THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of September 25, 2003, among Lehigh Consumer Products Corporation, a
Pennsylvania corporation (the "Guaranteeing Subsidiary"), which is 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 the Indenture dated as of April 24, 2002, among the Company and the
Trustee, as supplemented by the First Supplemental Indenture dated as of May 7,
2003, among the Company, the Guarantors and the Trustee, and as further
supplemented by the Second Supplemental Indenture dated as of May 28, 2003,
among the Company, the Trustee, the Guarantors and the Guaranteeing Subsidiaries
(such Guaranteeing Subsidiaries to be included with the meaning of the term the
Guarantors as of the execution of the Second Supplemental Indenture)
(collectively, 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 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 Guarantee 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 Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantee, 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 and statements contained herein,
all of which recitals and statements 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: September 25, 2003
LEHIGH CONSUMER PRODUCTS
CORPORATION
By: /s/ Desiree DeStefano
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Name: Desiree DeStefano
Title: Senior 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
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