I. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERSAgreement and Plan of Reorganization • March 11th, 1998 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • Georgia
EXHIBIT 1.2 STOCK PURCHASE AGREEMENT Dated as of December 5, 1997Stock Purchase Agreement • January 16th, 1998 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • Delaware
INDENTURECentral Garden & Pet Company • March 14th, 2003 • Wholesale-miscellaneous nondurable goods • New York
a Delaware corporation) 5,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2018 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
among CENTRAL GARDEN & PET COMPANY, as Borrower, THE LENDERS LISTED HEREIN, as Lenders,Credit Agreement • August 8th, 2003 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2003 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of November 15, 1996, by and among Central Garden & Pet Company, a Delaware corporation (the "Company"), Alex. Brown & Sons...Registration Rights Agreement • February 11th, 1997 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2012 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
This REGISTRATION RIGHTS AGREEMENT dated February 13, 2012 (this “Agreement”) is entered into by and among Central Garden & Pet Company, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. (the “Initial Purchasers”).
CENTRAL GARDEN & PET COMPANY 4.125% Senior Notes due 2030 Underwriting AgreementCentral Garden & Pet Co • October 6th, 2020 • Wholesale-miscellaneous nondurable goods • New York
The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed
CREDIT AGREEMENT dated as of February 28, 2006 among CENTRAL GARDEN & PET COMPANY, The Subsidiary Borrowers from Time to Time Party Hereto The Lenders from Time to Time Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent...Credit Agreement • March 2nd, 2006 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
CREDIT AGREEMENT dated as of February 28, 2006 among CENTRAL GARDEN & PET COMPANY, the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, BANK OF AMERICA, N.A., as Syndication Agent, and CIBC WORLD MARKETS CORP., SUNTRUST BANK and UNION BANK OF CALIFORNIA, N.A., as Co-Documentation Agents, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
CENTRAL GARDEN & PET COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.125% SENIOR NOTES DUE 2028 SEVENTH SUPPLEMENTAL INDENTURE DATED AS OF December 14, 2017Central Garden & Pet Co • December 14th, 2017 • Wholesale-miscellaneous nondurable goods • New York
This SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 14, 2017 (this “Seventh Supplemental Indenture”), is by and among Central Garden & Pet Company, a Delaware corporation (such corporation and any successor as defined in the Base Indenture (as defined below), the “Company”), the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
Exhibit 99.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 11th, 1998 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of February 3, 1997, among NOVARTIS INC., a company organized under the laws of Switzerland (the "Seller"), as successor by merger to Sandoz Ltd., a company organized under ------ the laws of...Asset Purchase Agreement • May 30th, 1997 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • New York
Central Garden & Pet Company Common Stock UNDERWRITING AGREEMENT dated March 3, 2006 Banc of America Securities LLCUnderwriting Agreement • March 8th, 2006 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
May 12, 2000Central Garden & Pet Company • August 4th, 2000 • Wholesale-miscellaneous nondurable goods • California
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2023, by and among CENTRAL GARDEN & PET COMPANY, a Delaware corporation (“Borrower Representative”), each of the other Borrowers party hereto, the Guarantors party hereto (the Borrower Representative, the other Borrowers and the Guarantors, collectively, the “Credit Parties”), the Lenders party hereto, and TRUIST BANK, as the administrative agent for itself and on behalf of the Lenders (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 25, 2010 among CENTRAL GARDEN & PET COMPANY, The Subsidiary Borrowers from Time to Time Party Hereto The Lenders from Time to Time Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as...Credit Agreement • July 1st, 2010 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of June 25, 2010 among CENTRAL GARDEN & PET COMPANY, the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, SUNTRUST BANK, as Syndication Agent, BANK OF THE WEST and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2012 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 2 day of April, 2012 is entered into by Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Steven R. LaMonte (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 10th, 2015 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2019 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 8th, 2013 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • California
This Consulting Services Agreement (“Agreement”) is made and entered as of March 7, 2013, by and between Central Garden & Pet Company, a Delaware corporation (“Company”) and Frank Palantoni (“Consultant”).
CENTRAL GARDEN & PET COMPANY SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 11th, 2004 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 12, 2004 between CENTRAL GARDEN & PET COMPANY, a Delaware corporation (“Borrower”) and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent for Lenders (“Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of May 14, 2003, as amended by the First Amendment to Credit Agreement dated as of October 27, 2003 (the “Credit Agreement”), by and among Borrower, the financial institutions listed therein as Lenders, the Co-Syndication Agents named therein, and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
Corporate Office Walnut Creek, CA 94597 Fax (925) 287-0601Central Garden & Pet Co • February 7th, 2013 • Wholesale-miscellaneous nondurable goods • Georgia
RE: Modification and Extension of February 27, 1998 Employment Agreement and Non-Competition Agreement, as amended June 2, 2003, April 10, 2006 and July 1, 2008 (this “Amendment”)
CENTRAL GARDEN & PET COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.125% SENIOR NOTES DUE 2030 ELEVENTH SUPPLEMENTAL INDENTURE DATED AS OF October 16, 2020Eleventh Supplemental Indenture • October 16th, 2020 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
This ELEVENTH SUPPLEMENTAL INDENTURE, dated as of October 16, 2020 (this “Eleventh Supplemental Indenture”), is by and among Central Garden & Pet Company, a Delaware corporation (such corporation and any successor as defined in the Base Indenture (as defined below), the “Company”), the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2015 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2015, by and among CENTRAL GARDEN & PET COMPANY, a Delaware corporation (“Borrower Representative”), each of the other Borrowers party hereto (the Borrower Representative and the other Borrowers, collectively, the “Credit Parties”), the Lenders party hereto, and SUNTRUST BANK, as the administrative agent for itself and on behalf of the Lenders (in such capacity, the “Administrative Agent”).
EXHIBIT 10.20 EMPLOYMENT AGREEMENT --------------------Employment Agreement • January 20th, 1999 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • Georgia
CENTRAL GARDEN & PET COMPANY PERFORMANCE UNIT AGREEMENTEquity Incentive Plan • February 9th, 2022 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • Delaware
THIS AGREEMENT is made as of this day of , 20 , between Central Garden & Pet Company, a Delaware corporation (the “Company”) and (the “Employee”). The Company hereby awards to Employee Performance Units under the Company’s 2003 Omnibus Equity Incentive Plan (as amended and restated from time to time, the “Plan”). Each Performance Unit awarded under this Performance Unit Agreement (the “Agreement”) consist of the right to receive one (1) share of Class A common stock of the Company (a “Share” or the “Shares”). The Grant Date is the date of this Agreement (the “Grant Date”). Subject to the provisions of Appendix A of this Agreement (“Appendix A”) (attached) and of the Plan, the principal features of this award are as follows:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 12th, 2002 • Central Garden & Pet Company • Wholesale-miscellaneous nondurable goods • California
AMENDMENT NO. 1, dated as of July 12, 2002, entered into by and among Congress Financial Corporation (Western), a California corporation (“Lender”), Central Garden & Pet Company, a Delaware corporation (“CG&Pet”), Matthews Redwood and Nursery Supply, Inc., a California corporation (“Matthews”), Four Paws Products, Ltd., a New York corporation (“Four Paws”), Kaytee Products Incorporated, a Wisconsin corporation (“Kaytee”), T.F.H. Publications, Inc., a Delaware corporation (“T.F.H.”), Norcal Pottery Products, Inc., a California corporation (“Norcal”) and Wellmark International, a California corporation (“Wellmark”, and together with CG&Pet, Matthews, Four Paws, Kaytee, Norcal, T.F.H., individually, each a “Borrower” and collectively, “Borrowers”).
TWELFTH SUPPLEMENTAL INDENTURETwelfth Supplemental Indenture • May 6th, 2021 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated effective as of March 10, 2021, by P & M Solutions, LLC, a Georgia limited liability company (the “Subsidiary Guarantor”), a direct subsidiary of Central Garden & Pet Company, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
Paul Verbinnen/Debbie Miller Sard Verbinnen & Co. (212) 687-8080 CENTRAL GARDEN & PET WELCOMES MONSANTO AGREEMENT WITH SCOTTS LAFAYETTE, CALIFORNIA, June 26, 1998 -- Central Garden & Pet Company (NASDAQ:CENT) -- master agent/distributor for Solaris...Central Garden & Pet Company • June 30th, 1998 • Wholesale-miscellaneous nondurable goods
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • August 2nd, 2019 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated effective as of June 29, 2019, by C & S Products Co., Inc., an Iowa corporation (the “Subsidiary Guarantor”), a direct subsidiary of Central Garden & Pet Company, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
To: Sonny PenningtonCentral Garden & Pet Co • November 29th, 2017 • Wholesale-miscellaneous nondurable goods • Georgia
RE: Modification and Extension of February 27, 1998 Employment Agreement and Non‑Competition Agreement, as amended June 2, 2003, April 10, 2006, July 1, 2008, March 30, 2012 and March 1, 2014 (this "Amendment")
SECOND SUPPLEMENTAL INDENTURE AND GUARANTEESupplemental Indenture and Guarantee • August 8th, 2024 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York
This Second Supplemental Indenture and Guarantee, dated as of February 7, 2024 (this “Supplemental Indenture” or “Guarantee”), among (i) BRP Hold Nightingale, LLC, a Delaware limited liability company, (ii) BRP Hold Ox, LLC, a Delaware limited liability company, and (iii) TDBBS, LLC, a Delaware limited liability company (each of (i)-(iii), each, a “New Guarantor” and, collectively, the “New Guarantors) and Central Garden & Pet Company (together with its successors and assigns, the “Company”) and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee, paying agent and registrar under such Indenture.
CENTRAL GARDEN & PET COMPANY NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 3rd, 2005 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods
ContractCentral Garden & Pet Co • May 5th, 2022 • Wholesale-miscellaneous nondurable goods • Georgia
TO: Sonny Pennington FROM: George Yuhas DATE: March 1, 2022 RE: Modification and Extension of February 27, 1998 Employment Agreement and Non-Competition Agreement, as amended June 2, 2003, April 10, 2006, July 1, 2008, March 30, 2012, March 1, 2014, and March 1, 2016, and March 1, 2018 and March 1, 2020 (this "Amendment")
