EX-4.2 17 file016.txt SECOND SUPPLEMENTAL INDENTURE 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 ------------------------------------- ------------------------------------- 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 ------------------------------------- ------------------------------------- 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 X PROPERTIES, LLC By: Quoin Corporation, as sole member By: /s/ Desiree DeStefano By: /s/ Desiree DeStefano ------------------------------------- ------------------------------------- Name: Desiree DeStefano Name: Desiree DeStefano Title: Vice President Title: Vice President