0001193125-05-018626 Sample Contracts

CENTRAL GARDEN & PET COMPANY NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 3rd, 2005 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods
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CENTRAL GARDEN & PET COMPANY FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 3rd, 2005 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • New York

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 17, 2004 between CENTRAL GARDEN & PET COMPANY, a Delaware corporation (“Borrower”) and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent for Lenders (“Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of May 14, 2003, as amended to date (as so amended, the “Credit Agreement”), by and among Borrower, the financial institutions listed therein as Lenders, the Co-Syndication Agents named therein, and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

CENTRAL GARDEN & PET COMPANY NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 3rd, 2005 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods

THIS AGREEMENT, made as of this [ ]th day of February, 200[ ], between CENTRAL GARDEN & PET COMPANY, a Delaware corporation (the “Company”) and [Name of Director] (the “Director”).

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