Easy Gardener Products Trust I 9.40% Cumulative Trust Preferred Securities Certificate (Cede & Co.)

Summary

This certificate represents ownership of 2,530,000 trust preferred securities issued by Easy Gardener Products Trust I, a Delaware statutory trust. The securities pay a 9.40% cumulative dividend and have a liquidation value of $25 each. Cede & Co. is the registered holder, and transfers are restricted except as outlined in the trust agreement. Holders are entitled to certain rights and benefits under the trust agreement and a related guarantee agreement. The certificate is only transferable in limited circumstances and is subject to the terms of the trust agreement dated October 29, 2003.

EX-4.3 6 d10554exv4w3.txt TRUST PREFERRED SECURITIES CERTIFICATE EXHIBIT 4.3 THIS TRUST PREFERRED SECURITY IS A PREFERRED SECURITIES CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS TRUST PREFERRED SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS TRUST PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS TRUST PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK) TO EASY GARDENER PRODUCTS TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TRUST PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CERTIFICATE NUMBER P-4 NUMBER OF TRUST PREFERRED SECURITIES: 2,530,000 CUSIP NO. 27785A 20 0 -------------- CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF EASY GARDENER PRODUCTS TRUST I 9.40% CUMULATIVE TRUST PREFERRED SECURITIES, (LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY) EASY GARDENER PRODUCTS TRUST I, a statutory trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of two million, five hundred thirty thousand (2,530,000) Trust Preferred Securities of the Trust representing an undivided beneficial interest in the assets of the Trust and designated the EASY GARDENER PRODUCTS TRUST I 9.40% Cumulative Trust Preferred Securities, (liquidation amount $25 per Trust Preferred Security) (the "Trust Preferred Securities"). The Trust Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Second Amended and Restated Trust Agreement of the Trust dated as of October 29, 2003, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Trust Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Amended and Restated Guarantee Agreement entered into by Easy Gardener Products, Ltd., a Texas limited partnership, and Wilmington Trust Company, a Delaware banking corporation, as guarantee trustee, dated as of October 29, 2003, as the same may be amended from time to time (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -2- In Witness Whereof, an Administrative Trustee (as defined in the Trust Agreement) of the Trust has executed this certificate this 29th day of October, 2003. EASY GARDENER PRODUCTS TRUST I By: /S/ Richard M. Grandy ---------------------- Name: Richard M. Grandy Title: not in his individual capacity but solely as Administrative Trustee -3- ASSIGNMENT For Value Received, the undersigned assigns and transfers this Trust Preferred Security to: _______________________________ ___________________________________ (Insert assignee's social security or tax identification number) ____________________________________ ____________________________________ (Insert address and zip code of assignee) and irrevocably appoints ______________________________________________________ ______________________________________________________________________________, as agent to transfer this Trust Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: ________________________ Signature: ____________________________________________________ (Sign exactly as your name appears on the other side of this Trust Preferred Security Certificate) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the regulations promulgated under Securities Exchange Act of 1934, as amended. -4-