EXHIBIT 4.2
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of July 23, 2004, among Bicycle Holding, Inc., a Delaware corporation, USPC
Holding, Inc., a Delaware corporation, The United States Playing Card Company, a
Delaware corporation (collectively, the "Guaranteeing Subsidiaries"), which are
subsidiaries 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, the
Guarantors named therein, and the Trustee, as supplemented by the First
Supplemental Indenture dated as of May 7, 2003, among the Company, the
Guarantors named therein and the Trustee, as further supplemented by the Second
Supplemental Indenture dated as of May 28, 2003, among the Company, the
Guarantors named therein, and the Trustee, as further supplemented by the Third
Supplemental Indenture dated as of August 28, 2003, among the Company, the
Guarantors named therein and the Trustee, and as further supplemented by the
Fourth Supplemental Indenture dated as of April 16, 2004, among the Company, the
Guarantors named therein and the Trustee, (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 Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall
agree to unconditionally guarantee all of the Company's Obligations under the
Notes and the Indenture on the terms and conditions set forth in a subsidiary
guarantee to be executed by the Guaranteeing Subsidiaries on the date hereof
(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
Company, the Guarantors, 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. The Guaranteeing Subsidiaries agree 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
Subsidiaries, as such, shall have any liability for any obligations of the
Company, the Guarantors or any Guaranteeing Subsidiaries 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 LAWS 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
Subsidiaries and the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
LEHIGH CONSUMER PRODUCTS
CORPORATION
By:/s/ Xxxxxxx XxXxxxxxx
-----------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Senior Vice President
JARDEN CORPORATION THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxxx XxXxxxxxx By:/s/ Xxxxx Xxxxxxxxx Xxxxxx
----------------------------------- ----------------------------------
Name: Xxxxxxx XxXxxxxxx Name: Xxxxx Xxxxxxxxx-Xxxxxx
Title: Senior Vice President Title: Vice President
ALLTRISTA NEWCO ALLTRISTA PLASTICS
CORPORATION CORPORATION
By: /s/ Xxxxxxx XxXxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx
Title: Vice President Title: Vice President
ALLTRISTA ZINC PRODUCTS, L.P. HEARTHMARK, LLC
By: Alltrista Newco Corporation, its
General Partner
By: /s/ Xxxxxxx XxXxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
------------------------------ ---------------------------------
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx
Title: Vice President Title: Vice President
3
QUOIN, LLC TILIA, INC.
By: /s/ Xxxxxxx XxXxxxxxx
------------------------------------
Name: Xxxxxxx XxXxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
Title: Vice President --------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
TILIA DIRECT, INC. TILIA INTERNATIONAL, INC.
By: /s/ Xxxxxxx XxXxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
------------------------------------ ---------------------------------
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx
Title: Vice President Title: Vice President
X PROPERTIES, LLC
O.W.D., INCORPORATED By: Quoin Corporation, as sole member
By: /s/ Xxxxxxx XxXxxxxxx
----------------------------------
Name: Xxxxxxx XxXxxxxxx
By: /s/ Xxxxxxx XxXxxxxxx Title: Vice President
-------------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
XXXXXX LAKE PLASTICS,
INCORPORATED
By: /s/ Xxxxxxx XxXxxxxxx
-----------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
4
XXXX-XXXXXXX, INC. JARDEN ACQUISITION I, INC.
By: /s/ Xxxxxxx XxXxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
------------------------------------ ------------------------------------
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx
Title: Vice President Title: Vice President
BICYCLE HOLDING, INC. USPC HOLDING, INC.
By: /s/ Xxxxxxx XxXxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
------------------------------------- -----------------------------------
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx
Title: Vice President Title: Vice President
THE UNITED STATES PLAYING
CARD COMPANY
By: /s/ Xxxxxxx XxXxxxxxx
--------------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
