Exhibit 10.1
Termination and Release
Agreement
Termination and Release Agreement
dated as of April 9, 2008 (this “Agreement”
), by and among T he Scotts
Company, LLC , a limited liability company organized under
the laws of Ohio (the “Company” ), The Scotts Miracle-Gro Company, a
company organized under the laws of Ohio (the
“Parent” ), and L aSalle Bank National Association
( the “Bank” ), a bank organized under
the laws of the United States of America. Capitalized terms shall
have the meanings assigned to such terms in the Purchase Agreement
(as defined below).
Whereas , pursuant to the Master
Accounts Purchase Agreement dated as of April 11, 2007, as
amended, by and among the Company, the Parent and the Bank (the
“Purchase Agreement” ), the Company has sold,
and through the Effective Date will continue to sell interests in
its Purchased Receivables (the “Released
Receivables” ) to the Bank;
Whereas, the parties to the
Purchase Agreement wish to terminate the rights and obligations of
the Company, the Parent and the Bank under the Purchase Agreement
and to terminate each blocked account agreement and to have the
Bank reconvey to the Company the Released Receivables on the terms
and conditions set forth herein;
Whereas , the parties to the
Purchase Agreement consent to the termination of the rights and
obligations of the Company, the Parent and the Bank under the
Purchase Agreement and to the termination of the blocked account
agreement and the reconveyance of the Released Receivables;
Whereas, pursuant to the Purchase
Agreement, the Company granted security interests and other rights
in the Released Receivables and certain bank accounts to the
Bank;
Whereas , the Company wishes to
have the above-mentioned security interests released and such other
rights to be terminated;
Whereas , the Bank desires to
sell and assign to the Company all of the Released Receivables upon
the terms and conditions hereinafter set forth; and
Now, Therefore , for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby agreed by and among the parties
hereto as follows:
Section 1. Release from
Purchase Agreement and Blocked Account Agreements .
(a) The Bank hereby releases and
discharges, effective as of the Effective Date, any and all right,
title and interest that it may now or hereafter have or may now or
hereafter be entitled to by virtue of the Purchase Agreement in all
receivables and all other assets and property of the Company,
including without limitation the Released Receivables, and does
hereby declare the same fully released and discharged on the
Effective Date from any and all security interests created by
virtue of or in connection with the Purchase Agreement.
(b) The Bank does hereby release
and discharge, effective as of the Effective Date, any and all
right, title and interest that it may have or be entitled to by
virtue of or in connection with the Purchase Agreemen
