Amendment No. 3 to Credit Agreement - December 8, 2006


 Exhibit 10.3 
 AMENDMENT NO. 3 
 TO 
 CREDIT AGREEMENT 
 THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (the
“Amendment”) is made as of December 8, 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 amended by Amendment No. 1 thereto dated as of May 16, 2006 and
further amended by Amendment No. 2 thereto dated as of August 24, 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) The signatories agree that the purchase price paid or
payable by the Company or its Subsidiaries in connection with the Farnam Acquisition shall not be deemed to exceed $300,000,000 as a result of any related assumption of liabilities otherwise causing such excess. 
 (b) A new Section 9.14 is hereby added to the Credit Agreement immediately following Section 9.13 as follows: 
 SECTION 9.14 Confirmation of Co-Obligors. Each of the Subsidiary Guarantors hereby enters into this Agreement in order to ratify
and affirm its obligations under the Subsidiary Guaranty that such Subsidiary Guarantor is a co-obligor, jointly and severally with the Borrowers and the other Subsidiary Guarantors, with respect to the full and punctual payment and performance when
due (whether at stated maturity, upon 







 
acceleration or otherwise) of the Secured obligations, including, without limitation, (i) the principal of and interest on each Loan made to any
Borrower pursuant to this Agreement, (ii) obligations owing under or in connection with Letters of Credit, (iii) all other amounts payable by any Borrower under this Agreement and the other Loan Documents, including, without limitation,
all obligations under any Swap Agreement, and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the
Loan Documents. Upon the failure by any Borrower or any other guarantor, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Subsidiary Guarantors agrees
that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in this Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Subsidiary
Guarantors hereby agrees that its obligations as a co-obligor is absolute and irrevocable. 
 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, each of the Subsidiary Guarantors as of the date hereof 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. Fleischmann, Jr.

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









			
	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 USA, 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









			
	 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/ Hugh E. Brown

	Name:	 	Hugh E. Brown
	Title:	 	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/ Marina Kremer

	Name:	 	Marina Kremer
	Title:	 	Vice President
		
	By:	 	 /s/ Rebecca O. Morrow

	Name:	 	Rebecca O. Morrow
	Title:	 	Executive 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:	 	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/ Mark Supple

	Name:	 	Mark Supple
	Title:	 	Director









			
	 ING CAPITAL, LLC,
 as a
Lender

		
	By:	 	 /s/ Marcy Lyons

	Name:	 	Marcy Lyons
	Title:	 	Director









			
	 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/ Robert P. Reynolds

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









			
	 CALYON NEW YORK BRANCH,
 as a
Lender

		
	By:	 	 /s/ F. Frank Herrara

	Name:	 	F. Frank Herrara
	Title:	 	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/ Jeff Pavlik

	Name:	 	Jeff Pavlik
	Title:	 	AVP/Lending Officer









			
	 AGFIRST FARM CREDIT BANK,
 as a
Lender

		
	By:	 	 /s/ Curtis D. Carlson

	Name:	 	Curtis D. Carlson
	Title:	 	Vice President









			
	 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









			
	 WELLS CAPITAL MANAGEMENT 16496500
 as a
Lender

		
	By:	 	 /s/ Christopher Lee

	Name:	 	Christopher Lee
	Title:	 	Senior Analyst









			
	 WELLS CAPITAL MANAGEMENT 18866500,
 as a
Lender

		
	By:	 	 /s/ Christopher Lee

	Name:	 	Christopher Lee
	Title:	 	Senior Analyst









			
	 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









			
	 NACM CLO I,
 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









			
	 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









			
	 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








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