CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
JARDEN CORPORATION
(UNDER SECTION 242 OF THE GENERAL CORPORATION LAW)
The undersigned, being the Chief Financial Officer and Secretary of JARDEN
CORPORATION, a Delaware corporation, hereby certifies that:
1. (a) The name of the Corporation is JARDEN CORPORATION
(the "Corporation").
(b) The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on December 11, 2001, under
the name of "Alltrista Reincorporation Mergersub, Inc.," and the
original certificate of incorporation was restated on December 18,
2001 (the "Restated Certificate of Incorporation"), and amendments to
the Restated Certificate of Incorporation were subsequently duly filed
and recorded.
2. The Restated Certificate of Incorporation of the Corporation is hereby
amended by striking out Section A(1) of Article IV thereof and by substituting
in lieu of said Section A(1) of Article IV the following new Section A(1) of
Article IV:
"The total number of authorized capital stock of this Corporation
shall be 155,000,000 shares, divided as follows: (i) 150,000,000
shares of Common Stock, par value $.01 per share, (the "Common
Stock"), and (ii) 5,000,000 shares of Preferred Stock, par value $.01
per share, of which (a) 250,000 shall be designated as "Series A
Junior Participating Preferred Stock", (b) 500,000 shall be designated
as "Series B Convertible Participating Preferred Stock" and (c)
300,000 shall be designated as "Series C Mandatory Convertible
Participating Preferred Stock.""
3. The Restated Certificate of Incorporation of the Corporation is hereby
amended by adding the following text to the end of the definition of "Related
Party" in Section C(2) of Article VIII thereof:
"Notwithstanding the foregoing, Warburg Pincus & Co. and Warburg
Pincus Private Equity VIII, L.P. (together with the Affiliate funds
who have signed a joinder in accordance with Section 1.4 of the
Purchase Agreement, dated as of September 19, 2004, between the
corporation and Warburg Pincus (the "Purchase Agreement") and the
respective general partners, managers, managing members and similar
such entities of such funds, collectively "Warburg Pincus") shall not
be considered a Related Party; provided, however that, until the
earlier of (1) October 8, 2009 and (2) if earlier, the date that the
obligations set forth in Section 4.1 of the
Purchase Agreement cease to apply (but only for such period as such
Section 4.1 ceases to apply), Warburg Pincus shall be considered a
Related Party if, together with its Affiliates and Associates, Warburg
Pincus is, or as a result of such transaction would become, the
beneficial owner of more than 30% of the outstanding Voting Stock.
Notwithstanding anything to the contrary in this Restated Certificate
of Incorporation, Voting Stock owned by any portfolio company in which
Warburg Pincus has less than 50% voting control is deemed not to be
beneficially owned by Warburg Pincus."
4. The aforesaid amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Jarden Corporation has caused this Certificate of
Amendment of the Restated Certificate of Incorporation, to be executed by its
officer thereunto duly authorized this 9th day of June, 2005.
JARDEN CORPORATION.
By: /s/ Ian G.H. Ashken
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Name: Ian G.H. Ashken
Title: Chief Financial Officer and
Secretary
