EXHIBIT 4.5 AMENDED AND RESTATED GUARANTEE AGREEMENTGuarantee Agreement • November 13th, 2003 • Easy Gardener Products LTD • Agricultural chemicals • Delaware
Exhibit 10.1 EASY GARDENER PRODUCTS, LTD. (A Texas Limited Partnership) AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT THESE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE...Limited Partnership Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Texas
Exhibit 10.2 WAIVER AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT This Waiver and Amendment No. 1 to Loan and Security Agreement (this "Amendment") dated as of October 13, 2004, by and among LaSalle Business Credit, LLC, for itself, as a lender,...Loan and Security Agreement • November 15th, 2004 • Easy Gardener Products LTD • Agricultural chemicals
Exhibit 10.2 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Illinois
betweenSubordination Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • New York
Trust Indenture Act Section Trust Agreement Section --------------------------- ----------------------- (Section)310(a)(1) 8.7 (a)(2) 8.7 (a)(3) 8.9 (a)(4) 2.7 (a) (ii) (a)(5) Not applicable (b) 8.8 (c) Not applicable (Section)311(a) 8.13 (b) 8.13 (c)...Trust Agreement • November 13th, 2003 • Easy Gardener Products LTD • Agricultural chemicals • Delaware
RECITALSNote and Warrant Purchase Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • California
EXHIBIT 4.4 EASY GARDENER PRODUCTS, LTD. 9.40% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE April 15, 2028 Registered No. D-2 Principal Amount: $65,200,000.00 EASY GARDENER PRODUCTS, LTD., a limited partnership organized and existing under...Debenture Agreement • November 13th, 2003 • Easy Gardener Products LTD • Agricultural chemicals
A-1Asset Purchase Agreement • November 13th, 2003 • Easy Gardener Products LTD • Agricultural chemicals • Delaware
Exhibit 10.7 TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT (as amended, amended and restated, or otherwise modified from time to time, the "Security Agreement") made as of this 27th day of April, 2004, by EASY GARDENER PRODUCTS, LTD.,...Trademark Security Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Illinois
EXHIBIT 4.6 AMENDED AND RESTATED AGREEMENT AS TO EXPENSES AND LIABILITIES Amended and Restated Agreement As To Expenses And Liabilities (this "Agreement"), dated as of October 29, 2003, between EASY GARDENER PRODUCTS, LTD., a Texas limited partnership...Agreement as to Expenses and Liabilities • November 13th, 2003 • Easy Gardener Products LTD • Agricultural chemicals • New York
Exhibit 10.5 PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT (as amended, amended and restated or otherwise modified from time to time, the "Security Agreement") made as of this 27th day of April, 2004, by EASY GARDENER PRODUCTS, LTD., a...Patent Security Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Illinois
Exhibit 10.15 TERM A LOAN NOTE U.S. $14,315,000.00 October 29, 2003 FOR VALUE RECEIVED, the undersigned, EASY GARDENER PRODUCTS, LTD., a Texas limited partnership (the "Borrower"), hereby promises to pay to CAPITALSOURCE FINANCE LLC, a Delaware...Term Loan Note • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Texas
Exhibit 10.8 COPYRIGHT SECURITY AGREEMENT THIS COPYRIGHT SECURITY AGREEMENT (as amended, amended and restated, or otherwise modified from time to time, this "Security Agreement"), made as of the 27th day of April, 2004 by and between EASY GARDENER...Copyright Security Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Illinois
SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND WAIVERTerm Loan and Security Agreement • November 15th, 2004 • Easy Gardener Products LTD • Agricultural chemicals
RECITALSPledge Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • New York
Exhibit 10.10 MASTER PLEDGE AGREEMENT THIS MASTER PLEDGE AGREEMENT (this "Agreement"), dated as of April __, 2004, is by and between each of the Persons designated as a Pledgor on the signature pages attached hereto (each, a "Pledgor" and...Master Pledge Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Illinois
EXHIBIT B TO SUBORDINATION AGREEMENTPledge Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • New York
RECITALSPledge Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • New York
PIK NOTEPik Note • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • Texas
ACKNOWLEDGEMENT OF INTELLECTUAL PROPERTY COLLATERAL LIEN This Acknowledgement of Intellectual Property Collateral Lien (this "Acknowledgement") is dated as of October 29, 2003, by EASY GARDENER PRODUCTS, LTD., a Texas limited partnership (the...Acknowledgement of Intellectual Property Collateral Lien • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals
THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND WAIVERTerm Loan and Security Agreement • November 15th, 2005 • Easy Gardener Products LTD • Agricultural chemicals
THIS THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) is made and entered into as of this 19th day of October 20, 2005, by and among EASY GARDENER PRODUCTS, LTD., a Texas limited partnership (the “Borrower”), EYAS INTERNATIONAL, INC., a Texas corporation, EG, L.L.C., a Nevada limited liability company, E G PRODUCT MANAGEMENT, L.L.C., a Texas limited liability company, WEATHERLY CONSUMER PRODUCTS GROUP, INC., a Delaware corporation, WEATHERLY CONSUMER PRODUCTS, INC., a Delaware corporation, and NBU GROUP, LLC, a Texas limited liability company (each a “Guarantor” and collectively the “Guarantors”; and collectively with the Borrower, the “Credit Parties”), the Lenders (as defined in the Loan Agreement defined below) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Agent”), as agent for itself and on behalf of the Lenders.
WITNESSETH:Subordination and Intercreditor Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • New York
FOURTH AMENDMENT AND RATIFICATION OF TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • April 20th, 2006 • Easy Gardener Products LTD • Agricultural chemicals
THIS FOURTH AMENDMENT AND RATIFICATION OF TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of this 19th day of April, 2006, by and among EASY GARDENER PRODUCTS, LTD., a Texas limited partnership (the “Borrower”), EYAS INTERNATIONAL, INC., a Texas corporation (“EYAS”), EG, L.L.C., a Nevada limited liability company (“EG”), E G PRODUCT MANAGEMENT, L.L.C., a Texas limited liability company (“E G Product Management”), WEATHERLY CONSUMER PRODUCTS GROUP, INC., a Delaware corporation (“Weatherly Group”), WEATHERLY CONSUMER PRODUCTS, INC., a Delaware corporation (“Weatherly Products”), and NBU GROUP, LLC, a Texas limited liability company (“NBU”) (EYAS, EG, E G Product Management, Weatherly Group, Weatherly Products and NBU, each a “Guarantor” and collectively the “Guarantors” and collectively with the Borrower, the “Credit Parties”), the Lenders (as defined in the Loan Agreement defined below) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (
May 12, 2005 VIA FACSIMILE AND FEDERAL EXPRESS EASY GARDNER PRODUCTS, LTD. 3022 Franklin Avenue Waco, TX 76710 Fax: 254.753.0468Consent and Waiver • May 16th, 2005 • Easy Gardener Products LTD • Agricultural chemicals
Re: Consent under Subordination and Intercreditor Agreement dated as of April 27, 2004, by and among CAPITALSOURCE FINANCE LLC, (in its capacity as agent for the Junior Lenders, together with its successors and assigns, the “Junior Agent”), and in its capacity as a Junior Lender, LASALLE BUSINESS CREDIT, LLC (in its capacity as agent for the Senior Lenders, together with successors and assigns, the “Senior Agent”), and in its capacity as a Senior Lender and LASALLE BANK NATIONAL ASSOCIATION, in its capacity as a Senior Lender (as amended, restated or modified to date and from time to time, the “Agreement”), and waiver under that certain Term Loan and Security Agreement dated as of October 29, 2003 by and among EASY GARDNER PRODUCTS, LTD., a Texas limited partnership (“Borrower”), EYAS INTERNATIONAL, INC., a Texas corporation, EG, L.L.C., a Nevada limited liability company, EG PRODUCT MANAGEMENT, L.L.C., a Texas limited liability company, WEATHERLY CONSUMER PRODUCTS GROUP, INC., a Delaw
WAIVER AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 15th, 2005 • Easy Gardener Products LTD • Agricultural chemicals
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”).
ContractLoan and Security Agreement • May 16th, 2005 • Easy Gardener Products LTD • Agricultural chemicals
WAIVER AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT This Waiver and Amendment No. 2 to Loan and Security Agreement (this “Amendment”) dated as of May 11, 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”), EG Product Management, L.L.C., a Texas limited liability company (“EG Product”), EG, L.L.C., a Nevada limited liability company (“EG”), 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, EG Product, EG, WCP Group, WCP and NBU are collectively referred to herein as the “Credit Parties” and each individually as a “Credit P
ASSET PURCHASE AGREEMENT BY AND AMONG EASY GARDENER PRODUCTS, LTD., WEATHERLY CONSUMER PRODUCTS GROUP, INC., WEATHERLY CONSUMER PRODUCTS, INC. as the Sellers AND GREEN THUMB ACQUISITION CORPORATION as the Buyer DATED APRIL 19, 2006Asset Purchase Agreement • April 20th, 2006 • Easy Gardener Products LTD • Agricultural chemicals • Texas
Exhibit 10.28 April 27, 2004 CENTRAL GARDEN & PET COMPANY 3697 Mt. Diablo Blvd., Suite 310 Lafayette, CA 94549 Attn: William E. Brown Re: Amendment to Subordination Agreement dated as of October 29, 2003 (the "Agreement") by and between Central Garden...Amendment to Subordination Agreement • May 14th, 2004 • Easy Gardener Products LTD • Agricultural chemicals • New York
