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.
ALLTRISTA NEWCO ALLTRISTA PLASTICS
CORPORATION CORPORATION
By:__________________________ By:__________________________
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: Quoin, LLC, its Sole Member
By: Jarden Corporation, its Sole
By:__________________________ Member
Name: Xxxxxxx XxXxxxxxx
Title: Vice President By:__________________________
Name: Xxxxxxx XxXxxxxxx
Title: Senior Vice President
QUOIN, LLC TILIA, INC.
By: Jarden Corporation, it Sole
Member By:__________________________
Name: Xxxxxxx XxXxxxxxx
By: __________________________ Title: Vice President
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
TILIA DIRECT, INC. TILIA INTERNATIONAL, INC.
By:__________________________ By:__________________________
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx
Title: Vice President Title: Vice President
XXXXXX LAKE PLASTICS, O.W.D. INCORPORATED
INCORPORATED
By: __________________________
By: __________________________ Name: Xxxxxxx XxXxxxxxx
Name: Xxxxxxx XxXxxxxxx Xxxx: Vice President
Title: Vice President
LEHIGH CONSUMER PRODUCTS X PROPERTIES, LLC
CORPORATION
By: Quoin, LLC, its Sole Member
By: Jarden Corporation, its Sole
By: __________________________ Member
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
By: __________________________
Name: Xxxxxxx XxXxxxxxx
Title: Senior Vice President
