<PAGE>

                                                                    EXHIBIT 4(e)

         THIS SECOND SUPPLEMENTAL INDENTURE, dated as of February 18, 2004, is
between JORDAN INDUSTRIES, INC., an Illinois corporation (the "Company"), and
U.S. BANK NATIONAL ASSOCIATION, as trustee (herein called the "Trustee").

                              PRELIMINARY STATEMENT

         The Company and the Trustee have entered into an Indenture, dated as of
July 25, 1997, as supplemented by a First Supplemental Indenture, dated as of
March 9, 1999 (the Indenture, as supplemented being collectively referred to as
the "Indenture") with respect to the Company's Series B 10.375% Senior Notes due
2007 (the "Securities"). Capitalized terms used herein but not otherwise defined
herein shall have the meanings given them in the Indenture.

         Section 9.02 of the Indenture provides that, under certain
circumstances, a supplemental indenture may be entered into by the Company and
the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Securities. In accordance with the
terms of Sections 9.02 and 9.06 of the Indenture, the Company has, by resolution
of the Board of Directors, authorized this Second Supplemental Indenture. The
Trustee has determined that this Second Supplemental Indenture is in form
satisfactory to it.

         The Company has solicited consents to proposed amendments to the
Indenture pursuant to the Offering Memorandum/Consent Solicitation Statement,
dated January 15, 2003 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Offering Memorandum/Consent Solicitation
Statement"). This Second Supplemental Indenture evidences the proposed
amendments described in the Offering Memorandum/Consent Solicitation Statement.

         All things necessary to make this Second Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
issued under the Indenture from and after the date of this Second Supplemental
Indenture, as follows:

         Section 1.        Amendments to the Indenture

         The following definitions are amended and restated in their entirety,
or added to Section 1.1 of the Indenture in their alphabetically appropriate
place, as applicable, to read as follows (deletions are indicated by a line
through the deleted text and new language is indicated by a double underline):

         "JII Holdings" means JII Holdings, LLC, a Delaware limited liability
company and wholly owned subsidiary of the Company.

         "JII Holdings Finance" means JII Holdings Finance Corporation, a
Delaware corporation.

<PAGE>

         "JII Holdings Indenture" means the Indenture, dated as February 18,
2004, by and among the Company, JII Holdings, JII Holdings Finance and U.S. Bank
National Association with respect to the JII Holdings Notes.

         "JII Holdings Notes" means the 13% Senior Secured Notes due 2007 of JII
Holdings and JII Holdings Finance issued pursuant to the JII Holdings Indenture.

         "Other Permitted Indebtedness" means:

         (i)      Indebtedness of the Company and its Restricted Subsidiaries
existing as of the date of original issuance of the Series C Securities and all
related Obligations as in effect on such date (including Old Senior Notes, if
any, the Discount Debentures, the Securities and the Series C Securities);

         (ii)     Indebtedness of the Company and its Restricted Subsidiaries in
respect of bankers' acceptances and letters of credit (including, without
limitation, letters of credit in respect of workers' compensation claims) Issued
in the ordinary course of business, or other Indebtedness in respect to
reimbursement-type obligations regarding workers' compensation claims;

         (iii)    Refinancing Indebtedness, provided that:

                  (A)      the principal amount of such Refinancing Indebtedness
                  shall not exceed the outstanding principal amount of
                  Indebtedness (including unused commitments) so extended,
                  refinanced, renewed, replaced, substituted or refunded plus
                  any amounts incurred to pay premiums, fees and expenses in
                  connection therewith,

                  (B)      except for the JII Holdings Notes, the Refinancing
                  Indebtedness shall have a Weighted Average Life to Maturity
                  equal to or greater than the Weighted Average Life to Maturity
                  of the Indebtedness being extended, refinanced, renewed,
                  replaced, substituted or refunded; and

                  (C)      in the case of Refinancing Indebtedness for
                  subordinated Indebtedness, such Refinancing Indebtedness shall
                  be subordinated to the Securities at least to the same extent
                  as the Indebtedness being extended, refinanced, renewed,
                  replaced, substituted or refunded;

         (iv)     intercompany Indebtedness of and among the Company and its
Restricted Subsidiaries (excluding guarantees by Restricted Subsidiaries of
Indebtedness of the Company not Issued in compliance with Section 4.15);

         (v)      Indebtedness of the Company and its Restricted Subsidiaries
incurred in connection with making permitted Restricted Payments under clauses
(iv) or (v) of Section 4.05(b), and guarantees by the Company of Capital Lease
Obligations of the Company's Nonrestricted Subsidiaries up to the aggregate
amount permitted by clause (xv) of Section 4.05(b);

                                       2
<PAGE>

         (vi)     Indebtedness of any Nonrestricted Subsidiary; provided that
such Indebtedness is nonrecourse to the Company and its Restricted Subsidiaries
and the Company and its Restricted Subsidiaries have no Obligations with respect
to such Indebtedness;

         (vii)    Indebtedness of the Company and its Restricted Subsidiaries
under Hedging Obligations;

         (viii)   Indebtedness of the Company and its Restricted Subsidiaries
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts, which will not be, and will not be deemed to be, inadvertent) drawn
against insufficient funds in the ordinary course of business;

         (ix)     Indebtedness of any Person at the time it is acquired as a
Restricted Subsidiary, provided that such Indebtedness was not Issued by such
Person in connection with or in anticipation of such acquisition and that such
Indebtedness is nonrecourse to the Company and any other Restricted Subsidiary
and the Company and such other Restricted Subsidiaries have no Obligations with
respect to such Indebtedness;

         (x)      guarantees by Restricted Subsidiaries of Indebtedness of any
Restricted Subsidiary if such Indebtedness so guaranteed is permitted under this
Indenture;

         (xi)     guarantees by a Restricted Subsidiary of Indebtedness of the
Company if the Indebtedness so guaranteed is permitted under this Indenture and
the Securities are guaranteed by such Restricted Subsidiary to the extent
required by Section 4.15;

         (xii)    guarantees by the Company of Indebtedness of any Restricted
Subsidiary if the Indebtedness so guaranteed is permitted under this Indenture;

         (xiii)   Indebtedness of the Company and its Restricted Subsidiaries
Issued in connection with performance, surety, statutory, appeal or similar
bonds in the ordinary course of business; and

         (xiv)    Indebtedness of the Company and its Restricted Subsidiaries
Issued in connection with agreements providing for indemnification, purchase
price adjustments and similar obligations in connection with the sale or
disposition of any of their business, properties or assets.

         "Permitted Liens" means: (a) with respect to the Company and its
Restricted Subsidiaries,

         (1)      Liens for taxes, assessments, governmental charges or claims
                  which are being contested in good faith by appropriate
                  proceedings promptly instituted and diligently conducted and
                  if a reserve or other appropriate provision, if any, as shall
                  be required in conformity with GAAP shall have been made
                  therefor;

         (2)      statutory Liens of landlords and carriers', warehousemen's,
                  mechanics', suppliers', materialmen's, repairmen's or other
                  like Liens arising in the ordinary course of business and with
                  respect to amounts not yet delinquent or being

                                       3
<PAGE>

                  contested in good faith by appropriate proceedings, if a
                  reserve or other appropriate provision, if any as shall be
                  required in conformity with GAAP shall have been made
                  therefor;

         (3)      Liens incurred on deposits made in the ordinary course of
                  business in connection with workers' compensation,
                  unemployment insurance and other types of social security;

         (4)      Liens incurred on deposits made to secure the performance of
                  tenders, bids, leases, statutory obligations, surety and
                  appeal bonds, government contracts, performance and return of
                  moneys, bonds and other obligations of a like nature incurred
                  in the ordinary course of business (exclusive of obligations
                  for the payment of borrowed money);

         (5)      easements, rights-of-way, zoning or other restrictions, minor
                  defects or irregularities in title and other similar charges
                  or encumbrances not interfering in any material respect with
                  the business of the Company or any of its Restricted
                  Subsidiaries incurred in the ordinary course of business;

         (6)      Liens (including extensions, renewals and replacements
                  thereof) upon property acquired (the "Acquired Property")
                  after the date of original Issuance of the Series C
                  Securities, provided that:

                  (A)      any such Lien is created solely for the purpose of
                           securing Indebtedness representing, or Issued to
                           finance, refinance or refund, the cost (including the
                           cost of construction) of the Acquired Property,

                  (B)      the principal amount of the Indebtedness secured by
                           such Lien does not exceed 100% of the cost of the
                           Acquired Property,

                  (C)      such Lien does not extend to or cover any property
                           other than the Acquired Property and any improvements
                           on such Acquired Property, and

                  (D)      the Issuance of the Indebtedness to purchase the
                           Acquired Property is permitted by Section 4.07;

         (7)      Liens in favor of customs and revenue authorities arising as a
                  matter of law to secure payment of customs duties in
                  connection with the importation of goods;

         (8)      judgment and attachment Liens not giving rise to an Event of
                  Default;

         (9)      leases or subleases granted to others not interfering in any
                  material respect with the business of the Company or any of
                  its Restricted Subsidiaries;

         (10)     Liens encumbering customary initial deposits and margin
                  deposits, and other Liens incurred in the ordinary course of
                  business and that are within the general parameters customary
                  in the industry, in each case securing Indebtedness under
                  Hedging Obligations;

                                       4
<PAGE>

         (11)     Liens encumbering deposits made to secure obligations arising
                  from statutory, regulatory, contractual or warranty
                  requirements of the Company or its Restricted Subsidiaries,

         (12)     Liens arising out of consignment or similar arrangements for
                  the sale of goods entered into by the Company or its
                  Restricted Subsidiaries in the ordinary course of business;

         (13)     any interest or title of a lessor in property subject to any
                  Capital Lease Obligation or operating lease;

         (14)     Liens arising from filing Uniform Commercial Code financing
                  statements regarding leases;

         (15)     Liens existing on the date of original issuance of the Series
                  C Securities and any extensions, renewals or replacements
                  thereof;

         (16)     any Lien granted to the Trustee under this Indenture and any
                  substantially equivalent Lien granted to any trustee or
                  similar institution under any indenture for senior
                  Indebtedness permitted by the terms of this Indenture; and

         (17)     any Lien granted to secure (a) the JII Holdings Notes and (b)
                  any guarantee of the JII Holdings Notes.

(b)      with respect to the Restricted Subsidiaries,

         (1)      Liens securing Restricted Subsidiaries' reimbursement
                  Obligations with respect to letters of credit that encumber
                  documents and other property relating to such letters of
                  credit and the products and proceeds thereof;

         (2)      Liens securing Indebtedness Issued by Restricted Subsidiaries
                  if such Indebtedness is permitted by (A) Section 4.07(a), (B)
                  Sections 4.07(b)(i), (b)(ii), (b)(iii) or (b)(iv), or (C)
                  clauses (i), (iii) (to the extent the Indebtedness subject to
                  such Refinancing Indebtedness was subject to Liens), (vii),
                  (ix) or (x) of the definition of Other Permitted Indebtedness;

         (3)      Liens securing intercompany Indebtedness Issued by any
                  Restricted Subsidiary to the Company or another Restricted
                  Subsidiary;

         (4)      additional Liens at any one time outstanding with respect to
                  assets of the Restricted Subsidiaries the aggregate fair
                  market value of which does not exceed $10,000,000 (the fair
                  market value of any such asset is to be determined on the date
                  such Lien is granted on such asset);

         (5)      Liens securing guarantees by Restricted Subsidiaries of
                  Indebtedness Issued by the Company if such guarantees are
                  permitted by clause (xi) (but only in respect of the property,
                  rights and assets of the Restricted Subsidiaries Issuing such
                  guarantees) of the definition of Other Permitted Indebtedness;
                  and

                                       5
<PAGE>

(c)      with respect to the Company,

         (1)      Liens securing Indebtedness Issued by the Company under the
                  New Credit Agreement if such Indebtedness is permitted by
                  Section 4.07 (including, but not limited to, Indebtedness
                  Issued by the Company under the New Credit Agreement pursuant
                  to Section 4.07(b)(i) and/or (b)(iv));

         (2)      Liens securing Indebtedness of the Company if such
                  Indebtedness is permitted by clauses (i), (iii) (to the extent
                  the Indebtedness subject to such Refinancing Indebtedness was
                  subject to Liens) or (vii) of the definition of Other
                  Permitted Indebtedness; and

         (3)      Liens securing guarantees by the Company of Indebtedness
                  Issued by Restricted Subsidiaries if (x) such Indebtedness is
                  permitted by Section 4.07 (including, but not limited to,
                  Indebtedness Issued by Restricted Subsidiaries under the New
                  Credit Agreement pursuant to Section 4.07(b)(i) and/or (v))
                  and (y) such guarantees are permitted by clause (xii) (but
                  only in respect of Indebtedness Issued by the Restricted
                  Subsidiaries under the New Credit Agreement pursuant to
                  Section 4.07) of the definition of Other Permitted
                  Indebtedness;

provided, however, that, notwithstanding any of the foregoing, the Permitted
Liens referred to in clause (c) of this definition shall not include any Lien on
Capital Stock of Restricted Subsidiaries held by the Company (as distinguished
from Liens on Capital Stock of Restricted Subsidiaries held by other Restricted
Subsidiaries) other than Liens securing (A) Indebtedness of the Company Issued
under the New Credit Agreement pursuant to Section 4.07 and any permitted
Refinancing Indebtedness of such Indebtedness, and (B) guarantees by the Company
of Indebtedness Issued by Restricted Subsidiaries under the New Credit Agreement
pursuant to Section 4.07 and any permitted Refinancing Indebtedness of such
Indebtedness.

         Section 2.        Effectiveness; Termination

         (a)      This Second Supplemental Indenture is entered into pursuant to
and consistent with Section 9.02 of the Indenture, and nothing herein shall
constitute an amendment, supplement or waiver requiring the approval of each
Holder pursuant to clauses (1) through (6) of the last paragraph of Section
9.02.

         (b)      This Second Supplemental Indenture shall become effective and
binding on the Company, the Trustee and the Holders of the Securities upon the
execution and delivery by the parties to this Second Supplemental Indenture;
provided, however, that the provisions of the Indenture referred to in Section 1
above (such provisions being referred to as the "Amended Provisions") will
remain in effect in the form they existed prior to the execution of this Second
Supplemental Indenture, and the deletions and the amendments to the Amended
Provisions will not become operative, and the terms of the Indenture will not be
amended, modified or deleted, in each case, until the closing of the Exchange
Offer (as defined in the Offering Memorandum/Consent Solicitation Statement)(the
"Operative Date").

         Section 3.        Reference to and Effect on the Indenture.

                                       6
<PAGE>

         (a)      On and after an Operative Date, each reference in the
Indenture to "the Indenture," "this Indenture," "hereunder," "hereof" or
"herein" shall mean and be a reference to the Indenture as supplemented by this
Second Supplemental Indenture unless the context otherwise requires.

         (b)      Except as specifically amended above, the Indenture shall
remain in full force and effect and is hereby ratified and confirmed.

         Section 4.        Governing Law.

         This Second Supplemental Indenture shall be construed and enforced in
accordance with, and interpreted under, the internal laws of the State of New
York, without reference to the conflict of laws provisions thereof.

         Section 5.        Counterparts and Methods of Execution.

         This Second Supplemental Indenture may be executed in several
counterparts, all of which together shall constitute one agreement binding on
all parties, notwithstanding that all parties have not signed the same
counterpart.

         Section 6.        Titles.

         Section titles are for descriptive purposes only and shall not control
or alter the meaning of this Second Supplemental Indenture as set forth in the
text.

                                       7
<PAGE>

         IN WITNESS WHEREOF, the Company and the Trustee have caused this Second
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized all as of the day and year first above written.

                                              JORDAN INDUSTRIES, INC.

                                              By:  /s/ Gordon L. Nelson, Jr.
                                              Name:  Gordon L. Nelson, Jr.
                                              Title:  Senior Vice President

                                              U.S. BANK NATIONAL ASSOCIATION, as
                                              Trustee

                                              By:  /s/ Richard H. Prokosch
                                              Name:  Richard H. Prokosch
                                              Title:  Vice President

                                       8