Sunbeam 2007 Annual Report Download - page 135

Exhibit 4.6
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 7, 2007, among K2 Inc., a
Delaware corporation, Earth Products Inc., a California corporation, JT Sports LLC, a Delaware limited liability company, K-2
Corporation, an Indiana corporation, K2 Licensed Products, Inc., a Delaware corporation, K2 Merchandising, Inc., a Delaware
corporation, K2 Properties, Inc., a Delaware corporation, Marker Volkl USA, Inc., a New Hampshire corporation, Marmot Mountain,
LLC, a Delaware limited liability company, Miken Sports, LLC, a Delaware limited liability company, Penn Fishing Tackle Mfg.
Co., a Pennsylvania corporation, Rawlings Sporting Goods Company, Inc., a Delaware corporation, Sea Striker, Inc., a North
Carolina corporation, Shakespeare Company, LLC, a Delaware limited liability company, Shakespeare Conductive Fibers, LLC, a
Delaware limited liability company, Sitca Corporation, a Washington corporation, SMCA, Inc., a Minnesota corporation, and Stearns
Inc., a Minnesota corporation (collectively, the “Guaranteeing Subsidiaries”), which are direct or indirect subsidiaries of Jarden
Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to
below) party hereto and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee the Base Indenture, dated as of February 13,
2007, by and between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of February 13,
2007, among the Company, the Guarantors named therein and the Trustee, as further supplemented by the Second Supplemental
Indenture, dated as of February 14, 2007, among the Company, the Guarantors named therein and the Trustee, as further
supplemented by the Third Supplemental Indenture, dated as of May 11, 2007, among the Company, the Guarantors named therein
and the Trustee, and as further supplemented by the Fourth Supplemental Indenture, dated as of July 6, 2007, among the Company,
the Guarantors named therein and the Trustee, (collectively, as further amended, supplemented or otherwise modified from time to
time, the “Indenture”), providing for the issuance of the Company’s 7
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/ 2 % Senior Subordinated Notes due 2017 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to
the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall agree to unconditionally guarantee all of
the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth in a subsidiary guarantee to be
executed by the Guaranteeing Subsidiaries on the date hereof (the “Subsidiary Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Company, the Guarantors, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Notes as follows:
1. C APITALIZED T ERMS . Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture.
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