EX-4.5



 Exhibit 4.5 

FIRST SUPPLEMENTAL INDENTURE 

dated as of April 15, 2016 

by and among 
 Jarden Corporation,

 The Guarantors, 
 NCPF
Acquisition Corp. II, 
 as Successor Company 

and 
 Wells Fargo Bank, National
Association, 
 as Trustee 
  

 
 1 7⁄8% Senior Subordinated Convertible Notes due 2018 

1 1⁄2% Senior Subordinated Convertible Notes due 2019

 1 1⁄8% Senior Subordinated Convertible Notes due
2034 
  







 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into
as of April 15, 2016, between Jarden Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined below), NCPF Acquisition Corp. II, a Delaware corporation, as successor company (the “Successor
Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplements and amends each of the Indentures (as defined herein). 

RECITALS 
 WHEREAS,
the Company, the subsidiary parties thereto and the Trustee heretofore entered into that certain Indenture, dated as of September 18, 2012 (the “2018 Indenture”), by and among the Company, the subsidiary Guarantors, as defined
therein (the “2018 Notes Guarantors”), and the Trustee, pursuant to which the Company’s 17/8% Senior Subordinated
Convertible Notes due 2018 (the “2018 Notes”) were issued, 
 WHEREAS, the Company, the subsidiary parties
thereto and the Trustee heretofore entered into that certain Indenture, dated as of June 12, 2013 (the “2019 Indenture”), by and among the Company, the subsidiary Guarantors, as defined therein (the “2019 Notes
Guarantors”), and the Trustee, pursuant to which the Company’s 11/2% Senior Subordinated Convertible Notes due 2019
(the “2019 Notes”) were issued, 
 WHEREAS, the Company, the subsidiary parties thereto and the Trustee
heretofore entered into that certain Indenture, dated as of March 17, 2014 (the “2034 Indenture” and, together with the 2018 Indenture and the 2019 Indenture, the “Indentures”), by and among the Company, the
subsidiary Guarantors, as defined therein (the “2034 Notes Guarantors” and, together with the 2018 Notes Guarantors and the 2019 Notes Guarantors, the “Guarantors”), and the Trustee, pursuant to which the
Company’s 11/8% Senior Subordinated Convertible Notes due 2034 (the “2034 Notes” and, together with the 2018 Notes and
the 2019 Notes, the “Notes”) were issued, 
 WHEREAS, Section 9.01(j) of each of the Indentures provides that
the Company and the Trustee may modify or amend the respective Indentures without the consent of the Holders to remove a Guarantor which, in accordance with the terms of the respective Indentures, ceases to be liable in respect of its Gurantee; 

WHEREAS, on the date hereof, the Company will merge with and into Successor Company, with Successor Company continuing as the surviving
corporation (the “Merger”); 
 WHEREAS, upon the consummation of the Merger the Guarantor shall have been released
from their respective guarantees, pledges and security granted by such Guarantors in connection with the Company’s Credit Facility and are no longer guarantors under such Credit Facility; 

  
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 WHEREAS, pursuant to Section 12.06 of the 2018 Indenture and the 2019 Indenture and
Section 13.06 of the 2034 Indenture, the Company has requested the Trustee to execute this Supplemental Indenture to evidence the release of the Guarantors from their obligations under their respective Guarantees with respect to all of the
Notes and each of the Indentures; 
 WHEREAS, immediately after giving effect to the Merger, no Default or Event of Default has occurred or
is continuing and Successor Company desires to assume all of the Company’s obligations under the Notes and each of the Indentures; 

WHEREAS, Section 9.01(c) of each of the Indentures provides that the Company and the Trustee may modify or amend such Indentures without
the consent of the Holders to provide for the assumption of the Company’s obligations to the Holders in the event of a merger or consolidation, or sale, conveyance, transfer or lease of all or substantially all of the Company’s assets;

 WHEREAS, pursuant to Section 9.01 of each of the Indentures, the Company has requested the Trustee to execute this Supplemental
Indenture to evidence the assumption by the Successor Company of all of the Company’s obligations under the Notes and each of the Indentures and the release and discharege of the Company from its obligations under the Notes and each of the
Indentures; 
 WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all
conditions precedent under each of the Indentures relating to the execution of this Supplemental Indenture have been complied with and the execution and delivery of this Supplemental Indenture is permitted by each of the Indentures; and 

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture a legal, valid and binding agreement of the Company and the
Successor Company have been done. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows: 
 Section 1. Capitalized terms used herein and not otherwise defined herein are
used as defined in the Indentures. 
 Section 2. The Trustee, pursuant to the provisions of Section 12.06 of each of the
Indentures, hereby acknowledges, as evidenced by this Supplemental Indenture, that each of the Guarantors has been released from its obligations under its respective Guarantee with respect to all of the Notes and each of the Indentures. 

  
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 Section 3. In accordance with Section 5.01(a) of each of the Indentures, the
Successor Company hereby assumes, by this Supplemental Indenture, all of the Company’s obligations under the Notes and each of the Indentures. 

Section 4. Pursuant to Section 5.03 of each of the Indentures, the Successor Company succeeds to, and is substituted for, and
may exercise every right and power of, the Company, and the Company is hereby released and discharged from its obligations under the Notes and each of the respective Indentures. 

Section 5. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 Section 6. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the
same instrument. 
 Section 7. This Supplemental Indenture is an amendment supplemental to each of the Indentures, and
(i) the 2018 Indenture and this Supplemental Indenture will henceforth be read together, (ii) the 2019 Indenture and this Supplemental Indenture will henceforth be read together, and (iii) the 2034 Indenture and this Supplemental
Indenture will henceforth be read together. 
 Section 8. 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 contained herein, all of which recitals are made solely by the Company. 

Section 9. 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 Merger, 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. 
 [Signature pages follow] 

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

			
	Jarden Corporation
		
	By:	 	 /s/ John E. Capps

	Name:	 	John E. Capps
	Title:	 	Executive Vice President – Administration, General Counsel and Secretary


 [Signature Page to First Supplemental Indenture] 








			
		  	 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.



[Signature Page to First Supplemental Indenture] 








			
	 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


 [Signature Page to First Supplemental Indenture] 







 
			
	NCPF Acquisition Corp. II, as Successor Company
		
	By:	 	 /s/ Bradford R. Turner

	Name:	 	Bradford R. Turner
	Title:	 	President


 [Signature Page to First Supplemental Indenture] 







 
			
	Wells Fargo Bank, National Association as Trustee
		
	By:	 	 /s/ Martin Reed

	Name:	 	Martin Reed
	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture]