived the 30-day notice
         requirement).

                  "Required Lenders" shall mean at any time, the holders of more
         than 50% of the sum of (i) the aggregate unpaid principal amount of the
         Term Loans then outstanding and (ii) the Total Revolving Credit
         Commitments then in effect or, if the Revolving Credit Commitments have
         been terminated, the Aggregate Revolving Extensions of Credit then
         outstanding.

                  "Required Prepayment Lenders" shall mean the Majority Facility
         Lenders in respect of the Term Facility and the Revolving Facilities.

                  "Requirement of Law" shall mean, as to any Person, the
         Certificate of Incorporation or Articles of Incorporation, as the case
         may be, and Code of Regulations and/or By-Laws or other organizational
         or governing documents of such Person, and any law, treaty, rule or
         regulation, or determination of an arbitrator or a court or other
         Governmental Authority, in each case applicable to or binding upon such
         Person or any of its property or to which such Person or any of its
         property is subject.

                  "Responsible Officer" shall mean, as to any Person, the
         Chairman, President or an Executive, Senior or other Vice President
         (or, in the case of any Foreign Subsidiary, any analogous title) of
         such Person and, with respect to financial matters, the Chief Financial
         Officer, the Treasurer or the Controller (or, in the case of any
         Foreign Subsidiary, any analogous title) of such Person.

                  "Revolving Credit Commitments" shall mean, as to any Lender,
         such Lender's Facility A Commitments, Facility B Commitments, Facility
         C Commitments, Facility D Commitments, for all purposes other than
         Section 2 (other than subsections 2.4 and 2.27 ) and Section 3,
         Sterling Commitments, Australian Commitments and Canadian Commitments,
         if any, and such other Commitments under any new Revolving Facility
         established in accordance with subsection 2.27(b). The original amount
         of the Total Revolving Credit Commitments is $700,000,000.

                  "Revolving Credit Commitment Period" shall mean the period
         from and including the Closing Date to, but not including, the
         Revolving Credit Termination Date or such earlier date as the Revolving
         Credit Commitments may terminate as provided herein.

                  "Revolving Credit Lender" shall mean each of the Facility A
         Lenders, the Facility B Lenders, the Facility C Lenders, the Facility D
         Lenders and, for all purposes other than Section 2 (other than
         subsections 2.4 and 2.27) and Section 3, the Australian Dollar Lenders,
         the Canadian Dollar Lenders and the Sterling Lenders.
<PAGE>
                                                                              27

                  "Revolving Credit Loan" shall mean each Facility A Loan,
         Facility B Loan, Facility C Loan, Facility D Loan and, for all purposes
         other than Section 2 (other than subsections 2.4 and 2.27) and Section
         3, each Sterling Loan, Australian Dollar Loan and Canadian Dollar Loan;
         collectively, the "Revolving Credit Loans".

                  "Revolving Credit Termination Date" shall be October 22, 2008
         or such earlier date on which the Revolving Credit Commitments shall be
         terminated in accordance with this Agreement.

                  "Revolving Extensions of Credit" shall mean, as to any
         Revolving Credit Lender at any time, an amount equal to the sum of (a)
         the aggregate principal amount of all Revolving Credit Loans held by
         such Lender then outstanding, (b) such Lender's Revolving Percentage of
         the L/C Obligations then outstanding and (c) such Lender's Revolving
         Percentage of the aggregate principal amount of Swing Line Loans then
         outstanding.

                  "Revolving Facilities" shall mean, without duplication, (a)
         the Facility A Commitments together with the Aggregate Facility A
         Revolving Extensions of Credit ("Facility A"); the Facility B
         Commitments together with the Aggregate Facility B Revolving Extensions
         of Credit ("Facility B"); the Facility C Commitments together with the
         Aggregate Facility C Revolving Extensions of Credit ("Facility C"); the
         Facility D Commitments together with the Aggregate Facility D Revolving
         Extensions of Credit ("Facility D"); and, for all purposes other than
         Section 2 (other than subsections 2.4 and 2.27) and Section 3, the
         Sterling Commitments together with the Aggregate Sterling Revolving
         Extensions of Credit (the "Sterling Facility"); the Australian
         Commitments together with the Aggregate Australian Revolving Extensions
         of Credit (the "Australian Facility"); the Canadian Commitments
         together with the Aggregate Canadian Revolving Extensions of Credit
         (the "Canadian Facility"), or any other Revolving Facility established
         pursuant to subsection 2.27(b).

                  "Revolving Percentage" shall mean, as to any Revolving Credit
         Lender in respect of any Revolving Facility at any time, the percentage
         which such Lender's Revolving Credit Commitment under such Revolving
         Facility then constitutes of the aggregate Revolving Credit Commitments
         in respect of such Revolving Facility (or, at any time after the
         Revolving Credit Commitments shall have expired or terminated, the
         percentage which the aggregate principal amount of such Lender's
         Revolving Extension of Credit under any Revolving Facility then
         outstanding constitutes of the aggregate principal amount of the
         Revolving Extension of Credit in respect of such Revolving Facility
         then outstanding).

                  "S&P" shall mean Standard & Poor's Ratings Services.

                  "Screen" shall mean, with respect to any currency, the
         relevant Telerate Page on which appears the LIBOR Base Rate for
         deposits in such currency; provided that, if there is no such Telerate
         Page, the relevant Bloomberg Financial Markets Service page will be
         substituted.
<PAGE>
                                                                              28

                  "Security Document" shall mean each of the Guarantee and
         Collateral Agreements and the Mortgages.

                  "Senior Indebtedness" shall mean, in respect of the Borrower
         at a particular date, Total Indebtedness other than the Subordinated
         Debt and any other subordinated Indebtedness of the Borrower that would
         be set forth as subordinated Indebtedness on a consolidated balance
         sheet of the Borrower and its consolidated Subsidiaries as of such date
         provided that, for the purpose of calculating the Senior Leverage Ratio
         for any period, Senior Indebtedness shall be reduced by excess cash
         balances set forth on the balance sheet of the Borrower as at such
         date.

                  "Senior Leverage Ratio" shall mean, as at the last day of any
         fiscal quarter of the Borrower, the ratio of (i) Average Senior
         Indebtedness of the Borrower and its Subsidiaries on such day to (ii)
         EBITDA for the four consecutive fiscal quarters ending on such day;
         provided any calculation of the above ratio following any acquisition
         made during the twelve-month period covered by such calculation, by
         purchase or otherwise, of all or substantially all of the business or
         assets of any Person or of any line of business of any Person shall be
         determined on a pro forma basis without duplication, including (x) in
         Average Senior Indebtedness and in the amount of preferred stock
         accruals an annualization of the actual Senior Indebtedness or
         preferred stock accruals relating to such acquisition for the portion
         of such twelve-month period since the date of such acquisition (or, if
         such acquisition occurred on the last day of a fiscal quarter, an
         annualization estimate of the daily Senior Indebtedness or preferred
         stock accruals relating to such acquisition based on the indebtedness
         incurred and based on the current Interest Rates for such indebtedness
         or preferred stock issued on such date) and (y) in EBITDA the EBITDA of
         the acquired Person for any portion of such twelve-month period prior
         to such acquisition.

                  "Senior Subordinated Note Indenture" shall mean the Indenture
         entered into by the Borrower on October 8, 2003 together with all
         instruments and other agreements to be entered into by the Borrower and
         its Subsidiaries in connection therewith, as the same may be amended,
         supplemented or otherwise modified from time to time in accordance with
         subsection 7.12.

                  "Senior Subordinated Notes" shall mean senior subordinated
         notes of the Borrower issued under the Senior Subordinated Note
         Indenture.

                  "Single Employer Plan" shall mean any Plan which is covered by
         Title IV of ERISA but which is not a Multi-employer Plan.

                  "Sold Receivables" shall mean Receivables of the Borrower in
         an aggregate amount not to exceed $125,000,000 sold to the Receivables
         Subsidiary or any other Person pursuant to and securing obligations
         under any Receivables Purchase Facility.

                  "Solvent", when used with respect to any Person, shall mean
         that, as of any date of determination, (a) the amount of the "present
         fair saleable value" of the assets of such Person will, as of such
         date, exceed the amount of all "liabilities of such Person,
<PAGE>
                                                                              29

         contingent or otherwise", as of such date, as such quoted terms are
         determined in accordance with applicable federal and state laws
         governing determinations of the insolvency of debtors, (b) the present
         fair saleable value of the assets of such Person will, as of such date,
         be greater than the amount that will be required to pay the liability
         of such Person on its debts as such debts become absolute and matured,
         (c) such Person will not have, as of such date, an unreasonably small
         amount of capital with which to conduct its business, and (d) such
         Person will be able to pay its debts as they mature. For purposes of
         this definition, (i) "debt" means liability on a "claim", and (ii)
         "claim" means any (x) right to payment, whether or not such a right is
         reduced to judgment, liquidated, unliquidated, fixed, contingent,
         matured, unmatured, disputed, undisputed, legal, equitable, secured or
         unsecured or (y) right to an equitable remedy for breach of performance
         if such breach gives rise to a right to payment, whether or not such
         right to an equitable remedy is reduced to judgment, fixed, contingent,
         matured or unmatured, disputed, undisputed, secured or unsecured.

                  "Standby L/C" and "Standby L/Cs" shall each have the meaning
         specified in subsection 3.1(a).

                  "Sterling" shall have the meaning assigned to such term in
         Annex B hereto.

                  "Sterling Commitments" shall have the meaning assigned to such
         term in Annex B hereto.

                  "Sterling L/C Obligations" shall have the meaning assigned to
         such term in Annex B hereto.

                  "Sterling Lender" shall mean each Lender that has a Sterling
         Commitment or that holds Sterling Loans; collectively, the "Sterling
         Lenders". Each Sterling Lender on the date hereof represents that it is
         an Eligible U.K. Bank.

                  "Sterling Loan" shall mean any Sterling Loan made pursuant to
         Annex B hereto; collectively, the "Sterling Loans".

                  "Sterling Subsidiary Borrower" shall mean Miracle Garden Care
         Limited, OM Scott International Investments Ltd., Scotts Holdings
         Limited and The Scotts Company (UK) Ltd. or any other Foreign
         Subsidiary Borrower organized under the laws of the United Kingdom and
         designated as such by the Borrower in a notice to the Administrative
         Agent, which shall notify each Sterling Lender thereof.

                  "Sterling Swing Line Lenders" shall have the meaning assigned
         to such term in Annex B hereto.

                  "Sterling Swing Line Loans" shall have the meaning assigned to
         such term in Annex B hereto.

                  "Subordinated Debt" shall mean the Indebtedness of the
         Borrower pursuant to the Senior Subordinated Note Indenture and the
         Senior Subordinated Notes and the Subordinated Debt permitted under
         subsections 7.6(e), 7.6(f) and 7.6(g).
<PAGE>
                                                                             30

                  "Subsidiary" shall mean, as to any Person, a corporation,
         partnership, limited liability company, business trust, joint stock
         company, trust, unincorporated association, joint venture or the
         European equivalent thereof of which shares of Capital Stock having
         ordinary voting power (other than Capital Stock having such power only
         by reason of the happening of a contingency) to elect a majority of the
         board of directors or equivalent are at the time owned, or the
         management of which is otherwise controlled, directly, or indirectly,
         through one or more intermediaries, or both, by such Person. Unless
         otherwise qualified, all references to a "Subsidiary" or to
         "Subsidiaries" in this Agreement shall refer to a Subsidiary or
         Subsidiaries of the Borrower.

                  "Subsidiary Borrowers" shall mean Hyponex Corporation, Miracle
         Garden Care Limited, OM Scott International Investments Ltd., Scotts
         Australia Pty. Ltd., Scotts Canada, Ltd., Scotts Holdings Limited,
         Scotts Manufacturing Company, Scotts-Sierra Horticultural Products
         Company, Scotts-Sierra Investments, Inc., Scotts Temecula Operations,
         LLC, Scotts Treasury EEIG, The Scotts Company (UK) Ltd. and all
         existing or future, Domestic or Foreign, Subsidiaries then designated
         by the Borrower pursuant to subsection 10.1(b)

                  "Subsidiary Guarantors" shall mean (a) each Domestic
         Subsidiary of the Borrower and (b) each Domestic Subsidiary acquired or
         organized subsequent to the Closing Date, except as otherwise provided
         in subsection 6.11(c).

                  "Supported Foreign Indebtedness" shall have the meaning
         specified in subsection 7.6(m).

                  "Swing Line Commitment" shall mean the obligation of the Swing
         Line Lenders, at any date, to make a Swing Line Loan pursuant to
         subsection 2.6(a) in the amount referred to therein.

                  "Swing Line Loan Participation Certificate" shall mean a
         certificate, substantially in the form of Exhibit C hereto.

                  "Swing Line Lenders" shall mean JPMCB or such other Revolving
         Credit Lenders as may be requested by the Administrative Agent to make
         Swing Line Loans from time to time.

                  "Swing Line Loan" shall mean any Swing Line Loan made under
         the Facility A Commitments, the Facility B Commitments, the Facility C
         Commitments and the Facility D Commitments pursuant to subsection 2.6;
         collectively, the "Swing Line Loans".

                  "Telerate Page" shall mean the "British Bankers Assoc.
         Interest Settlement Rates Page" display designated at Page 3750 (or
         such other page on which euros or any Optional Currency then appears)
         on the Moneyline Telerate (or such other page as may replace such page
         on such service for the purpose of displaying the rates at which Dollar
         deposits or deposits in euros or any Optional Currency are offered by
         leading banks in the London interbank deposit market).
<PAGE>
                                                                              31

                  "Term Commitments" shall mean, as to any Term Lender, the
         obligation of such Lender to make a Term Loan to the Borrower hereunder
         in a principal amount not to exceed the amount set forth under the
         heading "Term Commitment" opposite such Lender's name on Schedule 1.
         The original amount of the Term Commitments is $500,000,000.

                  "Term Lender" shall mean each Lender that has a Term
         Commitment or that holds a Term Loan.

                  "Term Loan" shall be as defined in subsection 2.1.

                  "Term Loan Termination Date" shall mean September 30, 2010.

                  "Term Percentage" shall mean as to any Lender at any time, the
         percentage which such Lender's Term Commitment then constitutes of the
         aggregate Term Commitments (or, at any time after the Closing Date, the
         percentage which the aggregate principal amount of such Lender's Term
         Loans then outstanding constitutes of the aggregate principal amount of
         the Term Loans then outstanding).

                  "Termination Date" shall mean the Term Loan Termination Date
         or the Revolving Credit Termination Date, as the context requires.

                  "Total Capitalization" shall mean, in respect of any Person at
         a particular date, the sum at such date of the Total Indebtedness of
         such Person and the Consolidated Net Worth of such Person.

                  "Total Indebtedness" shall mean, in respect of any Person at a
         particular date, the sum at such date of (a) the aggregate outstanding
         principal amount of all Indebtedness for borrowed money of such Person
         and (b) all other items which would properly be included as
         indebtedness, determined in accordance with GAAP, on a consolidated
         balance sheet of such Person and its Subsidiaries; provided that, for
         the purpose of calculating the Leverage Ratio for any period, Total
         Indebtedness shall be reduced by cash and Cash Equivalents set forth on
         the balance sheet of such Person as at such date.

                  "Total Revolving Credit Commitments" shall be, at any time,
         the aggregate amount of the Revolving Credit Commitments then in effect
         (without duplication for the Sterling Commitments, the Australian
         Commitments and the Canadian Commitments).

                  "Trade L/C" shall have the meaning assigned to such term in
         subsection 3.1(a).

                  "Type" shall mean as to any Loan, its nature as an ABR Loan or
         a LIBOR Loan.

                  "Uniform Customs" shall mean the Uniform Customs and Practice
         for Documentary Credits (1993 Revision), International Chamber of
         Commerce Publication No. 500, as the same may be effectively replaced
         in whole or in part or amended from time to time.
<PAGE>
                                                                              32

                  "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.

         1.2 Other Definitional Provisions. (a) All terms defined in this
Agreement shall have the defined meanings when used in any of the other Loan
Documents or in any certificate or other document made or delivered pursuant
hereto or thereto unless otherwise defined therein.

         (a) As used herein, in any of the other Loan Documents, or in any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms, to the extent not otherwise defined in subsection 1.1, shall
have the respective meanings given to them under GAAP.

         (b) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified.

         (c) An "affiliate" of a Lender includes, in the case of a Lender which
is an investment fund, the investment adviser thereof and any other investment
fund having the same investment adviser.

         Section 2. AMOUNT AND TERMS OF LOANS

         2.1 Term Commitments. Subject to the terms and conditions hereof, (a)
each Term Lender severally agrees to make a Term Loan denominated in Dollars to
the Borrower on the Closing Date in an amount not to exceed the amount of the
Term Commitment of such Lender. The Term Loans may be LIBOR Loans or ABR Loans,
as determined by the Borrower and notified to the Administrative Agent in
accordance with subsections 2.2 and 2.14.

         2.2 Procedure for Term Loan Borrowing. (a) The Borrower may borrow
under the Term Commitments on the Closing Date; provided that the Borrower shall
give the Administrative Agent irrevocable notice ((1) which notice must be
received by the Administrative Agent prior to 11:00 A.M., New York City time on
the Closing Date, in the case of ABR Loans and (2) which notice must be received
by the Administrative Agent prior to 11:00 A.M., New York City time three
Business Days prior to the Closing Date, in the case of LIBOR Loans), specifying
(i) the requested Borrowing Date, (ii) whether the borrowing is to be an ABR
Loan or a LIBOR Loan or a combination thereof, (iii) if the borrowing is to be
entirely or partly a LIBOR Loan, the amount to be a LIBOR Loan and (iv) the
length of the Interest Period for such LIBOR Loan. Each ABR borrowing by the
Borrower pursuant to the Term Commitments shall be in an aggregate principal
amount equal to $1,000,000 or a whole multiple of $250,000 in excess thereof.
Each LIBOR borrowing by the Borrower pursuant to the Term Commitments shall be
in an aggregate principal amount equal to $1,000,000 or a whole multiple of
$1,000,000 in excess thereof.
<PAGE>
                                                                              33

         (a) Upon receipt of any notice from the Borrower pursuant to this
subsection 2.2, the Administrative Agent shall promptly notify each Lender
thereof. Each Lender will make the amount of its ratable share of each borrowing
available to the Administrative Agent for the account of the Borrower at the
office of the Administrative Agent specified in subsection 10.2 prior to 2:00
P.M., New York City time, on the Borrowing Date requested by the Borrower in
funds immediately available to the Administrative Agent. Such borrowing will
then be made available to the Borrower by the Administrative Agent crediting the
account of the Borrower on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Lenders and in like
funds as received by the Administrative Agent.

         2.3 Repayment of Term Loans. The Term Loan of each Term Lender shall
mature in 27 consecutive quarterly installments, commencing on March 31, 2004,
each of which shall be in an amount equal to such Lender's Term Percentage
multiplied by the amount set forth below opposite such installment.

<TABLE>
<CAPTION>
                  Installment                                                 Principal Amount
                  -----------                                                 ----------------
<S>                                                                           <C>
                  March 31, 2004                                                      $500,000
                  June 30, 2004                                                       $500,000
                  September 30, 2004                                                  $500,000
                  December 31, 2004                                                   $500,000

                  March 31, 2005                                                      $500,000
                  June 30, 2005                                                       $500,000
                  September 30, 2005                                                  $500,000
                  December 31, 2005                                                   $500,000

                  March 31, 2006                                                      $500,000
                  June 30, 2006                                                       $500,000
                  September 30, 2006                                                  $500,000
                  December 31, 2006                                                   $500,000

                  March 31, 2007                                                      $500,000
                  June 30, 2007                                                       $500,000
                  September 30, 2007                                                  $500,000
                  December 31, 2007                                                   $500,000

                  March 31, 2008                                                      $500,000
                  June 30, 2008                                                       $500,000
                  September 30, 2008                                                  $500,000
                  December 31, 2008                                                   $500,000

                  March 31, 2009                                                      $500,000
                  June 30, 2009                                                       $500,000
                  September 30, 2009                                                  $500,000
                  December 31, 2009                                                   $500,000
</TABLE>





<PAGE>
                                                                              34

<TABLE>
<CAPTION>
Installment                                                 Principal Amount
-----------                                                 ----------------
<S>                                                         <C>
March 31, 2010                                                      $500,000
June 30, 2010                                                       $500,000
September 30, 2010                                              $487,000,000
</TABLE>

            2.4 Revolving Credit Commitment. (a) Subject to and upon the terms
and conditions of this Agreement, (i) each Facility A Lender severally (but not
jointly) agrees to make Facility A Loans in Dollars, euros and any Optional
Currency to the Borrower and/or the Regular Subsidiary Borrowers from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount not to exceed at any one time the Available Facility A Commitment of such
Facility A Lender; provided that, after giving effect to the making of such
Facility A Loans, the Aggregate Facility A Revolving Extensions of Credit will
not exceed the Facility A Commitments; (ii) each Facility B Lender severally
(but not jointly) agrees to make Facility B Loans in Dollars, euros, and any
Optional Currency to the Borrower and/or the Regular Subsidiary Borrowers from
to time during the Revolving Credit Commitment Period in an aggregate principal
amount not to exceed the Available Facility B Commitment of such Facility B
Lender (which for this purpose shall be computed as though the amount in
subclause (b)(i) in the definition thereof is $0); provided that, after giving
effect to the making of such Facility B Loans, the Aggregate Facility B
Revolving Extensions of Credit will not exceed the Facility B Commitments; (iii)
each Facility C Lender severally (but not jointly) agrees to make Facility C
Loans in Dollars, euros, and any Optional Currency to the Borrower and/or the
Regular Subsidiary Borrowers from to time during the Revolving Credit Commitment
Period in an aggregate principal amount not to exceed the Available Facility C
Commitment of such Facility C Lender; provided that, after giving effect to the
making of such Facility C Loans, the Aggregate Facility C Revolving Extensions
of Credit will not exceed the Facility C Commitments (which for this purpose
shall be computed as though the amount in subclause (b)(i) in the definition
thereof is $0); (iv) each Facility D Lender severally (but not jointly) agrees
to make Facility D Loans in Dollars, euros, and any Optional Currency to the
Borrower and/or the Regular Subsidiary Borrowers from to time during the
Revolving Credit Commitment Period in an aggregate principal amount not to
exceed the Available Facility D Commitment of such Facility D Lender (which for
this purpose shall be computed as though the amount in subclause (b)(i) in the
definition thereof is $0); provided that, after giving effect to the making of
such Facility D Loans, the Aggregate Facility D Revolving Extensions of Credit
will not exceed the Facility D Commitments; (v) each Sterling Lender, which
shall also be a Facility B Lender or an affiliate thereof, severally (but not
jointly) agrees to make Sterling Loans in Sterling or euros to each Sterling
Subsidiary Borrower from time to time during the Revolving Credit Commitment
Period in an aggregate principal amount not to exceed the Available Sterling
Commitment of such Sterling Lender in accordance with the terms of Annex B
hereto (which for this purpose shall be computed as though the amount in
subclause (b)(i) in the definition thereof is $0); provided that, after giving
effect to the making of such Sterling Loans, the Aggregate Sterling Revolving
Extensions of Credit will not exceed the Sterling Commitments; (vi) each
Australian Dollar Lender, which shall be a Facility C Lender or an affiliate
thereof, severally (but not jointly) agrees to make Australian Dollar Loans in
Australian Dollars to each Australian Subsidiary Borrower from time to time
during the Revolving Credit Commitment Period in an aggregate principal amount
not to exceed the Available Australian Commitment of such
<PAGE>
                                                                              35


Australian Dollar Lender in accordance with the terms of Annex C hereto (which
for this purpose shall be computed as though the amount in subclause (b)(i) in
the definition thereof is $0); provided that, after giving effect to the making
of such Australian Dollar Loans, the Aggregate Australian Revolving Extensions
of Credit will not exceed the Australian Commitments; and (vii) each Canadian
Dollar Lender, which shall be a Facility D Lender or an affiliate thereof,
severally (but not jointly) agrees to make, Canadian Dollar Loans in Canadian
Dollars to each Canadian Subsidiary Borrower from time to time during the
Revolving Credit Commitment Period in an aggregate principal amount not to
exceed the Available Canadian Commitment of such Canadian Dollar Lender in
accordance with the terms of Annex D hereto (which for this purpose shall be
computed as though the amount in subclause (b)(i) in the definition thereof is
$0); provided that, after giving effect to the making of such Canadian Dollar
Loans, the Aggregate Canadian Revolving Extensions of Credit will not exceed the
Canadian Commitment. During the Revolving Credit Commitment Period the Borrower
and the Subsidiary Borrowers may use the Revolving Credit Commitments by
borrowing, repaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. Except as
provided in Annex B, Annex C or Annex D, each Revolving Credit Lender shall only
be required to make Revolving Credit Loans (x) in Dollars, (y) in euros and (z)
in Optional Currencies. The Borrower and Regular Subsidiary Borrowers may make
ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings
in euros and any Optional Currency under any Revolving Facility. Foreign
Subsidiary Borrowers may make borrowings under the Revolving Facilities as
provided for in Annex B, Annex C or Annex D. Each Facility B Lender, in respect
of Sterling Loans, Facility C Lender, in respect of Australian Dollar Loans, and
Facility D Lender in respect of Canadian Dollar Loans, agrees that each of its
Lending Installations making or holding Sterling Loans, Australian Dollar Loans
or Canadian Dollar Loans hereunder shall be on the date hereof, on the date any
such Loans are made hereunder and, after giving effect to an assignment pursuant
to subsection 10.6 hereof, an Eligible U.K. Bank, an Eligible Australian Bank or
an Eligible Canadian Bank, as the case may be.

            2.5 Procedure for Revolving Credit Borrowing. (a) The Borrower and
the Regular Subsidiary Borrowers may borrow under any Revolving Facility during
the Revolving Credit Commitment Period on any Business Day; provided that the
Borrower or the relevant Regular Subsidiary Borrower shall give the
Administrative Agent irrevocable notice (1) (which notice must be received by
the Administrative Agent prior to 11:00 A.M., New York City time) on the
requested Borrowing Date, in the case of ABR Loans, (2) (which notice must be
received by the Administrative Agent prior to 11:00 A.M., New York City time)
three Business Days prior to the requested Borrowing Date, in the case of LIBOR
Loans in Dollars and (3) (which notice must be received by 11:00 A.M. London
time) three Business Days prior to the requested Borrowing Date, in the case of
LIBOR Loans in euros or an Optional Currency, specifying (i) the identity of the
Borrower or Regular Subsidiary Borrower borrowing and the amount and currency to
be borrowed, (ii) the requested Borrowing Date, (iii) the Revolving Facility
under which the borrowing is to be made, (iv) whether the borrowing is to be an
ABR Loan (in the case of Revolving Credit Loans in Dollars) or a LIBOR Loan or a
combination thereof, and (v) if the borrowing is to be entirely or partly a
LIBOR Loan, the amount to be a LIBOR Loan and the length of the Interest Period
for such LIBOR Loan. Each ABR borrowing by the Borrower or any Regular
Subsidiary Borrower pursuant to the Revolving Credit Commitments shall be in an
aggregate principal amount equal to $1,000,000 or a whole multiple of $250,000
in excess
<PAGE>
                                                                              36


thereof. Each LIBOR borrowing in Dollars by the Borrower or any Regular
Subsidiary Borrower pursuant to the Revolving Credit Commitments shall be in an
aggregate principal amount equal to $1,000,000 or a whole multiple of $1,000,000
in excess thereof. Each LIBOR borrowing in euros or an Optional Currency by the
Borrower or any Regular Subsidiary Borrower pursuant to the Revolving Credit
Commitments shall be in an aggregate principal amount equal to $2,500,000 or a
whole multiple of $1,000,000 in excess thereof in the Non-Dollar Currency
Equivalent thereof.

            (b) Upon receipt of any notice from the Borrower or a Regular
Subsidiary Borrower pursuant to this subsection 2.5, the Administrative Agent
shall promptly notify each Revolving Credit Lender under the relevant Revolving
Facility thereof. Each such Revolving Credit Lender will make the amount of its
ratable share (subject to subsection 2.4) of each borrowing available to the
Administrative Agent for the account of the Borrower or such Regular Subsidiary
Borrower at the office of the Administrative Agent specified in subsection 10.2
prior to 2:00 P.M., New York City time (or in the case of any borrowing in an
Optional Currency, at the place and time specified by the Administrative Agent
from time to time), on the Borrowing Date requested by the Borrower or such
Regular Subsidiary Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower or such
Regular Subsidiary Borrower by the Administrative Agent crediting the account of
the Borrower or such Regular Subsidiary Borrower on the books of such office
with the aggregate of the amounts made available to the Administrative Agent by
such Revolving Credit Lenders and in like funds as received by the
Administrative Agent.

            2.6 Swing Line Commitments. (a) Subject to the terms and conditions
hereof, from time to time prior to the Revolving Credit Termination Date and to
the Borrower or any Regular Subsidiary Borrower (i) each Swing Line Lender
severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros
in an aggregate principal amount not to exceed $30,000,000 at any one time
outstanding (each of the foregoing individually, a "Swing Line Loan";
collectively the "Swing Line Loans"), which Swing Line Loans may be borrowed
under any of the Facility A Commitments, the Facility B Commitments, the
Facility C Commitments or the Facility D Commitments; provided that, after
giving effect to the making of such Swing Line Loans, the aggregate principal
amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian
Dollar Swing Line Loans and Canadian Dollar Swing Line Loans) made under any
Revolving Facility (including the Sterling Facility, Australian Facility and
Canadian Facility) at any one time outstanding shall not exceed $80,000,000 or
the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A
Revolving Extensions of Credit shall not exceed the Facility A Commitments, the
Aggregate Facility B Revolving Extensions of Credit shall not exceed the
Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit
shall not exceed the Facility C Commitments and the Aggregate Facility D
Revolving Extensions of Credit shall not exceed the Facility D Commitments. All
Swing Line Loans in Dollars shall be made as ABR Loans and Swing Line Loans in
euros shall be made on terms agreed upon by the relevant Swing Line Lender and
the Borrower or applicable Regular Subsidiary Borrower. The Borrower or
applicable Regular Subsidiary Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent at
or prior to 1:00 P.M., New York City time, on the requested Borrowing Date),
specifying the amount of each requested Swing Line Loan, which shall be greater
than or equal to a minimum amount to be agreed upon by the Borrower or
applicable Regular Subsidiary Borrower and the relevant Swing
<PAGE>
                                                                              37


Line Lender, and the Revolving Facility under which it is to be borrowed. In
giving irrevocable notice, the Borrower or the applicable Regular Subsidiary
Borrower shall designate, at its option, one or two Swing Line Lenders to make
one or more Swing Line Loans in the relevant currency. Upon such notice, the
Administrative Agent shall promptly notify each applicable Swing Line Lender
thereof. Each Swing Line Lender which has been designated by the Borrower or the
applicable Regular Subsidiary Borrower in its irrevocable notice shall make the
amount of its ratable share of each borrowing in the currency requested
available to the Borrower or applicable Regular Subsidiary Borrower in the
manner directed by the Administrative Agent on the requested Borrowing Date.

            (b) The Swing Line Lenders or any of them at any time and in their
or its sole and absolute discretion, may, on behalf of the Borrower or
applicable Regular Subsidiary Borrower (which hereby irrevocably directs the
Swing Line Lenders to act on its behalf), request each Revolving Credit Lender
under the applicable Revolving Facility, including each Swing Line Lender, with
respect to all other Swing Line Loans, to make a Revolving Credit Loan under
such Revolving Facility, in the currency of the Swing Line Loan(s) made by such
Swing Line Lender(s) in an amount equal to such Lender's Revolving Percentage
under such Revolving Facility of the amount of the Swing Line Loans (the
"Refunded Swing Line Loans") outstanding on the date such notice is given.
Unless any of the events described in paragraph (f) of Section 8 shall have
occurred (in which event the procedures of paragraph (c) of this subsection 2.6
shall apply), each Revolving Credit Lender shall make the proceeds of its
Revolving Credit Loan available to the Administrative Agent for the account of
the Swing Line Lenders, at the office of the Administrative Agent prior to 12:00
Noon (New York City time) in funds immediately available on the Business Day
next succeeding the date such notice is given. The proceeds of such Revolving
Credit Loans shall be immediately applied to repay the Refunded Swing Line
Loans.

            (c) If, prior to the making of a Revolving Credit Loan pursuant to
paragraph (b) of subsection 2.6, one of the events described in paragraph (f) of
Section 8 shall have occurred, each Revolving Credit Lender under the applicable
Revolving Facility hereby agrees to and will, on the date such Revolving Credit
Loan was to have been made, purchase an undivided participating interest in each
Refunded Swing Line Loan in an amount equal to its Revolving Percentage under
such Revolving Facility of such Refunded Swing Line Loan. Such Revolving Credit
Lender will immediately transfer to the Administrative Agent for the account of
the Swing Line Lenders, in immediately available funds denominated in Dollars,
the Dollar Equivalent (if applicable) of the amount of its participations and,
upon its receipt of its ratable share thereof, each Swing Line Lender will
deliver to such Revolving Credit Lender a Swing Line Loan Participation
Certificate dated the date of receipt of such funds and in such amount. On such
date, any Swing Line Loans not denominated in Dollars shall, without any further
action or notice being required, be converted to and become denominated in
Dollars in an amount equal to the Dollar Equivalent of the amount thereof on
such date.

            (d) Whenever, at any time after any Swing Line Lender has received
from any Revolving Credit Lender such Revolving Credit Lender's participating
interest in a Refunded Swing Line Loan and such Swing Line Lender receives any
payment on account thereof, such Swing Line Lender will distribute to such
Revolving Credit Lender through the Administrative Agent its participating
interest in such Dollar Equivalent amount (appropriately adjusted, in the
<PAGE>
                                                                              38


case of interest payments, to reflect the period of time during which such
Revolving Credit Lender's participating interest was outstanding and funded) in
funds denominated in Dollars; provided, however, that in the event that such
payment received by such Swing Line Lender is required to be returned, such
Revolving Credit Lender will return to such Swing Line Lender through the
Administrative Agent any portion thereof previously distributed by such Swing
Line Lender to it in like funds as such payment is required to be returned by
such Swing Line Lender.

            2.7 Participation. Each Revolving Credit Lender's obligation to
purchase participating interests pursuant to paragraph (c) of subsection 2.6
shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, (a) any set-off, counterclaim,
recoupment, defense or other right which such Revolving Credit Lender may have
against the Swing Line Lender, the Borrower, any Regular Subsidiary Borrower or
any other Person for any reason whatsoever; (b) the occurrence or continuance of
an Event of Default; (c) any adverse change in the condition (financial or
otherwise) of the Borrower or any Subsidiary; (d) any breach of this Agreement
by the Borrower, any Regular Subsidiary Borrower or any other Revolving Credit
Lender; or (e) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. Notwithstanding the foregoing, no Revolving
Credit Lender shall have any obligation to purchase participating interests
pursuant to paragraph (c) of subsection 2.6 or to make any Refunded Swing Line
Loans in respect of any Swing Line Loan which was made at any time following
receipt by the Administrative Agent of a notice from any Revolving Credit Lender
specifying that (x) a Default or Event of Default has occurred and is continuing
and (y) explicitly stating that such Revolving Credit Lender will not purchase
such participating interests or make Refunded Swing Line Loans with respect to
Swing Line Loans made after the date of receipt of such notice.

            2.8 Repayment of Revolving Credit Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender (i) the then unpaid principal amount of each
Revolving Credit Loan of such Lender on the Revolving Credit Termination Date
(or such earlier date on which the Loans become due and payable pursuant to
Section 8) and (ii) the then unpaid principal amount of the Swing Line Loans of
the Swing Line Lender on the Revolving Credit Termination Date (or such earlier
date on which the Swing Line Loans become due and payable pursuant to Section
8). Each of the Regular Subsidiary Borrowers hereby unconditionally promises to
pay to the Administrative Agent for the account of such Lender (i) the then
unpaid principal amount of each Loan to such Subsidiary Borrower on the
Revolving Credit Termination Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 8) and (ii) the then
unpaid principal amount of the Swing Line Loans to such Subsidiary Borrower of
the Swing Line Lender on the Revolving Credit Termination Date (or such earlier
date on which the Swing Line Loans became due and payable pursuant to Section
8). Each of the Borrower and the relevant Subsidiary Borrowers hereby further
agrees to pay interest on the unpaid principal amount of the Loans from time to
time outstanding to the Borrower or such Subsidiary Borrower, as applicable,
from the date hereof until payment in full thereof at the rates per annum, and
on the dates, set forth in subsection 2.15.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower and the
Subsidiary Borrowers to such
<PAGE>
                                                                              39


Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

            (c) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(b)(iv), and a subaccount therein for each Lender, in which shall
be recorded (i) the amount of each Loan made hereunder, the Type thereof and
each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower or a
Regular Subsidiary Borrower to each Lender hereunder and (iii) both the amount
of any sum received by the Administrative Agent hereunder from the Borrower or
such Regular Subsidiary Borrower and each Lender's share thereof.

            (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.8(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower and each Regular Subsidiary Borrower therein
recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain the Register or any such account, or any error
therein, shall not in any manner affect the obligation of the Borrower or such
Regular Subsidiary Borrower to repay (with applicable interest) the Loans made
to such Borrower or such Regular Subsidiary Borrower by such Lender in
accordance with the terms of this Agreement.

            (e) No Loan to Scotts Treasury EEIG may remain outstanding for more
than 11.5 months and, after any such Loan is repaid, there shall be a period of
at least two weeks during which Scotts Treasury EEIG has no Loan or other amount
outstanding under any Facility; provided that the Borrower may deliver a notice
to the Administrative Agent at any time directing that the restriction in this
subsection 2.8(e) shall cease to apply with respect to such Loan or such period
as are mentioned in any such notice.

            2.9 Facility Fee. The Borrower agrees to pay to the Administrative
Agent, for the account of each Revolving Credit Lender, a facility fee in
Dollars for the period from and including the Closing Date to the Revolving
Credit Termination Date, calculated as an amount equal to the product of (a) the
Facility Fee Rate and (b) the average daily amount of the Revolving Credit
Commitments of such Lender (regardless of usage) during the period for which
such facility fee is calculated, payable quarterly in arrears on the last day of
each March, June, September and December and on the Revolving Credit Termination
Date. Such payments shall commence on December 31, 2003, and such first payments
shall be for the period from the Closing Date through December 31, 2003. The
Borrower also agrees to pay to the Administrative Agent, (i) the fees described
in the Commitment Letter, dated September 5, 2003, from JPMCB and JPMSI to the
Borrower and (ii) the fees described in the Fee Letter.

            2.10 Termination or Reduction of Revolving Credit Commitments. (a)
Optional. The Borrower shall have the right, upon not less than five Business
Days' written notice to the Administrative Agent, to terminate the Revolving
Credit Commitments or, from time to time, reduce the amount of the Revolving
Credit Commitments, provided that (i) any such reduction shall be applied
ratably across the Facility A, Facility B, Facility C and Facility D (with
corresponding reductions across the Sterling Facility, the Australian Facility
and the Canadian Facility), (ii) any such reduction shall be accompanied by
prepayment of the Revolving Credit Loans under the applicable Revolving Facility
by the Borrower and/or any Regular Subsidiary
<PAGE>
                                                                              40


Borrower, as applicable, together with accrued interest on the amount so prepaid
to the date of such prepayment, to the extent, if any, the Available Facility A
Commitments, the Available Facility B Commitments, Available Facility C
Commitments or the Available Facility D Commitments would be negative, (iii) any
such termination of the Revolving Credit Commitments shall be accompanied by (A)
prepayment in full of the Revolving Credit Loans then outstanding hereunder, (B)
cash collateralization of all L/C Obligations then outstanding in accordance
with the provisions of subsection 2.13, and (C) payment of accrued interest
thereon to the date of such prepayment and the payment of any unpaid fees then
accrued hereunder (including, without limitation, in respect of any Letters of
Credit) and (iii) any termination of the Revolving Credit Commitments while
LIBOR Loans are outstanding under the Revolving Credit Commitments and any
reduction of the aggregate amount of the Revolving Credit Commitments that
reduces the amount of the Revolving Credit Commitments under any Revolving
Facility below the principal amount of the LIBOR Loans then outstanding
thereunder may be made only on the last day of the respective Interest Periods
for such LIBOR Loans. Upon receipt of such notice, the Administrative Agent
shall promptly notify each Lender thereof. Any such reduction shall be in an
amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or in
the case of a LIBOR borrowing in euros, an Optional Currency, the Dollar
Equivalent thereof) and shall reduce permanently the amount of the Revolving
Credit Commitments then in effect.

            (b) Mandatory. The Revolving Credit Commitments shall automatically
terminate on the Revolving Credit Termination Date and all Revolving Credit
Loans shall be repaid and to the extent any Letter of Credit remains outstanding
after the Revolving Credit Termination Date, the Borrower shall cash
collateralize such L/C Obligations (and the fees thereon) in accordance with the
provisions of subsection 2.13. The Revolving Credit Commitments shall also be
reduced in accordance with subsection 2.12.

            2.11 Optional Prepayments. The Borrower or any Regular Subsidiary
Borrower may, at any time and from time to time prepay the Term Loans or the
Revolving Loans, including Loans under any Facility, made to it hereunder, in
each case in whole or in part, without premium or penalty, upon at least four
Business Days' irrevocable notice to the Administrative Agent in the case of
LIBOR Loans, and two Business Days' irrevocable notice to the Administrative
Agent in the case of ABR Loans, specifying the date and amount of prepayment,
the relevant Facility and whether the prepayment is of LIBOR Loans, ABR Loans or
a combination thereof, and, if a combination thereof, the amount of prepayment
allocable to each. If such notice is given, the Borrower or the relevant Regular
Subsidiary Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein, together
with accrued interest to such date on the amount prepaid. Partial prepayments
shall be in an aggregate principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof (or in the case of a LIBOR borrowing in euros or an
Optional Currency, the Dollar Equivalent thereof), provided that unless a LIBOR
Loan is prepaid in full, no prepayment shall be made if, after giving effect to
such prepayment, the aggregate principal amount of LIBOR Loans in Dollars
outstanding with respect to which a common Interest Period has been selected
shall be less than $1,000,000 or, in the case of LIBOR Loans in euros or an
Optional Currency, after giving effect to such prepayment, the aggregate
principal amount of LIBOR Loans in euros or an Optional Currency outstanding
with respect to which a common Interest Period has been selected shall be less
than $2,500,000 or the Non-Dollar Currency Equivalent thereof.
<PAGE>
                                                                              41


            2.12 Mandatory Prepayments. (a) The Borrower, without notice or
demand, shall immediately prepay the Revolving Credit Loans under any Revolving
Facility, or cause such Loans to be prepaid by the Regular Subsidiary Borrowers,
to the extent, if any, that the Available Facility A Commitments, the Available
Facility B Commitments, the Available Facility C Commitments or the Available
Facility D Commitments, as the case may be, are negative, together with accrued
interest to the date of such prepayment on the amount so prepaid; provided that
if such prepayment is required solely as a result of a change in the aggregate
Dollar Equivalent of the Revolving Credit Loans in euros or an Optional
Currency, no prepayment shall be made unless such prepayment is required
pursuant to subsection 2.24 under the applicable Revolving Facility.

            (b) Unless the Required Prepayment Lenders shall otherwise agree,
until the Term Loans have been repaid in full, if any Capital Stock or other
equity shall be issued by the Borrower or any of its Subsidiaries (other than to
the Borrower or any Regular Subsidiary Borrower), an amount equal to 50% of the
Net Cash Proceeds thereof or the equivalent thereof shall be applied on the date
of such issuance toward the prepayment of the Term Loans as set forth in
subsection 2.12(g); provided that no prepayment under this subsection 2.12(b)
shall be required if the Leverage Ratio as most recently determined on or prior
to such date in accordance with this Agreement is less than 3.5 to 1.0.

            (c) Unless the Required Prepayment Lenders shall otherwise agree,
until the Term Loans have been repaid in full, if any Indebtedness shall be
incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness
incurred in accordance with subsection 7.6), the Borrower shall apply an amount
equal to 100% of the Net Cash Proceeds thereof or the equivalent thereof on the
date of such incurrence toward the prepayment of the Term Loans.

            (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 applied by the Borrower or its Subsidiaries toward the prepayment of
Term Loans and the reduction of the Revolving Credit Commitments as set forth in
Section 2.12(g); provided, that, notwithstanding the foregoing, (i) Net Cash
Proceeds of any Asset Sale specified in any Reinvestment Notice must be
reinvested within one year from the date such Net Cash Proceeds are received by
the Borrower or any of its Subsidiaries 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(g).

            (e) Unless the Required Prepayment Lenders shall otherwise agree,
until the Term Loans have been repaid in full, if, for any fiscal year of the
Borrower commencing with the fiscal year ending September 30, 2004, there shall
be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow
Application Date, apply the ECF Percentage of such Excess Cash Flow toward the
prepayment of the Term Loans. Each such prepayment and commitment reduction
shall be made on a date (an "Excess Cash Flow Application Date") no later than
five days after the earlier of (i) the date on which the financial statements of
the Borrower referred to in subsection 6.1(a), for the fiscal year with respect
to which such prepayment is made, are
<PAGE>
                                                                              42


required to be delivered to the Lenders and (ii) the date such financial
statements are actually delivered.

            (f) Unless the Required Prepayment Lenders shall otherwise agree, if
any Existing Senior Subordinated Notes remain outstanding as of July 31, 2004,
the Borrower shall make a prepayment of the Term Loans in an amount equal to the
aggregate principal amount thereof.

            (g) Unless the Required Prepayment Lenders shall otherwise agree,
amounts to be applied in connection with prepayments and Revolving Credit
Commitment reductions made pursuant to clause (d) of this subsection 2.12 shall
be applied, first, to the prepayment of the Term Loans until paid in full and,
second, to reduce permanently the Revolving Credit Commitments, ratably among
the Revolving Facilities; provided that amounts to be applied in connection with
Net Proceeds from any Asset Sale under clause (c) of subsection 7.9 shall be
applied, first, to reduce permanently the Revolving Credit Commitments, ratably
among the Revolving Facilities, and second, to the prepayment of the Term Loans.

            2.13 Cash Collateralization of Letters of Credit. To the extent that
at any time and from time to time, the L/C Obligations exceed the amount of the
L/C Commitments or the L/C Obligations under any Revolving Facility exceed the
Revolving Credit Commitments under such Revolving Facility (whether pursuant to
subsections 2.10, 2.11, 2.12 or otherwise), the Borrower shall cash
collateralize (in a manner reasonably satisfactory to the Administrative Agent)
such portion of the L/C Obligations (and the fees thereon through the stated
expiration date of the Letters of Credit giving rise to such L/C Obligations)
which is in excess of the L/C Commitments or such Revolving Credit Commitments,
as applicable.

            2.14 Conversion Options. The Borrower or any Regular Subsidiary
Borrower may elect from time to time to convert LIBOR Loans in Dollars under any
Revolving Facility to ABR Loans under such Revolving Facility, and may elect
from time to time to convert ABR Loans in Dollars under any Revolving Facility
to LIBOR Loans under such Revolving Facility, by giving the Administrative Agent
at least three Business Days' prior irrevocable written notice of such election
to convert (which date shall be a Business Day and in the case of any conversion
of any LIBOR Loans to ABR Loans, the last day of an Interest Period therefor),
the amount and type of conversion and, in the case of any conversion of ABR
Loans to LIBOR Loans, the Interest Period selected with respect thereto;
provided, however, that (i) ABR Loans may not be converted to LIBOR Loans when
any Default or Event of Default has occurred and is continuing without the
consent of the Administrative Agent and (ii) Swing Line Loans may not, at any
time, be converted to LIBOR Loans. All or any part of outstanding LIBOR Loans or
ABR Loans may be converted as provided herein, provided that partial conversions
of LIBOR Loans to ABR Loans shall be in an aggregate principal amount of
$2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to
LIBOR Loans with respect to which a common Interest Period has been selected
shall be in an aggregate principal amount of $5,000,000 or a whole multiple of
$2,500,000 in excess thereof, and provided, further, that in the case of a
partial conversion of LIBOR Loans to ABR Loans, after giving effect to such
conversion, the aggregate principal amount of the LIBOR Loans outstanding with
respect to which a common Interest Period has been selected shall be not less
than $5,000,000.
<PAGE>
                                                                              43


            (b) Any LIBOR Loans may be continued as such upon the expiration of
an Interest Period by compliance by the Borrower or the Regular Subsidiary
Borrowers with the notice provisions contained in the definition of Interest
Period, provided that no LIBOR Loan in Dollars may be continued as such when any
Default or Event of Default has occurred and is continuing, but shall be
automatically converted to an ABR Loan on the last day of the last Interest
Period for which a LIBOR Rate was determined by the Administrative Agent on or
prior to the Administrative Agent's obtaining knowledge of such Default or Event
of Default.

            (c) No conversion or continuation of any Revolving Credit Loans
under any Revolving Facility shall be made pursuant to this subsection 2.14 if,
after giving effect to such conversion or continuation the amount of the
Available Facility A Commitments, the Available Facility B Commitments, the
Available Facility C Commitments or the Available Facility D Commitments, as the
case may be, would be negative.

            (d) Conversions of Revolving Credit Loans in any currency to another
currency shall be made by repaying such Revolving Credit Loans and reborrowing
in such other currency in compliance with the provisions hereof.

            2.15 Interest Rate and Payment Dates.

            (a) Each LIBOR Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the LIBOR Rate
determined for such Interest Period plus the Applicable Margin.

            (b) Each ABR Loan shall bear interest for the period from and
including the date thereof until maturity at a rate per annum equal to the ABR
plus the Applicable Margin.

            (c) If all or a portion of (i) the principal amount of any Loan or
any reimbursement obligation, (ii) any interest payable thereon or (iii) any
facility fee, commission or other amount payable hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum which is (A) the rate
pursuant to paragraph (a) of this subsection plus 2% or (B) in the case of
amounts in Dollars, if higher, the rate described in paragraph (b) of this
subsection 2.15 plus 2%, in each case from the date of such non-payment until
such amount is paid in full (as well after as before judgment). The
Administrative Agent may choose any Interest Period from time to time (including
one Interest Period of shorter than one month) with respect to any overdue
amount bearing interest based upon paragraph (a) of this subsection.

            (d) Interest shall be payable in arrears on each Interest Payment
Date, except that interest payable pursuant to subsection 2.15(c) shall be
payable upon demand.

            2.16 Computation of Interest and Fees. Each determination of an
interest rate by the Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower and the Regular
Subsidiary Borrowers absent manifest error.

            (b) Interest (other than interest based on the Prime Rate) shall be
calculated on the basis of a 360-day year for the actual days elapsed (subject,
in the case of any LIBOR Loan in an Optional Currency, to any market convention
for a different basis as determined by the
<PAGE>
                                                                              44


Administrative Agent); and facility fees and interest based on the Prime Rate
shall be calculated on the basis of a 365- (366-, as the case may be) day year
for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the affected Lenders of each determination
of the LIBOR Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR, any LIBOR reserve requirements, the C/D Assessment Rate or
the C/D Reserve Percentage shall become effective as of the opening of business
on the day on which such change becomes effective. The Administrative Agent
shall as soon as practicable notify the Borrower and the affected Lenders of the
Closing Date and the amount of such change in interest rate.

            (c) The Administrative Agent shall, at the request of the Borrower
or a Regular Subsidiary Borrower or any Lender, deliver to the Borrower or a
Regular Subsidiary Borrower or such Lender a statement showing in reasonable
detail the calculations used by the Administrative Agent in determining any
interest rate pursuant to subsection 2.15, excluding any LIBOR Base Rate which
is based upon the British Bankers Assoc. Interest Settlement Rates Page.

            2.17 Inability to Determine Interest Rate. In the event that the
Reference Lenders shall have reasonably determined (which determination shall be
conclusive and binding upon the Borrower and the Regular Subsidiary Borrowers
absent manifest error) that by reason of circumstances affecting the interbank
eurocurrency market, adequate and reasonable means do not exist for ascertaining
the LIBOR Rate applicable pursuant to subsection 2.15(a) for any Interest Period
with respect to (a) a proposed Loan that has been requested be made as a LIBOR
Loan, (b) a LIBOR Loan that will result from the requested conversion of an ABR
Loan into a LIBOR Loan or (c) the continuation of LIBOR Loans beyond the
expiration of the then current Interest Period with respect thereto, the
Administrative Agent shall forthwith give telecopy or telephonic notice of such
determination, confirmed in writing, to the Borrower and the Lenders at least
one Business Day prior to, as the case may be, the requested Borrowing Date for
such LIBOR Loan, the conversion date of such ABR Loan or the last day of such
Interest Period. If such notice is given (i) any requested LIBOR Loan in Dollars
shall be made as an ABR Loan, (ii) any ABR Loan that was to have been converted
to a LIBOR Loan shall be continued as an ABR Loan, (iii) any outstanding LIBOR
Loan in Dollars shall be converted, on the last day of the then current Interest
Period with respect thereto, to an ABR Loan and (iv) the LIBOR Rate for such
Interest Period for any affected LIBOR Loans in euros or any Optional Currency
shall bear interest for such Interest Period at a rate reasonably determined by
the Administrative Agent as representing the cost to Lenders generally holding
such LIBOR Loans of funding such LIBOR Loans for such Interest Period plus the
Applicable Margin. Until such notice has been withdrawn by the Administrative
Agent, no further LIBOR Loans shall be made nor shall the Borrower have the
right to convert an ABR Loan to a LIBOR Loan. Such notice shall be withdrawn by
the Administrative Agent when the Administrative Agent shall reasonably
determine that adequate and reasonable means exist for ascertaining the LIBOR
Rate.

            2.18 Pro Rata Treatment and Payments. Each borrowing from the
Revolving Credit Lenders hereunder shall be made under the Revolving Facility
specified by the Borrower in accordance with subsections 2.4 and 2.5. The
borrowing of Term Loans hereunder shall be made ratably from the Term Lenders
according to their respective Term Percentages and any reduction of the
Revolving Credit Commitments under any Revolving Facility of the Lenders shall
be made ratably.
<PAGE>
                                                                              45


            (b) Each payment (including each prepayment) on account of principal
of and interest on the Revolving Credit Loans in any currency shall be made
ratably according to the respective outstanding principal amounts of such Loans
then held by the Revolving Credit Lenders, subject in the case of prepayments of
principal to any designation of the Administrative Agent pursuant to subsection
2.4. The Borrower or a Regular Subsidiary Borrower may select the currency or
currencies of any optional or mandatory prepayment of the Revolving Credit
Loans.

            (c) Each payment (including each prepayment) by the Borrower and the
Regular Subsidiary Borrowers on account of principal of and interest on the Term
Loans shall be made ratably according to the outstanding principal amounts of
such Term Loans. The amount of each principal prepayment of the Term Loans shall
be applied ratably to reduce the then remaining installments thereof, ratably
based upon the Dollar Equivalent of the then remaining principal amount thereof;
provided that any such principal payment pursuant to clause (b) of subsection
2.12 shall be applied to such installments in the direct order of maturity
thereof. Amounts prepaid on account of the Term Loans may not be reborrowed.

            (d) All payments (including prepayments) to be made by the Borrower
or any Regular Subsidiary Borrower hereunder, whether on account of principal,
interest, fees or otherwise, shall be made without set off or counterclaim and
shall be made prior to 12:00 Noon, New York City time, on the due date thereof
to the Administrative Agent, for the account of the relevant Lenders, at the
Administrative Agent's office specified in subsection 10.2, in Dollars or euros,
as applicable, and in immediately available funds (or in the case of any payment
in an Optional Currency, in the relevant Optional Currency and at the place and
time specified by the Administrative Agent from time to time). The
Administrative Agent shall distribute such payments to the relevant Lenders
promptly upon receipt in like funds as received. If any payment hereunder (other
than payments on LIBOR Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business Day
and such extension of time shall in such case be included in the computation of
the amount payable hereunder. If any payment on a LIBOR Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day.

            (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount that would constitute its share of the borrowing on such date
available to the Administrative Agent, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
Borrowing Date, and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower or the relevant Regular Subsidiary
Borrower a corresponding amount. If such amount is made available to the
Administrative Agent on a date after such Borrowing Date, such Lender shall pay
to the Administrative Agent on demand an amount equal to the product of (i) the
daily average Federal funds rate (or, in the case of any borrowing in euros or
an Optional Currency, the customary rate as selected by the Administrative Agent
for the settlement of obligations between banks) during such period as quoted by
the Administrative Agent, times (ii) the amount of such Lender's share of such
borrowing, times (iii) a fraction the numerator of which is the number of days
that elapse from
<PAGE>
                                                                              46


and including such Borrowing Date to the date on which such Lender's Revolving
Percentage or Term Percentage of such borrowing shall have become immediately
available to the Administrative Agent and the denominator of which is 360 (the
"Effective Interbank Rate"). A certificate of the Administrative Agent submitted
to any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such amount is so made
available, such payment to the Administrative Agent shall constitute such
Lender's Loan on such Borrowing Date for all purposes of this Agreement. If such
amount is not so made available to the Administrative Agent, then the
Administrative Agent shall notify the Borrower or the relevant Regular
Subsidiary Borrower of such failure and on the fourth Business Day following
such Borrowing Date, the Borrower or such Regular Subsidiary Borrower shall pay
to the Administrative Agent such ratable portion, together with interest thereon
for each day that the Borrower or such Regular Subsidiary Borrower had the use
of such ratable portion, at the Effective Interbank Rate. Nothing contained in
this subsection 2.18(e) shall relieve any Lender which has failed to make
available its ratable portion of any borrowing hereunder from its obligation to
do so in accordance with the terms hereof.

            (f) The failure of any Lender to make the Loan to be made by it on
any Borrowing Date shall not relieve any other Lender of its obligation, if any,
hereunder to make its Loan on such Borrowing Date, but no Lender shall be
responsible for the failure of any other Lender to make the Loan to be made by
such other Lender on such Borrowing Date.

            2.19 Illegality. Notwithstanding any other provisions herein, if any
introduction of or change in any law, regulation, treaty or directive or in the
interpretation or application thereof occurring after the date hereof shall make
it unlawful for any Lender to make or maintain LIBOR Loans as contemplated by
this Agreement, (a) such Lender shall forthwith give telecopy or telephonic
notice of such circumstances, confirmed in writing, to the Borrower or the
relevant Regular Subsidiary Borrower (which notice shall be withdrawn by such
Lender when such Lender shall reasonably determine that it shall no longer be
illegal for such Lender to make or maintain LIBOR Loans or to convert ABR Loans
to LIBOR Loans), (b) the commitment of such Lender hereunder to make LIBOR Loans
or to convert ABR Loans to LIBOR Loans shall forthwith be canceled and (c) such
Lender's Loans then outstanding as LIBOR Loans, if any, shall be, in the case of
Loans in Dollars, converted automatically to ABR Loans based upon the ABR on the
last day of the then current Interest Period with respect to such Loans or
within such earlier period as may be required by law and in the case of Loans in
euros or any Optional Currency, shall be prepaid on the last day of the then
current Interest Period with respect to such Loans or within such earlier period
as may be required by law. The Borrower and each Regular Subsidiary Borrower
hereby agrees promptly to pay the Administrative Agent for the account of each
Lender, upon demand by the Administrative Agent, any additional amounts
necessary to compensate the Lenders for any costs incurred by the Lenders in
making any conversion in accordance with this subsection 2.19, including, but
not limited to, any interest or fees payable by the Lenders to lenders of funds
obtained by them in order to make or maintain their LIBOR Loans hereunder (the
Administrative Agent's notice of such costs, as certified to the Borrower or
such Regular Subsidiary Borrower, to be conclusive, absent manifest error).

            2.20 Requirements of Law. (a) In the event that any introduction of
or change in any law, regulation, treaty or directive or in the interpretation
or application thereof occurring after the date hereof or compliance by any
Lender with any request or directive (whether or not
<PAGE>
                                                                              47


having the force of law) from any central bank or other governmental authority,
agency or instrumentality (including the National Association of Insurance
Commissioners):


                  (i) shall subject such Lender to any tax of any kind,
      whatsoever with respect to this Agreement, any Letter of Credit, any
      Application, any Loan or any LIBOR Loans made by it or its obligation to
      make LIBOR Loans or change the basis of taxation of payments to such
      Lender of principal, facility fee, interest or any other amount payable
      hereunder (other than Non-Excluded Taxes or changes in the rate of tax on
      the overall net income of such Lender)

                  (ii) shall impose, modify or hold applicable any reserve,
      special deposit, compulsory loan or similar requirement against assets
      held by, or deposits or other liabilities in or for the account of,
      advances or loans by, or other credit extended by, or any other
      acquisition of funds by, any office of such Lender which are not otherwise
      included in the determination of the LIBOR Rate hereunder, or

                  (iii) shall impose on such Lender or the eurocurrency market
      any other condition;

and the result of any of the foregoing is to increase the cost to such Lender
(which increase in cost shall be the result of such Lender's reasonable
allocation of the aggregate of such cost increases resulting from such events),
of making, renewing or maintaining LIBOR Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable thereunder then, in any
such case, the Borrower or the relevant Regular Subsidiary Borrower shall, upon
notice to it from such Lender (with a copy to the Administrative Agent)
certifying that (x) one of the events described in this subsection 2.20(a) has
occurred and the nature of such event, (y) the increased cost or reduced amount
resulting from such event and (z) the additional amounts demanded by such Lender
and a reasonably detailed explanation of the calculation thereof, promptly pay
to the Administrative Agent for the account of the applicable Lender, upon
demand by the Administrative Agent, without duplication, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable which such Lender deems to be material as determined in good faith by
such Lender with respect to this Agreement or the Loans made hereunder, provided
that, in any such case, the Borrower or the relevant Regular Subsidiary Borrower
(if otherwise not prohibited hereunder) may elect to convert the LIBOR Loans in
Dollars made hereunder to ABR Loans by giving such Lender and the Administrative
Agent at least one Business Day's prior irrevocable notice of such election in
which case the Borrower or relevant Regular Subsidiary Borrower shall promptly
pay the Administrative Agent for the account of the applicable Lender, upon
demand by the Administrative Agent, without duplication, any loss or expense
incurred by such Lender in liquidating or re-employing the deposits from which
the funds were obtained by such Lender for the purpose of making and/or
maintaining such LIBOR Loans, together with any amount due under this subsection
2.20(a) in respect of the period prior to such conversion. If such Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify the Borrower or the relevant Regular Subsidiary Borrower
of the event by reason of which it has become so entitled.
<PAGE>
                                                                              48


            (b) In the event that any Lender shall have determined that any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letters of Credit to a
level below that which such Lender or such corporation could have achieved but
for such change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, within 15 days after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor certifying that (x) one of the events
described in this subsection 2.20(b) has occurred and the nature of such event,
(y) the increased cost or reduced amount resulting from such event and (z) the
additional amounts demanded by such Lender and a reasonably detailed explanation
of the calculation thereof, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction.

            (c) A certificate as to any additional amounts payable pursuant to
paragraphs (a) and (b) above submitted by any Lender to the Borrower or a
Regular Subsidiary Borrower shall be conclusive absent manifest error.

            2.21 Indemnity. The Borrower and each Regular Subsidiary Borrower
agrees to indemnify each Lender and to hold each Lender harmless from any loss
or expense which such Lender may sustain or incur as a consequence of (a)
default by the Borrower or such Regular Subsidiary Borrower in payment of the
principal amount of or interest on any LIBOR Loans including, but not limited
to, any such loss or expense arising from interest or fees payable by such
Lender to lenders of funds obtained by them in order to maintain their LIBOR
Loans, (b) default by the Borrower or such Regular Subsidiary Borrower in making
LIBOR Loans or conversion after the Borrower or such Regular Subsidiary Borrower
has given a notice in accordance with subsection 2.5 or 2.14, (c) default by the
Borrower or such Regular Subsidiary Borrower in making any prepayment of a LIBOR
Loan after the Borrower or such Regular Subsidiary Borrower has given a notice
in accordance with subsection 2.11, and (d) the making of any payment or
conversion of LIBOR Loans on a day which is not the last day of the applicable
Interest Period with respect thereto, including, but not limited to, any such
loss or expense arising from interest or fees payable by the Lenders to lenders
of funds obtained by them in order to maintain their LIBOR Loans hereunder. This
covenant shall survive termination of this Agreement and payment of the
outstanding Notes. The obligations of indemnity of each of the respective
Regular Subsidiary Borrowers hereunder are limited only to the loss and expense
described herein arising from or as a result of any act or omission by such
Regular Subsidiary Borrower, and are not, and shall not be deemed to be, the
joint and several obligations of each such Regular Subsidiary Borrower as to any
loss or expense arising from or as a result of any act or omission by the
Borrower or the other Regular Subsidiary Borrower.

            2.22 Taxes. (a) Except as provided below in this subsection, all
payments made by the Borrower or any Subsidiary Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or
<PAGE>
                                                                              49


hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding the following taxes ("Excluded Taxes") (x) taxes measured
by or imposed upon the overall net income of any Lender or its applicable
lending office, or any branch or affiliate thereof, and (y) all franchise taxes
or branch taxes imposed upon any Lender or its applicable lending office, or any
branch or affiliate thereof, in each case imposed: (i) by the jurisdiction under
the laws of which such Lender, applicable lending office, branch or affiliate is
organized or is located, or in which its principal executive office is located,
or any nation within which such jurisdiction is located or any political
subdivision thereof; or (ii) by reason of any connection between the
jurisdiction imposing such tax and such Lender, applicable lending office,
branch or affiliate other than a connection arising solely from such Lender
having executed, delivered or performed its obligations under, or received
payment under or enforced, this Agreement. If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
the Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement, provided, however, that the
Borrower and/or such Subsidiary Borrower shall be entitled to deduct and
withhold any Non-Excluded Taxes and shall not be required to increase any such
amounts payable to any Lender that are attributable to (i) such Lender's failure
to comply with the requirements of paragraph (b) of this subsection or (ii) the
Lender's failure at all times during which it is a party to this Agreement to
comply with the requirements of subsection 2.1, 2.4 or 2.6 unless such failure
is due to a change in treaty, law or regulation or any application or
interpretation thereof. Whenever any Non-Excluded Taxes are payable by the
Borrower or any Subsidiary Borrower, as promptly as possible thereafter the
applicable Borrower or Subsidiary Borrower shall send to the Administrative
Agent for its own account or for the account of such Lender, as the case may be,
a certified copy of an original official receipt received by such Borrower or
such Subsidiary Borrower showing payment thereof. If the Borrower or any
Subsidiary Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, such Borrower or
Subsidiary Borrower shall indemnify the Administrative Agent and the Lenders for
any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

            (b) (1) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

            (X) (i) on or before the date of any payment by the Borrower or any
      Regular Subsidiary Borrower under this Agreement or any Notes to such
      Lender, deliver to the Borrower and the Administrative Agent two duly
      completed copies of United States Internal Revenue Service Form W-8BEN or
      W-8ECI, as applicable, or such successor applicable form, statement or
      certificate, as the case may be, certifying that it is entitled to an
      exemption from United States backup withholding tax or is entitled receive
      payments under this Agreement and any Notes without deduction or
      withholding (or,
<PAGE>
                                                                              50


      upon the prior written consent of the Borrower, at a reduced rate of
      withholding) of any United States federal income taxes;

                  (ii) deliver to the Borrower and the Administrative Agent two
      further copies of any such form or certification on or before the date
      that any such form or certification expires or becomes obsolete and after
      the occurrence of any event requiring a change in the most recent form
      previously delivered by it to the Borrower or such Domestic Subsidiary
      Borrower; and

                  (iii) obtain such extensions of time for filing and complete
      such forms or certifications as may reasonably be requested by the
      Borrower or the Administrative Agent;

            (Y) in the case of any such Lender that is not a "bank" within the
      meaning of Section 881(c)(3)(A) of the Code, (i) represent to the Borrower
      (for the benefit of each of the Borrower, the relevant Subsidiary
      Borrowers and the Administrative Agent) that it is not a bank within the
      meaning of Section 881(c)(3)(A) of the Code, (ii) agree to furnish to the
      Borrower on or before the date of any payment by the Borrower or any
      Domestic Subsidiary Borrower, with a copy to the Administrative Agent, (A)
      a certificate substantially in the form of Exhibit D (any such certificate
      a "U.S. Tax Compliance Certificate") and (B) two accurate and complete
      original signed copies of Internal Revenue Service Form W-8 BEN or W-8
      ECI, as applicable, or successor applicable form certifying to such
      Lender's legal entitlement at the date of such certificate to an exemption
      from U.S. withholding tax under the provisions of Sections 871(h), 881(c)
      and 1441(c)(9) of the Code with respect to payments to be made under this
      Agreement and any Notes (and to deliver to the Borrower and the
      Administrative Agent two further copies of such form on or before the date
      it expires or becomes obsolete and after the occurrence of any event
      requiring a change in the most recently provided form and, if necessary,
      obtain any extensions of time reasonably requested by the Borrower or the
      Administrative Agent for filing and completing such forms), and (iii)
      agree, to the extent legally entitled to do so, upon reasonable request by
      the Borrower, to provide to the Borrower (for the benefit of each of the
      Borrower, the Domestic Subsidiary Borrowers and the Administrative Agent)
      such other forms as may be reasonably required in order to establish the
      legal entitlement of such lender to an exemption from withholding with
      respect to payments under this Agreement and any Notes, provided that in
      determining the reasonableness of a request under this clause (iii) such
      Lender shall be entitled to consider the cost (to the extent unreimbursed
      by the Borrower) which would be imposed on such Lender of complying with
      such request;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent.

            (2) Each Lender that is not incorporated or organized under the laws
of the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or
organized or is not a resident for taxation purposes of such Foreign Subsidiary
Borrower's country of tax residence,
<PAGE>
                                                                              51


shall upon written request by such Foreign Subsidiary Borrower, deliver to such
Foreign Subsidiary Borrower or the applicable Governmental Authority or taxing
authority, as the case may be, any form or certificate required in order that
any payment by such Foreign Subsidiary Borrower under this Agreement or any
Notes to such Lender may be made free and clear of, and without deduction or
withholding for or on account of any tax (or to allow any such deduction or
withholding to be at a reduced rate) imposed on such payment under the laws of
the jurisdiction under which such Foreign Subsidiary Borrower is incorporated or
organized or is otherwise a resident for taxation purposes, provided that such
Lender is legally entitled to complete, execute and deliver such form or
certificate and such completion, execution or submission would not materially
prejudice the legal position of such Lender.

            2.23 Use of Proceeds. (a) The proceeds of the Term Loans on the
Closing Date shall be used (i) for the repayment in full of the loans under the
Existing Credit Agreement and the payment in full of any and all other amounts
owing to the lenders under the Existing Credit Agreement and (ii) to redeem the
Existing Senior Subordinated Notes (collectively, and together with any related
transactions, the "Refinancing").

            (b) The Revolving Facilities and the proceeds of the Revolving
Credit Loans shall be used by the Borrower and the Regular Subsidiary Borrowers
(i) for the issuance of Letters of Credit, (ii) for working capital and other
general corporate purposes of the Borrower and its Subsidiaries, (iii) for
acquisitions in accordance with the terms of subsection 7.3 and (iv) to redeem
any Existing Senior Subordinated Notes outstanding after the Closing Date;
provided that, notwithstanding the foregoing, none of the proceeds of the
Revolving Credit Loans may be used to finance any Hostile Take-Over Bid.

            2.24 Controls on Prepayment if Aggregate Revolving Extensions of
Credit Exceed Aggregate Revolving Credit Commitments. (a) The Borrower will
implement and maintain internal controls to monitor the borrowings and
repayments of Revolving Credit Loans by both the Borrower and the relevant
Regular Subsidiary Borrowers and the issuance of and drawings under Letters of
Credit, with the object of preventing any request for an Extension of Credit
that would result in the Available Facility A Commitments, the Available
Facility B Commitments the Available Facility C Commitments or the Available
Facility D Commitments becoming negative by more than 5% of the Revolving Credit
Commitments under the relevant Revolving Facility, and, if such Commitments are
negative by more than 5%, the Borrower will promptly notify the Administrative
Agent.

            (b) The Administrative Agent will calculate the Available Facility A
Commitments, the Available Facility B Commitments the Available Facility C
Commitments or the Available Facility D Commitments from time to time, and in
any event not less frequently than once during each calendar quarter. In making
such calculations, the Administrative Agent will rely on the information most
recently received by it from the Swing Line Lenders in respect of outstanding
Swing Line Loans and from the Issuing Lenders in respect of outstanding L/C
Obligations.

            (c) In the event that on any date the Administrative Agent
calculates that (i) the Available Facility A Commitments, the Available Facility
B Commitments the Available Facility C Commitments or the Available Facility D
Commitments have become negative solely as a
<PAGE>
                                                                              52


result of a change in the aggregate Dollar Equivalent of the Revolving Credit
Loans under such Revolving Facility in euros or in Optional Currencies, by more
than 5%, the Administrative Agent will give notice to such effect to the
Borrower or any such Regular Subsidiary Borrower and the Lenders. Within five
Business Days of receipt of any such notice, the Borrower or any such Regular
Subsidiary Borrower will, as soon as practicable but in any event within five
Business Days of receipt of such notice, first, make such repayments or
prepayments of Revolving Credit Loans under the relevant Revolving Facility
(together with interest accrued to the date of such repayment or prepayment),
second, pay any Reimbursement Obligations under such Revolving Facility then
outstanding and, third, cash collateralize any outstanding L/C Obligations under
such Revolving Facility on terms reasonably satisfactory to the Administrative
Agent as shall be necessary to cause the Available Facility A Commitments, the
Available Facility B Commitments the Available Facility C Commitments or the
Available Facility D Commitments, as applicable, not to be negative. If any such
repayment or prepayment of a LIBOR Loan pursuant to this subsection occurs on a
day which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to the Lenders such amounts, if any, as may be
required pursuant to subsection 2.21.

            2.25 Lending Installations. (a) Subject to subsection 2.1, 2.4 and
2.6 each Lender may book its Loans at any Lending Installation selected by such
Lender and may change its Lending Installation from time to time. All terms of
this Agreement shall apply to any such Lending Installation and the Loans made
hereunder shall be deemed held by each Lender for the benefit of such Lending
Installation. Each Lender may, by written notice to the Administrative Agent and
the Borrower in accordance with subsection 10.2 and subject always to subsection
2.1, 2.4 and 2.6 designate replacement or additional Lending Installations
through which Loans will be made by it and for whose account Loan payments are
to be made.

            (b) Each Lender agrees that, upon the occurrence of any event giving
rise to the operation of subsection 2.20 or 2.22(a) with respect to such Lender,
it will, if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another Lending
Installation for any Loans affected by such event with the object of avoiding
the consequences of such event; provided, that such designation is made on terms
that, in the sole judgment of such Lender, cause such Lender and any of its
Lending Installations to suffer no economic, legal or regulatory disadvantage,
and provided, further, that nothing in this subsection 2.25(b) shall affect or
postpone any of the obligations of the Borrower or any Regular Subsidiary
Borrower or the rights of any Lender pursuant to subsection 2.20 or 2.22(a).

            2.26 Notices to Lenders. All notices under this Section 2 to Lenders
by the Borrower, any Regular Subsidiary Borrower or the Administrative Agent,
and all payments by the Administrative Agent to the Lenders, shall be made to
the respective Lending Installations of the Lenders maintaining the relevant
Loans or Commitments.

            2.27 Revolving Commitment Increases and Changes. (a) From time to
time the Borrower may, with the consent of the Administrative Agent and one or
more (i) of the Revolving Credit Lenders and/or (ii) banks or other financial
institutions arranged by JPMSI in consultation with the Borrower (each such
entity a "New Revolving Credit Lender"), increase the Total Revolving Credit
Commitments by an aggregate amount of up to $50,000,000, which increase shall be
provided by such Revolving Credit Lenders and/or New Revolving Credit
<PAGE>
                                                                              53


Lenders and which may be applied to each of or any of the Revolving Facilities
as agreed by the Borrower and the Administrative Agent. Any such increase in the
Total Revolving Credit Commitments shall be evidenced by (x) in the case of
clause (i) above, the execution and delivery by the Borrower, the Regular
Subsidiary Borrowers, the Administrative Agent and such Revolving Credit Lender
of a Commitment Increase Supplement, substantially in the form of Exhibit E (a
"Commitment Increase Supplement") and (y) in the case of clause (ii) above, the
execution and delivery by the Borrower, the Subsidiary Borrowers, the
Administrative Agent and such New Revolving Credit Lender of a New Lender
Supplement, substantially in the form of Exhibit F (a "New Lender Supplement"),
and shall be effective as of the date specified for effectiveness in such
Commitment Increase Supplement or New Lender Supplement, as the case may be,
whereupon such Revolving Credit Lender or New 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 in respect of each such Revolving
Facility as so increased or provided, and Schedule 1 shall be deemed to be
amended to so increase the Revolving Credit Commitment under each such Revolving
Facility and/or add the name and Revolving Credit Commitment of such New
Revolving Credit Lender.

            (b) At the request of the Borrower and with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld), a
Revolving Credit Lender may from time to time either (i) increase (including
from zero) its Facility B Commitment, Facility C Commitment or Facility D
Commitment (with a concomitant increase as appropriate in its Sterling
Commitment, Canadian Dollar Commitment or Australian Dollar Commitment) or (ii)
establish a new Revolving Facility (such as a "Facility E" or "Facility F") and
a related local facility with a commitment thereunder and, in either case,
equivalently reduce its commitment under one of its other Revolving Facilities
which is Facility A, Facility B, Facility C or Facility D (with a concomitant
reduction as appropriate in its Sterling Commitment, Canadian Dollar Commitment
or Australian Dollar Commitment). Any such increase or establishment and
equivalent reduction shall be evidenced by the execution and delivery by the
Borrower, the Subsidiary Borrowers, the Administrative Agent and such Revolving
Credit Lenders of documentation satisfactory to such parties providing for such
increase or establishment and equivalent reduction and any amendments to this
Section 2 and to the relevant annexes hereto (including the inclusion of a new
annex) as are necessary or appropriate to afford such parties with the benefits
of this Agreement and the rights and remedies hereunder for such increase or
such new Revolving Facility and any related local facility as are comparable to
the benefits hereof and the rights and remedies hereunder for the existing
Revolving Facilities.

            (c) If, on the date upon which the Revolving Credit Commitment of
any Revolving Credit Lender under any Revolving Facility is increased pursuant
to subsection 2.27(a) or there is an increase in or establishment of a Revolving
Facility and an equivalent reduction in any other Revolving Facility pursuant to
subsection 2.27(b), there is an unpaid principal amount of Revolving Credit
Loans under any Revolving Facility affected thereby the Borrower or any Regular
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 ratable basis, based on the revised Revolving Credit Commitments
as then in effect under the relevant Revolving Facilities) and (B)
<PAGE>
                                                                              54


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 ratably based on the revised Commitments
under the relevant Revolving Facilities 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 ratable
basis, based on the Revolving Facilities as then in effect).

            (d) Notwithstanding anything to the contrary in this subsection
2.27, (i) in no event shall any transaction effected pursuant to this subsection
2.27 cause the aggregate Revolving Credit Commitments to exceed $750,000,000,
less the aggregate amount of any 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 under any Revolving
Facility unless it agrees to do so in its sole discretion. Each Commitment
Increase Supplement shall be deemed to be a supplement to this Agreement.

            SECTION 3. LETTER OF CREDIT FACILITIES

            3.1 L/C Commitment. (a) Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Lenders set forth
in subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit")
under any Revolving Facility for the account of the Borrower or any Regular
Subsidiary Borrower on any Business Day during the Revolving Credit Commitment
Period in such form as may be approved from time to time by the Issuing Lender;
provided that the Issuing Lender shall not have any obligation to issue any
Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Commitment or (ii) the Available Facility A
Commitments, the Available Facility B Commitments the Available Facility C
Commitments or the Available Facility D Commitments would be negative. Each
Letter of Credit shall (i) be denominated in Dollars, euros or in any Optional
Currency, (ii) be either (x) a standby letter of credit (a "Standby L/C") issued
to support obligations of the Borrower or any Regular Subsidiary Borrower,
contingent or otherwise, with an expiry date occurring not later than one year
after such standby L/C was issued (which expiry date may be subject to one or
more automatic extensions of one year or less unless 60-day notice, or such
other notice as is satisfactory to the Borrower and the Issuing Lender, is given
that any such extension shall not be effective) or (y) a documentary letter of
credit in respect of the purchase of goods or services by the Borrower and its
Subsidiaries in the ordinary course of business with an expiry date occurring
not later than one year after such documentary letter of credit was issued and,
in the case of any such documentary letter of credit which is to be accepted by
the Issuing Lender pending payment at a date after presentation of sight drafts,
with a payment date no more than one year after such drafts were presented for
acceptance (a "Trade L/C") and (iii) expire no later than five days before the
Revolving Credit Termination Date.

            (b) Each Standby L/C shall be subject to the International Standby
Practices and each Trade L/C shall be subject to the Uniform Customs and, in
each case, to the extent not inconsistent therewith, the laws of the State of
New York.
<PAGE>
                                                                              55


            (c) The Issuing Lender shall at no time be obligated to issue any
Letter of Credit hereunder if such issuance would conflict with, or cause the
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

            (d) Notwithstanding anything to the contrary contained herein, each
Letter of Credit outstanding under the Existing Credit Agreement on the
Effective Date shall be deemed to be issued and outstanding under this Agreement
as of the Effective Date.

            3.2 Procedure for Issuance of Letters of Credit. The Borrower or any
Regular Subsidiary Borrower may from time to time request that the Issuing
Lender issue a Letter of Credit under any Revolving Facility by delivering to
the Issuing Lender (with a copy to the Administrative Agent) at its address for
notices specified herein an Application therefor, completed to the satisfaction
of the Issuing Lender, and such other certificates, documents and other papers
and information as the Issuing Lender may reasonably request. Upon receipt of
any Application, the Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than four
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Lender and the Borrower or any relevant
Regular Subsidiary Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower, to the Administrative Agent and to any
relevant Regular Subsidiary Borrower promptly following the issuance thereof.

            3.3 Fees, Commissions and Other Charges. (a) The Borrower or the
relevant Regular Subsidiary Borrower shall pay to the Administrative Agent, for
the ratable account of the Issuing Lender and the L/C Participants under the
relevant Revolving Facility, a letter of credit commission in Dollars with
respect to each Trade L/C issued by the Issuing Lender (i) in an amount equal to
the Dollar Equivalent of such issuance and payment fees as have been agreed upon
by the Borrower and the Issuing Lender and (ii) in an amount equal to the
product of, on the date on which such commission is calculated, (A) the rate per
annum equal to the Applicable Margin in respect of LIBOR Loans that are
Revolving Credit Loans and (B) the Dollar Equivalent of the aggregate amount
available to be drawn under each Letter of Credit (plus an additional 1/4 of 1%
per annum which shall be payable for the account of the Issuing Lender). Such
letter of credit commissions shall be payable in arrears on the last day of each
March, June, September and December and shall be nonrefundable.

            (b) The Borrower or the relevant Regular Subsidiary Borrower shall
pay to the Administrative Agent, for the ratable account of the Issuing Lender
and the L/C Participants under the relevant Revolving Facility, a letter of
credit commission in Dollars with respect to each Standby L/C issued by the
Issuing Lender, computed for the period from the date of such payment to the
date upon which the next such payment is due hereunder in an amount equal to the
product of (i) the rate equal to the Applicable Margin in respect of LIBOR Loans
that are Revolving Credit Loans in effect on the date on which such commission
is calculated and (ii) the Dollar Equivalent of the aggregate amount available
to be drawn under such Standby L/C on the date on which such commission is
calculated (plus an additional 1/4 of 1% per annum which shall
<PAGE>
                                                                              56


be payable for the account of the Issuing Lender). The Borrower or the relevant
Regular Subsidiary Borrower shall also pay to the Administrative Agent, for the
account of the Issuing Lender, such issuance fees as have been agreed upon by
the Borrower or the relevant Regular Subsidiary Borrower and the Issuing Lender.
Such letter of credit commissions shall be payable in arrears on the last day of
each March, June, September and December and shall be nonrefundable.

            (c) In addition to the foregoing fees and commissions, the Borrower
or the relevant Regular Subsidiary Borrower shall pay or reimburse the Issuing
Lender for such normal and customary costs and expenses as are incurred or
charged by the Issuing Lender in issuing, effecting payment under, amending or
otherwise administering any Letter of Credit issued by it.

            (d) The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Lender and the L/C Participants under the
relevant Revolving Facility all fees and commissions received by the
Administrative Agent for their respective accounts pursuant to this subsection
3.3.

            3.4 L/C Participation. (a) The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant under the relevant Revolving
Facility, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each such L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's ratable share of the
Revolving Facility under which such Letter of Credit is to be issued in the
Issuing Lender's obligations and rights under each Letter of Credit issued
hereunder under such Revolving Facility and the amount of each draft paid by the
Issuing Lender thereunder. Each such L/C Participant unconditionally and
irrevocably agrees with the Issuing Lender that, if a draft is paid under any
such Letter of Credit for which the Issuing Lender is not reimbursed in full by
the Borrower or the relevant Regular Subsidiary Borrower in accordance with the
terms of this Agreement, such L/C Participant shall pay to the Issuing Lender
upon demand at the Issuing Lender's address for notices specified herein an
amount equal to such L/C Participant's ratable share of the Revolving Facility
under which such Letter of Credit was issued of the amount of such draft, or any
part thereof, which is not so reimbursed.

            (b) If any amount required to be paid by any L/C Participant under
any Revolving Facility to the Issuing Lender pursuant to subsection 3.4(a) in
respect of any unreimbursed portion of any payment made by the Issuing Lender
under any Letter of Credit issued under such Revolving Facility is not paid to
the Issuing Lender within three Business Days after the date such payment is
due, such L/C Participant shall pay to the Issuing Lender on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
funds rate, as quoted by the Issuing Lender, during the period from and
including the date such payment is required to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the
denominator of which is 360. If any such amount required to be paid by any such
L/C Participant pursuant to subsection 3.4(a) is not in fact made available to
the Issuing Lender by such L/C Participant within three Business Days after the
date such payment is due, the Issuing Lender shall be entitled to recover from
such L/C Participant, on demand, such
<PAGE>
                                                                              57


amount with interest thereon calculated from such due date at the rate per annum
applicable to ABR Loans that are Revolving Credit Loans hereunder. A certificate
of the Issuing Lender submitted to any L/C Participant with respect to any
amounts owing under this subsection shall be conclusive in the absence of
manifest error.

            (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit issued under any Revolving Facility and has received
from any L/C Participant its ratable share of such payment in accordance with
subsection 3.4(a), the Issuing Lender receives any payment related to such
Letter of Credit (whether directly from the Borrower, the relevant Regular
Subsidiary Borrower or otherwise), or any payment of interest on account
thereof, the Issuing Lender will distribute to such L/C Participant its ratable
share thereof; provided, however, that in the event that any such payment
received by the Issuing Lender shall be required to be returned by the Issuing
Lender, such L/C Participant shall return to the Issuing Lender the portion
thereof previously distributed by the Issuing Lender to it.

            3.5 Reimbursement Obligation of the Borrower. The Borrower or the
relevant Regular Subsidiary Borrower agrees to reimburse the Issuing Lender on
each date on which the Issuing Lender notifies the Borrower or the relevant
Regular Subsidiary Borrower of the date and amount of a draft presented under
any Letter of Credit and paid by the Issuing Lender for the amount of (a) such
draft so paid and (b) any taxes (other than Excluded Taxes), fees, charges or
other costs or expenses incurred by the Issuing Lender in connection with such
payment; provided that upon the acceleration of such reimbursement obligations
in accordance with Section 8, the Borrower or the relevant Regular Subsidiary
Borrower agrees to reimburse the Issuing Lender for the amount equal to the then
maximum liability (whether direct or contingent) of the Issuing Lender and the
L/C Participants under such Letter of Credit. Each such payment shall be made to
the Issuing Lender, at its address for notices specified herein in the currency
in which such Letter of Credit is denominated (except that, in the case of any
Letter of Credit denominated in euros or any Optional Currency, in the event
that such payment is not made to the Issuing Lender within three Business Days
of the date of receipt by the Borrower or any relevant Regular Subsidiary
Borrower of such notice, upon notice by the Issuing Lender to the Borrower or
the relevant Regular Subsidiary Borrower, such payment shall be made in Dollars,
in an amount equal to the Dollar Equivalent of the amount of such payment
converted on the date of such notice into Dollars at the spot rate of exchange
on such date) and in immediately available funds, on the date on which the
Borrower or any relevant Regular Subsidiary Borrower (on behalf of itself or
such Regular Subsidiary Borrower, as the case may be) receives such notice, if
received prior to 11:00 A.M., New York City time, on a Business Day and
otherwise on the next succeeding Business Day. Any conversion by the Issuing
Lender of any payment to be made by the Borrower or any Regular Subsidiary
Borrower in respect of any Letter of Credit denominated in euros or any Optional
Currency into Dollars in accordance with this subsection 3.5 shall be conclusive
and binding upon such Borrower or such relevant Regular Subsidiary Borrower and
the Lenders in the absence of manifest error; provided that upon the request of
any Lender, the Issuing Lender shall provide to such Lender a certificate
including reasonably detailed information as to the calculation of such
conversion.

            3.6 Obligations Absolute. The Borrower's and any relevant Regular
Subsidiary Borrower's obligations under this Section 3 shall be absolute and
unconditional under any and all circumstances and irrespective of any set-off,
counterclaim or defense to payment which the
<PAGE>
                                                                              58


Borrower or any relevant Regular Subsidiary Borrower may have or have had
against the Issuing Lender or any beneficiary of a Letter of Credit. The
Borrower also agrees with the Issuing Lender that the Issuing Lender shall not
be responsible for, and the Borrower's or such relevant Regular Subsidiary
Borrower's Reimbursement Obligations under subsection 3.5 shall not be affected
by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower, any
relevant Regular Subsidiary Borrower and any beneficiary of any Letter of Credit
or any other party to which such Letter of Credit may be transferred or any
claims whatsoever of the Borrower or relevant Regular Subsidiary Borrower
against any beneficiary of such Letter of Credit or any such transferee. The
Issuing Lender shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit issued by it, except for
errors or omissions caused by the Issuing Lender's gross negligence or willful
misconduct. The Borrower and any relevant Regular Subsidiary Borrower agrees
that any action taken or omitted by the Issuing Lender under or in connection
with any Letter of Credit issued by it or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the State
of New York, shall be binding on the Borrower or any relevant Regular Subsidiary
Borrower and shall not result in any liability of the Issuing Lender to the
Borrower or any relevant Regular Subsidiary Borrower.

            3.7 Increased Costs. If the adoption of or any change in any law or
regulation or in the interpretation thereof after the date hereof by any court
or administrative or Governmental Authority charged with the administration
thereof shall either (i) impose, modify or deem applicable any reserve, special
deposit or similar requirement against Letters of Credit issued by the Issuing
Lender or participated in by the Lenders or (ii) impose on any Lender any other
condition regarding any Letter of Credit, and the result of any event referred
to in clauses (i) or (ii) above shall be to increase the cost to the Issuing
Lender or any Lender of issuing or maintaining such Letter of Credit (or its
participation therein, as the case may be) (which increase in cost shall be the
result of the Issuing Lender's or such Lender's reasonable allocation of the
aggregate of such cost increases resulting from such events), then, upon notice
to it from the Issuing Lender or such Lender (with a copy to the Administrative
Agent) certifying that (x) one of the events herein above described has occurred
and the nature of such event, (y) the increased cost or reduced amount resulting
from such event and (z) the additional amounts demanded by the Issuing Lender or
such Lender, as the case may be, and a reasonably detailed explanation of the
calculation thereof, the Borrower shall immediately pay to such Issuing Lender
or such Lender, as the case may be, from time to time as specified by the
Administrative Agent or such Lender, additional amounts which shall be
sufficient to compensate such Issuing Lender or such Lender for such increased
cost, together with interest on each such amount from the date demanded until
payment in full thereof at the rate provided in subsection 3.3. A certificate as
to the fact and amount of such increased cost incurred by the Issuing Lender or
such Lender as a result of any event mentioned in clauses (i) or (ii) above,
submitted by the Issuing Lender or such Lender to the Borrower, shall be
conclusive, absent manifest error.

            3.8 Letter of Credit Payments. If any draft in Dollars, euros or in
any Optional Currency shall be presented for payment under any Letter of Credit,
the Issuing Lender shall promptly notify the Borrower and the Administrative
Agent of the date and amount of the
<PAGE>
                                                                              59


Dollars, euros or the Optional Currency thereof. The responsibility of the
Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such Letter of Credit.

            (a) Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Agreement, the provisions of this Agreement shall apply.

            (b) Purpose of the Letters of Credit. The Letters of Credit shall be
used for any lawful purposes requested by the Borrower or any Regular Subsidiary
Borrower.

            SECTION 4. REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders and the Administrative Agent to enter
into this Agreement and to make the Loans and issue or participate in the
Letters of Credit herein provided for, the Borrower hereby represents and
warrants to the Administrative Agent and to each Lender that:

            4.1 Financial Condition. (a) The unaudited pro forma consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at June 30,
2003 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of
which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Refinancing and (ii) the payment of fees and expenses in connection with the
Refinancing. The Pro Forma Balance Sheet has been prepared based on the best
information available to the Borrower as of the date of delivery thereof, and
presents fairly on a pro forma basis the estimated financial position of
Borrower and its consolidated Subsidiaries as at June 30, 2003, assuming that
the events specified in the preceding sentence had actually occurred at such
date.

            (b) The consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at September 30, 2002 and the related consolidated
statements of income and of cash flows for the fiscal year ended on such date,
reported on by PriceWaterhouseCoopers LLP and the unaudited consolidated
statements of income and of cash flows for the fiscal quarter ended June 30,
2003, copies of which have heretofore been delivered to each of the Lenders, are
complete and correct and present fairly in all material respects the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such respective dates, and the consolidated results of their
operations and their consolidated cash flows for the fiscal year or fiscal
period then ended. All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants and as disclosed therein). Neither the Borrower nor any of its
consolidated Subsidiaries had, at the date of the balance sheet referred to
above, any material obligation, contingent liability or liability for taxes, or
any long-term lease or unusual forward or long-term commitment, including
without limitation, any interest rate or foreign currency swap or exchange
transaction, which is not reflected in the foregoing statements
<PAGE>
                                                                              60


or in Schedule 4.1. Since September 30, 2002 there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

            4.2 Corporate Existence; Compliance with Law. Each of the Borrower
and its Material Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, (b) has
the corporate or other power and authority and the legal right to own and
operate its property, to lease the property it leases and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other applicable entity and in good standing under the laws of
any jurisdiction where its ownership, lease or operation of property or the
conduct or proposed conduct of its business requires such qualification, except
where the failure to so qualify would not, in any instance or in the aggregate,
reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all material Requirements of Law applicable to it or its
business, provided that the provisions of this clause (d) do not restrict or
limit the applicability of any knowledge or other qualification which is given
in this Agreement in any other matter which constitutes a "Requirement of Law".

            4.3 Corporate Power; Authorization; Enforceable Obligations. Each of
the Borrower and its Subsidiaries has the corporate or other power and authority
and the legal right to make, deliver and perform this Agreement and the other
Loan Documents to which it is a party and to borrow hereunder (in the case of
the Borrower and any Subsidiary Borrower) and has taken all corporate or other
action necessary to be taken by it to authorize such actions. No consent, waiver
or authorization of, filing with, or other act by or in respect of, any
Governmental Authority or any other Person is required to be made or obtained by
the Borrower or its Subsidiaries in connection with the borrowings hereunder or
the execution, delivery, performance, validity or enforceability of this
Agreement and the other Loan Documents to which it is a party. This Agreement
constitutes, and the other Loan Documents to which the Borrower or any
Subsidiary is a party when executed and delivered hereunder will constitute, a
legal, valid and binding obligation of the Borrower and such Subsidiary,
enforceable against the Borrower and such Subsidiary 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).

            4.4 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the borrowings hereunder and the use of
the proceeds thereof or of any Subordinated Debt do not violate any usury law
applicable to the Borrower or any Subsidiary Borrower or any other Requirement
of Law or Contractual Obligation of the Borrower or any of its Material
Subsidiaries and do not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation which could reasonably be
expected to have a Material Adverse Effect except for Liens which may be
required by the Existing Subordinated Note Indenture.

            4.5 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the best knowledge of the Borrower, threatened by or against the Borrower or
any of its Subsidiaries or against any of its or
<PAGE>
                                                                              61


their respective properties or revenues (a) with respect to this Agreement, any
of the other Loan Documents or any of the transactions contemplated hereby or
thereby except as set forth on Schedule 4.5 or (b) which could reasonably be
expected to have a Material Adverse Effect.

            4.6 No Burdensome Restrictions. No Requirement of Law or Contractual
Obligation of the Borrower or any of its Subsidiaries could reasonably expected
to have a Material Adverse Effect.

            4.7 No Default. Neither the Borrower nor any of its Subsidiaries is
in default under or with respect to any of its Contractual Obligations in any
respect which would reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing. Neither the Borrower
nor any of its Subsidiaries is in default under any order, award or decree of
any arbitrator or Governmental Authority binding upon or affecting it or by
which any of its properties or assets may be bound or affected, where such
default would reasonably be expected to have a Material Adverse Effect.

            4.8 Subsidiaries. The Subsidiaries listed on Schedule 4.8 constitute
all of the Subsidiaries of the Borrower in existence on the date hereof.

            4.9 Disclosure. No representations or warranties made by, or
information supplied by, the Borrower or any of its Subsidiaries in this
Agreement, any other Loan Document or in any other document, including without
limitation the Confidential Information Memorandum, furnished to the Lenders
from time to time in connection herewith or therewith (as such other documents
may be supplemented from time to time) contains or will contain any untrue
statement of a material fact or omits or will omit to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. Except as disclosed in
the Loan Documents or as otherwise disclosed in writing to the Lenders, there is
no fact known to the Borrower or any of its Subsidiaries which has, or which
would reasonably be expected to have, in the Borrower's or such Subsidiary's
reasonable judgment, a Material Adverse Effect.

            4.10 Schedules. Each of the Schedules to this Agreement contains
true, complete and correct information in all material respects.

            4.11 Federal Regulations. No part of the proceeds of any Loans will
be used for (i) any purpose which violates, or which would be inconsistent with,
the provisions of the Regulations of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect, and if deemed
necessary in the reasonable judgment of the Administrative Agent or its counsel,
the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U of said Board or
(ii) except as set forth on Schedule 4.11, purchasing any security in any
transaction which is subject to Sections 13 and 14 of the Securities Exchange
Act of 1934, as amended.

            4.12 Investment Company Act; Other Regulations. Neither the Borrower
nor any of its Subsidiaries is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended. Neither
<PAGE>
                                                                              62


the Borrower nor any of its Subsidiaries is subject to regulation under any U.S.
federal or state statute or regulation which limits its ability to incur
indebtedness.

            4.13 Labor Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against the Borrower or any of its Subsidiaries
pending or, to the knowledge of the Borrower, threatened; (b) hours worked by
and payment made to employees of the Borrower and its Subsidiaries have not been
in violation of the Fair Labor Standards Act or any other applicable Requirement
of Law dealing with such matters; and (c) all payments due from the Borrower or
any of its Subsidiaries on account of employee health and welfare insurance have
been paid or accrued as a liability on the books of the Borrower or the relevant
Subsidiary.

            4.14 ERISA. No "prohibited transaction" or "accumulated funding
deficiency" (each as defined in Section 8 hereof) or Reportable Event has
occurred since July 1, 1974 which has not been cured with respect to any Single
Employer Plan. The present value of all benefits vested under all Single
Employer Plans maintained by the Borrower or a Commonly Controlled Entity (based
on those assumptions used to fund such Plans in accordance with Section 412 of
the Code) did not, as of the last annual valuation date, exceed the value of the
assets of such Plan determined in accordance with Section 412 of the Code
allocable to such vested benefits. The liability to which the Borrower or any
Commonly Controlled Entity would become subject under ERISA if the Borrower or
any such Commonly Controlled Entity were to withdraw completely (as defined in
Section 4203 of ERISA) from all Multi-employer Plans as of the valuation date
most closely preceding the date hereof is not in excess of $3,000,000. The
Borrower does not currently participate in any Multi-employer Plans.

            4.15 Title to Real Property, Etc. Each of the Borrower and its
Subsidiaries has good and marketable title in fee simple to, or a valid and
subsisting leasehold interest in, all its real property and good title to all
its other property, except where the failure to have such good and marketable
title would not reasonably be expected to have a Material Adverse Effect, and
none of such property is subject to any Lien, except (a) as permitted by
subsection 7.1 of this Agreement , (b) Liens granted to the Administrative Agent
and the Lenders pursuant to the Existing Credit Agreement and (c) as disclosed
in a mortgagee's title insurance policy in respect of any Mortgaged Property
under clause (iii) of subsection 5.1(o) herein.

            4.16 Taxes. Each of the Borrower and its Subsidiaries has filed or
caused to be filed all tax returns which are required to be filed and has paid
all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental Authority (other than
any the amount or validity of which are currently being contested in good faith
by appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of the Borrower or its Subsidiaries, as the
case may be) except where the failure to file such returns or pay such taxes
and/or assessments would not reasonably be expected to have a Material Adverse
Effect; no tax Lien has been filed, and, to the knowledge of the Borrower, no
claim is being asserted, with respect to any such tax, fee or other charge.
<PAGE>
                                                                              63


            4.17 Environmental Matters. Each of the following is true and
correct as of the date hereof, other than exceptions to any of the following
that, in the aggregate, would not reasonably be expected by the Borrower to have
a Material Adverse Effect:

            (a) Each of the properties owned or operated by the Borrower or any
      of its Subsidiaries does not contain, and has not previously contained,
      any Materials of Environmental Concern in amounts or concentrations which
      (i) constitute or constituted a violation of, or (ii) could reasonably
      give rise to liability under, Environmental Laws.

            (b) The Borrower and its Subsidiaries are and have been in
      compliance with all applicable Environmental Laws, and there is no
      contamination or violation of any Environmental Law which, in the
      aggregate with all other contaminations and violations, would interfere
      with the continued operations or the business of the Borrower and its
      Subsidiaries, in each case taken as a whole or impair the fair saleable
      value thereof.

            (c) Neither the Borrower nor any of its Subsidiaries has received
      any notice of violation, alleged violation, non-compliance, liability or
      potential liability regarding environmental matters or compliance with
      Environmental Laws nor does the Borrower have knowledge or reason to
      believe that any such notice will be received or is being threatened.

            (d) With respect to the Borrower and its Subsidiaries, Materials of
      Environmental Concern have not been transported or disposed of in
      violation of, or in a manner or to a location which would reasonably give
      rise to liability under, Environmental Laws, nor have any Materials of
      Environmental Concern been generated, treated, stored or disposed of at,
      on or under any of the Properties in violation of, or in a manner that
      would reasonably give rise to liability under, any applicable
      Environmental Laws.

            (e) No judicial proceedings or governmental or administrative action
      is pending, or, to the knowledge of the Borrower, threatened, under any
      Environmental Law to which the Borrower or any of its Subsidiaries is or
      will be named as a party or which will adversely affect the ability of the
      Borrower or any of its Subsidiaries to conduct any part of their business
      nor are there any consent decrees or other decrees, consent orders,
      administrative orders or other orders, or other administrative or judicial
      requirements outstanding under any Environmental Law with respect to the
      Borrower or any of its Subsidiaries.

            (f) There has been no release or threat of release of Materials of
      Environmental Concern at any location for which the Borrower or any of its
      Subsidiaries is liable by contract or operation of law, in violation of or
      in amounts or in a manner that would reasonably give rise to liability
      under Environmental Laws.

            4.18 Intellectual Property. The Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure of which to own or
license would not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). No claim has been asserted and is pending by any
Person challenging
<PAGE>
                                                                              64


or questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, and the Borrower does not know
of any valid basis for any such claim, except for such claims which have
previously been disclosed to the Lenders and would not reasonably be expected to
have a Material Adverse Effect. The use of such Intellectual Property by the
Borrower and its Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.

            4.19 Security Documents. (a) Except to the extent otherwise noted
therein, each Guarantee and Collateral Agreement is effective to create in favor
of the Administrative Agent, for the benefit of the Lenders (or, where required
by law, in favor of each Lender), a legal, valid and enforceable security
interest in the Collateral described therein and proceeds thereof. In the case
of the Pledged Stock described and defined in each Guarantee and Collateral
Agreement, except to the extent otherwise noted therein, when stock certificates
representing such Pledged Stock are delivered to the Administrative Agent, and
in the case of the other Collateral described and defined in each Guarantee and
Collateral Agreement, except to the extent otherwise noted therein, when
financing statements and other filings specified on Schedule 4.19(a) in
appropriate form are filed in the offices specified on Schedule 4.19(a), each
Guarantee and Collateral Agreement shall constitute a fully perfected Lien on,
and security interest in, all right, title and interest of the Loan Parties in
such Collateral and the proceeds thereof, as security for the Obligations (as
defined in the Guarantee and Collateral Agreements), in each case prior and
superior in right to any other Person (except, in the case of Collateral other
than Pledged Stock, Liens permitted by subsection 7.1). The pledge of the
Capital Stock of any Excluded Foreign Subsidiary will be limited to 65% of the
Capital Stock of such Excluded Foreign Subsidiary. The obligations of a Foreign
Subsidiary Borrower (other than Scotts Treasury EEIG) shall be secured by 100%
of the Capital Stock of such Foreign Subsidiary Borrower, 100% of the Capital
Stock of each first-tier Subsidiary of such Foreign Subsidiary Borrower that is
not an Excluded Foreign Subsidiary and 65% of the Capital Stock of the each
first-tier Subsidiary of such Foreign Subsidiary Borrower that is an Excluded
Foreign Subsidiary, but no other assets of Foreign Subsidiaries of the Borrower
shall be pledged as collateral security.

            (b) Each of the Mortgages is or upon execution and delivery will be
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties
described therein and proceeds thereof, and when the Mortgages are filed in the
offices specified on Schedule 4.19(b), each such Mortgage shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as
security for the Obligations (as defined in the relevant Mortgage).

            4.20 Regulation H. No Mortgage encumbers improved real property that
is located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of
1968.

            4.21 Solvency. (a) The Borrower and each of its Subsidiaries is, and
after giving effect to the Refinancing and the incurrence of all Indebtedness
and obligations being incurred in connection herewith and therewith will be and
will continue to be, Solvent.
<PAGE>
                                                                              65


            (b) Each Subsidiary Borrower is in compliance with all material
Requirements of Law applicable to it with respect to capitalization and, to the
knowledge of the Borrower or such Subsidiary Borrower, has sufficient capital
with which to conduct its business in accordance with past practice. No
Subsidiary Borrower is undercapitalized to such an extent that, solely as a
result of such undercapitalization, any Lender would be deemed under the laws of
the relevant jurisdiction to owe a fiduciary duty to any other creditor of such
Subsidiary Borrower or the Loans made by relevant Lenders to such Subsidiary
Borrower would be subordinated to any obligations of such Subsidiary Borrower
owing to any other Person.

            4.22 Senior Indebtedness. The Obligations constitute "Senior
Indebtedness" or "Senior Debt" of the Borrower and each Subsidiary Borrower
under and as defined in the Existing Senior Subordinated Note Indenture and the
Senior Subordinated Note Indenture. The obligations of each Subsidiary Guarantor
under the applicable Guarantee and Collateral Agreement constitute "Guarantor
Senior Indebtedness" of such Subsidiary Guarantor under and as defined in the
Existing Subordinated Note Indenture and the Senior Subordinated Note Indenture.

            SECTION 5. CONDITIONS PRECEDENT

            5.1 Conditions to Effectiveness of this Agreement. This Agreement
shall become effective on the Closing Date. The obligation of each Lender to
make its initial Loan and of the Issuing Lender to issue any Letter of Credit
requested to be issued by it hereunder is subject to the satisfaction or waiver
by the Administrative Agent and each of the Lenders of the following conditions
precedent on or prior to November 28, 2003:

            (a) Execution of Agreement. The Administrative Agent shall have
      received this Agreement, executed and delivered by the Borrower and each
      of the Subsidiary Borrowers party to this Agreement as of the Closing Date
      and by Lenders having Commitments in the aggregate as contemplated by
      Schedule 1.

            (b) Acknowledgment and Confirmation of Guarantee and Collateral
      Agreements and Mortgages. The Administrative Agent shall have received the
      Acknowledgment and Confirmation of Guarantee and Collateral Agreements and
      Mortgages (substantially in the form of Exhibit G to this Agreement), duly
      executed and delivered by duly authorized officers of the parties thereto.

            (c) Pro Forma Balance Sheet; Financial Statements. The Lenders shall
      have received the Pro Forma Balance Sheet of the Borrower and its
      Subsidiaries as of June 30, 2003, adjusted to reflect the consummation of
      the Refinancing as if such Refinancing had occurred on such date, and such
      financial statements shall not, in the reasonable judgment of the Lenders,
      reflect any material adverse change in the consolidated financial
      condition of the Borrower or its Subsidiaries, as reflected in the
      financial statements or projections contained in the Confidential
      Information Memorandum.

            (d) Fees. JPMCB, JPMSI and the Lenders each shall have received for
      its own account all fees and any other amounts payable on the Closing Date
      pursuant to the Fee
<PAGE>
                                                                              66


      Letter or pursuant to this Agreement and all expenses for which invoices
      have been presented on or before the Closing Date.

            (e) Legal Opinion of Counsel to the Borrower and the Subsidiary
      Borrowers. The Administrative Agent and each Lender shall have received an
      executed legal opinion of Vorys, Sater, Seymour and Pease LLP, special
      counsel to the Borrower, dated the Closing Date and addressed to the
      Administrative Agent and the Lenders substantially in the form of Exhibit
      H. The Administrative Agent and each Lender shall have received an
      executed legal opinion of Vorys, Sater, Seymour and Pease LLP, or such
      other counsel reasonably satisfactory to the Administrative Agent, as
      counsel to each Domestic Subsidiary Borrower, dated the Closing Date and
      addressed to the Administrative Agent and the Lenders. The Administrative
      Agent and each Lender shall have received an executed legal opinion of
      Clifford Chance, as counsel to each Foreign Subsidiary Borrower (or such
      other counsel to any Foreign Subsidiary Borrower as may be selected by the
      Borrower and reasonably satisfactory to the Administrative Agent), dated
      the Closing Date and addressed to the Administrative Agent and the Lenders
      substantially in the form required by subsection 5.3. Such legal opinions
      shall cover such other matters incident to the transactions contemplated
      by this Agreement as the Lenders may reasonably require in form and
      substance satisfactory to the Administrative Agent. The Administrative
      Agent and each Lender shall have received an executed legal opinion from
      such special or local counsel as the Administrative Agent shall reasonably
      request.

            (f) Corporate Proceedings of the Borrower and its Subsidiaries. The
      Administrative Agent shall have received a copy of the resolutions (in
      form and substance reasonably satisfactory to the Administrative Agent and
      its counsel) of the Board of Directors of each of the Borrower and each of
      its Subsidiaries executing any Loan Document authorizing on or within 30
      days prior to the Closing Date (i) the execution, delivery and performance
      of each of the Loan Documents to which it is a party, (ii) the
      consummation of the transactions contemplated hereby and thereby and (iii)
      the borrowings herein provided for, all certified by the Secretary or the
      Assistant Secretary (or equivalent Person for Subsidiaries which are not
      corporations) of the Borrower or such Subsidiary, as the case may be. Each
      such certificate shall (A) state that the resolutions set forth therein
      have not been amended, modified, revoked or rescinded as of the date of
      such certificate, (B) specify the names and titles of the officers of the
      Borrower or such Subsidiary, as the case may be, authorized to sign the
      Loan Documents to which it is a party and (C) contain specimens of the
      signatures of such officers.

            (g) No Proceeding or Litigation; No Injunctive Relief. No action,
      suit, investigation or other proceeding (including, without limitation,
      the enactment or promulgation of a statute or rule) by or before any
      arbitrator or any Governmental Authority shall be threatened or pending
      and no preliminary or permanent injunction or order by a state or federal
      court shall have been entered (i) in connection with this Agreement or any
      transaction contemplated hereby except as set forth in Schedule 5.1(g) or
      (ii) which, in any case, in the reasonable judgment of the Administrative
      Agent, could reasonably be expected to have a Material Adverse Effect.
<PAGE>
                                                                              67


            (h) Consents, Licenses, Approvals, etc. The Administrative Agent
      shall have received true copies (certified to be such by the Borrower or
      other appropriate party) of all material consents, licenses and approvals
      required in accordance with applicable law in connection with the
      execution, delivery, performance, validity and enforceability of this
      Agreement, the other Loan Documents and the other Refinancing Agreements
      to be delivered on or before the Closing Date, and the Borrower and its
      Material Subsidiaries shall have all such material consents, licenses and
      approvals required in connection with the continued operation of the
      Borrower and its Material Subsidiaries, and such approvals shall be in
      full force and effect, and all applicable waiting periods shall have
      expired without any action being taken or threatened by any competent
      authority which would restrain, prevent or otherwise impose adverse
      conditions on this Agreement and the actions contemplated hereby.

            (i) Representations and Warranties. Each of the representations and
      warranties made by the Borrower and its Subsidiaries in or pursuant to
      this Agreement, any other Loan Document or the other Refinancing
      Agreements to which it is a party and the representations of the Borrower
      and its Subsidiaries which are contained in any certificate, document or
      financial or other statement furnished pursuant hereto or thereto on or
      before the Closing Date shall be true and correct in all material respects
      on and as of the Closing Date as if made on and as of such date both
      before and after giving effect to the making of the Loans hereunder.

            (j) No Default or Event of Default. No Default or Event of Default
      shall have occurred and be continuing hereunder after giving effect to the
      making of any Extension of Credit hereunder.

            (k) Borrowing Certificate. The Administrative Agent shall have
      received, with a counterpart for each Lender, a Borrowing Certificate,
      dated the Closing Date, substantially in the form of Exhibit J hereto,
      with appropriate insertions, executed by a duly authorized Responsible
      Officer of the Borrower.

            (l) Lien Searches. The Administrative Agent shall have received the
      results of a recent lien search (or, where not available, such other
      equivalent information available and reasonably satisfactory to the
      Administrative Agent) in each of the material domestic jurisdictions where
      assets of the Loan Parties are located, and such search (or equivalent
      information) shall reveal no liens on any of the assets of the Borrower or
      its Subsidiaries except for liens permitted by subsection 7.1 or
      discharged on or prior to the Closing Date pursuant to documentation
      satisfactory to the Administrative Agent.

            (m) Pledged Stock; Stock Powers; Pledged Notes. Except as set forth
      on Schedule 5.1(b) or contemplated in subsection 6.11(a), the
      Administrative Agent shall have received (i) the certificates representing
      the shares of Capital Stock pledged pursuant to each Guarantee and
      Collateral Agreement or any other pledge agreement, charge or foreign
      equivalent in respect of any Foreign Subsidiary, together with an undated
      stock power for each such certificate executed in blank by a duly
      authorized officer of the pledgor thereof or, if no such certificates
      exist in respect of any Foreign Subsidiary, evidence satisfactory to the
      Administrative Agent that such shares have been
<PAGE>
                                                                              68


      pledged, and such pledge has been perfected, in accordance with the steps
      taken in connection with the Existing Credit Agreement and (ii) each
      promissory note (if any) pledged to the Administrative Agent pursuant to
      each Guarantee and Collateral Agreement or any other pledge agreement,
      charge or foreign equivalent in respect of any Foreign Subsidiary,
      endorsed (without recourse) in blank (or accompanied by an executed
      transfer form in blank) by the pledgor thereof.

            (n) Filings, Registrations and Recordings. Each document (including
      any Uniform Commercial Code financing statement or foreign equivalent)
      required by the Loan Documents or under law or reasonably requested by the
      Administrative Agent to be filed, registered or recorded in order to
      create in favor of the Administrative Agent, for the benefit of the
      Lenders, a perfected Lien on the Collateral described therein, prior and
      superior in right to any other Person (other than with respect to Liens
      expressly permitted by subsection 7.1), shall be in proper form for
      filing, registration or recordation in the applicable jurisdiction.

            (o) Mortgages, etc. (i) Except as contemplated by subsection
      6.11(a), the Administrative Agent shall have received a Mortgage with
      respect to each Mortgaged Property, or an amendment to any such Mortgages
      previously delivered to the Administrative Agent, executed and delivered
      by a duly authorized officer of each party thereto.

            (ii) Except as contemplated in Schedule 5.1(o), the Administrative
      Agent shall have received in respect of each Mortgaged Property referred
      to in clause (i) of this paragraph (o) a mortgagee's title insurance
      policy (or policies) or marked up unconditional binder for such insurance.
      Each such policy shall (A) be in an amount satisfactory to the
      Administrative Agent; (B) be issued at ordinary rates; (C) insure that the
      Mortgage insured thereby creates a valid first Lien on such Mortgaged
      Property free and clear of all defects and encumbrances, except as
      disclosed therein; (D) name the Administrative Agent for the benefit of
      the Lenders as the insured thereunder; (E) be in the form of ALTA Loan
      Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies);
      (F) contain such endorsements and affirmative coverage as the
      Administrative Agent may reasonably request and (G) be issued by title
      companies satisfactory to the Administrative Agent (including any such
      title companies acting as co-insurers or reinsurers, at the option of the
      Administrative Agent). The Administrative Agent shall have received
      evidence satisfactory to it that all premiums in respect of each such
      policy, all charges for mortgage recording tax, and all related expenses,
      if any, have been paid.

            (iii) If requested by the Administrative Agent, the Administrative
      Agent shall have received (A) a policy of flood insurance that (1) covers
      any parcel of improved real property that is encumbered by any Mortgage
      referred to in clause (i) of this paragraph (o), (2) is written in an
      amount not less than the outstanding principal amount of the indebtedness
      secured by such Mortgage that is reasonably allocable to such real
      property or the maximum limit of coverage made available with respect to
      the particular type of property under the National Flood Insurance Act of
      1968, whichever is less, and (3) has a term ending not later than the
      maturity of the Indebtedness secured by such Mortgage and
<PAGE>
                                                                              69


      (B) confirmation that the Borrower has received the notice required
      pursuant to Section 208(e)(3) of Regulation H of the Board.

            (iv) Except as contemplated in Schedule 5.1(o), the Administrative
      Agent shall have received a copy of all recorded documents referred to, or
      listed as exceptions to title in, the title policy or policies referred to
      in clause (iii) above and a copy of all other material documents affecting
      the Mortgaged Properties.

            (p) Insurance. The Administrative Agent shall have received
      insurance certificates satisfying the requirements of subsection 6.2(b) of
      each Guarantee and Collateral Agreement.

            (q) Repayment and Termination of Existing Credit Agreement. The
      loans under the Existing Credit Agreement shall have been repaid, or
      arrangements satisfactory to the Administrative Agent for the repayment
      thereof, the letters of credit outstanding thereunder shall have been
      returned or shall be deemed to be outstanding hereunder pursuant to
      subsection 3.1(d), the commitments under the Existing Credit Agreement
      shall have been terminated and all accrued interest and fees thereunder
      shall have been paid.

            (r) Business Plan; Projections. The Administrative Agent and the
      Lenders shall have received a satisfactory business plan and projections
      for fiscal years 2003 through 2007 and a satisfactory written analysis of
      the business and prospects of the Borrower and its Subsidiaries for the
      period from the Closing Date through the Termination Date.

            (s) Additional Matters. All corporate and other proceedings and all
      other documents and legal matters in connection with the transactions
      contemplated by this Agreement and the other Loan Documents, including,
      without limitation, documentation concerning the status of all labor, tax,
      employee benefit and health and safety matters involving the Borrower and
      its Subsidiaries shall be reasonably satisfactory in form and substance to
      the Administrative Agent and its counsel.

            (t) Additional Information. The Administrative Agent shall have
      received such additional information which the Administrative Agent shall
      have reasonably requested, including, without limitation, copies of any
      debt agreements, security agreements, tax sharing agreements, employment
      agreements, management compensation arrangements, financing arrangements
      and other material contracts, and such agreements or arrangements shall be
      reasonably satisfactory in form and substance to the Administrative Agent
      and its counsel.

            5.2 Conditions to All Extensions of Credit. The obligation of each
Lender to make any Loan (other than any Loan the proceeds of which are to be
used exclusively to repay Refunded Swing Line Loans) or of the Issuing Lender to
issue, increase or extend any Letter of Credit requested to be issued, increased
or extended by it hereunder on any date (including, without limitation, the
Closing Date) is subject to the satisfaction of the following conditions
precedent as of such date:
<PAGE>
                                                                              70


            (a) Representations and Warranties. The representations and
      warranties made by the Borrower or any of its Subsidiaries in the Loan
      Documents to which it is a party and any representations and warranties
      made by the Borrower or any of its Subsidiaries which are contained in any
      certificate, document or financial or other statement furnished at any
      time pursuant hereto or thereto shall be true and correct in all material
      respects on and as of the date thereof as if made on and as of such date
      unless stated to relate to a specific earlier date (in which case the same
      shall be true and correct in all material respects on and as of such
      specific earlier date).

            (b) No Default or Event of Default. No Default or Event of Default
      shall have occurred and be continuing on such date or after giving effect
      to the Extension of Credit to be made on such date.

            (c) Subsidiary Borrower Borrowing. With respect to any borrowing
      made by any Subsidiary Borrower, a certificate of the Borrower to the
      effect that such borrowing will not give rise to an Event of Default under
      the Senior Subordinated Note Indenture or under any other Subordinated
      Debt permitted hereunder and dated as of the date of such borrowing shall
      have been delivered to the Administrative Agent.

            Each borrowing by the Borrower under this Agreement, each conversion
of any Loan pursuant to subsection 2.14 of this Agreement and each issuance,
increase or extension of any Letter of Credit hereunder shall constitute a
representation and warranty by the Borrower as of the date of such borrowing,
conversion or issuance, increase or extension that the conditions contained in
the foregoing paragraphs (a) and (b) of this subsection 5.2 have been satisfied.

            5.3 Additional Conditions Applicable to Foreign Subsidiary
Borrowers. The agreement of each Lender to make any Extension of Credit
requested to be made by it to any Foreign Subsidiary Borrower on any date
(including, without limitation, the initial Extension of Credit and each Swing
Line Loan, if requested to be made to any Foreign Subsidiary Borrower) is
subject to satisfaction or waiver of, in addition to the conditions precedent
set forth in subsections 5.1 (in the case of the initial Extension of Credit)
and 5.2, the following conditions precedent: (a) in the case of the making of
any Extension of Credit to any Foreign Subsidiary Borrower for the first time,
the delivery to the Administrative Agent, with a copy for each Lender, of the
executed legal opinion of counsel to such Foreign Subsidiary Borrower addressed
to the Administrative Agent and the Lenders, as to the matters set forth in
Exhibit I and otherwise in form and substance reasonably satisfactory to the
Administrative Agent and (b) the truthfulness and correctness in all material
respects on and as of such date of the following additional representations and
warranties:

                  (i) Pari Passu. The obligations of such Foreign Subsidiary
      Borrower under this Agreement, when executed and delivered by such Foreign
      Subsidiary Borrower, will rank at least pari passu with all unsecured
      Indebtedness of such Foreign Subsidiary Borrower.

                  (ii) No Immunities, etc. Such Foreign Subsidiary Borrower is
      subject to civil and commercial law with respect to its obligations under
      this Agreement and any Note, and the execution, delivery and performance
      by such Foreign Subsidiary Borrower
<PAGE>
                                                                              71


      of this Agreement constitute and will constitute private and commercial
      acts and not public or governmental acts. Neither such Foreign Subsidiary
      Borrower nor any of its property, whether or not held for its own account,
      has any immunity (sovereign or other similar immunity) from any suit or
      proceeding, from jurisdiction of any court or from set-off or any legal
      process (whether service or notice, attachment prior to judgment,
      attachment in aid of execution of judgment, execution of judgment or other
      similar immunity) under laws of the jurisdiction in which such Foreign
      Subsidiary Borrower is organized and existing in respect of its
      obligations under this Agreement or any Note. Such Foreign Subsidiary
      Borrower has waived every immunity (sovereign or otherwise) to which it or
      any of its properties would otherwise be entitled from any legal action,
      suit or proceeding, from jurisdiction of any court and from set-off or any
      legal process (whether service or notice, attachment prior to judgment,
      attachment in aid of execution of judgment, execution of judgment or
      otherwise) under the laws of the jurisdiction in which such Foreign
      Subsidiary Borrower is organized and existing in respect of its
      obligations under this Agreement and any Note. The waiver by such Foreign
      Subsidiary Borrower described in the immediately preceding sentence is the
      legal, valid and binding obligation of such Foreign Subsidiary Borrower.

                  (iii) No Recordation Necessary. Except as otherwise noted on
      Schedule 5.3(iii), this Agreement and each Note, if any, is in proper
      legal form under the law of the jurisdiction in which such Foreign
      Subsidiary Borrower is organized and existing for the enforcement hereof
      or thereof against such Foreign Subsidiary Borrower under the law of such
      jurisdiction, and to ensure the legality, validity, enforceability,
      priority or admissibility in evidence of this Agreement and any such Note.
      It is not necessary to ensure the legality, validity, enforceability,
      priority or admissibility in evidence of this Agreement and any such Note
      that this Agreement, any Note or any other document be filed, registered
      or recorded with, or executed or notarized before, any court or other
      authority in the jurisdiction in which such Foreign Subsidiary Borrower is
      organized and existing or that any registration charge or stamp or similar
      tax be paid on or in respect of this Agreement, any Note or any other
      document, except for any such filing, registration or recording, or
      execution or notarization, as has been made or is not required to be made
      until this Agreement, any Note or any other document is sought to be
      enforced and for any charge or tax as has been timely paid.

                  (iv) Exchange Controls. The execution, delivery and
      performance by such Foreign Subsidiary Borrower of this Agreement, any
      Note or the other Loan Documents is, under applicable foreign exchange
      control regulations of the jurisdiction in which such Foreign Subsidiary
      Borrower is organized and existing, not subject to any notification or
      authorization except (i) such as have been made or obtained or (ii) such
      as cannot be made or obtained until a later date (provided any
      notification or authorization described in immediately preceding clause
      (ii) shall be made or obtained as soon as is reasonably practicable).

            Each borrowing by, and Letter of Credit issued for the account of,
any Foreign Subsidiary Borrower hereunder shall constitute a representation and
warranty by each of the Borrower and such Foreign Subsidiary Borrower as of the
date of such borrowing or such issuance that the conditions contained in this
subsection 5.3 have been satisfied.
<PAGE>
                                                                              72


            SECTION 6. AFFIRMATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Revolving Credit
Commitments remain in effect, any Letter of Credit is outstanding or any amount
is owing to any Lender or the Administrative Agent hereunder or under any other
Loan Document, the Borrower shall, and in the case of the agreements set forth
in subsections 6.3, 6.4, 6.5, 6.6, 6.7, 6.11 and 6.12, shall cause each of its
Material Subsidiaries to:

            6.1 Financial Statements. Furnish to the Administrative Agent and
      each Lender:

            (a) as soon as available, but in any event within ninety days after
      the end of each fiscal year of the Borrower, a copy of the consolidated
      balance sheet of the Borrower and its Subsidiaries as at the end of such
      year and the related statements of consolidated income and retained
      earnings and of cash flows for such year, setting forth in each case in
      comparative form the figures for the previous year; provided that the
      consolidated statements shall be certified without a "going concern" or
      like qualification or exception or qualification arising out of the scope
      of the audit by independent certified public accountants of nationally
      recognized standing; and

            (b) as soon as available, but in any event not later than forty-five
      days after the end of each of the first three quarterly periods of each
      fiscal year of the Borrower, a copy of the unaudited consolidated balance
      sheet of the Borrower and its Subsidiaries as at the end of each such
      quarter and the related unaudited statements of consolidated income and
      retained earnings and of cash flows for such quarter and the portion of
      the fiscal year through such date setting forth in each case in
      comparative form the figures for the previous year, certified by a
      Responsible Officer as being fairly stated in all material respects;

all such financial statements to be complete and correct in all material
respects and prepared in reasonable detail and in accordance with GAAP (except,
in the case of the financial statements referred to in subparagraph (b), such
financial statements need not contain notes and shall be prepared substantially
in accordance with GAAP) applied consistently throughout the periods reflected
therein, except as otherwise disclosed in the notes thereto.

            Any financial statement required to be delivered pursuant to this
Section 6.1 shall be deemed to have been delivered on the date on which the
Borrower posts such financial statement on its website on the Internet at
www.scotts.com or when such financial statement is posted on the SEC's website
on the Internet at www.sec.gov; provided that the Borrower shall give notice of
any such posting to the Administrative Agent (who shall then give notice of any
such posting to the Lenders); provided, further, that the Borrower shall deliver
paper copies of any financial statement referred to in this Section 6.1 to the
Administrative Agent if the Administrative Agent or any Lender requests the
Borrower to deliver such paper copies until written notice to cease delivering
such paper copies is given by the Administrative Agent.

            6.2 Certificates; Other Information. Furnish to the Administrative
Agent and each Lender:
<PAGE>
                                                                              73


            (a) concurrently with the delivery of the financial statements
      referred to in subsection 6.1(a) above, a certificate of the independent
      certified public accountants certifying such financial statements (i)
      stating that in making the examination necessary therefor no knowledge was
      obtained of any Default or Event of Default, except as specified in such
      certificate, (ii) showing in detail the calculations supporting such
      statement in respect of subsections 6.9, 6.10, 7.4, 7.5 and 7.6 and (iii)
      to the extent not previously disclosed to the Administrative Agent, a
      listing of any county or state within the United States where any Loan
      Party keeps inventory or equipment and of any Intellectual Property (as
      defined in the Guarantee and Collateral Agreement referred to in clause
      (a) of the definition of "Guarantee and Collateral Agreement" in
      subsection 1.1) acquired by any Loan Party since the date of the most
      recent list delivered pursuant to this clause (iii) (or, in the case of
      the first such list so delivered, since the Closing Date);

            (b) concurrently with the delivery of the financial statements
      referred to above, a certificate from the auditing accountants (for the
      year-end statements) or a Responsible Officer of the Borrower (for all
      statements) stating that, to the best of such Responsible Officer's
      knowledge, the Borrower and each of its Material Subsidiaries during such
      period has observed or performed in all material respects all of its
      material covenants and other agreements, and satisfied every condition
      contained in this Agreement, any Notes and the Guarantee and Collateral
      Agreements to be observed, performed or satisfied by it, and that such
      Officer has obtained no knowledge of any Default or Event of Default
      except as specified in such certificate, and showing in detail the
      calculations supporting such statement in respect of subsections 6.9,
      6.10, 7.4, 7.5 and 7.6;

            (c) as soon as available, and in any event no later than 90 days
      after the end of each fiscal year of the Borrower, a detailed consolidated
      budget for the following fiscal year (including a projected consolidated
      balance sheet of the Borrower and its Subsidiaries as of the end of the
      following fiscal year, the related consolidated statements of projected
      cash flow, projected changes in financial position and projected income
      and a description of the underlying assumptions applicable thereto), and,
      as soon as available, significant revisions, if any, of such budget and
      projections with respect to such fiscal year (collectively, the
      "Projections"), which Projections shall in each case be accompanied by a
      certificate of a Responsible Officer stating that such Projections are
      based on reasonable estimates, information and assumptions and that such
      Responsible Officer has no reason to believe that such Projections are
      incorrect or misleading in any material respect;

            (d) no later than 5 Business Days prior to the effectiveness
      thereof, copies of substantially final drafts of any proposed amendment,
      supplement, waiver or other modification with respect to the Refinancing
      Agreements;

            (e) concurrently with the delivery of the financial statements
      referred to in subsection 6.1(a) and (b) above, a written discussion and
      analysis (in a form and detail substantially similar to that contained in
      the Form 10-K or Form 10-Q filed by the Borrower with the Securities and
      Exchange Commission for the period covered by such financial statements)
      by the Borrower with respect to the period covered by such financial
      statements;

<PAGE>

                                                                              74

            (f) promptly after the same are sent and received, copies of all
      financial statements, reports and notices which the Borrower or any of its
      Subsidiaries sends to its shareholders and promptly after the same are
      filed and received, copies of all financial statements and reports which
      the Borrower or any of its Subsidiaries may make to, or file with, and
      copies of all material notices the Borrower or any such Subsidiary
      receives from, the Securities and Exchange Commission or any public body
      succeeding to any or all of the functions of the Securities and Exchange
      Commission;

            (g) promptly upon receipt thereof, copies of all final reports
      submitted to the Borrower by independent certified public accountants in
      connection with each annual, interim or special audit of the books of the
      Borrower or any of its Subsidiaries made by such accountants, including,
      without limitation, any final comment letter submitted by such accountants
      to management in connection with their annual audit; and

            (h) promptly, on reasonable notice to the Borrower, such additional
      financial and other information as the Administrative Agent or any Lender
      may from time to time reasonably request.

            6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
Indebtedness and other material obligations of whatever nature, except, without
prejudice to the effectiveness of paragraph (e) of Section 8 hereof for any
Indebtedness or other obligations (including any obligations for taxes), when
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the Borrower or its Subsidiaries, as
the case may be, and except for trade accounts payable incurred in the ordinary
course of business which are paid in accordance with normal industry practice.

            6.4 Compliance with Laws. Comply with all laws, rules, regulations
and orders of any Governmental Authority and any Contractual Obligations
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

            6.5 Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it and, except
as may be permitted under subsection 7.3, preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all material rights, privileges, contracts, copyrights, patents, trademarks,
tradenames and franchises necessary or desirable in the normal conduct of its
business; and comply with all of its Contractual Obligations and Requirements of
Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            6.6 Maintenance of Property, Insurance. Keep all property useful and
necessary in its business in good working order and condition; maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but including
in any event public liability, product liability and business interruption
insurance) as are usually insured against in the same general area by companies
<PAGE>
                                                                              75


engaged in the same or a similar business; and furnish to each Lender, upon
written request, reasonable information as to the insurance carried.

            6.7 Inspection of Property; Books and Records; Discussions. Keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of the Administrative Agent or upon the occurrence and during
the continuance of an Event of Default, the Lenders to visit and inspect any of
its properties, and examine and make abstracts from any of its books and records
at the Borrower's expense, at any reasonable time and as often as may reasonably
be requested, and to discuss the business, operations, properties and financial
and other condition of the Borrower and its Subsidiaries with officers and
employees of the Borrower and its Subsidiaries and with its independent
certified public accountants.

            6.8 Notices. Promptly give notice to the Administrative Agent and
each Lender (and, in the case of clauses (a), (b) and (c), in any event within
five Business Days after learning thereof):


            (a) of the occurrence of any Default or Event of Default;

            (b) of any (i) default or event of default under any material
      Contractual Obligation of the Borrower or any of its Material Subsidiaries
      or (ii) litigation, investigation or proceeding which may exist at any
      time between the Borrower or any of its Subsidiaries and any Governmental
      Authority, which, if adversely determined, would reasonably be expected to
      have a Material Adverse Effect;

            (c) of any litigation or proceeding affecting the Borrower or any of
      its Subsidiaries (i) (A) in which the amount of liability asserted against
      the Borrower and its Subsidiaries is $5,000,000 or more and not covered by
      insurance and (B) which, in the reasonable opinion of a Responsible
      Officer of the Borrower, if adversely determined, would reasonably be
      expected to have a Material Adverse Effect or (ii) in which injunctive or
      similar relief is sought and which, in the reasonable opinion of a
      Responsible Officer of the Borrower, if adversely determined, would
      reasonably be expected to have a Material Adverse Effect;

            (d) of the following events, as soon as possible and in any event
      within 30 days after the Borrower knows or has reason to know thereof: (i)
      the occurrence of any Reportable Event with respect to any Plan, or (ii)
      the institution of proceedings or the taking or expected taking of any
      other action by PBGC or the Borrower or any Commonly Controlled Entity to
      terminate or withdraw or partially withdraw from any Plan under
      circumstances which could lead to material liability to the PBGC or, with
      respect to a Multi-employer Plan, the Reorganization or Insolvency (as
      each such term is defined in ERISA) of the Plan and in addition to such
      notice, deliver to the Administrative Agent and each Lender whichever of
      the following may be applicable: (A) a certificate of a Responsible
      Officer of the Borrower setting forth details as to such Reportable Event
      and the action that the Borrower or a Commonly Controlled Entity proposes
      to take with respect thereto, together with a copy of any notice of such
<PAGE>
                                                                              76


      Reportable Event that may be required to be filed with PBGC, or (B) any
      notice delivered by PBGC evidencing its intent to institute such
      proceedings or any notice to PBGC that such Plan is to be terminated, as
      the case may be; and

            (e) any decision or other action of any Governmental Authority which
cancels, limits, or otherwise restricts the use or sale of any of the products
(including any of the material active ingredients in any of the products) of the
Borrower or any of its Subsidiaries; and

            (f) of any event, act or omission which would reasonably be expected
to have a Material Adverse Effect.

Each notice pursuant to subsections (a) through (e) of this subsection 6.7 shall
be accompanied by a statement of the Chief Executive Officer or Chief Financial
Officer or other Responsible Officer of the Borrower setting forth details of
the occurrence referred to therein and stating what action the Borrower proposes
to take with respect thereto. For all purposes of clause (d) of this subsection
6.7, the Borrower shall be deemed to have knowledge of all facts attributable to
the administrator of such Plan.

            6.9 Interest Coverage. At each quarterly date set forth below with
respect to the fiscal quarter of the Borrower then ending maintain the Minimum
Interest Coverage of the Borrower at not less than the applicable ratio set
forth opposite each such date:


<TABLE>
<CAPTION>
Date                                     Ratio
----                                     -----
<S>                                  <C>
December 31, 2003                    3.00 to 1.00

March 31, 2004                       3.00 to 1.00
June 30, 2004                        3.00 to 1.00
September 30, 2004                   3.00 to 1.00
December 31, 2004                    3.00 to 1.00

March 31, 2005                       3.25 to 1.00
June 30, 2005                        3.25 to 1.00
September 30, 2005                   3.25 to 1.00
December 31, 2005                    3.25 to 1.00

March 31, 2006 and thereafter        3.50 to 1.00
</TABLE>

            6.10 Maintenance of Leverage Ratio. At each quarterly date set forth
below with respect to the fiscal quarter of the Borrower then ending maintain
the Leverage Ratio of the Borrower at not greater than the applicable ratio set
forth opposite each such date:
<PAGE>
                                                                              77


<TABLE>
<CAPTION>
Date                                  Ratio
----                                  -----
<S>                               <C>
December 31, 2003                 4.00 to 1.00

March 31, 2004                    4.00 to 1.00
June 30, 2004                     4.00 to 1.00
September 30, 2004                4.00 to 1.00
December 31, 2004                 4.00 to 1.00

March 31, 2005                    3.75 to 1.00
June 30, 2005                     3.75 to 1.00
September 30, 2005                3.75 to 1.00
December 31, 2005                 3.75 to 1.00

March 31, 2006                    3.50 to 1.00
June 30, 2006                     3.50 to 1.00
September 30, 2006                3.50 to 1.00
December 31, 2006                 3.50 to 1.00

March 31, 2007                    3.25 to 1.00
June 30, 2007                     3.25 to 1.00
September 30, 2007                3.25 to 1.00
December 31, 2007                 3.25 to 1.00

March 31, 2008 and thereafter     3.00 to 1.00
</TABLE>

            6.11 Additional Collateral, etc. (a) With respect to any property
acquired after the Closing Date by the Borrower or any of its Subsidiaries
(other than (x) any property described in paragraph (b), (c), (d) or (e) below,
(y) any property subject to a Lien expressly permitted by subsection 7.1(a) or
7.1(l) and (z) property acquired by any Excluded Foreign Subsidiary or by any
other Foreign Subsidiary other than Capital Stock of, or acquired by, any
Foreign Subsidiary Borrower) as to which the Administrative Agent, for the
benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and
deliver to the Administrative Agent such amendments to the applicable Guarantee
and Collateral Agreement or such other documents as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a security interest in such property and (ii) take all
actions necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in such
property, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the applicable Guarantee and
Collateral Agreement or by law or as may be requested by the Administrative
Agent.

            (b) With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $500,000 acquired after
the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than
any such real property subject to a Lien expressly permitted by subsection
7.1(a)), promptly (i) execute and deliver a first priority Mortgage, in favor of
the Administrative Agent, for the benefit of the Lenders, covering such real
property, (ii)
<PAGE>
                                                                              78


if requested by the Administrative Agent, provide the Lenders with (x) title and
extended coverage insurance covering such real property in an amount at least
equal to the purchase price of such real property (or such other amount as shall
be reasonably specified by the Administrative Agent) as well as a current ALTA
survey thereof, together with a surveyor's certificate and (y) any consents or
estoppels reasonably deemed necessary or advisable by the Administrative Agent
in connection with such mortgage or deed of trust, each of the foregoing in form
and substance reasonably satisfactory to the Administrative Agent and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

            (c) With respect to any new Domestic Subsidiary created or acquired
after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i)
execute and deliver to the Administrative Agent such amendments to the
applicable Guarantee and Collateral Agreement as the Administrative Agent deems
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a perfected first priority security interest in the Capital Stock
of such new Domestic Subsidiary that is owned by the Borrower or any of its
Subsidiaries, (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the Borrower or such
Subsidiary, as the case may be, (iii) cause such new Domestic Subsidiary (A) to
become a party to the applicable Guarantee and Collateral Agreement, (B) to take
such actions necessary or advisable to grant to the Administrative Agent for the
benefit of the Lenders a perfected first priority security interest in the
Collateral described in the applicable Guarantee and Collateral Agreement with
respect to such new Domestic Subsidiary (however, in the case of a pledge by the
new Domestic Subsidiary of Capital Stock of an Excluded Foreign Subsidiary, such
pledge shall be limited to 65% of voting Capital Stock of such Excluded Foreign
Subsidiary), including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the applicable Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Administrative Agent a certificate of such new
Domestic Subsidiary, substantially in the form of Exhibit K, with appropriate
insertions and attachments, and (iv) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent, 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 6.11(c) shall not take effect unless and until
the financial statements delivered to the Administrative Agent following 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.

            (d) With respect to any new Foreign Subsidiary (other than an
Excluded Foreign Subsidiary) created or acquired after the Closing Date by the
Borrower or any of its Subsidiaries and with respect to each new Foreign
Subsidiary Borrower, promptly (i) execute and deliver to the Administrative
Agent such amendments to the applicable Guarantee and Collateral Agreement or
execute such additional Guarantee and Collateral Agreements as the
Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Lenders, a perfected first priority security
interest in the Capital Stock of such new Foreign Subsidiary or Foreign
Subsidiary Borrower that is owned by the Borrower or any of its
<PAGE>
                                                                              79


Domestic Subsidiaries or any Foreign Subsidiary Borrower (in the case of such
Foreign Subsidiary Borrower or first-tier Subsidiaries of any Foreign Subsidiary
Borrower, to secure the obligations of such Foreign Subsidiary Borrower
hereunder), (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the Borrower or such
Subsidiary, as the case may be, (iii) in the case of a new Foreign Subsidiary
Borrower, cause such new Foreign Subsidiary Borrower (A) to become a party to
the applicable Guarantee and Collateral Agreement, and (B) to take such actions
necessary or advisable to grant to the Administrative Agent for the benefit of
the Lenders a perfected first priority security interest in the Capital Stock of
its Subsidiaries (other than Excluded Foreign Subsidiaries) if such Foreign
Subsidiary Borrower is a check the box entity or a similar pass through entity,
and (iv) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent, 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 6.11(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. For purposes of
this Agreement, (i) a check the box entity shall mean an entity that has elected
to be, or is by default, an entity that is disregarded as a separate entity from
its U.S. parent or owner for U.S. federal income tax consequences, and (ii) a
"pass through entity" shall mean an entity that has elected to be, or is by
default, treated as a partnership for U.S. federal income tax consequences.

            (e) With respect to any new Excluded Foreign Subsidiary owned by the
Borrower or any of its Domestic Subsidiaries or by any Foreign Subsidiary
Borrower that is a check the box entity or a pass through entity created or
acquired after the Closing Date by the Borrower or any of its Subsidiaries,
promptly (i) execute and deliver to the Administrative Agent such amendments to
the applicable Guarantee and Collateral Agreement as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in the
Capital Stock of such new Subsidiary that is owned by the Borrower or any of its
Domestic Subsidiaries or by such a Foreign Subsidiary Borrower (provided that in
no event shall more than 65% of the total outstanding voting Capital Stock of
any such new Subsidiary be required to be so pledged), (ii) deliver to the
Administrative Agent the certificates representing such voting Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the Borrower or such Subsidiary, as the case may be, and
take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Administrative Agent's security
interest therein, and (iii) if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent, 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 6.11(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
<PAGE>
                                                                              80


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.

            6.12 Environmental, Health and Safety Matters. (a) Comply with, and
ensure compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws, including, without limitation, obtaining and complying with
and maintaining, and ensuring that all tenants and subtenants obtain and comply
with and maintain, any and all licenses, approvals, notifications, registrations
or permits required by applicable Environmental Laws. For purposes of this 6.12
(a), noncompliance by the Borrower or any of its Subsidiaries with any
applicable Environmental Law shall be deemed not to constitute a breach of this
covenant provided that, upon learning of any actual or suspected noncompliance,
the Borrower and the relevant Subsidiaries shall promptly undertake all
reasonable efforts to achieve compliance (or contest in good faith by
appropriate proceedings the applicable Environmental Law at issue and (to the
extent required by GAAP) provide on the books of the Borrower or any of its
Subsidiaries, as the case may be, reserves in conformity with GAAP with respect
thereto), and provided further that, in any case, such non-compliance, and any
other noncompliance with Environmental Law, individually or in the aggregate,
could not reasonably be expected to result in a Material Environmental Amount.

            (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws, except to the extent
that the amount or validity thereof is currently being contested in good faith
by appropriate proceedings and (to the extent required by GAAP) reserves in
conformity with GAAP with respect thereto have been provided on the books of the
Borrower or any of its Subsidiaries, as the case may be.

            (c) Defend, indemnify and hold harmless the Administrative Agent and
the Lenders, and their respective parents, subsidiaries, affiliates, employees,
agents, officers and directors, from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses of whatever kind or
nature known or unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of, noncompliance with or liability under any
Environmental Laws applicable to the Borrower or any of its Subsidiaries or any
of their respective operations or Properties, or any orders, requirements or
demands of Governmental Authorities related thereto, including, without
limitation, attorney's and consultant's fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the party seeking indemnification therefor. This indemnity shall continue in
full force and effect regardless of the termination of this Agreement.

            Section 7. NEGATIVE COVENANTS

            The Borrower hereby agrees that, from the Closing Date and so long
as the Revolving Credit Commitments remain in effect, any Letter of Credit is
outstanding or any amount is owing to any Lender or the Administrative Agent
hereunder or under any other Loan Document, the Borrower shall not, nor shall it
permit any of its Subsidiaries to, directly or indirectly:
<PAGE>
                                                                              81


            7.1 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except:

            (a) Liens securing Indebtedness in an aggregate amount not exceeding
$75,000,000 at any time outstanding in respect of capitalized lease obligations
and purchase money obligations for fixed or capital assets; provided that (i)
such Liens do not at any time encumber any property other than the property
financed by such Indebtedness and (ii) the Indebtedness secured thereby shall
not exceed the cost or fair market value, whichever is lower, of the property
being acquired on the date of acquisition;

            (b) Liens on assets of a Foreign Subsidiary which is not a Foreign
Subsidiary Borrower to secure Permitted Foreign Debt of such Foreign Subsidiary
provided that such Permitted Foreign Debt is not guaranteed by Scotts;

            (c) Liens for taxes and special assessments not yet due or which are
being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Borrower and
its Subsidiaries in accordance with GAAP;

            (d) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, or other like Liens arising in the ordinary course of business
which are not overdue for a period of more than 30 days or which are being
contested in good faith and by appropriate proceedings;

            (e) pledges or deposits in connection with workmen's compensation,
unemployment insurance and other social security legislation;

            (f) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory and other obligations
required by law, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

            (g) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and other Liens
incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto or interfere with the ordinary conduct of
the business of the Borrower or its Subsidiaries;

            (h) Liens resulting from judgments of any court or governmental
proceeding, provided such Liens in the aggregate do not constitute an Event of
Default under subsection 8(h);

            (i) Liens in existence on the Closing Date described in Schedule
7.1(i);

            (j) Liens of landlords or of mortgagees of landlords, arising solely
by operation of law, on fixtures located on premises leased in the ordinary
course of business, provided that the rental payments secured thereby are not
yet due;

            (k) Liens contemplated under Section 4.12 of the Existing Senior
Subordinated Note Indenture;
<PAGE>
                                                                              82


            (l) Liens on Sold Receivables created under any Receivables Purchase
Facility;

            (m) Liens created by or pursuant to this Agreement or the other Loan
Documents;

            (n) Liens on assets of Foreign Subsidiaries arising by operation of
law or pursuant to customary business practice and not known to the Borrower to
materially affect the value of such assets; and

            (o) purchase money Liens on assets acquired with seller-financed
Indebtedness permitted pursuant to subsection 7.6(o), so long as such Liens
encumber only assets (and proceeds thereof) acquired with such Indebtedness and
do not secure any other Indebtedness.

            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 $50,000,000 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 $40,000,000 at any one time outstanding,
(v) Contingent Obligations of any Subsidiary Guarantor in respect of
Indebtedness permitted under subsections 7.6(e)-(g), provided that such
Contingent Obligations are subordinated to the same extent as the obligations of
the Borrower in respect of the related Indebtedness, (vi) any guarantees of the
Borrower or any of its Subsidiaries under subsection 5.1(b) or (vii) any
guarantee of the obligations of the Borrower by its Subsidiaries of Indebtedness
in respect of the Senior Subordinated Notes provided that such Contingent
Obligations are subordinated to the same extent as the obligations of the
Borrower in respect of the related Indebtedness.

            7.3 Limitation on Fundamental Changes. Except as permitted or
contemplated by this Agreement or any other Loan Document, enter into any
transaction of merger or consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), convey, sell, lease,
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any material part of its business or assets, whether now
owned or hereafter acquired, or acquire by purchase or otherwise all or
substantially all the business or assets of, or stock or other evidence of
beneficial ownership of, any Person, or make any material change in the method
by which it conducts business, except as provided on Schedule 7.3 and that:

            (a) any Subsidiary of the Borrower may be merged, amalgamated or
consolidated with or into the Borrower or any wholly owned Subsidiary of the
Borrower (provided that in the case of each such merger or consolidation, the
Borrower or such wholly owned Subsidiary, as the case may be, shall be the
continuing or surviving corporation);
<PAGE>
                                                                              83


            (b) any Subsidiary of the Borrower may be liquidated, wound up or
dissolved into, or all or substantially all, or such lesser amount thereof as
the Borrower shall determine, of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one transaction
or a series of transactions, to, (i) the Borrower or any wholly owned Subsidiary
of the Borrower (provided that such wholly owned Subsidiary shall be a
Subsidiary Guarantor) or (ii) to any other Person in compliance with subsection
7.9;

            (c) the Borrower or any Subsidiary of the Borrower may acquire by
purchase or otherwise all or substantially all the business or assets of, or
stock or other evidence of beneficial ownership of, any Person (including,
without limitation, any Affiliate of the Borrower), provided that such
acquisition shall be a Permitted Acquisition; and

            (d) so long as no Default or Event of Default has occurred and is
continuing, the Borrower may effect a reorganization whereby the common stock of
the Borrower shall become owned by a Person organized or existing under the laws
of the United States of America, any state thereof or the District of Columbia
("Holdco"), provided, at the Borrower's election, either (i)(A) Holdco shall
assume and agree to perform all covenants, agreements, rights, obligations and
liabilities of the Borrower under this Agreement and the other Loan Documents
and become for all purposes thereof, the "Borrower" under this Agreement
pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent, (B) the Borrower shall thereafter be a Domestic Subsidiary
for all purposes under this Agreement (and shall no longer be the "Borrower"),
and (C) the Borrower and Holdco shall comply with subsection 6.11(c) (it being
understood that a pledge of the Capital Stock of Holdco shall not be required),
or (ii) (A) the Borrower shall remain liable for all of its Obligations, (B) the
provisions of Sections 4, 6, 7 and 8 applicable to the Borrower shall also be
applicable to Holdco and (C) Holdco shall execute and deliver to the
Administrative Agent a Guarantee and Collateral Agreement and such other
documents as the Administrative Agent shall reasonably request in form and
substance reasonably acceptable to the Administrative Agent; provided further,
that in the event of the assumption by Holdco of such covenants, agreements,
rights, obligations and liabilities of the Borrower, Holdco shall become
concurrently with such assumption the primary obligor on the Senior Subordinated
Notes and any other subordinated or unsecured Indebtedness of the Borrower
permitted pursuant to subsection 7.6 of this Agreement that are outstanding
(other than the Existing Senior Subordinated Notes).

            7.4 Limitation on Capital Expenditures. Directly or indirectly (by
way of the acquisition of the securities of a Person or otherwise) make any
expenditure in respect of the purchase or other acquisition of any fixed or
capital asset (excluding normal replacements and maintenance which are properly
charged to current operations or replacements and maintenance which are payable
from the proceeds of insurance received by the Borrower or any of its
Subsidiaries) by the expenditure of cash or the incurrence of Indebtedness,
except for the purchase or other acquisition in any fiscal year of any such
asset the cost of which (or, in the case of any acquisition not in the nature of
an ordinary purchase, the book value of the consideration given for which), when
aggregated with the costs of all other such assets purchased or otherwise
acquired by the Borrower and its Subsidiaries taken as a whole during such
fiscal year, does not exceed the amounts set forth below opposite each fiscal
year, provided that any such amount referred to above, if not so expended in the
fiscal year for which it is permitted, may be carried over for expenditure in
the next succeeding fiscal year, but not in any subsequent fiscal year.
<PAGE>
                                                                              84


<TABLE>
<CAPTION>
      Fiscal Year            Capital Expenditures Amount
      -----------            ---------------------------

<S>                          <C>
          2004                        85,000,000
          2005                        90,000,000
          2006                        95,000,000
          2007                       100,000,000
          2008                       105,000,000
          2009                       110,000,000
          2010                       115,000,000
</TABLE>

            7.5 Limitation on Acquisitions, Investments, Loans and Advances.
Make or commit to make any advance, loan, extension of credit or capital
contribution to, or purchase of stock, bonds, notes, debentures or other
securities of any Person, or make any other investment in any Person, except:


            (a) investments in Cash Equivalents and Foreign Cash Equivalents;

            (b) loans and advances to officers and directors of the Borrower or
any of its Subsidiaries (or employees thereof or manufacturers' representatives
provided such loans and advances are approved by an officer of the Borrower) for
travel, entertainment and relocation expenses in the ordinary course of business
which do not exceed at any time outstanding an aggregate amount in excess of
$5,000,000;

            (c) loans and advances to and investments in the Borrower or its
Subsidiaries including loans made by Scotts Treasury EEIG to any Foreign
Subsidiary;

            (d) investments in notes and other securities received in the
settlement of overdue debts and accounts payable in the ordinary course of
business and for amounts which, individually or in the aggregate, are not
material to the Borrower and its Subsidiaries taken as a whole;

            (e) as otherwise provided pursuant to subsection 7.4;

            (f) Permitted Acquisitions;

            (g) insofar as not otherwise permitted pursuant to preceding clauses
(a) through (f), loans to or investments in Affiliates in an aggregate amount
not in excess of $20,000,000;

            (h) investments in the Capital Stock of a joint venture entity in an
aggregate amount not to exceed $50,000,000; provided that the amount of such
investments permitted pursuant to this subsection 7.5(h) shall be reduced by the
aggregate amount of non-cash consideration received in respect of Dispositions
permitted pursuant to subsection 7.9;

            (i) investments in the nature of seller financing of or other
consideration received in any Disposition by the Borrower or any of its
Subsidiaries of any assets permitted by subsection 7.9;
<PAGE>
                                                                              85


            (j) loans and advances to and investments in the Borrower or any
Subsidiary Borrower to the extent required to facilitate the making of mandatory
prepayments under subsection 2.12; and

            (k) insofar as not otherwise permitted pursuant to preceding clauses
(a) through (i), investments in an aggregate amount not in excess of
$25,000,000.

            7.6 Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness except:


            (a) Indebtedness of any Loan Party pursuant to any Loan Document;

            (b) Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary to the Borrower or any other Subsidiary;

            (c) Indebtedness outstanding on the date hereof and listed on
Schedule 7.6(c) (including the Existing Senior Subordinated Notes and the Senior
Subordinated Notes) and any refinancings, refundings, renewals or extensions
thereof (without increasing, or shortening the maturity of, the principal amount
thereof);

            (d) Indebtedness (including, without limitation, Capital Lease
Obligations) secured by Liens permitted by subsection 7.1(a) in an aggregate
principal amount not to exceed $75,000,000 at any one time outstanding;

            (e) unsecured Indebtedness of the Borrower under subordinated notes
pursuant to one or more subordinated note indentures having subordination
provisions as favorable to the Lenders as those in the Senior Subordinated Note
Indenture and having no scheduled principal payments or prepayments prior to
September 30, 2011 which may be used (i) to prepay the Term Loans, (ii) to
repurchase or redeem the Existing Senior Subordinated Notes, (iii) to repurchase
or redeem the Senior Subordinated Notes or (iv) for Permitted Acquisitions;
provided any such Indebtedness under subparagraph (iv) of this subsection 7.6(e)
that is used for Permitted Acquisitions may be incurred only when after giving
effect to the incurrence of such Indebtedness, the Leverage Ratio is at least
0.25 to 1.00 less than the covenant contained in subsection 6.10;

            (f) unsecured Indebtedness of the Borrower in an aggregate principal
amount of $100,000,000 under subordinated notes pursuant to one or more
subordinated note indentures having subordination provisions as favorable to the
Lenders as those in the Senior Subordinated Note Indenture and having no
scheduled principal payments or prepayments prior to September 30, 2011;

            (g) unsecured or subordinated Indebtedness of the Borrower in an
aggregate principal amount of $200,000,000 having no scheduled principal
payments or prepayments prior to September 30, 2011 and which subordinated
Indebtedness which may be used for Permitted Acquisitions; provided any such
Indebtedness under this subsection 7.6(g) may be incurred only when after giving
effect to the incurrence of such Indebtedness, the Senior Leverage Ratio is at
least 2.5 to 1.0; provided further that any such subordinated Indebtedness
permitted under this subsection 7.6(g) shall be under subordinated notes
pursuant to one or more subordinated note
<PAGE>
                                                                              86


indentures having subordination provisions as favorable to the Lenders as those
in the Senior Subordinated Note Indenture of the Borrower;

            (h) additional Indebtedness of the Borrower or any of its
Subsidiaries in an aggregate principal amount (for the Borrower and all
Subsidiaries) not to exceed $25,000,000 at any one time outstanding;

            (i) Indebtedness under Hedging Agreements entered into with any
Hedging Lender in the ordinary course of business, provided that such Hedging
Agreements are entered into in the ordinary course of business to hedge or
mitigate risks as to which the Borrower or any of its Subsidiaries reasonably
believes it is exposed in the conduct of its business or the management of its
liabilities;

            (j) Indebtedness contemplated by subsection 7.5(c);

            (k) Indebtedness incurred by any Foreign Subsidiary, provided that
the aggregate principal amount of all such Indebtedness of all Foreign
Subsidiaries which are not Subsidiary Guarantors or Foreign Subsidiary Borrowers
shall not exceed $60,000,000 or the equivalent thereof at any one time
outstanding (any Indebtedness incurred pursuant to this subsection 7.6(k),
"Permitted Foreign Debt"); and

            (l) Indebtedness of any Person that becomes a Subsidiary of the
Borrower in a Permitted Acquisition or Indebtedness otherwise assumed by the
Borrower or any of its subsidiaries in connection with a Permitted Acquisition
in an aggregate principal amount for all such Indebtedness at any time
outstanding of up to $30,000,000;

            (m) Indebtedness incurred by any Foreign Subsidiary supported by a
Letter of Credit ("Supported Foreign Indebtedness"), provided that the aggregate
principal amount of all such Indebtedness shall not exceed $65,000,000 at any
one time outstanding;

            (n) to the extent that the Receivables Subsidiary's or any other
Person's obligation to purchase or acquire Sold Receivables under the
Receivables Purchase Facility is deemed to be an obligation to lend money to the
Borrower, any Indebtedness of the Borrower under the Receivables Purchase
Facility; and

            (o) seller-financed Indebtedness incurred by the Borrower or any of
its Subsidiaries in an aggregate principal amount not to exceed $100,000,000 at
any one time outstanding.

            7.7 Limitation on Restrictions on Subsidiary Distributions. Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of the Borrower which is not a
Subsidiary Guarantor to (a) pay dividends or make any other distributions in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) pay dividends
or make any other distributions from a Foreign Subsidiary which is not a
Subsidiary Guarantor or a Subsidiary Borrower except in agreements governing
Permitted Foreign Debt, (c) make loans or advances to the Borrower or any other
Subsidiary of the Borrower or (d) transfer any of its assets to the Borrower or
any other Subsidiary of the Borrower, except for such encumbrances
<PAGE>
                                                                              87


or restrictions existing under or by reason of any restrictions with respect to
such Subsidiary imposed pursuant to an agreement which has been entered into in
connection with the sale or disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary.

            7.8 Transactions with Affiliates and Officers. Except for
transactions associated with the relocation expenses of officers of the Borrower
in the ordinary course of business, (a) enter into any transaction, including,
without limitation, the purchase, sale or exchange of property or the rendering
of any services, with any Affiliate or any executive officer or director
thereof, or enter into, assume or suffer to exist any employment or consulting
contract with any Affiliate or any executive officer or director thereof, except
any transaction or contract which is in the ordinary course of the Borrower's or
such Subsidiary's business and which is upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary than it would obtain in a
comparable arm's length transaction with a Person not an Affiliate, (b) make any
advance or loan to any Affiliate (except as otherwise made pursuant to
subsection 7.5) or any director or executive officer thereof or to any trust of
which any of the foregoing is a beneficiary, or to any Person on the guarantee
of any of the foregoing or (c) pay any fees (other than reasonable directors'
fees or expenses) or expenses to, or reimburse or assume any obligation for the
reimbursement of any expenses incurred by, any Affiliate or any executive
officer or director thereof.

            7.9 Limitation on Sale of Assets. Except as permitted or
contemplated by this Agreement or any other Loan Document, Dispose of any of its
assets (including, without limitation, receivables and leasehold interests, but
excluding obsolete or worn out property or property (including inventory)
Disposed of in the ordinary course of business) with a fair market value (in
combination with any other assets sold in the same or any related transaction)
in excess of $5,000,000, whether now owned or hereafter acquired, except that
the Borrower or any of its Subsidiaries may Dispose of:

            (a) assets, provided that the aggregate fair market value of all
such assets in all such transactions shall not exceed 35% of Consolidated Total
Assets as at September 30, 2003;


            (b) assets, provided that the fair market value of all such assets
disposed of in any fiscal year shall not exceed 10% in the aggregate of
Consolidated Total Assets as at the last day of the prior fiscal year (which
amount shall be inclusive of amounts in respect of transactions pursuant to
subsection 7.3(b)(ii), but exclusive of transactions permitted under 7.10); and

            (c) the sale, transfer or discount of Sold Receivables pursuant to
any Receivables Purchase Facility;

provided that, in the case of any such Disposition (including, without
limitation, any Disposition for which the Borrower received as consideration the
Capital Stock of a joint venture entity), the Borrower shall receive cash
consideration equal to at least 80% of the fair market value of the Disposed
assets except to the extent that the non-cash consideration received in such
Disposition in excess of 20% of the aggregate consideration received in such
Disposition, together with the aggregate value of the non-cash consideration
received in any prior Disposition in excess of 20% of the consideration therefor
and the aggregate amount of other investments in joint venture
<PAGE>
                                                                              88


interests permitted pursuant to subsection 7.5(h) since the date hereof (valued
as of the date of receipt thereof) shall not exceed $50,000,000.

            For the avoidance of doubt, any Disposition of assets may utilize
the then-unused permitted basket amounts specified in clauses (a) and (b) above
in any order that the Borrower may elect.

            7.10 Sale and Leaseback. Enter into any arrangement with any Person
providing for the leasing by the Borrower or any of its Subsidiaries of real or
personal property which has been or is to be sold or transferred by the Borrower
or any such Subsidiary to such Person or to any other Person to whom funds have
been or are to be advanced by such Person on the security of such property or
rental obligations of the Borrower or any such Subsidiary, except with respect
to (i) such transactions described on Schedule 7.10 hereto and (ii) any other
such transactions which in any fiscal year shall not have an aggregate fair
market value in excess of $15,000,000.

            7.11 Fiscal Year. Permit the fiscal year of the Borrower and its
Subsidiaries to end on a day other than September 30.


            7.12 Modifications of Certain Debt Instruments. (a) Amend, modify,
waive or otherwise change, or consent or agree to any amendment, modification,
waiver or other change to, any of the terms of the Existing Senior Subordinated
Notes, the Senior Subordinated Notes or any other subordinated notes (or any
refinancing thereof) issued pursuant to subsections 7.6(e) or (f) (other than
any such amendment, modification, waiver or other change that (i)(x) would
extend the maturity or reduce the amount of any payment of principal thereof or
reduce the rate or extend any date for payment of interest thereon and (y) does
not involve the payment of a consent fee material in proportion to the
outstanding principal amount thereof or (ii) provides for actions which (x) are
expressly permitted under this Agreement and (y) do not require the consent of
any of the holders of the applicable Existing Senior Subordinated Notes, Senior
Subordinated Notes or subordinated notes (or refinancing thereof) issued
pursuant to subsections 7.6(e) or (f)); or (c) designate any Indebtedness (other
than obligations of the Loan Parties pursuant to the Loan Documents) as
"Designated Senior Indebtedness" for the purposes of the Existing Senior
Subordinated Note Indenture or the Senior Subordinated Note Indenture.

            7.13 Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of the
Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist
any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its obligations under the Loan Documents to which it is a
party other than (a) this Agreement and the other Loan Documents; (b) any
agreements governing any purchase money Liens or Capital Lease Obligations
otherwise permitted hereby (in which case, any prohibition or limitation shall
only be effective against the assets financed thereby) and (c) any agreements
governing any Receivables Purchase Facility provided that such limitation shall
only be effective against the Sold Receivables.

            7.14 Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonably related thereto.
<PAGE>
                                                                              89


            7.15 Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any of its Capital Stock, whether now or hereafter outstanding,
or make any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations (collectively,
"Restricted Payments"), except that any Subsidiary may make Restricted Payments
to the Borrower or any Subsidiary and that, so long as no Default or Event of
Default has occurred and is continuing or would result therefrom:

            (a) the Borrower may declare and pay dividends on its Capital Stock
(including its preferred stock) in an aggregate amount of up to $25,000,000 in
each fiscal year of the Borrower; provided, that, if after giving effect to any
such dividend the Leverage Ratio (calculated on a pro forma basis as of the last
day of the most recently completed fiscal quarter, but including in the
calculation thereof the Indebtedness of the Borrower and its consolidated
Subsidiaries after giving effect to the payment of such dividends) is not
greater than 2.5 to 1.0, the Borrower may declare and pay dividends on its
Capital Stock in an aggregate amount of up to $50,000,000 in each fiscal year,
and

            (b) the Borrower may make a repurchase or redemption of shares of
its Capital Stock, so long as after giving effect to such repurchase or
redemption the aggregate cost of all such repurchases and redemptions from the
date hereof is not greater than the amount set forth below opposite the fiscal
year during which such purchase or redemption is to occur:


<TABLE>
<CAPTION>
Fiscal Year                                            Aggregate Amount
<S>                                                    <C>
2004                                                   $100,000,000
2005                                                   $100,000,000
2006                                                   $100,000,000
2007 and thereafter                                    $175,000,000
</TABLE>

The amounts listed under clause (b) of this subsection 7.15 shall be increased
by the proceeds from the issuance of any Capital Stock or other equity by the
Borrower or any of its Subsidiaries (other than to the Borrower or any Domestic
Subsidiary Borrower) not applied to repay the Term Loans pursuant to subsection
2.12(b) or used for Permitted Acquisitions.

            Section 8. EVENTS OF DEFAULT

            Upon the occurrence of any of the following events:

            (a) Payments. The Borrower or the relevant Subsidiary Borrower shall
      fail to pay any principal of any Loan or any Reimbursement Obligation when
      any such amount becomes due in accordance with the terms thereof or hereof
      (including, without limitation, all amounts of L/C Obligations, whether or
      not the beneficiaries of the then
<PAGE>
                                                                              90


      outstanding Letters of Credit shall have presented the documents required
      thereunder); or the Borrower or the relevant Subsidiary Borrower shall
      fail to pay any interest on any Loan or any fee or other amount payable
      hereunder, within five days after any such interest, fee or amount becomes
      due in accordance with the terms thereof or hereof (including, without
      limitation, all amounts of L/C Obligations, whether or not the
      beneficiaries of the then outstanding Letters of Credit shall have
      presented the documents required thereunder); or

            (b) Representations and Warranties. Any representation or warranty
      made or deemed made by the Borrower or any of its Subsidiaries in any of
      the Loan Documents to which it is a party or which is contained in any
      certificate, document or financial or other statement furnished at any
      time under or in connection herewith or therewith shall prove to have been
      incorrect in any material respect on or as of the date made or deemed
      made; or

            (c) Certain Covenants. The Borrower shall default in the observance
      or performance of any covenant or agreement contained in subsection 6.9 or
      6.10; or


            (d) Other Covenants. The Borrower or any of its Subsidiaries shall
      default in the observance or performance of any covenant or agreement (i)
      contained in subsections 7.3, 7.4, 7.6, 7.9, 7.10 or 7.15 and such default
      shall continue unremedied for a period of 10 days or (ii) contained in
      this Agreement or in any other Loan Document not referred to in preceding
      clause (i) or subsection 8(c) and such default shall continue unremedied
      for a period of 30 days; or

            (e) Cross-Default. The Borrower or any of its Material Subsidiaries
      shall (i) default in any payment of principal of or interest on any
      Indebtedness (other than the Loans) or in the payment of any Contingent
      Obligation, the aggregate principal amount of which exceeds $15,000,000,
      beyond the period of grace (not to exceed 30 days), if any, provided in
      the instrument or agreement under which such Indebtedness or Contingent
      Obligation was created; or (ii) default in the observance or performance
      of any other agreement or condition relating to any such Indebtedness or
      Contingent Obligation or contained in any instrument or agreement
      evidencing, securing or relating thereto, or any other event shall occur
      or condition exist, the effect of which default or other event or
      condition is to cause, or to permit the holder or holders of such
      Indebtedness or beneficiary or beneficiaries of such Contingent Obligation
      (or a trustee or agent on behalf of such holder or holders or beneficiary
      or beneficiaries) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity or such Contingent
      Obligation to become payable; or (iii) any such Indebtedness or Contingent
      Obligation shall be declared to be due and payable, or required to be
      prepaid (other than by a regularly scheduled required prepayment) prior to
      the stated maturity thereof; or

            (f) Commencement of Bankruptcy or Reorganization Proceedings. (i)
      The Borrower or any of its Material Subsidiaries shall commence any case,
      proceeding or other action (A) under any existing or future law of any
      jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization or relief of debtors, seeking to have an
<PAGE>
                                                                              91


      order for relief entered with respect to it, or seeking to adjudicate it a
      bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
      winding-up, liquidation, dissolution, composition or other relief with
      respect to it or its debts, or (B) seeking appointment of a receiver,
      trustee, custodian or other similar official for it or for all or any
      substantial part of its assets, or the Borrower or any of its Subsidiaries
      shall make a general assignment for the benefit of its creditors; or (ii)
      there shall be commenced against the Borrower or any of its Material
      Subsidiaries any case, proceeding or other action of a nature referred to
      in clause (i) above which (A) results in the entry of an order for relief
      or any such adjudication or appointment or (B) remains undismissed,
      undischarged or unbonded for a period of 60 days; or (iii) there shall be
      commenced against the Borrower or any of its Material Subsidiaries any
      case, proceeding or other action seeking issuance of a warrant of
      attachment, execution, distraint or similar process against all or any
      substantial part of its assets which results in the entry of an order for
      any such relief which shall not have been vacated, discharged, or stayed
      or bonded pending appeal within 60 days from the entry thereof; or (iv)
      the Borrower or any of its Material Subsidiaries shall take any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v)
      the Borrower or any of its Material Subsidiaries shall generally not, or
      shall be unable to, or shall admit in writing its inability to, pay its
      debts as they become due; or

            (g) ERISA. (i) Any Person shall engage in any "prohibited
      transaction" (as defined in Section 406 of ERISA or Section 4975 of the
      Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
      defined in Section 302 of ERISA), whether or not waived, shall exist with
      respect to any Plan, (iii) a Reportable Event shall occur with respect to,
      or proceedings shall commence to have a trustee appointed, or a trustee
      shall be appointed, to administer or to terminate, any Single Employer
      Plan, which Reportable Event or institution of proceedings is, in the
      reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA in a "distress
      termination" (within the meaning of Section 4041(c) of ERISA), and, in the
      case of a Reportable Event, the continuance of such Reportable Event
      unremedied for ten days after notice of such Reportable Event pursuant to
      Section 4043(a), (c) or (d) of ERISA is given or, in the case of
      institution of proceedings, the continuance of such proceedings for ten
      days after commencement thereof, (iv) any Single Employer Plan shall
      terminate for purposes of Title IV of ERISA in a "distress termination"
      (within the meaning of Section 4041(c) of ERISA), (v) the Borrower or any
      Commonly Controlled Entity shall, or is, in the reasonable opinion of the
      Required Lenders, likely to, incur any liability in connection with a
      withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
      Plan or (vi) any other event or condition shall occur or exist with
      respect to a Single Employer Plan; and in each case in clauses (i) through
      (vi) above, such event or condition, together with all other such events
      or conditions, if any, is reasonably likely to subject the Borrower or any
      of its Subsidiaries to any tax, penalty or other liabilities in the
      aggregate material in relation to the business, operations, property or
      financial or other condition of the Borrower and its Subsidiaries taken as
      a whole; or

            (h) Material Judgments. One or more judgments or decrees shall be
      entered against the Borrower or any of its Material Subsidiaries involving
      in the aggregate a liability (not covered by insurance) of $20,000,000 or
      more and all such judgments or
<PAGE>
                                                                              92


      decrees shall not have been vacated, satisfied, discharged, or stayed or
      bonded pending appeal within 60 days from the entry thereof; or

            (i) Change in Control. (i) Except as permitted by subsection 7.3(d),
      any Person (other than one or more members of the Control Group) shall at
      any time own, directly or indirectly shares representing more than 30% of
      the aggregate ordinary voting power represented by the issued and
      outstanding Capital Stock of the Borrower or (ii) a "Change of Control" as
      defined in the Existing Subordinated Note Indenture or the Senior
      Subordinated Notes Indenture or any "Change of Control" as defined in any
      other subordinated note indenture or any event described with similar
      terminology thereunder shall occur; or

            (j) Effectiveness of the Guarantee and Collateral Agreements. Any
      Guarantee and Collateral Agreement shall cease for any reason (other than
      pursuant to the terms and conditions of this Agreement or the other Loan
      Documents) to be in full force and effect in accordance with its terms or
      any party thereto shall so assert in writing or any Lien on any material
      Collateral created by any of the Guarantee and Collateral Agreements shall
      cease to be enforceable and of the same effect and priority purported to
      be created thereby; or

then, and in any such event, (a) if such event is an Event of Default specified
in paragraph (f) above with respect to the Borrower or any Subsidiary Borrower,
automatically the Revolving Credit Commitments, the Term Loan Commitments (if
any), the Swing Line Commitment and the L/C Commitment shall immediately
terminate and the Term Loans, the Swing Line Loans, the Revolving Credit Loans
and the Reimbursement Obligations hereunder (with accrued interest thereon), the
maximum amount available to be drawn under all outstanding Letters of Credit and
all other amounts owing by the Borrower or such Subsidiary Borrower, as the case
may be, under this Agreement shall immediately become due and payable, and (b)
if such event is any Event of Default and is continuing, either or both of the
following actions may be taken (to the extent not already automatically taken
pursuant to the foregoing clause (a)): (i) with the consent of the Required
Lenders, the Administrative Agent may or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower, declare the
Revolving Credit Commitments, the Term Loan Commitments (if any), the Swing Line
Commitment and the L/C Commitment to be terminated forthwith, whereupon the
Revolving Credit Commitments, the Term Loan Commitments (if any), the Swing Line
Commitment and the L/C Commitment shall immediately terminate; and (ii) with the
consent of the Required Lenders, the Administrative Agent may or upon the
request of the Required Lenders, the Administrative Agent shall, by notice of
default to the Borrower, declare the Term Loans, the Swing Line Loans, the
Revolving Credit Loans and the Reimbursement Obligations hereunder (with accrued
interest thereon), the maximum amount available to be drawn under all
outstanding Letters of Credit and all other amounts owing under this Agreement
to be due and payable forthwith, whereupon the same shall immediately become due
and payable. Any amounts paid by the Borrower in respect of such undrawn Letters
of Credit shall be returned to the Borrower after the last expiry date of the
Letters of Credit and after all Obligations under the Loan Documents have been
paid in full.

            With respect to all Letters of Credit for which presentment for
honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Borrower or
<PAGE>
                                                                              93


the relevant Subsidiary Borrower, as the case may be, shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount equal
to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payments of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
Obligations. After all such Letters of Credit shall have expired or been fully
drawn upon, all Reimbursement Obligations shall have been satisfied and all
other Obligations shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrower or such Subsidiary
Borrower, as the case may be.

            Except as expressly provided above in this Section 8, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

            Section 9. THE ADMINISTRATIVE AGENT


            9.1 Appointment. (a) Each Lender hereby irrevocably designates and
appoints JPMCB as the Administrative Agent of such Lender under this Agreement
and the other Loan Documents, and each such Lender hereby irrevocably authorizes
JPMCB, as the Administrative Agent for such Lender, to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement or the
other Loan Documents, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or the other Loan Documents or otherwise exist against the
Administrative Agent.

            (b) Any proceeds received by the Administrative Agent pursuant to
the terms of any Guarantee and Collateral Agreement shall be applied as provided
in such Guarantee and Collateral Agreement. Each Hedging Lender agrees that (i)
if at any time it shall receive any proceeds pursuant to the terms of either
Guarantee and Collateral Agreement (other than through application by the
Administrative Agent in accordance with this subsection 9.1(b)), it shall
promptly turn the same over to the Administrative Agent for application in
accordance with the provisions hereof and (ii) it will not take or cause to be
taken any action, including, without limitation, the commencement of any legal
or equitable proceedings, the purpose of which is or could be to give such
Hedging Lender any preference or priority against the other Lenders with respect
to such proceeds.

            9.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care. Without limiting the foregoing, the Administrative Agent may appoint JPMSI
as its agent to perform the functions of the Administrative Agent hereunder
relating to the advancing of funds to the Borrower or any relevant Subsidiary
Borrower and
<PAGE>
                                                                              94


distribution of funds to the Lenders and to perform such other related functions
of the Administrative Agent hereunder as are reasonably incidental to such
functions.

            9.3 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
(including, without limitation, JPMSI) shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or the other Loan Documents (except for its or
such Person's own gross negligence or wilful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations
or warranties made by the Borrower or any relevant Subsidiary Borrower or any
officer thereof contained in this Agreement or the other Loan Documents or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or the other Loan Documents or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, any Notes or the
other Loan Documents or for any failure of the Borrower or any relevant
Subsidiary Borrower to perform its obligations hereunder or thereunder. Neither
the Administrative Agent nor JPMSI shall be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or the other Loan
Documents, or to inspect the properties, books or records of the Borrower or any
Subsidiary Borrower.

            9.4 Reliance by Administrative Agent. Each of the Administrative
Agent and JPMSI shall be entitled to rely, and shall be fully protected in
relying, upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy or teletype message, statement,
order or other document or conversation reasonably believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent and JPMSI may
deem and treat the payee of any Note as the owner thereof for all purposes
unless (a) a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent and (b) the Administrative Agent
shall have received the written agreement of such assignee that such assignee is
bound hereby as it would have been had it been an original Lender party hereto,
in each case in form and substance satisfactory to the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or the other Loan Documents unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or, as appropriate, the Required Prepayment Lenders or
Majority Facility Lenders), and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Lenders and all future
holders of the Loans. The Administrative Agent and the Issuing Lender shall not
be required to give any notice to any Person other than the Borrower or the
applicable Subsidiary Borrower that an automatic extension of a Letter of Credit
shall not be effective, unless the Required Lenders (or, as appropriate,
Required Prepayment Lenders or Majority Facility Lenders) otherwise direct.
<PAGE>
                                                                              95


            9.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower or any Subsidiary Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent promptly shall give notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders (or, as
appropriate, Required Prepayment Lenders or Majority Facility Lenders); provided
that, unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

            9.6 Non-Reliance on Administrative Agent, Other Lenders and JPMSI.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
(including, without limitation, JPMSI) has made any representations or
warranties to it and that no act by the Administrative Agent hereinafter taken,
including any review of the affairs of the Borrower or any Subsidiary Borrower,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent and JPMSI that it has, independently and without reliance upon the
Administrative Agent or any other Lender or JPMSI, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its extensions of credit hereunder and enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon the
Administrative Agent, JPMSI or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement or the other Loan Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, financial and
other condition or creditworthiness of the Borrower which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

            9.7 Indemnification. The Lenders agree to indemnify each of the
Administrative Agent and JPMSI in its capacity as such (to the extent not
reimbursed by the Borrower or any Subsidiary Borrower and without limiting the
obligation of the Borrower or any Subsidiary Borrower to do so), ratably
according to the respective amounts of their Aggregate Exposure in effect on the
date on which indemnification is sought (or, if indemnification is sought after
the date upon which the Revolving Credit Commitments shall have terminated and
the Loans shall have been paid in full, ratably according to their Aggregate
Exposure Percentage immediately prior to such date), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever
<PAGE>
                                                                              96


which may at any time (including, without limitation, at any time following the
payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent or JPMSI in any way relating to or arising out of this
Agreement, any of the other Loan Documents, or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent or JPMSI under or in
connection with any of the foregoing; provided that no Lender shall be liable
for any payment of any such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the
extent that they result from the Administrative Agent's or JPMSI's gross
negligence or willful misconduct. The agreements in this subsection shall
survive the payment of the Loans and all other amounts payable hereunder.

            9.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower or any Subsidiary
Borrower as though the Administrative Agent were not the Administrative Agent
hereunder. With respect to its Loans made or renewed by it and any Note issued
to it and with respect to any Letter of Credit issued or participated in by it,
the Administrative Agent shall have the same rights and powers under this
Agreement as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

            9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
then the Required Lenders shall appoint from among the Lenders a successor agent
for the Lenders (with, as long as no Event of Default has occurred and is
continuing, the approval of the Borrower, which approval shall not be
unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon its
appointment, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. Any appointed successor agent shall
act as Administrative Agent only through a branch in the United States in
respect of the Term Facility or Facility A, Facility B, Facility C or Facility
D. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

            9.10 The Syndication Agent and the Co-Documentation Agents. The
Syndication Agent and the Co-Documentation Agents do not assume any
responsibility or obligation under this Agreement or any of the other Loan
Documents or any duties as agents for the Lenders. The titles "Syndication
Agent" and "Co-Documentation Agent" imply no fiduciary responsibility on the
part of either of the Syndication Agent or the Co-Documentation Agents to any
Person and the use of such title does not impose on the Syndication Agent or the
Co-Documentation Agents any duties or obligations under this Agreement or any of
the other Loan Documents.
<PAGE>
                                                                              97


            Section 10. MISCELLANEOUS

            10.1 Amendments and Waivers. (a) The Administrative Agent, the
Borrower and the Subsidiary Borrowers may, from time to time, with the written
consent of the Required Lenders, enter into written amendments, supplements or
modifications for the purpose of adding any provisions to this Agreement, the
Guarantee and Collateral Agreements or any other Loan Document or changing in
any manner the rights of the Lenders or the Borrower or any Subsidiary Borrower
hereunder or thereunder, and, with the consent of the Required Lenders, the
Administrative Agent, on behalf of the Lenders, may execute and deliver to the
Borrower a written instrument waiving, on such terms and conditions as the
Administrative Agent may specify in such instrument, any of the requirements of
this Agreement or any other Loan Document or any Default or Event of Default and
its consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) extend the final maturity of any Loan or
reduce the rate or extend the time of payment of interest or fees thereon, or
reduce the principal amount thereof, or extend the scheduled date of or reduce
the amount of any amortization payment in respect of any Term Loan, or change
the amount or terms of any Lender's Revolving Credit Commitment (including the
Optional Currencies applicable to such Lender) or reduce any outstanding L/C
Obligation, or amend, modify or waive any provision of this subsection, or
reduce the percentage specified in the definitions of Required Lenders, Majority
Facility Lenders or Required Prepayment Lenders, respectively, or consent to the
assignment or transfer by the Borrower or any Subsidiary Borrower of any of its
rights and obligations under this Agreement or any other Loan Document (except
to the extent otherwise provided therein), or release the guarantee obligations
of any significant Guarantor (including, without limitation, the Borrower) or
all or substantially all of the collateral under the Guarantee and Collateral
Agreements, in each case without the written consent of each Lender affected
thereby, (ii) amend, modify or waive (A) any provision of subsection 2.12
requiring by its terms the agreement of the Required Prepayment Lenders or any
related definition as used therein or subsection 2.18 without the written
consent of the Required Prepayment Lenders or (B) any other provision hereof if
the effect is to subordinate one of the Facilities in right of payment to any
other of the Facilities without the consent of each Lender adversely affected
thereby, (iii) amend, modify or waive any provision of Section 9 without the
written consent of the then Administrative Agent, or (iv) amend, modify or waive
the provisions of any Letters of Credit or Reimbursement Obligation, without the
written consent of the Borrower or the relevant Subsidiary Borrower and the
Issuing Lender, or the provisions applicable to the Swing Line Loans without the
consent of each Swing Loan Lender. Any such waiver and any such amendment,
supplement or modification shall be binding upon the Borrower, the Subsidiary
Borrowers, the Lenders and all future holders of the Loans. In the case of any
waiver, the Borrower and the Lenders shall be restored to their former position
and rights hereunder and under the other Loan Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon.

            (b) This Agreement may be amended without consent of the Lenders, so
long as no Default or Event of Default shall have occurred and be continuing, as
follows:

                (i) This Agreement will be amended to add Subsidiaries as
            additional Subsidiary Borrowers (which in the case of a Foreign
            Subsidiary, may at such
<PAGE>
                                                                              98


            time be designated by the Borrower as a Regular Subsidiary Borrower)
            upon (x) execution and delivery by the Borrower, such additional
            Subsidiary Borrowers and the Administrative Agent, of a Joinder
            Agreement, substantially in the form of Exhibit L (a "Joinder
            Agreement"), providing for such Subsidiaries to become Subsidiary
            Borrowers, (y) agreement and acknowledgment by The Scotts Company
            and such additional Subsidiaries that the Guarantee and Collateral
            Agreement covers the obligations of such additional Subsidiaries and
            (z) delivery to the Administrative Agent of (1) corporate or other
            applicable resolutions, other corporate or other applicable
            documents, certificates and legal opinions in respect of such
            additional Subsidiary Borrowers substantially equivalent to
            comparable documents delivered on the Closing Date and (2) such
            other documents with respect thereto as the Administrative Agent
            shall reasonably request.

                (ii) This Agreement will be amended to remove any Subsidiary as
            a Subsidiary Borrower upon execution and delivery by the Borrower to
            the Administrative Agent of a written notification to such effect
            and repayment in full of all Loans made to such Subsidiary Borrower,
            cash collateralization of all L/C Obligations in respect of Letters
            of Credit issued for the account of such Subsidiary Borrower and
            repayment in full of all other amounts owing by such Subsidiary
            Borrower under this Agreement and the other Loan Documents (it being
            agreed that any such repayment shall be in accordance with the other
            terms of this Agreement).

                (iii) This Agreement may be amended as contemplated by
            subsection 2.27(b).

            (c) The Lenders (and each of their respective successors, assigns
and transferees) hereby authorize the Administrative Agent to release any
Collateral or the obligations of any Subsidiary under any Guarantee and
Collateral Agreement on their behalf in the event of a sale or other transfer of
such Collateral or such Subsidiary permitted under this Agreement.

            (d) Notwithstanding any other provision herein, the terms and
provisions of Annex B, C or D may be amended, supplemented, modified or waived
in any manner which could not reasonably be considered as adversely affecting in
any material respect the benefits hereof and the rights and remedies hereunder
of the other Lenders with the consent of the Borrower, the Administrative Agent
and the Sterling Lenders, the Australian Dollar Lenders or the Canadian Dollar
Lenders, as the case may be.

            10.2  Notices. Subject to the provisions of subsection 2.2(a), all
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing or by telecopy and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered
by hand, or when deposited in the mail, postage prepaid, or, in the case of
telecopy notice, when received, addressed as follows in the case of the Borrower
and each of the Subsidiary Borrowers and the Administrative Agent, and as set
forth in Schedule 10.2 in the case of the Lenders, or to such address or other
address as may be hereafter notified by the respective parties hereto and any
future holders of the Loans:
<PAGE>
                                                                              99




The Borrower and
each Subsidiary Borrower:          The Scotts Company
                                   14111 Scottslawn Road
                                   Marysville, Ohio 43041
                                   Attn.: Rebecca Bruening
                                   Telephone:  (937) 578-5607
                                   Telecopy:  (937) 578-5755


                                          With a copy sent to:
                                          Vorys, Sater, Seymour and
                                                 Pease LLP
                                          52 East Gay Street
                                          Columbus, Ohio 43216-1008
                                          Attn: John B. Weimer, Esq. and
                                                Stephen D. Browning, Esq.
                                          Telephone:  (614) 464-8343
                                          Telecopy:  (614) 719-5086

The Administrative Agent:          JPMorgan Chase Bank
                                   270 Park Avenue
                                   New York, New York 10017
                                   Attn.: Randolph E. Cates
                                   Telephone:  (212) 270-8997
                                   Telecopy:  (212) 270-6041

                                          With a copy sent to:
                                          J.P. Morgan Europe Limited
                                          125 London Wall
                                          London, England EC2Y 5AJ
                                          Attn: Stephen Clarke
                                          Telecopy: 44 20 7777 2360/2085


 JPMSI:                            J.P. Morgan Securities Inc.
                                   707 Travis Street
                                   Seventh Floor North, mail station 96
                                   Houston, Texas 77002
                                   Attn.: Loan and Agencies Group/Leah E. Hughes
                                   Telephone:  (713) 750-2885
                                   Telecopy:  (713) 750-2932


<PAGE>
                                                                             100


The Australian Administrative Agent:             JP Morgan Australia Limited
                                                 Level 2, Grosvenor Place
                                                 225 George Street
                                                 Sydney 2000 Australia
                                                 Attn:  Jason Lock
                                                 Telephone:  +61-(2)-9251-3371

The Canadian Administrative Agent:               J.P. Morgan Bank Canada
                                                 200 Bay Street
                                                 Royal Bank Plaza
                                                 South Tower, Suite 1800
                                                 Toronto, Canada  M57 2J2
                                                 Attn:  Drew McDonald

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

            10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

            10.4 Survival of Representations, Warranties and Indemnities. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder. The obligation of the Borrower to make payments or to provide
indemnities as provided for in this Agreement shall survive payment in full of
the Loans, expiration of all Letters of Credit and termination of the Revolving
Credit Commitments and this Agreement.

            10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement,
the other Loan Documents and any other documents prepared in connection herewith
or therewith, and the consummation of the transactions contemplated hereby and
thereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the
Administrative Agent for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the other
Loan Documents and any such other documents, including, without limitation, the
reasonable fees and disbursements of counsel (including, without limitation,
in-house counsel) to the Administrative Agent and to the several Lenders, (c) to
pay, indemnify and hold each Lender and the Administrative Agent harmless from
any and all recording and filing fees and any and all liabilities with respect
to, or resulting from any delay in paying, stamp, excise and other similar
non-income taxes (and, for
<PAGE>
                                                                             101


the avoidance of doubt, other than Excluded Taxes), if any, which may be payable
or determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents provided
that and notwithstanding any other provision of this Agreement to the contrary,
the Borrower and/or any Subsidiary Borrower shall only be liable to make any
payment to the Administrative Agent or any Lender regarding any UK stamp duty or
SDRT in respect of any transfer if such transfer is effected by an Assignment
and Acceptance which operates as a novation, i.e., if the original rights and
obligations as between the relevant Borrower and the transferor Lender are
extinguished and new rights and obligations between the relevant Borrower and
the transferee Lender are created, and (d) to pay, indemnify, and hold each
Lender and the Administrative Agent and their respective officers, directors,
trustees, employees, advisers and agents harmless from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
(including the reasonable legal fees and expenses of each Lender and the
Administrative Agent with respect to third party enforcement actions arising out
of the transactions contemplated under this Agreement and the other Loan
Documents) with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents; provided, however, that with respect to subparagraphs (c) and (d),
the Borrower shall not be liable for the payment of any losses, costs,
penalties, judgments, suits, liabilities, damages, penalties, actions, expenses
or disbursements resulting solely from the gross negligence or willful
misconduct of any such Lender. The agreements in this subsection shall survive
repayment of the Loans, the Reimbursement Obligations and all other amounts
payable hereunder.

            10.6 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any affiliate of the Issuing Lender that issues any Letter of
Credit), except that (i) except as permitted by subsection 7.3(d), the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld) of:

            (A) the Borrower, provided that no consent of the Borrower shall be
      required for an assignment to a Lender, an affiliate of a Lender, an
      Approved Fund (as defined below) or, if an Event of Default under Section
      8(a) or (f) has occurred and is continuing, any other Person; and
<PAGE>
                                                                             102


            (B) the Administrative Agent, provided that no consent of the
      Administrative Agent shall be required for an assignment of (x) any
      Revolving Commitment to an assignee that is a Lender with a Revolving
      Commitment immediately prior to giving effect to such assignment or (y)
      all or any portion of a Term Loan to a Lender, an affiliate of a Lender or
      an Approved Fund.

            (ii) Assignments shall be subject to the following additional
      conditions:

            (A) except in the case of an assignment to a Lender, an affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitments or Loans under any Facility,
      the amount of the Commitments or Loans of the assigning Lender subject to
      each such assignment (determined as of the date the Assignment and
      Acceptance with respect to such assignment is delivered to the
      Administrative Agent) shall not be less than (1) in the case of the
      Revolving Facilities $5,000,000, or the Non-Dollar Currency Equivalent
      thereof or (2) in the case of the Term Facility $1,000,000 or the
      Non-Dollar Currency Equivalent thereof, unless each of the Borrower and
      the Administrative Agent otherwise consent, provided that (y) no such
      consent of the Borrower shall be required if an Event of Default under
      Section 8(a) or (f) has occurred and is continuing and (z) such amounts
      shall be aggregated in respect of each Lender and its affiliates or
      Approved Funds, if any; provided further, that no such assignment of less
      than all of an assigning Lender's (I) Commitments under a Revolving
      Facility shall reduce the assigning Lender's Revolving Credit Commitment
      to less than $5,000,000 or the Non-Dollar Currency Equivalent thereof or
      such other amount as agreed upon by the Administrative Agent and the
      Borrower and (II) Term Loans then outstanding to less than $2,000,000 or
      the Non-Dollar Currency Equivalent thereof or such other amount as agreed
      upon by the Administrative Agent and the Borrower.

            (B) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Acceptance, together with a
      processing and recordation fee of $3,500;

            (C) the Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an administrative questionnaire; and

            (D) the Assignee shall not be entitled to the benefits of Section
      2.22 unless the Assignee complies with the applicable requirements set
      forth in Section 2.22(b).

            For the purposes of this Section 10.6, "Approved Fund" means any
Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an
entity that administers or manages a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Acceptance the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such
<PAGE>
                                                                             103

Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.20, 2.21, 2.22 and 10.5). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 10.6 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall, in the
absence of manifest error, be conclusive, and the Borrower, the Administrative
Agent, the Issuing Lender and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Lender
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

            (v) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee, the Assignee's completed
administrative questionnaire (unless the Assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver that (1) requires the consent of each Lender directly affected thereby
pursuant to the proviso to the second sentence of Section 10.1 and (2) directly
affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that
<PAGE>
                                                                             104


each Participant shall be entitled to the benefits of Sections 2.18, 2.19, 2.20
and 2.22 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section
10.7(b) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.21 or 2.22 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. Any Participant shall not be entitled to the
benefits of Section 2.22 unless such Participant complies with the applicable
requirements set forth in Section 2.22(b).

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or Assignee for such Lender as a party hereto.

            (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

            10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under a particular Facility, if any Lender (a "Benefitted
Lender") shall, at any time after the Loans and other amounts payable hereunder
shall immediately become due and payable pursuant to Section 8, receive any
payment of all or part of the Obligations owing to it, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
to events or proceedings of the nature referred to in Section 8(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of the Obligations owing to
such other Lender, such Benefitted Lender shall purchase for cash from the other
Lenders a participating interest in such portion of the Obligations owing to
each such other Lender, or shall provide such other Lenders with the benefits of
any such collateral, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral ratably with each of the
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, upon the occurrence of an Event of Default and acceleration of the
obligations owing in connection with this Agreement, each Lender shall have the
right, without prior notice to the Borrower or any Subsidiary Borrower, any such
notice being expressly waived by the Borrower to the extent permitted by
applicable law, to set off, appropriate and apply against any indebtedness,
whether matured or unmatured, of the Borrower or such Subsidiary Borrower to
such Lender, any amount held by or owing from such Lender to or for the credit
or the account of the Borrower or such
<PAGE>
                                                                             105


Subsidiary Borrower at, or at any time after, the happening of any of the above
mentioned events, and the aforesaid right of set-off may be exercised by such
Lender against the Borrower or such Subsidiary Borrower or against any trustee
in bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver, custodian or execution, judgment or attachment creditor of the
Borrower or such Subsidiary Borrower, or against anyone else claiming through or
against the Borrower or such Subsidiary Borrower or such trustee in bankruptcy,
debtor in possession, assignee for the benefit of creditors, receiver, custodian
or execution, judgment or attachment creditor, notwithstanding the fact that
such right of set-off shall not have been exercised by such Lender prior to the
making, filing or issuance of, or service upon such Lender of, or of notice of,
any such petition, assignment for the benefit of creditors, appointment or
application for the appointment of a receiver, or issuance of execution,
subpoena, order or warrant. Each Lender agrees promptly to notify the Borrower
or such Subsidiary Borrower after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. Any set-off pursuant to this paragraph
may be effected notwithstanding that the currencies of the offsetting
indebtedness may be different, and any such set-off shall be done by reference
to the spot exchange rate for such currencies on the date of such set-off. Each
Lender agrees that it will promptly pay to the Administrative Agent the amount
of any set-off by it against the obligations hereunder as contemplated above for
distribution by the Administrative Agent in accordance with the provisions of
this Agreement.

            (c) In calculating the amount of Commitments, Loans or Obligations
for any purpose under this Agreement and the other Loan Documents, including,
without limitation, voting or distribution purposes, the amount of any thereof
which is denominated in a currency other than Dollars shall be converted into
Dollars at the Dollar Equivalent thereof on the date on which such calculation
is to be made.

            10.8 Enforceability; Usury. In no event shall any provision of this
Agreement or any other instrument evidencing or securing the indebtedness of the
Borrower or any Subsidiary Borrower hereunder ever obligate the Borrower or any
of the Subsidiary Borrowers to pay or allow any Lender to collect interest on
the Loans or any other indebtedness of the Borrower or any of the Subsidiary
Borrowers hereunder at a rate greater than the maximum non-usurious rate
permitted by applicable law (herein referred to as the "Highest Lawful Rate"),
or obligate the Borrower or any of the Subsidiary Borrowers to pay any taxes,
assessments, charges, insurance premiums or other amounts to the extent that
such payments, when added to the interest payable on the Loans or any other
indebtedness hereunder, would be held to constitute the payment by the Borrower
or such Subsidiary Borrower of interest at a rate greater than the Highest
Lawful Rate; and this provision shall control over any provision to the
contrary.

            Without limiting the generality of the foregoing, in the event the
maturity of all or any part of the principal amount of the indebtedness of the
Borrower or any of the Subsidiary Borrowers hereunder shall be accelerated for
any reason, then such principal amount so accelerated shall be credited with any
interest theretofore paid thereon in advance and remaining unearned at the time
of such acceleration. If, pursuant to the terms of this Agreement, any funds are
applied to the payment of any part of the principal amount of the indebtedness
of the Borrower or any of the Subsidiary Borrowers hereunder prior to the
maturity thereof, then (a) any interest which would otherwise thereafter accrue
on the principal amount so paid by such application shall be canceled, and (b)
the indebtedness of the Borrower or such Subsidiary
<PAGE>
                                                                             106


Borrower hereunder remaining unpaid after such application shall be credited
with the amount of all interest, if any, theretofore collected on the principal
amount so paid by such application and remaining unearned at the date of said
application; and if the funds so applied shall be sufficient to pay in full all
the indebtedness of the Borrower or such Subsidiary Borrower hereunder, then the
Lenders shall refund to the Borrower or such Subsidiary Borrower all interest
theretofore paid thereon in advance and remaining unearned at the time of such
acceleration. Regardless of any other provision in this Agreement, or in any of
the written evidences of the indebtedness of the Borrower or any of the
Subsidiary Borrowers hereunder, neither the Borrower nor any of the Subsidiary
Borrowers shall be required to pay any unearned interest on such indebtedness or
any portion thereof, or be required to pay interest thereon at a rate in excess
of the Highest Lawful Rate construed by courts having competent jurisdiction
thereof.

            10.9 Judgment. The obligations of the Borrower or any Subsidiary
Borrower in respect of this Agreement and any Note due to any party hereto or
any holder of any bond shall, notwithstanding any judgment in a currency (the
"judgment currency") other than the currency in which the sum originally due to
such party or such holder is denominated (the "original currency"), be
discharged only to the extent that on the Business Day following receipt by such
party or such holder (as the case may be) of any sum adjudged to be so due in
the judgment currency such party or such holder (as the case may be) may in
accordance with normal banking procedures purchase the original currency with
the judgment currency; if the amount of the original currency so purchased is
less than the sum originally due to such party or such holder (as the case may
be) in the original currency, the Borrower or such Subsidiary Borrower, as the
case may be, agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such party or such holder (as the case may be) against
such loss, and if the amount of the original currency so purchased exceeds the
sum originally due to any party to this Agreement or any holder of Notes (as the
case may be), such party or such holder (as the case may be), agrees to remit to
the Borrower or such Subsidiary Borrower, as the case may be, such excess. This
covenant shall survive the termination of this Agreement and payment of the
Loans and all other amounts payable hereunder.

            10.10 Counterparts. This Agreement 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. A set of the copies of this Agreement signed by all the parties
hereto shall be delivered to the Borrower and the Administrative Agent. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this
Agreement.

            10.11 Governing Law; No Third Party Rights. This Agreement and the
rights and obligations of the parties under this Agreement shall be governed by,
and construed and interpreted in accordance with, the law of the State of New
York. This Agreement is solely for the benefit of the parties hereto and their
respective successors and assigns, and no other Person shall have any right,
benefit, priority or interest under, or because of the existence of, this
Agreement. If any amendment to this Agreement provides for (a) the payment in
full of all the Loans of a Lender outstanding under this Agreement, together
with any accrued interest thereon and any accrued fees payable to such Lender
under this Agreement, and (b) the termination of all Commitments of such Lender
under this Agreement, then (i) such amendment shall not require the consent of
such Lender (but shall in any event require the consent of each continuing
Lender
<PAGE>
                                                                             107


with Loans or a Commitment under the same Facility), and (ii) concurrently with
the effectiveness of such amendment, such Lender shall cease to be a party to
this Agreement and shall cease to have any rights under this Agreement (other
than rights hereunder expressly stated to survive the termination of this
Agreement and any rights hereunder and under the other Loan Documents with
respect to any Hedge Agreement entered into by such Lender or any of its
affiliates prior to the date such amendment becomes effective).

            10.12 Headings. The headings of the Sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part hereof.

            10.13 Submission To Jurisdiction; Waivers. Each of the Borrower and
the Subsidiary Borrowers hereby irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the Courts
      of the State of New York, the courts of the United States of America for
      the Southern District of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to the
      Borrower and the Subsidiary Borrowers at their respective addresses set
      forth in subsection 10.2 or at such other address of which the
      Administrative Agent shall have been notified pursuant thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this subsection any special, exemplary, punitive or consequential
      damages.

            (f) Upon any Foreign Subsidiary becoming a Foreign Subsidiary
      Borrower, such Foreign Subsidiary Borrower hereby agrees to irrevocably
      and unconditionally appoint the Borrower or an agent for service of
      process located in The City of New York (the "New York Process
      Administrative Agent"), reasonably satisfactory to the Administrative
      Agent, as its agent to receive on behalf of such Foreign Subsidiary
      Borrower and its property service of copies of the summons and complaint
      and any other process which may be served in any action or proceeding in
      any such New York State or Federal court described in paragraph (a) of
      this subsection and agrees promptly to appoint a successor New York
      Process Administrative Agent in The City of New York (which successor New
      York Process Administrative Agent shall accept such appointment in a
<PAGE>
                                                                             108


      writing reasonably satisfactory to the Administrative Agent) prior to the
      termination for any reason of the appointment of the initial New York
      Process Administrative Agent. In any such action or proceeding in such New
      York State or Federal court, such service may be made on such Foreign
      Subsidiary Borrower by delivering a copy of such process to such Foreign
      Subsidiary Borrower in care of the New York Process Administrative Agent
      at the New York Process Administrative Agent's address and by depositing a
      copy of such process in the mails by certified or registered air mail,
      addressed to such Foreign Subsidiary Borrower at its address specified in
      subsection 10.2 (such service to be effective upon such receipt by the New
      York Process Administrative Agent and the depositing of such process in
      the mails as aforesaid). Each of the Foreign Subsidiary Borrowers hereby
      irrevocably and unconditionally authorizes and directs the New York
      Process Administrative Agent to accept such service on its behalf. As an
      alternate method of service, each of the Foreign Subsidiary Borrowers
      irrevocably and unconditionally consents to the service of any and all
      process in any such action or proceeding in such New York State or Federal
      court by mailing of copies of such process to such Foreign Subsidiary
      Borrower by certified or registered air mail at its address specified in
      subsection 10.2. Each of the Foreign Subsidiary Borrowers agrees that, to
      the fullest extent permitted by applicable law, a final judgment in any
      such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.

            (g) To the extent that any Foreign Subsidiary Borrower has or
      hereafter may acquire any immunity (sovereign or otherwise) from any legal
      action, suit or proceeding, from jurisdiction of any court or from set-off
      or any legal process (whether service or notice, attachment prior to
      judgment, attachment in aid of execution of judgment, execution of
      judgment or otherwise) with respect to itself or any of its property, such
      Foreign Subsidiary Borrower hereby irrevocably waives and agrees not to
      plead or claim such immunity in respect of its obligations under this
      Agreement and any Note.

            10.14 Acknowledgments. Each of the Borrower and the Subsidiary
Borrowers hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Loan Documents;

            (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship to the Borrower or any Subsidiary Borrower, and the
      relationship between Administrative Agent and Lenders, on one hand, and
      the Borrower or any Subsidiary Borrower, on the other hand, is solely that
      of debtor and creditor; and

            (c) no joint venture exists among the Lenders or among the Borrower
      or any Subsidiary Borrower and the Lenders.

            10.15 WAIVERS OF JURY TRIAL. THE BORROWER, THE SUBSIDIARY BORROWERS,
THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN
<PAGE>
                                                                             109


ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY LOAN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.

            10.16 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.


                                     THE SCOTTS COMPANY


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Vice President and Treasurer


                                     HYPONEX CORPORATION


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Vice President and Treasurer


                                     MIRACLE GARDEN CARE LIMITED


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Power of Attorney


                                     OM SCOTT INTERNATIONAL INVESTMENTS LTD.


                                     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
<PAGE>
                                     SCOTTS CANADA LTD.


                                     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


                                     SCOTTS MANUFACTURING COMPANY


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Vice President and Treasurer


                                     SCOTTS-SIERRA HORTICULTURAL PRODUCTS
                                     COMPANY


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Vice President and Treasurer


                                     SCOTTS-SIERRA INVESTMENTS, INC.


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Vice President and Treasurer


                                     SCOTTS TEMECULA OPERATIONS, LLC

                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Vice President and Treasurer
<PAGE>
                                     SCOTTS TREASURY EEIG


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Power of Attorney


                                     THE SCOTTS COMPANY (UK) LTD.


                                     By: /s/ Rebecca J. Bruening
                                         ---------------------------------------
                                         Name:  Rebecca J. Bruening
                                         Title: Power of Attorney


                                     JPMORGAN CHASE BANK, as Administrative
                                     Agent and as a Lender


                                     By: /s/ Randolph Cates
                                         ---------------------------------------
                                         Name:  Randolph Cates
                                         Title: Vice President


                                     CITICORP NORTH AMERICA, INC., as
                                     Syndication Agent and as a Lender


                                     By: /s/ Eivind Hegelstad
                                         ---------------------------------------
                                         Name:  Eivind Hegelstad
                                         Title: Vice President


                                     BANK OF AMERICA, N.A., as Co-Documentation
                                     Agent and as a Lender


                                     By: /s/ Sharon Burks Horos
                                         ---------------------------------------
                                         Name:  Sharon Burks Horos
                                         Title: Vice President
<PAGE>
                                     BANK ONE, NA, as Co-Documentation Agent and
                                     as a Lender


                                     By: /s/ Joseph Pinzone
                                         ---------------------------------------
                                         Name:  Joseph Pinzone
                                         Title: Director
<PAGE>
                                            Signature page to The Scotts Company
                                    Second Amended and Restated Credit Agreement


                                     BANK OF AMERICA, N.A.


                                     By: /s/ Sharon Burks Horos
                                         ---------------------------------------
                                         Name:  Sharon Burks Horos
                                         Title: Vice President


                                     BANK OF MONTREAL


                                     By: /s/ Ben Ciallella
                                         ---------------------------------------
                                         Name:  Ben Ciallella
                                         Title: Director


                                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                     By: /s/ Andrew Bernstein
                                         ---------------------------------------
                                         Name:  Andrew Bernstein
                                         Title: Assistant Vice President


                                     BANK ONE NA


                                     By: /s/ Joseph Pinzone
                                         ---------------------------------------
                                         Name:  Joseph Pinzone
                                         Title: Director


                                     BAYERISCHE HYP-UND VEREINSBANK AG,
                                     NEW YORK and/or GRAND CAYMAN BRANCH


                                     By: /s/ Ken Hamilton
                                         ---------------------------------------
                                         Name:  Ken Hamilton
                                         Title: Director


                                     By: /s/ Lara Lorenzana
                                         ---------------------------------------
                                         Name:  Lara Lorenzana
                                         Title: Associate Director
<PAGE>

                                     BNP PARIBAS


                                     By: /s/ Kristin R. Carlton
                                         ---------------------------------------
                                         Name:  Kristin R. Carlton
                                         Title: Vice President


                                     By: /s/ Peter C. Labrie
                                         ---------------------------------------
                                         Name:  Peter C. Labrie
                                         Title: Central Region Manager


                                     CALLIDUS DEBT PARTNERS CLO FUND II, Ltd.
                                     By:  Its Collateral Manager
                                     Callidus Capital Management, LLC


                                     By: /s/ Wayne Mueller
                                         ---------------------------------------
                                         Name:  Wayne Mueller
                                         Title: Managing Director


                                     CITICORP NORTH AMERICA, INC.


                                     By: /s/ Eivind Hegelstad
                                         ---------------------------------------
                                         Name:  Eivind Hegelstad
                                         Title: Vice President


                                     CITIZENS BANK OF PENNSYLVANIA


                                     By: /s/ Dwayne R. Finney
                                         ---------------------------------------
                                         Name:  Dwayne R. Finney
                                         Title: Vice President


                                     COBANK, ACB


                                     By: /s/ Brian J. Klatt
                                         ---------------------------------------
                                         Name:  Brian J. Klatt
                                         Title: Senior Vice President
<PAGE>


                                     COOPERATIEVE CENTRALE RAIFFEISEN
                                     BOERENLEENBANK B.A., "RABOBANK
                                     INTERNATIONAL " NEW YORK BRANCH


                                     By: /s/ Eric Hurshman
                                         ---------------------------------------
                                         Name:  Eric Hurshman
                                         Title: Executive Director


                                     By: /s/ Edward J. Peyser
                                         ---------------------------------------
                                         Name:  Edward J. Peyser
                                         Title: Managing Director


                                     COMERICA BANK


                                     By: /s/ Ryan Oliver
                                         ---------------------------------------
                                         Name:  Ryan Oliver
                                         Title: Account Officer


                                     COMMERZBANK AG, NEW YORK and
                                     GRAND CAYMAN BRANCHES


                                     By: /s/ Douglas I. Glickman
                                         ---------------------------------------
                                         Name:  Douglas I. Glickman
                                         Title: Vice President


                                     By: /s/ Isabel S. Zeissig
                                         ---------------------------------------
                                         Name:  Isabel S. Zeissig
                                         Title: Assistant Vice President


                                     CREDIT LYONNAIS NEW YORK BRANCH


                                     By: /s/ Lee E. Greve
                                         ---------------------------------------
                                         Name:  Lee E. Greve
                                         Title: First Vice President


                                     ERSTE BANK NEW YORK


                                     By: /s/ Paul Judicke
                                         ---------------------------------------
                                         Name:  Paul Judicke
                                         Title: Vice President


                                     By: /s/ Robert J. Wagman
                                         ---------------------------------------
                                         Name:  Robert J. Wagman
                                         Title: Vice President
<PAGE>


                                     FIFTH THIRD BANK, CENTRAL OHIO


                                     By: /s/ Kristie L. Nicolosi
                                         ---------------------------------------
                                         Name:  Kristie L. Nicolosi
                                         Title: Assistant Vice President


                                     FLEET NATIONAL BANK


                                     By: /s/ Harvey H. Thayer, Jr.
                                         ---------------------------------------
                                         Name:  Harvey H. Thayer, Jr.
                                         Title: Managing Director


                                     FORTIS CAPITAL CORP.


                                     By: /s/ John C. Preneta
                                         ---------------------------------------
                                         Name:  John C. Preneta
                                         Title: Executive Vice President


                                     By: /s/ John W. Benton
                                         ---------------------------------------
                                         Name:  John W. Benton
                                         Title: President


                                     HARRIS TRUST AND SAVINGS BANK


                                     By: /s/ Kimberly A. Yates
                                         ---------------------------------------
                                         Name:  Kimberly A. Yates
                                         Title: Vice President


                                     KEYBANK NATIONAL ASSOCIATION


                                     By: /s/ David J. Wechter
                                         ---------------------------------------
                                         Name:  David J. Wechter
                                         Title: Vice President
<PAGE>


                                     IKB CAPITAL CORPORATION


                                     By: /s/ David N. Snyder
                                         ---------------------------------------
                                         Name: David N. Snyder
                                         Title:   President


                                     LASALLE BANK NATIONAL ASSOCIATION


                                     By: /s/ Warren F. Weber
                                         ---------------------------------------
                                         Name:  Warren F. Weber
                                         Title: First Vice President


                                     MIZUHO CORPORATE BANK LTD.


                                     By: /s/ Jun Shimmachi
                                         ---------------------------------------
                                         Name:  Jun Shimmachi
                                         Title: Vice President


                                     NATIONAL CITY BANK


                                     By: /s/ Thomas E. Redmond
                                         ---------------------------------------
                                         Name:  Thomas E. Redmond
                                         Title: Senior Vice President


                                     PROTECTIVE LIFE INSURANCE COMPANY


                                     By: /s/ Diane S. Griswold
                                         ---------------------------------------
                                         Name:  Diane S. Griswold
                                         Title: AVP
<PAGE>


                                     SUMITOMO MITSUI BANKING CORPORATION


                                     By: /s/ Peter R.C. Knight
                                         ---------------------------------------
                                         Name:  Peter R.C. Knight
                                         Title: Joint General Manager


                                     SUNTRUST BANK


                                     By: /s/ Molly J. Drennan
                                         ---------------------------------------
                                         Name:  Molly J. Drennan
                                         Title: Director


                                     THE BANK OF NEW YORK


                                     By: /s/ Kenneth R. McDonnell
                                         ---------------------------------------
                                         Name:  Kenneth R. McDonnell
                                         Title: Vice President


                                     THE BANK OF NOVA SCOTIA


                                     By: /s/ V. Gibson
                                         ---------------------------------------
                                         Name:  V. Gibson
                                         Title: Assistant Agent


                                     THE HUNTINGTON NATIONAL BANK


                                     By: /s/ Mark A. Koscielski
                                         ---------------------------------------
                                         Name:  Mark A. Koscielski
                                         Title: Vice President
<PAGE>


                                     THE NORINCHUKIN BANK, NEW YORK


                                     By: /s/Masanori Shoji
                                         ---------------------------------------
                                         Name:  Masanori Shoji
                                         Title: Joint General Manager


                                     THE NORTHERN TRUST COMPANY


                                     By: /s/ David Sullivan
                                         ---------------------------------------
                                         Name:  David Sullivan
                                         Title: Vice President


                                     UFJ BANK LIMITED


                                     By: /s/ Russell Bohner
                                         ---------------------------------------
                                         Name:  Russell Bohner
                                         Title: Vice President


                                     UNITED OVERSEAS BANK LTD., NEW YORK AGENCY


                                     By: /s/ Kwong Yew Wong
                                         ---------------------------------------
                                         Name:  Kwong Yew Wong
                                         Title: Agent & GM


                                     By: /s/ Philip Cheong
                                         ---------------------------------------
                                         Name:  Philip Cheong
                                         Title: Vice President & Deputy GM


                                     U.S. BANK NATIONAL ASSOCIATION


                                     By: /s/ Robert H. Friend
                                         ---------------------------------------
                                         Name:  Robert H. Friend
                                         Title: Vice President
<PAGE>
                                                                         ANNEX A


      PRICING GRID FOR REVOLVING CREDIT LOANS, TERM LOANS AND FACILITY FEE


<TABLE>
<CAPTION>
                              Applicable
                                Margin
                           Revolving Credit
                                 Loans
      Leverage             -----------------        Facility
       Ratio               LIBOR        ABR            Fee
----------------------     -----       -----        --------
<S>                     <C>         <C>          <C>
> or = to 2.75 to 1.00     1.75%       0.50%         0.500%
< 2.75 to 1.00             1.50%       0.25%         0.500%
< 2.25 to 1.00             1.25%       0.00%         0.375%
< 1.50 to 1.00             1.00%       0.00%         0.375%
</TABLE>


<TABLE>
<CAPTION>
                            Applicable
                              Margin
                            Term Loans
     Leverage            -----------------
      Ratio              LIBOR        ABR
---------------------    -----       ------
<S>                      <C>         <C>
> 2.0 to 1.0             2.00%       0.75%
< or = to 2.0 to 1.00    1.75%       0.50%
</TABLE>

Changes in the Applicable Margin or in the Facility Fee Rate resulting from
changes in the Leverage Ratio shall become effective on the date (the
"Adjustment Date") on which financial statements are delivered to the Lenders
pursuant to subsection 6.1 (but in any event not later than the 45th day after
the end of each of the first three quarterly periods of each fiscal year of the
Borrower or the 90th day after the end of each fiscal year of the Borrower, as
the case may be) and shall remain in effect until the next change to be effected
pursuant to this paragraph. If any financial statements referred to above are
not delivered within the time periods specified above, then, until such
financial statements are delivered, the Leverage Ratio as at the end of the
fiscal period that would have been covered thereby shall for the purposes of
this definition be deemed to be greater than or equal to 2.75 to 1.00. In
addition, at all times while an Event of Default shall have occurred and be
continuing, the Leverage Ratio shall for the purposes of this definition be
deemed to be greater than 2.75 to 1.00. Each determination of the Leverage Ratio
pursuant to this pricing grid shall be made with respect to (or, in the case of
Average Total Indebtedness, as at the end of) the period of four consecutive
fiscal quarters of the Borrower ending at the end of the period covered by the
relevant financial statements.