UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2004
(August 13, 2004)
THE SCOTTS COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 1-13292 31-1414921
- ---------------- ------------------------ -------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
14111 Scottslawn Road, Marysville, Ohio 43041
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(Address of principal executive offices) (Zip Code)
(937) 644-0011
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
__ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
As of August 13, 2004, The Scotts Company (the "Registrant") entered
into a First Amendment (the "First Amendment") in respect of the Second Amended
and Restated Credit Agreement, dated as of October 22, 2003 (the "Credit
Agreement"), among the Registrant, as Borrower; 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 and The
Scotts Company (UK) Ltd., subsidiaries of the Registrant who are also borrowers
under the Credit Agreement (the "Subsidiary Borrowers"); the banks and other
financial institutions and entities then party to the Credit Agreement (the
"Lenders"); JPMorgan Chase Bank, as Administrative Agent; Citicorp North
America, Inc., as Syndication Agent; and Bank of America, N.A. and Bank One, NA,
as Co-Documentation Agents. Pursuant to the First Amendment, on August 13, 2004,
the term loans in the principal amount of $399 million then outstanding under
the Credit Agreement were prepaid in full with the proceeds of new term loans,
consisting of two tranches (Tranche A Term Loans and Tranche B Term Loans) in
the aggregate principal amount of $400 million.
The aggregate principal amount of the Tranche A Term Loans as of August
13, 2004 was $250 million, which amount is to be repaid in consecutive quarterly
installments commencing on September 30, 2004, and ending June 30, 2009,
followed by a balloon payment on September 30, 2009 in the following amounts:
(a) for the installments due on September 30, 2004 through and including June
30, 2007 - $625,000; (b) for the installments due on September 30, 2007 through
and including June 30, 2008 - $9,375,000; (c) for the installments due on
September 30, 2008 through and including June 30, 2009 - $13,750,000; and (d)
for the balloon payment due on September 30, 2009 - $150 million. The Tranche A
Term Loans have a variable interest rate which is based on a Leverage Ratio
pricing grid margin over LIBOR and was 2.875% at August 13, 2004.
The aggregate principal amount of the Tranche B Term Loans as of August
13, 2004 was $150 million, which amount is to be repaid in consecutive quarterly
installments commencing on September 30, 2004 and ending June 30, 2010, followed
by a balloon payment on September 30, 2010, in the following amounts: (a) for
the installments due on September 30, 2004 through and including June 30, 2010 -
$375,000; and (b) for the balloon payment due on September 30, 2010 - $141
million. The Tranche B Term Loans have a variable interest rate which is based
on a Leverage Ratio pricing grid over LIBOR and was 3.125% at August 13, 2004.
The First Amendment also provides the Registrant with the ability to
request, at any time prior to September 30, 2010, up to three additional term
loan facilities (each, an "Incremental Term Facility" and the loans thereunder,
"Incremental Term Loans"), in each separate case in a minimum aggregate
principal amount of $50 million with the aggregate amount of the Incremental
Term Loans not to exceed $150 million. The Incremental Term Loans may be used
for the purpose of providing all or a part of the consideration for an
acquisition by the Registrant or one of its subsidiaries of all or substantially
all the assets of, or other equity interests in, a
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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), as permitted under the terms of the
Credit Agreement as amended by the First Amendment (a "Permitted Acquisition").
The Registrant may request an Incremental Term Loan if after giving effect to
and including the aggregate principal amount of the Incremental Term Loans and
giving effect to any Permitted Acquisition funded by Incremental Term Loans, the
Senior Secured Leverage Ratio (calculated in accordance with the terms of the
First Amendment) as of the last day of the most recently completed fiscal
quarter of the Registrant would have been less than 2.50 to 1.00 on a pro forma
basis. The Incremental Term Loans, if any, will not have a final maturity
earlier than September 30, 2010. Except as described above, the Incremental Term
Loans will be treated substantially the same as the Tranche B Term Loans
although the Incremental Term Loans may be priced differently than the Tranche B
Term Loans. The Incremental Term Loans, if any, will rank pari passu in right of
payment and of security with the Tranche A Term Loans and the Tranche B Term
Loans.
The financial covenants under the Credit Agreement, as amended by the
First Amendment, continue to consist of a minimum interest coverage ratio and a
maximum leverage ratio along with negative covenants addressing limitations on
liens, contingent obligations, fundamental changes, capital expenditures,
acquisitions, investments, loans and advances, indebtedness, restrictions on
subsidiary distributions, transactions with affiliates and officers, sales of
assets, sale and leaseback transactions, changing the Registrant's fiscal year
end, modification of specified debt instruments, negative pledge clauses,
entering into new lines of business, restricted payments and redemption of
specified indebtedness. Collateral for the borrowings under the Credit
Agreement, as amended by the First Amendment, continues to consist of pledges by
the Registrant and all of its domestic subsidiaries of substantially all of
their personal, real and intellectual property. The pledge by the Registrant and
its subsidiaries of a majority of the stock in foreign subsidiaries that borrow
under the Credit Agreement, as amended by the First Amendment, also continues.
The obligations of the Registrant under the Credit Agreement, as amended, may
be accelerated upon the occurrence of specified events.
A copy of the First Amendment is being filed as Exhibit 4 to this
Current Report on Form 8-K. The foregoing summary of the First Amendment is
qualified in its entirety by reference to Exhibit 4.
Section 2 - Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
The discussion of the First Amendment entered into by the Registrant
as of August 13, 2004 is incorporated herein by reference from "Item 1.01.
Entry into a Material Definitive Agreement" of this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The discussion of the First Amendment entered into by the Registrant
as of August 13, 2004 is incorporated herein by reference from "Item 1.01.
Entry into a Material Definitive Agreement" of this Current Report on Form 8-K.
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Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
Exhibit No. Description
4 First Amendment, dated as of
August 13, 2004, in respect of
the Second Amended and Restated
Credit Agreement, dated as of
October 22, 2003 (the "Credit
Agreement"), among The Scotts
Company, as Borrower; certain
subsidiaries of The Scotts
Company who are also borrowers
from time to time under the
Credit Agreement, as Subsidiary
Borrowers; the banks and other
financial institutions and
entities from time to time
parties to the Credit
Agreement, as Lenders; JPMorgan
Chase Bank, as Administrative
Agent; Citicorp North America,
Inc., as Syndication Agent; and
Bank of America, N.A. and Bank
One, NA, as Co-Documentation
Agents
[Remainder of page intentionally left blank;
signature on following page.]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SCOTTS COMPANY
Dated: August 30, 2004 By: /s/ Christopher L. Nagel
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Printed Name: Christopher L. Nagel
Title: Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated August 30, 2004
The Scotts Company
Exhibit No. Description
4 First Amendment, dated as of August 13, 2004, in
respect of the Second Amended and Restated Credit
Agreement, dated as of October 22, 2003 (the
"Credit Agreement"), among The Scotts Company, as
Borrower; certain subsidiaries of The Scotts
Company who are also borrowers from time to time
under the Credit Agreement, as Subsidiary
Borrowers; the banks and other financial
institutions and entities from time to time
parties to the Credit Agreement, as Lenders;
JPMorgan Chase Bank, as Administrative Agent;
Citicorp North America, Inc., as Syndication
Agent; and Bank of America, N.A. and Bank One,
NA, as Co-Documentation Agents
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EXHIBIT 4
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of August 13, 2004 (this "First Amendment"), in
respect of the Second Amended and Restated Credit Agreement, dated as of October
22, 2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among THE SCOTTS COMPANY, an Ohio corporation (the
"Borrower"), certain subsidiaries of the Borrower who are also borrowers from
time to time under the Credit Agreement (the "Subsidiary Borrowers"), the
several banks and other financial institutions and entities from time to time
parties to the Credit Agreement (the "Lenders"), JPMORGAN CHASE BANK, as agent
for the Lenders (in such capacity, the "Administrative Agent"), CITICORP NORTH
AMERICA, INC., as syndication agent (the "Syndication Agent") and BANK OF
AMERICA, N.A. and BANK ONE, NA, as co-documentation agents (the
"Co-Documentation Agents").
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Credit Agreement be amended
(i) to provide for the Term Loan Refinancing (as defined herein) and (ii) to
effect certain other related amendments to the Credit Agreement;
WHEREAS, the Lenders and the Administrative Agent are willing to agree to
such amendments to the Credit Agreement, subject to the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the respective meanings assigned to them in this First
Amendment and the Credit Agreement.
2. Amendments to Subsection 1.1 (Definitions).
(a) Subsection 1.1 of the Credit Agreement is hereby amended by
adding the following new definitions to appear in alphabetical order:
"Average Senior Secured Indebtedness" shall mean the average of the
Senior Secured Indebtedness at the end of each of the four most recent
consecutive fiscal quarters.
"Existing Term Loans" shall mean the term loans made to the Borrower
on the Closing Date in an aggregate outstanding principal amount as of the
First Amendment Effective Date of $399,000,000.
"First Amendment Effective Date" shall mean the date on which the
conditions precedent set forth in paragraph 23 of the First Amendment to
this Agreement, dated as of August 13, 2004 (the "First Amendment"), shall
have been satisfied.
"Incremental Amendment" shall have the meaning specified in
subsection 2.28(c).
"Incremental Term Facility" shall have the meaning specified in
subsection 2.28(a).
"Incremental Term Facility Closing Date" shall have the meaning
specified in subsection 2.28(c).
"Incremental Term Loans" shall have the meaning specified in
subsection 2.28(a). "New Term Lender" shall have the meaning specified in
subsection 2.28(c).
"Second Acknowledgment and Confirmation of Guarantee and Collateral
Agreements and Mortgages" shall mean the Second Acknowledgment and
Confirmation of Guarantee and Collateral Agreements and Mortgages
substantially in the form of Exhibit A to the First Amendment to this
Agreement.
"Senior Secured Leverage Ratio" shall mean, as at the last day of
any fiscal quarter of the Borrower, the ratio of (i) Average Senior
Secured 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 Permitted
Acquisition of all or substantially all of the business or assets of any
Person or of any line of business of any Person made during the
twelve-month period covered by such calculation shall be determined on a
pro forma basis including (x) in Average Senior Secured Indebtedness the
actual Senior Secured Indebtedness relating to such acquisition on and
after the date of such acquisition and (y) in EBITDA the EBITDA of the
acquired Person for any portion of such twelve-month period prior to such
acquisition; provided further that for purposes of calculating pro forma
Average Senior Secured Indebtedness, the amount of Senior Secured
Indebtedness relating to a Permitted Acquisition shall be reduced by an
amount equal to any cash acquired in such acquisition.
"Senior Secured Indebtedness": shall mean, in respect of the
Borrower at a particular date, any Indebtedness of the Borrower and its
Subsidiaries (including the Indebtedness under this Agreement) that (a) is
not contractually subordinated to the Indebtedness under this Agreement
and (b) is secured by a Lien on any asset or assets of the Borrower or its
Subsidiaries; provided that, for the purposes of calculating the Senior
Secured Leverage Ratio, Senior Secured Indebtedness shall be reduced by
excess cash balances set forth on the balance sheet of the Borrower on
such date.
"Term Facilities" shall mean, without duplication, the Tranche A
Term Commitments and the Tranche A Term Loans made thereunder (the
"Tranche A Term Facility") and the Tranche B Term Commitments and the
Tranche B Term Loans made thereunder (the "Tranche B Term Facility").
"Term Loan Refinancing" shall mean the prepayment in full of the
Existing Term Loans with the proceeds of the Tranche A Term Loans and
Tranche B Term Loans.
2
"Tranche A Term Commitments" shall mean, as to any Tranche A Term
Lender, the obligation of such Lender to make a Tranche A Term Loan to the
Borrower hereunder in a principal amount not to exceed the amount agreed
to by the Borrower, the Administrative Agent and such Lender. The original
amount of the Tranche A Term Commitments as of the First Amendment
Effective Date is $250,000,000.
"Tranche A Term Lender" shall mean each Lender that has a Tranche A
Term Commitment or that holds a Tranche A Term Loan.
"Tranche A Term Loan" shall have the meaning specified in subsection
2.1(a)(i).
"Tranche A Term Percentage" shall mean, as to any Lender at any
time, the percentage which such Lender's Tranche A Term Commitment then
constitutes of the aggregate Tranche A Term Commitments (or, at any time
after the First Amendment Effective Date, the percentage which the
aggregate principal amount of such Lender's Tranche A Term Loans then
outstanding constitutes of the aggregate principal amount of the Tranche A
Term Loans then outstanding).
"Tranche A Term Loan Termination Date" shall mean September 30,
2009.
"Tranche B Term Commitments" shall mean, as to any Tranche B Term
Lender, the obligation of such Lender to make a Tranche B Term Loan to the
Borrower hereunder in a principal amount not to exceed the amount agreed
to by the Borrower, the Administrative Agent and such Lender. The original
amount of the Tranche B Term Commitments as of the First Amendment
Effective Date is $150,000,000.
"Tranche B Term Lender" shall mean each Lender that has a Tranche B
Term Commitment or that holds a Tranche B Term Loan.
"Tranche B Term Loan" shall have the meaning specified in subsection
2.1(a)(ii).
"Tranche B Term Percentage" shall mean, as to any Lender at any
time, the percentage which such Lender's Tranche B Term Commitment then
constitutes of the aggregate Tranche B Term Commitments (or, at any time
after the First Amendment Effective Date, the percentage which the
aggregate principal amount of such Lender's Tranche B Term Loans then
outstanding constitutes of the aggregate principal amount of the Tranche B
Term Loans then outstanding).
"Tranche B Term Loan Termination Date" shall mean September 30,
2010.
(b) Subsection 1.1 of the Credit Agreement is hereby amended by
deleting therefrom the definitions of: "Average Senior Indebtedness", "Senior
Indebtedness", "Senior Leverage Ratio", "Term Loan Termination Date" and "Term
Percentage".
(c) The definition of " Aggregate Exposure" in subsection 1.1 of
the Credit Agreement is hereby amended by (1) inserting the words "Tranche A"
prior to the words "Term Loans", (2) renumbering subparagraph (ii) as
subparagraph (iii), and (3) inserting the following new subparagraph (ii):
3
", (ii) the aggregate then unpaid principal amount of such Lender's
Tranche B Term Loans".
(d) The definition of "Applicable Margin" in subsection 1.1 of the
Credit Agreement is hereby amended by deleting the proviso thereto.
(e) The definition of "Commitment" in subsection 1.1 of the Credit
Agreement is hereby amended by (1) inserting the words "Tranche A" prior to the
words "Term Commitment" and (2) inserting the words "the Tranche B Term
Commitment" after the comma following the words "Term Commitment".
(f) The definition of "Facility" in subsection 1.1 of the Credit
Agreement is hereby amended by deleting the words "the Term Commitments and the
Term Loans made thereunder (the "Term Facility")" and inserting in lieu thereof
the words "each Term Facility".
(g) The definition of "Majority Facility Lenders" in subsection
1.1 of the Credit Agreement is hereby amended by (1) deleting the word "the"
prior to the words "Term Facility" and inserting in lieu thereof the word "each"
and (2) inserting the words "under such Term Facility" following the words "Term
Loans".
(h) The definition of "Participants" in subsection 1.1 of the
Credit Agreement is hereby amended by deleting the words "Term Loan Commitment"
and inserting in lieu thereof the words "Term Commitments".
(i) The definition of "Permitted Acquisitions" in subsection 1.1
of the Credit Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the following new definition:
"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
voting 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 fro 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
4
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
since the First Amendment Effective Date shall not exceed $400,000,000 in
the aggregate; provided that the limitation in subclause (v) above shall
not be applicable to any such transaction to the extent that such
transaction is financed with (A) consideration consisting of Capital Stock
of the Borrower or proceeds from the issuance of the Capital Stock of the
Borrower, (B) cash in an amount of up to 50% of the portion of the
cumulative Excess Cash Flow plus 50% of the amount of any optional
prepayments of Term Loans that reduced Excess Cash Flow pursuant to
subclause (b)(iii) of the definition of "Excess Cash Flow" since the First
Amendment Effective Date, to the extent that such aggregate amount has not
been used for any prior Permitted Acquisitions, (C) the proceeds from
Incremental Term Loans made under this Agreement in accordance with
subsection 2.28 or (D) the Net Cash Proceeds of senior unsecured or
subordinated notes issued pursuant to subsection 7.6(g)."
(j) The definition of "Reinvestment Prepayment Date" in subsection
1.1 of the Credit Agreement is hereby amended by deleting the word "six"
therefrom and inserting in lieu thereof the word "twelve".
(k) The definition of "Required Prepayment Lenders" in subsection
1.1 of the Credit Agreement is hereby amended by deleting the word "the" prior
to the words "Term Facility" and inserting in lieu thereof the word "each".
(l) The definition of "Sold Receivables" in subsection 1.1 of the
Credit Agreement is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following new definition:
"Sold Receivables" shall mean Receivables originated by the Borrower
or its Subsidiaries sold to the Receivables Subsidiary or any other Person
pursuant to and securing obligations under any Receivables Purchase
Facility for an amount not to exceed $200,000,000, at any time
outstanding.
(m) The definition of "Term Commitments" in subsection 1.1 of the
Credit Agreement is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following new definition:
"Term Commitments" shall mean, as to any Lender, such Lender's
Tranche A Term Commitment and Tranche B Term Commitment, if any.
(n) The definition of "Term Lender" in subsection 1.1 of the
Credit Agreement is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following new definition:
"Term Lender" shall mean each of the Tranche A Term Lenders and the
Tranche B Term Lenders.
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(o) The definition of "Term Loan" in subsection 1.1 of the Credit
Agreement is hereby amended by deleting it in its entirety and inserting in lieu
thereof the following new definition:
"Term Loan" shall mean each of the Tranche A Term Loans and the
Tranche B Term Loans.
(p) The definition of "Termination Date" in subsection 1.1 of the
Credit Agreement is hereby amended by inserting the words "Tranche A Term Loan
Termination Date, Tranche B" prior to the words "Term Loan Termination Date".
(q) The definition of "Total Indebtedness" in subsection 1.1 of
the Credit Agreement is hereby amended by (1) deleting the word "and" following
subclause (a) thereof and inserting a comma in lieu thereof and (2) adding the
following new subclause (c):
"and (c) the aggregate principal amount of Sold Receivables".
3. Amendment to Subsection 2.1 (Term Commitments). Subsection 2.1 of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting in lieu thereof the following new subsection 2.1:
"2.1 Term Commitments. (a) Subject to the terms and conditions
hereof, (i) each Tranche A Term Lender severally agrees to make a term
loan (a "Tranche A Term Loan") denominated in Dollars to the Borrower on
the First Amendment Effective Date in the amount of the Tranche A Term
Commitment of such Lender and (ii) each Tranche B Term Lender severally
agrees to make a term loan (a "Tranche B Term Loan") denominated in
Dollars to the Borrower on the First Amendment Effective Date in the
amount of the Tranche B 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 subsection 2.2 and 2.14.
(b) Notwithstanding the foregoing, in connection with the making of
any Tranche A Term Loan pursuant to subparagraph (a)(i) above or Tranche B
Term Loan pursuant to subparagraph (a)(ii), by giving telephonic or such
other reasonably acceptable notice to the Administrative Agent prior to
the First Amendment Effective Date, any Lender of Existing Term Loans may
elect to convert all or part of the outstanding principal amount of such
Lender's Existing Term Loans into a principal amount of Tranche A Term
Loans or Tranche B Term Loans hereunder, as indicated to the
Administrative Agent, equal to the principal amount so converted. On the
First Amendment Effective Date, such Existing Term Loans shall be
converted for all purposes of this Agreement into Tranche A Term Loans or
Tranche B Term Loans, as the case may be, hereunder, and the
Administrative Agent shall record in the Register the aggregate amount of
Existing Term Loans converted into Tranche A Term Loans or Tranche B Term
Loans, as applicable."
4. Amendment to Subsection 2.2 (Procedure for Term Loan Borrowing).
Subsection 2.2 of the Credit Agreement is hereby amended by deleting
subparagraph (a) therefrom and inserting in lieu thereof the following new
subparagraph (a):
6
"(a) 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 First Amendment Effective
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 First Amendment Effective Date, in the case of
LIBOR Loans), specifying (i) whether such Loan is a Tranche A Term Loan or
a Tranche B Term Loan, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be an ABR Loan or a LIBOR Loan or a combination
thereof, (iv) if the borrowing is to be entirely or partly a LIBOR Loan,
the amount to be a LIBOR Loan and (v) the length of the Interest Period
for such LIBOR Loan. Any 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. Any 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."
5. Amendment to Subsection 2.3 (Repayment of Term Loans). Subsection
2.3 of the Credit Agreement is hereby amended by deleting it in its entirety and
inserting in lieu there of the following new subsection 2.3:
"2.3 Repayment of Term Loans.
(a) The Tranche A Term Loan of each Tranche A Term Lender shall
mature in 21 consecutive quarterly installments commencing on September 30,
2004, each of which shall be in an amount equal to such Lender's Tranche A Term
Percentage multiplied by the amount set forth below opposite such installment.
Installment Date Principal Amount
---------------- ----------------
September 30, 2004 $ 625,000
December 31, 2004 $ 625,000
March 31, 2005 $ 625,000
June 30, 2005 $ 625,000
September 30, 2005 $ 625,000
December 31, 2005 $ 625,000
March 31, 2006 $ 625,000
June 30, 2006 $ 625,000
September 30, 2006 $ 625,000
December 31, 2006 $ 625,000
March 31, 2007 $ 625,000
June 30, 2007 $ 625,000
September 30, 2007 $ 9,375,000
December 31, 2007 $ 9,375,000
March 31, 2008 $ 9,375,000
June 30, 2008 $ 9,375,000
September 30, 2008 $ 13,750,000
December 31, 2008 $ 13,750,000
March 31, 2009 $ 13,750,000
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Installment Date Principal Amount
- ---------------- ----------------
June 30, 2009 $ 13,750,000
September 30, 2009 $150,000,000
"(b) The Tranche B Term Loan of each Tranche B Term Lender shall
mature in 25 consecutive quarterly installments, commencing on September 30,
2004, each of which shall be in an amount equal to such Lender's Tranche B Term
Percentage multiplied by the amount set forth below opposite such installment.
Installment Date Principal Amount
---------------- ----------------
September 30, 2004 $ 375,000
December 31, 2004 $ 375,000
March 31, 2005 $ 375,000
June 30, 2005 $ 375,000
September 30, 2005 $ 375,000
December 31, 2005 $ 375,000
March 31, 2006 $ 375,000
June 30, 2006 $ 375,000
September 30, 2006 $ 375,000
December 31, 2006 $ 375,000
March 31, 2007 $ 375,000
June 30, 2007 $ 375,000
September 30, 2007 $ 375,000
December 31, 2007 $ 375,000
March 31, 2008 $ 375,000
June 30, 2008 $ 375,000
September 30, 2008 $ 375,000
December 31, 2008 $ 375,000
March 31, 2009 $ 375,000
June 30, 2009 $ 375,000
September 30, 2009 $ 375,000
December 31, 2009 $ 375,000
March 31, 2010 $ 375,000
June 30, 2010 $ 375,000
September 30, 2010 $141,000,000
6. Amendments to Subsection 2.18 (Pro Rata Treatment and Payments).
Subsection 2.18 of the Credit Agreement is hereby amended as follows:
(a) by inserting "(a)" at the beginning of the first subparagraph
thereof and inserting in such subparagraph (a) (1) the words "Tranche A" prior
to the words "Term Percentages" and (2) the words "or Tranche B Term
Percentages, as applicable," following the words " Term Percentages"; and
8
(b) by deleting from the second sentence of subparagraph (c)
thereof the word "thereof' and inserting in lieu thereof the words "of the
Tranche A Term Loans and Tranche B Term Loans, as the case may be".
7. Amendments to Subsection 2.23 (Use of Proceeds). Subsection 2.23 of
the Credit Agreement is hereby amended as follows:
(a) by relettering the existing subparagraph (b) thereof as new
subparagraph (c);
(b) by inserting the following new subparagraph (b);
"(b) The proceeds of the Term Loans made on the First Amendment
Effective Date shall be used for the Term Loan Refinancing and to pay fees
and expenses in connection therewith"; and
(b) by adding the following language before the word "and" at the
end of clause (iii) of new subparagraph (c) thereof: "(including, without
limitation, Permitted Acquisitions)".
8. New Subsection 2.28 (Additional Term Loans). The Credit Agreement is
hereby amended by adding the following new subsection 2.28:
"2.28 Additional Term Loans. (a) The Borrower may at any time prior
to the Tranche B Termination Date, by notice to the Administrative Agent
(whereupon the Administrative Agent shall promptly deliver a copy to each of the
Lenders), request up to three additional term loan facilities (each, an
"Incremental Term Facility"; the loans thereunder, "Incremental Term Loans"), in
each case, in a minimum aggregate principal amount of $50,000,000; provided that
(i) upon the effectiveness of any Incremental Amendment referred to below and at
the time any such Incremental Term Loans are made (and after giving effect
thereto) (i) no Default or Event of Default shall exist and (ii) after giving
effect to and including the aggregate principal amount of such Incremental Term
Loans and giving effect to any Permitted Acquisition, the consideration for
which consisted in whole or in part of such Incremental Term Loans, the Senior
Secured Leverage Ratio as of the last day of the most recently completed fiscal
quarter would have been less than 2.50 to 1.00 on a pro forma basis.
Notwithstanding anything to the contrary herein, the aggregate amount of the
Incremental Term Loans shall not exceed $150,000,000.
(b) The Incremental Term Loans, if any, (i) shall rank pari passu
in right of payment and of security with the Term Loans, (ii) shall not have a
final maturity earlier than the Tranche B Termination Date and (iii) except as
set forth above, shall be treated substantially the same as (and in any event no
more favorably than) the Tranche B Term Loans (in each case, including with
respect to mandatory and optional prepayments), provided that the Incremental
Term Loans may be priced differently than the Tranche B Term Loans, provided
further that if the Applicable Margin (which, for such purposes only, shall be
deemed to include all upfront or similar fees or original issue discount payable
to all Lenders providing such Incremental Term Loans) relating to Incremental
Term Loans exceeds the Applicable Margin relating to Tranche B Term Loans
immediately prior to the effectiveness of the applicable Incremental Amendment,
the Applicable Margin relating to the Tranche B Term Loans and any previously
made
9
Incremental Term Loans shall be adjusted, as of the date of the applicable
Incremental Amendment, to be equal to the Applicable Margin relating to such
Incremental Term Loans.
(c) The notice from the Borrower delivered pursuant to
subparagraph (a) of this subsection shall set forth the requested amount and
proposed terms of the relevant Incremental Term Loans. Incremental Term Loans
may be made by any combination of one or more Lenders (and each Lender will have
the right to make a portion of any Incremental Term Loan on terms permitted by
this subsection 2.28 and otherwise on terms reasonably acceptable to the
Administrative Agent) and one or more other banks or other entities arranged by
the Borrower (any such other bank or other financial institution being called a
"New Term Lender"). Commitments in respect of Incremental Term Loans shall
become Term Commitments under this Agreement pursuant to an amendment (an
"Incremental Amendment") to this Agreement and, as appropriate, the other Loan
Documents, executed by the Loan Parties, each Lender agreeing to provide such
commitment in respect of Incremental Term Loans, if any, each New Term Lender,
if any, and the Administrative Agent. The Incremental Amendment may, without the
consent of any other Lenders, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent, to effect the provisions of this
subsection. The effectiveness of any Incremental Amendment shall be subject to
the satisfaction on the date thereof (each, an "Incremental Term Facility
Closing Date") of each of the conditions set forth in subsection 5.2 and such
other conditions as the parties thereto shall agree. The Borrower will use the
proceeds of the Incremental Term Loans for any purpose not prohibited by this
Agreement. No Lender shall be obligated to provide any Incremental Term Loans
unless it so agrees. No Incremental Term Facility shall require the consent of
any Lender other than the agreement of the applicable Lenders providing
commitments for such Incremental Term Facility."
9. Amendment to Subsection 6.9 (Interest Coverage). Subsection 6.9 of
the Credit Agreement is hereby amended by inserting below the table therein the
following:
"Covenant calculations shall be made on the date that is the nearest
to each quarterly date listed above, to the extent the last day for the
relevant fiscal quarter of the Borrower falls on a day other than on the
corresponding covenant test date."
10. Amendment to Subsection 6.10 (Maintenance of Leverage Ratio).
Subsection 6.10 of the Credit Agreement is hereby amended by deleting the table
therefrom and inserting in lieu thereof the following:
"Test Date Ratio
---------- -----
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 4.00 to 1.00
June 30, 2005 4.00 to 1.00
September 30, 2005 4.00 to 1.00
December 31, 2005 4.00 to 1.00
10
March 31, 2006 3.75 to 1.00
June 30, 2006 3.75 to 1.00
September 30, 2006 3.75 to 1.00
December 31, 2006 3.75 to 1.00
March 31, 2007 3.50 to 1.00
June 30, 2007 3.50 to 1.00
September 30, 2007 3.50 to 1.00
December 31, 2007 3.50 to 1.00
March 31, 2008
and thereafter 3.25 to 1.00
Covenant calculations shall be made on the date that is the nearest to each
quarterly date listed above, to the extent the last day for the relevant fiscal
quarter of the Borrower falls on a day other than on the corresponding covenant
test date."
11. Amendments to Subsection 7.2 (Limitation on Contingent Obligations).
Subsection 7.2 of the Credit Agreement is hereby amended by (1) deleting the
word "or" after subclause (vi) thereof and inserting in lieu thereof a comma and
(2) by adding the following new subclause (viii):
"or (viii) guarantees by the Borrower of operating lease obligations
of any Domestic Subsidiary incurred in connection with "build to suit"
real property improvements in an aggregate amount not to exceed
$120,000,000".
12. Amendments to Subsection 7.6 (Limitations on Indebtedness).
Subsection 7.6 of the Credit Agreement is hereby amended as follows:
(a) by deleting from subparagraph (e) thereof (1) the comma prior
to subclause (iii) and inserting in lieu thereof the word "or", (2) the words
"or (iv) for Permitted Acquisitions;" and (3) the proviso thereto; and
(b) by deleting subparagraph (g) thereof in its entirety and
inserting in lieu thereof the following new subparagraph (g):
"(g) unsecured or subordinated Indebtedness of the Borrower having
no scheduled principal payments or prepayments prior to September 30, 2011
and which Indebtedness shall 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
Leverage Ratio is at least 0.25 to 1.00 less than the covenant contained
in subsection 6.10; 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 indentures
having subordination provisions as favorable to the Lenders as those in
the Senior Subordinated Note Indenture of the Borrower;"
13. Amendments to Subsection 7.11 (Fiscal Year). Subsection 7.11 of the
Credit Agreement is hereby amended by adding the following proviso at the end of
the subsection:
11
"provided, that after the First Amendment Effective Date, the
Borrower may, on one occasion, permanently change the date on which the
fiscal year of the Borrower and its Subsidiaries ends upon 30 days prior
written notice to the Administrative Agent".
14. Amendments to Subsection 7.12 (Modifications Certain Debt
Instruments). Subsection 7.12 of the Credit Agreement is hereby amended by
deleting from subclauses (a) and (b) thereof the words "subsection 7.6(e) or
(f)" and inserting in lieu thereof the words "subsection 7.6(e), (f) or (g) or
senior unsecured notes issued pursuant to 7.6(g)".
15. Amendments to Subsection 7.15 (Restricted Payments). Subsection 7.15
of the Credit Agreement is hereby amended as follows:
(a) by (1) deleting from subparagraph (a) thereof the amount
"$25,000,000" and inserting in lieu thereof the amount "$50,000,000", (2)
deleting from the proviso to subparagraph (a) thereof the words "not greater"
and inserting in lieu thereof the word "less" and (3) deleting from the proviso
to subparagraph (a) thereof the amount "$50,000,000" and inserting in lieu
thereof the amount "$75,000,000"; and
(b) by deleting subparagraph (b) thereof in its entirety and
inserting in lieu thereof the following new subparagraph (b):
"(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 in the
fiscal year during which such repurchase or redemption is to occur is not
greater than the amount set forth below opposite such fiscal year:
Fiscal Periods Aggregate Amount
-------------- ----------------
2004/2005 combined $125,000,000
2006 $150,000,000
2007 and thereafter $175,000,000
provided, that any originally permitted amounts not used for repurchases or
redemptions in any fiscal period listed above may be carried over to be used in
the next succeeding fiscal period; provided further, that transactions permitted
by subsection 7.16 effected prior to March 31, 2008 shall reduce the amount
available for repurchases or redemptions of shares of the Borrower's Capital
Stock in the fiscal year in which such transaction occurs by an amount equal to
the Indebtedness prepaid, retired, redeemed, purchased, defeased or exchanged."
16. New Subsection 7.16 (Limitations on Redemptions of Certain
Indebtedness). The Credit Agreement is hereby amended by adding the following
new subsection 7.16:
"7.16 Limitation of Redemptions of Certain Indebtedness. Prior to
March 31, 2008, optionally prepay, retire, redeem, purchase, defease or
exchange, or make or arrange for any mandatory prepayment, retirement,
redemption, purchase or defeasance of Indebtedness outstanding pursuant to
subsection 7.6(c), (e), (f) or (g); provided that (a) Indebtedness permitted
pursuant to subsection 7.6(c) may be refinanced, refunded, renewed or extended
in accordance with the provisions of such subsection and (b) Indebtedness
permitted pursuant to subsection
12
7.6(c), (e), (f) or (g) may be redeemed by the Borrower (i) on any date, for
aggregate consideration (including any premium paid in connection with such
redemption) not in excess of the lesser of (x) $25,000,000 (less the aggregate
consideration for all prior redemptions of such Indebtedness during such fiscal
year) and (y) the amount available for redemptions or repurchases of the
Borrower's Capital Stock pursuant to 7.15(b) for the fiscal year in which such
date falls and (ii) with consideration consisting of the proceeds of the
issuance of shares of the Borrower's Capital Stock, to the extent the Borrower
is not otherwise required to make a prepayment under subsection 2.12(b)."
17. Amendments to Section 8 (Events of Default). Section 8 of the Credit
Agreement is hereby amended by deleting each occurrence of the words "Term Loan
Commitments" from the text following subparagraph 0) thereof and inserting in
lieu thereof the words "Term Commitments".
18. Amendments to Subsection 10.1 (Amendments and Waivers). Subsection
10.1 of the Credit Agreement is hereby amended by adding the words "or 2.28(c)"
at the end of subparagraph (b)(iii) thereof.
19. Amendments to Subsection 10.2 (Notices). Subsection 10.2 of the
Credit Agreement is hereby amended by deleting the existing notice address for
the Borrower and each Subsidiary Borrower and replacing it with the following
language:
"The Scotts Company
14111 Scottslawn Road
Marysville, Ohio 43041
Attn.: Treasurer
Telephone: (937) 644-7221
Telecopy: (937) 578-5754
With a copy sent to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Attn.: John B. Weimer, Esq. And Stephen D. Browning, Esq.
Telephone: (614) 464-8343
Telecopy: (614) 719-5086"
20. Amendments to Subsection 10.6 (Successors and Assigns;
Participations and Assignments). Subsection 10.6 of the Credit Agreement is
hereby amended as follows:
(a) by inserting in subparagraph (b)(ii)(A)(1) thereof the words
"or Tranche A Term Facility" following the words "Revolving Facilities"; and
(b) by inserting in subparagraph (b)(ii)(A)(2) thereof the words
"Tranche B" prior to the words "Term Facility".
21. Amendments to Annex A (Pricing Grid for Revolving Credit Loans; Term
Loans and Facility Fee). Annex A to the Credit Agreement is hereby amended by
deleting the pricing
13
grid applicable to Term Loans and inserting in lieu thereof the following new
pricing grid applicable to Term Loans:
Applicable
Margin
Tranche A Term Loans
--------------------
Leverage Ratio LIBOR ABR
-------------- ----- -----
> or = 2.00 to 1.00 1.25% 0.00%
< 2.00 to 1.00 1.00% 0.00%
< 1.25 to 1.00 0.75% 0.00%
Applicable
Margin
Tranche B Term Loans
--------------------
LIBOR ABR
----- -----
1.50% 0.00%
22. Representations and Warranties. On and as of the date hereof, and
after giving effect to this First Amendment, each of the Borrower and the
Subsidiary Borrowers hereby confirms, reaffirms and restates the representations
and warranties set forth in Section 4 of the Credit Agreement mutatis mutandis,
and to the extent that such representations and warranties expressly relate to a
specific earlier date in which case it hereby confirms, reaffirms and restates
such representations and warranties as of such earlier date.
23. Conditions to Effectiveness. This First Amendment shall become
effective as of the date set forth above upon the satisfaction of the following
conditions precedent:
(a) First Amendment. The Administrative Agent shall have received
counterparts of this First Amendment, duly executed and delivered by the
Administrative Agent, the Borrower, each Subsidiary Borrower, each Lender with a
Tranche A Term Commitment, each Lender with a Tranche B Term Commitment and the
Required Lenders.
(b) Fees and Expenses. The Lenders and the Administrative Agent
shall have received all fees required to be paid on or before the First
Amendment Effective Date, and all expenses required to be paid on or before the
First Amendment Effective Date for which invoices have been timely presented,
including, without limitation, the reasonable fees and expenses of legal
counsel, on or before the First Amendment Effective Date.
(c) Security Documents. The Administrative Agent shall have
received the Second Acknowledgment and Confirmation of Guarantee and Collateral
Agreements and Mortgages, substantially in the form of Exhibit A hereto, duly
executed and delivered by the Borrower and each other Loan Party.
(d) Term Loan Refinancing. The Term Loan Refinancing shall have
been consummated or arrangements reasonably satisfactory to the Administrative
Agent shall have been made for the consummation thereof.
14
(e) Closing Certificate. The Administrative Agent shall have
received a certificate of each Loan Party, dated the First Amendment Effective
Date, substantially in the form of the certificates delivered on the Closing
Date pursuant to subsection 5.1(f) of the Credit Agreement, with appropriate
insertions and attachments.
(f) Legal Opinion. The Administrative Agent and each Lender with a
Tranche A Term Commitment or a Tranche B Term Commitment shall have received an
executed legal opinion of Vorys, Sater, Seymour and Pease LLP, special counsel
to the Borrower, dated the First Amendment Effective Date and addressed to the
Administrative Agent and the Tranche A Term Lenders and the Tranche B Term
Lenders substantially in the form of Exhibit H to the Credit Agreement.
24. Title Endorsements. The Borrower shall use commercially reasonable
efforts to deliver proof of re-endorsed or down-dated mortgagee's title
insurance with respect to each Mortgaged Property in form and substance
reasonably satisfactory to the Administrative Agent within 90 days of the First
Amendment Effective Date.
25. Continuing Effect; No Other Amendments. Except as expressly amended
or waived hereby, all of the terms and provisions of the Credit Agreement are
and shall remain in full force and effect. The amendments provided for herein
are limited to the specific subsections of the Credit Agreement specified herein
and shall not constitute an amendment of, or an indication of any Lender's
willingness to amend or waive, any other provisions of the Credit Agreement or
the same subsections for any other date or time period (whether or not other
provisions or compliance with such subsections for another date or time period
are affected by the circumstances addressed in this First Amendment).
26. Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and expenses incurred in
connection with the preparation and delivery of this First Amendment, including,
without limitation the reasonable fees and disbursements of counsel to the
Administrative Agent.
27. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
28. Counterparts. This First Amendment may be executed by the parties
hereto in any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
15
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment 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/ Christopher L. Nagel
----------------------------------------------
Name: Christopher L. Nagel
Title: Executive Vice President and CFO
HYPONEX CORPORATION
By: /s/ Christopher L. Nagel
----------------------------------------------
Name: Christopher L. Nagel
Title: Executive Vice President and CFO
MIRACLE GARDEN CARE LIMITED
By: /s/ Paul DeSantis
----------------------------------------------
Name: Paul DeSantis
Title: Power of Attorney
OM SCOTT INTERNATIONAL INVESTMENTS LTD.
By: /s/ Paul DeSantis
----------------------------------------------
Name: Paul DeSantis
Title: Power of Attorney
SCOTTS AUSTRALIA PTY. LTD
By: /s/ Paul DeSantis
----------------------------------------------
Name: Paul DeSantis
Title: Power of Attorney
SCOTTS CANADA LTD.
By: /s/ Edward R. Claggett
----------------------------------------------
Name: Edward R. Claggett
Title: Vice President and Assistant Secretary
SCOTTS HOLDINGS LIMITED
By: /s/ Paul DeSantis
----------------------------------------------
Name: Paul DeSantis
Title: Power of Attorney
SCOTTS MANUFACTURING COMPANY
By: /s/ Christopher L. Nagel
----------------------------------------------
Name: Christopher L. Nagel
Title: Executive Vice President and CFO
SCOTTS-SIERRA HORTICULTURAL PRODUCTS COMPANY
By: /s/ Christopher L. Nagel
----------------------------------------------
Name: Christopher L. Nagel
Title: Executive Vice President and CFO
SCOTTS-SIERRA INVESTMENTS, INC.
By: /s/ Edward R. Claggett
----------------------------------------------
Name: Edward R. Claggett
Title: President and CEO
SCOTTS TEMECULA OPERATIONS, LLC
By: /s/ Christopher L. Nagel
----------------------------------------------
Name: Christopher L. Nagel
Title: Executive Vice President and CFO
SCOTTS TREASURY EEIG
By: /s/ Brian K. Weyer
----------------------------------------------
Name: Brian K. Weyer
Title: Manager
THE SCOTTS COMPANY (UK) LTD.
By: /s/ Paul DeSantis
----------------------------------------------
Name: Paul DeSantis
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/ Caroline A. Stead
----------------------------------------------
Name: Caroline A. Stead
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
AIMCO CDO SERIES 2000-A
By: /s/ Chris Goergen
----------------------------------------------
Name: Chris Goergen
By: /s/ Jerry D. Zinkula
----------------------------------------------
Name: Jerry D. Zinkula
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc. As
Sub-Adviser
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Chris Goergen
----------------------------------------------
Name: Chris Goergen
By: /s/ Jerry D. Zinkula
----------------------------------------------
Name: Jerry D. Zinkula
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
AMERICAN EXPRESS CERTIFICATE COMPANY
By: American Express Asset Management Group
as Collateral Manager
By: /s/ Yvonne E. Stevens
----------------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
APEX (IDM) CDO I, LTD.
BABSON CLO LTD. 2003-1
By: Babson Capital Management LLC
as Collateral Manager
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
APEX (Trimaran) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ David M. Millison
----------------------------------------------
Name: David M. Millison
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc. As
Portfolio Advisor
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under 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
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
BANK OF MONTREAL
By: /s/ S. Valia
----------------------------------------------
Name: S. Valia
Title: MD
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ A. Bernstein
----------------------------------------------
Name: A. Bernstein
Title: Asst. Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC
as Investment Advisor
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
BNP PARIBAS
By: /s/ Rosalie C. Hawley
----------------------------------------------
Name: Rosalie C. Hawley
Title: Director
By: /s/ Peter C. Labrie
----------------------------------------------
Name: Peter C. Labrie
Title: Central Region Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ Linda Pace
----------------------------------------------
Name: Linda Pace
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /s/ Linda Pace
----------------------------------------------
Name: Linda Pace
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CARLYLE LOAN OPPORTUNITY FUND
By: /s/ Linda Pace
----------------------------------------------
Name: Linda Pace
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CALYON NEW YORK BRANCH
By: /s/ Lee E. Greve
----------------------------------------------
Name: Lee E. Greve
Title: Managing Director
By: /s/ Joseph Philbin
----------------------------------------------
Name: Joseph Philbin
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CENTURION CDO II, LTD.
By: American Express Asset Management Group, Inc.
as Collateral Manager
By: /s/ Leanne Stavrakis
----------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CENTURION CDO III, LIMITED
By: American Express Asset Management Group Inc. as
Collateral Manager
By: /s/ Leanne Stavrakis
----------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CENTURION CDO VI, LTD.
By: American Express Asset Management Group as
Collateral Manager
By: /s/ Leanne Stavrakis
----------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CENTURION CDO VII, LTD.
By: American Express Asset Management Group, Inc. as
Collateral Manager
By: /s/ Leanne Stavrakis
----------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc. As
Investment Advisor
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CITIZENS BANK OF PENNSYLVANIA
By: /s/ Dwayne R. Finney
----------------------------------------------
Name: Dwayne R. Finney
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
CLYDESDALE CLO 2001-1, LTD.
Nomura Corporate Research and Asset Management Inc. as
Collateral Manager
By: /s/ Elizabeth MacLean
----------------------------------------------
Name: Elizabeth MacLean
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
COBANK, ACB
By: /s/ S. Richard Dill
----------------------------------------------
Name: S. Richard Dill
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
COLUMBUS LOAN FUNDING LTD.
By: /s/ Daniel Slotkin
----------------------------------------------
Name: Daniel Slotkin
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
COMERICA BANK
By: /s/ Ryan Oliver
----------------------------------------------
Name: Ryan Oliver
Title: Assistant Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
COSTANTINUS EATON VANCE CDO V, LTD
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
C-SQUARED CDO LTD.
By: TCW Advisor, Inc., as its Portfolio Manager
By: /s/ Jonathan R. Insull
----------------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
DRYDEN IV LEVERAGED LOAN CDO 2003
By: Prudential Investment Management, Inc., as
Collateral Manager
By: /s/ B. Ross Smead
----------------------------------------------
Name: B. Ross Smead
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
DRYDEN V LEVERAGED LOAN CDO 2003
By: Prudential Investment Management, Inc., as
Collateral Manager
By: /s/ B. Ross Smead
----------------------------------------------
Name: B. Ross Smead
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
EATON VANCE CDO II, LTD.
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
EATON VANCE CDO VI, LTD.
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
EATON VANCE VT FLOATING-RATE INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
EATON VANCE LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
EATON VANCE SENIOR FLOATING-RATE TRUST
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 2000-I
By: Babson Capital Management LLC as Collateral
Manager
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
ELC (CAYMAN) LTD. CDO SERIES 1999-I
ELC (CAYMAN) LTD. 1999-III
By: Babson Capital Management LLC as Collateral
Manager
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
ELC FUNDING LLC
By: /s/ Shawn Hendrickson
----------------------------------------------
Name: Shawn Hendrickson
Title: Attorney-In-Fact
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
ERSTE BANK NEW YORK BRANCH
By: /s/ Paul Judicke
----------------------------------------------
Name: Paul Judicke
Title: Director
By: /s/ John Fay
----------------------------------------------
Name: John Fay
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA, DBA FCS
COMMERCIAL FINANCE GROUP
By: /s/ James M. Grafing
----------------------------------------------
Name: James M. Grafing
Title: SVP-Syndicated Finance
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING
RATE HIGH INCOME FUND
By: /s/ John H. Costello
----------------------------------------------
Name: John H. Costello
Title: Assistant Treasurer
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
FIFTH THIRD BANK (CENTRAL OHIO)
By: /s/ Christopher D. Jones
----------------------------------------------
Name: Christopher D. Jones
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
FLEET NATIONAL BANK
By: /s/ David Catherall
----------------------------------------------
Name: David Catherall
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
FORTIS CAPITAL CORP.
By: /s/ John W. Deegan
----------------------------------------------
Name: John W. Deegan
Title: Senior Vice President
By: /s/ Douglas V. Riahi
----------------------------------------------
Name: John W. Deegan
Title: Senior Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
FOXE BASIN CLO 2003, LTD.
By Royal Bank of Canada as Collateral Manager
By: /s/ Melissa Marano
----------------------------------------------
Name: Melissa Marano
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
FRANKLIN FLOATING RATE MASTER SERIES
FRANKLIN FLOATING RATE DAILY ACCESS FUND
FRANKLIN CLO IV, LIMITED
By: /s/ Tyler Chan
----------------------------------------------
Name: Tyler Chan
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT
ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
HARBOUR VIEW CLO IV, LTD.
By: /s/ Lisa Chaffee
----------------------------------------------
Name: Lisa Chaffee
Title: Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
HARBOUR VIEW CLO V, LTD.
By: /s/ Lisa Chaffee
----------------------------------------------
Name: Lisa Chaffee
Title: Manager
HARBOUR TOWN FUNDING LLC
By: /s/ Meredith Koslick
----------------------------------------------
Name: Meredith Koslick
Title: Assistant Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
HARRIS TRUST AND SAVINGS BANK
By: /s/ Kimberly A. Yates
----------------------------------------------
Name: Kimberly A. Yates
Title: Vice President
BANK OF MONTREAL
By: /s/ Rebecca Kuntz
----------------------------------------------
Name: Rebecca Kuntz
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
HEWETT'S ISLAND CDO, LTD.
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager.
By: /s/ Preston I. Carnes, Jr.
----------------------------------------------
Name: Preston I. Carnes, Jr.
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
By: /s/ Ken Hamilton
----------------------------------------------
Name: Ken Hamilton
Title: Director
By: /s/ Shannon Batchman
----------------------------------------------
Name: Shannon Batchman
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
IDS LIFE INSURANCE COMPANY
By: American Express Asset Management Group, Inc. as
Collateral Manager
By: /s/ Yvonne E. Stevens
----------------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC as its Investment manager
By: /s/ Brian S. Horton
----------------------------------------------
Name: Brian S. Horton
Title: Vice President
SEQUILS - PILGRIM I, LTD
By: ING Investments, LLC as its investment manager
By: /s/ Brian S. Horton
----------------------------------------------
Name: Brian S. Horton
Title: Vice President
ING PRIME RATE TRUST
By: ING Investment Management, Co , as its investment
manager
By: /s/ Brian S. Horton
----------------------------------------------
Name: Brian S. Horton
Title: Vice President
ING SENIOR INCOME FUND
By: ING Investment Management, Co. as its investment
manager
By: /s/ Brian S. Horton
----------------------------------------------
Name: Brian S. Horton
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc. As
Collateral Manager
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KEYBANK NATIONAL ASSOCIATION
By: /s/ David J. Wechter
----------------------------------------------
Name: David J. Wechter
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KZH CRESCENT-3 LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KZH CYPRESSTREE-1 LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KZH PONDVIEW LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KZH RIVERSIDE LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KZH SOLEIL LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KZH SOLEIL-2 LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
KZH STERLING LLC
By: /s/ Susan Lee
----------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Warren F. Weber
----------------------------------------------
Name: Warren F. Weber
Title: First Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
LOAN FUNDING V, LLC
By: Prudential Investment Management, Inc., as
Portfolio Manager
By: /s/ B. Ross Smead
----------------------------------------------
Name: B. Ross Smead
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
BLACKROCK LIMITED DURATION INCOME FUND
MAGNETITE V CLO, LIMITED
By: /s/ Tom Colwell
----------------------------------------------
Name: Tom Colwell
Title: Auth. Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC under delegated
authority from Massachusetts Mutual Life Insurance
Company as investment manager
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Babson Capital Management LLC as Investment
Adviser
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
METROPOLITAN LIFE INSURANCE COMPANY, as lender
By: /s/ James Dingler
----------------------------------------------
Name: James Dingler
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
MIZUHO CORPORATE BANK, LTD.
By: /s/ Greg Botshon
----------------------------------------------
Name: Greg Botshon
Title: Senior Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
MONUMENT PARK CDO LTD.
By: Blackstone Debt Advisors L.P. As Collateral
Manager
By: /s/ Dean T. Criares
----------------------------------------------
Name: Dean T. Criares
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
MOUNTAIN CAPITAL CLO 1 LTD.
By: /s/ Darren P. Riley
----------------------------------------------
Name: Darren P. Riley
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
NATIONAL CITY BANK
By: /s/ Thomas E. Redmond
----------------------------------------------
Name: Thomas E. Redmond
Title: Senior Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
NOMURA BOND & LOAN FUND
By: UFJ Trust Bank Limited as Trustee
By: Nomura Corporate Research and Asset Management
Inc.
Attorney in Fact
By: /s/ Elizabeth MacLean
----------------------------------------------
Name: Elizabeth MacLean
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
THE NORINCHUKIN BANK, NEW YORK BRANCH
By: /s/ Toshifumi Tsukitani
----------------------------------------------
Name: Toshifumi Tsukitani
Title: General Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
THE NORTHERN TRUST COMPANY
By: /s/ David J. Sullivan
----------------------------------------------
Name: David J. Sullivan
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC as sub-investment
manager
By: /s/ Andrew D. Gordon
----------------------------------------------
Name: Andrew D. Gordon
Title: Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC as Portfolio Manager
By: /s/ Andrew D. Gordon
----------------------------------------------
Name: Andrew D. Gordon
Title: Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
OCTAGON INVESTMENT PARTNERS V, LTD.
By: Octagon Credit Investors, LLC as Portfolio Manager
By: /s/ Andrew D. Gordon
----------------------------------------------
Name: Andrew D. Gordon
Title: Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
OCTAGON INVESTMENT PARTNERS VI, LTD.
By: Octagon Credit Investors, LLC as collateral
manager
By: /s/ Andrew D. Gordon
----------------------------------------------
Name: Andrew D. Gordon
Title: Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
OXFORD STRATEGIC INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
PINEHURST TRADING, INC.
By: /s/ Meredith Koslick
----------------------------------------------
Name: Meredith Koslick
Title: Assistant Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
COOPERATIEVE CENTRALE RAIFFEISEN-BORENLEENBANK B.A.,
"RABOBANK INTERNATIONAL" NEW YORK BRANCH
By: /s/ Michael L. Laurie
----------------------------------------------
Name: Michael L. Laurie
Title: Executive Director
By: /s/ Rebecca Morrow
----------------------------------------------
Name: Rebecca Morrow
Title: Executive Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
RIVIERA FUNDING LLC
By: /s/ Meredith Koslick
----------------------------------------------
Name: Meredith Koslick
Title: Assistant Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SAGAMORE CLO LTD.
By. INVESCO Senior Secured Management, Inc. As
Collateral Manager
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SANKATY ADVISORS, LLC
as Collateral Manager for AVERY POINT CLO, LTD., as
Term Lender
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SANKATY ADVISORS, LLC as Collateral Manager for Race
Point II CLO, Limited, as Term Lender
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SANKATY ADVISORS, LLC as Collateral Manager for
CASTLE HILL I-INGOTS, LTD., as Term Lender
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ Diane J. Exter
----------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc. As Asset
Manager
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SEABOARD CLO 2000 LTD.
BY: Babson Capital Management LLC as Collateral
Manager
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment
Advisor
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SEQUILS-CENTURION V, LTD.
By: American Express Asset Management Group, Inc. as
Collateral Manager
By: /s/ Leanne Stavrakis
----------------------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc. As
Collateral Manager
By: /s/ Thomas H.B. Ewald
----------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SIERRA CLO I LTD
By: /s/ Kevin J. Hickame
----------------------------------------------
Name: Kevin J. Hickame
Title: Managing Director
Centre Pacific, LLP
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
STEIN ROE & FARNHAM CLO I LTD.
By: Columbia Management Advisors, Inc. (f/k/a Stein
Roe & Farnham Incorporated),
As Portfolio Manager
By: /s/ Thomas R. Bouchard
----------------------------------------------
Name: Thomas R. Bouchard
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SUFFIELD CLO, LIMITED
TRYON CLO LTD. 2000-I
By: Babson Capital Management LLC as Collateral
Manager
By: /s/ David P. Wells, CFA
----------------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
THE SUMITOMO TRUST AND BANKING CO., LTD., NEW YORK
BRANCH
By: /s/ Elizabeth A. Quirk
----------------------------------------------
Name: Elizabeth A. Quirk
Title: Vice-President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
SUNTRUST BANK
By: /s/ Molly J. Drennan
----------------------------------------------
Name: Molly J. Drennan
Title: Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its Collateral Manager
By: /s/ Richard F. Kurth
----------------------------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /s/ Jonathan R. Insull
----------------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
LOAN FUNDING I LLC,
a wholly owned subsidiary of Citibank, N.A.
By: TCW Advisors, Inc., as portfolio manager of Loan
Funding I LLC
By: /s/ Richard F. Kurth
----------------------------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /s/ Jonathan R. Insull
----------------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
THE BANK NEW YORK
By: /s/ Kenneth R. McDonnell
----------------------------------------------
Name: Kenneth R. McDonnell
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
THE BANK OF NOVA SCOTIA
By: /s/ V. Gibson
----------------------------------------------
Name: V. Gibson
Title: Assistant Agent
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
THE HUNTINGTON NATIONAL BANK
a national banking association
By: /s/ Mark A. Koscielski
----------------------------------------------
Name: Mark A. Koscielski
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
TOLLI & CO.
By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Michael B. Botthof
----------------------------------------------
Name: Michael B. Botthof
Title: Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
UNION SQUARE CDO LTD.
By: Blackstone Debt Advisors L.P. As Collateral Manager
By: /s/ Dean T. Criares
----------------------------------------------
Name: Dean T. Criares
Title: Managing Director
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY
By: /s/ Kwong Yew Wong
----------------------------------------------
Name: Kwong Yew Wong
Title: Agent & General Manager
By: /s/ Philip Cheong
----------------------------------------------
Name: Philip Cheong
Title: VP & Deputy General Manager
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
UFJ BANK LIMITED
By: /s/ Stephen C. Small
----------------------------------------------
Name: Stephen C. Small
Title: Senior Vice President
Signature Page to
the First Amendment under The Scotts Company
Second Amended and Restated Credit Agreement
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Robert H. Friend
----------------------------------------------
Name: Robert H. Friend
Title: Vice President
