AMENDMENT NO. 4 TO CREDIT AGREEMENT

EX-10.4 5 dex104.htm AMENDMENT NO. 4 TO CREDIT AGREEMENT - MARCH 15, 2007 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