EX-4.3



 Exhibit 4.3 

JARDEN CORPORATION 
 AND

 EACH OF THE GUARANTORS PARTY HERETO 

AND 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, 
 as Trustee 

SECOND SUPPLEMENTAL INDENTURE 

Dated as of April 15, 2016 

to 
 Indenture 

Dated as of October 30, 2015 

5% Senior Notes due 2023 







 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of April 15, 2016, among Jarden Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National
Association, as trustee (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company, the Guarantors and the Trustee are parties to that certain Indenture dated as of October 30, 2015, creating the
Company’s 5% Senior Notes due 2023 (the “Notes”), as supplemented by that First Supplemental Indenture dated March 15, 2016, and as further amended and supplemented in relation to the Notes (the
“Indenture”); 
 WHEREAS, $300,000,000 aggregate principal amount of the Notes is currently outstanding; 

WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), the Company and the Trustee may amend or supplement the Indenture, the Notes
and the Note Guarantees (subject to certain exceptions); 
 WHEREAS, the Company desires and has requested the Trustee to join with it and
the Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture; 

WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in the
Offering Memorandum and Consent Solicitation Statement (herein so called) of Newell Rubbermaid Inc. dated March 21, 2016 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications or supplements
thereto, govern the “Consent Solicitation” for the Notes); 
 WHEREAS, this Supplemental Indenture has not resulted
in a material modification of the Notes for Foreign Account Tax Compliance Act purposes; 
 WHEREAS, (1) the Company has received the
consent of the Holders of at least a majority in aggregate principal amount of outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), as certified by a Certificate of the Exchange Agent for the Consent Solicitation
delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Officers’
Certificate and an Opinion of Counsel relating to this Supplemental Indenture, each as contemplated by Sections 9.05 and 12.03 of the Indenture and (3) the Issuers and the Guarantors have satisfied all other conditions required under Article 9
of the Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture; and 
 WHEREAS, all acts
and requirements have been done in order to make this Supplemental Indenture a legal, valid and binding obligation of the Company and the Guarantors. 

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable
benefit of the Holders of the Notes, as follows: 
 ARTICLE I 

AMENDMENTS TO INDENTURE AND NOTES 

Section 1.1 Amendments to Articles 3, 4, 5 and 6.  

(a) Amendment of Article 3. The Indenture is hereby amended by deleting Section 3.08 in its entirety, together with any references
to Section 3.08 in the Indenture, and replacing such Section with the words “Intentionally omitted.” 
 (b) Amendment of
Article 4. The Indenture is hereby amended by deleting the following Sections of Article 4 of the Indenture and all references thereto: 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18, 4.19 and








 
4.20, in each case in its entirety, and replacing each such Section with the words “Intentionally omitted”, it being understood that the deletion of Section 4.15 will have no
effect on any concurrent change of control offer or the Company’s obligation to conduct such change of control offer. 
 (c)
Amendment of Article 5. The Indenture is hereby amended by deleting Section 5.01 in its entirety, together with any references to Section 5.01 in the Indenture, and replacing such Section with the words “Intentionally
omitted.” 
 (d) Amendment of Article 6. The Indenture is hereby amended by deleting Clause (4) of Section 6.01 in its
entirety, together with any references to Clause (4) of Section 6.01 in the Indenture, and replacing such Clause with the words “Intentionally omitted.” 

Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to
the Indenture effected by this Supplemental Indenture. 
 ARTICLE II 

MISCELLANEOUS PROVISIONS 

Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the
context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 

Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and
all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound
hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control. 

Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. 
 Section 2.4 Successors. All agreements of the Company and the Guarantors in this Supplemental
Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic
transmission. 
 Section 2.6 Severability. In case any one or more of the provisions in this Supplemental Indenture or in
the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture
and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee,
which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall
not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee makes no representation
with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 

Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and
delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the closing of the Consent Solicitation and the related Exchange Offer (as
defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture 







 
effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such closing shall not occur. The Company shall notify the Trustee promptly after the
occurrence of such closing or promptly after the Company shall determine that such closing will not occur. 
 Section 2.9
Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes
presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows: 

“Effective as of April 15, 2016, certain restrictive covenants of the Company and certain Events of Default have been eliminated or
limited, as provided in the Second Supplemental Indenture, dated as of April 15, 2016. Reference is hereby made to such Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made
therein.” 
 Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction thereof. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above. 
  

			
	JARDEN CORPORATION
		
	By:	 	/s/ John E. Capps
	Name:	 	John E. Capps
	Title:	 	Executive Vice President – Administration, General Counsel and Secretary


  

			
	 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

ENVIROCOOLER, LLC
 FIRST ALERT, INC.

HEARTHMARK, LLC
 HOLMES MOTOR CORPORATION

JARDEN ACQUISITION I, LLC
 JARDEN ZINC PRODUCTS,
LLC
 JOSTENS, INC.
 JT SPORTS LLC

K-2 CORPORATION
 KANSAS ACQUISITION CORP.

L.A. SERVICES, INC.
 LASER ACQUISITION CORP.

LEHIGH CONSUMER PRODUCTS LLC
 LIFOAM HOLDINGS,
LLC
 LIFOAM INDUSTRIES, LLC
 LIFOAM PACKAGING
SOLUTIONS, LLC
 LOEW-CORNELL, LLC
 MARKER VOLKL
USA, INC.
 MARMOT MOUNTAIN, LLC
 MIKEN SPORTS,
LLC
 NIPPON COLEMAN, INC.
 OUTDOOR SPORTS GEAR,
INC.
 OUTDOOR TECHNOLOGIES CORPORATION
 PENN
FISHING TACKLE MFG. CO.
 PURE FISHING, INC.
 QMC
BUYER CORP.
 QUICKIE HOLDINGS, INC.
 QUICKIE
MANUFACTURING CORPORATION
 QUOIN, LLC
 RAWLINGS
SPORTING GOODS COMPANY, INC.
 REXAIR HOLDINGS, INC.

REXAIR LLC











			
	 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
 THE YANKEE CANDLE COMPANY, INC.

USPC HOLDING, INC.
 VISANT CORPORATION

VISANT HOLDING CORP.
 VISANT SECONDARY HOLDINGS
CORP.
 WADDINGTON GROUP, INC.
 WNA HOLDINGS,
INC.
 WADDINGTON NORTH AMERICA, INC.
 YANKEE
CANDLE INVESTMENTS LLC
  
 each, as a Guarantor

		
	By:	 	/s/ John E. Capps
	Name:	 	John E. Capps
	Title:	 	Vice President


  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	/s/ Martin Reed
	Name:	 	Martin Reed
	Title:	 	Vice President


 Signature Page to Second Supplemental Indenture