AMENDMENT NO. 2 TO CREDIT AGREEMENT

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/ Xxxxx X. Xxxxxxxxxx, Xx.
Name:		Xxxxx X. Xxxxxxxxxxx, Xx.
Title:		Vice President and Treasurer

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and Administrative Agent, the Issuing Bank, the Swingline Lender and a Lender
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President

BANK OF AMERICA, N.A., as Syndication Agent and a Lender
By:		/s/ J. Xxxxx Xxxxxxxx
Name:		J. Xxxxx Xxxxxxxx
Title:		Vice President

CIBC WORLD MARKETS CORP., as a Co-Documentation Agent
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director
CIBC, INC., as a Lender
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Managing Director
CANADIAN IMPERIAL BANK OF COMMERCE, as an Issuing Bank with respect to the Existing Letters of Credit
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
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/ Xxxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxxxx, Xx.
Title:		Vice President

XXXXX FARGO BANK, N.A., as a Lender
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Vice President

XXXXXX, X.X., as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Vice President

BNP PARIBAS, as a Lender
By:		/s/ Xxxxxxxx Xxxxxx
Name:		Xxxxxxxx Xxxxxx
Title:		Managing Director
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Vice President

LASALLE BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxx X. Lutastanski
Name:		Xxxx X. Lutastanski
Title:		AVP

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By:		/s/ Bond Xxxxxxxx
Name:		Bond Xxxxxxxx
Title:		Duly Authorized Signatory

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Vice President and Director

ING CAPITAL, LLC, as a Lender
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Director

U.S. BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President

CORBANK, ACB, as a Lender
By:		/s/ S. Xxxxxxx Xxxx
Name:		S. Xxxxxxx Xxxx
Title:		Vice President

HSBC BANK USA, NATIONAL ASSOCIATION as a Lender
By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		First Vice President

CALYON NEW YORK BRANCH as a Lender
By:		/s/ F. Xxxxx Xxxxxxx
Name:		F. Xxxxx Xxxxxxx
Title:		Director
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Director

FARM CREDIT SERVICES OF AMERICA, PCA, as a Lender
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as a Lender
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		AVP/Lending Officer

AGFIRST FARM CREDIT BANK, as a Lender
By:		/s/ Xxxxxx X. X’Xxxx
Name:		Xxxxxx X. X’Xxxx
Title:		Vice President

NACM CLO I, as a Lender
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Signatory

SENIOR DEBT PORTFOLIO
By:		Boston Management and Research as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX SENIOR INCOME TRUST
By:		XXXXX XXXXX MANAGEMENT as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By:		XXXXX XXXXX MANAGEMENT as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX CDO VI LTD.
By:		XXXXX XXXXX MANAGEMENT as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

Xxxxx Xxxxx CDO VII PLC
By:		Xxxxx Xxxxx Management as Interim Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

Xxxxx Xxxxx CDO VIII, Ltd.
By:		Xxxxx Xxxxx Management as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXXXX & CO
By:		BOSTON MANAGEMENT AND RESEARCH as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

THE NORTHCHUKIN BANK, NEW YORK BRANCH through State Street Bank and Trust Company, N.A. as Fiduciary Custodian
By:		Xxxxx Xxxxx Management, Attorney-in-fact
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

BIG SKY III SENIOR LOAN TRUST
BY:		XXXXX XXXXX MANAGEMENT as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX VT FLOATING-RATE INCOME FUND
By:		XXXXX XXXXX MANAGEMENT as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX LIMITED DURATION INCOME FUND
By:		XXXXX XXXXX MANAGEMENT as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

TOLLI & CO.
By:		Xxxxx Xxxxx Management as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX SENIOR FLOATING-RATE TRUST
By:		Xxxxx Xxxxx Management as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX FLOATING-RATE INCOME TRUST
By:		Xxxxx Xxxxx Management as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND
By:		Xxxxx Xxxxx Management as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX VARIABLE Leverage Fund Ltd.
By:		Xxxxx Xxxxx Management as Investment Advisor
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

DE MEER MIDDLE XXXXXX CLO 2006-1, LTD., as a Lender
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Senior Vice President

BEAR XXXXXXX INVESTMENT PRODUCTS INC., as a Lender
By:		/s/ Xxxx XxXxxxxxx
Name:		Xxxx XxXxxxxxx
Title:		Vice President

BIRCHWOOD FUNDING LLC, as a Lender
By:		/s/ Xxxxxxxxx X. Xxxxxxx
Name:		Xxxxxxxxx X. Xxxxxxx
Title:		Assistant Vice President

WB Loan Funding 1, LLC as a Lender
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Associate

WB Loan Funding 5, LLC
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Associate

XXXXX CAPITAL MANAGEMENT ACCOUNT #00000000, as a Lender
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Authorized Signatory

XXXXX CAPITAL MANAGEMENT ACCOUNT #00000000, as a Lender
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Authorized Signatory

Landmark VII CDO Limited By Aladdin Capital Management, LLC, as a Lender
By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
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/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Authorized Signatory

GENERAL ELECTRIC CAPITAL CORPORATION as Administrator for, GE CFS Loan Holding 2006-2 LLC
By:		/s/ Xxxxxx xxx Xxxxx
Name:		Xxxxxx xxx Xxxxx
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 XXXXXXXXXX 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 XXXXXXXX REDWOOD AND NURSERY SUPPLY, INC. NEW ENGLAND POTTERY, INC. NORCAL POTTERY PRODUCTS, INC. OCEANIC SYSTEMS, INC. XXXXXXXXXX SEED, INC. OF NEBRASKA PETS INTERNATIONAL, LTD. PHAETON CORPORATION SEEDS WEST, INC. XXXXXXXX’X VETERINARY SUPPLIES, INC.
For each of the foregoing entities
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Its Authorized Signatory