Subsidiary Guarantee Agreement among Jarden Corporation, Subsidiary Guarantors, and The Bank of New York (Trustee)

Summary

This agreement is a Subsidiary Guarantee in which several subsidiaries of Jarden Corporation jointly and unconditionally guarantee the payment of principal, interest, and other obligations on certain Notes issued by Jarden Corporation. The guarantee is made in favor of the holders of the Notes and The Bank of New York, acting as trustee, and is governed by the terms of an Indenture dated April 24, 2002. The subsidiaries agree to fulfill these obligations if Jarden Corporation fails to do so, subject to the conditions and provisions set forth in the Indenture.

EX-4.12 4 file003.txt SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of April 24, 2002, as amended or supplemented (the "Indenture"), among Jarden Corporation, a Delaware corporation (the "Company"), the Guarantors named therein and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium and liquidated damages, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of the Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture, and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of the Notes in accordance with the provisions of the Indenture. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the undersigned have executed this Subsidiary Guarantee as of the __ day of _______________, 2003.