Amendment No. 2 to Credit Agreement - August 24, 2006


 Exhibit 10.2 
 AMENDMENT NO. 2 
 TO 
 CREDIT AGREEMENT 
 THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the
“Amendment”) is made as of August 24, 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 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 6.13 of the Credit Agreement is hereby amended to delete the reference to “$50,000,000” therein and substitute “$60,000,000” in lieu thereof. 
 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, 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/ 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/ Cedric Henley

	 Name:
	 	Cedric Henley
	 Title:
	 	Managing Director
	
	 CIBC, INC., as a Lender

		
	 By:
	 	 /s/ Cedric Henley

	 Name:
	 	Cedric 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 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









			
	 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/ Jennifer Wendrow

	 Name:
	 	Jennifer Wendrow
	 Title:
	 	Vice President









			
	 BNP PARIBAS,
 as a Lender

		
	 By:
	 	 /s/ Nicholas Rogers

	 Name:
	 	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:
	 	AVP









			
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as a Lender

		
	 By:
	 	 /s/ Bond Harberts

	 Name:
	 	Bond Harberts
	 Title:
	 	Duly Authorized Signatory









			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	 By:
	 	 /s/ Mark S. Supple

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









			
	 ING CAPITAL, LLC,
 as a Lender

		
	 By:
	 	 /s/ Marcy S. Lyons

	 Name:
	 	Marcy S. Lyons
	 Title:
	 	Director









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

		
	 By:
	 	 /s/ Janet Jordan

	 Name:
	 	Janet 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:
	 	First Vice President









			
	 CALYON NEW YORK BRANCH
 as a Lender

		
	 By:
	 	 /s/ F. Frank Herrera

	 Name:
	 	F. Frank Herrera
	 Title:
	 	Director
		
	 By:
	 	 /s/ Richard Laborie

	 Name:
	 	Richard Laborie
	 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/ Jeff Pavlik

	 Name:
	 	Jeff Pavlik
	 Title:
	 	AVP/Lending Officer









			
	 AGFIRST FARM CREDIT BANK,
 as a Lender

		
	 By:
	 	 /s/ Steven J. O’Shea

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









			
	 NACM CLO I,
 as a Lender

		
	 By:
	 	 /s/ Joanna Willars

	 Name:
	 	Joanna Willars
	 Title:
	 	Authorized Signatory









			
	 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 INSTITUTIONAL 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 VI 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 VII PLC

	 By:
	 	 Eaton Vance Management
 as Interim 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









			
	 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 NORTHCHUKIN 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









			
	 TOLLI & CO.

	 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 SHORT DURATION
 DIVERSIFIED 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 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









			
	 DE MEER MIDDLE MARKEY CLO 2006-1, LTD.,
 as a Lender

		
	 By:
	 	 /s/ Peter Melloni

	 Name:
	 	Peter Melloni
	 Title:
	 	Senior Vice President









			
	 BEAR STEARNS INVESTMENT PRODUCTS INC.,
 as a Lender

		
	 By:
	 	 /s/ John McDermott

	 Name:
	 	John McDermott
	 Title:
	 	Vice President









			
	 BIRCHWOOD FUNDING LLC,
 as a Lender

		
	 By:
	 	 /s/ Christina L. Ramseur

	 Name:
	 	Christina L. Ramseur
	 Title:
	 	Assistant Vice President









			
	 WB Loan Funding 1, LLC
 as a Lender

		
	 By:
	 	 /s/ Diana M. Himes

	 Name:
	 	Diana M. Himes
	 Title:
	 	Associate









			
	 WB Loan Funding 5, LLC

		
	 By:
	 	 /s/ Diana M. Himes

	 Name:
	 	Diana M. Himes
	 Title:
	 	Associate









			
	 WELLS CAPITAL MANAGEMENT ACCOUNT #18866500,
 as a Lender

		
	 By:
	 	 /s/ Phil Susser

	 Name:
	 	Phil Susser
	 Title:
	 	Authorized Signatory









			
	 WELLS CAPITAL MANAGEMENT ACCOUNT #16496500,
 as a Lender

		
	 By:
	 	 /s/ Phil Susser

	 Name:
	 	Phil Susser
	 Title:
	 	Authorized Signatory









			
	 Landmark VII CDO Limited
 By Aladdin Capital Management, LLC, as a Lender

		
	 By:
	 	 /s/ Thomas E. Bancroft

	 Name:
	 	Thomas E. Bancroft
	 Title:
	 	Authorized Signatory









			
	 BlackRock Global Floating Rate Income Trust
 BlackRock Limited Duration Income Trust
 BlackRock Senior Income Series III
 Blackrock Senior Loan Trust
 Granite Finance Limited
 Magnetite Asset Investors, L.L.C.
 Magnetite Asset Investors III L.L.C.
 Senior Loan Portfolio
 as Lenders

		
	By:	 	 /s/ Mark Williams

	Name:	 	Mark Williams
	Title:	 	Authorized Signatory









			
	 GENERAL ELECTRIC CAPITAL CORPORATION
 as Administrator for, GE CFS Loan Holding 2006-2 LLC

		
	By:	 	 /s/ Amanda van Heyst

	Name:	 	Amanda van Heyst
	Title:	 	Duly Authorized Signatory








 EXHIBIT A 
 Reaffirmation 
 Each of the undersigned hereby acknowledges receipt of a copy of Amendment
No. 2, dated as of August 24, 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 and 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 August 24, 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