Amendment No. 1 to Credit Agreement - May 16, 2006


 Exhibit 10.1 
 AMENDMENT NO. 1 
 TO 
 CREDIT AGREEMENT 
 THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (the
“Amendment”) is made as of May 16, 2006 by and among Central Garden & Pet Company, a Delaware corporation (the “Company”), the institutions listed on the signature pages hereto and JPMorgan Chase Bank,
National Association, as the administrative agent for the “Lenders” referred to below (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them
in the “Credit Agreement” referred to below. 
 W I T N E S S E T H: 
 WHEREAS, the signatories hereto are parties to that certain Credit Agreement, dated as of February 28, 2006, among the Company, the Subsidiary
Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto (the “Lenders”) and the Administrative Agent (as the same may from time to time be amended, restated, supplemented or
otherwise modified, the “Credit Agreement”); 
 WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the
terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent have agreed to the following amendment to the Credit Agreement.

 1. Amendments. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth
in Section 2 below, the Credit Agreement is hereby amended as follows: 
 (a) Section 1.1 of the Credit Agreement is
hereby amended to restate the definition of “Operating Lease Obligations” in its entirety as follows: 
 “Operating Lease
Obligations” of the Company and its Subsidiaries means, for any period, the aggregate amount of fixed lease payments due under all Operating Leases of the Company and its Subsidiaries during such period. 
 (b) Section 6.11 of the Credit Agreement is hereby amended to restate the first sentence thereof in its entirety as follows: 






 The Company will not permit Operating Lease Obligations of the Company and its Subsidiaries, determined
as of the end of each of its fiscal quarters ending on or after March 25, 2006 for the most recently ended 4 consecutive fiscal quarters (including such fiscal quarter end), to exceed $40,000,000. 
 2. Conditions of Effectiveness. This Amendment shall become effective as of the date hereof and be deemed effective as of February 28,
2006, if, and only if, the Administrative Agent shall have received: (a) executed copies of this Amendment from the Company and the Required Lenders, and (b) executed copies of the Reaffirmation attached hereto in the form of Exhibit
A from the existing Subsidiary Guarantors. 
 3. Representations and Warranties of the Company. The Company hereby
represents and warrants as follows: 
 (a) The Company has the power and authority and legal right to execute and deliver this Amendment and
the Credit Agreement (as modified hereby) and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Amendment and the performance of its obligations hereunder and under the Credit Agreement (as
modified hereby) have been duly authorized by proper proceedings, and this Amendment and the Credit Agreement (as modified hereby) constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law. 
 (b) Neither the execution and delivery by the Company of this Amendment, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof or of the Credit Agreement (as modified hereby) (i) will require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (ii) will violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries or any order of any Governmental
Authority, (iii) will violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or its assets (including, without limitation, the Senior Subordinated Note Indenture and
the Senior Subordinated Notes), or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries or (iv) will result in the creation or imposition of any Lien on any asset of the Company or any of
its Subsidiaries. 
 (c) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default has occurred and is
continuing and (ii) the representations and warranties of the Company set forth in the Credit Agreement (as modified hereby) and the other Loan Documents are true and correct in all material respects (or, if any such representation or warranty
is expressly stated to have been made as of a specific date, as of such specific date). 






 4. Reference to and Effect on the Credit Agreement and Loan Documents.  
 (a) Upon the effectiveness of this Amendment, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be
a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of
the terms and provisions of the Credit Agreement. 
 (b) The Company (i) agrees that this Amendment and the transactions contemplated
hereby shall not limit or diminish the obligations of the Company arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement and each and
every other Loan Document to which it is a party (including, without limitation, each applicable Collateral Document), (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself
and the other Holders of Secured Obligations) pursuant to any of the Loan Documents, and (iv) acknowledges and agrees that, except as specifically modified above, the Credit Agreement and all other Loan Documents executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 
 (c) The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any modification of any provision
of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith. 
 5. Governing Law. This
Amendment shall be construed in accordance with and governed by the law of the State of New York. 
 6. Headings. Section
headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
 7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by means of facsimile or electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. 
 ******* 






 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

  

			
	 CENTRAL GARDEN & PET COMPANY
 as the Company

		
	By:	 	 /s/ Roger J. Fleishmann, Jr.

	Name:	 	Roger J. Fleischmann, Jr.
	Title:	 	Vice President and Treasurer









			
	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
 and Administrative Agent, the Issuing Bank, the Swingline Lender and a Lender

		
	By:	 	 /s/ Sanjina Daphtary

	Name:	 	Sanjina Daphtary
	Title:	 	AVP









			
	 BANK OF AMERICA, N.A.,
 as Syndication Agent
and a Lender

		
	By:	 	 /s/ J. Casey Cosgrove

	Name:	 	J. Casey Cosgrove
	Title:	 	Vice President









			
	 CIBC WORLD MARKETS CORP.,
 as a
Co-Documentation Agent

		
	By:	 	 /s/ Cedric Henley

	Name:	 	Cedric M. Henley
	Title:	 	Managing Director
	
	CIBC, INC., as a Lender
		
	By:	 	 /s/ Cedric Henley

	Name:	 	Cedric M. Henley
	Title:	 	Managing Director
	
	CANADIAN IMPERIAL BANK OF COMMERCE, as an Issuing Bank with respect to the Existing Letters of Credit
		
	By:	 	 /s/ Cedric Henley

	Name:	 	Cedric M. Henley
	Title:	 	Managing Director









			
	SUNTRUST BANK, as an Issuing Bank with respect to the Existing Letters of Credit, a Co-Documentation Agent and a Lender
		
	By:	 	 /s/ Samuel M. Jannetta, Jr.

	Name:	 	Samuel M. Jannetta, Jr.
	Title:	 	Vice President









			
	UNION BANK OF CALIFORNIA, N.A., as a Co-Documentation Agent and a Lender
		
	By:	 	 /s/ J. William Bloore

	Name:	 	J. William Bloore
	Title:	 	Vice President









			
	 WELLS FARGO BANK, N.A.,
 as a
Lender

		
	 By:
	 	 /s/ Meggie Chichioco

	 Name:
	 	Meggie Chichioco
	 Title:
	 	Vice President









			
	 HARRIS, N.A.,
 as a
Lender

		
	 By:
	 	 /s/ C. Scott Place

	 Name:
	 	C. Scott Place
	 Title:
	 	Director









			
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH,
 as a Lender

		
	By:	 	 /s/ Rebecca O. Morrow

	Name:	 	Rebecca O. Morrow
	Title:	 	Executive Director
		
	By:	 	 /s/ Jessalyn Peters

	Name:	 	Jessalyn Peters
	Title:	 	Managing Director









			
	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mark S. Supple

	Name:	 	Mark S. Supple
	Title:	 	Vice President and Director









			
	 BNP PARIBAS,
 as a
Lender

		
	By:	 	 /s/ Katherine Wolfe

	Name:	 	Katherine Wolfe
	Title:	 	Managing Director
		
	By:	 	 /s/ Sandy Bertram

	Name:	 	Sandy Bertram
	Title:	 	Vice President









			
	 LASALLE BANK, NATIONAL ASSOCIATION,
 as a
Lender

		
	 By:
	 	 /s/ Adam F. Lutastanski

	 Name:
	 	Adam F. Lutastanski
	 Title:
	 	AVP









			
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as a Lender

		
	 By:
	 	 /s/ Dwayne L. Coker

	 Name:
	 	Dwayne L. Coker
	 Title:
	 	Duly Authorized Signatory









			
	 ING CAPITAL, LLC,
 as a
Lender

		
	By:	 	 /s/ Marcy Lyons

	Name:	 	Marcy Lyons
	Title:	 	Director









			
	 U.S. BANK, NATIONAL ASSOCIATION,
 as a
Lender

		
	By:	 	 /s/ Janet Jordan

	Name:	 	Janet E. Jordan
	Title:	 	Vice President









			
	 CORBANK, ACB,
 as a
Lender

		
	By:	 	 /s/ S. Richard Dill

	Name: 	 	S. Richard Dill
	Title:	 	Vice President









			
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Robert P. Reynolds

	Name:	 	Robert P. Reynolds
	Title:	 	Vice President & Senior Relationship Manager









			
	 CALYON NEW YORK BRANCH,
 as a
Lender

		
	By:	 	 /s/ F. Frank Herrera

	Name:	 	F. Frank Herrera
	Title:	 	Director
		
	By:	 	 /s/ Ronald G. Moore

	Name:	 	Ronald G. Moore
	Title:	 	Director









			
	FARM CREDIT SERVICES OF AMERICA, PCA, as a Lender
		
	By:	 	 /s/ Curt A. Brown

	Name:	 	Curt A. Brown
	Title:	 	Vice President









			
	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as a Lender
		
	By:	 	 /s/ Ben Mahlich

	Name:	 	Jeff Pavlik
	Title:	 	AVP/Lending Officer









			
	 NACM CLO I,
 as a Lender

		
	By:	 	 /s/ Joanna Willars

	Name:	 	Joanna Willars
	Title:	 	Authorized Signatory









			
	 BEAR STEARNS INVESTMENT PRODUCTS INC.,
 as a Lender

		
	 By:
	 	 /s/ Jonathan Weiss

	 Name:
	 	Jonathan Weiss
	 Title:
	 	Authorized Signatory









			
	 WB Loan Funding 1, LLC
 as a
Lender

		
	By:	 	 /s/ Diana M. Himes

	Name:	 	Diana M. Himes
	Title:	 	Associate









			
	 WB Loan Funding 5, LLC
 as a
Lender

		
	By:	 	 /s/ Diana M. Himes

	Name:	 	Diana M. Himes
	Title:	 	Associate









			
	Stanfield AZURE CLO, Ltd.
	By:	 	 Stanfield Capital Partners, LLC
 as its Collateral
Manager




			
	
	as a Lender
		
	By:	 	 /s/ Christopher E. Jansen

	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner









			
	Stanfield Vantage CLO, Ltd.
	 By:
	 	 Stanfield Capital Partners, LLC
 as its Asset
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Christopher E. Jansen

	 Name:
	 	Christopher E. Jansen
	 Title:
	 	Managing Partner









			
	Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund,
	 as a Lender

		
	 By:
	 	 /s/ John H. Costello

	 Name:
	 	John H. Costello
	 Title:
	 	Assistant Treasurer









			
	Fidelity Central Investments Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio,
	as a Lender
		
	 By:
	 	 /s/ John H. Costello

	 Name:
	 	John H. Costello
	 Title:
	 	Assistant Treasurer









			
	 Ballyrock CLO III Limited, By: Ballyrock Investment Advisors LLC, as Collateral Manager,
 as a Lender

		
	By:	 	 /s/ Lisa Rymut

	Name:	 	Lisa Rymut
	Title:	 	Assistant Treasurer









			
	Atlas Loan Funding (Navigator), LLC
	By:  Atlas Capital Funding, Ltd.
	By:  Structured Asset Investors, LLC
	Its Investment Manager
	as a Lender
		
	By:	 	 /s/ Diana M. Himes

	Name:	 	Diana M. Himes
	Title:	 	Associate









			
	ALZETTE EUROPEAN CLO S.A.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	AVALON CAPITAL LTD. 3
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Asset
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	BELHURST CLO LTD.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	CHAMPLAIN CLO LTD.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	as a Lender
		
	By:	 	 /s/ Thomas H.B. Ewald

	Name:	 	Thomas H.B. Ewald
	Title:	 	Authorized Signatory









			
	CHARTER VIEW PORTFOLIO
	By:	 	 INVESCO Senior Secured Management, Inc.
 as Investment
Advisor




			
	
	as a Lender
		
	By:	 	 /s/ Thomas H.B. Ewald

	Name:	 	Thomas H.B. Ewald
	Title:	 	Authorized Signatory









			
	DIVERSIFIED CREDIT PORTFOLIO LTD.
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Investment
Adviser




			
	
	as a Lender
		
	By:	 	 /s/ Thomas H.B. Ewald

	Name:	 	Thomas H.B. Ewald
	Title:	 	Authorized Signatory









			
	AIM FLOATING RATE FUND
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As
Sub-Adviser




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	INVESCO EUROPEAN CDO I S.A.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	KATONAH V, LTD.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Investment
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC
	By:	 	 INVESCO Senior Secured Management, Inc.,
 As Portfolio
Manager




			
	
	as a Lender
		
	By:	 	 /s/ Thomas H.B. Ewald

	Name:	 	Thomas H.B. Ewald
	Title:	 	Authorized Signatory









			
	SEQUILS-LIBERTY, LTD.
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	as a Lender
		
	By:	 	 /s/ Thomas H.B. Ewald

	Name:	 	Thomas H.B. Ewald
	Title:	 	Authorized Signatory









			
	MOSELLE CLO S.A.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	NAUTIQUE FUNDING LTD.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	PETRUSSE EUROPEAN CLO S.A.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	SAGAMORE CLO LTD.
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Collateral
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	SARATOGA CLO I, LIMITED
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As the Asset
Manager




			
	
	 as a Lender

		
	 By:
	 	 /s/ Thomas H.B. Ewald

	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory









			
	 BIRCHWOOD FUNDING LLC,
 as a
Lender

		
	By:	 	 /s/ Christina L. Ramseur

	Name:	 	Christina L. Ramseur
	Title:	 	Assistant Vice President









			
	 PACIFICA CDO IV, LTD.,
 as a
Lender

		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Associate









			
	 PACIFICA CDO V, LTD.,
 as a Lender

		
	 By:
	 	 /s/ Amy Adler

	 Name:
	 	Amy Adler
	 Title:
	 	Associate









			
	 PACIFICA CDO VI, LTD.,
 as a
Lender

		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Associate








 EXHIBIT A 
 Reaffirmation 
 Each of the undersigned hereby acknowledges receipt of a copy of Amendment
No. 1, dated as of May 16, 2006 (the “Amendment”), to the Credit Agreement, dated as of February 28, 2006, by and among Central Garden & Pet Company, a Delaware corporation (the “Company”),
the Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, as the administrative agent for the Lenders (the
“Administrative Agent”) (as modified by the Amendment, and as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used in
this Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. 
 Each of the undersigned, by its
signature below, hereby (a) acknowledges and consents to the execution and delivery of the Amendment by the parties thereto, (b) agrees that the Amendment and the transactions contemplated thereby shall not limit or diminish the
obligations of such Person arising under or pursuant to the Collateral Documents and the other Loan Documents to which it is a party, (c) reaffirms all of its obligations under the Loan Documents to which it is a party, (d) reaffirms all
Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Holders of Secured Obligations) pursuant to any of the Loan Documents, and (e) acknowledges and agrees that each Loan Document
executed by it remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in any Loan Document shall be a reference to the Credit Agreement as so modified by the Amendment and
as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified. The Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated therein) be construed, administered, and
applied, in accordance with all of the terms and provisions of the Credit Agreement. 
 Dated as of May 16, 2006 






 IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the date first written above.

  

			
	FARNAM COMPANIES, INC.
	FOUR PAWS PRODUCTS, LTD.
	KAYTEE PRODUCTS INCORPORATED
	PENNINGTON SEED, INC.
	T.F.H. PUBLICATIONS, INC.
	WELLMARK INTERNATIONAL
	ALL-GLASS AQUARIUM CO., INC.
	CEDAR WORKS LLC
	GRANT LABORATORIES, INC.
	GRO TEC, INC.
	GULFSTREAM HOME & GARDEN, INC.
	INTERPET USA, LLC
	MATTHEWS REDWOOD AND NURSERY SUPPLY, INC.
	NEW ENGLAND POTTERY, INC.
	NORCAL POTTERY PRODUCTS, INC.
	OCEANIC SYSTEMS, INC.
	PENNINGTON SEED, INC. OF NEBRASKA
	PETS INTERNATIONAL, LTD.
	PHAETON CORPORATION
	SEEDS WEST, INC.
	THOMPSON’S VETERINARY SUPPLIES, INC.
	
	For each of the foregoing entities
		
	By:	 	 /s/ Stuart W. Booth

	Name:	 	Stuart W. Booth
	Title:	 	Its Authorized Signatory