EX-4.2



 Exhibit 4.2 

JARDEN CORPORATION, 

EACH OF THE GUARANTORS PARTY HERETO, 

NCPF ACQUISITION CORP. II 

(as Successor Company) 
 AND 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
 SECOND
SUPPLEMENTAL INDENTURE 
 Dated as of April 15, 2016 

to 
 Indenture 

Dated as of July 14, 2014 
 3
3/4% Senior Notes due 2021 







 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), NCPF Acquisition Corp. II, a
Delaware corporation (the “Successor Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Capitalized terms used and not defined herein are used as defined in the Indenture
(as defined below). 
 W I T N E S S E T H 

WHEREAS, the Company, the Guarantors, the Trustee and Société Générale Bank & Trust are parties to that
certain Indenture dated as of July 14, 2014, creating the Company’s 3 3/4% Senior Notes due 2021 (the “Notes”), as supplemented by that First Supplemental Indenture dated April 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 9.01(7) of the Indenture provides that the Company and the Trustee
may modify or amend the Indenture without the consent of the Holders to remove a Guarantor which, in accordance with the terms of the Indenture, ceases to be liable in respect of its Guarantee; 

WHEREAS, on the date hereof, the Company will merge with and into the Successor Company, with Successor Company continuing as the surviving
corporation (the “Merger”); 
 WHEREAS, upon the consummation of the Merger the Guarantors 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; 

WHEREAS, pursuant to Section 10.04(3) of the 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 the Indenture; 

WHEREAS, Section 9.01(3) of the Indenture provides that the Company and the Trustee may modify or amend such Indenture 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 the Indenture, 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 the Indenture and the release and discharge of the Company from its obligations under the Notes and the Indenture; 

WHEREAS, (1) 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 (2) the Company and the Guarantors have satisfied all other conditions required
under Article 9 of the Indenture to enable the Company, the Guarantors, the Successor Company 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, the Guarantors and the Successor Company. 
 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 

RELEASE OF GUARANTEES; ASSUMPTION BY SUCCESSOR COMPANY 

Section 1.3 Release of Guarantees. The Trustee, pursuant to Section 10.04 of the Indenture, 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 the Indenture. 

Section 1.4 Assumption by Successor Company. The Successor Company hereby assumes, by this Supplemental Indenture, all of
the Company’s obligations under the Notes and the Indenture. Pursuant to Section 9.01(3) of the Indenture, 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 the 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 Successor Company 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, the Guarantors and the Successor Company, 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 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. 
 Section 2.9 Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof. 







 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
	
	NCPF ACQUISITION CORP. II, AS SUCCESSOR COMPANY
		
	By:	 	 /s/ Bradford R. Turner

	Name:	 	Bradford R. Turner
	Title:	 	President
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	 /s/ Martin Reed

	Name:	 	Martin Reed
	Title:	 	Vice President


 Signature Page to Second Supplemental Indenture 







 
	
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	 YANKEE CANDLE INVESTMENTS LLC
  

each, as a Guarantor

		
	By:	 	 /s/ John E. Capps

	Name:	 	John E. Capps
	Title:	 	Vice President


 Signature Page to Second Supplemental Indenture