Amendment No. 4 to Credit Agreement - March 15, 2007


 Exhibit 10.4 
 AMENDMENT NO. 4 
 TO 
 CREDIT AGREEMENT 
 THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (the
“Amendment”) is made as of March 15, 2007 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. 
 WITNESSETH: 
 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 amended by Amendment No. 1 thereto dated as of May 16, 2006,
Amendment No. 2 thereto dated as of August 24, 2006, Amendment No. 3 thereto dated as of December 8, 2006 and 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 1.01 of the Credit Agreement is
hereby amended to add the following new definitions in the appropriate alphabetical locations: 
 “Receivables
Factoring Arrangement” has the meaning set forth in the defined term “Permitted Receivables Facility”. 
 “Receivables Securitization Facility” has the meaning set forth in the defined term “Permitted Receivables Facility”. 
 (b) Section 1.01 of the Credit Agreement is hereby amended to insert the words “, in the context of a Receivables Securitization Facility,” after the word “shall mean” in each of
the definitions of “Receivables Entity” and “Standard Securitization Undertakings”. 






 (c) The definitions of “Permitted Receivables Facility” and “Permitted
Receivables Facilities Assets” in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety as follows: 
 “Permitted Receivables Facility” shall mean a receivables facility or facilities created under Permitted Receivables Facility Documents, providing for: 
 (a) the sale or pledge by the Company and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets (thereby
providing financing to the Company and/or such Receivables Sellers) to the Receivables Entity (either directly or through another Receivables Seller), which in turn shall sell or pledge interests in the respective Permitted Receivables Facility
Assets to third-party investors pursuant to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue investor certificates, purchased interest certificates or other similar documentation evidencing interests in
the Permitted Receivables Facility Assets) in return for the cash used by the Receivables Entity to purchase the Permitted Receivables Facility Assets from the Company and/or the respective Receivables Sellers, in each case as more fully set forth
in the Permitted Receivables Facility Documents (a “Receivables Securitization Facility”); or 
 (b)
the sale by the Company and/or one or more Receivables Sellers of Permitted Receivables Facility Assets (thereby providing financing to the Company and/or such Receivables Sellers) to a third party (other than an Affiliate) pursuant to arrangements
under which such Permitted Receivables Facility Assets are factored on a non-recourse basis, as more fully set forth in the Permitted Receivables Facility Documents (a “Receivables Factoring Arrangement”); 
 provided, that (i) the maximum aggregate amount of Attributable Receivables Indebtedness permitted to be outstanding (and the actual amount
outstanding) under all Receivables Securitization Facilities and Receivables Factoring Arrangements shall not exceed $100,000,000 at any time, and (ii) the investors or financiers party to any Receivables Securitization Facility or Receivables
Factoring Arrangement shall have entered into an intercreditor agreement with the Administrative Agent, for itself and the Holders of Secured Obligations, in form and substance reasonably satisfactory to the Administrative Agent, providing for the
treatment of Liens on the Permitted Receivables Facility Assets. 
 “Permitted Receivables Facility
Assets” shall mean (i) Receivables (whether now existing or arising in the future) of the Company and its Subsidiaries which are transferred or pledged to the Receivables Entity, or transferred to a non-Affiliate third party, pursuant
to the Permitted Receivables Facility, and any related assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset 







 
securitization transactions or factoring arrangements involving receivables similar to Receivables and all proceeds and collections thereof, and
(ii) loans to the Company and its Subsidiaries secured by Receivables (whether now existing or arising in the future) of the Company and its Subsidiaries which are made pursuant to a Receivables Securitization Facility. 
 (d) Section 6.04(e) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 (e) investments made in connection with a Permitted Receivables Facility that is a Receivables Securitization Facility; 

(e) Clause (C) of Section 6.15(a) of the Credit Agreement is hereby amended and restated in its entirety and new clauses (D) and
(E) are hereby inserted therein as follows: 
 (C) 2.75 to 1.00 commencing with and for the fiscal quarter ending in
March 2007 through the fiscal quarter ending in June 2007; 
 (D) 3.00 to 1.00 commencing with and for the fiscal
quarter ending in September 2007 through the fiscal quarter ending in June 2008; and 
 (E) 3.25 to 1.00 commencing
with and for the fiscal quarter ending in September 2008 and for each fiscal quarter thereafter. 
 (f) Clauses (B), (C), (D) and
(E) of Section 6.15(b) of the Credit Agreement are hereby amended and restated in their entirety and new clauses (F) and (G) are hereby inserted therein as follows: 
 (B) 4.50 to 1.00 for the fiscal quarter ending in December 2006; 
 (C) 4.75 to 1.00 commencing with and for the fiscal quarter ending in March 2007 through the fiscal quarter ending in June 2007;

 (D) 4.25 to 1.00 commencing with and for the fiscal quarter ending in September 2007 through the fiscal quarter
ending in June 2008; 
 (E) 4.00 to 1.00 commencing with and for the fiscal quarter ending in September 2008 through
the fiscal quarter ending in June 2009; 
 (F) 3.75 to 1.00 for the fiscal quarter ending in September 2009; and

 (G) 3.50 to 1.00 commencing with and for the fiscal quarter ending in December 2009 and for each fiscal quarter
thereafter. 
 2. Conditions of Effectiveness. This Amendment shall become effective as of the date hereof if, and only if,
the Administrative Agent shall have received: (a) executed copies of this Amendment from the Company and the Required Lenders; (b) executed copies of 







 
the Reaffirmation attached hereto in the form of Exhibit A from the existing Subsidiary Guarantors; and (c) all fees agreed to be paid by the
Company in connection with this Amendment. 
 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. Fleischmann, Jr.

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









			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, the Issuing Bank, the Swingline Lender and a
Lender
		
	By:	 	 /s/ Clara Sohan

	Name:	 	Clara Sohan
	Title:	 	Vice President









			
	 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/ Leonardo Fernandez

	Name:	 	Leonardo Fernandez
	Title:	 	Executive Director
	
	 CIBC INC.,
 as a Lender

		
	By:	 	 /s/ Leonardo Fernandez

	Name:	 	Leonardo Fernandez
	Title:	 	Authorized Signatory
	
	 CANADIAN IMPERIAL BANK OF COMMERCE,
 as an
Issuing Bank with respect to the Existing Letters of Credit

		
	By:	 	 /s/ Leonardo Fernandez

	Name:	 	Leonardo Fernandez
	Title:	 	Authorized Signatory









			
	 SUNTRUST BANK,
 as an Issuing Bank with
respect to the Existing Letters of Credit, a Co-Documentation Agent and a Lender

		
	By:	 	 /s/ Susan M. Hall

	Name:	 	Susan M. Hall
	Title:	 	Managing Director









			
	 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:	 	Senior Vice President









			
	 HARRIS N.A.,
 as a
Lender

		
	By:	 	 /s/ Jennifer A. Wendrow

	Name:	 	Jennifer A. Wendrow
	Title:	 	Vice President









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

		
	By:	 	 /s/ Jana Dombrowski

	Name:	 	Jana Dombrowski
	Title:	 	Executive Director
		
	By:	 	 /s/ Rebecca O. Morrow

	Name:	 	Rebecca O. Morrow
	Title:	 	Executive Director









			
	 BNP PARIBAS,
 as a Lender

		
	By:	 	 /s/ Pierre-Nicholas Rogers

	Name:	 	Pierre-Nicholas Rogers
	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:	 	Vice President









			
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as a Lender

		
	By:	 	 /s/ Dwayne Coker

	Name:	 	Dwayne Coker
	Title:	 	Duly Authorized Signatory









			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a
Lender

		
	By:	 	 /s/ Tom Harper

	Name:	 	Tom Harper
	Title:	 	Managing Director









			
	 ING CAPITAL, LLC,
 as a Lender

		
	By:	 	 /s/ Lina A. Garcia

	Name:	 	Lina A. Garcia
	Title:	 	Vice President









			
	 US BANK NATIONAL ASSOCIATION
 as a
Lender

		
	By:	 	 /s/ Janet Jordan

	Name:	 	Janet Jordan
	Title:	 	Vice President









			
	 COBANK, 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/ David C. Hants

	Name:	 	David C. Hants
	Title:	 	Commercial Executive









			
	 CALYON NEW YORK BRANCH,
 as a
Lender

		
	By:	 	 /s/ Dianne M. Scott

	Name:	 	Dianne M. Scott
	Title:	 	Managing Director
		
	By:	 	 /s/ Richard Laborie

	Name:	 	Richard Laborie
	Title:	 	Director









			
	 FARM CREDIT SERVICES OF AMERICA, PCA,
 as a
Lender

		
	By:	 	 /s/ Steve L. Moore

	Name:	 	Steve L. Moore
	Title:	 	Vice-President









			
	 GREENSTONE FARM CREDIT SERVICES, ACA/FLCA,
 as a Lender

		
	By:	 	 /s/ Alfred S. Compton Jr.

	Name:	 	Alfred S. Compton Jr.
	Title:	 	Vice-President/Managing Director









			
	 IKB Capital Corporation
 as a
Lender

		
	By:	 	 /s/ David N. Snyder

	Name:	 	David N. Snyder
	Title:	 	President









			
	 DEL MAR CLO I, Ltd

	By:	 	 Caywood-Scholl Capital Management, LLC
 as Collateral Manager

		 	as a Lender
		
	By:	 	 /s/ Thomas W. Saake

	Name:	 	Thomas W. Saake
	Title:	 	Managing Director









			
	 NACM CLO 1,
 as a Lender

		
	By:	 	 /s/ Joanna Willars

	Name:	 	Joanna Willars
	Title:	 	Authorized Signatory









			
	 LightPoint CLO 2004-1, Ltd.
 Marquette
US/European CLO p.l.c.
 as a Lender

		
	By:	 	 /s/ Colin Donlan

	Name:	 	Colin Donlan
	Title:	 	Director









			
	 AGFIRST FARM CREDIT BANK,
 as a
Lender

		
	By:	 	 /s/ Steven J. O’Shea

	Name:	 	Steven J. O’Shea
	Title:	 	Vice President









			
	 PACIFICA CDO IV, LTD,
 as a
Lender

		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Vice President









			
	 PACIFICA CDO V, LTD,
 as a
Lender

		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Vice President









			
	 PACIFICA CDO VI, LTD,
 as a
Lender

		
	By:	 	 /s/ Amy Adler

	Name:	 	Amy Adler
	Title:	 	Vice President









			
	 ERSTE BANK,
 as a Lender

		
	By:	 	 /s/ Paul Judicke

	Name:	 	Paul Judicke
	Title:	 	Executive Director
		
	By:	 	 /s/ Brandon Meyerson

	Name:	 	Brandon Meyerson
	Title:	 	Director









			
	 De Meer Middle Market CLO 2006-1, Ltd.,
 as a
Lender

	
	De Meer Asset Management, a division of LaSalle Financial Services, Inc., as Collateral Manager
		
	By:	 	 /s/ Will S. Bloom

	Name:	 	Will S. Bloom
	Title:	 	Assistant Vice President









			
	QUALCOMM Global Trading, Inc.
	By:	 	Morgan Stanley Investment Management Inc.,
		 	as Investment Manager
	
	as a Lender
		
	By:	 	 /s/ Kevin Egan

	Name:	 	Kevin Egan
	Title:	 	Executive Director









			
	Morgan Stanley Investment Management Croton, Ltd.
	By:	 	Morgan Stanley Investment Management Inc
		 	as Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Kevin Egan

	Name:	 	Kevin Egan
	Title:	 	Executive Director









			
	Confluent 3 Limited
	By:	 	Morgan Stanley Investment Management Inc.
		 	as Investment Manager
	
	as a Lender
		
	By:	 	 /s/ Kevin Egan

	Name:	 	Kevin Egan
	Title:	 	Executive Director









			
	BANK OF MONTREAL
	BY	 	HIM MONEGY, INC., AS AGENT,
		 	as a Lender
		
	By:	 	 /s/ Jason Anderson

	Name:	 	Jason Anderson
	Title:	 	Associate:









			
	Atlas Loan Funding (CENT I) LLC
	By:	 	 RiverSource Investments, LLC
 Attorney in
Fact

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	
	Centurion CDO II, Ltd.
	By:	 	RiverSource Investments, LLC as Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	
	Centurion CDO III, Limited.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Centurion CDO VI, Ltd.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Centurion CDO VII, Ltd.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Centurion CDO 8, Limited.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Centurion CDO 9, Ltd.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Cent CDO 10, Ltd.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Cent CDO XI, Ltd.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Cent CDO 12, Limited.
	By:	 	 RiverSource Investments, LLC
 as Collateral Manager

	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	Sequils-Centurion V, Ltd.
	By:	 	RiverSource Investments, LLC as Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations:









			
	 RiverSource Bond Series, Inc.,
 RiverSrource
Floating Rate Fund

	as a Lender
		
	 By:
	 	 /s/ Robin C. Stancil

	 Name:
	 	Robin C. Stancil
	 Title:
	 	Director of Operations:









			
	Ameriprise Certificate Company
	By:	 	RiverSource Investments, LLC
		 	as Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Yvonne E. Stevens

	Name:	 	Yvonne E. Stevens
	Title:	 	Senior Managing Director









			
	IDS Life Insurance Company
	By:	 	RiverSource Investments, LLC
		 	as Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Yvonne E. Stevens

	Name:	 	Yvonne E. Stevens
	Title:	 	Senior Managing Director









			
	Humboldt Woods Segregated Portfolio
	By:	 	Tall Tree Investment Management, LLC
		 	as Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Michael J. Starshak Jr.

	Name:	 	Michael J. Starshak Jr.
	Title:	 	Officer









			
	Founders Grove CLO, Ltd.
	By:	 	Tall Tree Investment Management, LLC
		 	as Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Michael J. Starshak Jr.

	Name:	 	Michael J. Starshak Jr.
	Title:	 	Officer









			
	 BALLYROCK CLO 2006-2 LTD,
 BALLYROCK
Investment Advisors LLC,
 as Collateral Manager

	as a Lender
		
	By:	 	 /s/ Lisa Rymut

	Name:	 	Lisa Rymut
	Title:	 	Assistant Treasurer









			
	 FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC:
 FIDELITY FLOATING RATE CENTRAL
 INVESTMENT PORTFOLIO,

	as a Lender
		
	By:	 	 /s/ John Costello

	Name:	 	John Costello
	Title:	 	Assistant Treasurer









			
	 FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
 FLOATING RATE HIGH INCOME FUND,

	as a Lender
		
	By:	 	 /s/ John Costello

	Name:	 	John Costello
	Title:	 	Assistant Treasurer









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

	
	as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director









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

	
	as a Lender
		
	By:	 	 /s/ David Frey

	Name:	 	David Frey
	Title:	 	Managing Director









			
	SENIOR DEBT PORTFOLIO
	By:	 	Boston Management and Research as Investment Advisor
		 	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	EATON VANCE SENIOR INCOME TRUST
	BY:	 	EATON VANCE MANAGEMENT
	 	 	AS INVESTMENT ADVISOR
	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	EATON VANCE SENIOR LOAN FUND
	BY:	 	 EATON VANCE MANAGEMENT
 AS INVESTMENT
ADVISOR

	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	Eaton Vance CDO VIII, Ltd.
	By:	 	 Eaton Vance Management
 as Investment
Advisor

	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	Eaton Vance CDO IX Ltd.
	By:	 	 Eaton Vance Management
 as Investment
Advisor

	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	GRAYSON & CO
	BY:	 	 BOSTON MANAGEMENT AND RESEARCH
 AS
INVESTMENT ADVISOR

	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	 THE NORINCHUKIN BANK, NEW YORK BRANCH,
 through State Street Bank and Trust Company N.A.
 as Fiduciary
Custodian

	By:	 	Eaton Vance Management, Attorney-in-fact
	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	BIG SKY III SENIOR LOAN TRUST
	BY:	 	 EATON VANCE MANAGEMENT
 AS INVESTMENT
ADVISOR

	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	 EATON VANCE
 VT FLOATING-RATE INCOME
FUND

	BY:	 	 EATON VANCE MANAGEMENT
 AS INVESTMENT
ADVISOR

	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	EATON VANCE LIMITED DURATION INCOME FUND
	 BY:
	 	 EATON VANCE MANAGEMENT
 AS INVESTMENT
ADVISOR

	
	as a Lender
		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	Michael B. Botthof
	 Title:
	 	Vice President









			
	 EATON VANCE SENIOR
 FLOATING-RATE
TRUST

	BY:	 	 EATON VANCE MANAGEMENT
 AS INVESTMENT
ADVISOR

	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	EATON VANCE FLOATING-RATE INCOME TRUST
	BY:	 	EATON VANCE MANAGEMENT
		 	AS INVESTMENT ADVISOR
	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	Eaton Vance Variable Leverage Fund Ltd.
	By:	 	Eaton Vance Management
		 	As Investment Advisor
	
	as a Lender
		
	By:	 	 /s/ Michael B. Botthof

	Name:	 	Michael B. Botthof
	Title:	 	Vice President









			
	 General Electric Capital Corporation, as Administrator for,
 GE CFS Loan Holding 2006-2 LLC,

	
	as a Lender
		
	By:	 	 /s/ Dwayne Coker

	Name:	 	Dwayne Coker
	Title:	 	Duly Authorized Signatory









			
	 BlackRock Limited Duration Income Trust
 BlackRock Senior Income Series III
 Granite Finance Limited
 Magnetite Asset Investors III L.L.C.
 as a Lender

		
	By:	 	 /s/ [Illegible]

	Name:	 	
	Title:	 	









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









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

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









			
	WASATCH CLO LTD
	By:	 	 INVESCO Senior Secured Management, Inc.
 As the Asset
Manager

		
	By:	 	 /s/ Thomas Weald

	Name:	 	Thomas Weald
	Title:	 	Authorized Signatory









			
	Inwood Park CDO Ltd.
	By:	 	Blackstone Debt Advisors L.P.
		 	As Collateral Manager
	
	as a Lender
		
	By:	 	 /s/ Dean T. Criares

	Name:	 	Dean T. Criares
	Title:	 	Senior Managing Director









			
	Prospect Park CDO Ltd.
	By:	 	 Blackstone Debt Advisors L.P.
 As Collateral
Manager

	
	as a Lender
		
	By:	 	 /s/ Dean T. Criares

	Name:	 	Dean T. Criares
	Title:	 	Senior Managing Director









			
	Monument Park CDO Ltd.
	By:	 	 Blackstone Debt Advisors L.P.
 As Collateral
Manager

	
	as a Lender
		
	By:	 	 /s/ Dean T. Criares

	Name:	 	Dean T. Criares
	Title:	 	Senior Managing Director









			
	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:	 	Vice President









			
	FRANKLIN CLO V, LTD
	
	as a Lender
		
	By:	 	 /s/ David Ardini

	Name:	 	David Ardini
	Title:	 	Vice President









			
	BLUE SHIELD OF CALIFORNIA
	
	as a Lender
		
	By:	 	 /s/ David Ardini

	Name:	 	David Ardini
	Title:	 	Vice President









			
	 FRANKLIN FLOATING RATE
 DAILY ACCESS
FUND

	
	as a Lender
		
	By:	 	 /s/ Richard Hsu

	Name:	 	Richard Hsu
	Title:	 	Vice President









			
	Franklin Floating Rate Master Series
	
	as a Lender
		
	By:	 	 /s/ Richard Hsu

	Name:	 	Richard Hsu
	Title:	 	Vice President









			
	FRANKLIN TOTAL RETURN FUND
	
	as a Lender
		
	By:	 	 /s/ Richard Hsu

	Name:	 	Richard Hsu
	Title:	 	Vice President









			
	 FRANKLIN TEMPLETON
 LIM DURATION INCOME
TRUST

	
	as a Lender
		
	By:	 	 /s/ Richard Hsu

	Name:	 	Richard Hsu
	Title:	 	Vice President








 EXHIBIT A 
 Reaffirmation 
 Each of the undersigned hereby acknowledges receipt of a copy of Amendment No. 4, dated
as of March 15, 2007 (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 amended by Amendment No. 1 thereto dated as of May 16, 2006, Amendment No. 2 thereto dated as of August 24, 2006, Amendment No. 3 thereto dated as of December 8, 2006 and
further amended 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 March 15, 2007 






 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.
	INTERPRET USE, LLC
	MATTHEWS REDWOOD AND NURSERY SUPPLY, INC.
	NEW ENGLAND POTTERY, LLC
	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
		 	Its Authorized Signatory