Common use of TERMINATION; AUTOMATIC RENEWAL Clause in Contracts

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30, 2006 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; (B) BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN (15) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies are obtaining new financing from another lender, the Companies shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 301, 2006 2010 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies (x) Borrower shall deliver to Agent Lender a release in the form attached as Schedule 10 hereto and Lenders made a release, in form and substance satisfactory to Agentpart hereof, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account; and (y) Lender shall execute and deliver to Borrower releases and terminations of all liens and security interests granted hereunder. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrower prepays all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwisethis Agreement is terminated, Borrower agrees shall not be required to pay to Agent, for the benefit of Lenders, as Lender a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30JULY 31, 2006 2018 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER . UPON TERMINATION OF THIS AGREEMENT BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and its Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to such Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER JUNE 30, 2006 2011 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and its Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s 's indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to such Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers jointly and severally agree to pay to Agent, for the benefit of the Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.51%) of the Maximum Loan Limit if such prepayment occurs less than two on or before June 30, 2009 and (2ii) years prior to the end one-half of one percent (1/2%) of the Original Term Maximum Loan Limit if such prepayment occurs subsequent to June 30, 2009 but on or during any then current Renewal Term (providedbefore June 30, however2010. Notwithstanding the foregoing, that such portion of the no prepayment fee shall be equal to $0 if required in the event that such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Companyoccurs after June 30, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)2010.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30DECEMBER ___, 2006 2004 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) LENDER NOTIFIES BORROWER, IN THE DUE DATE SOLE AND ABSOLUTE DISCRETION OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; LENDER, NOT LESS THAN SEVENTY-FIVE (B) BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN (1575) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERMTERM THAT NO RENEWAL TERMS (OR NO ADDITIONAL RENEWAL TERMS, IN WHICH CASE BORROWER SHALL PAY ALL AS APPLICABLE) WILL BE ELECTED BY LENDER; (B) THE DUE DATE OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMIS ACCELERATED PURSUANT TO SECTION 16 HEREOF ---------- OR BY ANY OTHER LEGAL MEANS; OR (C) ANY LENDER BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF DURING THE ORIGINAL TERM OR DURING ANY RENEWAL TERM BY GIVING BORROWER LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY NINETY (90) DAYS PRIOR TO THE DATE SUCH TERMINATION IS TO BE EFFECTIVE (OR PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE IF BORROWER SHALL PAY DESIRES TO TERMINATE AT THE END OF SUCH ORIGINAL TERM OR RENEWAL TERM) AND BY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST NINETIETH (90TH) DAY OF FOLLOWING SUCH TERMNOTICE, INCLUDING WITHOUT LIMITATION ANY PREPAYMENT FEE DUE HEREUNDER. If the term of this Agreement expires or if one or more of the events specified in clauses (Aa), (Bb) or and (Cc) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrower prepays all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrower's business and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwisethis Agreement is terminated, Borrower agrees to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 one percent (provided, however, that such portion 1%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, Original Term and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the Term. No prepayment fee shall be equal due for a termination during a Renewal Term. In the event and to $0 if such the extent of a prepayment hereunder resulting from and occurring within three (x3) days after an initial public offering or private placement of Borrower's stock, no prepayment fee will be due hereunder. In the event Borrower completes an acquisition requiring a material change to the Lender's commitment level hereunder and/or the structure of this Agreement and Lender is funded with proceeds from unwilling or unable to provide the acquisition changes to the Lender's commitment level hereunder and/or the structural changes required after sufficient due diligence, negotiation and documentation in an effort to so modify the Lender's commitment level and/or structure of this Agreement, no prepayment fee will be due hereunder provided, that, the Borrower by Central Garden & Pet Companyactually closes a financing -------- ---- transaction with another lender within ninety (90) days of Lender's notice to Borrower that Lender is unwilling or unable to modify its commitment level hereunder and/or the structure of this Agreement to accommodate the acquisition, and (y) either LaSalle provided that such replacement financing is actually on substantially the terms and conditions that Lender was unwilling or LaSalle Bank is a lender unable to Central Garden & Pet Company at such time)offer.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30JANUARY 28, 2006 2008 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) LENDER ELECTS NOT TO RENEW THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (BC) A BORROWER ELECTS NOT TO TERMINATE RENEW THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM AND BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall, and US Borrower shall cause each other Company to, deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each such Borrower and such Company, and if such Borrower and/or the Companies are or such Company is obtaining new financing from another lender, the Companies Borrowers shall deliver such lender’s indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to such Borrower’s or such Company’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s or such Company’s account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrowers’ business and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers agree to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 two percent (provided, however, that such portion 2%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plusOriginal Term, (ii) an amount equal to one-half of one percent (0.51%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term, or (iii) one-half of one percent (0.50%) of the Maximum Loan Limit if such prepayment occurs less than one (1) year prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Term.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30MARCH 14, 2006 2008 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) AGENT, AT THE REQUEST OF THE REQUISITE LENDERS, ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER REPRESENTATIVE WRITTEN NOTICE OF SUCH ELECTION AT LEAST NINETY (90) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (BC) BORROWER REPRESENTATIVE OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM. UPON TERMINATION OF THIS AGREEMENT, IN WHICH CASE BORROWER BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and the Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; repaid and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies Loan Parties shall deliver to each Lender and Agent and Lenders a release, in form and substance satisfactory to Agent, Agent of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyLoan Parties (collectively, and the "Loan Party Release"). The Loan Parties shall agree and, if Borrower and/or the Companies Loan Parties are obtaining new financing from another lenderLender to refinance any portion of the Liabilities, the Companies shall deliver cause such lender’s indemnification of new Lender to agree to indemnify Agent and Lenders, in form and substance on terms satisfactory to Agent, for checks which Agent has credited to any Borrower’s account's accounts, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s account's account (the "Good Funds Indemnity"). If In addition, if any Letter of Credit Obligations shall remain outstanding at the time this Agreement is terminated prior terminated, Borrowers shall provide Agent with cash collateral in an amount equal to the end 105% of the Original Term or any Renewal Term aggregate amount of all such Letter of Credit Obligations (if the "L/C Cash Collateral"). If, during the term of this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrowers' business and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers agree to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 one percent (provided, however, that such portion 1%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs three (3) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, and (y) either LaSalle Original Term or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years or more prior to the end of the Original Term but less than three (3) years or during any then current Renewal Term (provided, however, more prior to the end of the Original Term; provided that such portion of the prepayment fee shall be equal automatically waived if, after 12 months following the Closing Date, the Liabilities are repaid with the proceeds of a financing provided by LaSalle or its Affiliates. Provided that Agent and Lenders receive the Loan Party Release, the Good Funds Indemnity and, if applicable, the L/C Cash Collateral on terms and conditions satisfactory to $0 if such the Agent and Lenders, and receive payment in full of all Liabilities in immediately available funds together with any applicable prepayment fee, (xi) is funded the Agent and the Lenders agree to provide the Loan Parties with proceeds from a written release of all liabilities and claims arising pursuant to this Agreement and the acquisition Other Agreements except in respect of the Good Funds Indemnity, the L/C Cash Collateral and the terms of this Agreement and the Other Agreements which, by their terms, expressly survive termination, including, without limitation, the terms of Sections 19 and 24 of this Agreement and (ii) the Agent agrees, at the Borrowers' expense, to return to the Borrower by Central Garden & Pet CompanyRepresentative all share certificates, promissory notes, certificates of title and other similar possessory Collateral theretofore delivered to the Agent and execute and/or deliver to the Borrower Representative such documents, instruments, and (y) either LaSalle or LaSalle Bank is a lender agreements as reasonably requested and furnished by the Borrower Representative to Central Garden & Pet Company at such time)evidence the termination of this Agreement and the release of the Agent's and Lenders' liens on the Xxxxxxxxxx.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30Dec 31, 2006 2004 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, TERM IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), a) and (B) or (Cb) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies Borrowers shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrowers, and if Borrower and/or the Companies Borrowers are obtaining new financing from another lender, the Companies Borrowers shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to such Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrowers' business and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers agree to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.51%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion first anniversary of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)date hereof.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30AUGUST 31, 2006 2005 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM AND BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) occurs or (C) occursthis Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders Lender a release, in the form and substance satisfactory to Agent, of EXHIBIT D hereto of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrower prepays all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrower's business and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwisethis Agreement is terminated, Borrower agrees to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 three percent (provided, however, that such portion 3%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plusOriginal Term, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term, or (iii) one percent (1%) of the Maximum Loan Limit if such prepayment occurs less than one (1) year prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Term.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30OCTOBER 31, 2006 2008 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; (B) BORROWER REDUCES THE REVOLVING LOAN COMMITMENTS OF ALL LENDERS TO ZERO IN ACCORDANCE WITH SECTION 2(D) HEREOF; OR (C) BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM. UPON TERMINATION OF THIS AGREEMENT, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders shall not make any additional Revolving Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If If, during the term of this Agreement, Borrower reduces the Revolving Loan Commitments of all Lenders to zero in accordance with Section 2(d) hereof and, as a result thereof, this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwiseterminated, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Revolving Loan Limit then in effect if such prepayment occurs two (2) years or more prior to the end of the Original Term, (ii) one and one-half percent (1.50%) of the Maximum Revolving Loan Limit then in effect if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term Term, or during any then current Renewal Term (provided, however, that such portion iii) one half of one percent (0.50%) of the Maximum Revolving Loan Limit then in effect if such prepayment occurs less than one (1) year prior to the end of the Original Term. Notwithstanding the foregoing, (a) Borrower shall not be obligated to pay such prepayment fee if the Revolving Loans are refinanced in connection with a refinancing by LaSalle or an affiliate of LaSalle and (b) if Borrower refinances the Revolving Loans with a lender that is not LaSalle or an affiliate of LaSalle on a date that is less than two (2) years, but at least one (1) year prior to the end of the Original Term, for the sole reason that Agent has refused a written request from Borrower to reduce or eliminate the Special Litigation Reserve (which written request shall be accompanied by an executed proposal letter to refinance the Revolving Loans, which proposal letter reflects the elimination or reduction of the Special Litigation Reserve), then such prepayment fee shall be equal to $0 if such prepayment one half of one percent (x0.50%) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Maximum Revolving Loan Limit then in effect.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30APRIL 24, 2006 2005 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies (x) Borrower shall deliver to Agent Lender a release in the form attached as Schedule 10 hereto and Lenders made a release, in form and substance satisfactory to Agentpart hereof, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s 's account; and (y) Lender shall execute and deliver to Borrower releases and terminations of all liens and security interest granted hereunder. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrower prepays all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwisethis Agreement is terminated, Borrower agrees shall not be required to pay to Agent, for the benefit of Lenders, as Lender a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30JUNE 2, 2006 2008 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; (B) BORROWER REDUCES THE REVOLVING LOAN COMMITMENTS OF ALL LENDERS TO ZERO IN ACCORDANCE WITH SECTION 2(D) HEREOF; OR (C) BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM. UPON TERMINATION OF THIS AGREEMENT, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders shall not make any additional Revolving Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If If, during the term of this Agreement, Borrower reduces the Revolving Loan Commitments of all Lenders to zero in accordance with Section 2(d) hereof and, as a result thereof, this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwiseterminated, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Revolving Loan Limit then in effect if such prepayment occurs two (2) years or more prior to the end of the Original Term, (ii) one and one-half percent (1.50%) of the Maximum Revolving Loan Limit then in effect if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term Term, or during any then current Renewal Term (provided, however, that such portion iii) one half of one percent (0.50%) of the prepayment fee shall be equal to $0 Maximum Revolving Loan Limit then in effect if such prepayment occurs less than one (x1) is funded with proceeds from year prior to the acquisition end of the Original Term; provided, however that the Borrower shall not be obligated to pay such prepayment fee after the first year of the Original Term if the liabilities are prepaid and this Agreement terminated in connection with a refinancing by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)an affiliate of LaSalle.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30AUGUST 2, 2006 2011 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR ONE (1)-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) AGENT, AT THE REQUEST OF THE REQUISITE LENDERS MAKES DEMAND FOR REPAYMENT PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (BC) ANY BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM. UPON TERMINATION OF THIS AGREEMENT, IN WHICH CASE BORROWER BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Loan Parties have repaid all of the Liabilities and this Agreement has terminated, the Companies each Loan Party shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Loan Party, and if Borrower and/or the Companies Loan Parties are obtaining new financing from another lender, the Companies Loan Parties shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, in the exercise of its Permitted Discretion for checks which Agent has credited to a Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Loan Parties prepay all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Loan Parties jointly and severally agree to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.51.0%) of the Maximum Revolving Loan Limit if such prepayment occurs less than two one (21) years year prior to the end first anniversary of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Closing Date.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30___, 2006 2011 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; (BC) BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY TERM AND BY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (CD) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END IS TERMINATED IN ACCORDANCE WITH PARAGRAPH 3 OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFEE LETTER. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or ), (C) occursand (D) occurs or this Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyObligors, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER JUNE 30, 2006 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY PROVIDING BORROWERS WITH WRITTEN NOTICE OF SUCH ELECTION AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (BC) A BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN THIRTY (1530) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY TERM AND BY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR TERM (CINCLUDING PROVIDING CASH COLLATERAL FOR ANY OUTSTANDING UNDRAWN LETTERS OF CREDIT IN AN AMOUNT ACCEPTABLE TO LENDER, BUT IN NO EVENT LESS THAN ONE HUNDRED FIVE PERCENT (105%) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE UNDRAWN FACE AMOUNT OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END LETTERS OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMCREDIT). If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities (or provided cash collateral with respect to outstanding Letters of Credit as described above) and this Agreement has terminated, the Companies shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies Borrowers are obtaining new financing from another lender, the Companies Borrowers shall deliver such lender’s indemnification of Agent and LendersLender, in form and substance reasonably satisfactory to AgentLender, for checks which Agent Lender has credited to such Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30, 2006 2005 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies if Borrower is obtaining new financing from another lender, Borrower shall deliver to Agent and Lenders a releasesuch lender’s indemnification of Lender, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies are obtaining new financing from another lender, the Companies shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30NOVEMBER 1, 2006 2005 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER CANTAR U.S. OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN ONE HUNDRED TWENTY (15120) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM. UPON TERMINATION OF THIS AGREEMENT, IN WHICH CASE BORROWER BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term event specified in clause (A) above occurs or at the end of the Original Term or a Renewal Term after Cantar U.S. or any Lender has given the notice electing to terminate this Agreement expires on such Original Term or if one or more of the events specified Renewal Term in clauses (A), accordance with Clause (B) or (C) occursabove, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies are obtaining new financing from another lender, the Companies shall deliver such lender’s 's indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to Borrower’s Cantar U.S.'s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s Cantar U.S.'s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, Companies or as a result of an Event of Default or otherwise, Borrower Cantar U.S. agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of two percent (i2%) $250,000 (provided, however, that such portion of the Maximum Loan Limit if such prepayment fee shall be equal occurs on or prior to $0 if (x) such payment is funded with proceeds from the acquisition first anniversary of the Borrower by Central Garden & Pet Companydate hereof, one percent (1%) of the Maximum Loan Limit if such prepayment occurs after the first anniversary of the date hereof but on or prior to the second anniversary of the date hereof, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less at any other time other than two (2) years prior to the end within 120 days of the Original Term or during within 120 days of any then current Renewal Term Term. Notwithstanding the foregoing, in the event any Lender provides a Capital Adequacy Demand to Cantar U.S., and within one hundred twenty (provided120) days thereof Borrower prepays the Liabilities in full and terminates this Agreement, however, that such portion of the no prepayment fee shall be equal payable to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at Lender that provided such time)Capital Adequacy Demand.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30FEBRUARY 28, 2006 2012 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) AGENT, AT THE REQUEST OF THE REQUISITE LENDERS MAKES DEMAND FOR REPAYMENT PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; (BC) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM; OR (D) A SUBORDINATION AGREEMENT DOES NOT PERMIT SUCH EXTENSION. UPON TERMINATION OF THIS AGREEMENT, IN WHICH CASE BORROWER CREDIT PARTIES SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B), (C) or (CD) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in fullfull (except for those provisions of this Agreement that expressly survive such termination). At such time as Borrower has Credit Parties have repaid all of the Liabilities and this Agreement has terminated, the Companies each Credit Party shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Credit Party, and if Borrower and/or the Companies are such Credit Party is obtaining new financing from another lender, the Companies such Credit Party shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to Borrowersuch Credit Party’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrowersuch Credit Party’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FOR A PERIOD (SUCH PERIOD, THE "ORIGINAL TERM") FROM THE DATE HEREOF UNTIL SEPTEMBER 30THE DATE WHICH COINCIDES WITH THE THIRD YEARLY ANNIVERSARY HEREOF, 2006 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR BE EXTENDED THEREAFTER (EACH SUCH ONE-YEAR RENEWAL EXTENSION BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") SOLELY AT THE OPTION OF THE LENDER, UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; HEREOF OR (B) BORROWER ELECTS THE BORROWERS ELECT TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN FORTY-FIVE (1545) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM AND BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses clause (A), (B) or (CB) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans or issue any additional Letters of Credit on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has the Borrowers have repaid all of the Liabilities and this Agreement has terminated, (i) the Companies Borrowers shall deliver to Agent and Lenders Lender a release, in form and substance reasonably satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companythe Borrowers, and if Borrower and/or the Companies Borrowers are obtaining new financing from another lender, the Companies Borrowers shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance reasonably satisfactory to AgentLender, effective for a period not longer than ninety (90) days after the termination of this Agreement, for checks which Agent Lender has credited to Borrower’s accountany account of the Borrowers, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s accountany account of the Borrowers, and (ii) the Lender shall deliver to the Borrowers and all Obligors, in form and substance reasonably satisfactory to the Borrowers, a release of all obligations and shall discharge all liens and security interests, including any filed financing statements, and shall provide Borrowers copies thereof. If this Agreement is terminated If, prior to the end first anniversary of this Agreement, the Original Term or any Renewal Term (if Borrowers elect to terminate this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of and prepay all of the Liabilities by Borrower Liabilities, the Borrowers agree jointly and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees severally to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.51%) of the Maximum Revolving Loan Limit if such Limit. There shall be no prepayment occurs less than two (2) years prior fee relating to the end any subsequent termination of the Original Term or during Revolving Loans, and there shall be no prepayment fee imposed on the Borrowers upon any then current Renewal Term (provided, however, that such portion prepayment of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle Term Loan or LaSalle Bank is a lender to Central Garden & Pet Company at such time)any Capital Expenditure Loan made hereunder.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30NOVEMBER 1, 2006 2022 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN (15) 90 DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER . UPON TERMINATION OF THIS AGREEMENT BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and its Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to such Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FOR A PERIOD OF TWO (2) YEARS FROM THE DATE HEREOF UNTIL SEPTEMBER 30DECEMBER 31, 2006 2005 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES OBLIGATIONS IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN THEN-CURRENT RENEWAL TERM, TERM AND IN WHICH CASE BORROWER BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES OBLIGATIONS IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) or (B) occurs or (C) occursthis Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities Obligations are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities Obligations are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities Obligations and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and and, if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to such Borrower’s account, 's account but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s 's account. If If, during the term of this Agreement, Borrowers prepay all of the Obligations from any source other than income from the ordinary-course operations of Borrowers' business and this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)terminated, whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower Borrowers jointly and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees severally agree to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other LiabilitiesObligations, an amount equal to the sum of (i) $250,000 three percent (provided, however, that such portion 3%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs at least one (1) year prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet CompanyOriginal Term, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Loan Limit if such prepayment occurs less than two one (21) years year prior to the end of the Original Term or during any then-current Renewal Term; provided, however, such prepayment fee shall be waived if repayment is made within ninety (90) days prior to the end of the Original Term or any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Term.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30THE EARLIER TO OCCUR OF: (w) JULY 19, 2006 2008 (THE “ORIGINAL TERMFINAL MATURITY DATE”) AND (x) A DATE THAT IS THIRTY (30) DAYS PRIOR TO THE EARLIEST MATURITY DATE (WHETHER BY ACCELERATION OR OTHERWISE) SET FORTH IN ANY INSTRUMENT, DOCUMENT OR AGREEMENT CONSTITUTING THE SUBORDINATED INDEBTEDNESS, AS SUCH INSTRUMENT, DOCUMENT OR AGREEMENT IS IN EFFECT AS OF THE DATE HEREOF OR AS SUCH INSTRUMENT, DOCUMENT OR AGREEMENT EVIDENCING THE SUBORDINATED INDEBTEDNESS MAY BE AMENDED IN ACCORDANCE WITH THE TERMS OF ANY SUBORDINATION AGREEMENT BETWEEN LENDER AND THE HOLDER OF SUCH SUBORDINATED INDEBTEDNESS, PROVIDED THAT ANY EXTENSION OF THE MATURITY DATE OF ANY SUBORDINATED INDEBTEDNESS SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR NOT BE EFFECTIVE TO YEAR THEREAFTER EXTEND THE ORIGINAL TERM HEREOF WITHOUT THE CONSENT OF LENDER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL THE "ORIGINAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; (B) BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN (15) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) above occurs or (C) occursthis Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrower prepays all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwisethis Agreement is terminated, Borrower agrees to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 three percent (provided, however, that such portion 3%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plusFinal Maturity Date, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the Final Maturity Date, or (iii) one percent (1%) of the Maximum Loan Limit if such prepayment occurs less than one (1) year prior to the end of the Original Term or during any then current Renewal Term (providedFinal Maturity Date. Notwithstanding the foregoing, however, in the event that such portion the Loans are prepaid in full in conjunction with a refinance of the Subordinated Indebtedness and this Agreement is terminated, then Borrower shall not be required to pay a prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).fee. Ver 9

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30MAY 31, 2006 2009 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER BORROWERS OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM AND BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies If Borrowers are obtaining new financing from another lender, the Companies Borrowers shall deliver such lender’s indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s Borrowers’ account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s Borrowers’ account. If this Agreement is terminated prior Notwithstanding any thing to the end contrary that may be contained elsewhere in this Agreement, the Borrowers shall be entitled, in their sole and absolute discretion, to prepay the Liabilities, in whole or in part, from any source, at any time or from time to time during the term of the Original Term this Agreement, and Borrowers and Lender agree that there shall be no prepayment fee or penalty of any Renewal Term (if this Agreement is renewed pursuant kind or nature whatsoever due hereunder in respect of or by reason of any such prepayment. At such time as, and from time to this Section 10)time after, whether terminated as a result of a voluntary prepayment of Borrowers have repaid all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) abovethis Agreement has terminated, or as a result of an Event of Default or otherwise, Borrower agrees Lender and Canadian Lender shall each deliver to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if Borrowers (x) such payment is funded with proceeds from the acquisition termination statements and other releases and other documents and instruments as any of the Borrower by Central Garden & Pet CompanyBorrowers may reasonably request to evidence and effectuate the termination of Lender’s and Canadian Lender’s security interest and any other interest that Lender may have in any of the Collateral, and (y) either LaSalle possession of all Collateral which is in the possession of Lender or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Canadian Lender.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30MARCH 20, 2006 2025 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN (15) 90 DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER . UPON TERMINATION OF THIS AGREEMENT BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and its Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to such Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER APRIL 30, 2006 2009 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and its Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s 's indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to such Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers jointly and severally agree to pay to Agent, for the benefit of the Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Prepayment Loan Limit if such prepayment occurs less than two on or before April 30, 2007, and (2ii) years prior to the end one percent (1%) of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 Prepayment Loan Limit if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Companyoccurs after April 30, and (y) either LaSalle 2007 but on or LaSalle Bank is a lender to Central Garden & Pet Company at such time)before April 30, 2008.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30December 31, 2006 2008 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies if Borrower is obtaining new financing from another lender, Borrower shall deliver to Agent and Lenders a releasesuch lender’s indemnification of Lender, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies are obtaining new financing from another lender, the Companies shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30JANUARY 1, 2006 2012 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and its Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to such Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers jointly and severally agree to pay to Agent, for the benefit of the Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.51/2%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to on or before January 1, 2011. Notwithstanding the end of the Original Term or during any then current Renewal Term (providedforegoing, however, that such portion of the no prepayment fee shall be equal to $0 if required in the event that such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Companyoccurs after January 1, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet 2011. AMCON Distributing Company at such time).Xxxxxxxxxx Natural Foods, Inc. Health Food Associates, Inc. July 19, 2010 Page 3

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER JANUARY 30, 2006 2007 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO PARTY WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, TERM IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) occurs or (C) occursthis Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrower prepays all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrower's business and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwisethis Agreement is terminated, Borrower agrees to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 three percent (provided, however, that such portion 3%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plusOriginal Term, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term, or (iii) one percent (1%) of the Maximum Loan Limit if such prepayment occurs less than one (1) year prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Term.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER APRIL 30, 2006 2007 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER TERM UPON TERMINATION OF THIS AGREEMENT BORROWERS SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) or (C) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and its Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s 's indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to such Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrowers' business and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers shall be required to pay to Agent, for the benefit of Lenders, Lenders as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.51%) of the Maximum Loan Limit if such prepayment occurs less than two on or before September 30, 2005 and (2ii) years prior to the end one- half of one percent (1/2%) of the Original Term Maximum Loan Limit if such prepayment occurs subsequent to September 30, 2005 but on or during any then current Renewal Term (providedbefore September 30, however2006. Notwithstanding the foregoing, that such portion of the no prepayment fee shall be equal to $0 if such prepayment required in the event that (x) any Borrower sells all or substantially all of its assets or stock to a Person other than an Affiliate, such sale is funded with proceeds from consented to by Agent, such sale occurs on or after September 30, 2005 and the acquisition of Liabilities are prepaid and the Borrower by Central Garden & Pet Company, and Agreement is terminated as a result thereof or (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)prepayment occurs after September 30, 2006.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30MARCH 17, 2006 2005 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) LENDER MAKES DEMAND FOR REPAYMENT PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; (BC) BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY TERM AND BY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END ON OR AFTER FEBRUARY 1, 2004, AS A RESULT OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMA TERMINATION EVENT. If the term of this Agreement expires or if one or more of the events specified in clauses (Aa), (Bb) or and (Cc) occurs, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies Borrower shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyBorrower, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrower prepays all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrower's business and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwisethis Agreement is terminated, Borrower agrees to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 three percent (provided, however, that such portion 3%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plusOriginal Term, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term, or (iii) one percent (1%) of the Maximum Loan Limit if such prepayment occurs less than one (1) year prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Term.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30JANUARY 28, 2006 2008 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) LENDER ELECTS NOT TO RENEW THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (BC) US BORROWER ELECTS NOT TO TERMINATE RENEW THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM AND BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as US Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies US Borrower shall, and shall cause each other Company to, deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each US Borrower and such Company, and if US Borrower and/or the Companies are or such Company is obtaining new financing from another lender, the Companies US Borrower shall deliver such lender’s indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to US Borrower’s or such Company’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to US Borrower’s or such Company’s account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of US Borrower prepays all of the Liabilities by Borrower from any source other than income from the ordinary course operations of US Borrower’s business and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, US Borrower agrees to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 two percent (provided, however, that such portion 2%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plusOriginal Term, (ii) an amount equal to one-half of one percent (0.51%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term, or (iii) one-half of one percent (0.50%) of the Maximum Loan Limit if such prepayment occurs less than one (1) year prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)Term.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30APRIL 27, 2006 2007 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or (CB) occurs, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies are obtaining new financing from another lender, the Companies shall deliver such lender’s 's indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s 's account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 one percent (provided, however, that such portion 1%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet CompanyOriginal Term, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (Term; provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such prepayment occurs less than two (x2) years prior to the end of the Original Term, (y) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (yz) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30March 31, 2006 (THE “"ORIGINAL TERM”") AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") UNLESS (A) LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM OR MAKES DEMAND FOR REPAYMENT PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (BC) A BORROWER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO LENDER WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM AND BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or and (C) occursoccurs or this Agreement otherwise expires, then (i) Agent and Lenders Lender shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has Borrowers have repaid all of the Liabilities and this Agreement has terminated, the Companies each Borrower shall deliver to Agent and Lenders Lender a release, in form and substance satisfactory to AgentLender, of all obligations and liabilities of Agent Lender and Lenders and their its officers, directors, employees, agents, parents, subsidiaries and affiliates to each Companysuch Borrower, and if such Borrower and/or the Companies are is obtaining new financing from another lender, the Companies such Borrower shall deliver such lender’s 's indemnification of Agent and LendersLender, in form and substance satisfactory to AgentLender, for checks which Agent Lender has credited to such Borrower’s 's account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to such Borrower’s 's account. If If, during the term of this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10)Agreement, whether terminated as a result of a voluntary prepayment of Borrowers prepay all of the Liabilities by Borrower from any source other than income from the ordinary course operations of Borrowers' business and delivery of notice of termination in accordance with clause (B) abovethis Agreement is terminated, or as a result of an Event of Default or otherwise, Borrower agrees Borrowers jointly and severally agree to pay to Agent, for the benefit of Lenders, Lender as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 three percent (provided, however, that such portion 3%) of the Maximum Loan Limit if such prepayment fee shall be equal occurs two (2) years or more prior to $0 if (x) such payment is funded with proceeds from the acquisition end of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plusOriginal Term, (ii) an amount equal to one-half of one two percent (0.52%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years years, but at least one (1) year prior to the end of the Original Term, or (iii) one percent (1%) of the Maximum Loan Limit if such prepayment occurs less than one (1) year prior to the end of the Original Term or during any then current Renewal Term (providedTerm. Notwithstanding the foregoing, howeverin the event Lender sells, that such portion assigns or transfers all of its rights and obligations hereunder after the first anniversary of the date hereof, Borrowers shall not be required to pay such prepayment fee shall be equal unless such sale, assignment or transfer by Lender is to $0 if such prepayment (x) a Person that is funded an affiliate of Lender or is made in connection with proceeds from the acquisition a sale of substantially all of the Borrower by Central Garden & Pet Company, and (y) either LaSalle assets or LaSalle Bank is a lender to Central Garden & Pet Company at such time)equity interests of Lender.

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE HEREOF UNTIL SEPTEMBER 30AUGUST 15, 2006 2009 (THE “ORIGINAL TERM”) AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A “RENEWAL TERM”) UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN NINETY (1590) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM. UPON TERMINATION OF THIS AGREEMENT, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (C) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERMFULL. If the term of this Agreement expires or if one or more of the events specified in clauses (A), ) and (B) occurs or (C) occursthis Agreement otherwise expires, then (i) Agent and Lenders shall not make any additional Loans on or after the date identified as the date on which the Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the Liabilities are paid in full. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, the Companies shall deliver to Agent and Lenders a release, in form and substance satisfactory to Agent, of all obligations and liabilities of Agent and Lenders and their officers, directors, employees, agents, parents, subsidiaries and affiliates to each Company, and if Borrower and/or the Companies are is obtaining new financing from another lender, the Companies Borrower shall deliver such lender’s indemnification of Agent and Lenders, in form and substance satisfactory to Agent, for checks which Agent has credited to Borrower’s account, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s account. If this Agreement is terminated prior to the end of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment of all of the Liabilities by Borrower and delivery of notice of termination in accordance with clause (B) above, or as a result of an Event of Default or otherwise, Borrower agrees to pay to Agent, for the benefit of Lenders, as a prepayment fee, in addition to the payment of all other Liabilities, an amount equal to the sum of (i) $250,000 (provided, however, that such portion of the prepayment fee shall be equal to $0 if (x) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time) plus, (ii) an amount equal to one-half of one percent (0.5%) of the Maximum Loan Limit if such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time).

TERMINATION; AUTOMATIC RENEWAL. THIS AGREEMENT SHALL BE IN EFFECT FOR A PERIOD (SUCH PERIOD, THE "ORIGINAL TERM") FROM THE DATE HEREOF UNTIL SEPTEMBER 30APRIL 3, 2006 (THE “ORIGINAL TERM”) 2010, AND SHALL AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR BE EXTENDED THEREAFTER FOR SUCCESSIVE TWELVE MONTH PERIODS (EACH SUCH ONE-YEAR RENEWAL EXTENSION BEING REFERRED TO HEREIN AS A “"RENEWAL TERM”") SOLELY AT THE OPTION OF THE AGENT OR REQUISITE LENDERS, AS APPLICABLE, UNLESS (A) AGENT, AT THE REQUEST OF THE REQUISITE LENDERS, MAKES DEMAND FOR REPAYMENT PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM; (B) THE DUE DATE OF THE LIABILITIES IS ACCELERATED PURSUANT TO SECTION 16 HEREOF; HEREOF OR (BC) ANY BORROWER OR ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTIES HERETO WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN THIRTY (1530) DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY TERM AND BY THE BORROWERS PAYING ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM; OR (COTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS AS TO WHICH NO UNSATISFIED CLAIM HAS BEEN ASSERTED) ANY LENDER ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM OR ANY RENEWAL TERM BY GIVING BORROWER WRITTEN NOTICE OF SUCH ELECTION AT LEAST ONE DAY PRIOR TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM, IN WHICH CASE BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY OF SUCH TERM. If the term of this Agreement expires or if one or more of the events specified in clauses (A), (B) or (C) occurs, or this Agreement otherwise expires, then (i) Agent and Lenders shall not make any additional Loans or issue any additional Letters of Credit on or after the date identified as the date on which the such Liabilities are to be repaid; and (ii) this Agreement shall terminate on the date thereafter that the such Liabilities are paid in full. At such time as Borrower has the Borrowers have repaid all of the Liabilities (other than contingent indemnification obligations as to which no unsatisfied claim has been asserted) and this Agreement has terminatedterminated in accordance with the terms hereof, (i) Parent and the Companies Borrowers shall deliver to Agent and Lenders a release, in form and substance reasonably satisfactory to AgentAgent and Lenders, of all obligations and liabilities of Agent and Lenders and their respective officers, directors, employees, agents, parents, subsidiaries and affiliates to each CompanyParent and the Borrowers, and if Borrower the Parent and/or the Companies Borrowers are obtaining new financing from another lender, Parent and the Companies Borrowers shall deliver such lender’s 's indemnification of Agent and Lenders, in form and substance reasonably satisfactory to Agent, effective for a period not longer than ninety (90) days after the termination of this Agreement, for checks which Agent has credited to Borrower’s accountany account of Parent and the Borrowers, but which subsequently are dishonored for any reason or for automatic clearinghouse or wire transfers not yet posted to Borrower’s accountany account of Parent or the Borrowers, and (ii) the Agent shall deliver to the Borrowers and all other Obligors, in form and substance reasonably satisfactory to the Borrowers, a release of all obligations and shall discharge all liens and security interests, including any filed financing statements, and shall provide Borrowers copies thereof. If Borrowers may terminate this Agreement is terminated prior to the end and prepay all of the Original Term or any Renewal Term (if this Agreement is renewed pursuant to this Section 10), whether terminated as a result of a voluntary prepayment Liabilities in full in cash solely upon satisfaction of all of the Liabilities by Borrower and delivery of following conditions: (i) Agent shall have received from Borrowers not less than thirty (30) days' written notice of termination in accordance with clause such prepayment and termination, and (Bii) above, or as a result of an Event of Default or otherwise, Borrower agrees to Borrowers shall pay to Agent, for the benefit of Lendersthe Lenders according to their respective Pro Rata Shares, as a prepayment fee, premium (in addition to the payment of all other Liabilities) in immediately available funds as follows: (A) in the event Borrowers terminate this Agreement and prepay all of the Liabilities on or before April 3, 2008, then, in such event, on the date of such prepayment the Borrowers shall jointly and severally pay to Agent an amount equal to the sum of one and one-half percent (i1.5%) $250,000 (provided, however, that such portion of the Maximum Revolving Loan Limit in effect on such date; (B) in the event Borrowers terminate this Agreement and prepay all of the Liabilities after April 3, 2008 but on or before April 3, 2009, then, in such event, on the date of such prepayment fee the Borrowers shall be jointly and severally pay to Agent an amount equal to $0 if three-fourths percent (x0.75%) such payment is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet CompanyMaximum Revolving Loan Limit in effect on such date; or (C) in the event Borrowers terminate this Agreement and prepay all of the Liabilities after April 3, 2009 but before the expiration of the Original Term or any then current Renewal Term, as applicable, then, in such event, on the date of such prepayment the Borrowers shall jointly and (y) either LaSalle or LaSalle Bank is a lender severally pay to Central Garden & Pet Company at such time) plus, (ii) Agent an amount equal to one-half of one fourth percent (0.50.25%) of the Maximum Revolving Loan Limit if in effect on such prepayment occurs less than two (2) years prior to the end of the Original Term or during any then current Renewal Term (provided, however, that such portion of the prepayment fee shall be equal to $0 if such prepayment (x) is funded with proceeds from the acquisition of the Borrower by Central Garden & Pet Company, and (y) either LaSalle or LaSalle Bank is a lender to Central Garden & Pet Company at such time)date.