Amendment No. 7 to the Credit Agreement


 Exhibit 10.2.7 
 EXECUTION COPY 
 AMENDMENT NO. 7 
 TO 
 CREDIT
AGREEMENT 
 THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (the “Amendment”) is made as of February 25,
2010 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, Amendment No. 2 thereto dated as of
August 24, 2006, Amendment No. 3 thereto dated as of December 8, 2006, Amendment No. 4 thereto dated as of March 15, 2007, Amendment No. 5 thereto dated as of August 27, 2007, Amendment No. 6 thereto dated as
of March 18, 2008 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 party hereto 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 definitions of “Senior Subordinated Note Indenture” and “Senior Subordinated Notes”
appearing in Section 1.01 are hereby amended and restated in their entirety as follows: 
 “Senior Subordinated Note Indenture” means (i) that certain Indenture, dated as of January 30, 2003, by and among the Company and certain of its Subsidiaries and Wells Fargo Bank, National Association, as
trustee thereunder and (ii) any other Indenture in respect of Subordinated Indebtedness expressly permitted by the terms of this Agreement, in each case, as the same may be amended, restated, supplemented, modified, extended, refinanced or
replaced from time to time to the extent permitted by, and in accordance with, the terms of this Agreement. 
 “Senior Subordinated Notes” means (i) the Company’s 9.125% Senior Subordinated Notes due 2013 issued pursuant to the Senior Subordinated Note Indenture in an aggregate principal amount of $150,000,000 and
(ii) any other subordinated notes issued pursuant to a Senior Note Indenture, in each case, as the same may be amended, restated, supplemented, modified, extended, refinanced or replaced from time to time to the extent permitted by, and in
accordance with, the terms of this Agreement. 






 (b) Section 6.08 of the Credit Agreement is hereby amended to
(i) redesignate clauses “(iv)”, “(v)” and “(vi)” thereof as “(v)”, “(vi)” and “(vii)”, respectively and (ii) insert a new clause (iv) therein as follows: 
 (iv) the foregoing shall not apply to restrictions and conditions contained in the Senior Subordinated Note Indenture in
respect of Senior Subordinated Notes to the extent such restrictions and conditions are (or are in form and substance identical in all material respects to those) set forth in the “Description of Notes – Certain Covenants” contained
in that certain prospectus supplement which was filed by the Company with the Securities and Exchange Commission on Form 424B5 on February 22, 2010 (with such changes thereto reasonably acceptable to the Administrative Agent); provided,
that at all times the Secured Obligations shall constitute “Senior Debt” and “Designated Senior Debt” permitted to be incurred under the Senior Subordinated Note Indenture and the Liens created pursuant to the Loan Documents
securing the Secured Obligations shall constitute permitted Liens thereunder, and such Liens shall not be required to be shared equally and ratably with the holders of any Senior Subordinated Notes, 
 (c) Section 6.12 of the Credit Agreement is hereby amended to restate the first two sentences thereof in their entirety as
follows: 
 The Company will not, and will not permit any Subsidiary to, directly or indirectly, declare,
pay, make or set aside any amount for payment in respect of Subordinated Indebtedness, except for (i) regularly scheduled payments of principal and interest at the non-default rate of interest (but no voluntary prepayments) in respect of such
Subordinated Indebtedness and indemnity obligations payable pursuant to the Subordinated Indebtedness Documents and (ii) in connection with refinancings of such Subordinated Indebtedness to the extent permitted by the express terms of
Section 6.01(b), in each case made in full compliance with any and all subordination provisions applicable to such Subordinated Indebtedness. The Company will not, and will not permit any Subsidiary to, directly or indirectly voluntarily
prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness from time to time outstanding under the Subordinated Indebtedness Documents other than in connection with
refinancings of such Subordinated Indebtedess to the extent permitted by the express terms of Section 6.01(b). 
 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 and expenses of the Administrative Agent (including, to the extent invoiced, attorneys’
fees and expenses) 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. 
  

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 (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. 
  

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 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. 
 ******* 
  

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 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/ STUART W. BOOTH

	Name:	 	Stuart W. Booth
	Title:	 	Chief Financial Officer and Secretary


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








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

	Name:	 	Alex Regin
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
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	BANK OF AMERICA, N.A.,
	as Syndication Agent and a Lender
		
	By:	 	 /s/ J. CASEY COSGROVE

	Name:	 	J. Casey Cosgrove
	Title:	 	Senior Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








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

	Name:	 	
	Title:	 	
	
	CIBC, INC., as a Lender
		
	By:	 	 /s/ E. ROCHE

	Name:	 	E. Roche
	Title:	 	Executive Director
	
	CANADIAN IMPERIAL BANK OF COMMERCE, as an Issuing Bank with respect to the Existing Letters of Credit
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Signature Page to Amendment No. 7 
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	SUNTRUST BANK, as an Issuing Bank with respect to the Existing Letters of Credit, a
Co-Documentation Agent and a Lender
		
	By:	 	 /s/ E. DONALD BESCH, JR.

	Name:	 	E. Donald Besch, Jr.
	Title:	 	Managing Director


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








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

	Name:	 	Eric Stern
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
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	WELLS FARGO BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ MARGARITA CHICHIOCO

	Name:	 	Margarita Chichioco
	Title:	 	Senior Vice President


  

 Signature Page to Amendment No. 7 
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	HARRIS N.A.,
	as a Lender
		
	By:	 	 /s/ MICHAEL D. PINCUS

	Name:	 	Michael D. Pincus
	Title:	 	Managing Director


  

 Signature Page to Amendment No. 7 
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	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	BNP PARIBAS,
	as a Lender
		
	By:	 	 /s/ JAMIE DILLON

	Name:	 	Jamie Dillon
	Title:	 	Managing Director
		
	By:	 	 /s/ MARY-ANN WONG

	Name:	 	Mary-Ann Wong
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	LASALLE BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Signature Page to Amendment No. 7 
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	GENERAL ELECTRIC CAPITAL CORPORATION,
	as a Lender
		
	By:	 	 /s/ MARIE MOLLO

	Name:	 	Marie Mollo
	Title:	 	Duly Authorized Signatory


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	WACHOVIA BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ MARGARITA A. CHICHIOCO

	Name:	 	Margarita A. Chichioco
	Title:	 	Senior Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	ING CAPITAL, LLC,
	as a Lender
		
	By:	 	  

	 
	Name:	 	
	 Title:
	 	
	 
	 


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	U.S. BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ KURBAN H. MERCHANT

	Name:	 	Kurban H. Merchant
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	COBANK, ACB,
	as a Lender
		
	By:	 	 /s/ HAL NELSON

	Name:	 	Hal Nelson
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	HSBC BANK USA, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	CALYON NEW YORK BRANCH,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








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

	Name:	 	Curt A. Brown
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA,
	as a Lender
		
	By:	 	 /s/ ALFRED S. COMPTON, JR.

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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT
	 BANK f/k/a Calyon (New York Branch),
 as a Lender

		
	By:	 	 /s/ DAVID CAGLE

	Name:	 	David Cagle
	Title:	 	Managing Director
		
	By:	 	 /s/ BRIAN MYERS

	Name:	 	Brian Myers
	Title:	 	Managing Director


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	AGFIRST FARM CREDIT BANK,
	as a Lender
		
	By:	 	 /s/ STEVEN J. O’SHEA

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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	ERSTE GROUP BANK AG,
	as a Lender
		
	By:	 	 /s/ PAUL JUDICKE

	Name:	 	Paul Judicke
	Title:	 	Director
		
	By:	 	 /s/ BRYAN LYNCH

	Name:	 	Bryan Lynch
	Title:	 	Executive Director


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	EATON VANCE LOAN OPPORTUNITIES FUND, LTD.
	 BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
 as a Lender

		
	By:	 	 /s/ MICHAEL B. BOTTHOF

	Name:	 	Michael B. Botthof
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	EATON VANCE CREDIT OPPORTUNITIES FUND
	 BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
 as a Lender

		
	By:	 	 /s/ MICHAEL B. BOTTHOF

	Name:	 	Michael B. Botthof
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	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


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	BLUE SHIELD OF CALIFORNIA
	as a Lender
		
	By:	 	 /s/ DAVID ARDINI

	Name:	 	David Ardini
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	FRANKLIN CLO V, LIMITED,
	as a Lender
		
	By:	 	 /s/ DAVID ARDINI

	Name:	 	David Ardini, Franklin Advisers, Inc.
		 	    as Collateral Manager
	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	FRANKLIN CLO VI, LIMITED,
	as a Lender
		
	By:	 	 /s/ DAVID ARDINI

	Name:	 	 David Ardini, Franklin Advisers, Inc.
     as Collateral Manager

	Title:	 	Vice President


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 








			
	BLACKROCK LIMITED DURATION INCOME TRUST
	BLACKROCK SENIOR INCOME SERIES LIMITED
as a Lender
		
	By:	 	 /s/ ZACHARY ALPERN

	Name:	 	Zachary Alpern
	Title:	 	Authorized Signatory


  

 Signature Page to Amendment No. 7 
 to Central Garden & Pet Company Credit Agreement 







 EXHIBIT A 
 Reaffirmation 
 Each of the undersigned hereby
acknowledges receipt of a copy of Amendment No. 7, dated as of February 25, 2010 (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, Amendment No. 4 thereto dated as of March 15, 2007, Amendment No. 5 thereto dated as of August 27, 2007, Amendment No. 6 thereto dated as of March 18, 2008
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 February 25, 2010 






 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, 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.
	B2E CORPORATION
	B2E BIOTECH, LLC
	MATSON, LLC
	
	For each of the foregoing entities
		
	By:	 	 /s/ STUART W. BOOTH

	Name:	 	 Stuart W. Booth
 Its
Authorized Signatory



  

 Signature Page to Reaffirmation