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Amended And Restated Credit Agreement Dated As of June 25, 2010

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Sectors: Consumer Products (Non-Durables)
Governing Law: California , View California State Laws
Effective Date: June 25, 2010
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Exhibit 10.1

EXECUTION COPY


AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

June 25, 2010

among

CENTRAL GARDEN & PET COMPANY,

The Subsidiary Borrowers from Time to Time Party Hereto

The Lenders from Time to Time Party Hereto

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent

SUNTRUST BANK

as Syndication Agent

and

BANK OF THE WEST and GENERAL ELECTRIC CAPITAL CORPORATION,

as Co-Documentation Agents


J.P. MORGAN SECURITIES INC. and SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Bookrunners and Joint Lead Arrangers


TABLE OF CONTENTS

Page ARTICLE I Definitions 1 SECTION 1.01.

Defined Terms . 1 SECTION 1.02.

Classification of Loans and Borrowings . 29 SECTION 1.03.

Terms Generally . 29 SECTION 1.04.

Accounting Terms; GAAP . 29 SECTION 1.05.

Company Acting on Behalf of Itself and Subsidiary Borrowers . 30 SECTION 1.06.

Status of Obligations . 30 SECTION 1.07.

Amendment and Restatement of the Existing Credit Agreement . 30 SECTION 1.08.

Joint and Several Liability for Obligations of the Company, Domestic Subsidiary Borrowers and Non-Affected Foreign Subsidiary Borrowers; Joint and Several Liability for Obligations of the Affected Foreign Subsidiary Borrowers; No Liability of Affected Foreign Subsidiary Borrowers for Obligations of the Company, the Domestic Subsidiary Borrowers or the Non-Affected Foreign Subsidiary Borrowers . 31 ARTICLE II The Credits 32 SECTION 2.01.

Commitments . 32 SECTION 2.02.

Loans and Borrowings . 33 SECTION 2.03.

Requests for Borrowings . 33 SECTION 2.04.

Determination of Dollar Amounts . 34 SECTION 2.05.

Swingline Loans . 34 SECTION 2.06.

Letters of Credit . 35 SECTION 2.07.

Funding of Borrowings . 39 SECTION 2.08.

Interest Elections . 40 SECTION 2.09.

Termination and Reduction of Commitments . 41 SECTION 2.10.

Repayment of Loans; Evidence of Debt . 42 SECTION 2.11.

Prepayment of Loans . 42 SECTION 2.12.

Fees . 44 SECTION 2.13.

Interest . 45 SECTION 2.14.

Alternate Rate of Interest . 46 SECTION 2.15.

Increased Costs . 46 SECTION 2.16.

Break Funding Payments . 47 SECTION 2.17.

Taxes . 48 SECTION 2.18.

Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs . 49 SECTION 2.19.

Mitigation Obligations; Replacement of Lenders . 51 SECTION 2.20.

Incremental Credit Extensions . 52 SECTION 2.21.

Market Disruption . 54 SECTION 2.22.

Judgment Currency . 54 SECTION 2.23.

Designation of Subsidiary Borrowers . 55

Table of Contents

(continued)

Page SECTION 2.24.

Defaulting Lenders . 55 ARTICLE III Representations and Warranties 57 SECTION 3.01.

Organization; Powers; Subsidiaries . 57 SECTION 3.02.

Authorization; Enforceability . 57 SECTION 3.03.

Governmental Approvals; No Conflicts . 58 SECTION 3.04.

Financial Condition; No Material Adverse Change; Contingent Obligations . 58 SECTION 3.05.

Properties . 59 SECTION 3.06.

Litigation and Environmental Matters . 59 SECTION 3.07.

Compliance with Laws and Agreements; No Burdensome Restrictions . 59 SECTION 3.08.

Investment Company Status . 60 SECTION 3.09.

Taxes . 60 SECTION 3.10.

ERISA . 60 SECTION 3.11.

Disclosure . 60 SECTION 3.12.

Federal Reserve Regulations . 60 SECTION 3.13.

No Default . 60 SECTION 3.14.

Solvency . 60 SECTION 3.15.

Insurance . 60 SECTION 3.16.

Senior Subordinated Notes . 61 SECTION 3.17.

Collateral Documents . 61 SECTION 3.18.

SDN List Designation . 61 ARTICLE IV Conditions 61 SECTION 4.01.

Effective Date . 61 SECTION 4.02.

Each Credit Event . 63 SECTION 4.03.

Designation of a Subsidiary Borrower . 64 ARTICLE V Affirmative Covenants 64 SECTION 5.01.

Financial Statements; Ratings Change and Other Information . 65 SECTION 5.02.

Notices of Material Events . 66 SECTION 5.03.

Existence; Conduct of Business . 66 SECTION 5.04.

Payment of Obligations . 66 SECTION 5.05.

Maintenance of Properties; Insurance . 67 SECTION 5.06.

Books and Records; Inspection Rights . 67 SECTION 5.07.

Compliance with Laws and Material Contractual Obligations . 67 SECTION 5.08.

Use of Proceeds . 68 SECTION 5.09.

Subsidiary Guaranty and Collateral Documents; Additional Subsidiary Guarantors . 68 SECTION 5.10.

Collateral . 69


ii

Table of Contents

(continued)

Page SECTION 5.11.

Designation Under Senior Subordinated Note Indenture . 70 ARTICLE VI Negative Covenants 70 SECTION 6.01.

Indebtedness . 70 SECTION 6.02.

Liens . 71 SECTION 6.03.

Fundamental Changes . 73 SECTION 6.04.

Investments, Loans, Advances, Guarantees and Acquisitions . 73 SECTION 6.05.

Swap Agreements . 75 SECTION 6.06.

Restricted Payments . 75 SECTION 6.07.

Transactions with Affiliates . 75 SECTION 6.08.

Restrictive Agreements . 75 SECTION 6.09.

Changes in Fiscal Year . 76 SECTION 6.10.

Asset Sales . 76 SECTION 6.11.

Leases . 77 SECTION 6.12.

Payments and Modification of Subordinated Indebtedness . 77 SECTION 6.13.

Capital Expenditures . 78 SECTION 6.14.

Non-Guarantor Subsidiaries; Guarantors Under Senior Subordinated Notes . 78 SECTION 6.15.

Financial Covenants . 78 ARTICLE VII Events of Default 79 ARTICLE VIII The Administrative Agent 81 ARTICLE IX Miscellaneous 85 SECTION 9.01.

Notices . 85 SECTION 9.02.

Waivers; Amendments . 86 SECTION 9.03.

Expenses; Indemnity; Damage Waiver . 88 SECTION 9.04.

Successors and Assigns . 89 SECTION 9.05.

Survival . 92 SECTION 9.06.

Counterparts; Integration; Effectiveness . 92 SECTION 9.07.

Severability . 92 SECTION 9.08.

Right of Setoff . 92 SECTION 9.09.

Governing Law; Jurisdiction; Consent to Service of Process . 93 SECTION 9.10.

WAIVER OF JURY TRIAL . 94 SECTION 9.11.

Headings . 94 SECTION 9.12.

Confidentiality . 94 SECTION 9.13.

USA PATRIOT Act . 95 SECTION 9.14.

Confirmation of Co-Obligors . 95 SECTION 9.15.

Appointment for Perfection . 96


iii

Table of Contents

(continued)

Page

ARTICLE X Company Guarantee 96


iv

Table of Contents

(continued)

Page

SCHEDULES :

Schedule 2.01 Commitments

Schedule 2.02 Mandatory Cost

Schedule 2.06 Existing Letters of Credit

Schedule 3.01 Subsidiaries

Schedule 3.06 Disclosed Matters

Schedule 3.15 Insurance

Schedule 6.01 Existing Indebtedness

Schedule 6.02 Existing Liens

Schedule 6.08 Restrictive Agreements

EXHIBITS : Exhibit A Form of Assignment and Assumption Exhibit B-1 Form of Opinion of Loan Parties' Counsel Exhibit B-2 Form of Opinion of Loan Parties' Local U.S. Counsel Exhibit C Form of Commitment and Acceptance Exhibit D Form of Written Money Transfer Instruction Exhibit E List of Closing Documents Exhibit F-1 Form of Borrowing Subsidiary Agreement Exhibit F-2 Form of Borrowing Subsidiary Termination Exhibit G Form of Pledge and Security Agreement (U.S.) Exhibit H Form of Subsidiary Guaranty (U.S.) Exhibit I Form of Compliance Certificate


v

AMENDED AND RESTATED CREDIT AGREEMENT (this " Agreement" ) dated as of June 25, 2010 among CENTRAL GARDEN & PET COMPANY, the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, SUNTRUST BANK, as Syndication Agent, BANK OF THE WEST and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

WHEREAS, (i) the Borrowers, the lenders party thereto and the Administrative Agent are currently party to the Credit Agreement, dated as of February 28, 2006 (as amended, supplemented or otherwise modified prior to the date hereof, the " Existing Credit Agreement" );

WHEREAS, the Borrowers, the Lenders, the Departing Lenders (as hereafter defined) and the Administrative Agent have agreed (a) to enter into this Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety; (ii) re-evidence the " Secured Obligations" under, and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrowers and (b) that each Departing Lender shall cease to be a party to the Existing Credit Agreement, as evidenced by its execution and delivery of its Departing Lender Signature Page;

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Borrowers outstanding thereunder, which shall be payable in accordance with the terms hereof; and

WHEREAS, it is also the intent of the Borrowers and the Subsidiary Guarantors to confirm that all obligations under the applicable " Loan Documents" (as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Effective Date, all references to the " Credit Agreement" contained in any such existing " Loan Documents" shall be deemed to refer to this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree that the Existing Credit Agreement is hereby amended and restated as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

" ABR" , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

" Acquisition Trigger Event" means that (i) the Company and/or any of its Subsidiaries completes any Eligible Trigger Acquisition such that the aggregate consideration for such Eligible Trigger Acquisition, when taken together with the aggregate consideration in respect of all other Eligible Trigger Acquisitions made by the Company and its Subsidiaries during the previous twelve-month period, exceeds $200,000,000 and (ii) the ratio of (x) the aggregate consideration paid by the Company and/or

any of its Subsidiaries to consummate all such Eligible Trigger Acquisitions during the previous twelve-month period to (y) the total Consolidated EBITDA of all target businesses (calculated as though the definition of Consolidated EBITDA and any definitions embedded therein were in reference to such target businesses) acquired pursuant to such Eligible Trigger Acquisitions is equal to or less than 10.0x (all as computed (including, without limitation, the inclusion of any synergies resulting in the Company' s business or operations as a result of any such acquisition) in a manner that is reasonably acceptable to the Administrative Agent).

" Adjusted LIBO Rate" means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the sum of (i) (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate plus , without duplication, (ii) in the case of Loans by a Lender from its office or branch in the United Kingdom, the Mandatory Cost.

" Administrative Agent" means JPMorgan Chase Bank, National Association (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.

" Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

" Affected Foreign Subsidiary" means any Foreign Subsidiary to the extent such Foreign Subsidiary acting as a Subsidiary Guarantor (a) would be prohibited by applicable law or (b) would cause a Financial Assistance Problem or a Deemed Dividend Problem.

" Affected Foreign Subsidiary Borrower" means a Foreign Subsidiary Borrower that is an Affected Foreign Subsidiary.

" Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

" Aggregate Revolving Commitment" means the aggregate of the Revolving Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and conditions of this Agreement. As of the Effective Date, the Aggregate Revolving Commitment is $275,000,000.

" Agreed Currencies" means (i) Dollars, (ii) euro, (iii) Pounds Sterling, (iv) Canadian Dollars, (v) Australian Dollars, (vi) Japanese Yen and (vii) any other currency agreed to by the Administrative Agent and each Lender.

" Agreement" means this Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

" Alternate Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1 / 2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date


2

of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

" Applicable Revolving Credit Percentage" means, with respect to any Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender' s Revolving Commitment at such time; provided that, in the case of Section 2.24 when a Defaulting Lender shall exist, " Applicable Revolving Credit Percentage" shall mean the percentage of the Aggregate Revolving Commitment (disregarding any Defaulting Lender' s Revolving Commitment) represented by such Lender' s Revolving Commitment at such time. If the Revolving Commitments have terminated or expired, the Applicable Revolving Credit Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and to any Lender' s status as a Defaulting Lender at the time of determination.

" Applicable Pledge Percentage" means 100%, but 65% in the case of a pledge of Equity Interests in a Foreign Subsidiary to the extent a 100% pledge would cause a Deemed Dividend Problem.

" Applicable Rate" means, for any day, with respect to any ABR Revolving Loan or Eurocurrency Revolving Loan, or with respect to the Letter of Credit participation fees described in Section 2.12(b)(i) or the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption " Revolving Loan ABR Spread" , " Revolving Loan Eurocurrency Spread and Letter of Credit Participation Fees" or " Commitment Fee Rate," as the case may be, based upon the Total Leverage Ratio applicable on such date as reflected in the then most recently delivered Financials:


Pricing Level:

Total Leverage Ratio: Revolving Loan
Eurocurrency
Spread and Letter of Credit
Participation Fees: Revolving Loan
ABR Spread: Commitment Fee
Rate:

Level I 1.75 to 1.00 but

2.25 to 1.00 but

2.75 to 1.00 but

3.25 to 1.00 3.50 % 2.50 % 0.75 %

For purposes of, and notwithstanding, the foregoing,

(a) if at any time the Company fails to deliver the Financials required under Section 5.01(a) or 5.01(b) on or before the date such Financials are due, Pricing Level V shall be deemed applicable for the period commencing three (3) Business Days after such Financials are due and ending on the date which is three (3) Business Days after such Financials are actually delivered, after which the Applicable Rate shall be determined in accordance with the table above as applicable;


3

(b) adjustments, if any, to the Applicable Rate then in effect shall be effective three (3) Business Days after the Administrative Agent has received the applicable Financials (it being understood and agreed that each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and

(c) notwithstanding the foregoing, Pricing Level III shall be deemed to be applicable for the period from the Effective Date until the Administrative Agent' s receipt of the applicable Financials for the Company' s first fiscal quarter ending after the Effective Date (unless such Financials demonstrate that Pricing Level IV or V should have been applicable during such period, in which case such Pricing Level shall be deemed to be applicable during such period) and adjustments to the Pricing Level then in effect shall thereafter be effected in accordance with the preceding paragraphs.

" Approved Fund" has the meaning assigned to such term in Section 9.04.

" Asset Sale" means any sale, transfer, lease or other disposition (including pursuant to a Sale and Leaseback Transaction) of any property or asset of the Company or any of its Subsidiaries (including a disposition of Equity Interests of any Person), in one or a series of transactions.

" Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

" Attributable Receivables Indebtedness" at any time shall mean the principal amount of Indebtedness which (i) if a Permitted Receivables Facility is structured as a secured lending agreement, constitutes the principal amount of such Indebtedness or (ii) if a Permitted Receivables Facility is structured as a purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement.

" Australian Dollars" means the lawful currency of Australia.

" Availability Period" means the period from and including the Effective Date to but excluding the earlier of the Revolving Loan Maturity Date and the date of termination of the Revolving Commitments.

" Banking Services" means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

" Banking Services Agreement" means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.

" Banking Services Obligations" means any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.


4

" Bankruptcy Event" means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

" Board" means the Board of Governors of the Federal Reserve System of the United States of America.

" Borrower" means the Company or any Subsidiary Borrower.

" Borrowing" means Loans (including one or more Swingline Loans) of the same Class, Type, and currency made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

" Borrowing Request" means a request by any Borrower for a Borrowing in accordance with Section 2.03.

" Borrowing Subsidiary Agreement" means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1 .

" Borrowing Subsidiary Termination" means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2 .

" Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term " Business Day" shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market or the principal financial center of such Agreed Currency (and, if the Borrowings are denominated in euro, the term " Business Day" shall also exclude any day on which the TARGET payment system is not open for the settlement of payments in euro).

" Canadian Dollars" means the lawful currency of Canada.

" Capital Expenditures" means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP.

" Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


5

" Capitalized Lease" of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

" Cash Equivalents" means any (1) marketable direct obligations issued by or unconditionally guaranteed by, the United States of America or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody' s, (3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody' s, (4) certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank or by a bank organized under the laws of any foreign country recognized by the United States of America, in each case having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000 (or the foreign currency equivalent thereof), (5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above, and (6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

" Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof, a " Group" ), other than Permitted Holders, of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or Group, other than to the Permitted Holders; (c) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; (d) the acquisition of direct or indirect Control of the Company by any Person or group other than the Permitted Holders; (e) the approval by the holders of Equity Interests of the Company of any plan or proposal for the liquidation or dissolution of the Company; or (f) any " Change in Control" under and as defined in any Senior Subordinated Note Indenture.

" Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender' s or the Issuing Bank' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

" Class" , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loan
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