<Page>


                                                                   Exhibit 10.35

                                                                  EXECUTION COPY

                   AMENDMENT NO. 7 UNDER THE CREDIT AGREEMENT

       Amendment dated of as September 30, 2002 (this "AMENDMENT") to the
Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended and
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 Credit
Agreement dated as of February 13, 2002, Amendment No. 5 dated as of May 9, 2002
and Amendment No. 6 Under the Credit Agreement dated as of June 14, 2002 the
"CREDIT AGREEMENT") among United Industries Corporation, a Delaware corporation
(the "BORROWER"), certain banks, financial institutions and other institutional
lenders party thereto (the "LENDER PARTIES"), 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 has entered into an Asset Purchase Agreement dated as of
September 23, 2002 (the "ASSET PURCHASE AGREEMENT") with Pursell Industries,
Inc., a Delaware corporation ("PURSELL"), BFC Acquisition Corp., a California
corporation, ("BFC") and Vigoro Acquisition Corp., a Delaware corporation
("VIGORO", and together with Pursell and BFC, the "PURSELL ENTITIES"), pursuant
to which the Borrower has agreed that it or its designee will purchase various
assets as more particularly described therein, including, without limitation,
raw materials, work in process, finished goods inventory and real and personal
property, and will release Pursell from its obligations under the Pursell Notes.
In addition, it is contemplated under the Asset Purchase Agreement that the
Borrower or its designee and Pursell will enter into a Tolling Agreement under
which Pursell will provide certain materials and manufacturing services, and
that the Borrower or its designee and Pursell or certain affiliates of Pursell
will enter into various other agreements as more fully provided in the Asset
Purchase Agreement (the Asset Purchase Agreement, the Tolling Agreement and such
other agreements being herein collectively called the "PURSELL AGREEMENTS", and
the transactions contemplated by the Pursell Agreements being herein called the
"PURSELL TRANSACTION").

       (2) The Borrower has requested that the Lender Parties agree to amend the
Credit Agreement in order to: (i) modify Section 5.02(d) to permit the Borrower
to release the Pursell Notes, (ii) modify Section 5.02(e) to permit the Borrower
to enter into the transactions contemplated in the Pursell Agreements, and (iii)
modify Section 5.02(g) of the Credit Agreement to increase the aggregate amount
of Capital Expenditures that the Borrower and its Subsidiaries are permitted to
make during any Fiscal Year to $10,000,000.

       (3) The Lender Parties have indicated their willingness to grant the
Borrower's requests and to agree to the other amendments set forth herein, all
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:

<PAGE>


       SECTION 1. AMENDMENTS OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. The
Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended as follows:

            (a) Section 1.01 of the credit Agreement is hereby amended to add
       the following definitions in the appropriate alphabetic order:

            "AMENDMENT NO. 7 EFFECTIVE DATE" means the first date on which all
       of the conditions precedent to the effectiveness of Amendment No. 7 Under
       the Credit Agreement are satisfied.

            "BFC" means BFC Acquisition Corp., a California corporation.

            "PURSELL AGREEMENTS" means (a) the Asset Purchase Agreement dated as
       of September 23, 2002 among the Borrower and the Pursell Entities and (b)
       the Tolling Agreement contemplated in the Asset Purchase Agreement, among
       the Borrower and the Pursell Entities, in each case, as such agreements
       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 ENTITIES" means Pursell, BFC and Vigoro.

            "PURSELL TRANSACTION" means that series of transactions between the
       Borrower and the Pursell Entities contemplated in the Pursell Agreements.

            "VIGORO" means Vigoro Acquisition Corp., a Delaware corporation.

            (b) Section 5.02(d) of the Credit Agreement is hereby amended by (i)
       removing the word "and" at the end of subsection (ix)(D), (ii) deleting
       the punctuation "." at the end of subsection (x) and substituting
       therefor the phrase "; and", and (iii) adding immediately after
       subsection (x), a new subsection (xi) to read as follows:

                 "(xi) simultaneous with the consummation of the Pursell
            Transaction and as partial consideration for the assets to be
            acquired by the Borrower or its designee in the Pursell Transaction,
            the Borrower or its designee may transfer the Pursell Notes to any
            of the Pursell Entities".

            (c) Section 5.02(e) of the Credit Agreement is hereby amended by (i)
       removing the word "and" at the end of subsection (x)(4), (ii) deleting
       the punctuation "." at the end of subsection (xi) and substituting
       therefor the phrase "; and", and (iii) adding immediately after
       subsection (xi), a new subsection (xii) to read as follows:

                 "(xi) Investments made pursuant to the Pursell Transaction."

            (d) Section 5.02(g) of the Credit Agreement is hereby amended by
       deleting therefrom the figure "$8,500,000" and substituting therefor the
       figure "$10,000,000" in each place where such figure appears.

                                       2

<PAGE>


       SECTION 2. ACKNOWLEDGEMENT AND AGREEMENT OF THE PARTIES. The parties
hereto acknowledge and agree that all Capital Expenditures made in connection
with the Pursell Transaction shall be excluded from any and all calculations
made under Section 5.02(g) of the Credit Agreement.

       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. Section 1(d) of this Amendment shall become effective
on the later of the Amendment Effective Date (as defined below) and January 1,
2003. Section 1(a), (b) and (c) of this Amendment shall become effective as of
the first date (the "AMENDMENT EFFECTIVE DATE") on which, and only if, each of
the following conditions precedent shall have been satisfied:

            (a) The Administrative Agent shall have received (i) the Consent
       attached hereto executed by the Borrower and UIC Holdings, L.L.C. and
       (ii) certified copies of the Pursell Agreements, in sufficient copies for
       each Lender and which in each case shall be in form and substance
       reasonably satisfactory to the Administrative Agent.

            (b) The Pursell Transaction shall have been consummated in
       compliance with all applicable laws, rules and regulations.

            (c) 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, the Pursell Transaction or any of the other transactions
       contemplated hereby or thereby 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 Pursell Transaction or any of the
       other transactions contemplated hereby or thereby.

            (d) The representations and warranties contained in each of the Loan
       Documents shall be correct in all material respects on and as of the
       Amendment Effective Date, 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 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 financial statements of the Borrower 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), respectively, on or prior to the Amendment Effective Date).

            (e) No event shall have occurred and be continuing or shall result
       from the effectiveness of this Amendment that constitutes a Default.

            (f) The Borrower shall have paid to the Administrative Agent, for
       the account of each of the Lenders that has executed and delivered a
       counterpart of this Amendment to the Administrative Agent prior to 5:00pm
       (New York City time) on September 30, 2002 an amendment fee of 0.05% on
       the aggregate Commitments of such Lender in effect immediately prior to
       the Amendment Effective Date, it being understood, that no amendment fee
       shall be payable by the Borrower for the account of any Lender if this
       Amendment has not been approved prior to 5:00pm (New York City time) on
       September 30, 2002 by the Required Lenders.

                                       3

<PAGE>


            (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 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) Certificates representing all of the Equity Interests in
            Sylorr Plant Corporation, a Delaware corporation and a wholly-owned
            Subsidiary of the Borrower ("SYLORR"), accompanied by undated stock
            powers or other appropriate powers, duly executed in blank.

                 (iv) A Security Agreement Supplement duly executed by Sylorr,
            together with:

                      (A) proper termination statements (Form UCC-3 or a
                 comparable form) or the equivalent thereof under the Uniform
                 Commercial Code (or any similar Requirements of Law) of all
                 jurisdictions that may have been necessary or that the
                 Administrative Agent may have deemed reasonably desirable in
                 order to terminate or amend existing liens on and security
                 interests in the Collateral of Sylorr, in each case completed
                 in a manner satisfactory to the Administrative Agent;

                      (B) proper financing statements (Form UCC-1 or a
                 comparable form) or the equivalent thereof under the Uniform
                 Commercial Code (or any similar Requirements of Law) of all
                 jurisdictions that may have been necessary or the
                 Administrative Agent may have deemed reasonably desirable in
                 order to perfect and protect the liens and security interests
                 created or purported to be created under such Security
                 Agreement Supplement, covering the Collateral of Sylorr, in
                 each case, completed in a manner reasonably satisfactory to the
                 Administrative Agent;

                      (C) completed requests for information, dated reasonably
                 near the Amendment Effective Date, listing all effective
                 financing statements filed in the jurisdictions referred to in
                 subclause (iv)(B) of this Section 3(g) that named Sylorr as
                 debtor, together with copies of such other financing
                 statements;

                      (D) IP Security Agreements--Short Form, covering all of
                 the Copyrights, Patents and Trademarks of Sylorr, in each case
                 completed in a manner satisfactory to the Administrative Agent
                 and duly executed by Sylorr;

                                      4

<PAGE>


                      (E) a consent, in form and substance reasonably
                 satisfactory to the Administrative Agent, to the collateral
                 assignment of the Asset Purchase Agreement and the rights and
                 interest of Sylorr and the Borrower thereunder to the
                 Administrative Agent, duly executed by each party to such Asset
                 Purchase Agreement other than the Borrower and Sylorr;

                      (F) evidence that all of the other actions (including,
                 without limitation, the completion of all of the other
                 recordings and filings of or with respect to such Security
                 Agreement Supplement) that may have been necessary or that the
                 Administrative Agent may have deemed reasonably desirable in
                 order to perfect and protect the liens and security interests
                 created under such Security Agreement Supplement had been taken
                 or would be taken in accordance with the terms of the Loan
                 Documents.

                 (v) A favorable opinion of Kirkland and Ellis, counsel for the
            Borrower, in form and substance reasonably satisfactory to the
            Administrative Agent.

                 (vi) A Subsidiaries Guarantee, duly executed by Sylorr.

                 (vii) Such other mortgages, security agreements or pledge
            agreements (or other similar documents), in each case in form and
            substance reasonably satisfactory to the Administrative Agent, in
            each case, duly executed by Sylorr.

                 (viii) 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.

                 (ix) 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.

       SECTION 4. CONDITIONS SUBSEQUENT TO AMENDMENT EFFECTIVE DATE. This
Amendment shall cease to be effective if within 30 days after the Amendment
Effective Date, the Borrower has failed to deliver the following documents
related to the Orville, Ohio plant acquired by the Borrower in connection with
the Pursell Transaction:

            (i) Evidence of the recordation in the appropriate recording office
       of a counterpart of a mortgage in form and substance reasonably
       satisfactory to the Administrative Agent (the "MORTGAGE") duly executed
       by the Borrower or Sylorr, as appropriate and the payment of all
       applicable recording fees thereon.

            (ii) A fully paid American Land Title Association Lender's Extended
       Coverage title insurance policy insuring the Mortgage (the "MORTGAGE
       POLICY") in form and substance reasonably satisfactory to the
       Administrative Agent, with endorsements and in an amount acceptable to
       the Administrative Agent, issued and reinsured by title insurers
       reasonably acceptable to the Administrative Agent insuring the Mortgage
       to be a valid first and subsisting Lien on the real property described
       therein, free and clear of all defects (including, but not limited to,
       mechanics' and materialmen's Liens) and encumbrances, excepting only
       Permitted Liens, and providing for such other affirmative

                                       5

<PAGE>


       insurance (including endorsements for mechanics' and materialmen's Liens)
       and direct access reinsurance as the Administrative Agent may reasonably
       deem necessary or desirable.

            (iii) An American Land Title Association/American Congress on
       Surveying and Mapping form survey for which all necessary fees have been
       paid, dated no more than 30 days before the date of delivery to the
       Administrative Agent, certified to the Administrative Agent and the
       issuer of the Mortgage Policy in a manner reasonably satisfactory to the
       Administrative Agent, by a land surveyor duly registered and licensed in
       Ohio.

            (iv) A favorable opinion of local counsel with respect to the
       enforceability and perfection of the Mortgage and otherwise in form and
       substance reasonably satisfactory to the Administrative Agent.

            (v) All other documents or instruments reasonably requested by the
       Administrative Agent in connection with the Mortgage or the appropriate
       filing thereof.

            (vi) The payment of all fees, costs and expenses, including, without
       limitation, filing fees, taxes and other amounts incurred in connection
       with the preparation, execution, delivery and filing of the Mortgage and
       related documents.

       SECTION 5. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the Amendment 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.

       (b) The Credit Agreement, the Notes and each of the other Loan Documents,
as amended and otherwise modified by the amendments and modifications
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 6. 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 7. 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.

                                       6

<PAGE>


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       7

<PAGE>


       SECTION 8. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the date
first written above.

                                         THE BORROWER

                                         UNITED INDUSTRIES CORPORATION



                                         By
                                           ------------------------------------
                                           Name:
                                           Title:



                                       8

<PAGE>


                                         BANK OF AMERICA, N.A.,
                                           as Administrative Agent



                                         By
                                           ------------------------------------
                                           Name:
                                           Title:





<PAGE>


                                         BANK OF AMERICA, N.A.,
                                           as Lender, Issuing Bank and
                                           Swing Line Bank



                                         By
                                           ------------------------------------
                                           Name:
                                           Title:





<PAGE>


                                         [Type or print name of Lender]



                                         By
                                           ------------------------------------
                                           Name:
                                           Title:



<PAGE>


                                     CONSENT

       Reference is made to (a) Amendment No. 7 Under the Credit Agreement dated
as of September 30, 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 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 Credit Agreement dated as of February 13, 2002, Amendment No. 5
dated as of May 9, 2002 and Amendment No. 6 Under the Credit Agreement dated as
of June 14, 2002 the "CREDIT AGREEMENT") among United Industries Corporation, a
Delaware corporation (the "BORROWER"), certain banks, financial institutions and
other institutional lenders party thereto (the "LENDER PARTIES"), 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, 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 Effective Date, except that, on and after the Amendment
       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 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.

<PAGE>


            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
                                           ------------------------------------
                                           Name:
                                           Title:


                                         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
                                           ------------------------------------
                                           Name:
                                           Title: