Exhibit 10.28
April 27, 2004
CENTRAL GARDEN & PET COMPANY
0000 Xx. Xxxxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
Re: Amendment to Subordination Agreement dated as of October 29, 2003
(the "Agreement") by and between Central Garden & Pet Company
("Central Garden") and CapitalSource Finance, LLC (the "Agent")
Dear Xxxx:
Reference is hereby made to the Agreement. All capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Agreement, as applicable.
It is our understanding that Easy Gardener Products, Ltd. (the
"Borrower") desires to refinance certain indebtedness currently provided by
Foothill with indebtedness provided by LaSalle Business Credit, LLC which will
necessitate the amendment of the Agreement to correct certain references to
Foothill.
The Agreement is hereby amended by deleting the definition of
"Foothill Intercreditor Agreement" in its entirety and substituting in lieu
thereof the following:
"LaSalle Intercreditor Agreement" shall mean that certain
Subordination and Intercreditor Agreement dated as of April 27, 2004
by and between CS and LaSalle Business Credit, LLC in connection
with their loans to EGP.
This letter agreement, together with the agreements, documents and
instruments contemplated hereby, (a) constitute the entire understanding of the
parties with respect to the subject matter hereof and thereof, and any other
prior or contemporaneous agreements, whether written or oral, with respect
hereto or thereto are expressly superseded hereby and thereby, (b) shall be
governed by and construed in accordance with the laws of the State of New York,
and (c) shall be binding upon and inure to the benefit of the successors and
assigns of the parties hereto.
Please indicate your consent to the terms and conditions of this
letter agreement by signature of your authorized officer in the space indicated
below.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
-2-
Very truly yours,
CAPITALSOURCE FINANCE LLC,
as Agent and Lender
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: General Counsel
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ACKNOWLEDGED AND AGREED TO as of April 27, 2004.
CENTRAL GARDEN & PET COMPANY.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Director of Tax and Assistant Secretary
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