US HOME & GARDEN INC
SIXTH AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>4
<FILENAME>d27120_ex10-26.txt
<DESCRIPTION>SIXTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>

                 SIXTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

     This Sixth Amendment and Waiver (the "Amendment") dated as of March 16,
2001, is between Bank of America, N.A. (the "'Bank"), formerly known as Bank of
America National Trust and Savings Association, and U.S. Home & Garden Inc. (the
"Borrower").

                                    RECITALS

     A. The Bank and the Borrower entered into a certain Credit Agreement as of
October 12, 1998, as previously amended (the "Agreement").

     B. The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT

     1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendment. The Agreement is hereby amended as follows:

          2.1. In Section 1.1, the following definitions are hereby amended and
     restated in their entirety as follows:

               "Applicable Margin" means

               (i) with respect to Facility 1 Loans:

                         (A) for Base Rate Loans, 0.375% for the period prior to
                    February 16, 2001, and 1.375% for the period on and after
                    February 16, 2001;

                         (B) for Offshore Rate Loans, 1.625% for the period
                    prior to February 16, 2001, and 2.625% for the period on and
                    after February 16, 2001;

               (ii) with respect to Facility 2 Loans:

                         (A) for Base Rate Loans, 0.125% for the period prior to
                    February 16, 2001, and 1.125% for the period on and after
                    February 16,2001;

                         (B) for Offshore Rate Loans, 1,375% for the period
                    prior to February 16, 2001, and 2.375% for the period on and
                    after February 16, 2001;

               "Facility 1 Commitment" means the agreement of the Bank to lend
               under Section 2.1 (a) in an aggregate amount at any time
               outstanding not exceeding $15,000,000, less the cumulative
               amounts of all reductions in the Facility 1 Commitment pursuant
               to Section 2.5 or Section 2.7.


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<PAGE>

          2.2. Section 1.1 is hereby further amended to add the definition of
     "Sixth Amendment Agreement," to be inserted in appropriate alphabetical
     order, as follows:

               "Sixth Amendment Agreement" means that certain Sixth Amendment
          and Waiver, dated as of March 16, 2001, between Bank and Borrower.

          2.3. Subsection (a)(2)(C) of Section 2.3 is hereby amended and
     restated in its entirety, as follows:

                    (C) the Type of Loan; provided that on and after February
               16, 2001, only Base Rate Loans shall be available; and

          2.4. Subsection (a) of Section 2.4 is hereby amended and restated in
     its entirety as follows:

                    (a) The Borrower may, upon irrevocable written notice to the
               Bank in accordance with subsection 2.4(b):

                         (i) elect, as of any Business Day, in the case or Base
                    Rate Loans, or as of the last day of the applicable Interest
                    Period, in the case of any other Type of Loans, to convert
                    any such Loans (or any part thereof in an amount not less
                    than $500,000 or any multiple thereof) into Loans of any
                    other Type; or

                         (ii) elect, as of the last day of the applicable
                    Interest Period, to continue any Loans having Interest
                    Periods expiring on such day (or any part thereof in an
                    amount not less than $500,000 or any multiple thereof);

                    provided that (i) if at any time the amount of any Offshore
                    Rate Loans is reduced, by payment, prepayment, or conversion
                    of part thereof to be less than $500,000, such Offshore Rate
                    Loans shall automatically convert into Base Rate Loans. and
                    on and after such date the right of the Borrower to continue
                    such Loans as, and convert such Loans into Offshore Rate
                    Loans shall terminate, and (ii) on and after February 16,
                    200 1, Borrower may no longer elect to convert to Offshore
                    Rate Loans or elect to continue existing Offshore Rate
                    Loans.

          2.5. Section 6.1 is hereby amended by (a) deleting the word "and"
     following the semicolon in Section 6.1(d); (b) changing the period at the
     end of Section 6.1 (e) to a semicolon and inserting the word "and"
     following such semicolon; and (c) inserting a new Section 6.1(f) that reads
     in its entirety, as follows:

                    (f) as soon as available, but not later than 30 days after
               the end of each month, commencing with the month ending January
               31, 2001, a copy of the unaudited consolidated balance sheet of
               the Borrower and its Subsidiaries as of the end of such month and
               the related consolidated statements of income, shareholders'
               equity and cash flows for the period commencing on the first day
               and ending on the last day of such month, and certified by a
               Responsible Officer as fairly presenting, in accordance with GAAP
               (subject to ordinary, good faith year-end audit adjustments), the
               financial position and the results of operations of the Borrower
               and the Subsidiaries;


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<PAGE>

          2.6. Subsection (c) of Section 6.2 is hereby amended and restated in
     its entirety, as follows:

                    (c) (i) Within 60 days after the beginning of each fiscal
               year, Financial Projections for the period commencing with such
               fiscal year; and (ii) as soon as available but by no later than
               April 16, 2001, monthly Financial Projections for the period
               February 28, 2001 through September 30, 2001;

          2.7. Section 6.10 is hereby amended and restated in its entirety, as
     follows:

                    6.10 Inspection of Property and Books and Records. The
               Borrower shall maintain and shall cause each Subsidiary to
               maintain proper books of record and account, in which full, true
               and correct entries in conformity with GAAP consistently applied
               shall be made of all financial transactions and matters involving
               the assets and business of the Borrower and such Subsidiary. The
               Borrower shall permit, and shall cause each Subsidiary to permit,
               representatives and independent contractors of the Bank to visit
               and inspect any of their respective properties, to examine their
               respective corporate, financial and operating records, and make
               copies thereof or abstracts therefrom, and to discuss their
               respective affairs, finances and accounts with their respective
               directors, officers, and independent public accountants. all at
               the expense of the Borrower and at such reasonable times during
               normal business hours and as often as may be reasonably desired,
               upon reasonable advance notice to the Borrower; provided that
               when an Event of Default exists the Bank may do any of the
               foregoing at any time during normal business hours and without
               advance notice. Without limiting the generality of the foregoing,
               in connection with execution of the Sixth Amendment Agreement,
               Borrower agrees to Bank's audit of Borrower's working capital
               accounts, with all costs to be borne by Borrower.

          2.8. Section 7.4(h) is hereby amended and restated in its entirety, as
     follows;

                    (h) cash investments in Trust Preferred Securities in an
               aggregate amount for all such payments after the Closing Date not
               exceeding $2, 947,235, which amount is in addition to the
               aggregate amount of such payments permitted under Section 7.11 (
               d) below; provided that no such investments shall occur after the
               date of the Sixth Amendment Agreement.

          2.9. Section 7.4 is hereby amended to add, by inserting after the end
     of Section 7.4(h), as follows:

               provided that no Acquisitions shall occur after the date of the
               Sixth Amendment Agreement.

          2.10. Section 7.11(d) is hereby amended and restated in its entirety,
     as follows.

                    (d) purchase, redeem or otherwise acquire Trust Preferred
               Securities, shares of its capital stock or warrants, rights or
               options to acquire any shares of its capital stock for cash (i)
               in an aggregate amount for all such payments after the Closing
               Date (excluding payments for Trust Preferred Securities) not
               exceeding $6,074,000 and (ii) with respect to Trust Preferred
               Securities, in an aggregate amount not exceeding $1,000,000 for
               all such


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<PAGE>

               payments after the Closing Date; provided that immediately after
               giving effect to such proposed action, no Default would exist,
               and provided further that (i) payments for Trust Preferred
               Securities must be made with the Borrower's own cash and not with
               proceeds of Facility 1 Loans and (ii) no such purchases,
               redemptions or acquisitions shall occur after the date of the
               Sixth Amendment Agreement.

     3. Terms of Waiver.

          3.1. The Bank hereby waives compliance by the Borrower with respect to
     (a) Section 7.18(b) for the four fiscal quarter period ending December 31,
     2000; provided that Borrower's Leverage Ratio for such period shall in no
     case exceed 6.82:1.00, (b) Section 7.18(d) of the Agreement for the four
     fiscal quarter period ending December 31, 2000; provided that Borrower's
     Consolidated EBITDA (Ampro Adjusted) is not less than $12,500,000 for the
     four fiscal quarter period ending December 31, 2000, and ( c) Section 7.4
     of the Agreement with respect to any equity investments in or capital
     contributions to E*Garden, Inc., a [Delaware] corporation ("E-Garden")
     prior to the date of this Amendment; provided that the total amount of such
     equity investments and capital contributions shall not exceed $14,000,000
     (collectively, the "Waived Events").

          3.2. The waiver granted herein is a limited waiver relating solely to
     the Waived Events, and the Borrower understands and acknowledges that:

                    (a) the Borrower is obligated to comply with each and every
               other term, provision and condition (including the conditions of
               lending) of the Agreement, except for the Waived Events;

                    (b) the waiver granted herein shall not preclude the future
               exercise of any right, remedy, power or privilege that Bank may
               have with respect to any further failure by the Borrower to
               comply with the provisions of the Agreement relating to the
               Waived Events;

                    (c) the Bank reserves and retain its rights and remedies
               with respect to any Default (other than the Waived Events) under
               the Agreement; and

                    (d) such waiver shall not entitle. or imply any consent or
               agreement to any further or future modification of, amendment to,
               waiver of, or consent with respect to any provision of the
               Agreement or any other Loan Document.

     4. Representations and Warranties. When the Borrower signs this Amendment,
the Borrower represents and warrants to the Bank that:

          4.1. No Default or Event of Default has occurred or is continuing
     under the Agreement except those Defaults or Events of Default, if any,
     that have been disclosed in writing to the Bank or waived in writing by the
     Bank.

          4.2. The representations and warranties in the Agreement are true as
     of the date of this Amendment as if made on the date of this Amendment
     except to the extent such representations and warranties expressly refer to
     an earlier date, in which case they are true and correct as of such earlier
     date.

          4.3. The execution, delivery and performance by the Borrower of this
     Amendment have been duly authorized by all necessary corporate and other
     action and do not and will not require any


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<PAGE>

     registration with, consent or approval of, notice to or action by, and
     Person (including any Governmental Authority) in order to be effective and
     enforceable. The Agreement is amended by this Amendment constitutes the
     legal, valid and binding obligations of the Borrower, enforceable against
     it in accordance with its respective terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency. or similar laws affecting the
     enforcement of creditors' rights generally or by equitable principles
     relating to enforceability.

     5. Amendment Fees. Borrower has paid to Bank an amendment fee (the
"Amendment Fee") in the amount of $175,000 in connection with this Amendment.
The Amendment Fee is fully earned and non-refundable, without regard to whether
this Amendment becomes otherwise effective.

     6. Effective Date. This Amendment will be effective on the date that all
conditions set forth below are satisfied:

          6.1. Receipt by Bank of a duly executed original of this Amendment
     signed by Borrower.

          6.2. Cash payment from E-Garden to Borrower in the form of capital
     contributions, repayment of debt, or loans (which loans shall be
     subordinated to Borrower's obligations to Bank on terms acceptable to Bank)
     in the minimum amount of $2,000,000.

     7. Reservation of Rights. The Borrower acknowledges and agrees that the
execution by the Bank of this Amendment shall not be deemed to create a course
of dealing or otherwise obligate the Bank to execute similar waivers under the
same or similar circumstances in the future.

     8. Miscellaneous.

          8.1. Except as herein expressly amended, all terms, covenants and
     provisions of the Agreement are and shall remain in full force and effect
     and all references therein and in the other Loan Documents to the Agreement
     shall henceforth refer to the Agreement as amended by this Amendment. This
     Amendment shall be deemed incorporated into, and a part of, the Agreement.
     This Amendment is a Loan Document

          8.2. This Amendment shall be binding upon and inure to the benefit of
     the parties hereto and to the Agreement and their respective successors and
     assigns. No third party beneficiaries are intended in connection with this
     Amendment.

          8.3. This Amendment shall be governed by and construed in accordance
     with the law of the State of California.

          8.4. This Amendment may be executed in any number of counterparts,
     each of which shall be deemed an original, but all such counterparts
     together shall constitute but one and the same instrument. Each of the
     parties hereto understands and agrees that this document (and any other
     document required herein) may be delivered by any party thereto either in
     the form of an executed original or an executed original sent by facsimile
     transmission to be followed promptly by mailing of a hard copy original,
     and that receipt by the Bank of a facsimile transmitted document
     purportedly bearing the signature of the Borrower shall bind the Borrower
     with the same force and effect as the delivery of a hard copy original. Any
     failure by the Bank to receive the hard copy executed original of such
     document shall not diminish the binding effect of receipt of the facsimile
     transmitted executed original of such document.


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<PAGE>

     9. Governing Law Submission to Jurisdiction and Waiver of Jury
Trial/Arbitration. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LA WS OF THE ST ATE OF CALIFORNIA AND IS SUBJECT TO
THE PROVISIONS OF SECTIONS 9.14 AND 9.15 OF THE AGREEMENT, RELATING TO
SUBMISSION TO JURISDICTION AND WAIVER OF JURY TRIAL/ARBITRATION, THE PROVISIONS
OF WHICH ARE BY THIS REFERENCE HEREBY INCORPORATED HEREIN IN FULL.

This Amendment is executed as of the date states at the beginning of this
Amendment.

                                     Bank of America, N.A. (formerly known as
                                     Bank of America National Trust and Savings
                                     Association)

                                     By
                                       -----------------------------------------

                                     Title Senior Vice President
                                          --------------------------------------

                                     By
                                       -----------------------------------------

                                     Title
                                          --------------------------------------


                                     U.S. Home & Garden Inc.

                                     By Robert Kassel
                                       -----------------------------------------

                                     Title COO
                                          --------------------------------------

                                     By
                                       -----------------------------------------

                                     Title
                                          --------------------------------------


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<PAGE>

                           REAFFIRMATION OF GUARANTORS

     Each of the undersigned (each, a "Guarantor," and, collectively, the
"Guarantors") acknowledges and agrees that such Guarantor has read .and is
familiar with, and consents to, all of the terms and conditions of the foregoing
Seventh Amendment Agreement dated as of May 15, 2001 (the "Amendment
Agreement"). In light of the foregoing, each of the undersigned confirms and
agrees that all of the terms and provisions of that certain Guaranty Agreement
dated as of October 13, 1998 (as amended or modified to the date hereof, the
"Guaranty"), executed by it in connection with the Credit Agreement are ratified
and reaffirmed. that the Guaranty shall continue in full force and effect.

     Although each Guarantor has been informed of the terms of the Amendment
Agreement, each Guarantor understands and agrees that the Bank has no duty to so
notify any Guarantor or to seek this or any future acknowledgement, consent, or
reaffirmation. and nothing contained herein shall create or imply any such duty
as to any transactions, past or future.

GUARANTORS:                              EASY GARDENER. INC.

                                         By Robert Kassel
                                           ---------------------------------

                                         Title VP & Secretary
                                              ------------------------------


                                         WEATHERLY CONSUMER PRODUCTS
                                         GROUP, INC.

                                         By Robert Kassel
                                           ---------------------------------

                                         Title VP & Secretary
                                              ------------------------------


                                         WEATHERLY CONSUMER PRODUCTS, INC.

                                         By Robert Kassel
                                           ---------------------------------

                                         Title VP & Secretary
                                              ------------------------------


                                         WEED WIZARD ACQUISITION CORP.

                                         By Robert Kassel
                                           ---------------------------------

                                         Title VP & Secretary
                                              ------------------------------


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<PAGE>

                                         GOLDEN WEST AGRI-PRODUCTS, INC.

                                         By Robert Kassel
                                           ---------------------------------

                                         Title COO
                                              ------------------------------


                                         AMPRO INDUSTRIES, INC.

                                         By Robert Kassel
                                           ---------------------------------

                                         Title VP & Secretary
                                              ------------------------------



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