<Page>
EXHIBIT 10.31
AMENDMENT AND WAIVER NO. 6 UNDER THE CREDIT AGREEMENT
Amendment and Waiver No. 6 dated as June 14, 2002 (this "AMENDMENT")
to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as
amended, supplemented and otherwise modified by Waiver No. 1 dated as of
December 30, 1999, Amendment and Waiver No. 2 dated as of January 24, 2000,
Amendment and Waiver No. 3 Under the Loan Documents dated as of November 7,
2000, Amendment No. 4 Under the Loan Documents dated as of February 13, 2002 and
Amendment No. 5 Under the Loan Documents dated as of May 9, 2002 the "CREDIT
AGREEMENT") among United Industries Corporation, a Delaware corporation, (the
"BORROWER"), certain banks, financial institutions and other institutional
lenders party thereto, Bank of America, N.A. (formerly known as NationsBank,
N.A.) ("BANK OF AMERICA"), as Swing Line Bank and Initial Issuing Bank
thereunder, Banc of America Securities LLC (formerly known as NationsBanc
Montgomery Securities LLC) ("BAS") and Morgan Stanley Senior Funding, Inc.
("MSSF"), as Co-Arrangers therefor, Canadian Imperial Bank of Commerce, as
Documentation Agent therefor, MSSF, as Syndication Agent thereunder, BAS, as
Lead Arranger and Book Manager therefor, and Bank of America, as Administrative
Agent (the "ADMINISTRATIVE AGENT") for the Lender Parties thereunder.
Capitalized terms not otherwise defined in this Amendment shall have the same
meanings as specified therefore in the Credit Agreement.
PRELIMINARY STATEMENTS
(1) The Borrower wishes to enter into a series of transactions with
Bayer Corporation, an Indiana corporation ("BAYER"), and Bayer Advanced, LLC, a
Delaware limited liability company ("BAYER ADVANCED" and together with Bayer,
the "BAYER PARTIES") which include (i) an assignment of promissory notes (the
"PURSELL NOTES") from the Bayer Parties to the Borrower; (ii) the issuance and
sale of stock from the Borrower to the Bayer Parties; (iii) the execution of an
In-Store Service Agreement by and between the Borrower and the Bayer Parties;
and (iv) the execution of a Supply Agreement between the Borrower and Bayer (the
transactions described in clauses (i) through (iv) being collectively the "BAYER
TRANSACTION"). Except for the Pursell Notes, the documents evidencing the Bayer
Transaction are referred to herein as the "BAYER TRANSACTION DOCUMENTS".
(2) The Borrower has entered into a Closing Agreement dated as of
June 7, 2002 (the "CLOSING AGREEMENT") with the Bayer Parties which sets forth
the requirements for the closing of the Bayer Transaction.
(3) The Borrower has requested that the Lender Parties agree to amend
and otherwise modify the Credit Agreement in order to permit the Borrower to
enter into the Bayer Transaction.
(4) The Lender Parties have indicated their willingness to agree to
so amend and otherwise modify the Credit Agreement on the terms and subject to
the satisfaction of the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto hereby agree as follows:
SECTION 1. AMENDMENTS AND MODIFICATIONS OF CERTAIN PROVISIONS OF THE
CREDIT AGREEMENT. The Credit Agreement is, effective as of the Amendment No. 6
Effective Date (as defined below), hereby amended as follows:
(a) Section 1.01 is hereby amended by adding the following new
definitions in the appropriate alphabetical order:
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"BAYER" means Bayer Corporation, an Indiana corporation.
"BAYER ADVANCED" means Bayer Advanced LLC, a Delaware limited
liability company.
"BAYER PARTIES" means, collectively, Bayer and Bayer Advanced.
"BAYER TRANSACTION" means that series of transactions between the
Borrower and the Bayer Parties contemplated in the Bayer Transaction
Documents.
"BAYER TRANSACTION DOCUMENTS" means the Closing Agreement, the
Exchange Agreement, the In-Store Service Agreement and the Supply
Agreement and all of the other agreements and documents (other than
the Pursell Notes) entered into in connection therewith.
"CLOSING AGREEMENT" means the Closing Agreement dated as of June
7, 2002 by and among the Borrower and the Bayer Parties, as such
agreement may be amended, supplemented or otherwise modified hereafter
from time to time in accordance with the terms thereof, but solely to
the extent not prohibited under the terms of the Loan Documents.
"EXCHANGE AGREEMENT" means the Exchange Agreement dated as of
June ___, 2002 by and among the Borrower and the Bayer Parties, as
such agreement may be amended, supplemented or otherwise modified
hereafter from time to time in accordance with the terms thereof, but
solely to the extent not prohibited under the terms of the Loan
Documents.
"IN-STORE SERVICE AGREEMENT" means the In-Store Service Agreement
dated as of June ___, 2002, by and among the Borrower and the Bayer
Parties, as such agreement may be amended, supplemented or otherwise
modified hereafter from time to time in accordance with the terms
thereof, but solely to the extent not prohibited under the terms of
the Loan Documents.
"PURSELL" means Pursell Industries, Inc., a Delaware corporation.
"PURSELL NOTES" means the notes issued by Pursell to Bayer and
assigned to the Borrower in connection with the Bayer Transaction.
"SUPPLY AGREEMENT" means the Supply Agreement dated as of June 7,
2002 by and among the Borrower and Bayer, as such agreement may be
amended, supplemented or otherwise modified hereafter from time to
time in accordance with the terms thereof, but solely to the extent
not prohibited under the terms of the Loan Documents.
(b) Section 2.06 (b)(ii)(C) is hereby amended in its entirety to read
as follows:
"(C) the issuance or sale by the Borrower or any of its
Subsidiaries of any Equity Interests therein (other than any Permitted
Affiliate Investment, any issuance or sale in connection with the
Bayer Transaction or any Equity Interests expressly permitted to be
issued and sold pursuant to clause (i), (ii), (vi), (ix) or (x) of
Section 5.02 (f));"
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(e) Section 5.01(j) is hereby amended by (i) removing the word "and"
at the end of subsection (vi), (ii) deleting the punctuation "." at the end
of subsection (vii) and substituting therefor the phrase "; and", and (iii)
adding immediately after subsection (vii), a new subsection (viii) to read
as follows:
"(viii) the performance by the Borrower of its obligations under
the Bayer Transaction Documents."
(d) Section 5.02 (e) is hereby amended by (i) removing the word "and"
at the end of subsection (ix)(F), (ii) deleting the punctuation "." at the
end of subsection (x)(4) and substituting therefor the phrase "; and", and
(iii) adding immediately after subsection (x)(4), a new subsection (xi) to
read as follows:
"(xi) (A) the Pursell Notes received by the Borrower in
connection with the Bayer Transaction, (B) any Equity Interests in
Pursell received by the Borrower in exchange for such Pursell Notes,
and (C) any other assets received by the Borrower in exchange for such
Pursell Notes so long as the fair market value of such assets is equal
to or greater than the fair market value of such Pursell Notes, and,
in the case of clauses (B) and (C) above, the receipt by the Borrower
of such Equity Interests or other assets does not cause the Borrower
to incur any material liabilities (actual or contingent)."
SECTION 2. WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Upon
the occurrence of the Amendment No. 6 Effective Date, the Lender Parties hereby
agree to waive the requirements of Section 5.02(f) of the Credit Agreement,
solely with respect to the Bayer Transaction.
SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AMENDMENT. This Amendment shall become effective as of the first date on which
the Administrative Agent shall have received counterparts of this Amendment
executed by the Borrower and the Required Lenders or, as to any of the Lender
Parties, advice satisfactory to the Administrative Agent that such Lender Party
has executed this Amendment. Sections 1 and 2 of this Amendment shall become
effective as of the first date (the "AMENDMENT NO. 6 EFFECTIVE DATE") on which,
and only if, each of the following conditions precedent shall have been
satisfied:
(a) The Administrative Agent shall have received the Consent attached
hereto executed by the Borrower and UIC Holdings, L.L.C.
(b) The Administrative Agent shall have received, in sufficient
copies for each Lender, executed copies of the Bayer Transaction Documents,
in form and substance satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received the Pursell Notes
duly endorsed in blank.
(d) All of the consents, approvals and authorizations of, and notices
and filings to or with, and other actions by, any governmental or
regulatory authority or any other Person necessary in connection with this
Amendment or any of the other transactions contemplated hereby shall have
been obtained (without the imposition of any conditions that are not
reasonably acceptable to the Required Lenders) and shall remain in full
force and effect; and no law, rule or regulation shall be applicable in the
reasonable judgment of the Required Lenders that restrains, prevents or
imposes materially adverse conditions upon this Amendment, the Bayer
Transaction or any of the other transactions contemplated hereby.
3
<Page>
(e) The representations and warranties contained in each of the Loan
Documents shall be true and correct in all material respects on and as of
the Amendment No. 6 Effective Date, before and after giving effect to this
Amendment, as though made on and as of such date (except (i) for any such
representation and warranty that, by its terms, refers to a specific date
other than the Amendment No. 6 Effective Date, in which case as of such
specific date, and (ii) that the financial statements of the Borrower
referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall
be deemed to refer to the Consolidated financial statements of the Borrower
and its Subsidiaries comprising part of the Required Financial Information
most recently delivered to the Administrative Agent and the Lender Parties
pursuant to Sections 5.03(c) and 5.03(d) of the Credit Agreement,
respectively, on or prior to the Amendment No. 6 Effective Date).
(f) No event shall have occurred and be continuing or shall result
from the effectiveness of this Amendment that constitutes a Default.
(g) All of the accrued fees and expenses of the Administrative Agent,
the Lead Arranger and Book Manager and the Lender Parties (including the
accrued fees and expenses of counsel for the Agents) that are then due and
payable shall have been paid in full.
(h) The Administrative Agent shall have received on or before the
Amendment No. 6 Effective Date the following, each dated such date (unless
otherwise specified), in form and substance satisfactory to the
Administrative Agent and in sufficient copies for each Lender Party:
(i) Certified copies of the resolutions of the Board of
Directors of the Borrower approving this Amendment, and of all
documents evidencing other necessary corporate action and governmental
and other third party approvals and consents, if any, with respect to
this Amendment.
(ii) A certificate of the Secretary or an Assistant Secretary
of the Borrower certifying the names and true signatures of the
officers of the Borrower authorized to sign this Amendment and the
other documents to be delivered hereunder.
(iii) Such financial, business and other information regarding
the Borrower and its property, assets and businesses as the
Administrative Agent or the Lender Parties shall have requested.
(iv) Such other opinions, certificates, documents and
information as the Administrative Agent or the Required Lenders may
reasonably request.
The effectiveness of this Amendment is further conditioned upon the accuracy of
all of the factual matters described herein. This Amendment is subject to the
provisions of Section 8.01 of the Credit Agreement, except that no amendment or
waiver of any provision of this Section 3, nor consent to any departure by the
Parent Guarantor or the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Lenders.
SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the Amendment No. 6 Effective Date, each reference in the Credit Agreement
to "THIS AGREEMENT", "HEREUNDER", "HEREOF" or words of like import referring to
the Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended and otherwise modified by this Amendment.
4
<Page>
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as amended and otherwise modified by the amendments specifically
provided above in Sections 1 and 2, are and shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any of the
Secured Parties or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 5. COSTS AND EXPENSES. The Borrower hereby agrees to pay, upon
demand, all of the reasonable costs and expenses of the Administrative Agent and
the Lead Arranger and Book Manager (including, without limitation, the
reasonable fees and expenses of counsel for the Agents) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and all of the agreements, instruments and other documents
delivered or to be delivered in connection herewith, all in accordance with the
terms of Section 8.04 of the Credit Agreement.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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<Page>
THE BORROWER
UNITED INDUSTRIES CORPORATION
By /s/ Daniel J. Johnston
--------------------------------
Name: Daniel J. Johnston
Title: Executive Vice President and C.F.O.
THE AGENTS
BANK OF AMERICA, N.A.,
as Administrative Agent
By
--------------------------------
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Book Manager
and a Co-Arranger
By
--------------------------------
Name:
Title:
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THE BORROWER
UNITED INDUSTRIES CORPORATION
By
--------------------------------
Name:
Title:
THE AGENTS
BANK OF AMERICA, N.A.,
as Administrative Agent
By /s/ Kathleen M. Carry
---------------------------------
Name: Kathleen M. Carry
Title: Vice President
BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Book Manager
and a Co-Arranger
By
--------------------------------
Name:
Title:
<Page>
THE BORROWER
UNITED INDUSTRIES CORPORATION
By
--------------------------------
Name:
Title:
THE AGENTS
BANK OF AMERICA, N.A.,
as Administrative Agent
By
--------------------------------
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Book Manager
and a Co-Arranger
By /s/ Bradford Jones
---------------------------------
Name: Bradford Jones
Title: Managing Director
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THE LENDER PARTIES
BANK OF AMERICA, N.A.,
as a Lender and the Intitial Issuing Bank
By /s/ M. Thomas [ILLEGIBLE]
---------------------------------
Name: M. Thomas [ILLEGIBLE]
Title: Managing Director
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ARAB BANKING CORPORATION
-----------------------------------
[Type or print name of Lender]
By /s/ Robert J. Ivosevich
---------------------------------
Name: Robert J. Ivosevich
Title: Deputy General Manager
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ARES Leveraged Investment Ares V CLO Ltd.
Fund II, L.P.
By: ARES Management II, L.P. By: Ares CLO Management V, L.P.
Its: General Partner Investment Manager
By: /s/ Seth J. Brufsky
----------------------------- By: Ares CLO GP V, LLC
Name: Seth J. Brufsky Its Managing Member
Title: Vice President
By: /s/ Seth J. Brufsky
-----------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES III CLO Ltd.
By: ARES CLO Management, LLC
Its: Investment Manager Ares VI CLO Ltd.
By: /s/ Seth J. Brufsky By: Ares CLO GP VI, LLC
---------------------------- Its Managing Member
Name: Seth J. Brufsky
Title: Vice President
By: /s/ Seth J. Brufsky
-----------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES IV CLO LTD.
By: ARES CLO Management IV, L.P.
Investment Manager
By: ARES CLO Management IV, LLC
Its: Managing Manager
By: /s/ Seth J. Brufsky
-----------------------------
Name: Seth J. Brufsky
Title: Vice President
<Page>
[ILLEGIBLE] CLO 2002-1 Ltd, by Stein Roe
Fornham Incorporated As Investment Manager
-------------------------------------------
[Type or print name or Lender]
By /s/ James R. Fellows
-----------------------------
Name: James R. Fellows
Title: Sr. Vice President &
Portfolio Manager
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Bank LEUMI USA
---------------------------------------------
[Type or print name of Lender]
By /s/ Joung Hee Hong
-----------------------------------------
Name: Joung Hee Hong
Title: Vice President
<Page>
BANK PEKAO SA (AKA BANK POLSKA KASA OPIEKI, SA)
----------------------------------------------
By /s/ William G. Reynolds
-----------------------------------------
Name: William G. Reynolds
Title: Vice President
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BAY VIEW FINANCIAL CORPORATION
By /s/ Sean M. Spring
-----------------------------------------
Name: Sean M. Spring
Title: Senior Vice President
<Page>
City National Bank
--------------------------------------------
[Type or print name of Lender]
By /s/ David Morrison
-----------------------------------------
Name: David Morrison
Title: Vice President
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[ILLEGIBLE] Bank
-----------------------------------
[Type or print name of Lender]
By /s/ Neran Shaya
-----------------------------------------
Name: Neran Shaya
Title: Vice President
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EA/Cayman Unit Trust EA/Mackey
High Yield Cayman Unit Trust
---------------------------------------------
[Type or print name of Lender]
By /s/ Robert Nisi
-----------------------------------------
Name: Robert Nisi
Title: General Counsel
Mackay Shields, LLC
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ELC (Cayman) Ltd. CDO Series 1999-I, as
a Lender
By: Institutional Debt Management, Inc., as
Collateral Manager
By: /s/ Michael Audino
-----------------------------------------
Name: Michael Audino
Title: Vice President
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ELF FUNDING TRUST III
By: New York Life Investment Management, LLC,
as Attorney-in-Fact
By: /s/ Robert H. Dial
---------------------------------------
Name: Robert H. Dial
Title: Vice President
<Page>
FIRST BANK
-------------------------------------------
[Type of print name of Lender]
By: /s/ Brenda J. Laux
---------------------------------------
Name: Brenda J. Laux
Title: Executive Vice President
<Page>
Gallatin Funding I Ltd.
By: Bear Stearns Asset Management Inc.
as its Collateral Manager
By: /s/ Niell D. Rosenewig
------------------------------------
Name: Niell D. Rosenewig
Title: Associate Director
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Hamilton CDO, Ltd.
By: Stanfield Capital
Partners LLC
As Its Collateral Manager
----------------------------------------
[Type or print name of Lender]
By /s/ Gregory L. Smith
------------------------------------
Name: Gregory L. Smith
Title: Partner
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Barch CLO I, Ltd.
----------------------------------------
[Type or print name of Lender]
By: /s/ Michael E. Lewitt
------------------------------------
Name: Michael E. Lewitt
Title: Authorized Signatory
<Page>
Heller Financial, Inc.
----------------------------------------
Name of Lender
By: /s/ Robert M. Kadlick
------------------------------------
Name: Robert M. Kadlick
Title: Duly Authorized Signatory
<Page>
IKB Deutsche Industriebank AG
Luxembourg Branch
----------------------------------------
[Type or print name of Lender]
By: /s/ Ana Bohorquez
------------------------------------
Name: Ana Bohorquez
Title: Assistant Director
By: /s/ Manfred Ziwey
------------------------------------
Name: Manfred Ziwey
Title: Director
<Page>
Illinois Municipal Retirement
Fund - High Yield
----------------------------------------
[Type or print name of Lender]
By: /s/ Robert Nisi
------------------------------------
Name: Robert Nisi
Title: General Counsel
Mackay Shields, LLC
<Page>
Key Corporate Capital Inc.
----------------------------------------
[Type or print name of Lender]
By: /s/ Robert F. Pollis, Jr.
------------------------------------
Name: Robert F. Pollis, Jr.
Title: Senior Vice President
<Page>
KZH RIVERSIDE LLC
----------------------------------------
By: /s/ Susan Lee
------------------------------------
Name: Susan Lee
Title: Authorized Agent
<Page>
KZH SOLEIL LLC
----------------------------------------
By: /s/ Susan Lee
------------------------------------
Name: Susan Lee
Title: Authorized Agent
<Page>
KZH SOLEIL -2 LLC
----------------------------------------
By: /s/ Susan Lee
------------------------------------
Name: Susan Lee
Title: Authorized Agent
<Page>
Liberty-Stein Roe Advisor Floating Rate
Advantage Fund,
by Stein Roe & Barnham Incorporated,
as Advisor
----------------------------------------
[Type or print name of Lender]
By /s/ James R. Fellows
------------------------------------
Name: James R. Fellows
Title: Sr. Vice President &
Portfolio Manager
<Page>
Mainstay VP Series Fund, Inc, on
behalf of its High Yield Corporate Bond
Portfolio
----------------------------------------
[Type or print name of Lender]
By /s/ Robert Nisi
------------------------------------
Name: Robert Nisi
Title: General Counsel
MacKay Shields, LLC
<Page>
The Mainstay Funds, on behalf of its
High Yield Corporate Bond Fund Series
----------------------------------------
[Type or print name of Lender]
By: /s/ Robert Nisi
------------------------------------
Name: Robert Nisi
Title: General Counsel
MacKay Shields, LLC
<Page>
Mizuko Corporate Bank Limited
(f.k.a. Fuji Bank Limited)
----------------------------------------
[Type or print name of Lender]
By /s/ Nobuoki Koike
------------------------------------
Name: Nobuoki Koike
Title: Senior Vice President
<Page>
NATIONAL CITY BANK
----------------------------------------
[Type or print name of Lender]
By /s/ Kevin M. Knopf
------------------------------------
Name: Kevin M. Knopf
Title: Assistant Vice President
<Page>
NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
By: New York Life Investment Management, LLC,
its Investment Manager
By: /s/ Robert H. Dial
------------------------------------
Name: Robert H. Dial
Title: Vice President
<Page>
NEW YORK LIFE INSURANCE COMPANY
By: /s/ Robert H. Dial
-------------------------------------
Name: Robert H. Dial
Title: Investment Vice President
<Page>
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
----------------------------------------
[Type or print name of Lender]
By /s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
SRF TRADING, INC.
----------------------------------------
By /s/ Diana L. Mushill
-------------------------------------
Name: Diana L. Mushill
Title: Asst. Vice President
<Page>
Stanfield CDO, Ltd.,
By: Stanfield Capital Partners LLC
as its Collateral Manager
----------------------------------------
[Type or print name of Lender]
By /s/ Gregory L. Smith
-------------------------------------
Name: Gregory L. Smith
Title: Partner
<Page>
Stanfield Arbitrage CLO, Ltd.,
By: Stanfield Capital Partners LLC
as its Collateral Manager
----------------------------------------
[Type or print name of Lender]
By: /s/ Gregory L. Smith
-------------------------------------
Name: Gregory L. Smith
Title: Partner
<Page>
Stein Roe & Farnham CLO I Ltd.,
by Stein Roe & Farnham
Incorporated,
As Portfolio Manager
----------------------------------------
[Type or print name of Lender]
By /s/ James R. Fellows
-------------------------------------
Name: James R. Fellows
Title: Sr. Vice President &
Portfolio Manager
<Page>
Stein Roe Floating Rate Limited
Liability Company
----------------------------------------
[Type or print name of Lender]
By: /s/ James R. Fellows
-------------------------------------
Name: James R. Fellows
Title: Senior Vice President
Stein Roe & Farnham
Incorporated,
as Advisor to the Stein Roe
Floating Rate Limited
Liability Company
<Page>
SunAmerica Senior Floating Rate
Fund Inc.
By: Stanfield Capital Partners LLC
as subadvisor
----------------------------------------
[Type or print name of Lender]
By /s/ Gregory L. Smith
-------------------------------------
Name: Gregory L. Smith
Title: Partner
<Page>
Windsor Loan Funding, Limited
By: Stanfield Capital Partners LLC
as its Investment Manager
----------------------------------------
[Type or print name of Lender]
By: /s/ Gregory L. Smith
-------------------------------------
Name: Gregory L. Smith
Title: Partner
<Page>
CONSENT
Reference is made to (a) Amendment No. 6 to the Credit Agreement dated
as of June 14, 2002 (the "AMENDMENT"; capitalized terms not otherwise defined
herein being used herein as defined in the Amendment and in the Credit Agreement
referred to below), (b) the Amended and Restated Credit Agreement dated as of
March 24, 1999 (as amended and otherwise modified by Waiver No. 1 dated as of
December 30, 1999, Amendment and Waiver No. 2 dated as of January 24, 2000,
Amendment and Waiver No. 3 Under the Loan Documents dated as of November 7,
2000, Amendment No. 4 Under the Loan Documents dated as of February 13, 2002 and
Amendment No. 5 Under the Loan Documents dated as of May 9, 2002 the "CREDIT
AGREEMENT") among United Industries Corporation, a Delaware corporation (the
"BORROWER"), certain banks, financial institutions and other institutional
lenders party thereto, Bank of America, N.A. (formerly known as NationsBank,
N.A.) ("BANK OF AMERICA"), as Swing Line Bank and Initial Issuing Bank
thereunder, Banc of America Securities LLC (formerly known as NationsBanc
Montgomery Securities LLC) ("BAS") and Morgan Stanley Senior Funding, Inc.
("MSSF"), as Co-Arrangers therefore, Canadian Imperial Bank of Commerce, as
Documentation Agent therefore, MSSF, as Syndication Agent thereunder, BAS, as
Lead Arranger and Book Manager therefore, and Bank of America, as Administrative
Agent (the "ADMINISTRATIVE AGENT") for the Lender Parties thereunder, and (c)
the other Loan Documents referred to therein.
The Borrower, in its capacity as (a) a Grantor under the Security
Agreement and (b) a Grantor under each IP Security Agreement--Short Form, and
UIC Holdings, L.L.C., a Delaware limited liability company, in its capacity as a
party to the Holdings LLC Agreement, each hereby consents to the execution,
delivery and the performance of the Amendment and agrees that:
(A) each of the Security Agreement, the Copyright Security
Agreement--Short Form, the Trademark Security Agreement--Short Form, the
Patent Security Agreement--Short Form and the Holdings LLC Agreement to
which it is a party is, and shall continue to be, in full force and effect
and is hereby in all respects ratified and confirmed on the Amendment No. 6
Effective Date, except that, on and after the Amendment No. 6 Effective
Date, each reference to "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF",
"THEREIN" or words of like import referring to the Credit Agreement shall
mean and be a reference to the Credit Agreement, as amended and otherwise
modified by the Amendment; and
(B) as of the Amendment No. 6 Effective Date, the Security Agreement
the Copyright Security Agreement--Short Form, the Trademark Security
Agreement--Short Form and the Patent Security Agreement--Short Form to
which it is a party and all of the Collateral of such Person described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.
UNITED INDUSTRIES CORPORATION
By /s/ Daniel J. Johnston
-------------------------------------
Name: Daniel J. Johnston
Title: Executive Vice President &
C.F.O
<Page>
UIC HOLDINGS, L.L.C.
By Thomas H. Lee Equity Fund IV, L.P.,
as Manager
By Thomas H. Lee Company,
Its general partner
By /s/ Scott A. Schoen
------------------------------
Name: Scott A. Schoen
Title:
2