Amended and Restated
Certificate of Incorporation of the Company, dated January 13, 1999.(1)
3.2
Certificate of Amendment
to the Amended and Restated Certificate of Incorporation of the Company,
dated January 20, 1999.(1)
3.3
Certificate of Amendment
to the Amended and Restated Certificate of Incorporation of the Company,
dated January 20, 1999.(2)
3.4
Certificate of Amendment
to the Amended and Restated Certificate of Incorporation of the Company,
dated January 20, 1999.(3)
3.5
Certificate of Amendment
to the Amended and Restated Certificate of Incorporation of the Company,
dated January 20, 1999.(3)
3.6
By-laws of the Company.(1)
10.49
Credit
Agreement, dated as of April 30, 2004 among the Company, Bank of America,
N.A., Banc of America Securities LLC, Citigroup Global Markets Inc.,
Citigroup Global Markets Inc., and Other Lenders Party Hereto (as defined
therein).*
†
10.50
Trademark License and
Manufacturing and Supply Agreement by and between United Industries
Corporation and Home Depot U.S.A., Inc. effective as of January 1, 2004.*(4)
31.1
Rule 13a-14(a)/Rule
15d-14(a) Certification of Chief Executive Officer.*
31.2
Rule 13a-14(a)/Rule
15d-14(a) Certification of Chief Financial Officer.*
32.1
Section 1350
Certifications (furnished to, but not “filed” with, the U.S. Securities and
Exchange Commission).*
(1)
Previously
filed as an Exhibit to the Registrant’s Registration Statement on Form S-4 (No.
333-76055) filed on April 9, 1999 and incorporated by reference herein.
(2)
Previously
filed as an Exhibit to the Registrant’s Form 10-K filed on March 30, 2000 and
incorporated by reference herein.
(3)
Previously
filed as an Exhibit to the Registrant’s Form 10-Q filed on November 12, 2002
and incorporated by reference herein.
(4)
Confidential
treatment has been requested for portions of this exhibit.
*
Filed or
furnished herewith.
†
The Company agrees to furnish to the
Commission a copy of any omitted schedule or exhibit to such agreement upon
request by the Commission.
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