SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of May 28, 2003, among O.W.D., Incorporated, a New York corporation ("OWD"),
Tupper Lake Plastics, Incorporated, a New York corporation (together with OWD,
the "Guaranteeing Subsidiaries"), each 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 "Original Indenture"), dated as of April 24, 2002,
among the Company, the Guarantors and the Trustee, as supplemented by the
supplemental indenture, dated as of May 7, 2003, among the Company, the
Guarantors and the Trustee (together with the Original Indenture, the
"Indenture"), 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 Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries 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 Subsidiaries 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 Subsidiaries hereby agree
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. Each 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 director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiaries, 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 or a Subsidiary
Guarantee waives and releases all such liability. The waiver and release are
part of the consideration 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 Subsidiaries 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 28, 2003
O.W.D., INCORPORATED TUPPER LAKE PLASTICS,
INCORPORATED
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
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Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
JARDEN CORPORATION THE BANK OF NEW YORK,
as Trustee
By: /s/ Desiree DeStefano By: /s/ Julie Salovitch-Miller
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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
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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
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Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
QUOIN CORPORATION TILIA, INC.
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
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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
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Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President
TRIENDA CORPORATION X PROPERTIES, LLC
By: Quoin Corporation, as sole member
By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano
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Name: Desiree DeStefano Name: Desiree DeStefano
Title: Vice President Title: Vice President