AMENDMENT NO. 2 TO CREDIT AGREEMENT

EX-10.2 3 dex102.htm AMENDMENT NO. 2 TO CREDIT AGREEMENT - AUGUST 24, 2006 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