SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May
7, 2003, among X Properties, LLC, a Delaware limited liability company (the
"Guaranteeing Subsidiary"), a subsidiary of Jarden Corporation, formerly known
as Alltrista Corporation, a Delaware corporation (the "Company"), the Company,
the other Guarantors (as defined in the Indenture referred to herein) and The
Bank of New York, as trustee under the indenture referred to below (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of April 24, 2002, providing
for the issuance of 9 3/4% Senior Subordinated Notes due 2012 (the "Notes");
WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Subsidiary Guarantee and in the Indenture, including but not
limited to Article 11 thereof.
3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.
4. NO RECOURSE AGAINST OTHERS. No past, present or future member,
manager, officer, employee, or agent of the Guaranteeing Subsidiary, as such,
shall have any liability for any obligations of the Company or any Guaranteeing
Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration
F-1
for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
Dated: May 7, 2003
X PROPERTIES, LLC
By: Quoin Corporation, as sole member
By: /s/ Desiree DeStefano
-------------------------------------
Name: Desiree DeStefano
Title: Vice President
JARDEN CORPORATION THE BANK OF NEW YORK,
as Trustee
By: /s/ Desiree DeStefano By: /s/ Julie Salovitch-Miller
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Julie Salovitch-Miller
Title: Senior Vice President Title: Vice President
ALLTRISTA NEWCO ALLTRISTA PLASTICS
CORPORATION CORPORATION
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
ALLTRISTA ZINC PRODUCTS, L.P. HEARTHMARK, INC.
By: Alltrista Newco Corporation, its
General Partner
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
QUOIN CORPORATION TILIA, INC.
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
TILIA DIRECT, INC. TILIA INTERNATIONAL, INC.
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
------------------------------------- -------------------------------------
Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
TRIENDA CORPORATION
By: /s/ Desiree DeStefano
-------------------------------------
Name: Desiree DeStefano
Title: Vice President