WAIVER
AND AMENDMENT NO. 3 TO
LOAN AND SECURITY AGREEMENT This
Waiver and Amendment No. 3 to Loan and Security Agreement (this Amendment) dated as of October 20, 2005,
by and among LaSalle Business Credit, LLC, for itself, as a lender, and as
Agent (Agent) for the lenders (Lenders) from time to time party to the
Loan Agreement (as defined below), the Lenders party hereto, Easy Gardener
Products, Ltd., a Texas limited Partnership (Borrower), EYAS
International, Inc., a Texas corporation (EYAS),
E G Product Management, L.L.C., a Texas limited liability company (E G Product), E G, L.L.C., a
Nevada limited liability company (E G),
Weatherly Consumer Products Group, Inc., a Delaware corporation (WCP Group), Weatherly Consumer Products,
Inc., a Delaware corporation (WCP),
and NBU Group, LLC, a Texas limited liability company (NBU; Borrower, EYAS, E G Product,
E G, WCP Group, WCP and NBU are collectively referred to herein as the Credit Parties and each individually
as a
Credit Party). Preliminary
Statements Agent,
Lenders and Credit Parties entered into that certain Loan and Security
Agreement dated as of April 27, 2004 (as amended, restated or otherwise
modified from time to time, the Loan
Agreement). Capitalized terms used but not defined in this
Amendment shall have the meanings ascribed to such terms in the Loan Agreement. The
Credit Parties have requested that Agent and Lenders waive the Events of
Default that exist under the Loan Agreement as a result of Borrowers failure
to comply with subsection 9(c) with respect to the timely delivery of its
audited financial statements, and filing of 10-K report for the fiscal year
ending June 30, 2005 (the Fiscal Year 2005 Reporting Default)
subsection 14(b) of the Loan Agreement for the 12 month period ending June 30,
2005 (the June 2005 EBITDA Default) and subsection 14(c)
of the Loan Agreement for the 12 month period ending June 30, 2005 (the June 2005 Leverage Default; the Fiscal
Year 2005 Reporting Default, the June 2005 EBITDA Default and the June 2005
Leverage Default are collectively, the Existing Defaults). The
Credit Parties have further requested that Agent and Lenders amend the Loan
Agreement in certain respects, as set forth below. NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows: 1.
Waiver. Subject to the satisfaction of the conditions set forth herein,
Agent and Lenders hereby waive the Existing Defaults. The foregoing waiver
shall not constitute a waiver of any other Events of Default that may exist, or
a waiver of any future Events of Default that may occur (including, without
limitation, any Event of Default arising   from any other
breach of subsection 14(b) or 14(c) of the Loan Agreement as of any period
ending after June 30, 2005).

2.
Amendments to Loan Agreement. Subject to the satisfaction of the
conditions set forth herein, the Loan Agreement hereby is amended as follows:

(a)
The term EBITDA set forth in Section 1 of the Loan Agreement is amended and
restated in its entirety as follows:

EBITDA
 shall mean, with respect to any period, Borrowers and its Subsidiaries net
 income after taxes for such period (excluding any after-tax gains or losses
 on the sale of assets (other than the sale of Inventory in the ordinary
 course of business) and excluding other after-tax extraordinary gains or
 non-cash losses) plus interest expense, income tax expense,
 depreciation and amortization for such period, plus or minus
 any other non-cash charges or gains which have been subtracted or added in
 calculating net income after taxes for such period, all on a consolidated
 basis; provided, that (A) for any calculation of EBITDA pursuant
 to this Agreement, Permitted Transaction Costs shall be added to EBITDA to
 the extent such Permitted Transaction Costs are accrued by Borrower;
 (B) solely for the period ended June 30, 2005, the Credit Parties
 EBITDA shall be increased by the amount of the Fred Meyer Loss recognized
 during such period; (C) solely for the period ended September 30, 2005,
 the Credit Parties EBITDA shall be decreased by the amount of the Fred
 Meyer Gain recognized during such period; and (D) for any calculation of
 EBITDA pursuant to this Agreement, installments of the Performance Fee that
 are accrued by the Borrower in accordance with the terms and provisions of
 Section 6 of the Third Amendment to Term Loan and Security Agreement and
 Waiver with respect to the CapitalSource Agreements (the CapitalSource
 Third Amendment) shall be added to EBITDA. Permitted Transaction Costs
 shall mean the $50,000 amendment fee charged by Agent in connection with the
 execution and delivery of the Waiver and Amendment, No. 3 to Loan and
 Security Agreement (the Third Amendment), legal fees and expenses incurred
 by the Borrower in connection with the negotiation and documentation of the CapitalSource Third Amendment and the
 consummation of a Repayment Event (as that term is defined in the
 CapitalSource Third Amendment) and any other reasonable expenses payable by
 the Borrower related to consultants, investment bankers or appraisers engaged
 on behalf of the Borrower, CapitalSource or the CapitalSources counsel, as
 the case may be; provided, however, that such consultants,
 investment bankers or appraisers have been requested by the CapitalSource and
 the lenders under the CapitalSource Agreements; and provided, however,
 further that the fees and expenses covered by this definition of
 Permitted Transaction Costs shall not exceed $500,000 in the aggregate. Fred Meyer
 Loss shall mean, for any period, the amount of the loss incurred
 during such period in connection with the reversal of sales made to Fred
 Meyer and the treatment thereof as deferred income, provided, that-2-


such loss shall not exceed $309,000. Fred Meyer
 Gain shall mean, for any period, the amount of the gain incurred
 during such period in connection with the recognition of sales made to Fred
 Meyer that were previously treated as deferred income, provided that
 such gain shall not exceed $309,000.(b)
 Subsection 4(a) of the Loan Agreement is amended and restated in its entirety
 as follows:(a)
 Interest
 Rate.Subject
 to the terms and conditions set forth below, effective October 1, 2005,
 the Loans shall bear interest at the per annum rate of interest set forth in subsection
 (i), (ii) or (iii) below:(i)
 one percent (1.0%) per annum in excess of the Prime Rate in effect from time
 to time (provided, however, that such per annum rate shall be
 reduced to one-half of one percent (0.50%) per annum in excess of the Prime
 Rate in effect from time to time if Borrower and its Subsidiaries achieve a
 ratio of EBITDA to Fixed Charges in excess of 1.0 for the twelve month period
 ending on the last day of a fiscal quarter ending on or after December 31,
 2005, as evidenced by the financial statements to be delivered to Agent for
 the twelve month period ending on such date in accordance with subsection
 9(c) of this Agreement, from and following the date on which Agent receives
 such financial statements), payable on the last Business Day of each month in
 arrears. Said rate of interest shall increase or decrease by an amount equal
 to each increase or decrease in the Prime Rate effective on the effective
 date of each such change in the Prime Rate.(ii)
 three hundred seventy-five (375) basis points in excess of the LIBOR Rate for
 the applicable Interest Period, such rate to remain fixed for such Interest
 Period (provided, however, that such rate shall be reduced to
 three hundred twenty-five (325) basis points in excess of the LIBOR Rate for
 any new Interest Periods, such rate to remain fixed for such Interest
 Periods, if Borrower and its Subsidiaries achieve a ratio of EBITDA to Fixed
 Charges in excess of 1.0 for the twelve month period ending on the last day
 of a fiscal quarter ending on or after December 31, 2005, as evidenced by the
 financial statements to be delivered to Agent for the twelve month period
 ending on such date in accordance with subsection 9(c) of this Agreement,
 from and following the date on which Agent receives such financial
 statements). Interest Period shall mean any continuous period of (1)
 one, two (2) or three (3) months, as selected from time to time by Borrower
 by irrevocable notice (in writing, by telecopy, telex, electronic mail or
 cable) given to Agent not less than three (3) Business Days prior to the
 first day of each respective Interest Period; provided that: (A) each
 such period occurring after such initial period shall commence on the day on
 which the immediately preceding period expires; (B) the final Interest
 Period shall be such that its expiration occurs on-3-


or before the end of the Original Term or any
 Renewal Term; and (C) if for any reason Borrower shall fail to timely
 select a period, then such Loans shall continue as, or revert to, Prime Rate
 Loans. Interest shall be payable on the last Business Day of each month in
 arrears and on the last Business Day of such Interest Period.(iii)
 Upon the occurrence of an Event of Default and during the continuance
 thereof, the Loans shall bear interest at the rate of two percent (2.0%) per
 annum in excess of the interest rate otherwise payable thereon, which
 interest shall be payable on demand. All interest shall be calculated on the
 basis of a 360-day year.(c)
 Section 10 of the Loan Agreement is amended and restated in its entirety, as
 follows:10.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-4-


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).(d)
 Section 14 of the Loan Agreement is amended and restated in its entirety, as
 follows:14. FINANCIAL COVENANTS.The
 Companies shall maintain and keep in full force and effect each of the
 financial covenants set forth below:(a)Fixed
 Charge Coverage.The
 Companies shall not permit the ratio of EBITDA to Fixed Charges to be less
 than the ratio set forth below for the corresponding period set forth below:Period
 
 
 
 RatioTwelve months
 ending September 30, 2005
 
 0.84Twelve months
 ending December 31, 2005
 
 0.92Twelve months
 ending March 31, 2006
 
 0.96Twelve months
 ending June 30, 2006, and the twelve month period ending on the last day of
 each fiscal quarter thereafter
 
 1.09-5-


(b)EBITDA.Borrower
 shall not permit EBITDA to be less than the amount set forth below for the
 corresponding period set forth below:Period
 
 
 
 AmountTwelve months
 ending September 30, 2005
 
 $
 7,501,000Twelve months
 ending December 31, 2005
 
 $
 8,204,000Twelve months
 ending March 31, 2006
 
 $
 9,158,000Twelve months
 ending June 30, 2006, and the twelve month period ending on the last day of
 each fiscal quarter thereafter
 
 $
 11,700,000(c)Leverage.Borrower
 shall not permit the ratio of (a) the sum of its average daily outstanding
 Revolving Loans for the last month during the period of calculation, plus the
 amount of indebtedness owing by Borrower to CapitalSource Finance LLC under
 the CapitalSource Agreements (but excluding for purposes of this definition
 any installments of the Performance Fee that are accrued by the Borrower in
 accordance with the terms and provisions of Section 6 of the Third Amendment
 to the CapitalSource Agreements and any Permitted Transaction Costs that are
 actually paid by Borrower) as of any date of determination to (b) EBITDA for
 each period set forth below, to exceed the ratio set forth below for the
 corresponding period set forth below:Period
 
 
 
 AmountTwelve months
 ending September 30, 2005
 
 3.89:1.0Twelve months
 ending December 31, 2005
 
 3.39:1.0Twelve months
 ending March 31, 2006
 
 3.86:1.0Twelve months
 ending June 30, 2006, and the twelve month period ending on the last day of
 each fiscal quarter thereafter
 
 2.64:1.0-6-


(d)Capital Expenditure Limitations.Borrower
 and its Subsidiaries shall not make any Capital Expenditure if, after giving
 effect to such Capital Expenditure, the aggregate cost of all Capital
 Expenditures would exceed $2,300,000 during the twelve month period ending
 June 30, 2006 and the twelve month period ending each fiscal year thereafter.3. Representations and Warranties of Credit Parties. Each Credit Party
represents and warrants that, as of the date hereof:

(a)
Such Credit Party has the right and power and is duly authorized to enter into
this Amendment;

(b) No Event of Default or an event or condition which upon notice, lapse of
time or both would constitute an Event of Default has occurred and is
continuing, other than the Existing Defaults;

(c)
The execution, delivery and performance by such Credit Party of this Amendment
and the other agreements to which such Credit Party is a party (i) have been
duly authorized by all necessary action on its part; (ii) do not and will not,
by the lapse of time, giving of notice or otherwise, violate the provisions of
the terms of its Articles of Incorporation or Organization, By-Laws or
Operating Agreement, or of any mortgage, indenture, security agreement,
contract, undertaking or other agreement to which such Credit Party is a party,
or which purports to be binding on such Credit Party or any of its properties;
(iii) do not and will not, by lapse of time, the giving of notice or otherwise,
contravene any governmental restriction to which such Credit Party or any of
its properties may be subject; and (iv) do not and will not, except as
contemplated in the Loan Agreement, result in the imposition of any lien,
charge, security interest or encumbrance upon any of Borrowers properties
under any indenture, mortgage, deed of trust, loan or credit agreement or other
agreement or instrument to which such Credit Party is a party or which purports
to be binding on such Credit Party or any of its properties;

(d)
No consent, license, registration or approval of any governmental authority,
bureau or agency is required in connection with the execution, delivery,
performance, validity or enforceability of this Amendment; and

(e)
This Amendment has been duly executed and delivered by such Credit Party and is
enforceable against such Credit Party in accordance with its terms.

4.
Other Agreements.

(a) Inventory Appraisal. On or
before December 14, 2005, Borrower agrees to deliver to Agent an inventory
appraisal, in form and substance satisfactory to Agent, prepared by an
appraiser satisfactory to Agent. Failure to deliver such inventory appraisal on
or before December 14, 2005 shall constitute an Event of Default.

-7-


(b) Audited Financial Statements.
Borrower shall deliver to Agent, on or before October 25, 2005 updated and
audited financial statements for the Fiscal Year ending June 30, 2005.

(c) Consultant. Borrower shall
retain a consultant, on or before October 28, 2005. The identity of the
consultant must be acceptable to Agent and the terms and conditions of the
consultants retention must be acceptable to Agent.

5. Conditions Precedent. The effectiveness of this Amendment is
subject to the following conditions precedent:

(a)
Agent shall have received a fully-executed copy of this Amendment from Credit
Parties and Lenders, which shall be in form and substance satisfactory to
Agent;

(b)
Agent shall have received a fully-executed copy of a consent to this Amendment
and a waiver (waiving all existing defaults under the CapitalSource Agreements)
and amendment by CapitalSource Finance LLC of the CapitalSource Agreements,
each of which shall be in form and substance satisfactory to Agent and its
legal counsel;

(c)
Borrower shall pay to Agent an amendment fee in the amount of $50,000, which
fee shall be fully earned as of the date hereof and payable as follows: $25,000
on the date hereof and $25,000 on March 31, 2006. Such fee shall be distributed
by Agent to the Lenders in accordance with their Pro Rata Shares;

(d)
Borrower shall have delivered a list of all patents, trademarks and copyrights
that have been federally registered by any Company;

(e)
All proceedings taken in connection with the transactions contemplated by this
Amendment and all documents, instruments and other legal matters incident
thereto shall be satisfactory to Agent and its legal counsel; and

(f)
The absence of any Event of Default or any event which, if uncured, would
become an Event of Default after notice or lapse of time (or both), other than
the Existing Defaults.

6. Fees and Expenses. Borrower agrees to pay all legal fees and other expenses
incurred by Agent in connection with this Amendment.

7. Loan Agreement Remains in Force. Except as specifically modified hereby,
all of the terms and conditions of the Loan Agreement shall remain in full
force and effect and this Amendment shall not be a waiver of any rights or
remedies which Agent or Lenders have provided for in the Loan Agreement and all
such terms and conditions are herewith ratified, adopted, approved and
accepted.

8. No Novation. This Amendment is not intended to nor shall be construed to
create a novation or accord and satisfaction with respect to any of the
Liabilities.

-8-


9. Release.

(a)
In consideration of the agreements of Agent and Lenders contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each Company, on behalf of itself and its successors,
assigns, and other legal representatives, hereby absolutely, unconditionally
and irrevocably releases, remises and forever discharges Agent and Lenders, and
their respective successors and assigns, and their respective present and
former shareholders, Affiliates, Subsidiaries, divisions, predecessors,
directors, officers, attorneys, employees, agents and other representatives
(Agent and Lenders and all such other Persons being hereinafter referred to
collectively as the Releasees and individually as a Releasee),
of and from all demands, actions, causes of action, suits, covenants,
contracts, controversies, agreements, promises, sums of money, accounts, bills,
reckonings, damages and any and all other claims, counterclaims, defenses,
rights of set off, demands and liabilities whatsoever (individually, a Claim
and collectively, Claims) of every name and nature, known or
unknown, suspected or unsuspected, both at law and in equity, any Company or
any of Companies successors, assigns, or other legal representatives may now
or hereafter own, hold, have or claim to have against the Releasees or any of
them for, upon, or by reason of any circumstance, action, cause or thing
whatsoever which arises at any time on or prior to the day and date of this
Amendment, including, without limitation, for or on account of, or in relation
to, or in any way in connection with any Loan Agreement or transactions
thereunder or related thereto.

(b)
Each Company understands, acknowledges and agrees that the release set forth
above may be pleaded as a full and complete defense and may be used as a basis
for an injunction against any action, suit or other proceeding which may be
instituted, prosecuted or attempted in breach of the provisions of such
release.

(c)
Each Company agrees that no fact, event, circumstance, evidence or transaction
which could now be asserted or which may hereafter be discovered shall affect
in any manner the final, absolute and unconditional nature of the release set
forth above.

10. Severability. Any provision of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

11. Ratification. Except as expressly modified hereby and by any other
supplemental documents or instruments executed by either party hereto in order
to effectuate the transactions contemplated hereby, the Loan Agreement thereto
hereby are ratified and confirmed by the parties hereto and remain in full
force and effect in accordance with the terms thereof.

[Signature Pages Follow]

-9-


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.

LASALLE BUSINESS CREDIT, LLC,
 as Agent and a LenderBy
 /s/ Catherine SaccanyIts
 First Vice PresidentLASALLE BANK NATIONAL ASSOCIATION,
 as a LenderBy
 /s/ Adam LutostanskiIts
 AVPEASY GARDENER PRODUCTS, LTD.,as BorrowerBy
 /s/ Richard M. KurzIts
 CFOEYAS INTERNATIONAL, INC.,as a Credit PartyBy
 /s/ Richard M. KurzIts
 CFOE G PRODUCT MANAGEMENT, L.L.C.as a Credit
 PartyBy
 /s/ Richard M. KurzIts
 CFOE G, L.L.C.,as a Credit PartyBy
 /s/ Richard M. KurzIts
 CFOWEATHERLY CONSUMER PRODUCTS GROUP, INC., as a Credit
 PartyBy
 /s/ Richard M. KurzIts CFOWEATHERLY CONSUMER PRODUCTS, INC., as a Credit PartyBy
 /s/ Richard M. KurzIts
 CFONBU GROUP, LLC, as a Credit PartyBy
 /s/ Richard M. KurzIts
 CFO