SECOND SUPPLEMENTAL INDENTURE
EXHIBIT 4.10
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of November 23, 2009, among Jarden Corporation, a Delaware corporation (the Company), the other Guarantors (as defined in the Indenture referred to below) party hereto and Wells Fargo Bank, N.A. (successor to The Bank of New York Mellon), 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 Base Indenture, dated as of April 30, 2009, by and between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of April 30, 2009, by and among the Company, the Guarantors named therein and the Trustee (collectively, as further amended, supplemented or otherwise modified from time to time, the Indenture), providing for the issuance of the Companys 8% Senior Notes due 2016 (the Notes);
WHEREAS, it had been the intention of the parties to the Indenture to expressly provide that all reports or documents required to be furnished or delivered by the Company to the holders of the Notes pursuant to the Indenture would be deemed to be so furnished upon the posting of such documents on the Companys website or the Securities and Exchange Commissions (the SEC) website, subject to a Holders right to request a paper copy of any such document from the Company;
WHEREAS, such express provision was inadvertently omitted from the Indenture and such absence results in an ambiguity as to whether the posting of documents to the Companys website or the SECs website are considered furnished to holders of Notes for purposes of the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the Guarantors and the Trustee may amend or supplement the Indenture to cure any ambiguity, defect or inconsistency and, therefore, the Company, the Guarantors and the Trustee are authorized pursuant to Section 9.01 of the Indenture 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, 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. SECTION 4.03 OF THE INDENTURE. The following sentence will be added to the end of Section 4.03 of the Indenture:
Each report or document required to be furnished or delivered pursuant to the Indenture shall be deemed to have been so furnished or delivered on the date on which the Company posts such document on its website at www.jarden.com, or when such document is posted on the SECs website at www.sec.gov; provided, that the Company shall either (i) deliver paper copies of all such documents or (ii) provide copies of all such documents by electronic delivery to the Trustee or any Holder that requests the Company to deliver copies of all such documents until a request to cease delivering copies of all such documents is given by the Trustee or such Holder.
3. 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.
4. 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.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. 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 Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
THE COMPANY: | ||||
JARDEN CORPORATION | ||||
By: | /s/ John E. Capps | |||
Name: | John E. Capps | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
THE TRUSTEE: | ||||
WELLS FARGO BANK, N.A. | ||||
By: | /s/ Martin Reed | |||
Name: | Martin Reed | |||
Title: | Vice President |
THE GUARANTORS:
ALLTRISTA PLASTICS LLC AMERICAN HOUSEHOLD, INC. AUSTRALIAN COLEMAN, INC. BICYCLE HOLDING, INC. BRK BRANDS, INC. CC OUTLET, INC. COLEMAN INTERNATIONAL HOLDINGS, LLC COLEMAN WORLDWIDE CORPORATION FIRST ALERT, INC. HEARTHMARK, LLC HOLMES MOTOR CORPORATION JARDEN ACQUISITION I, LLC JARDEN ZINC PRODUCTS, LLC JT SPORTS LLC K-2 CORPORATION K2 INC. KANSAS ACQUISITION CORP. L.A. SERVICES, INC. LASER ACQUISITION CORP. LEHIGH CONSUMER PRODUCTS LLC LOEW-CORNELL, LLC MARKER VOLKL USA, INC. MARMOT MOUNTAIN, LLC MIKEN SPORTS, LLC NIPPON COLEMAN, INC. OUTDOOR TECHNOLOGIES CORPORATION PENN FISHING TACKLE MFG. CO. PURE FISHING, INC. QUOIN, LLC RAWLINGS SPORTING GOODS COMPANY, INC. SEA STRIKER, LLC SHAKESPEARE COMPANY, LLC SHAKESPEARE CONDUCTIVE FIBERS, LLC SI II, INC. SITCA CORPORATION SUNBEAM AMERICAS HOLDINGS, LLC SUNBEAM PRODUCTS, INC. THE COLEMAN COMPANY, INC. THE UNITED STATES PLAYING CARD COMPANY USPC HOLDING, INC. |
By: | John E. Capps | |||
Name: | John E. Capps | |||
Title: | Vice President |