S-3/A

    As filed with the Securities and Exchange Commission on January 29, 2003

Registration File Nos.: 333-102387; 333-102387-01; 333-102387-02; 333-102387-03;
    333-102387-04; 333-102387-05; 333-102387-06333-102387-07; 333-102387-08


- --------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               JARDEN CORPORATION
               (Exact name of registrant as specified in charter)


              DELAWARE                                          35-1828377
    (State or other jurisdiction                             (I.R.S. Employer
   of incorporation or organization)                        Identification No.)

                            555 THEODORE FREMD AVENUE
                                  RYE, NY 10580
                                 (914) 967-9400

        (Address, including zip code and telephone number, including area
               code, of registrant's principal executive offices)

  FOR CO-REGISTRANTS, SEE "TABLE OF ADDITIONAL REGISTRANTS" ON FOLLOWING PAGE.


            MARTIN E. FRANKLIN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               JARDEN CORPORATION
                            555 THEODORE FREMD AVENUE
                                  RYE, NY 10580
                                 (914) 967-9400

       (Name, Address, including zip code and telephone number, including
                   area code, of agent for service of process)
                                 with copies to:

                            ROBERT L. LAWRENCE, ESQ.
                               KANE KESSLER, P.C.
                           1350 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10019
                                 (212) 541-6222

- --------------------------------------------------------------------------------

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than the securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]




         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]




                       -----------------------------------


       The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

                         TABLE OF ADDITIONAL REGISTRANTS



- ---------------------------------------------------------------------------------------------------------------------
                                    STATE OR OTHER JURISDICTION                         ADDRESS, INCLUDING ZIP CODE
                                        OF INCORPORATION OR          I.R.S.EMPLOYER        AND TELEPHONE NUMBER,
NAME                                       ORGANIZATION          IDENTIFICATION NUMBER      INCLUDING AREA CODE
- ---------------------------------------------------------------------------------------------------------------------
                                                                                           
Alltrista Newco Corporation                   Indiana                  35-2000581                    *
- ---------------------------------------------------------------------------------------------------------------------
Alltrista Plastics Corporation                Indiana                  35-2000584                    *
- ---------------------------------------------------------------------------------------------------------------------
Alltrista Zinc Products, L.P.                 Indiana                  35-2000583                    *
- ---------------------------------------------------------------------------------------------------------------------
Hearthmark, Inc.                              Indiana                  35-2000585                    *
- ---------------------------------------------------------------------------------------------------------------------
Quoin Corporation                            Delaware                  88-0374612                    *
- ---------------------------------------------------------------------------------------------------------------------
Tilia, Inc.                                  Delaware                  36-4491807                    *
- ---------------------------------------------------------------------------------------------------------------------
Tilia Direct, Inc.                           Delaware                  37-1424484                    *
- ---------------------------------------------------------------------------------------------------------------------
Tilia International, Inc.                    Delaware                  38-3645648                    *
- ---------------------------------------------------------------------------------------------------------------------


*   The name, address, including zip code, and telephone number of the agent for
    service of process is Martin E. Franklin at 555 Theodore Fremd Avenue, Rye,
    NY 10580, telephone number (914) 967-9400.




         THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED JANUARY 29, 2003.


                                   PROSPECTUS

                               JARDEN CORPORATION

                                  $150,000,000

                         DEBT SECURITIES, COMMON STOCK,
                          PREFERRED STOCK, AND WARRANTS

                                 ---------------

         We may from time to time sell up to $150,000,000 aggregate initial
offering price of one or more series of our debt securities, our common stock,
$0.01 par value per share, our preferred stock, $0.01 par value per share, our
warrants to purchase debt securities, common stock, or preferred stock, or any
combination of our debt securities, common stock, preferred stock, and warrants.

         These debt securities may consist of notes, debentures or other types
of debt. We will provide specific terms of these debt securities in supplements
to this prospectus. Our payment obligations under any series of debt securities
may be guaranteed by one or more of our subsidiaries which are co-registrants.

         This prospectus provides a general description of the securities we may
offer. The specific terms of the securities offered by this prospectus will be
set forth in a supplement to this prospectus and will include, among other
things:

         o    in the case of common stock, the number of shares, purchase price,
              and terms of the offering and sale thereof;

         o    in the case of preferred stock, the number of shares, purchase
              price, the designation and relative rights, preferences,
              limitations and restrictions, and the terms of the offering and
              sale thereof;

         o    in the case of debt securities, the specific designation,
              aggregate principal amount, purchase price, maturity, interest
              rate, time of payment of interest, terms (if any) for the
              subordination or redemption thereof, and any other specific terms
              of the debt securities; and

                                       1


         o    in the case of warrants, the title, aggregate number, price at
              which it will be issued, exercise price, and designation,
              aggregate principal amount and terms of the securities issuable
              upon exercise of the warrants.

         Any prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus, any prospectus
supplement and the additional information described under "Where You Can Find
More Information" carefully before you invest in our securities.


         Our common stock trades on the New York Stock Exchange under the symbol
"JAH." On January 28, 2003, the last reported sale price of our shares on the
New York Stock Exchange was $26.06 per share.


         The securities may be sold through underwriters or dealers designated
from time to time or to other purchasers directly or through agents designated
from time to time (see "Plan of Distribution").

                                 ---------------

         PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 16 AND IN ANY
PROSPECTUS SUPPLEMENT FOR A DESCRIPTION OF THE RISKS YOU SHOULD CONSIDER WHEN
EVALUATING THIS INVESTMENT.
                                 ---------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE
EXCHANGE OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

               THE DATE OF THIS PROSPECTUS IS __________ __, 2003.



                                       2




                                TABLE OF CONTENTS




                                                                                                              Page
                                                                                                              ----
                                                                                                           
SUMMARY.......................................................................................................  5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................................................  6
THE COMPANY...................................................................................................  8
RISK FACTORS.................................................................................................. 16
   Reductions, cancellations, or delays in customer purchases
    would adversely affect our profitability.................................................................. 16
  We may be adversely affected by the trend towards retail trade consolidation................................ 16
  Sales of some of our products are seasonal and weather related.............................................. 16
  We depend on suppliers in Asia.............................................................................. 17
  Competition in our industries may hinder our ability to execute our business
    strategy, achieve profitability, or maintain relationships with existing customers........................ 17
  If we fail to develop new or expand existing customer relationships, our
    ability to grow our business will be impaired............................................................. 18
  We cannot be certain that our product innovations and marketing successes will continue..................... 18
  We may experience difficulty in integrating acquired businesses, which
    may interrupt our business operations..................................................................... 19
  Our operations are subject to a number of Federal, state and
    local environmental regulations........................................................................... 19
  We may be adversely affected by remediation obligations
    mandated by applicable environmental laws................................................................. 19
  We depend upon key personnel................................................................................ 20
  We enter into contracts with the United States government and other governments............................. 20
  Our operating results can be adversely affected by changes in the cost
    or availability of raw materials.......................................................................... 20
  Our business could be adversely affected because of risks which are
    particular to international operations.................................................................... 21
  Our performance can fluctuate with the financial condition of the retail industry........................... 21
  Claims made against us based on product liability could have a material
    adverse effect on our business............................................................................ 21
  We depend on our patents and proprietary rights............................................................. 22
  We depend on a single manufacturing facility for certain essential products................................. 22
  Certain of our employees are represented by labor unions.................................................... 22
  Our significant indebtedness could adversely affect our financial
    health, and prevent us from fulfilling our obligations under our debt..................................... 22
  We will require a significant amount of cash to service our indebtedness.
    Our ability to generate cash depends on many factors beyond our control................................... 23
  The indenture related to the debt securities, our 9 3/4% senior subordinated
    notes due 2012, and our senior credit facility contain various covenants
    which limit our management's discretion in the operation of our business.................................. 24
  We may not have the ability to raise the funds necessary
    to finance the change of control offer required by the
    indenture related to our 9 3/4% senior subordinated notes due 2012........................................ 25
  Delaware law and our rights plan may limit possible takeovers............................................... 25
  The market price for our common stock is volatile........................................................... 25
  We may issue a substantial amount of our common stock in connection with future


                                       3




                                                                                                              Page
                                                                                                              ----
                                                                                                           
    acquisitions and the sale of those shares could adversely affect our stock price.......................... 26
  Our stock price may be adversely affected if our stockholders sell substantial
    amounts of our common stock, or our preferred stock or warrants convertible
    into our common stock, in the public market following the offering........................................ 26
  Since we have broad discretion in how we use the net proceeds from this
     offering, we may use such proceeds in ways with which you disagree....................................... 26
  Your right to receive payments on the debt securities is junior to our existing
    senior indebtedness and possibly all of our future borrowings. Further, the
    guarantees of the debt securities are junior to all of the guarantors' existing
    senior indebtedness and possibly to all their future borrowings........................................... 27
  Since the debt securities are unsecured, your right to enforce remedies
    is limited by the rights of holders of secured debt....................................................... 27
  Not all of our subsidiaries will guarantee our obligations under the
    debt securities, and the assets of the non-guarantor subsidiaries may not be
    available to make payments on the debt securities......................................................... 28
  A public market for the debt securities may not develop..................................................... 28
  Federal and state statutes allow courts, under specific circumstances, to void
    guarantees and require  security holders to return payments received from guarantors...................... 28
FORWARD LOOKING STATEMENTS.................................................................................... 30
USE OF PROCEEDS............................................................................................... 31
RATIO OF EARNINGS TO FIXED CHARGES............................................................................ 31
DESCRIPTION OF THE DEBT SECURITIES............................................................................ 31
DESCRIPTION OF CAPITAL STOCK.................................................................................. 38
DESCRIPTION OF WARRANTS....................................................................................... 38
DESCRIPTION OF SENIOR INDEBTEDNESS............................................................................ 40
PLAN OF DISTRIBUTION.......................................................................................... 45
WHERE YOU CAN FIND MORE INFORMATION........................................................................... 46
EXPERTS....................................................................................................... 47
LEGAL MATTERS................................................................................................. 47



                                       4




                                     SUMMARY

         This prospectus is part of a registration statement that Jarden
Corporation and the co-registrants (together, the "registrants") filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, the registrants may sell any combination
of the securities described in this prospectus in one or more offerings up to a
total dollar amount of $150,000,000. This prospectus provides you with a general
description of the securities the registrants may offer. Each time the
registrants sell securities, the registrants will provide a prospectus
supplement that will contain specific information about the terms of that
offering. To understand the terms of our securities, you should carefully read
this document with the applicable prospectus supplement, which may add, update,
or change information. Together these documents will give the specific terms of
the securities we are offering. You should also read the documents we have
incorporated by reference in this prospectus and in any prospectus supplement.

THE SECURITIES WE MAY OFFER

         This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under the shelf registration process, we may offer from time to time up to an
aggregate of $150,000,000 of one or more series of our debt securities, our
common stock, $0.01 par value per share, our preferred stock, $0.01 par value
per share, our warrants to purchase debt securities, common stock, or preferred
stock, or any combination of our debt securities, common stock, preferred stock,
and warrants.

DEBT SECURITIES

         The terms of each series of debt securities will be detailed or
determined in the manner provided in an indenture. The particular terms of each
series of debt securities will be described in a prospectus supplement relating
to the series, including any pricing supplement. We will set forth in a
prospectus supplement (including any pricing supplement) relating to any series
of debt securities being offered, among other things, the initial offering
price, the aggregate principal amount the price or prices at which we will sell
the debt securities, any limit on the aggregate principal amount of the debt
securities, the date or dates on which we will pay the principal on the debt
securities, and the rate or rates at which the debt securities will bear
interest. We have summarized general features of our debt securities under the
section entitled "Description of Debt Securities" contained in this prospectus.

COMMON STOCK

         We may issue common stock, par value $0.01 per share. Holders of our
common stock are entitled to receive dividends when declared by our board of
directors, subject to the rights of holders of our preferred shares. Each holder
of common shares is entitled to one vote per share. The holders of common shares
have no preemptive or cumulative voting rights. Our credit facility contains
restrictions on our ability to pay dividends or make other distributions.

PREFERRED STOCK

                                       5


         We may issue preferred stock, par value $0.01 per share, in one or more
series. Subject to the terms of our governing documents and applicable Delaware
law, our board of directors will determine the dividend, voting, conversion and
other rights and preferences of the series of preferred stock being offered.

WARRANTS

         We may issue warrants for the purchase of debt securities, preferred
stock or common stock either independently or together with other securities.
Each warrant will entitle the holder to purchase the principal amount of our
debt securities, or the number of shares of preferred stock or common stock, at
the exercise price set forth in, or calculable as set forth in, the applicable
prospectus supplement
                                 ---------------

         The mailing address and telephone number of our principal executive
offices are 555 Theodore Fremd Avenue, Rye, New York, 10580, (914) 967-9400.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents heretofore filed by us with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference
in this prospectus, except as superseded or modified herein:

         (a)  Our annual report on Form 10-K/A for the fiscal year ended
              December 31, 2001;

         (b)  Our quarterly report on Form 10-Q/A for the period ended March 31,
              2002;

         (c)  Our quarterly report on Form 10-Q/A for the period ended June 30,
              2002;

         (d)  Our quarterly report on Form 10-Q for the period ended September
              30, 2002;

         (e)  Our current report on Form 8-K, Date of Event - December 18, 2001,
              filed on January 9, 2002;

         (f)  Our current report on Form 8-K, Date of Event - March 28, 2002,
              filed on March 28, 2002;

         (g)  Our current report on Form 8-K, Date of Event - March 28, 2002,
              filed on March 29, 2002;

         (h)  Our current report on Form 8-K, Date of Event - April 24, 2002,
              filed on May 9, 2002;

         (i)  Our current report on Form 8-K, Date of Event - May 30, 2002,
              filed on June 4, 2002;

         (j)  Our current report on Form 8-K, Date of Event - October 17, 2002,
              filed on October 24, 2002;

                                       6


         (k)  Our current report on Form 8-K, Date of Event - October 28, 2002,
              filed on October 29, 2002;

         (l)  Our current report on Form 8-K, Date of Event - November 1, 2002,
              filed on November 1, 2002;


         (m)  Our current report on Form 8-K, Date of Event - January 7, 2003,
              filed on January 10, 2002;

         (n)  Our definitive proxy statement on Schedule 14A filed on April 30,
              2002;

         (o)  The description of our common stock contained in our registration
              statement on Form 8-A/A filed on May 1, 2002, including any
              amendments or reports filed for the purpose of updating that
              description; and

         (p)  The description of the preferred stock purchase rights of our
              common stock contained in our registration statement on Form 8-A/A
              filed on May 1, 2002, including any amendments or reports filed
              for the purpose of updating that description.


         All of such documents are on file with the Commission. In addition, all
documents filed by Jarden Corporation pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this prospectus and prior
to termination of the offering are incorporated by reference in this prospectus
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.

         This prospectus incorporates herein by reference important business and
financial information about us that is not included in or delivered with this
prospectus. This information is available to you without charge upon written or
oral request. If you would like a copy of any of this information, please submit
your request to Jarden Corporation, 555 Theodore Fremd Avenue, Rye, NY 10580,
Attention: Corporate Secretary, or call (914) 967-9400.



                                       7




                                   THE COMPANY

          Jarden Corporation is a leading provider of niche consumer products
used in home food preservation. We operate two distinct business groups,
consumer products and material based. Our consumer products group markets and
distributes the FoodSaver(R) line, which is the U.S. market leader in home
vacuum packaging systems and accessories and is the leading North American
manufacturer, distributor and marketer of home canning and related products,
primarily under the Ball(R), Kerr(R) and Bernardin(R) brands. Our materials
based group is the country's largest producer of zinc strip and is a plastics
manufacturer.

         During 2001, we repositioned our growth strategy to focus on consumer
products. Alltrista Consumer Products manufactures, markets and distributes a
broad line of home food preservation and preparation products that includes
recognized brand name home canning jars, jar closures and other accessories
(including fruit pectin, Fruit-Fresh(R) brand fruit protector, pickle mixes and
tomato mixes). As of April 24, 2002, through the acquisition of Tilia
International, Inc. and its subsidiaries ("Tilia"), our consumer products group
markets and distributes the FoodSaver(R) vacuum packaging system. Vacuum
packaging is the process of removing air from a container to create a vacuum,
and then sealing the container so that air cannot re-enter.

         Our materials based group is comprised of three business segments:
metals, injection molded plastics, and other. Our metals business is the sole
source supplier of copper plated zinc penny blanks to both the United States
Mint and the Royal Canadian Mint. In addition, we manufacture a line of
industrial zinc items used in the plumbing, automotive, electrical component and
European architectural markets, and the Lifejacket(R) anti-corrosion system. Our
plastic injection molding business manufactures precision custom components for
major companies in the healthcare and consumer products industries including
CIBA Vision Corporation, Johnson & Johnson, Meridian Diagnostics, Inc., The
Scotts Company and Winchester Ammunition. The other segment includes the
manufacturing of non-injection molded plastic parts and other immaterial
business activities.

RECENT DEVELOPMENTS

         Diamond Brands Acquisition. On November 27, 2002, we entered into an
Asset Purchase Agreement to purchase the business assets and liabilities of
Diamond Brands Operating Corp. and its affiliates ("Diamond Brands"), a leading
manufacturer and marketer of niche consumer products for domestic use including
matches, toothpicks, disposable plastic cutlery, straws, clothespins and wooden
crafts sold primarily under the Diamond Brands(R) and Forster(R) trademarks. The
acquisition of Diamond Brands has been approved in the United States Bankruptcy
Court for the District of Delaware as the exclusive plan to be voted on by the
creditors.

         Our acquisition of Diamond Brands is subject to final confirmation by
the United States Bankruptcy Court for the district of Delaware,
Hart-Scott-Rodino approval, and other customary closing conditions. Although we
cannot assure you that any and all these conditions will be satisfied, at this
time, we believe that we will complete the acquisition during the first quarter
of 2003.

                                       8


          We intend to finance our acquisition of Diamond Brands at closing with
the combination of available cash and borrowings under our credit facility. The
purchase price for the sale and transfer of the assets shall consist of: (a) an
aggregate amount equal to the sum of the following: (i) $12,950,000 in cash,
(ii) the balance, as of the closing, of the principal amount due under a DIP
loan agreement, taking into account all payments made in respect of such
principal amount by the debtors through the closing, plus (b) at Jarden's
election, within six months after the closing (i) either $6 million in cash
payable by wire transfer in immediately available funds or (ii) shares of Jarden
common stock with an aggregate fair market value of $6 million as of the date of
delivery; and (c) the assumption of certain liabilities.

         Exchange Offer. On December 4, 2002, we completed an offer to the
holders of our 9 3/4% senior subordinated notes subject to Rule 144A of the
Securities Act of 1933 to exchange those notes for our 9 3/4% senior
subordinated notes which are registered under the Securities Act of 1933, as
amended, and are substantially similar to the old notes except that the
mandatory redemption provisions and the transfer restrictions applicable to the
old notes are not applicable to the new notes. Substantially all of the
$150,000,000 aggregate principal amount of the old notes were exchanged for the
new notes.

CONSUMER PRODUCTS GROUP

         The consumer products group is comprised of two segments: vacuum
packaging and domestic consumables.

         Our domestic consumables segment manufactures, markets and distributes
a line of home food preservation products to serve value, mid-tier and premium
oriented customers, which products include home canning jars, jar closures, home
canning tools, and other accessories. These products are marketed under the
well-known Ball(R), Bernardin(R), Golden Harvest(R), and Kerr(R) brand names. We
also market and distribute related food products, including fruit pectin,
Fruit-Fresh(R) brand fruit protector, pickle mixes, tomato mixes and all-in-one
canning kits, including a jam pectin kit and jelly and salsa kits. In addition,
we market a line of housewares under the Golden Harvest(R) brand, including
tumblers, beverage tappers and other glassware.

         We also provide patented vacuum packaging systems for household use
marketed under the FoodSaver(R) brand. Our seven models of compact, patented
counter-top FoodSaver(R) appliances incorporate a vacuum pump and bag sealer to
keep foods fresh and are sold at prices ranging from approximately $100 to
almost $300. We market our FoodSaver(R) appliances in tandem with our patented
FoodSaver(R) bags and rolls and complementary accessories, including canisters,
containers, lids, jar sealers and bottle stoppers.

Customers

         Our customers are a diverse group of wholesalers and retailers in the
United States and Canada. Our principal customers include grocery stores, mass
merchants, warehouse clubs, and hardware stores, but we also sell through
sporting goods and outdoor stores and specialty retailers. We have been
Wal-Mart's category manager for the home canning segment since 1998. In this
role, we are responsible for the home canning section within the store,
including inventory management, the introduction of new items, and the creation
of various reports to track inventory, sales, and margins. In addition to these
channels of distribution, vacuum packaging



                                       9


products are sold directly to individual consumers through direct-to-consumer
channels. Our direct-to-consumer sales have primarily been made through
infomercials and catalogs.

Sales and Marketing

         Our consumer products sales are made in the United States and Canada
through food brokers and manufacturer representative organizations as well as
through our internal sales force and house accounts. We employ regional sales
managers located in key geographic areas who oversee the sales and retail
activities of food brokerage firms and independent manufacturer representatives.

Distribution and Fulfillment

         We utilize company-operated and independent warehouses located in
various regions of the United States and Canada to distribute our products. The
largest of these warehouses is located in Muncie, Indiana and is operated by an
outsourced provider, which utilizes highly automated packaging equipment
allowing us to maintain our efficient and effective logistics and freight
management processes. We also work with an outsourced provider for the delivery
of our products in order to ensure that as many shipments as possible are
processed as full truckloads, saving significant freight costs.

Manufacturing

         We manufacture the metal closures for our home canning jars at our
Muncie, Indiana facility. Lithographed tin plated steel sheet is cut and formed
to produce the lids and bands. Liquid plastisol, which we formulate, is applied
to lids, forming an airtight seal, which is necessary for safe and effective
home canning. Finished products are packaged for integration with glass jars or
sold in multi-packs as replacement lids.

         Vacuum packaging products are sourced through a network of independent
manufacturers. Appliances are currently sourced through three facilities in
China; bags and rolls are currently sourced through suppliers in Korea and the
United States; and accessories are sourced from Taiwan, China and the United
States. Our own research and development department designs and engineers
products in the United States and sets strict engineering specifications for the
third-party manufacturers. We maintain ownership over all necessary production
molds.

Intellectual Property

         Management believes that none of our active trademarks or patents is
essential to the successful operation of our business as a whole. However, one
or more trademarks or patents may be material in relation to individual products
or product lines such as our property rights to use the Ball(R), FoodSaver(R),
Fruit-Fresh(R), Golden Harvest(R), and Kerr(R) brand names and the Bernardin(R)
trade name in connection with certain goods to be sold, including home food
preservation supplies, kitchen housewares and packaged foods for human
consumption.

         We hold patents throughout many primary worldwide markets on both the
design of the FoodSaver(R) appliance itself as well as on many of its
components. Our patent on the



                                       10


FoodSaver(R) vacuum seal appliance expires in 2009, and our patent on
FoodSaver(R) bags expires in 2005. The key elements of the bag are a unique
waffle pattern that facilitates air removal, an oxygen barrier layer that
prevents air from entering the bag and a heat resistant outer layer to allow
easy sealing without burn-through. In addition, we have registered the VacLoc,
SaverMate, VacuTop and VacuSave names with the U.S. Patent and Trademark Office
and in several countries throughout the world. In addition, we have developed a
proprietary two-piece closure system incorporating a plastisol sealant that
differentiates our jar lids from our competitors' lids. We have pending patent
applications for new technology for bags and vacuum packaging systems that we
recently acquired.

         Pursuant to the terms of the 1993 distribution agreement with Ball
Corporation, we were granted a license to use the Ball(R) brand name for our
consumer products. In the event of a change of control of Jarden which has not
received the approval of a majority of our board of directors or causes us to be
controlled or majority owned by a competitor of Ball, Ball has the option to
terminate our license to use the Ball(R) brand name. Pursuant to the terms of an
agreement with Kerr Group, Inc., we have a perpetual exclusive, worldwide
license to use the Kerr(R) brand name in our consumer products division.
However, in the event of a change of control of Jarden which has not received
the approval of a majority of our board of directors, Kerr has the option to
terminate our license to use the Kerr(R) brand name.

Raw Materials

         Most of our glass canning jars are supplied under an agreement with
Anchor Glass Container Corporation. Such glass materials are also available from
a variety of other sources at competitive prices. The tin plate raw material
used in the manufacture of our home canning jar lids and closures is supplied by
multiple vendors and is currently available from a variety of sources at
competitive prices. Historically, the raw materials and components that are
necessary for the manufacture of our products have been available in the
quantities that we require.

Competition

         We are the leading provider of home canning products and related
accessories and our brands represent a significant portion of the sales in this
niche market. In addition to the competitors in our niche market, we compete
with companies who specialize in other food preservation mediums such as
freezing and dehydration.

         Our vacuum packaging appliances compete with marketers of
"conventional" food storage solutions, such as plastic bags and containers. In
addition, our competitors include manufacturers of sealing appliances that
heat-seal bags, but, we believe, do not create a vacuum seal comparable to ours.
There are also several companies that manufacture industrial and commercial
vacuum packaging products, but we do not believe that these manufacturers have
attempted to enter the household marketplace.

MATERIALS BASED GROUP

         Our materials based group is currently comprised of three business
segments: metals, injection molded plastics, and other.



                                       11


METALS

         We believe our zinc strip business is the largest producer of zinc
strip and fabricated products in the United States. We are the sole source
supplier of copper plated zinc penny blanks to both the United States Mint and
the Royal Canadian Mint and are currently exploring opportunities with several
other countries. In addition, we manufacture a line of industrial zinc items
used in the plumbing, automotive, electrical component and European
architectural markets, and the Lifejacket(R) anti-corrosion system. Our
anticorrosion zinc Lifejacket(R) is gaining recognition as a cost-effective
solution to arrest the corrosion of the reinforcement steel within poured
concrete structures. We are affected by fluctuations in penny blank requirements
of the United States Department of the Treasury and the Federal Reserve System.
Although the future use of the penny as legal tender has been debated in recent
years, management believes that the zinc based coinage will remain an important
part of the currency system for the foreseeable future.

Sales and Marketing

         Our sales and marketing staff consists of individuals with considerable
technical background in the field of metallurgy. These individuals focus on
leveraging our core capabilities in zinc metallurgy and electrochemistry to
exploit new market opportunities. The sales and marketing staff works closely
with our engineering and technical services group to deliver products to the
customer. We maintain a website which contains technical information regarding
the advantageous physical properties of zinc versus other metals.

Manufacturing

         In our Greenville, Tennessee facility, we manufacture alloys of zinc
strip and fabricated zinc products in a number of configurations for our
customers. We have five lines used to slit the coils into widths specified by
customers. Many customers require less than the full master coil diameters, so
the large coils are broken down into the requested diameters at the time they
are slit. We also produce coin blanks stamped from slit coils using one of five
high-speed presses. The stamped blanks are then rimmed and put into one of three
electroplating lines where the copper coating is applied.

Raw Materials

         We purchase special high-grade zinc ingot and a variety of metals,
including copper, lead, titanium, magnesium, manganese and other alloys, to
produce the zinc alloys we use in our various applications. These alloys have
been developed by our technical staff to meet the specific physical and chemical
characteristics of the finished product applications. We purchase zinc ingot
based on market prices quoted on the London Metals Exchange (month-end average
price) from a variety of suppliers. Certain customers, including the United
States Mint, provide their own purchased zinc that is utilized to manufacture
product at a toll conversion price. We purchase copper for both alloying and
plating purposes based on market prices quoted on the New York Commodities and
Metals Exchange. As with zinc ingot, the United States Mint supplies the
required copper for one-cent coin blanks. We also purchase a variety of
chemicals for production and waste treatment, primarily for use in copper
plating. Prices for chemicals are



                                       12


negotiated with suppliers based on market supply and demand conditions and
volume purchase levels.

INJECTION MOLDED PLASTICS

         We manufacture precision custom injection molded components for major
companies in the healthcare and consumer products industries. We also own
Yorker(R) Closures, a proprietary product line of plastic closures. Products for
the healthcare industry include items such as intravenous harness components and
surgical devices. Products for manufacturers of consumer goods primarily include
packaging and sport shooting ammunition components.

Customers

         We supply shotgun shell components to Winchester Ammunition and various
healthcare products (such as contact lens cases) to CIBA Vision Corporation,
Ethicon, Inc., Johnson & Johnson, CB Fleet Company, Inc., and Meridian
Diagnostics, Inc. and consumer products for The Scotts Company, among others.

Sales and Marketing

         We concentrate our marketing efforts in those markets that require high
levels of precision, quality, and engineering expertise. There is potential for
continued growth in all product lines, especially in the healthcare market,
where our quality, service and "clean room" molding operations are critical
competitive factors.

Manufacturing

         We manufacture at three facilities located in Greenville, South
Carolina; Reedsville, Pennsylvania; and Springfield, Missouri. The
injection-molding process involves converting plastic resin pellets to a fluid
state through elevated temperature and pressure, at which point the resin is
injected into a mold where it is then formed into a finished part. Molded parts
are usually small, intricate components that are produced using multi-cavity
tooling. Post-molding operations employ robotics and automation for assembly and
packaging.

Raw Materials

         We purchase resin from regular commercial sources of supply and, in
most cases, multiple sources. The supply and demand for plastic resins are
subject to cyclical and other market factors.

Competition

         The market for injection molded plastics is highly competitive. We
concentrate our marketing efforts in those markets that require high levels of
precision, quality, engineering expertise and cleanliness. We have
differentiated ourselves from our competitors by developing long-lasting
relationships with a number of specialty tooling manufacturers and by possessing
strong design capabilities. We believe that the quality and cleanliness of our
facilities provides another competitive advantage for us. As a result, we
believe that we will continue to capture



                                       13


new injection molding programs as they come to market, as well as benefit from
continued outsourcing trends among original equipment manufacturers.

OTHER

         Effective November 26, 2001, we sold our underperforming thermoformed
plastics operations consisting of the assets of our Triangle, TriEnda and
Synergy World divisions (the "TPD Assets") to Wilbert, Inc. for $21.0 million in
cash, a $1.9 million noninterest-bearing one-year note, and the assumption of
certain identified liabilities. We recorded a pre-tax loss of $121.1 million in
2001 related to the sale.

         Effective November 1, 2001, we sold our majority interest in Microlin,
LLC, a developer of proprietary battery and fluid delivery technology, for
$1,000 in cash plus contingent consideration based upon future performance
through December 31, 2012 and the cancellation of future funding requirements.
We recorded a pre-tax loss of $1.4 million in 2001 related to the sale.

         Currently, our other business primarily manufactures thermoformed
plastic white goods for a variety of customers in our Fort Smith, Arkansas
facility. We also manufacture and sell extruded plastic sheet and roll stock
products in smooth, textured and laminated finishes for a variety of customers.
Additionally, we produce plastic tables for original equipment manufacturers in
our Fort Smith plant and have a proprietary line of tables selling under the
Vision(TM) brand that are primarily sold to the hospitality and institutional
markets. Our customers are primarily other equipment manufacturers.

         Our products are produced through a thermoforming process.
Thermoforming is an operation in which plastic sheet is converted into a formed
product through single- or twin-sheet vacuum or pressure formed in conjunction
with the application of heat. After the product is formed, the process of
removing the excess material, or trimming, is generally performed by automated
equipment programmed to execute the appropriate steps to produce the finished
part to the customer's specifications. We purchase resin directly for use in the
manufacture of extruded sheet and also purchase plastic sheet from third-party
suppliers in those instances where we are unable to provide for our needs
internally. These raw materials are obtained from regular commercial sources of
supply and, in most cases, multiple sources. The supply and demand for plastic
resins are subject to cyclical and other market factors. Certain of our
customers purchase the resin on our behalf, thereby providing us protection from
price fluctuations.

GOVERNMENT CONTRACTS

         We enter into contracts with the United States Government which contain
termination provisions customary for government contracts. See "Metals" under
the materials based group discussion above. The United States Government retains
the right to terminate such contracts at its convenience. However, if the
contract is terminated, we are entitled to be reimbursed for allowable costs and
profits to the date of termination relating to authorized work performed to such
date. The United States Government contracts are also subject to reduction or
modification in the event of changes in government requirements or budgetary
constraints. Since entering into a contract with us in 1981, the United States
Government has not terminated the penny blank supply arrangement.

                                       14


ENVIRONMENTAL MATTERS

         Our operations are subject to Federal, state and local environmental
and health and safety laws and regulations, including those that impose
workplace standards and regulate the discharge of pollutants into the
environment and establish standards for the handling, generation, emission,
release, discharge, treatment, storage and disposal of materials and substances
including solid and hazardous wastes. We believe that we are in material
compliance with such laws and regulations. Further, the cost of maintaining
compliance has not, and we believe, in the future, will not, have a material
adverse effect on our business, results of operations or financial condition.
Due to the nature of our operations and the frequently changing nature of
environmental compliance standards and technology, we cannot predict with any
certainty that future material capital or operating expenditures will not be
required in order to comply with applicable environmental laws and regulations.

         In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. We have attempted to limit our exposure to such liabilities
through contractual indemnities and other mechanisms. We do not believe that any
of our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will have a material adverse
effect upon our business, results of operations or financial condition.

EMPLOYEES

         As of September 30, 2002, we employed approximately 950 people.
Approximately 215 union workers are covered by two collective bargaining
agreements at our metals and domestic consumables manufacturing facilities.
These agreements expire at the domestic consumables facility (Muncie, Indiana)
on October 15, 2006, and at the metals facility (Greeneville, Tennessee) on
October 4, 2003.

         We have not experienced a work stoppage during the past five years.
Management believes that its relationships with our employees and collective
bargaining unions are satisfactory.

         Our principal executive offices are located at 555 Theodore Fremd
Avenue, Rye, New York, 10580.



                                       15




                                  RISK FACTORS

         Investing in our securities involves risks, including the risks
described in this prospectus, in any prospectus supplement and in the other
documents that are incorporated herein by reference. You should carefully
consider the risks factors together with all of the other information and data
included in this prospectus, any prospectus supplement and the documents that
are incorporated herein by reference before you decide to acquire any
securities. If any of the following risks actually occur, our business,
financial condition or results of operation may suffer.

RISKS RELATING TO JARDEN

REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES WOULD ADVERSELY
AFFECT OUR PROFITABILITY.

         Customers in our consumer products group, and many customers in our
materials based group, generally do not enter into long-term contracts or
commitments with us. As a result, these customers may cancel their orders,
change purchase quantities from forecast volumes, or delay purchases for a
number of reasons beyond our control. Significant or numerous cancellations,
reductions, or delays in purchases by customers could have a material adverse
effect on our business, results of operations and financial condition. In
addition, because many of our costs are fixed, a reduction in customer demand
could have an adverse affect on our gross profit margins and operating income.

         Sales to one customer in our consumer products group, Wal-Mart Stores,
Inc. and its affiliates, accounted for approximately 8% of our 2001 consolidated
net sales and approximately 17% of our 2001 consolidated net sales on a pro
forma basis. In addition, sales to one customer in our materials based group
accounted for approximately 8% of our 2001 consolidated net sales and
approximately 6% of our 2001 consolidated net sales on a pro forma basis. A
significant reduction in purchases from either of these customers could have a
material adverse effect on our business, results of operations and financial
condition.

WE MAY BE ADVERSELY AFFECTED BY THE TREND TOWARDS RETAIL TRADE CONSOLIDATION.

         With the growing trend towards retail trade consolidation, we are
increasingly dependent upon key retailers whose bargaining strength is growing.
Our consumer products businesses may be negatively affected by changes in the
policies of our retailer customers, such as inventory destocking, limitations on
access to shelf space, price demands and other conditions.

SALES OF SOME OF OUR PRODUCTS ARE SEASONAL AND WEATHER RELATED.

         Sales of certain of our products, particularly our consumer products,
are seasonal. Sales of our home canning products generally reflect the pattern
of the growing season, and sales of our FoodSaver(R) products generally are
strongest in the fourth quarter preceding the holiday season. Sales of these
products may be negatively impacted by unfavorable weather conditions and other
market trends. Periods of drought, for example, may adversely affect the supply
and price of fruit, vegetables, and other foods available for home canning.
Sales of our consumer products may also be adversely affected by the trend
toward decreasing prices and increasing



                                       16


quality of purchased preserved food products. Either or both of these factors
could have a material adverse effect on our business, results of operations and
financial condition.

WE DEPEND ON SUPPLIERS IN ASIA.

         The vast majority of our FoodSaver(R) products are manufactured by
third party suppliers in China and Korea. Any adverse change in, among other
things, any of the following could have a material adverse effect on our
business, results of operations and financial condition:

         o    our relationship with these suppliers;

         o    the financial condition of these suppliers;

         o    our ability to import outsourced products; or

         o    these suppliers' ability to manufacture and deliver outsourced
              products on a timely basis.

         We cannot assure you that we could quickly or effectively replace any
of our suppliers if the need arose, and we cannot assure you that we could
retrieve tooling and molds possessed by any of our suppliers. Our dependence on
these few suppliers could also adversely affect our ability to react quickly and
effectively to changes in the market for our products. In addition,
international manufacturing is subject to significant risks, including, among
other things:

         o    labor unrest;

         o    political instability;

         o    restrictions on transfer of funds;

         o    domestic and international customs and tariffs;

         o    unexpected changes in regulatory environments; and

         o    potentially adverse tax consequences.

         Labor in China has historically been readily available at relatively
low cost as compared to labor costs applicable in other nations. China has
experienced rapid social, political and economic change in recent years. We
cannot assure you that labor will continue to be available to us in China at
costs consistent with historical levels. A substantial increase in labor costs
in China could have a material adverse effect on our business, results of
operations and financial condition. Although China currently enjoys "most
favored nation" trading status with the United States, the U.S. government has
in the past proposed to revoke such status and to impose higher tariffs on
products imported from China. We cannot assure you that our business will not be
affected by the aforementioned risks, each of which could have a material
adverse effect on our business, results of operations and financial condition.

COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS
STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING
CUSTOMERS.

                                       17


         We operate in highly competitive industries. We compete against
numerous other domestic and foreign companies, many of which are more
established in their industries and have substantially greater revenue or
resources than we do. We also face competition from the manufacturing operations
of our current and potential customers in our materials based group. A shift
away from outsourcing on behalf of our current or potential customers could have
a material adverse effect on our business, results of operations and financial
condition. Competition could cause price reductions, reduced profits or losses,
or loss of market share, any of which could have a material adverse effect on
our business.

         To compete effectively in the future in the consumer products industry,
among other things, we must:

         o    maintain strict quality standards;

         o    develop new products that appeal to consumers; and

         o    deliver products on a reliable basis at competitive prices.

         To compete effectively in the future in the materials based industry,
among other things, we must:

         o    provide technologically advanced manufacturing services;

         o    maintain strict quality standards;

         o    respond flexibly and rapidly to customers' design and schedule
              changes; and

         o    deliver products on a reliable basis at competitive prices.

         Our inability to do any of these things could have a material adverse
effect on our business, results of operations and financial condition.

IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY
TO GROW OUR BUSINESS WILL BE IMPAIRED.

         Growth in our consumer products and materials based groups depends to a
significant degree upon our ability to develop new customer relationships and to
expand existing relationships with current customers. We cannot guarantee that
new customers will be found, that any such new relationships will be successful
when they are in place, or that business with current customers will increase.
Failure to develop and expand such relationships could have a material adverse
effect on our business, results of operations and financial condition.

WE CANNOT BE CERTAIN THAT OUR PRODUCT INNOVATIONS AND MARKETING SUCCESSES WILL
CONTINUE.

         We believe that our future success will depend, in part, upon our
ability to continue to introduce innovative designs in our existing products and
to develop, manufacture and market new products. We cannot assure you that we
will be successful in the introduction, marketing



                                       18


and manufacturing of any new products or product innovations, or develop and
introduce in a timely manner innovations to our existing products which satisfy
customer needs or achieve market acceptance. Our failure to develop new products
and introduce them successfully and in a timely manner would harm our ability to
grow our business and could have a material adverse effect on our business,
results of operations and financial condition.

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY
INTERRUPT OUR BUSINESS OPERATIONS.

         We intend to grow through the acquisition of additional companies,
including the proposed acquisition of the business assets of Diamond Brands. We
expect to face competition for acquisition candidates, which may limit the
number of opportunities and may lead to higher acquisition prices. There can be
no assurance that we will be able to identify, acquire, or manage profitably
additional businesses or to integrate successfully any acquired businesses into
our existing business without substantial costs, delays or other operational or
financial difficulties. Further, acquisitions involve a number of special risks,
including failure of the acquired business to achieve expected results,
diversion of management's attention, failure to retain key personnel of the
acquired business and risks associated with unanticipated events or liabilities,
some or all of which could have a material adverse effect on our business,
results of operations and financial condition.

OUR OPERATIONS ARE SUBJECT TO A NUMBER OF FEDERAL, STATE AND LOCAL ENVIRONMENTAL
REGULATIONS.

         Our operations are subject to Federal, state and local environmental
and health and safety laws and regulations including those that impose workplace
standards and regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations and that the cost of maintaining compliance will not have a
material adverse effect on our business, results of operations or financial
condition. While we do not anticipate having to make, and historically have not
had to make, significant capital expenditures in order to comply with applicable
environmental laws and regulations, due to the nature of our operations and the
frequently changing nature of environmental compliance standards and technology,
we cannot predict with any certainty that future material capital expenditures
will not be required.

WE MAY BE ADVERSELY AFFECTED BY REMEDIATION OBLIGATIONS MANDATED BY APPLICABLE
ENVIRONMENTAL LAWS.

         In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. Accordingly, we may become liable, either contractually or by
operation of law, for remediation costs even if the contaminated property is not
presently owned or operated by us, is a landfill or other location where we have
disposed wastes, or if the contamination was caused by third parties during or
prior to our ownership or operation of the property. Given the nature of the
past industrial operations conducted by us and others at these properties, there
can be no assurance that all potential instances of soil or groundwater
contamination have been identified, even for those properties



                                       19


where an environmental site assessment has been conducted. We do not believe
that any of our existing remediation obligations, including at third-party sites
where we have been named a potentially responsible party, will require material
capital or operating expenditures or will otherwise have a material adverse
effect upon our business, results of operations or financial condition. However,
future events, such as changes in existing laws or policies or their
enforcement, or the discovery of currently unknown contamination, may give rise
to additional remediation liabilities that may be material.

WE DEPEND UPON KEY PERSONNEL.

         We are highly dependent on the continuing efforts of our executive
officers, including Martin E. Franklin, our Chairman and Chief Executive
Officer, and Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and
we likely will depend on the senior management of any significant business we
acquire in the future. Our business, results of operations and financial
condition could be materially adversely affected by the loss of any of these
persons and the inability to attract and retain qualified replacements.

WE ENTER INTO CONTRACTS WITH THE UNITED STATES GOVERNMENT AND OTHER GOVERNMENTS.

         We have entered into a contract with the United States government to
supply penny blanks to the United States Mint. We have also entered into a
contract with the Canadian government to supply penny blanks to the Royal
Canadian Mint. These contracts contain termination provisions customary for
government contracts. The United States government and Canadian government
retain the right to terminate these contracts at their convenience. These
contracts are also subject to reduction or modification in the event of changes
in government requirements or budgetary constraints.

         Our largest metals customer is the United States Mint, which comprised
approximately 8% of our 2001 consolidated net sales (approximately 6% on a pro
forma basis). The United States Mint announced in the fourth quarter of 2001
that it was implementing an inventory reduction program for all coinage. In
addition, several times in recent years, proposed legislation has been
introduced which, if passed, could reduce or eliminate the circulation of the
penny. If production, use or demand for the U.S. penny is reduced, it could have
a material adverse effect on our business, results of operations and financial
condition.

OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR
AVAILABILITY OF RAW MATERIALS.

         Pricing and availability of raw materials for use in our businesses can
be volatile due to numerous factors beyond our control, including general,
domestic and international economic conditions, labor costs, production levels,
competition, import duties and tariffs and currency exchange rates. This
volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, have a material adverse effect on our business,
results of operations and financial condition.

         During periods of rising prices of raw materials, there can be no
assurance that we will be able to pass any portion of such increases on to
customers. Conversely, when raw material prices decline, customer demands for
lower prices could result in lower sale prices and, to the extent we



                                       20


have existing inventory, lower margins. As a result, fluctuations in raw
material prices could have a material adverse effect on our business, results of
operations and financial condition.

         Some of the products we manufacture require particular types of glass,
plastic, metal or other materials. Supply shortages for a particular type of
material can delay production or cause increases in the cost of manufacturing
our products. This could have a material adverse effect on our business, results
of operations and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE PARTICULAR
TO INTERNATIONAL OPERATIONS.

         On a pro forma basis, approximately 10.8% of Jarden's net sales in 2001
were derived from sales outside of the United States. In addition, we anticipate
that international sales will be a growth area for our consumer products
business. International sales (and the international operations of our
customers) are subject to inherent risks which could adversely affect us,
including, among other things:

         o    fluctuations in the value of currencies;

         o    unexpected changes in and the burdens and costs of compliance with
              a variety of foreign laws;

         o    political and economic instability;

         o    increases in duties and taxation; and

         o    reversal of the current policies (including favorable tax and
              lending policies) encouraging foreign investment or foreign trade
              by our host countries.

OUR PERFORMANCE CAN FLUCTUATE WITH THE FINANCIAL CONDITION OF THE RETAIL
INDUSTRY.

         We sell our consumer products to retailers, including food, hardware,
catalog and mass merchants, in the United States and Canada. A significant
deterioration in the financial condition of our major customers could have a
material adverse effect on our sales and profitability. We continually monitor
and evaluate the credit status of our customers and attempt to adjust sales
terms as appropriate. Despite these efforts, a bankruptcy filing by a key
customer could have a material adverse effect on our business, results of
operations and financial condition.

         In addition, as a result of the desire of retailers to more closely
manage inventory levels, there is a growing trend among retailers to make
purchases on a "just-in-time" basis. This requires us to shorten our lead time
for production in certain cases and more closely anticipate demand, which could
in the future require the carrying of additional inventories.


CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

         As a producer and marketer of consumer products, we are subject to the
risk of claims for



                                       21


product liability. We maintain product liability insurance, but there is a risk
that our coverage will not be sufficient to insure against all claims which may
be brought against us, or that we will not be able to maintain that coverage or
obtain additional insurance covering existing or new products. If a product
liability claim exceeding our insurance coverage were to be successfully
asserted against us, it could have a material adverse effect on our business,
results of operations and financial condition.

WE DEPEND ON OUR PATENTS AND PROPRIETARY RIGHTS.

         Our success with our proprietary products depends, in part, on our
ability to protect our current and future technologies and products and to
defend our intellectual property rights. If we fail to adequately protect our
intellectual property rights, competitors may manufacture and market products
similar to ours. We cannot be sure that we will receive patents for any of our
patent applications or that any existing or future patents that we receive or
license will provide competitive advantages for our products. We also cannot be
sure that competitors will not challenge, invalidate or avoid the application of
any existing or future patents that we receive or license. In addition, patent
rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.
Furthermore, the patents we maintain on the bags used for vacuum sealing expire
in 2005 and the patents we maintain on our home vacuum packaging systems expire
in 2009. We are currently applying for patents on new bags and vacuum packaging
systems that we recently acquired.

WE DEPEND ON A SINGLE MANUFACTURING FACILITY FOR CERTAIN ESSENTIAL PRODUCTS.

         Certain of our products, including some using specially designed
machines and proprietary cutting technology, are manufactured at a sole
company-owned manufacturing facility. These facilities are subject to the normal
hazards that could result in material damage to such facilities. Damage to any
of these facilities, or prolonged interruption in the operations of any of these
facilities for repairs or other reasons, could have a material adverse effect on
our business, results of operations and financial condition.

CERTAIN OF OUR EMPLOYEES ARE REPRESENTED BY LABOR UNIONS.

         Approximately 215 of our employees are covered by collective bargaining
agreements. These agreements expire at our domestic consumables facility
(Muncie, Indiana) on October 15, 2006 and at our metals facility (Greeneville,
Tennessee) on October 4, 2003. While we have not experienced a work stoppage,
slowdown or strike during the past five years and management believes that its
relationships with our collective bargaining units are good, no assurance can be
made that we will not experience a work stoppage, slowdown or strike in the
future. A work stoppage, slowdown or strike by our employees, or the employees
of our suppliers or customers, could have a material adverse effect on our
business, results of operations and financial condition.


OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER OUR DEBT.




                                       22



         We have a significant amount of indebtedness and will incur more debt
if we close the proposed acquisition of Diamond Brands and/or complete a debt
offering. Our significant indebtedness could:

         o    make it more difficult for us to satisfy our obligations with
              respect to the debt securities;

         o    increase our vulnerability to general adverse economic and
              industry conditions;

         o    require us to dedicate a substantial portion of our cash flow from
              operations to payments on our indebtedness, thereby reducing the
              availability of our cash flow to fund working capital, capital
              expenditures, acquisitions and investments and other general
              corporate purposes;

         o    limit our flexibility in planning for, or reacting to, changes in
              our business and the markets in which we operate;

         o    place us at a competitive disadvantage compared to our competitors
              that have less debt; and

         o    limit, among other things, our ability to borrow additional funds.

         The following table sets forth our total debt, total stockholders'
equity, total capitalization and ratio of debt to total capitalization:


                                             September 30, 2002
                                             ------------------
                                                 (Unaudited)
                                           (Dollars in Thousands)
            Total debt                                  $217,290

            Total stockholders' equity                    69,789
                                           ----------------------

            Total capitalization                        $287,079
                                           ======================

            Ratio of debt to total                           76%
            capitalization

       The terms of our senior credit facility, the indenture that will govern
the debt securities, and the indenture governing our 9 3/4% senior subordinated
notes due 2012 allow us to issue and incur additional debt upon satisfaction of
certain conditions. See "Description of Senior Indebtedness" for a description
of our senior credit facility. If new debt is added to current debt levels, the
related risks described above could increase.

WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

         Our ability to make payments on and to refinance our indebtedness,
including the debt securities, our 9 3/4% senior subordinated notes due 2012,
and amounts borrowed under our senior



                                       23



credit facility, and to fund planned capital expenditures and expansion efforts
and strategic acquisitions we may make in the future, if any, will depend on our
ability to generate cash in the future. This, to a certain extent, is subject to
general economic, financial, competitive and other factors that are beyond our
control.

         Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our
senior credit facility, will be adequate to meet future liquidity needs for at
least the next twelve months. However, we cannot assure you that our business
will generate sufficient cash flow from operations in the future, that our
currently anticipated growth in revenues and cash flow will be realized on
schedule or that future borrowings will be available to us under the senior
credit facility in an amount sufficient to enable us to service indebtedness,
including the debt securities, or to fund other liquidity needs. We may need to
refinance all or a portion of our indebtedness, including the debt securities,
our 9 3/4% senior subordinated notes due 2012, and our senior credit facility,
on or before maturity. We cannot assure you that we will be able to do so on
commercially reasonable terms or at all.

THE INDENTURE RELATED TO THE DEBT SECURITIES, OUR 9 3/4% SENIOR SUBORDINATED
NOTES DUE 2012, AND OUR SENIOR CREDIT FACILITY CONTAIN VARIOUS COVENANTS WHICH
LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF OUR BUSINESS.

         Our senior credit facility, the indenture related to our 9 3/4% senior
subordinated notes due 2012, and the indenture related to the debt securities
contain various provisions that limit our management's discretion by restricting
our and our subsidiaries' ability to, among other things:

         o    incur additional indebtedness;

         o    pay dividends or distributions on, or redeem or repurchase,
              capital stock;

         o    make investments;

         o    engage in transactions with affiliates;

         o    incur liens;

         o    transfer or sell assets; and

         o    consolidate, merge or transfer all or substantially all of our
              assets.

         In addition, our senior credit facility requires us to meet certain
financial ratios. Any failure to comply with the restrictions of our senior
credit facility, the indenture related to our 9 3/4% senior subordinated notes
due 2012, the indenture related to the debt securities or any other subsequent
financing agreements may result in an event of default. An event of default may
allow the creditors, if the agreements so provide, to accelerate the related
debt as well as any other debt to which a cross-acceleration or cross-default
provision applies. In addition, the lenders may be able to terminate any
commitments they had made to supply us with further funds.


                                       24





WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER REQUIRED BY THE INDENTURE RELATED TO OUR 9 3/4% SENIOR
SUBORDINATED NOTES DUE 2012.

         Upon the occurrence of certain specific kinds of change of control
events, we will be required to offer to repurchase all outstanding notes under
the indenture related to our 9 3/4% senior subordinated notes due 2012. However,
it is possible that we will not have sufficient funds at the time of the change
of control to make the required repurchase of these notes. In addition,
restrictions in our senior credit facility prohibit repurchases of the notes
unless a waiver is obtained from the lenders or our senior credit facility is
repaid in full. If we fail to repurchase the notes following a change of
control, we will be in default under the indenture related to the notes, which
will result in a cross-default under our senior credit facility. Any future
debt, including the debt securities, which we incur may also contain
restrictions on repayment of the notes. In addition, certain important corporate
events, such as leveraged recapitalizations, that would increase the level of
our indebtedness would not constitute a change of control under the indenture
related to the notes.


                        RISKS RELATED TO OUR COMMON STOCK

DELAWARE LAW AND OUR RIGHTS PLAN MAY LIMIT POSSIBLE TAKEOVERS.

         Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly-held Delaware corporations to which it applies
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. This provision could discourage others from bidding for our
shares and could, as a result, reduce the likelihood of an increase in our stock
price that would otherwise occur if a bidder sought to buy our stock.

         We have adopted a rights plan that provides that shares of our common
stock have associated preferred stock purchase rights. These rights become
exercisable and detachable from the associated common stock only on the tenth
day following a public announcement that a person or group has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of our common stock or on the tenth business day (or such
later date as our board of directors will determine) following the commencement
of a tender offer or exchange offer that would result in a person or group
holding 15% or more of the outstanding shares of our common stock. The rights
entitle our stockholders, other than the person or entity that has acquired or
made an exchange or tender offer for 15% or more of our outstanding common
stock, to purchase shares of our series A junior participating preferred stock
or other capital stock and, in certain circumstances, would allow our
stockholders to acquire capital stock in an entity that acquires our company.
The exercise of these rights would make the acquisition of Jarden by a third
party more expensive to that party and has the effect of discouraging third
parties from acquiring our company without the approval of our board of
directors, which has the power to redeem these rights and prevent their
exercise. The preferred stock purchase rights are not presently exercisable and
will expire at the close of business on March 22, 2003, unless earlier redeemed
by us.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.



                                       25


         The market price for our common stock may be highly volatile. We
believe that a variety of factors, including announcements by us or our
competitors, quarterly variations in financial results, trading volume, general
market trends and other factors, could use the market price of our common stock
to fluctuate substantially. Additionally, the market in general, and our common
stock in particular, may be subject to increased volatility due to general
economic conditions and the terrorist attacks in New York and Washington, D.C.
and any resulting conflicts.

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

         As part of our growth strategy, we anticipate issuing additional shares
of our common stock, preferred stock, and warrants. We may file other shelf
registration statements with the Securities and Exchange Commission that we may
use to sell shares of our common stock preferred stock, and warrants from time
to time in connection with acquisitions. To the extent that we are able to grow
through acquisitions for stock or warrants to purchase our stock, the number of
outstanding shares of common stock and/or preferred stock that will be eligible
for sale in the future is likely to increase substantially. Persons receiving
warrants or shares of our common or preferred stock in connection with these
acquisitions may be more likely to sell large quantities of their warrants and
stock which may influence the price of our common stock. In addition, the
potential issuance of additional shares in connection with anticipated
acquisitions could lessen demand for our common stock and result in a lower
price than would otherwise be obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED IF OUR STOCKHOLDERS SELL SUBSTANTIAL
AMOUNTS OF OUR COMMON STOCK, OR OUR PREFERRED STOCK OR WARRANTS CONVERTIBLE INTO
OUR COMMON STOCK, IN THE PUBLIC MARKET FOLLOWING THE OFFERING.

If our stockholders sell substantial amounts of our common stock, or our
preferred stock or warrants convertible into our common stock, in the public
market following this offering, the market price of our common stock could fall.
These sales might make it more difficult for us to sell equity or equity-related
securities in the future at a time and price that we deem appropriate and may
require us to issue greater amounts of our common stock to finance such
acquisition. Additional shares sold in this offering or to finance acquisitions
may dilute our earnings per share if the new operations' earnings are
disappointing.

SINCE WE HAVE BROAD DISCRETION IN HOW WE USE THE NET PROCEEDS FROM THIS
OFFERING, WE MAY USE SUCH PROCEEDS IN WAYS WITH WHICH YOU DISAGREE.

         We have not allocated specific amounts of the net proceeds from this
offering to any specific purpose. While we expect to use a portion of the net
proceeds from this offering to pay down our credit facility, our credit facility
will permit us to re-borrow that money at later times. Accordingly, our
management will have significant flexibility in applying the net proceeds of
this offering. The failure of management to use such funds effectively could
have a material adverse effect on our business, financial condition and
operating results.

                                       26


                      RISKS RELATING TO THE DEBT SECURITIES




YOUR RIGHT TO RECEIVE PAYMENTS ON THE DEBT SECURITIES IS JUNIOR TO OUR EXISTING
SENIOR INDEBTEDNESS AND POSSIBLY ALL OF OUR FUTURE BORROWINGS. FURTHER, THE
GUARANTEES OF THE DEBT SECURITIES ARE JUNIOR TO ALL OF THE GUARANTORS' EXISTING
SENIOR INDEBTEDNESS AND POSSIBLY TO ALL THEIR FUTURE BORROWINGS.

         The debt securities and the guarantees rank behind all of our and the
guarantors' existing senior indebtedness and all of our and the guarantors'
future senior indebtedness. See "Description of Senior Indebtedness" for a
description of our senior credit facility. As of September 30, 2002, the debt
securities and the guarantees were subordinated to approximately $53 million of
senior debt. In addition, our senior credit facility permitted up to
approximately $46 million of additional borrowings, subject to compliance with
the covenants and conditions to borrowing under the senior credit facility,
which borrowings would be senior to the debt securities and the guarantees. We
will be permitted to borrow substantial additional indebtedness, including
senior debt, in the future.

         As a result of this subordination, upon any distribution to our
creditors or the creditors of the guarantors in a bankruptcy, liquidation or
reorganization or similar proceedings relating to us or the guarantors or our or
the guarantors' property, the holders of our senior debt and the senior debt of
the guarantors will be entitled to be paid in full in cash before any payment
may be made with respect to the debt securities or the guarantees.

         In addition, all payments on the debt securities and the guarantees
will be blocked in the event of a payment default on senior debt and may be
blocked for up to 179 consecutive days in the event of certain non-payment
defaults on designated senior debt.

         In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantors, the indenture relating to the debt
securities will require that amounts otherwise payable to holders of the debt
securities in a bankruptcy or similar proceeding be paid to holders of senior
debt instead until the holders of senior debt are paid in full. As a result,
holders of the debt securities may not receive all amounts owed to them and may
receive less, ratably, than holders of trade payables and other unsubordinated
indebtedness in any such proceeding.

SINCE THE DEBT SECURITIES ARE UNSECURED, YOUR RIGHT TO ENFORCE REMEDIES IS
LIMITED BY THE RIGHTS OF HOLDERS OF SECURED DEBT.

         In addition to being contractually subordinated to all existing and
future senior indebtedness, our obligations under the debt securities will be
unsecured while obligations under our senior credit facility will be secured by
substantially all of our assets and those of our subsidiaries. If we become
insolvent or are liquidated, or if payment under the senior credit facility is
accelerated, the lenders under the senior credit facility are entitled to
exercise the remedies available to a secured lender under applicable law. These
lenders have a claim on all assets securing the senior credit facility before
the holders of unsecured debt, including the debt securities.



                                       27


NOT ALL OF OUR SUBSIDIARIES WILL GUARANTEE OUR OBLIGATIONS UNDER THE DEBT
SECURITIES, AND THE ASSETS OF THE NON-GUARANTOR SUBSIDIARIES MAY NOT BE
AVAILABLE TO MAKE PAYMENTS ON THE DEBT SECURITIES.

         Our present and future domestic restricted subsidiaries will guarantee
the debt securities. Payments on the debt securities are only required to be
made by us and the subsidiary guarantors. As a result, no payments are required
to be made from assets of subsidiaries that do not guarantee the debt
securities, unless those assets are transferred by dividend or otherwise to us
or a subsidiary guarantor. On a pro forma basis, as of and for the year ended
December 31, 2001, the aggregate total assets and net sales of our foreign
subsidiaries, which represent all of our non-guarantor subsidiaries, were $14.3
million and $15.3 million, respectively, or 4.6% and 3.6%, respectively, of our
total assets and net sales.

         In the event of a bankruptcy, liquidation or reorganization of any of
the non-guarantor subsidiaries, holders of their liabilities, including their
trade creditors, will be entitled to payment of their claims from the assets of
those subsidiaries before any assets are made available for distribution to us.
As a result, the debt securities are effectively subordinated to all
indebtedness and other liabilities of the non-guarantor subsidiaries.




A PUBLIC MARKET FOR THE DEBT SECURITIES MAY NOT DEVELOP.

         There can be no assurance that a public market for the debt securities
will develop or, if such a market develops, as to the liquidity of the market.
If a market were to develop, the debt securities could trade at prices that may
be higher or lower than their principal amount. We do not intend to apply for
listing of the debt securities on any securities exchange or for quotation of
the debt securities on any automated quotation system. If an active public
market does not develop or continue, the market price and liquidity of the debt
securities may be adversely affected.

         In addition, the liquidity of the trading market in the debt
securities, and the market price quoted for the debt securities, may be
adversely affected by changes in the overall market for high-yield securities
and by changes in our financial performance or prospects or in the prospects for
companies in our industry generally. As a result, you cannot be sure that an
active trading market will develop for the debt securities.

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE SECURITY HOLDERS TO RETURN PAYMENTS RECEIVED FROM
GUARANTORS.

         If a bankruptcy case or lawsuit is initiated by unpaid creditors of any
guarantor, the debt represented by the guarantees entered into by the guarantors
may be reviewed under the Federal bankruptcy law and comparable provisions of
state fraudulent transfer laws. Under these laws, a guarantee could be voided,
or claims in respect of the guarantee could be subordinated to certain
obligations of a guarantor if, among other things, the guarantor, at the time it
entered into the guarantee:

         o    received less than reasonably equivalent value or fair
              consideration for entering into the guarantee; and



                                       28


         o    either:

              o    was insolvent or rendered insolvent by reason of entering
                   into a guarantee; or

              o    was engaged in a business or transaction for which the
                   guarantor's remaining assets constituted unreasonably small
                   capital; or

              o    intended to incur, or believed that it would incur, debts or
                   contingent liabilities beyond its ability to pay them as they
                   become due.

         In addition, any payment by a guarantor could be voided and required to
be returned to the guarantor or to a fund for the benefit of the guarantor's
creditors under those circumstances.

         If a guarantee of a subsidiary were voided as a fraudulent conveyance
or held unenforceable for any other reason, holders of the debt securities would
be solely creditors of our company and creditors of our other subsidiaries that
have validly guaranteed the debt securities. The debt securities then would be
effectively subordinated to all liabilities of the subsidiary whose guarantee
was voided.

         The measures of insolvency for purposes of these fraudulent transfer
laws will vary depending upon the law applied in any proceeding to determine
whether a fraudulent transfer has occurred. Generally, however, a guarantor
would be considered insolvent if:

         o    the sum of its debts, including contingent liabilities, were
              greater than the fair saleable value of all of its assets; or

         o    the present fair saleable value of its assets were less than the
              amount that would be required to pay its probable liability on its
              existing debts, including contingent liabilities, as they become
              absolute and mature; or

         o    it could not pay its debts or contingent liabilities as they
              become due.

         If the claims of the holders of the debt securities against any
subsidiary were subordinated in favor of other creditors of the subsidiary, the
other creditors would be entitled to be paid in full before any payment could be
made on the debt securities. If one or more of the guarantees is voided or
subordinated, we cannot assure you that after providing for all prior claims
there would be sufficient assets remaining to satisfy the claims of the holders
of the debt securities.

         Based upon financial and other information, we believe that the
guarantees are being incurred for proper proposes and in good faith and that we,
and our subsidiaries that are guarantors, on a consolidated basis, are solvent
and will continue to be solvent after this offering is completed, will have
sufficient capital for carrying on our business after the issuance of the debt
securities and will be able to pay our debts as they mature. We cannot assure
you, however, as to the standard a court would apply in making these
determinations or that a court would agree with our conclusions in this regard.




                                       29




                           FORWARD LOOKING STATEMENTS

         Certain statements we make in this prospectus, and other written or
oral statements by us or our authorized officers on our behalf, may constitute
"forward looking statements" within the meaning of the Federal securities laws.
Forward-looking statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive strengths and weaknesses, our business strategy and the trends we
anticipate in the industry and economies in which we operate and other
information that is not historical information. Words or phrases such as
"estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, our examination of historical operating trends, are based
upon our current expectations and various assumptions. Our expectations, beliefs
and projections are expressed in good faith, and we believe there is a
reasonable basis for them, but we cannot assure you that our expectations,
beliefs and projections will be realized.

         Before you invest in our common stock or debt securities, you should be
aware that the occurrence of the events described in the immediately above
section captioned "Risk Factors" and otherwise discussed elsewhere in this
prospectus or in materials incorporated in this prospectus by reference to our
other filings with the Commission, could have a material adverse affect on our
business, financial condition and results of operation.

         The data included in this prospectus regarding markets and ranking,
including the size of certain markets and our position and the position of our
competitors within these markets, are based on independent industry
publications, reports of government agencies or other published industry sources
or our estimates based on management's knowledge and experience in the markets
in which we operate. Our estimates have been based on information provided by
customers, suppliers, trade and business organizations and other contacts in the
markets in which we operate. We believe these estimates to be accurate as of the
date of this prospectus. However, this information may prove to be inaccurate
because of the method by which we obtained some of the data for our estimates or
because this information cannot always be verified with complete certainty due
to the limits on the availability and reliability of raw data, the voluntary
nature of the data gathering process and other limitations and uncertainties
inherent in a survey of market size. As a result, you should be aware that
market, ranking and other similar data included in this prospectus, and
estimates and beliefs based on that data, may not be reliable.


                                       30




                                 USE OF PROCEEDS


         Unless we indicate otherwise in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the securities for general
corporate purposes, which may include, but are not limited to, working capital,
capital expenditures and other potential acquisitions, and to make certain
required prepayments under our senior credit facility. See the section titled
"Description of Senior Indebtedness" for a detailed description of required
prepayments. We will set forth in the applicable prospectus supplement our
intended use for the net proceeds received from our sale of any securities.


                       RATIO OF EARNINGS TO FIXED CHARGES

         Our ratio of earnings to fixed charges for the five years ended
December 31, 2001 and the nine months ended September 30, 2002 are set forth
below:



                         --------------------------------------------------------------
                                                                  FOR THE NINE MONTHS
                               FOR THE YEAR ENDED DECEMBER 31,    ENDED SEPTEMBER 30,
                         --------------------------------------------------------------
                           1997     1998    1999    2000     2001        2002
                         --------------------------------------------------------------
                                                       
Ratio of earnings to
fixed charges              10.5     12.4     6.2     1.5      *          4.6
                         ==============================================================


* For the actual year ended December 31, 2001, the calculated ratio of earnings
to fixed charges is less than one-to- one and represents a deficiency of
approximately $125.6 million.

         The ratios of earnings to fixed charges are calculated as follows:

  (income before income taxes
     and minority interest)    + (fixed charges) - (capitalized interest)
   ---------------------------------------------------------------------
                                 (fixed charges)


                       DESCRIPTION OF THE DEBT SECURITIES

         This prospectus describes certain general terms and provisions of our
debt securities. When we offer to sell a particular series of debt securities,
we will describe the specific terms of the series in a supplement to this
prospectus. We will also indicate in the supplement whether the general terms
and provisions described in this prospectus apply to a particular series of debt
securities.


         The debt securities are to be issued under an indenture between us and
a trustee, and may be supplemented or amended from time to time following its
execution. The indenture, and any supplemental indentures, will be subject to,
and governed by, the Trust Indenture Act of 1939, as amended (the "TIA").

         The form of the indenture gives us broad authority to set the
particular terms of each series of debt securities, including the right to
modify certain of the terms contained in the indenture. The particular terms of
a series of debt securities and the extent, if any, to which the particular
terms of the issue modify the terms of the form of indenture will be described
in the prospectus supplement relating to the debt securities.




                                       31



         The statements made hereunder relating to the indenture and the debt
securities to be issued thereunder are summaries of certain provisions thereof
and do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the indenture (including those terms
made a part of the indenture by reference to the TIA) and such debt securities.
We have filed a copy of the indenture as an exhibit to the registration
statement. Capitalized terms used in the summary below have the meanings
specified in the indenture.


GENERAL

         The terms of each series of debt securities will be detailed or
determined in the manner provided in the indenture and any applicable
supplemental indenture. The particular terms of each series of debt securities
will be described in a prospectus supplement relating to the series, including
any pricing supplement.

         We will set forth in a prospectus supplement (including any pricing
supplement) relating to any series of debt securities being offered, the initial
offering price, the aggregate principal amount and the following terms of the
debt securities, if applicable:

         o    the title of the debt securities;




         o    any limit on the aggregate principal amount of the debt
              securities;

         o    the date or dates on which we will pay the principal on the debt
              securities;


         o    the rate or rates at which the debt securities will bear interest,
              the date or dates from which interest will accrue, the date or
              dates on which interest will be payable and any regular record
              date for the interest payable on any interest payment date;

         o    the place or places where principal of and any premium and
              interest on the debt securities will be payable;


         o    whether the debt securities rank as senior subordinated debt
              securities or subordinated debt securities;

         o    the terms of any guarantee of any debt securities;

         o    the terms and conditions upon which we may redeem the debt
              securities;

         o    any obligation we have to redeem or purchase the debt securities
              pursuant to any sinking fund or analogous provisions or at the
              option of a holder of debt securities;




         o    the denominations in which the debt securities will be issued, if
              other than denominations of $1,000 and any integral multiple
              thereof;

         o    whether the debt securities will be issued in the form of
              certificated debt securities or global debt securities;



                                       32


         o    the portion of principal amount of the debt securities payable
              upon declaration of acceleration of the maturity date, if other
              than the principal amount;


         o    the currency, currencies, or currency units in which payment of
              the principal of and any premium and interest debt securities will
              be made;

         o    if payments of principal of or any premium and interest on the
              debt securities will be made in one or more currencies or currency
              units other than that or those in which the debt securities are
              stated to be payable, the currency, currencies, or currency units
              in which payment of principal of or any premium and interest on
              the debt securities as to which such election is made will be
              payable, and the periods within which and the terms and conditions
              upon which such election is to be made;

         o    the manner in which the amounts of payment of principal of or any
              premium or interest on the debt securities will be determined, if
              these amounts may be determined by reference to an index, based
              upon a formula, or in some other manner;


         o    whether, the ratio at which and the terms and conditions upon
              which, if any, the debt securities will be convertible into or
              exchangeable for our common stock or our other securities or
              securities of another person;




         o    any addition to or change in the events of default described in
              this prospectus or in the indenture with respect to the debt
              securities and any change in the acceleration provisions described
              in this prospectus or in the indenture with respect to the debt
              securities;


         o    any addition to or change in the covenants described in this
              prospectus or in the indenture with respect to the debt
              securities; and

         o    any other terms of the debt securities, which may modify or delete
              any provision of the indenture as it applies to that series.



TRANSFER AND EXCHANGE

         A holder will be able to transfer or exchange debt securities in
accordance with the indenture. The registrar and the trustee may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents in connection with a transfer of debt securities. Holders may be
required to pay all taxes due on transfer.


EVENTS OF DEFAULT AND REMEDIES

         An event of default means with respect to any series of debt
securities, any of the following:

         o    default in the payment of any interest upon any debt security of
              that series when it becomes due and payable, and continuance of
              that default for a period of 30 days;


                                       33



         o    default in the payment of the principal of or premium, if any, on
              any debt security of that series when it becomes due and payable;

         o    default in the making of any sinking fund payment when and as due
              in respect of any debt security of that series;

         o    default in the performance, or breach, of any other material
              covenant or warranty by us in the indenture (other than a default
              in the performance, or breach, of a covenant or agreement that is
              specifically dealt elsewhere in the indenture or that has been
              included in the indenture solely for the benefit of a series of
              debt securities other than that series), which default continues
              uncured for a period of 60 days after we receive written notice
              from the trustee or we and the trustee receive written notice from
              the holders of not less than a certain specified percentage in
              aggregate principal amount of the then outstanding debt securities
              of that series as provided in the indenture;

         o    any nonpayment or other default is made under any agreement or
              instrument relating to any of our other indebtedness and such
              default shall have continued after any applicable grace period and
              results in that indebtedness becoming due prior to its stated
              maturity or occurs at the final maturity of that indebtedness;

         o    certain events of bankruptcy, insolvency or reorganization; and

         o    any other event of default provided with respect to debt
              securities of that series that is described in the applicable
              prospectus supplement accompanying this prospectus.

         No event of default with respect to a particular series of debt
securities (except as to certain events of bankruptcy, insolvency or
reorganization) necessarily constitutes an event of default with respect to any
other series of debt securities.

         If an event of default with respect to debt securities of any series at
the time outstanding occurs and is continuing, then the trustee or the holders
of not less than a certain specified percentage in aggregate principal amount of
the then outstanding debt securities of that series may, by written notice to us
(and to the trustee if given by the holders), declare to be due and payable
immediately the principal (or, if the debt securities of that series are
discount securities, that portion of the principal amount as may be specified in
the terms of that series) of all debt securities of that series.

         In the case of an event of default resulting from certain events of
bankruptcy, insolvency or reorganization, the principal of and premium, if any,
and interest of all outstanding debt securities will become and be immediately
due and payable without any declaration or other act by the trustee or any
holder of outstanding debt securities.

         At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before the trustee has obtained a
judgment or decree for payment of the money due, the holders of a majority in
aggregate principal amount of the then outstanding debt securities of that
series may, subject to our having paid or deposited with the trustee a sum
sufficient to pay overdue interest and principal which has become due other than
by acceleration and certain other conditions, rescind and annul such
acceleration if all events of default, other



                                       34



than the nonpayment of accelerated principal and premium with respect to debt
securities of that series, have been cured or waived as provided in the
indenture. For information as to waiver of defaults see the discussion under "--
Amendment, Supplement and Waiver" below. We refer you to the prospectus
supplement relating to any series of debt securities that are discount
securities for the particular provisions relating to acceleration of a portion
of the principal amount of the discount securities upon the occurrence of an
event of default and the continuation of an event of default.

         The indenture provides that the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any cost, liability or expense. Subject to certain
rights of the trustee, the holders of a majority in aggregate principal amount
of the then outstanding debt securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the
trustee with respect to the debt securities of that series.

         The indenture provides that the trustee may withhold notice to the
holders of debt securities of any series of any event of default (except in
payment on any debt securities of that series) with respect to debt securities
of that series if it in good faith determines that withholding notice is in the
interest of the holders of those debt securities.


AMENDMENT, SUPPLEMENT AND WAIVER


         Without notice to or the consent of any holders, we and the trustee
enter into one or more supplemental indentures for any of the following
purposes:

         o    to evidence the succession of another entity to us and the
              assumption by that successor of our covenants in the indenture and
              in the debt securities;

         o    to add to the covenants for the benefit of the holders of all or
              any series of debt securities, and if those covenants are to be
              for the benefit of less than all series, stating that those
              covenants are expressly being included solely for the benefit of
              that series, or to surrender any right or power conferred upon us;

         o    to add any additional events of default;

         o    to add or change any of the provisions of the indenture to such
              extent as may be necessary to permit or facilitate the issuance of
              debt securities in bearer form, registrable or not registrable as
              to principal, and with or without interest coupons, or to permit
              or facilitate the issuance of Securities in uncertificated form

         o    subject to certain limitations, to add to, change, or eliminate
              any of the provisions of the indenture in respect of any series of
              debt securities;

         o    to establish the form or terms of debt securities of any series as
              permitted by the indenture;




                                       35



         o    to evidence and provide for the acceptance of appointment of a
              separate or successor trustee with respect to one or more series
              of debt securities and to add to or change any of the provisions
              of the indenture as is necessary to provide for or facilitate the
              administration of the trusts thereunder by more than one trustee;
              or

         o    to cure any ambiguity, to correct or supplement any provision in
              the indenture which may be defective or inconsistent with any
              other provision in the indenture, or to make any other provisions
              with respect to matters or questions arising under the indenture,
              provided that such action does not adversely affect the interests
              of the holders of the debt securities of any series in any
              material respect.

         We and the trustee may, with some exceptions, amend or modify any
indenture with the consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of all series affected by
the amendment or modification. However, no amendment or modification may,
without the consent of the holder of each outstanding debt security affected
thereby:

         o    change the stated maturity of the principal of, or any installment
              of principal of or interest on, any debt security, or reduce the
              principal amount thereof or the rate of interest thereon or any
              premium payable upon the redemption thereof, or reduce the amount
              of the principal of an original issue discount security that would
              be due and payable upon a declaration of acceleration of maturity,
              or change the coin or currency in which any premium or interest on
              any debt security is payable, or impair the right to institute
              suit for the enforcement of any payment on or after the stated
              maturity (or, in the case of redemption, on or after the
              redemption date);

         o    reduce the percentages of holders whose consent is required for
              any modification or waiver; or

         o    modify certain of the provisions in the indenture relating to
              supplemental indentures and waivers of certain covenants and past
              defaults.

         A modification which changes or eliminates any provision of an
indenture expressly included solely for the benefit of holders of debt
securities of one or more particular series or modifies the holders' rights will
be deemed not to affect the rights under the indenture of the registered holders
of debt securities of any other series.

         The indenture provides that the holders of a majority in principal
amount of the outstanding debt securities of any series may on behalf of the
holders of all of the debt securities of that series waive any past default and
its consequences with respect to that series, except:

         o    a default in the payment of interest on or premium, if any, or the
              principal of, any debt security of that series; or

         o    a default in respect of a covenant or provision of the indenture
              which cannot be modified or amended without the consent of the
              holder of each outstanding debt security of that series affected.




                                       36


DEFEASANCE OF INDENTURE


         Legal Defeasance. The indenture provides that, unless otherwise
provided by the terms of the applicable series of debt securities, we may be
discharged from any and all obligations in respect of the debt securities of any
series (except for certain obligations to register the transfer or exchange of
debt securities of the series, to replace stolen, lost or mutilated debt
securities of the series, and to maintain paying agencies and certain provisions
relating to the treatment of funds held by paying agents).

         Covenant Defeasance. The indenture provides that, unless otherwise
provided by the terms of the applicable series of debt securities, upon
compliance with certain conditions we may omit to comply with certain covenants
contained in the indenture, as well as additional covenants contained in a
supplement to the indenture and that certain events of default under the
indenture will not constitute a an event of default with respect to the debt
securities of that series.

         In the case of either legal defeasance or covenant defeasance, we will
be so discharged upon the deposit with the trustee, in trust, of money and/or
U.S. Government Obligations that, through the payment of interest and principal
in accordance with their terms, will provide money in an amount sufficient in
the opinion of a nationally recognized firm of independent public accountants to
pay and discharge the principal of and premium and interest on the debt
securities of that series on the stated maturity of such payments in accordance
with the terms of the indenture and those debt securities.

         This discharge may occur only if, among other things, we have delivered
to the trustee an officers' certificate and an opinion of counsel stating that
we have received from, or there has been published by, the United States
Internal Revenue Service a ruling or, since the date of execution of the
indenture, there has been a change in the applicable United States federal
income tax law, in either case to the effect that holders of the debt securities
of such series will not recognize income, gain or loss for United States federal
income tax purposes as a result of the deposit, defeasance and discharge and
will be subject to United States federal income tax on the same amount and in
the same manner and at the same times as would have been the case if the
deposit, defeasance and discharge had not occurred.

CONSOLIDATION, MERGER, SALE OR TRANSFER

         We may not consolidate with or merge with or into any other person or
transfer all or substantially all of our properties and assets to any person
unless, among other things:

         o    either:

              o    we are the surviving or continuing corporation; or

              o    the person (if other than us) formed by such consolidation or
                   into which we are merged or the person which all or
                   substantially all of our properties and assets are
                   transferred is a corporation duly organized and validly
                   existing under the laws of the United States, any state
                   thereof or the District of Columbia and expressly assumes, by
                   a supplemental indenture all of our obligations under the
                   debt securities and the indenture; and




                                       37



         o      immediately after the transaction and the incurrence or
                anticipated incurrence of any indebtedness to be incurred in
                connection with the transaction, no default will exist.


                          DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

         The holders of our common stock, par value $0.01 per share, are
entitled to one vote for each share on all matters voted on by our stockholders,
including the election of directors. No holders of common stock have any right
to cumulative voting. Subject to any preferential rights of any outstanding
series of preferred stock created by our board of directors, the holders of our
common stock will be entitled to such dividends as may be declared from time to
time by our board of directors from funds available therefor. We currently do
not and do not intend to pay cash dividends on our common stock in the
foreseeable future, and, at this time, are restricted from doing so under the
terms of our credit facility.

         In the event of a liquidation, dissolution or winding up, the holders
of our common stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preference and other amounts owed to
the holders of our preferred stock. Holders of common stock have no preemptive
rights or rights to convert their common stock into any other securities. There
are no redemption or sinking fund provisions applicable to the common stock.
Subject to adjustment and certain limitations, each share of common stock has a
preferred stock purchase right that entitles the registered holder of the common
stock to purchase from us a unit consisting of one one-hundredth of a share of
our series A junior participating preferred stock, at an exercise price of
$45.00 per Right upon the happening of certain events. The preferred stock
purchase rights are not presently exercisable and will expire at the close of
business on March 22, 2003, unless earlier redeemed by us.

         Our common stock is listed on the New York Stock Exchange under the
symbol "JAH."

PREFERRED STOCK

         Our restated certificate of incorporation, as amended, authorizes our
board of directors to issue, without further stockholder action, up to 5,000,000
shares of preferred stock, in one or more series, having a par value of $.01 per
share, 250,000 of which has been designated as Series A Junior Participating
Preferred Stock. The board of directors is authorized to fix for each such
series the designation and relative rights (including, if any, conversion,
participation, voting and dividend rights and stated redemption and liquidation
values), preferences, limitations and restrictions, as are stated in the
resolutions adopted by the board of directors and as are permitted by General
Corporation Law of the State of Delaware. One right to purchase one
one-hundredth of a share of Series A Junior Participating Preferred Stock is
attached to each outstanding share of our common stock.

                             DESCRIPTION OF WARRANTS

         We may issue warrants to purchase debt securities, shares of preferred
stock, or shares or common stock. We may issue warrants independently or
together with any other securities we



                                       38


offer pursuant to a prospectus supplement and the warrants may be attached to or
separate from the securities. We will issue each series of warrants under a
separate warrant agreement that we will enter into with a bank or trust company,
as warrant agent. We will set forth additional terms of the warrants and the
applicable warrant agreements in the applicable prospectus supplement.

         Each warrant will entitle the holder to purchase the principal amount
of debt securities or the number of shares of preferred stock or common stock at
the exercise price set forth in, or calculable as set forth in, the applicable
prospectus supplement. The exercise price may be subject to adjustment upon the
occurrence of certain events, as set forth in the applicable prospectus
supplement. After the close of business on the expiration date of the warrant,
unexercised warrants will become void. The place or places where, and the manner
in which, warrants may be exercised shall be specified in the applicable
prospectus supplement.

         The applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this prospectus is being
delivered:

         o    the title of the warrants;

         o    the aggregate number of the warrants;

         o    the price or prices at which the warrants will be issued;

         o    the designation, aggregate principal amount and terms of the
              securities issuable upon exercise of the warrants and the
              procedures and conditions relating to the exercise of the
              warrants;

         o    the designation and terms of any related securities with which the
              warrants will be issued, and the number of warrants that will be
              issued with each security;

         o    the date, if any, on and after which the warrants and the related
              debt securities will be separately transferable;

         o    the price at which the securities purchasable upon exercise of the
              warrants may be purchased;

         o    the date on which the right to exercise the warrants will
              commence, and the date on which the right will expire;

         o    the maximum or minimum number of warrants which may be exercised
              at any time;

         o    a discussion of certain U.S. federal income tax considerations
              applicable to the exercise of the warrants; and

         o    any other terms of the warrants and terms, procedures and
              limitations relating to the exercise of the warrants.

         Holders may exchange warrant certificates for new warrant certificates
of different denominations, and may exercise warrants at the corporate trust
office of the warrant agent or



                                       39


any other office indicated in the applicable prospectus supplement. Prior to the
exercise of their warrants, holders of warrants will not have any of the rights
of holders of the securities purchasable upon the exercise and will not be
entitled to payments of principal, premium or interest on the securities
purchasable upon the exercise.

                       DESCRIPTION OF SENIOR INDEBTEDNESS

         On April 24, 2002, we refinanced our existing senior indebtedness with
a new $100 million senior secured credit facility (the "Credit Facility")
pursuant to the terms of a Credit Agreement (the "Credit Agreement"), with Bank
of America, N.A., as Administrative Agent (the "Administrative Agent"), Swing
Line Lender, and L/C Issuer, Canadian Imperial Bank of Commerce, as Syndication
Agent, National City Bank of Indiana, as Documentation Agent, and the other
Lenders party thereto, including The Bank of New York, Fleet National Bank,
Harris Trust and Savings Bank, U.S. Bank National Association, Allfirst Bank,
Transamerica Business Capital Corporation, and Union Federal Bank of
Indianapolis.

         The Credit Agreement, among other things, provides for a new senior
credit facility for up to $100 million of senior secured loans, consisting of a
$50 million five-year revolving credit facility (the "Revolving Credit
Facility") and a $50 million five-year term loan facility (the "Term Loan
Facility").

         The Revolving Credit Facility includes up to an aggregate of $10
million in standby and commercial letters of credit and up to an aggregate of
$10 million in swing line loans. As of June 30, 2002, we had not drawn any of
the $50 million available under the Revolving Credit Facility, although we used
$2.6 million of availability in connection with pre-existing letters of credit.

         The Term Loan Facility was drawn in full, in the amount of $50 million,
at the closing of the Credit Facility and $48.75 million was outstanding as of
September 30, 2002 reflecting scheduled principal repayment since issuance.
Principal and interest under the Term Loan Facility are payable quarterly, in
accordance with a specified amortization schedule, with the final payment of all
amounts outstanding thereunder being due on April 24, 2007.

         The Revolving Credit Facility and the Term Loan Facility bear interest
at a rate equal to (i) the Eurodollar Rate (as determined by the Administrative
Agent) pursuant to an agreed formula or (ii) a Base Rate equal to the higher of
(a) the Bank of America prime rate and (b) the federal funds rate plus .50%,
plus, in each case, an applicable margin ranging from .75% to 1.50% for Base
Rate loans and from 2.00% to 2.75% for Eurodollar Rate loans.

         The Credit Agreement contains certain restrictions on the conduct of
our business, including, among other things, restrictions, generally, on:

         o    incurring debt, including any debt issued in connection with this
              offering;

         o    disposing of certain assets;

         o    making investments;

         o    exceeding certain agreed capital expenditures;



                                       40


         o    creating or suffering liens on our assets;

         o    completing certain mergers, consolidations, and with permitted
              exceptions, acquisitions;

         o    declaring dividends;

         o    redeeming or prepaying other debt; and

         o    transactions with affiliates.

         The Credit Agreement also requires us to maintain the following
financial covenants:

         o    our consolidated net worth may not be at any time less than the
              sum of:

              o    $30,000,000;

              o    an amount equal to 50% of our consolidated net income earned
                   in each fiscal quarter ending after December 31, 2001 (with
                   no deduction for a net loss in any such fiscal quarter); and

              o    an amount equal to 100% of the aggregate increases in the
                   stockholders' equity of Jarden and our subsidiaries after
                   April 24, 2002 by reason of the issuance and sale of our
                   capital stock (including upon any conversion of our debt
                   securities into our capital stock);

         o    our total leverage ratio as of the end of any four-quarter period
              may not be greater than the ratio set forth below opposite such
              four-quarter period:

              ------------------------------------------------------------------
              Four-Quarter Period
              ending closest to:                    Maximum Total Leverage Ratio
              ------------------------------------------------------------------
              September 30, 2002;
              December 31, 2002;                           3.50 to 1.00
              March 31, 2003;
              June 30, 2003; and
              September 30, 2003
              ------------------------------------------------------------------
              December 31, 2003;
              March 31, 2004;                              3.25 to 1.00
              June 30, 2004; and
              September 30, 2004
              ------------------------------------------------------------------
              December 31, 2004 and thereafter             3.00 to 1.00
              ------------------------------------------------------------------

                                       41


         o    our senior leverage ratio as of the end of any four-quarter period
              may not be greater than the ratio set forth below opposite such
              four-quarter period:

              ------------------------------------------------------------------
              Four-Quarter Period
              ending closest to:                   Maximum Senior Leverage Ratio
              ------------------------------------------------------------------
              September 30, 2002;
              December 31, 2002; and                       2.00 to 1.00
              March 31, 2003
              ------------------------------------------------------------------
              June 30, 2003;
              September 30, 2003;
              December 31, 2003;                           1.75 to 1.00
              March 31, 2004;
              June 30, 2004; and
              September 30, 2004
              ------------------------------------------------------------------
              December 31, 2004 and thereafter             1.50 to 1.00
              ------------------------------------------------------------------

              ; and

         o    our fixed charge ratio as of the end of any applicable period,
              beginning with the period ending closest to September 30, 2002,
              may not be less than 1.25 to 1.00.

         However, the Credit Agreement does not make any significant
restrictions on our or our domestic subsidiaries' ability to obtain funds from
their respective subsidiaries by dividend or loan.

         The occurrence of certain events or conditions described in the Credit
Agreement (subject to grace periods in certain cases) constitutes an event of
default. If an event of default occurs, the Administrative Agent may, at the
request or consent of the Lenders, among other things, declare the entire
outstanding balance of principal and interest of all outstanding loans to be
immediately due and payable. The events of default include, among other things:

         o    our failure to pay any principal, interest, or other fees when
              due;

         o    any material judgment or order entered against us;

         o    any inaccuracy in the representations and warranties;

         o    failure to observe certain covenants under the Credit Agreement
              (including, e.g., the financial covenants);

         o    bankruptcy, insolvency or receivership proceedings with respect to
              Jarden; and



                                       42


         o    a change of control of Jarden.

         The Credit Agreement provides that we shall make required prepayments
of the Term Loan and Revolving Loan, including, among other things, upon the
happening of the following events:

         o    in the event that our total leverage ratio is greater than 3.00 to
              1.00 as of the end of any fiscal year, beginning with the fiscal
              year ending December 31, 2002, we must make a prepayment in an
              amount equal to fifty percent (50%) of the amount of excess cash
              flow, each such prepayment to be made on the date our and our
              subsidiaries' financial statements for such fiscal year are
              required to be delivered (or if earlier, the date such financial
              statements are delivered) pursuant to the Credit Agreement;

         o    we must make, or must cause each applicable subsidiary to make, a
              prepayment with respect to each private or public offering of
              equity securities of Jarden or any of our subsidiaries (other than
              equity securities issued to Jarden or a guarantor) in an amount
              equal to fifty percent (50%) of the net proceeds of each issuance
              of equity securities of the Jarden or any of our subsidiaries,
              each such prepayment to be made within ten (10) business days of
              receipt of such proceeds and upon not less than five (5) business
              days' prior written notice to the Administrative Agent; however,
              no prepayment shall be required of the first $10,000,000 of net
              proceeds in each fiscal year of Jarden realized from (x) the
              issuance of equity securities in connection with the exercise of
              any option, warrant or other convertible security of Jarden or any
              of our subsidiaries or (y) the issuance, award or grant of equity
              securities to eligible participants under a stock plan of Jarden.

         o    we must make, or must cause each applicable subsidiary to make, a
              prepayment in an amount equal to one hundred percent (100%) of the
              net proceeds from each Disposition (as defined below) other than
              certain Permitted Dispositions (as defined below), each such
              prepayment to be made within ten (10) business days of receipt of
              the net proceeds thereof and upon not less than five (5) business
              days' prior written notice to the Administrative Agent.
              Disposition means the sale, transfer, license or other disposition
              (including any sale and leaseback transaction) of any property by
              any person, including any sale, assignment, transfer or other
              disposal, with or without recourse, of any notes or accounts
              receivable or any rights and claims associated therewith. A
              Disposition shall not include (a "Permitted Disposition"):

              o    Dispositions of obsolete or worn out property, whether now
                   owned or hereafter acquired, in the ordinary course of
                   business;

              o    Dispositions of inventory in the ordinary course of business;

              o    Dispositions by Jarden or any of our subsidiaries of
                   equipment or real property which is replaced by equipment or
                   real property of substantially equivalent or greater utility
                   and value within ninety (90) days of the date of disposition
                   thereof, provided that if the fair market value of the
                   property so disposed of is greater than $3,000,000, the
                   Administrative Agent will have received notice of such



                                       43


                   disposition from us not less than twenty (20) days prior to
                   the consummation of such disposition;

              o    Dispositions of property (i) by any of our subsidiaries to a
                   guarantor, (ii) by us or any guarantor to any guarantor, and
                   (iii) by any of our subsidiaries that is not a guarantor to
                   any other of our subsidiaries that is not a guarantor;

              o    any of our subsidiaries may merge with or transfer
                   substantially all its assets (upon voluntary liquidation or
                   otherwise) to any guarantor, provided that, if a merger, the
                   guarantor must be the continuing or surviving person, and
                   provided further that if a transfer of assets in the form of
                   a sale by a subsidiary that is not a guarantor, the sale
                   shall be at fair market value and the aggregate amount of all
                   such sales will not exceed $5,000,000;

              o    any of our subsidiaries substantially all of whose assets
                   consist of other subsidiaries' securities or other equity
                   securities in any person may merge with or transfer
                   substantially all its assets (upon voluntary liquidation or
                   otherwise) to us, provided that, if a merger, we will be the
                   continuing or surviving person, and provided further that if
                   a transfer of assets in the form of a sale by a subsidiary
                   that is not a guarantor, the sale will be at fair market
                   value and the aggregate amount of all such sales will not
                   exceed $5,000,000;

              o    any of our subsidiaries that is not a guarantor may merge
                   with or sell substantially all its assets (upon voluntary
                   liquidation or otherwise) to any one or more subsidiaries
                   that is not a guarantor; and

              o    Dispositions not otherwise permitted by above, so long as the
                   aggregate fair market value of all such property so disposed
                   in any fiscal year of Jarden does not exceed $35,000,000 and
                   the net proceeds therefrom are applied in accordance with the
                   Credit Agreement;

         o    In the event that the net proceeds received from insurance carried
              with respect to the collateral securing our obligations under the
              Credit Agreement and the other loan documents is not completely
              and fully utilized for the repair or replacement of such
              collateral, we must make, or must cause each applicable subsidiary
              to make, a prepayment in an amount equal to one hundred percent
              (100%) of the net proceeds received with respect to such insurance
              that is not so utilized.

         In connection with entering into the Credit Agreement, all of our
domestic subsidiaries, including Hearthmark, Inc., Alltrista Plastics
Corporation, Alltrista Newco Corporation, Alltrista Zinc Products, L.P., TriEnda
Corporation, Tilia, Inc. (formerly known as Alltrista Acquisition I, Inc.),
Tilia Direct, Inc. (formerly known as Alltrista Acquisition II, Inc.), and Tilia
International, Inc. (formerly known as Alltrista Acquisition III, Inc.), and
Quoin Corporation, have agreed to guarantee our obligations under the Credit
Agreement.

         Pursuant to a securities pledge agreement, all obligations under the
Credit Agreement are secured by a security interest in all of the capital stock
or other equity interests of each of our existing or future direct or indirect
domestic subsidiaries, and 65% of the voting capital stock or



                                       44


other equity interests and 100% of the nonvoting stock or other equity interests
of each of our (or any of our direct or indirect domestic subsidiaries')
existing or future direct foreign subsidiaries. Pursuant to the terms of a
security agreement and an intellectual property security agreement, the
obligations under the Credit Agreement are also secured by a security interest
in substantially all of the assets and properties of us and our domestic
subsidiaries.

         The foregoing is a summary of the material provisions of the Credit
Agreement and certain of the documents entered into by us and our domestic
subsidiaries in connection therewith which are incorporated herein by reference.


                              PLAN OF DISTRIBUTION

         We may sell securities to or through underwriters and also may sell
securities directly to purchasers or through agents. We will name any
underwriter or agent involved in the offer and sale of securities in the
applicable prospectus supplement.

         We may distribute the securities from time to time in one or more
transactions:

         o    at a fixed price or prices, which may be changed;

         o    at market prices prevailing at the time of sale;

         o    at prices related to such prevailing market prices; or

         o    at negotiated prices.

         We may also, from time to time, authorize dealers, acting as our
agents, to offer and sell securities upon the terms and conditions set forth in
the applicable prospectus supplement. In connection with the sale of securities,
we, or the purchasers of securities for whom the underwriters may act as agents,
may compensate underwriters in the form of discounts, concessions or
commissions. Underwriters may sell the securities to or through dealers, and
those dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Underwriters, dealers and agents participating in
the distribution of securities may be deemed to be underwriters under the
Securities Act, and any discounts or commissions they receive from us and any
profit they realize on resale of the securities may be deemed to be underwriting
discounts and commissions under the Securities Act. We will describe in the
applicable prospectus supplement any compensation we pay to underwriters or
agents in connection with the offering of securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers.

         We may enter into agreements to indemnify underwriters, dealers and
agents who participate in the distribution of securities against certain
liabilities, including liabilities under the Securities Act.

         To facilitate the offering of securities, certain persons participating
in the offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. This



                                       45


may include over-allotments or short sales of the securities, which involve the
sale by persons participating in the offering of more securities than we sold to
them. In these circumstances, these persons would cover such over-allotments or
short positions by making purchases in the open market or by exercising their
over-allotment option, if any. In addition, these persons may stabilize or
maintain the price of the securities by bidding for or purchasing securities in
the open market or by imposing penalty bids, whereby selling concessions allowed
to dealers participating in the offering may be reclaimed if securities sold by
them are repurchased in connection with stabilization transactions. The effect
of these transactions may be to stabilize or maintain the market price of the
securities at a level above that which might otherwise prevail in the open
market. These transactions may be discontinued at any time.

         Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course
of our business.

                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Exchange Act,
and in accordance therewith we are required to file periodic reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information filed by us can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, at the prescribed rates. The Commission also maintains a site on
the World Wide Web that contains reports, proxy and information statements and
other information regarding registrants that file electronically. The address of
such site is http://www.sec.gov. The telephone number of the Public Reference
Room of the Commission is 1-800-SEC-0330. In addition, similar information can
be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

         With respect to the common stock, preferred stock, warrants, and debt
securities, this prospectus omits certain information that is contained in the
registration statement on file with the Commission, of which this prospectus is
a part. For further information with respect to us and our common stock,
preferred stock, warrants, and debt securities, reference is made to the
registration statement, including the exhibits incorporated therein by reference
or filed therewith. Statements herein contained concerning the provisions of any
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit or incorporated by reference to
the registration statement. The registration statement and the exhibits may be
inspected without charge at the offices of the Commission or copies thereof
obtained at prescribed rates from the public reference section of the Commission
at the addresses set forth above.

         You should rely on the information contained in this prospectus and in
the registration statement as well as other information you deem relevant. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, securities only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale or exchange of securities, however, we have a duty
to update that information while this prospectus is in use by



                                       46


you where, among other things, any facts or circumstances arise which,
individually or in the aggregate, represent a fundamental change in the
information contained in this prospectus or any material information with
respect to the plan of distribution was not previously disclosed in the
prospectus or there is any material change to such information in the
prospectus. This prospectus does not offer to sell or solicit any offer to buy
any securities other than the common stock, preferred stock, warrants, and debt
securities to which it relates, nor does it offer to buy any of these securities
in any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.

                                     EXPERTS

         The consolidated financial statements of Jarden Corporation and
subsidiaries (formerly Alltrista Corporation and subsidiaries) appearing in its
Annual Report (Form 10-K/A) for the year ended December 31, 2001, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

         The consolidated financial statements of Tilia International, Inc. and
its subsidiaries incorporated by reference in this prospectus and elsewhere in
the registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto. Arthur
Andersen LLP has not consented to the inclusion of their report in this
prospectus, and we have dispensed with the requirement to file their consent in
reliance upon Rule 437a of the Securities Act of 1933. Because Arthur Andersen
LLP has not consented to the inclusion of their report in this prospectus, you
will not be able to recover against Arthur Andersen LLP under Section 11 of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen LLP or any omissions to state a
material fact required to be stated therein.

                                  LEGAL MATTERS

         The validity of the securities offered hereby will be passed upon for
us by Kane Kessler, P.C., New York, New York. Any underwriters will be advised
about the other issues relating to any offering by their own legal counsel.




                                       47





- --------------------------------------------------------------------------------



                                   PROSPECTUS

                               JARDEN CORPORATION

                                  $150,000,000

                         DEBT SECURITIES, COMMON STOCK,
                          PREFERRED STOCK, AND WARRANTS

                            ------------------------


                              ___________ __, 2003


         UNTIL ___________ __, 2003, ALL DEALERS THAT EFFECT TRANSACTIONS IN
THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS.


- --------------------------------------------------------------------------------






                                       48




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The expenses to be paid by us in connection with the distribution of
the securities being registered are as set forth in the following table:

        Securities and Exchange Commission Fee                 $  13,800
        *Legal Fees and Expenses                                 200,000
        *Accounting Fees and Expenses                             35,000
        *Printing Expenses                                        50,000
        *Blue Sky Fees                                             7,500
        *Trustee/Issuing & Paying Agent Fees and Expenses          5,000
        *Transfer Agent Fees & Expenses                            5,000
        *Miscellaneous                                            33,700
                                                               ---------

        *Total                                                 $ 350,000
                                                               =========

        *Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding (i) if such person acted in
good faith and in a manner that person reasonably believed to be in or not
opposed to the best interests of the corporation and (ii) with respect to any
criminal action or proceeding, if he or she had no reasonable cause to believe
such conduct was unlawful. In actions brought by or in the right of the
corporation, a corporation may indemnify such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner that person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the Court of Chancery or other such court shall deem proper. To
the extent that such person has been successful on the merits or otherwise in
defending any such action, suit or proceeding referred to above or any claim
issue or matter



                                       49


therein, he or she is entitled to indemnification for expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. The indemnification and advancement of expenses provided for or
granted pursuant to Section 145 is not exclusive of any other rights of
indemnification or advancement of expenses to which those seeking
indemnification or advancement of expenses may be entitled, and a corporation
may purchase and maintain insurance against liabilities asserted against any
former or current director, officer, employee or agent of the corporation, or a
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, whether or not the power to indemnify is provided by
the statute.

         Article VII, Section B of Jarden's Restated Certificate of
Incorporation, as amended, provides the following:

         1.   Jarden shall indemnify each person who is or was a director,
              officer or employee of Jarden, or of any other corporation,
              partnership, joint venture, trust or other enterprise which he is
              serving or served in any capacity at the request of Jarden,
              against any and all liability and reasonable expense that may be
              incurred by him in connection with or resulting from any claim,
              actions, suit or proceeding (whether actual or threatened, brought
              by or in the right of Jarden or such other corporation,
              partnership, joint venture, trust or other enterprise, or
              otherwise, civil, criminal, administrative, investigative, or in
              connection with an appeal relating thereto), in which he may
              become involved, as a party or otherwise, by reason of his being
              or having been a director, officer or employee of Jarden or of
              such other corporation, partnership, joint venture, trust or other
              enterprise or by reason of any past or future action taken or not
              taken in his capacity as such director, officer or employee,
              whether or not he continues to be such at the time such liability
              or expense is incurred, provided that a determination is made by
              Jarden in accordance with Delaware law that such person acted in
              good faith and in a manner he reasonably believed to be in the
              best interests of Jarden or at least not opposed to the best
              interests of such other corporation, partnership, joint venture,
              trust or other enterprise, as the case may be, and, in addition,
              in any criminal action or proceedings, had reasonable cause to
              believe his conduct was lawful or no reasonable cause to believe
              that his conduct was unlawful. The termination of a proceeding by
              judgment, order, settlement, conviction or upon a plea of nolo
              contendere or its equivalent is not, of itself, determinative that
              the person did not meet the standard of conduct described in the
              previous sentence. Notwithstanding the foregoing, there shall be
              no indemnification (a) as to amounts paid or payable to Jarden or
              such other corporation, partnership, joint venture, trust or other
              enterprise, as the case may be, for or based upon the director,
              officer or employee having gained in fact any personal profit or
              advantage to which he was not legally entitled; (b) as to amounts
              paid or payable to Jarden for an accounting of profits in fact
              made from the purchase or sale of securities of Jarden within the
              meaning of Section 16(b) of the Exchange Act and amendments
              thereto or similar provisions of any state statutory law; or (c)
              with respect to matters as to which indemnification would be in
              contravention of the laws of the State of Delaware or of the
              United States of America whether as a matter of public policy or
              pursuant to statutory provisions.

                                       50


         2.   Any such director, officer or employee who has been wholly
              successful, on the merits or otherwise, with respect to any claim,
              action, suit or proceeding of the character described herein shall
              be entitled to indemnification as of right, except to the extent
              he has otherwise been indemnified. Except as provided in the
              preceding sentence, any indemnification hereunder shall be granted
              by Jarden, but only if (a) the Board of Directors of Jarden,
              acting by a quorum consisting of directors who are not partners to
              or who have been wholly successful with respect to such claim,
              action, suit or proceeding, shall find that the director, officer
              or employee has met the applicable standards of conduct set forth
              in paragraph 1 of this Section B of Article VII; or (b) outside
              legal counsel engaged by Jarden (who may be regular counsel of
              Jarden) shall deliver to Jarden its written opinion that such
              director, officer or employee has met such applicable standards of
              conduct; or (c) a court of competent jurisdiction has determined
              that such director, officer or employee has met such standards, in
              an action brought either by Jarden, or by the director, officer or
              employee seeking indemnification, applying de novo such applicable
              standards of conduct. The termination of any claim, action, suit
              or proceeding, civil or criminal, by judgment, settlement (whether
              with or without court approval) or conviction or upon a plea of
              guilty or of nolo contendere, or its equivalent, shall not create
              a presumption that a director, officer or employee did not meet
              the applicable standards of conduct set forth in paragraph 1 of
              this Section B of Article VII.

         3.   As used in this Section B of Article VII, the term "liability"
              shall mean amounts paid in settlement or in satisfaction of
              judgments of fines or penalties, and the term "expense" shall
              include, but not be limited to, attorneys' fees and disbursements,
              incurred in connection with the claim, action, suit or proceeding.
              Jarden may advance expenses to, or where appropriate may at its
              option and expense undertake the defense of, any such director,
              officer or employee upon receipt of an undertaking by or on behalf
              of such person to repay such expenses if it should ultimately be
              determined that the person is not entitled to indemnification
              under this Section B of Article VII.

         4.   The provisions of this Section B of Article VII shall be
              applicable to claims, actions, suits or proceedings made or
              commenced after the adoption hereof, whether arising from acts or
              omissions to act occurring before or after the adoption hereof. If
              several claims, issues or matters of action are involved, any such
              director, officer or employee may be entitled to indemnification
              as to some matters even though he is not so entitled as to others.
              The rights of indemnification provided hereunder shall be in
              addition to any rights to which any director, officer or employee
              concerned may otherwise be entitled by contract or as a matter of
              law, and shall inure to the benefit of the heirs, executors and
              administrators of any such director, officer or employee. Any
              repeal or modification of the provisions of this Section B of
              Article VII by the stockholders of Jarden shall not adversely
              affect any rights to indemnification and advancement of expenses
              existing pursuant to this Section B of Article VII with respect to
              any acts or omissions occurring prior to such repeal or
              modification.

         The directors and officers of Jarden are insured (subject to certain
exceptions and deductions) against liabilities which they may incur in their
capacity as such including liabilities under the Securities Act, under liability
insurance policies carried by Jarden.



                                       51


ITEM 16. EXHIBITS

Exhibit  Description
- -------  -----------
1.1      Form of Underwriting Agreement. (3)


3.1      Restated Certificate of Incorporation of Jarden Corporation (filed as
         Exhibit 3.1 to Jarden Corporation's Annual Report on Form 10-K, filed
         with the Commission on March 27, 2002 and incorporated herein by
         reference).

3.2      Certificate of Amendment of Restated Certificate of Incorporation of
         Jarden Corporation (filed as Exhibit 3.2 to Jarden Corporation's
         Current Report on Form 8-K, filed with the Commission on June 4, 2002
         and incorporated herein by reference).

3.3      Bylaws of Jarden Corporation (filed as Exhibit C to Jarden
         Corporation's Definitive Proxy Statement, filed with the Commission on
         November 26, 2001 and incorporated herein by reference).

4.1      Indenture, dated as of January 29, 2003, between Jarden Corporation and
         The Bank of New York. (2)


4.2      Form of Debt Security. (3)


5.1      Opinion of Kane Kessler, P.C. (2)

5.2      Opinion of Ice Miller. (2)


12.1     Statement of Computation of Ratio of Earnings to Fixed Charges. (1)


23.1     Consent of Ernst & Young LLP. (2)

23.2     Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)

24.1     Powers of Attorney (See signature pages of this registration
         statement). (1)

25.1     Statement of Eligibility of Trustee under the Trust Indenture Act of
         1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)



(1) Incorporated by reference to the Form S-3 filed by Jarden Corporation on
    January 7, 2003.
(2) Filed herewith.
(3) To be filed by amendment or by a report on Form 8-K pursuant to Item 601(b)
    of Regulation S-K.



                                       52



ITEM 17. UNDERTAKINGS

         A.   The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this registration
                   statement:

                   (i)  To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                   (ii) To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective registration
                        statement;

                   (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

                  provided, however, that paragraphs (a)(i) and (a)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by Jarden pursuant to Section 13 or
                  Section 15(d) of the Exchange Act that are incorporated by
                  reference in the registration statement.

              (2)  That, for the purpose of determining any liability under the
                   Securities Act, each such post-effective amendment shall be
                   deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

         B.   The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              Jarden's annual report pursuant to Section 13(a) or Section 15(d)
              of the Exchange Act (and, where applicable, each filing of an
              employee benefit plan's annual report pursuant to



                                       53


              section 15(d) of the Exchange Act) that is incorporated by
              reference in the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

         C.   Insofar as indemnification for liabilities arising under the
              Securities Act may be permitted to directors, officers and
              controlling persons of Jarden pursuant to the foregoing
              provisions, or otherwise, Jarden has been advised that in the
              opinion of the Commission such indemnification is against public
              policy as expressed in the Securities Act and is, therefore,
              unenforceable. In the event that a claim for indemnification
              against such liabilities (other than the payment by Jarden of
              expenses incurred or paid by a director, officer or controlling
              person of Jarden in the successful defense of any action, suit or
              proceeding) is asserted by such director, officer or controlling
              person in connection with the securities being registered, Jarden
              will, unless in the opinion of its counsel the matter has been
              settled by controlling precedent, submit to a court of appropriate
              jurisdiction the question whether such indemnification by it is
              against public policy as expressed in the Securities Act and will
              be governed by the final adjudication of such issue.

         D.   We further undertake that:

              (1)  For purposes of determining any liability under the
                   Securities Act, the information omitted from the form of
                   prospectus filed as part of this registration statement in
                   reliance under Rule 430A and contained in a form of
                   prospectus filed by us pursuant to Rule 424(b)(1) or (4), or
                   497(h) under the Securities Act of 1933 shall be deemed to be
                   part of this registration statement as of the time it was
                   declared effective.

              (2)  For the purpose of determining any liability under the
                   Securities Act of 1933, each post-effective amendment that
                   contains a form of prospectus shall be deemed to be a new
                   registration statement relating to the securities offered
                   therein, and the offering of such securities at that time
                   shall be deemed to be the initial bona fide offering thereof.

         E.   We hereby undertake to file an application for the purpose of
              determining the eligibility of the trustee to act under subsection
              (a) of Section 310 of the Trust Indenture Act in accordance with
              the rules and regulations prescribed by the Securities and
              Exchange Commission under Section 305(b)(2) of the Trust Indenture
              Act.


                                       54






                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                       JARDEN CORPORATION


                                       By: /s/ Ian G.H. Ashken
                                           -----------------------
                                           Name:  Ian G.H. Ashken
                                           Title: Vice Chairman, Chief Financial
                                                   Officer, and Secretary











         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

        Name                        Title                              Date
        ----                        -----                              ----


*                          Chairman and Chief Executive         January 29, 2003
- -------------------------  Officer (Principal Executive
Martin E. Franklin         Officer)



/s/ Ian G.H. Ashken        Vice Chairman, Chief Financial       January 29, 2003
- -------------------------  Officer and Secretary (Principal
Ian G. H. Ashken           Financial Officer and Principal
                           Accounting Officer)


*                          Director                             January 29, 2003
- -------------------------
Rene-Pierre Azria


*                          Director                             January 29, 2003
- -------------------------
Douglas W. Huemme


*                          Director                             January 29, 2003
- -------------------------
Richard L. Molen


*                          Director                             January 29, 2003
- -------------------------
Lynda W. Popwell


*                          Director                             January 29, 2003
- -------------------------
Irwin D. Simon

*                          Director                             January 29, 2003
- -------------------------
Robert L. Wood


* By: /s/ Ian G.H. Ashken
      -------------------
      Ian G.H. Ashken
      as Attorney-in-fact








                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                              ALLTRISTA NEWCO CORPORATION


                                              By: /s/ Ian G.H. Ashken
                                                  ------------------------------
                                                  Name:  Ian G.H. Ashken
                                                  Title: Treasurer and Secretary










         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

          Name                      Title                            Date
          ----                      -----                            ----



*                             Director and President           January 29, 2003
- -------------------------
Martin E. Franklin


 /s/ Ian G.H. Ashken          Director, Secretary, and         January 29, 2003
- -------------------------     Treasurer
Ian G. H. Ashken


* By: /s/ Ian G.H. Ashken
      -------------------
      Ian G.H. Ashken
      as Attorney-in-fact








                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                              ALLTRISTA PLASTICS CORPORATION


                                              By: /s/ Ian G.H. Ashken
                                                  ------------------------------
                                                  Name:  Ian G.H. Ashken
                                                  Title: Treasurer and Secretary









         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:


         Name                        Title                           Date
         ----                        -----                           ----


*                             Director and President           January 29, 2003
- -------------------------
Martin E. Franklin


 /s/ Ian G.H. Ashken          Director, Secretary,             January 29, 2003
- -------------------------     and Treasurer
Ian G. H. Ashken


* By: /s/ Ian G.H. Ashken
      -------------------
      Ian G.H. Ashken
      as Attorney-in-fact








                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                          ALLTRISTA ZINC PRODUCTS, L.P.
                                          By: Alltrista Newco Corporation


                                              By: /s/ Ian G.H. Ashken
                                                  ------------------------------
                                                  Name: Ian G.H. Ashken
                                                  Title: Treasurer and Secretary










         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

         Name                       Title                             Date
         ----                       -----                             ----



 /s/ Ian G.H. Ashken        Treasurer and Secretary of          January 29, 2003
- -------------------------   Alltrista Newco Corporation, the
Ian G. H. Ashken            general partner of Alltrista Zinc
                            Products, L.P.






                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                                  HEARTHMARK, INC.


                                              By: /s/ Ian G.H. Ashken
                                                  ------------------------------
                                                  Name: Ian G.H. Ashken
                                                  Title: Treasurer and Secretary









         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

         Name                        Title                            Date
         ----                        -----                            ----



*                             Director and President           January 29, 2003
- -------------------------
Martin E. Franklin


 /s/ Ian G.H. Ashken          Director, Secretary,             January 29, 2003
- -------------------------     and Treasurer
Ian G. H. Ashken


* By: /s/ Ian G.H. Ashken
      -------------------
      Ian G.H. Ashken
      as Attorney-in-fact







                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                                     QUOIN CORPORATION


                                                 By: /s/ Ian G.H. Ashken
                                                     -----------------------
                                                     Name:  Ian G.H. Ashken
                                                     Title: Treasurer











         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

        Name                         Title                          Date
        ----                         -----                          ----



*                             Director and President           January 29, 2003
- -------------------------
Martin E. Franklin


 /s/ Ian G.H. Ashken          Director and Treasurer           January 29, 2003
- -------------------------
Ian G. H. Ashken


*By: /s/ Ian G.H. Ashken
     --------------------
     Ian G.H. Ashken
     as Attorney-in-fact








                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                                  TILIA, INC.


                                              By: /s/ Ian G.H. Ashken
                                                  ------------------------------
                                                  Name: Ian G.H. Ashken
                                                  Title: Treasurer and Secretary










         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

        Name                        Title                             Date
        ----                        -----                             ----



*                             Director and Vice President      January 29, 2003
- ------------------------
Martin E. Franklin


*                             Director and Vice President      January 29, 2003
- ------------------------
Desiree DeStefano


* By: /s/ Ian G.H. Ashken
      -------------------
      Ian G.H. Ashken
      as Attorney-in-fact








                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                                  TILIA DIRECT, INC.


                                              By: /s/ Ian G.H. Ashken
                                                  ------------------------------
                                                  Name: Ian G.H. Ashken
                                                  Title: Treasurer and Secretary










         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

       Name                        Title                              Date
       ----                        -----                              ----



 /s/ Ian G.H. Ashken          Director, Secretary,             January 29, 2003
- -------------------------     and Treasurer
Ian G. H. Ashken


*                             Director                         January 29, 2003
- -------------------------
J. David Tolbert


* By: /s/ Ian G.H. Ashken
      -------------------
      Ian G.H. Ashken
      as Attorney-in-fact








                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on January 29, 2003.



                                                TILIA INTERNATIONAL, INC.


                                            By: /s/ Ian G.H. Ashken
                                                --------------------------------
                                                Name: Ian G.H. Ashken
                                                Title: Treasurer and Secretary










         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

       Name                      Title                               Date
       ----                      -----                               ----



*                             Director and Vice President      January 29, 2003
- -------------------------
Martin E. Franklin


 /s/ Ian G.H. Ashken          Director, Secretary,             January 29, 2003
- -------------------------     and Treasurer
Ian G. H. Ashken


* By: /s/ Ian G.H. Ashken
      -------------------
      Ian G.H. Ashken
      as Attorney-in-fact





INDEX TO EXHIBITS

Exhibit  Description
- -------  -----------
1.1      Form of Underwriting Agreement. (3)


3.1      Restated Certificate of Incorporation of Jarden Corporation (filed as
         Exhibit 3.1 to Jarden Corporation's Annual Report on Form 10-K, filed
         with the Commission on March 27, 2002 and incorporated herein by
         reference).

3.2      Certificate of Amendment of Restated Certificate of Incorporation of
         Jarden Corporation (filed as Exhibit 3.2 to Jarden Corporation's
         Current Report on Form 8-K, filed with the Commission on June 4, 2002
         and incorporated herein by reference).

3.3      Bylaws of Jarden Corporation (filed as Exhibit C to Jarden
         Corporation's Definitive Proxy Statement, filed with the Commission on
         November 26, 2001 and incorporated herein by reference).

4.1      Indenture, dated as of January 29, 2003, between Jarden Corporation and
         The Bank of New York. (2)


4.2      Form of Debt Security. (3)

5.1      Opinion of Kane Kessler, P.C. (2)

5.2      Opinion of Ice Miller. (2)

12.1     Statement of Computation of Ratio of Earnings to Fixed Charges. (1)

23.1     Consent of Ernst & Young LLP. (2)

23.2     Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)

24.1     Powers of Attorney (See signature pages of this registration
         statement). (1)

25.1     Statement of Eligibility of Trustee under the Trust Indenture Act of
         1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)



(1) Incorporated by reference to the Form S-3 filed by Jarden Corporation on
    January 7, 2003.

(2) Filed herewith.
(3) To be filed by amendment or by a report on Form 8-K pursuant to Item 601(b)
    of Regulation S-K.

EX-4.1

                           Jarden Corporation, Issuer


                                       and


                          The Bank of New York, Trustee




                                    Indenture


                          Dated as of January 29, 2003



                                 DEBT SECURITIES





                               JARDEN CORPORATION
                                 DEBT SECURITIES
                             CROSS REFERENCE SHEET(1)

              This Cross Reference Sheet shows the location in the
                  Indenture of the provisions inserted pursuant
                   to Sections 310 - 318(a), inclusive, of the
                    Trust Indenture Act of 1939, as amended.

Trust Indenture Act                                      Sections of Indenture
- -------------------                                      ---------------------

  (section)310(a)(1)......................................       9.08
           (a)(2).........................................       9.08
           (a)(3).........................................       Inapplicable
           (a)(4).........................................       Inapplicable
           (a)(5).........................................       9.08
           (b)............................................       9.07 and 9.09
           (c)............................................       Inapplicable
  (section)311(a).........................................       9.12
           (b)............................................       9.12
           (c)............................................       Inapplicable
  (section)312(a).........................................       7.01 and 7.02
           (b)............................................       7.02
           (c)............................................       7.02
  (section)313(a).........................................       7.03
           (b)............................................       7.03
           (c)............................................       7.03
           (d)............................................       7.03
  (section)314(a) ........................................       7.04, 13.05
           (b)............................................       Inapplicable
           (c)(l).........................................       13.05
           (c)(2).........................................       13.05
           (c)(3).........................................       Inapplicable
           (d)............................................       Inapplicable
           (e)............................................       13.05
           (f)............................................       Inapplicable
  (section)315 (a)........................................       9.01
           (b)............................................       8.08
           (c)............................................       9.01
           (d)............................................       9.01
           (e)............................................       8.07
  (section)316 (a)........................................       1.01
           (a)(l)(A)......................................       8.01 and 8.06



- --------
   1     The Cross Reference Sheet is not part of the Indenture.





           (a)(l)(B) .....................................       8.01
           (a)(2) ........................................       Inapplicable
           (b)............................................       8.09
           (c)............................................       13.11
  (section)317(a)(1) .....................................       8.02
           (a)(2) ........................................       8.11
           (b) ...........................................       6.03
  (section)318(a) ........................................      13.08




                                      (2)





                                TABLE OF CONTENTS



                                                                                                     
ARTICLE I.      DEFINITIONS..............................................................................1

   SECTION 1.01.     CERTAIN TERMS DEFINED...............................................................1

ARTICLE II.    THE SECURITIES...........................................................................11

   SECTION 2.01.     DESIGNATION AND AMOUNT OF SECURITIES...............................................11
   SECTION 2.02.     FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF AUTHENTICATION.....................12
   SECTION 2.03.     DATE AND DENOMINATIONS.............................................................13
   SECTION 2.04.     EXECUTION, AUTHENTICATION AND DELIVERY OF SECURITIES...............................13
   SECTION 2.05.     REGISTRATION OF TRANSFER AND EXCHANGE..............................................14
   SECTION 2.06.     TEMPORARY SECURITIES...............................................................16
   SECTION 2.07.     MUTILATED, DESTROYED, LOST, AND STOLEN SECURITIES..................................16
   SECTION 2.08.     CANCELLATION OF SURRENDERED SECURITIES.............................................17
   SECTION 2.09.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.....................................17
   SECTION 2.10.     PERSONS DEEMED OWNERS..............................................................19
   SECTION 2.11.     COMPUTATION OF INTEREST............................................................19
   SECTION 2.12.     CUSIP NUMBERS......................................................................19

ARTICLE III.    REDEMPTION OF SECURITIES................................................................19

   SECTION 3.01.     APPLICABILITY OF ARTICLE...........................................................19
   SECTION 3.02.     ELECTION TO REDEEM; NOTICE TO TRUSTEE..............................................19
   SECTION 3.03.     DEPOSIT OF REDEMPTION PRICE........................................................20
   SECTION 3.04.     SECURITIES PAYABLE ON REDEMPTION DATE..............................................21
   SECTION 3.05.     SECURITIES REDEEMED IN PART........................................................21

ARTICLE IV.    SINKING FUNDS............................................................................21

   SECTION 4.01.     APPLICABILITY OF ARTICLE...........................................................21
   SECTION 4.02.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..............................22
   SECTION 4.03.     REDEMPTION OF SECURITIES FOR SINKING FUND..........................................22

ARTICLE V.      DEFEASANCE AND COVENANT DEFEASANCE......................................................22

   SECTION 5.01.     COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.......................22
   SECTION 5.02.     DEFEASANCE AND DISCHARGE...........................................................23
   SECTION 5.03.     COVENANT DEFEASANCE................................................................23
   SECTION 5.04.     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE....................................24
   SECTION 5.05.     DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
                     OTHER MISCELLANEOUS PROVISIONS.....................................................25
   SECTION 5.06.     REINSTATEMENT......................................................................26

ARTICLE VI.     PARTICULAR COVENANTS OF THE COMPANY.....................................................26

   SECTION 6.01.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST ON SECURITIES...........................26
   SECTION 6.02.     MAINTENANCE OF OFFICE OR AGENCY....................................................26
   SECTION 6.03.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..................................27
   SECTION 6.04.     PAYMENT OF TAXES AND OTHER CLAIMS..................................................28
   SECTION 6.05.     EXISTENCE..........................................................................28
   SECTION 6.06.     COMPLIANCE WITH LAWS...............................................................28
   SECTION 6.07.     STATEMENT BY OFFICERS AS TO DEFAULT................................................28
   SECTION 6.08.     WAIVER OF CERTAIN COVENANTS........................................................29
   SECTION 6.09.     CALCULATION OF ORIGINAL ISSUE DISCOUNT.............................................29

ARTICLE VII.    SECURITIES HOLDERS' LIST AND REPORTS BY THE COMPANY AND
                     THE TRUSTEE........................................................................29

   SECTION 7.01.     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..........................29
   SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS..............................29


   SECTION 7.03.     REPORTS BY TRUSTEE.................................................................30
   SECTION 7.04.     REPORTS BY COMPANY.................................................................30

ARTICLE VIII.    DEFAULT................................................................................31

   SECTION 8.01.     EVENT OF DEFAULT...................................................................31
   SECTION 8.02.     COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON SECURITIES
                     ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL; SUITS FOR ENFORCEMENT BY
                     TRUSTEE............................................................................33
   SECTION 8.03.     APPLICATION OF MONEY COLLECTED BY TRUSTEE..........................................34
   SECTION 8.04.     LIMITATION ON SUITS BY HOLDERS OF SECURITIES.......................................35
   SECTION 8.05.     RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION IN EXERCISE OF RIGHTS
                     NOT A WAIVER OF EVENT OF DEFAULT...................................................35
   SECTION 8.06.     RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF OUTSTANDING
                     SECURITIES TO DIRECT TRUSTEE.......................................................36
   SECTION 8.07.     REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS UNDER THE
                     INDENTURE OR AGAINST THE TRUSTEE...................................................36
   SECTION 8.08.     NOTICE OF DEFAULTS.................................................................36
   SECTION 8.09.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, AND INTEREST.........37
   SECTION 8.10.     RESTORATION OF RIGHTS AND REMEDIES.................................................37
   SECTION 8.11.     TRUSTEE MAY FILE PROOFS OF CLAIMS..................................................37

ARTICLE IX.      CONCERNING THE TRUSTEE.................................................................37

   SECTION 9.01.     CERTAIN DUTIES AND RESPONSIBILITIES................................................37
   SECTION 9.02.     CERTAIN RIGHTS OF TRUSTEE..........................................................39
   SECTION 9.03.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................40
   SECTION 9.04.     MAY HOLD SECURITIES................................................................40
   SECTION 9.05.     MONEY HELD IN TRUST................................................................40
   SECTION 9.06.     COMPENSATION AND REIMBURSEMENT.....................................................40
   SECTION 9.07.     DISQUALIFICATION; CONFLICTING INTERESTS............................................41
   SECTION 9.08.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY............................................41
   SECTION 9.09.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..................................42
   SECTION 9.10.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............................................43
   SECTION 9.11.     MERGER, CONVERSION, CONSOLIDATION, OR SUCCESSION TO BUSINESS.......................44
   SECTION 9.12.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..................................44
   SECTION 9.13.     APPOINTMENT OF AUTHENTICATING AGENT................................................45
   SECTION 9.14.     TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY............................46

ARTICLE X.       SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS............................................46

   SECTION 10.01.    PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE ENTERED INTO WITHOUT
                     CONSENT OF HOLDERS.................................................................47
   SECTION 10.02.    MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF AT LEAST A MAJORITY
                     IN PRINCIPAL AMOUNT OF OUTSTANDING SECURITIES......................................48
   SECTION 10.03.    EXECUTION OF SUPPLEMENTAL INDENTURES...............................................49
   SECTION 10.04.    EFFECT OF SUPPLEMENTAL INDENTURES..................................................49
   SECTION 10.05.    CONFORMITY WITH TRUST INDENTURE ACT................................................49
   SECTION 10.06.    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.................................49

ARTICLE XI.      CONSOLIDATION, MERGER, SALE, OR TRANSFER...............................................50

   SECTION 11.01.    CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES PERMITTED ONLY ON CERTAIN TERMS....50

ARTICLE XII.      SATISFACTION AND DISCHARGE OF INDENTURE...............................................50

   SECTION 12.01.    SATISFACTION AND DISCHARGE OF INDENTURE............................................50
   SECTION 12.02.    APPLICATION OF TRUST MONEY.........................................................51


                                      (ii)

ARTICLE XIII.     MISCELLANEOUS PROVISIONS..............................................................51

   SECTION 13.01.    SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE...............................51
   SECTION 13.02.    SERVICE OF REQUIRED NOTICE TO TRUSTEE AND COMPANY..................................51
   SECTION 13.03.    SERVICE OF REQUIRED NOTICE TO HOLDERS; WAIVER......................................52
   SECTION 13.04.    INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
                     THE STATE OF NEW YORK..............................................................52
   SECTION 13.05.    COMPLIANCE CERTIFICATES AND OPINIONS...............................................52
   SECTION 13.06.    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................................53
   SECTION 13.07.    PAYMENTS DUE ON NON-BUSINESS DAYS..................................................53
   SECTION 13.08.    PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO CONTROL..............................53
   SECTION 13.09.    INVALIDITY OF PARTICULAR PROVISIONS................................................53
   SECTION 13.10.    INDENTURE MAY BE EXECUTED IN COUNTERPARTS..........................................54
   SECTION 13.11.    ACTS OF HOLDERS; RECORD DATES......................................................54
   SECTION 13.12.    EFFECT OF HEADINGS AND TABLE OF CONTENTS...........................................56
   SECTION 13.13.    BENEFITS OF INDENTURE..............................................................56




                                     (iii)



         Indenture, dated as of January 29, 2003 between Jarden Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and The Bank of New York, a New York banking corporation,
(herein called the "Trustee").

                                    RECITALS

              A. The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes, and other evidences of indebtedness (the "Securities"), to be issued in
one or more series as in this Indenture provided.

              B. The Securities of each series will be in such form as may be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions, and other variations as are required or permitted by this
Indenture, and may have such letters, numbers, or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  In order to declare the terms and conditions upon which the
Securities are authenticated, issued, and delivered, and in consideration of the
premises and of the purchase and acceptance of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of the
respective Holders from time to time of the Securities or of a series thereof,
as follows:

                                   Article I.

                                  DEFINITIONS

    Section 1.01. Certain Terms Defined.

         (a) The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context of this Indenture otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture that are defined in the Trust Indenture Act, either directly or
by reference therein (except as herein otherwise expressly provided or unless
the context of this Indenture otherwise requires), have the respective meanings
assigned to such terms in the Trust Indenture Act as in force at the date of
this Indenture as originally executed.

Act:

         The term "Act", when used with respect to any Holder, has the meaning
set forth in Section 13.11.




Affiliate:

         The term "Affiliate" means, with respect to a particular Person, any
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition, control
of a Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative of the foregoing.

Authenticating Agent:

         The term "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 9.13 to act on behalf of the Trustee to authenticate
Securities of one or more series.

Board of Directors:

         The term "Board of Directors" means the Board of Directors of the
Company or a duly authorized committee of such Board.

Board Resolution:

         The term "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

Business Day:

         The term "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday, and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or required by law or executive order to close.

Capital Lease Obligations:

         The term "Capital Lease Obligations" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

Commission:

         The term "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                                      -2-


Common Stock:

         The term "Common Stock" means the common stock of the Company, par
value $0.01 per share.

Company:

         The term "Company" means Jarden Corporation, a Delaware corporation,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Company" will mean such successor
Person.

Company Request or Company Order:

         The term "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by the Chairman, Vice Chairman, Chief
Executive Officer, Chief Financial Officer, Secretary, or any Vice President of
the Company, and delivered to the Trustee.

Corporate Trust Office:

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 8 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate form time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

Covenant Defeasance:

         The term "Covenant Defeasance" has the meaning set forth in Section
5.03.

Default:

         The term "Default" means any event which, with notice or passage of
time or both, would constitute an Event of Default.

Defaulted Interest:

         The term "Defaulted Interest" has the meaning set forth in Section
2.09.

Defeasance:

         The term "Defeasance" has the meaning set forth in Section 5.02.

Defeasible Series:

         The term "Defeasible Series" has the meaning set forth in Section 5.01.



                                      -3-


Depositary:

         The term "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 2.01.

Event of Default:

         The term "Event of Default" has the meaning set forth in Section
8.01(a).

Exchange Act:

         The term "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, as the same may be in effect from time to time.

GAAP:

         The term "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and The American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by any
successor entity as may be in general use by significant segments of the
accounting profession, which are applicable to the circumstances as of the date
of determination.

Global Security:

         The term "Global Security" means a Security that evidences all or part
of the Securities of any series and is authenticated and delivered to, and
registered in the name of, the Depositary for such Securities or a nominee
thereof.

Holder:

         The term "Holder" means a person in whose name a particular Security is
registered in the Security Register.

Indebtedness:

         The term "Indebtedness" means, as applied to any Person, without
duplication: (a) all obligations of such Person for borrowed money; (b) all
obligations of such Person representing the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; (c) all obligations of such Person evidenced
by notes, bonds, debentures, or other similar instruments (other than
performance, surety, and appeals bonds arising in the ordinary course of
business); (d) any Capital Lease Obligation of such Person; (f) all
reimbursement, payment, or similar obligations, contingent or otherwise, of such
Person



                                      -4-


under acceptance or letters of credit (other than letters of credit in
support of trade obligations or incurred in connection with public liability
insurance, workers compensation, unemployment insurance, old-age pensions, and
other social security benefits other than in respect of employee benefit plans
subject to ERISA); (g) all obligations of such Person, contingent or otherwise,
under any guarantee by such Person of the obligations of another Person of the
type referred to in clauses (a) through (f) above; and (h) all obligations
referred to in clauses (a) through (f) above secured by any mortgage or security
interest in property (including without limitation accounts, contract rights,
and general intangibles) owned by such Person and as to which such Person has
not assumed or become liable for the payment of such obligations other than to
the extent of the property subject to such mortgage or security interest;
provided, however, that Indebtedness of the type referred to in clauses (g) and
(h) above shall be included within the definition of "Indebtedness" only to the
extent of the least of: (i) the amount of the underlying Indebtedness referred
to in the applicable clause (a) through (f) above; (ii) in the case of clause
(g), the limit on recoveries, if any, from such Person under obligations of the
type referred to in clause (g) above; and (iii) in the case of clause (h), the
aggregate value (as determined in good faith by the Board of Directors) of the
security for such Indebtedness.

         The amount of any Indebtedness outstanding as of any date shall be:

         (1) the accreted value of the Indebtedness, in the case of any
    Indebtedness issued with original issue discount;

         (2) the principal amount of the Indebtedness, together with any
    interest on the Indebtedness that is more than 30 days past due, in the case
    of any other Indebtedness;

         (3) the lesser of the Indebtedness and the fair market value of the
    collateral asset, in the case of any Indebtedness of others secured by a
    Lien on any asset of the specified Person; and

         (4) the lesser of the primary Indebtedness and any stated limit on
    recourse under the Guarantee, in the case of Indebtedness of others secured
    by a Guarantee of the specified Person.

Indenture:

         The term "Indenture" means this Indenture, as this Indenture may be
amended, supplemented, or otherwise modified from time to time, including, for
all purposes of this Indenture and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" will also include the terms of particular series of Securities
established as contemplated by Section 2.01.



                                      -5-


Interest:

         The term "interest" (i) when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest which accrues from and after and is payable after Maturity and (ii)
when used with respect to any Security, means the amount of all interest
accruing on such Security, including any default interest and any interest
accruing after any Event of Default that would have accrued but for the
occurrence of such Event of Default.

Interest Payment Date:

         The term "Interest Payment Date" when used with respect to any Security
means the Stated Maturity of an installment of interest on such Security.

Material Adverse Effect:

         The term "Material Adverse Effect" means a material adverse effect on
the business, assets, financial condition or results of operations of the
Company (taken together with its Subsidiaries as a whole).

Maturity:

         The term "Maturity" when used with respect to any Security means the
date on which the principal of that Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption, or otherwise.

Notice of Default:

         The term "Notice of Default" means a written notice of the kind set
forth in Section 8.01(a)(iv).

Officer's Certificate:

         The term "Officer's Certificate" means a certificate executed on behalf
of the Company by the Chairman, Vice Chairman, Chief Executive Officer, Chief
Financial Officer, Secretary, or any Vice President of the Company and delivered
to the Trustee.

Opinion of Counsel:

         The term "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who, subject to any express provisions hereof, may be an employee
of or counsel for the Company or any Subsidiary.



                                      -6-


Original Issue Discount Security:

         The term "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 8.01(b).

Outstanding:

         The term "Outstanding" means, when used with reference to Securities as
of a particular time, all Securities theretofore issued by the Company and
authenticated and delivered by the Trustee under this Indenture, except (a)
Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation, (b) Securities for the payment or redemption of which money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company is acting as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
often not covered therefor satisfactory to the Trustee has been made, and (c)
Securities paid pursuant to Section 2.07 or Securities in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent, or waiver
hereunder, (i) the principal amount of an Original Issue Discount Security that
will be deemed to be Outstanding will be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof to such date pursuant to Section 8.01(b),
(ii) the principal amount of a Security denominated in one or more foreign
currencies or currency units will be the U.S. dollar equivalent, determined in
the manner contemplated by Section 2.01 on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in clause (i) above) of such
Security, and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor will be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee will be protected in relying upon any such request, demand,
authorization, direction, notice, consent, or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned will be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgor establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.



                                      -7-


Paying Agent:

         The term "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

Person:

         The term "Person" means any individual, partnership, corporation, joint
stock company, business trust, trust, unincorporated association, joint venture,
or other entity, or government or political subdivision or agency thereof.

Place of Payment:

         The term "Place of Payment" when used with respect to the Securities of
any series means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 2.01.

Predecessor Security:

         The term "Predecessor Security" when used with respect to any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
exchange for or in lieu of a mutilated, destroyed, lost, or stolen Security will
be deemed to evidence the same debt as the mutilated, destroyed, lost, or stolen
Security.

Redemption Date:

         The term "Redemption Date" when used with respect to any Security to be
redeemed means the date fixed for such redemption by or pursuant to this
Indenture.

Redemption Price:

         The term "Redemption Price" when used with respect to any Security to
be redeemed means the price (including premium, if any) at which it is to be
redeemed pursuant to this Indenture.

Regular Record Date:

         The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 2.01.

Responsible Officer:

         "Responsible Officer" when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust



                                      -8-


officer, any trust officer, or any other officer associated with the corporate
trust department of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

Securities:

                  The term "Securities" has the meaning set forth in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

Security Register and Security Registrar:

         The terms "Security Register" and "Security Registrar" have the
respective meanings set forth in Section 2.05.

Special Record Date:

         The term "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 2.09.

Stated Maturity:

         The term "Stated Maturity" when used with respect to any Security, any
installment of interest thereon, or any other amount payable under this
Indenture or the Securities means the date specified in this Indenture or such
Security as the regularly scheduled date on which the principal of such
Security, such installment of interest, or such other amount, is due and
payable, and shall not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.

Subsidiary:

         The term "Subsidiary" means, as applied with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof)..



                                      -9-


Trust Indenture Act:

         The term "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, as in force upon the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

Trustee:

         The term "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" will mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series will mean each Trustee with respect to
Securities of that series.

U.S. Government Obligation:

         The term "U.S. Government Obligation" means (a) any security that is
(i) a direct obligation of the United States of America for the payment of which
full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any U.S. Government Obligation
specified in clause (a), which U.S. Government Obligation is held by such
custodian for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any such U.S.
Government Obligation, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

Vice President:

         The term "Vice President" when used with respect to the Company or the
Trustee means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

         (b) The words "Article" and "Section" refer to an Article and Section,
respectively, of this Indenture. The words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section, or other subdivision. Certain terms used
principally in Articles V, VI, and IX are defined in those Articles. Terms in
the singular include the plural and terms in the plural include the singular.



                                      -10-


                                  Article II.

                                 THE SECURITIES

   Section 2.01. Designation and Amount of Securities.

         (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

         (b) The Securities may be issued in one or more series. There will be
established in or pursuant to a Board Resolution and, subject to Section 2.04,
set forth or determined in the manner provided in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series: (i) the title of the Securities of the series
(which will distinguish the Securities of the series from Securities of any
other series); (ii) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in the exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.05, or 10.06 and except for any
Securities which, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder); (iii) the Person to whom any interest on
a Security of the series will be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest; (iv) the date or dates
on which the principal of the Securities of the series is payable; (v) the rate
or rates at which the Securities of the series will bear interest, if any, the
date or dates from which such interest will accrue, the Interest Payment Dates
on which any such interest will be payable, and the Regular Record Date for any
interest payable on any Interest Payment Date; (vi) the place or places where
the principal of and any premium and interest on Securities of the series will
be payable; (vii) the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company; (viii) the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of the series will be
redeemed or purchased, in whole or in part, pursuant to such obligation; (ix) if
other than denominations of $1,000 and integral multiples thereof, the
denominations in which Securities of the series will be issuable; (x) the
currency, currencies, or currency units in which payment of the principal of and
any premium and interest on any Securities of the series will be payable if
other than the currency of the United States of America and the manner of
determining the equivalent thereof in the currency of the United States of
America for purposes of the definition of "Outstanding" in Section 1.01; (xi) if
the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index, based
upon a formula, or in some other manner, the manner in which such amounts will
be determined; (xii) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Company or a
Holder thereof, in one or more currencies or currency units other than that or
those in which the



                                      -11-


Securities are stated to be payable, the currency, currencies, or currency units
in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made will be payable, and the
periods within which and the terms and conditions upon which such election is to
be made; (xiii) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which will be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 8.01(b);
(xiv) if applicable, that the Securities of the series will be subject to either
or both of Defeasance or Covenant Defeasance as provided in Article V, provided
that no series of Securities that is convertible into Common Stock pursuant to
Section 2.01(b)(xvi) or convertible into or exchangeable for any other
securities pursuant to Section 2.01(b)(xvii) will be subject to Defeasance
pursuant to Section 5.02; (xv) if and as applicable, that the Securities of the
series will be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global
Security or Global Securities and any circumstances other than those set forth
in Section 2.05 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person
other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered; (xvi) the terms and conditions, if
any, pursuant to which the Securities are convertible into Common Stock; (xvii)
the terms and conditions, if any, pursuant to which the Securities are
convertible into or exchangeable for any other securities, including (without
limitation) securities of Persons other than the Company; and (xviii) any other
terms of, or provisions, covenants, rights or other matters applicable to, the
series (which terms, provisions, covenants, rights or other matters will not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 10.01(e)).

         (c) All Securities of any one series will be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to below and (subject to Section 2.04) set
forth or determined in the manner provided in the Officer's Certificate referred
to above or in any such indenture supplemental hereto.

         (d) If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
will be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee concurrently with or prior to the delivery of the
Officer's Certificate setting forth the terms of the series.

    Section 2.02. Form of Securities and Trustee's Certificate of
Authentication.

         (a) If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action will be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee concurrently with or prior to the delivery
of the Company Order contemplated by Section 2.04 for the authentication and
delivery of such Securities.

         (b) The definitive Securities will be printed, lithographed, or
engraved on steel engraved borders or may be produced in any other manner
permitted by the rules



                                      -12-


of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

    Section 2.03. Date and Denominations.

         Each Security will be dated the date of its authentication. The
Securities of each series will be issuable only in registered form without
coupons in such denominations as may be specified as contemplated by Section
2.01. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series will be issuable in
denominations of $1,000 and integral multiples thereof.

    Section 2.04. Execution, Authentication and Delivery of Securities.

         (a) The Securities will be executed on behalf of the Company by the
Chairman, Vice Chairman, Chief Executive Officer, Chief Financial Officer,
Secretary or any Vice President of the Company. The signature of any of these
officers on the Securities may be manual or facsimile.

         (b) Only such Securities bearing the Trustee's certificate of
authentication, signed manually (which may be via facsimile) by the Trustee,
will be entitled to the benefits of this Indenture or be valid or obligatory for
any purpose. Such execution of the certificate of authentication by the Trustee
upon any Securities executed by the Company will be conclusive evidence that the
Securities so authenticated have been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.08, for all purposes of this Indenture such Security will
be deemed never to have been authenticated and delivered hereunder and will
never be entitled to the benefits of this Indenture.

         (c) Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company will bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

         (d) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order will authenticate and deliver such Securities.
If the form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive, and (subject to Section 9.01) will be fully protected in
relying upon, an Opinion of Counsel stating:



                                      -13-


         (i) if the form of such Securities has been established by or pursuant
    to a Board Resolution as permitted by Section 2.02, that such form has been
    established in conformity with the provisions of this Indenture,

         (ii) if the terms of such Securities have been established by or
    pursuant to a Board Resolution as permitted by Section 2.01, that such terms
    have been established in conformity with the provisions of this Indenture,

         (iii) that such Securities, when authenticated and delivered by the
    Trustee and issued by the Company in the manner and subject to any
    conditions specified in such Opinion of Counsel, will constitute valid and
    binding obligations of the Company enforceable in accordance with their
    terms, except as the enforceability thereof may be limited by bankruptcy,
    insolvency, reorganization, moratorium, or other laws relating to or
    affecting creditors' rights and by general principles of equity; and

         (iv) that all laws and requirements in respect of the execution and
    delivery by the Company of such Securities have been complied with

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all
Securities of a series are not to be originally issued at one time, it will not
be necessary to deliver the Officer's Certificate otherwise required pursuant to
Section 2.01 or the Company Order and Opinion of Counsel otherwise required
pursuant to Section 2.04(d) at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

    Section 2.05. Registration of Transfer and Exchange.

         (a) The Company will cause to be kept at the Corporate Trust Office, or
such other office or agency that the Company will maintain, a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company will provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

         (b) Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company will execute, and the Trustee will authenticate and deliver in the name
of the designated transferee or transferees, one or more new Securities of the
same series, of any authorized denominations and of a like aggregate principal
amount and tenor.

                                      -14-


         (c) At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company will execute, and the
Trustee will authenticate and deliver the Securities which the Holder making the
exchange is entitled to receive.

         (d) Every Security presented or surrendered for registration of
transfer or exchange will (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument or instruments of transfer,
in form reasonably satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing. No
service charge will be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax, assessment, fee or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 2.06, 3.05, or 10.06 not involving any
transfer. The Company will not be required (i) to issue, register the transfer
of, or exchange Securities of any series during a period beginning at the
opening of business 15 calendar days before the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
3.02(c) and ending at the close of business on the day of such mailing, (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except, in the case of any Securities to be redeemed in part,
the portion thereof not being redeemed, or (iii) to register the transfer of or
to exchange any Security between a record date and the next succeeding interest
payment date with respect to such Security.

         (e) All Securities issued upon any registration of transfer or exchange
of Securities will be valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         (f) Notwithstanding any other provision in this Indenture, no Global
Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global
Security or any nominee thereof, and no such transfer may be registered, unless
(i) such Depositary (A) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) ceases to be a clearing
agency registered under the Exchange Act, (ii) the Company executes and delivers
to the Trustee a Company Order that such Global Security shall be so
transferable, registrable, and exchangeable, and such transfers shall be
registrable, or (iii), or there shall exist such other circumstances, if any, as
have been specified for this purpose as contemplated by Section 2.01.
Notwithstanding any other provision in this Indenture, a Global Security to
which the restriction set forth in the preceding sentence shall have ceased to
apply may be transferred only to, and may be registered and exchanged for
Securities registered only in the name or names of, such Person or Persons as
the Depositary for such Global Security shall have directed and no transfer
thereof other than such a transfer may be registered. Every Security
authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu



                                      -15-


of, a Global Security to which the restriction set forth in the first sentence
of this Section 2.05(f) shall apply, whether pursuant to this Section 2.05,
Section 2.06, 2.07, 3.05, or 10.06 or otherwise, will be authenticated and
delivered in the form of, and will be, a Global Security.

         (g) Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

    Section 2.06. Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute and register and upon Company Order the Trustee will
authenticate and deliver temporary Securities (printed, lithographed, or
typewritten) of any authorized denomination, and substantially in the form of
the definitive Securities but with such omissions, insertions, and variations as
may be appropriate for temporary Securities, all as may be determined by the
officers executing such Securities as evidenced by their execution of such
Securities. Every temporary Security will be executed and registered by the
Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. The Company will execute and register and furnish definitive
Securities of such series as soon as practicable and thereupon any or all
temporary Securities of such series may be surrendered in exchange therefor at
the office or agency of the Company in the Place of Payment for that series, and
the Trustee will authenticate and deliver in exchange for such temporary
Securities of such series one or more definitive Securities of the same series,
of any authorized denominations, and of a like aggregate principal amount and
tenor. Such exchange will be made by the Company at its own expense and without
any charge to the Holder therefor. Until so exchanged, the temporary Securities
of any series will be entitled to the same benefits under this Indenture as
definitive Securities of the same series authenticated and delivered hereunder.

    Section 2.07. Mutilated, Destroyed, Lost, and Stolen Securities.

         (a) If any mutilated Security is surrendered to the Trustee, the
Company will execute and the Trustee will authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         (b) If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss, or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company will execute and the Trustee will authenticate
and deliver, in lieu of any such destroyed, lost, or stolen



                                      -16-


Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         (c) In case any such mutilated, destroyed, lost, or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         (d) Upon the issuance of any new Security under this Section 2.07, the
Company may require the payment of a sum sufficient to cover any tax,
assessment, fee or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

         (e) Every new Security of any series issued pursuant to this Section
2.07 in exchange for any mutilated Security or in lieu of any destroyed, lost,
or stolen Security will constitute an original additional contractual obligation
of the Company, whether or not the mutilated, destroyed, lost, or stolen
Security shall be at any time enforceable by anyone, and will be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of that series duly issued hereunder.

         (f) The provisions of this Section 2.07 are exclusive and will preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost, or stolen Securities.

    Section 2.08. Cancellation of Surrendered Securities.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any sinking fund payment will, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and will be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered will be promptly
cancelled by the Trustee. No Securities will be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section 2.08, except
as expressly permitted by this Indenture. The Trustee shall dispose of all
cancelled Securities in accordance with its customary procedures and deliver a
certificate of such cancellation to the Company, if the Company so requests.

    Section 2.09. Payment of Interest; Interest Rights Preserved.

         (a) Except as otherwise provided as contemplated by Section 2.01 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date will
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.



                                      -17-


         (b) Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") will forthwith cease to be payable to the Holder on
the relevant regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company together with interest thereon (to
the extent permitted by law) at the rate of interest applicable to such
Security, at its election in each case, as provided in clause (i) or (ii) below:

         (i) The Company may elect to make payment of any Defaulted Interest
    (and interest thereon, if any) to the Persons in whose names the Securities
    of such series (or their respective Predecessor Securities) are registered
    at the close of business on a Special Record Date for the payment of such
    Defaulted Interest, which will be fixed in the following manner. The Company
    will promptly notify the Trustee in writing of the amount of Defaulted
    Interest (and interest thereon, if any) proposed to be paid on each Security
    of such series and the date of the proposed payment, and at the same time
    the Company will deposit with the Trustee an amount of money equal to the
    aggregate amount proposed to be paid in respect of such Defaulted Interest
    (and interest thereon, if any) or will make arrangements satisfactory to the
    Trustee for such deposit prior to the date of the proposed payment, such
    money when deposited to be held in trust for the benefit of the persons
    entitled to such Defaulted Interest (and interest thereon, if any) as in
    this clause (i). Thereupon the Company will fix a Special Record Date for
    the payment of such Defaulted Interest (and interest thereon, if any) which
    will be not more than 15 calendar days and not less than 10 calendar days
    prior to the date of the proposed payment. The Company will promptly notify
    the Trustee of such Special Record Date and the Company or, at the Company's
    request, the Trustee, in the name and at the expense of the Company, will
    cause notice of the proposed payment of such Defaulted Interest and the
    Special Record Date therefor to be mailed, first class postage prepaid, to
    each Holder of Securities of such series at his address as it appears in the
    Security Register, not less than 10 calendar days prior to such Special
    Record Date. Notice of the proposed payment of such Defaulted Interest (and
    interest thereon, if any) and the Special Record Date therefor having been
    so mailed, such Defaulted Interest will be paid to the Persons in whose
    names the Securities of such series (or their respective Predecessor
    Securities) are registered at the close of business on such Special Record
    Date and will no longer be payable pursuant to the following clause (ii).

         (ii) The Company may make payment of any Defaulted Interest (and
    interest thereon, if any) on the Securities of any series in any other
    lawful manner not inconsistent with the requirements of any securities
    exchange on which such Securities may be listed, and upon such notice as may
    be required by such exchange, if, after notice given by the Company to the
    Trustee of the proposed payment pursuant to this clause (ii), such manner of
    payment shall be deemed practicable by the Trustee.

         (c) Subject to the foregoing provisions of this Section 2.09, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for



                                      -18-


or in lieu of any other Security will carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

    Section 2.10. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 2.09) any interest on such Security and for all other
purposes whatsoever, whether or not such Security shall be overdue, and neither
the Company, the Trustees nor any agent of the Company or the Trustee will be
affected by notice to the contrary.

    Section 2.11. Computation of Interest.

         Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

    Section 2.12. CUSIP Numbers.

         The Company in issuing any series of the Securities may use CUSIP
numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice of redemption or exchange with
respect to such series provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                  Article III.

                            REDEMPTION OF SECURITIES

    Section 3.01. Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity will be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

    Section 3.02. Election to Redeem; Notice to Trustee.

         (a) The election of the Company to redeem any Securities will be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company, the Company will, at least 20 calendar days prior to the notice of
redemption sent by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify



                                      -19-


the Trustee of such Redemption Date and the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company will furnish the
Trustee with an Officer's Certificate evidencing compliance with such
restriction.

         (b) Notice of redemption of Securities to be redeemed at the election
of the Company will be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and will be irrevocable.
Notice of redemption will be given by mail, first class postage prepaid, not
less than 30 or more than 60 calendar days prior to the Redemption Date, to each
Holder of Securities to be redeemed, at his address appearing in the Security
Register. All notices of redemption will include the CUSIP number and will state
(i) the Redemption Date, (ii) the Redemption Price, (iii) if less than all the
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption of any Securities, the principal
amounts) of the particular Securities to be redeemed, (iv) that on the
Redemption Date the Redemption Price plus accrued interest, if applicable, will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,
(v) the place or places where such Securities are to be surrendered for payment
of the Redemption Price, (vi) that the redemption is for a sinking fund, if such
is the case, and (vii) the specific provision of this Indenture pursuant to
which such Securities are to be redeemed.

         (c) If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed will be selected not more than 60
calendar days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee may deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. The Trustee
will promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

         (d) For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities will relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

    Section 3.03. Deposit of Redemption Price.

         Prior to 10:00 a.m. (local time at the Place of Payment) on the
Redemption Date specified in the notice of redemption given as provided in
Section 3.02, the Company will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 6.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the



                                      -20-


Redemption Date shall be an Interest Payment Date) any accrued interest on, all
of the Securities that are to be redeemed on that date. The Trustee or the
Paying Agent will promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay such Redemption Price of, and accrued interest on, such Securities that are
to be redeemed on that date.

    Section 3.04. Securities Payable on Redemption Date.

         (a) Notice of redemption having been given as aforesaid, the Securities
so to be redeemed will, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company defaults in the payment of the Redemption Price and accrued interest)
such Securities will cease to accrue interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security will be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that unless otherwise specified as
contemplated by Section 2.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates in accordance with their terms
and the provisions of Section 2.09.

         (b) If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium will, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

    Section 3.05. Securities Redeemed in Part.

         Any Security that is to be redeemed only in part will be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company will execute, and the Trustee will
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   Article IV.

                                  SINKING FUNDS

    Section 4.01. Applicability of Article.

         The provisions of this Article IV will be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 2.01 for Securities of such series. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount



                                      -21-


provided for by the terms of Securities of any series is herein referred to as
an "optional sinking fund payment". If provided for by the terms of Securities
of any series, the amount of any sinking fund payment may be subject to
reduction as provided in Section 4.02. Each sinking fund payment with respect to
Securities of a particular series will be applied to the redemption of
Securities of such series as provided for by the terms of Securities of such
series.

    Section 4.02. Satisfaction of Sinking Fund Payments With Securities.

         The Company (a) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (b) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities will be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment will be reduced
accordingly.

    Section 4.03. Redemption of Securities for Sinking Fund.

         Not less than 45 calendar days prior to each sinking fund payment date
for any series of Securities (unless a shorter period shall be satisfactory to
the Trustee), the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, that is to be
satisfied by payment of cash and the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 4.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 calendar days before each such sinking fund payment
date, the Trustee will select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02(c) and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02(b). Such notice having been duly
given, the redemption of such Securities will be made upon the terms and in the
manner stated in Sections 3.04 and 3.05.

                                   Article V.

                       DEFEASANCE AND COVENANT DEFEASANCE

    Section 5.01. Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option by Board Resolution at any time,
to have either Section 5.02 or Section 5.03 applied to the Outstanding
Securities of any series designated pursuant to Section 2.01 as being defeasible
pursuant to this Article V (hereinafter called "Defeasible Series"), upon
compliance with the conditions set forth below in this Article V, provided that
Section 5.02 will not apply to any series of



                                      -22-


Securities that is convertible into Common Stock pursuant to Section
2.01(b)(xvi) or convertible into or exchangeable for any other securities
pursuant to Section 2.01 (b)(xvii).

    Section 5.02. Defeasance and Discharge.

         Upon the Company's exercise of the option provided in Section 5.01 to
have this Section 5.02 applied to the Outstanding Securities of any Defeasible
Series and subject to the proviso to Section 5.01, the Company will be deemed to
have been discharged from its obligations with respect to the Outstanding
Securities of such series as provided in this Section 5.02 on and after the date
the conditions set forth in Section 5.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company will be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of
the Company, will execute proper instruments acknowledging the same), subject to
the following which will survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Securities of such series to receive,
solely from the trust fund described in Section 5.04 and as more fully set forth
in Section 5.04, payments in respect of the principal of and any premium and
interest on such Securities of such series when payments are due, (b) the
Company's obligations with respect to the Securities of such series under
Sections 2.05, 2.06, 2.07, 6.02, 6.03, and 10.06, (c) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder, and (d) this Article V.
Subject to compliance with this Article V, the Company may exercise its option
provided in Section 5.01 to have this Section 5.02 applied to the Outstanding
Securities of any Defeasible Series notwithstanding the prior exercise of its
option provided in Section 5.01 to have Section 5.03 applied to the Outstanding
Securities of such series.

    Section 5.03. Covenant Defeasance.

         Upon the Company's exercise of the option provided in Section 5.01 to
have this Section 5.03 applied to the Outstanding Securities of any Defeasible
Series, (a) the Company will be released from its obligations under Sections
6.04 through 6.06, inclusive, Section 11.01, and the provisions of any
Supplemental Indenture specified in such Supplemental Indenture, and (b) the
occurrence of any event specified in Sections 8.01(a)(iii), 8.01(a)(iv) (with
respect to any of Sections 6.04 through 6.06, inclusive, Section 11.01, and the
provisions of any Supplemental Indenture specified in such Supplemental
Indenture), 8.01(a)(v), and 8.01(a)(viii) will be deemed not to be or result in
an Event of Default, in each case with respect to the Outstanding Securities of
such series as provided in this Section on and after the date the conditions set
forth in Section 5.04 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that the Company may omit to
comply with and will have no liability in respect of any term, condition, or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 8.01(a)(iv)), whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or by reason of any reference
in any such Section to any other provision herein or in any other



                                      -23-


document, but the remainder of this Indenture and the Securities of such series
will be unaffected thereby.

    Section 5.04. Conditions to Defeasance or Covenant Defeasance.

         The following will be the conditions to application of either Section
5.02 or Section 5.03 to the Outstanding Securities of any Defeasible Series:

         (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee that satisfies the requirements
contemplated by Section 9.08 and agrees to comply with the provisions of this
Article V applicable to it) as trust funds in trust for the benefit of the
Holders of Outstanding Securities of such series (i) money in an amount, or (ii)
U.S. Government Obligations that through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, without
reinvestment, not later than one day before the due date of any payment, money
in an amount, or (iii) a combination thereof, in each case sufficient in the
opinion of an independent firm of certified public accountants, to pay and
discharge, and which will be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on the Securities of such series on the respective Stated Maturities or
on any earlier date or dates on which the Securities of such series shall be
subject to redemption and the Company shall have given the Trustee irrevocable
instructions satisfactory to the Trustee to give notice to the Holders of the
redemption of the Securities of such series, all in accordance with the terms of
this Indenture and the Securities of such series.

         (b) In the case of an election under Section 5.02, the Company shall
have delivered to the Trustee an Opinion of Counsel (from a counsel who shall
not be an employee of the Company) to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon, such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance, and discharge to be effected
with respect to the Securities of such series and will be subject to Federal
income tax on the same amount, in the same manner, and at the same times as
would be the case if such deposit, Defeasance, and discharge were not to occur.

         (c) In the case of an election under Section 5.03, the Company shall
have delivered to the Trustee an Opinion of Counsel (from a counsel who shall
not be an employee of the Company) to the effect that the Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to the Securities of such series and will be subject
to Federal income tax on the same amount, in the same manner, and at the same
times as would be the case if such deposit and Covenant Defeasance were not to
occur.



                                      -24-


         (d) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that the Securities of such series, if then listed on
any securities exchange, will not be delisted solely as a result of such
deposit.

         (e) No Event of Default shall have occurred and be continuing at the
time of such deposit at any time on or prior to the 90th calendar day after the
date of such deposit (it being understood that this condition will not be deemed
satisfied until after such 90th calendar day).

         (f) Such Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under, any other material agreement or
instrument (other than this Indenture) to which the Company is a party or by
which it is bound.

         (g) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

    Section 5.05. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

         (a) Subject to the provisions of Section 6.03(e), all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section 5.05
and Section 5.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 5.04 in respect of the
Securities of any Defeasible Series will be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities of such series and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of Securities of such series, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

         (b) The Company will pay and indemnify the Trustee against any tax,
fee, or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 5.04 or the principal and interest
received in respect thereof other than any such tax, fee, or other charge that
by law is for the account of the Holders of Outstanding Securities.

         (c) Notwithstanding anything in this Article V to the contrary, the
Trustee will deliver or pay to the Company from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 5.04 with respect to Securities of any Defeasible Series that are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Defeasance or Covenant Defeasance with respect to the
Securities of such series.



                                      -25-


    Section 5.06. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article V with respect to the Securities of any series by
reason of any order or judgment of any court or governmental authority
enjoining, restraining, or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
will be revived and reinstated as though no deposit had occurred pursuant to
this Article V with respect to Securities of such series until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 5.05 with respect to Securities of such series in accordance with
this Article V; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any Security of such series following
the reinstatement of its obligations, the Company will be subrogated to the
rights of the Holders of Securities of such series to receive such payment from
the money so held in trust.

                                  Article VI.

                       PARTICULAR COVENANTS OF THE COMPANY

    Section 6.01. Payment of Principal, Premium and Interest on Securities.

         The Company, for the benefit of each series of Securities, will duly
and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

    Section 6.02. Maintenance of Office or Agency.

         (a) The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices, and demands may be made or served at
the Corporate Trust Office, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices, and demands.

         (b) The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
will in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.



                                      -26-


    Section 6.03. Money for Securities Payments to be Held in Trust.

         (a) If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, prior to 10:00 a.m. (local time at
the Place of Payment) on the due date of the principal of or any premium or
interest on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

         (b) Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

         (c) The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 6.03, that such Paying Agent will (i) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

         (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent will be released from all further liability with respect to
such money.

         (e) Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium, or interest has become due and payable will be
paid to the Company upon a Company Request (or, if then held by the Company,
will be discharged from such trust); and the Holder of such Security will
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall, at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of



                                      -27-


Manhattan, The City of New York, notice, to be prepared by the Company, that
such money remains unclaimed and that, after a date specified therein, which
will not be less than 30 calendar days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

    Section 6.04. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments, and
governmental charges levied or imposed upon the Company or any Subsidiary of the
Company provided, however, that the Company will not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge, or
claim the amount, applicability, or validity of which is being contested in good
faith by appropriate proceedings or where the failure to effect such payment
would not constitute a Material Adverse Effect.

    Section 6.05. Existence.

         Subject to Article XI, the Company will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory), and
franchises; provided, however, that neither the Company nor any Subsidiary will
be required to preserve any such right or franchise if the Company determines
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof will not result in a Material
Adverse Effect.

    Section 6.06. Compliance with Laws.

         The Company will, and will cause each of its Subsidiaries to, comply
with all applicable Federal, state, local, or foreign laws, rules, regulations,
or ordinances, including without limitation such laws, rules, regulations, or
ordinances relating to pension, environmental, employee, and tax matters, in
each case to the extent that the failure so to comply would have a Material
Adverse Effect.

    Section 6.07. Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 calendar days after
the end of each fiscal year of the Company ending after the date hereof, an
Officer's Certificate signed by the principal executive officer, principal
financial officer, or principal accounting officer of the Company stating
whether or not to the knowledge of such person after due inquiry the Company is
in default in the performance and observance of any of the material terms,
provisions, and conditions of this Indenture and, if the Company is in default,
specifying all such defaults and the nature and status thereof of which such
person may have such knowledge.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default, or an event which, with notice or the lapse of time or
both, would constitute



                                      -28-


an Event of Default, an Officer's Certificate setting forth the details of such
Event of Default or default and the action which the Company proposes to take
with respect thereto.

    Section 6.08. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision, or condition set forth in Sections 6.04 through 6.06,
inclusive, and the provisions of any Supplemental Indenture specified in such
Supplemental Indenture, with respect to the Securities of any series if the
Holders of a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision, or condition,
but no such waiver will extend to or affect such term, provision, or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision, or condition will remain in full force and
effect.

    Section 6.09. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                  Article VII.

                          SECURITIES HOLDERS' LIST AND
                     REPORTS BY THE COMPANY AND THE TRUSTEE

    Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee (a)
semi-annually, not more than 15 calendar days after the applicable Regular
Record Date, a list for each series of Securities, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of such series as of such Regular Record Date and (b) at such other times as the
Trustee may request in writing, within 30 calendar days after the receipt by the
Company of any such request, a list of similar form and content as of a date not
more than 15 calendar days prior to the time such list is furnished; excluding
from any such lists names and addresses received by the Trustee in its capacity
as Security Registrar.

    Section 7.02. Preservation of Information; Communication to Holders.

         (a) The Trustee will preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of



                                      -29-


Holders received by the Trustee in its capacity as Security Registrar and shall
otherwise comply with Section 312(a) of the Trust Indenture Act. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

         (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, will be as provided by the
Trust Indenture Act.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them will be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

    Section 7.03. Reports by Trustee.

         (a) The Trustee will transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
The Trustee shall transmit by mail to all Holders, within sixty days after each
May 15 following the date of this Indenture a brief report, dated as of such May
15, which complies with the provisions of Section 313(a) of the Trust Indenture
Act. The Trustee will also comply with Section 313(b) of the Trust Indenture
Act. The Trustee will also transmit by mail all reports required by Section
313(c) of the Trust Indenture Act and otherwise comply with such Section 313(c).

         (b) A copy of each such report will, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission, and with the Company in accordance
with Section 313(d) of the Trust Indenture Act.. The Company will promptly
notify the Trustee when any Securities are listed on any stock exchange or of
any delisting thereof.

    Section 7.04. Reports by Company.

         The Company will file with the Trustee and the Commission, and transmit
to Holders, such information, documents, and other reports, and such summaries
thereof, as may be required pursuant to Section 314(a) of the Trust Indenture
Act at the times and in the manner provided pursuant to such Section 314(a);
provided that any such information, documents, or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act will be
filed with the Trustee within 15 calendar days after the same is so required to
be filed with the Commission.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officer's Certificates).



                                      -30-


                                  Article VIII.

                                     DEFAULT

    Section 8.01. Event of Default.

         (a) "Event of Default", wherever used herein with respect to Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it may be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree, or order of
any court or any order, rule, or regulation of any administrative or
governmental body):

         (i) default in the payment of any interest upon any Security of that
    series when it becomes due and payable, and continuance of such default for
    a period of 30 calendar days;

         (ii) default in the payment of the principal of (or premium, if any,
    on) any Security of that series when it becomes due and payable;

         (iii) default in the making of any sinking fund payment when and as due
    by the terms of a Security of that series;

         (iv) default in the performance, or breach, of any material covenant or
    warranty of the Company in this Indenture (other than a covenant or
    warranty, a default in the performance or breach of which is elsewhere in
    this Section 8.01 specifically dealt with or which has expressly been
    included in this Indenture solely for the benefit of one or more series of
    Securities other than that series), and continuance of such default or
    breach for a period of 60 calendar days after there has been given, by
    registered or certified mail, to the Company by the Trustee or to the
    Company and the Trustee by the Holders of at least 35% in principal amount
    of the Outstanding Securities of that series a written notice specifying
    such default or breach and requiring it to be remedied and stating that such
    notice is a "Notice of Default" hereunder;

         (v) any nonpayment at maturity or other default is made under any
    agreement or instrument relating to any other Indebtedness of the Company
    (the unpaid principal amount of which is not less than $ 15.0 million), and,
    in any such case, such default (A) continues beyond any period of grace
    provided with respect thereto and (B) results in such Indebtedness becoming
    due prior to its stated maturity or occurs at the final maturity of such
    Indebtedness; provided, however, that, subject to the provisions of Section
    9.01 and 8.08, the Trustee will not be deemed to have knowledge of such
    nonpayment or other default unless either (1) a Responsible Officer of the
    Trustee has actual knowledge of nonpayment or other default or (2) the
    Trustee has received written notice thereof from the Company, from any
    Holder, from the holder of any such Indebtedness or from the trustee under
    the agreement or instrument relating to such Indebtedness;



                                      -31-


         (vi) the entry by a court having jurisdiction in the premises of (A) a
    decree or order for relief in respect of the Company in an involuntary case
    or proceeding under any applicable Federal or state bankruptcy, insolvency,
    reorganization, or other similar law or (B) a decree or order adjudging the
    Company a bankrupt or insolvent, or approving as properly filed a petition
    seeking reorganization, arrangement, adjustment, or composition of or in
    respect of the Company under any applicable Federal or state law, or
    appointing a custodian, receiver, liquidator, assignee, trustee,
    sequestrator, or other similar official of the Company or of any substantial
    part of its property, or ordering the winding up or liquidation of its
    affairs, and the continuance of any such decree or order for relief or any
    such other decree or order unstayed and in effect for a period of 60
    consecutive calendar days;

         (vii) the commencement by the Company of a voluntary case or proceeding
    under any applicable Federal or state bankruptcy, insolvency,
    reorganization, or other similar law or of any other case or proceeding to
    be adjudicated a bankrupt or insolvent, or the consent by it to the entry of
    a decree or order for relief in respect of the Company in an involuntary
    case or proceeding under any applicable Federal or state bankruptcy,
    insolvency, reorganization, or other similar law or to the commencement of
    any bankruptcy or insolvency case or proceeding against it, or the filing by
    it of a petition or answer or consent seeking reorganization or relief with
    respect to the Company under any applicable Federal or state bankruptcy,
    insolvency, reorganization, or other similar law, or the consent by it to
    the filing of such petition or to the appointment of or taking possession by
    a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other
    similar official of the Company or of any substantial part of its property
    pursuant to any such law, or the making by it of an assignment for the
    benefit of creditors, or the admission by it in writing of its inability to
    pay its debts generally as they become due, or the taking of corporate
    action by the Company in furtherance of any such action; or

         (viii) any other Event of Default provided with respect to Securities
    of that series.

         (b) If an Event of Default (other than an Event of Default arising
under Section 8.01(a)(vi) or (vii)) with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every case the Trustee or
the Holders of not less than 35% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) will become immediately due and payable. If an Event of Default under
Section 8.01(a)(vi) or (vii) occurs, then the principal of, premium, if any, and
accrued interest on the Securities shall become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

                                      -32-



         (c) At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article VIII provided, the Holders of a majority in principal amount of the
outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay (A) all
overdue interest on all Securities of that series, (B) the principal of (and
premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and any interest thereon at
the rate or rates prescribed therefor in such Securities, (C) to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Securities, and (D) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel and (ii)
all Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 8.01(d). No such rescission will affect any subsequent
default or impair any right consequent thereon.

         (d) The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default (i) in the payment of the principal of or any
premium or interest on any Security of such series (provided, however, that
Holders of a majority in principal amount of the Outstanding Securities of any
series may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration) or (ii) in respect of a
covenant or provision hereof which under Article X cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected. Upon any such waiver, such default will cease to exist, and any Event
of Default arising therefrom will be deemed to have been cured, for every
purpose of this Indenture, but no such waiver will extend to any subsequent or
other default or impair any right consequent thereon.

    Section 8.02. Covenant of Company to Pay to Trustee Whole Amount Due on
Securities on Default in Payment of Interest or Principal; Suits for Enforcement
by Trustee.

         (a) The Company covenants that if (i) default is made in the payment of
any interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 calendar days or (ii) default is made in
the payment of the principal of (or premium, if any, on) any Security when it
becomes due and payable, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and interest and,
to the extent that payment of such interest will be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as will be sufficient to cover the costs and
expenses of



                                      -33-


collection, including the reasonable compensation, expenses, disbursements, and
advances of the Trustee and its agents and counsel.

         (b) If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         (c) In case of any judicial proceeding relative to the Company (or any
other obliger upon the Securities), its property or its creditors, the Trustee
will be entitled and empowered, by intervention in such proceeding or otherwise,
to take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee will be authorized to collect and receive any money or
other property payable or deliverable on any such claims and to distribute the
same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator,
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee consents to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel, and any
other amounts due the Trustee under Section 9.06.

         (d) No provision of this Indenture will be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment, or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

         (e) All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee will be brought in
its own name as trustee of an express trust, and any recovery of judgment will,
after provision for the payment of the reasonable compensation, expenses,
disbursements, and advances of the Trustee and its agents and counsel, be for
the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

    Section 8.03. Application of Money Collected by Trustee.

         Any money collected by the Trustee pursuant to this Article VIII will
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, upon



                                      -34-


presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

         FIRST:     To the payment of all amounts due the Trustee under Section
                    9.06;

         SECOND:    To the payment of the amounts then due and unpaid for
                    principal of and any premium and interest on the Securities
                    in respect of which or for the benefit of which such money
                    has been collected, ratably, without preference or priority
                    of any kind, according to the amounts due and payable on
                    such Securities for principal and any premium and interest,
                    respectively; and

         THIRD:     To the Company.

    Section 8.04. Limitation on Suits by Holders of Securities.

         No Holder of any Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series, (b) the Holders of not less than 35% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder, (c) such Holder or Holders have offered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses, and
liabilities to be incurred in compliance with such request, (d) the Trustee for
60 calendar days after its receipt of such notice, request, and offer of
indemnity has failed to institute any such proceeding, and (e) no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series, it being understood and intended that no
one or more of such Holders will have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb, or
prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

    Section 8.05. Rights and Remedies Cumulative; Delay or Omission in Exercise
of Rights not a Waiver of Event of Default.

         (a) Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost, or stolen Securities in the last
paragraph of Section 2.07, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy will, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or



                                      -35-


otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, will not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         (b) No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
will impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
VIII or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

    Section 8.06. Rights of Holders of Majority in Principal Amount of
Outstanding Securities to Direct Trustee.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series will have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that (a) such direction will not be in
conflict with any rule of law or with this Indenture and (b) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

    Section 8.07. Requirement of an Undertaking to Pay Costs in Certain Suits
Under the Indenture or Against the Trustee.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered, or
omitted by it as Trustee, a court may require any party litigant in such suit to
file undertaking to pay the costs of such suit, and may assess reasonable costs,
including reasonable attorney's fees and expenses, against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section 8.07 nor the Trust Indenture Act will be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Trustee, a suit by a Holder pursuant to
Section 8.09 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then Outstanding Securities.

    Section 8.08. Notice of Defaults.

                  If a Default occurs hereunder with respect to Securities of
any series, the Trustee will give the Holders of Securities of such series
notice of such Default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any Default of the character specified in
Section 8.01(a)(iv) with respect to Securities of such series no such notice to
Holders will be given until at least 60 calendar days after the occurrence
thereof. Except in the case of a Default in payment of principal of or interest
on any Security of any Series, the Trustee may withhold the notice if and so
long as its Responsible Officers in good faith determine that withholding the
notice is in the interests of Holders of Securities of such series.



                                      -36-


    Section 8.09. Unconditional Right of Holders to Receive Principal, Premium,
and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security will have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
2.09) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights may not
be impaired without the consent of such Holder.

    Section 8.10. Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee, and the Holders will
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders will continue
as though no such proceeding had been instituted.

    Section 8.11. Trustee May File Proofs of Claims.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements,
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceeding relative to the Company or the Subsidiaries (or any
other obligor upon the Securities), their creditors or their property and shall
be entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claim and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee hereunder. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Article IX.

                             CONCERNING THE TRUSTEE

    Section 9.01. Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default,



                                      -37-


              (1)  the Trustee undertakes to perform such duties and only such
                   duties as are specifically set forth in this Indenture, and
                   no implied covenants or obligations shall be read into this
                   Indenture against the Trustee; and

              (2)  in the absence of bad faith on its part, the Trustee may
                   conclusively rely, as to the truth of the statements and the
                   correctness of the opinions expressed therein, upon
                   certificates or opinions furnished to the Trustee and
                   conforming to the requirements of this Indenture; but in the
                   case of any such certificates or opinions which by any
                   provision hereof are specifically required to be furnished to
                   the Trustee, the Trustee shall be under a duty to examine the
                   same to determine whether or not they conform to the
                   requirements of this Indenture.

         (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that

              (1)  this Subsection shall not be construed to limit the effect of
                   Subsection (a) of this Section;

              (2)  the Trustee shall not be liable for any error of judgement
                   made in good faith by a Responsible Officer, unless it shall
                   be proved that the Trustee was negligent in ascertaining the
                   pertinent facts;

              (3)  the Trustee shall not be liable with respect to any action
                   taken or omitted to be taken by it in good faith in
                   accordance with the direction of the Holders of a majority in
                   principal amount of the Outstanding Securities of any series,
                   determined as provided in Sections 1.01, 8.06 and 13.11,
                   relating to the time, method and place of conducting any
                   proceeding for any remedy available to the Trustee, or
                   exercising any trust or power conferred upon the Trustee,
                   under this Indenture with respect to the Securities of such
                   series; and

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.



                                      -38-


         (e) Subject to the provisions of Section 9.01(c), no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it.

    Section 9.02. Certain Rights of Trustee.

         Subject to the provisions of Section 9.01:

         (a) the Trustee may conclusively rely and will be protected in acting
or refraining from acting upon, whether in its original or facsimile form, any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness, or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

         (b) any request or direction of the Company mentioned herein will be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board will be sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering, or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officer's Certificate;

         (d) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel will be full and complete
authorization and protection in respect of any action taken, suffered, or
omitted by it hereunder in good faith and in reliance thereon;

         (e) the Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses, and liabilities which might be incurred by it in compliance
with such request or direction;

         (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys
or independent contractors and the Trustee will not be responsible for any
misconduct or negligence on the part of any agent, attorney or independent
contractor appointed with due care by it hereunder;

         (g) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;



                                      -39-


         (h) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

         (i) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder; and

         (k) the Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

    Section 9.03. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, may be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent will not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

    Section 9.04. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar, or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
9.07 and 9.12, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar, or such other agent.

    Section 9.05. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required herein or by law. The Trustee
will be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

    Section 9.06. Compensation and Reimbursement.

         The Company will (a) pay to the Trustee from time to time such
reasonable compensation for all services rendered by it hereunder as the parties
shall agree from time to time (which compensation will not be limited to any
provision of law



                                      -40-


in regard to the compensation of a trustee of an express trust); (b) except as
otherwise expressly provided herein, reimburse the Trustee upon its request for
all reasonable expenses, disbursements, and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of agents and
counsel), except any such expense, disbursement, or advance as may be
attributable to its negligence, bad faith, or willful misconduct; and (c)
indemnify each of the Trustee and any predecessor Trustee and their agents for,
and hold them harmless against, any and all loss, liability, claim, damage or
expense, including taxes (other than taxes based on the income of the Trustee)
incurred without negligence, bad faith, or willful misconduct on its part
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim (whether asserted by the Company, any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder or in connection with enforcing the provisions of
this Section.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 8.01(vi) or Section 8.01(vii), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

    Section 9.07. Disqualification; Conflicting Interests.

         If the Trustee has or acquires a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee will either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

    Section 9.08. Corporate Trustee Required; Eligibility.

         This Indenture will always have a Trustee that satisfies the
requirements o Sections 310(a)(1), (2), and (5) of the Trust Indenture Act.
There will at all times be one or more Trustees hereunder with respect to the
Securities of each series, at least one of which will be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $100,000,000 and its Corporate Trust Office or
principal office in New York City, or any other major city in the United States
that is acceptable to the Company. If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of a supervising or
examining state or Federal authority, then for the purposes of this Section
9.08, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 9.08, it will resign



                                      -41-


immediately in the manner and with the effect hereinafter specified in this
Article IX. The Trustee will comply with Section 310(b) of the Trust Indenture
Act.

    Section 9.09. Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article IX will become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 9.10.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 9.10 shall
not have been delivered to the Trustee within 30 calendar days after the giving
of such notice of resignation, the resigning Trustee may, at the expense of the
Trustee, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 9.10 shall not have been delivered to the Trustee within 30 calendar
days after the giving of such notice of removal, the Trustee being removed may,
at the expense of the Trustee, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (d) If, at any time, (i) the Trustee fails to comply with Section 9.07
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, (ii) the Trustee ceases
to be eligible under Section 9.08 and fails to resign after written request
therefor by the Company or by any such Holder, or (iii) the Trustee becomes
incapable of acting or is adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property is appointed or any public officer takes charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, or liquidation, then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all
Securities or (B) subject to Section 8.07, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

         (e) If the Trustee resigns, is removed, or becomes incapable of acting,
or if a vacancy occurs in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company by a Board Resolution will
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there will be only one



                                      -42-


Trustee with respect to the Securities of any particular series) and will comply
with the applicable requirements of Section 9.10. If, within one year after such
resignation, removal, or incapability or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series is appointed by
Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed will, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 9.10,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 9.10, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, at the expense of the Company, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

         (f) The Company will give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 13.03.
Each notice will include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

    Section 9.10. Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed will
execute, acknowledge, and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee will become effective and such successor Trustee,
without any further act, deed, or conveyance, will become vested with all the
rights, powers, trusts, and duties of the retiring Trustee, but, on the request
of the Company or the successor Trustee, such retiring Trustee will, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, and duties of the retiring Trustee and
will duly assign, transfer, and deliver to such Trustee all property and money
held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee, and each successor Trustee with respect to the Securities of
one or more series will execute and deliver an indenture supplemental hereto
wherein such successor Trustee will accept such appointment and which (i) will
contain such provisions as may be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts, and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Securities, will contain
such provisions as may be deemed necessary or desirable to confirm that all the
rights,



                                      -43-


powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring will continue to be vested in the retiring Trustee, and (iii) will add
to or change any of the provisions of this Indenture as may be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture will constitute such Trustees co-trustees of the same
trust and that each such Trustee will be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustees and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee will become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed, or conveyance, will become vested with all the rights, powers,
trusts, and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates;
but on request of the Company or any successor Trustee, such retiring Trustee
will duly assign, transfer, and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

         (c) Upon request of any such successor Trustee, the Company will
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all applicable rights, powers, and trusts
referred to in the preceding paragraphs of this Section 9.10.

         (d) No successor Trustee will accept its appointment unless at the time
of such acceptance such successor Trustee is qualified and eligible under this
Article IX.

    Section 9.11. Merger, Conversion, Consolidation, or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion, or consolidation to which the Trustee may be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, will be the successor of the Trustee hereunder, provided such
corporation is otherwise qualified and eligible under this Article IX, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion, or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

    Section 9.12. Preferential Collection of Claims Against Company.

         If and when the Trustee is or becomes a creditor of the Company (or any
other obligor upon the Securities), the Trustee will be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).



                                      -44-


    Section 9.13. Appointment of Authenticating Agent.

         (a) The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which will be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer, or partial
redemption thereof or pursuant to Section 2.07, and Securities so authenticated
will be entitled to the benefits of this Indenture and will be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference will be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof, or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or state authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 9.13,
the combined capital and surplus of such Authenticating Agent will be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 9.13, such
Authenticating Agent will resign immediately in the manner and with the effect
specified in this Section 9.13.

         (b) Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which such Authenticating Agent
may be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, will
continue to be an Authenticating Agent, provided such corporation is otherwise
eligible under this Section 9.13, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.

         (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions this Section 9.13, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and will mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder will
become vested with all the rights, powers, and duties of its predecessor
hereunder, with like effect as if



                                      -45-


originally named as an Authenticating Agent. No successor Authenticating Agent
will be appointed unless eligible under the provisions of this Section 9.13.

         (d) The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 9.13, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 9.06.

         (e) If an appointment with respect to one or more series of Securities
is made pursuant to this Section 9.13, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternative form of certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within mentioned Indenture.


                             The Bank of New York, as Trustee


Dated:______________         By:_________________________
                             As Authenticating Agent


                             By:_________________________
                                Authorized Signatory

    Section 9.14. Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
ten Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                   Article X.

                   SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS



                                      -46-


    Section 10.01. Purposes for Which Supplemental Indentures May Be Entered
Into Without Consent of Holders.

         Without the consent of or notice to any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

         (a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities, all to the extent otherwise permitted hereunder;

         (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company;

         (c) to add any additional Events of Default;

         (d) to add to or change any of the provisions of this Indenture to such
extent as may be necessary to permit or facilitate the issuance of Securities in
bearer form, registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of Securities in
uncertificated form;

         (e) to add to, change, or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change, or elimination (i) will neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) will become
effective only when there is no such Security Outstanding;

         (f) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02;

         (g) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as may be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 9.10;

         (h) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to this clause (h) will
not adversely affect the interests of the Holders of Securities of any series in
any material respect; or



                                      -47-


         (i) to comply with requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act.

    Section 10.02. Modification of Indenture with Consent of Holders of at Least
a Majority in Principal Amount of Outstanding Securities.

         (a) With the consent of the Holders of a majority in principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however that no such
supplemental indenture will, without the consent of the Holder of each
Outstanding Security affected thereby:

         (i) change the Stated Maturity of the principal of, or any installment
    of principal of or interest on, any Security, or reduce the principal amount
    thereof or the rate of interest thereon or any premium payable upon the
    redemption thereof, or reduce the amount of the principal of an Original
    Issue Discount Security that would be due and payable upon a declaration of
    acceleration of the Maturity thereof pursuant to Sections 8.01(b), or change
    the coin or currency in which, any Security or any premium or interest
    thereon is payable, or impair the right to institute suit for the
    enforcement of any such payment on or after the Stated Maturity thereof (or,
    in the case of redemption, on or after the Redemption Date);

         (ii) reduce the percentage in principal amount of the Outstanding
    Securities of any series, the consent of the Holders of which is required
    for any such supplemental indenture, or the consent of the Holders of which
    is required for any waiver (of compliance with certain provisions of this
    Indenture or certain defaults hereunder and their consequences) provided for
    in this Indenture; or

         (iii) modify any of the provisions of this Section 10.02, Section
    8.01(d) or Section 6.08, except to increase the percentage in principal
    amount of Holders required under any such Section or to provide that certain
    other provisions of this Indenture cannot be modified or waived without the
    consent of the Holder of each Outstanding Security affected thereby,
    provided, however that this clause (c) will not be deemed to require the
    consent of any Holder with respect to changes in the references to "the
    Trustee" and concomitant changes in this Section 10.02 and Section 6.08, or
    the deletion of this proviso, in accordance with the requirements of
    Sections 9.10 and 10.01(g).

         (b) A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other



                                      -48-


provision, will be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

         (c) It will not be necessary for any Act of Holders under this Section
10.02 to approve the particular form of any proposed supplemental indenture, but
it will be sufficient if such Act approves the substance thereof.

    Section 10.03. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article X or the modifications thereby
of the trusts created by this Indenture, the Trustee will receive, and (subject
to Section 9.01) will be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but will not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties, or immunities under this
Indenture or otherwise.

    Section 10.04. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article X,
this Indenture will be modified in accordance therewith, and such supplemental
indenture will form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
will be bound thereby.

    Section 10.05. Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article X will
conform to the requirements of the Trust Indenture Act.

    Section 10.06. Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article X may, and will
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.



                                      -49-


                                  Article XI.

                    CONSOLIDATION, MERGER, SALE, OR TRANSFER

    Section 11.01. Consolidations and Mergers of Company and Sales Permitted
Only on Certain Terms.

         (a) The Company shall not consolidate with or merge with or into any
other Person, or transfer (by lease, assignment, sale, or otherwise) all or
substantially all of its properties and assets to another Person unless (i)
either (A) the Company shall be the continuing or surviving Person in such a
consolidation or merger or (B) the Person (if other than the Company) formed by
such consolidation or into which the Company is merged or to which all or
substantially all of the properties and assets of the Company are transferred
(the Company or such other Person being referred to as the "Surviving Person")
shall be a corporation organized and validly existing under the laws of the
United States, any state thereof, or the District of Columbia, and shall
expressly assume, by an indenture supplement, all the obligations of the Company
under the Securities and the Indenture and (ii) immediately after the
transaction and the incurrence or anticipated incurrence of any Indebtedness to
be incurred in connection therewith, no Default will exist, and (iii) an
Officer's Certificate has been delivered to the Trustee to the effect that the
conditions set forth in the preceding clauses (i) and (ii) have been satisfied.

         (b) The Surviving Person will succeed to and be substituted for the
Company with the same effect as if it had been named herein as a party hereto,
and thereafter the predecessor corporation will be relieved of all obligations
and covenants under this Indenture and the Securities.

                                  Article XII.

                     SATISFACTION AND DISCHARGE OF INDENTURE

    Section 12.01. Satisfaction and Discharge of Indenture.

         This Indenture will upon a Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when: (a) either (i) all
Securities theretofore authenticated and delivered (other than (A) Securities
which have been destroyed, lost, or stolen and which have been replaced or paid
as provided in Section 2.07 and (B) Securities for the payment of which money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 6.03) have been delivered to the Trustee for cancellation or
(ii) all such Securities not theretofore delivered to the Trustee for
cancellation (A) have become due and payable, (B) will become due and payable at
their Stated Maturity within one year, or (C) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company, and the Company, in the case of clause (A), (B), or (C) above, has
deposited



                                      -50-


or caused to be deposited with the Trustee as trust funds in trust for such
purpose an amount sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; (b) the Company has paid or caused to be
paid all other sums payable hereunder by the Company; and (c) the Company has
delivered to the Trustee an Officer's Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been satisfied.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.06, the obligations of
the Company to any Authenticating Agent under Section 9.13, and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and
12.02, will survive.

    Section 12.02. Application of Trust Money.

         Subject to provisions of Section 6.03(e), all money deposited with the
Trustee pursuant to Section 12.01 will be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.

                                 Article XIII.

                            MISCELLANEOUS PROVISIONS

    Section 13.01. Successors and Assigns of Company Bound by Indenture.

         All the covenants, stipulations, promises, and agreements in this
Indenture contained by or on behalf of the Company will bind its successors and
assigns, whether so expressed or not.

    Section 13.02. Service of Required Notice to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver,
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with (a) the Trustee by any Holder or
by the Company will be sufficient for every purpose hereunder if made, given,
furnished, or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Administration or (b) the Company by the
Trustee or by any Holder will be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at 555 Theodore Fremd Avenue,
Rye, NY 10580, Attention: Corporate Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.



                                      -51-


    Section 13.03. Service of Required Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice will be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any, and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder will affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver will be
the equivalent of such notice. Waivers of notice by Holders will be filed with
the Trustee, but such filing will not be a condition precedent to the validity
of any action taken in reliance upon such waiver. In case by reason of the
suspension of regular mail service or by reason of any other cause it will be
impracticable to give such notice by mail, then such notification as may be made
with the approval of the Trustee will constitute a sufficient notification for
every purpose hereunder.

    Section 13.04. Indenture and Securities to be Construed in Accordance with
the Laws of the State of New York.

         This Indenture and the Securities will be deemed to be a contract made
under the laws of the State of New York, and for all purposes will be construed
in accordance with the laws of said State without giving effect to principles of
conflicts of laws of such State.

    Section 13.05. Compliance Certificates and Opinions.

         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officer's Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 314(a)(4) of the Trust Indenture Act) shall include: (1) a statement
that the person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
person, he or she has made such examination or investigation as is necessary to




                                      -52-


enable him or her to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with.

    Section 13.06. Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Where any
Person is required to make, give, or execute two or more applications, requests,
consents, certificates, statements, opinions, or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.

    Section 13.07. Payments Due on Non-Business Days.

         In any case where any Interest Payment Date, Redemption Date, or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series which specifically
states that such provision will apply in lieu of this Section 13.07)) payment of
interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no
interest will accrue for the period from and after such Interest Payment Date,
Redemption Date, or Stated Maturity, as the case may be.

    Section 13.08. Provisions Required by Trust Indenture Act to Control.

         If any provision of this Indenture limits, qualifies, or conflicts with
the duties imposed on any Person by Sections 310 to and including 317 of the
Trust Indenture Act (including provisions automatically deemed included in this
Indenture pursuant to the Trust Indenture Act unless this Indenture provides
that such provisions are excluded), which are deemed to be a part of and govern
this Indenture, whether or not contained herein, then such imposed duties will
control.

    Section 13.09. Invalidity of Particular Provisions.

         Any term or provision of this Indenture or in the Securities which is
for any reason held to be invalid, illegal, or unenforceable in any jurisdiction
in any respect shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and conditions of this Indenture or such Securities or
affecting the validity or unenforceability of any of the terms or provisions of
this Indenture or such Securities in any other jurisdiction. If any provision of
this Indenture or in the Securities is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable,



                                      -53-


including, without limitation, that nothing in this Indenture or in the
Securities shall require the Company to pay interest at a rate in excess of the
maximum rate permitted by applicable law and the interest rate otherwise
applicable to such Securities (including any default rate of interest) shall be
reduced, if necessary, to conform to such maximum rate

    Section 13.10. Indenture May be Executed In Counterparts.

         This instrument may be executed in any number of counterparts, each of
which will be an original, but such counterparts will together constitute but
one and the same instrument.

    Section 13.11. Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver, or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action will become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent will be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 13.11.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit will also constitute sufficient proof of
his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         (c) The ownership of Securities will be proved by the Security
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver, or other Act of the Holder of any Security will bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange thereof or in lieu thereof in
respect of anything done, omitted, or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         (e) The Company may, in the circumstances permitted by the Trust
Indenture Act, set any day as the record date for the purpose of determining the
Holders



                                      -54-


of Outstanding Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver, or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities of such series. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, will be
entitled to give or take the relevant action, whether or not such Holders remain
Holders after such record date. With regard to any action that may be given or
taken hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a record
date is set pursuant to this paragraph, the Company may, at its option, set an
expiration date after which no such action purported to be given or taken by any
Holder will be effective hereunder unless given or taken on or prior to such
expiration date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents).
On or prior to any expiration date set pursuant to this paragraph, the Company
may, on one or more occasions at its option, extend such date to any later date.
Nothing in this paragraph will prevent any Holder (or any duly appointed agent
thereof) from giving or taking, after any such expiration date, any action
identical to, or, at any time, contrary to or different from, the action or
purported action to which such expiration date relates, in which event the
Company may set a record date in respect thereof pursuant to this paragraph.
Nothing in this Section 13.11(e) will be construed to render ineffective any
action taken at any time by the Holders (or their duly appointed agents) of the
requisite principal amount of Outstanding Securities of the relevant series on
the date such action is so taken. Notwithstanding the foregoing or the Trust
Indenture Act, the Company will not set a record date for, and the provisions of
this Section 13.1l(e) will not apply with respect to, any notice, declaration,
or direction referred to in the next paragraph.

         (f) Upon receipt by the Trustee from any Holder of Securities of a
particular series of (a) any notice of default or breach referred to in Section
8.01(a)(iv) or 8.01(a)(v) with respect to Securities of such series, if such
default or breach has occurred and is continuing and the Trustee shall not have
given such notice to the Company, (b) any declaration of acceleration referred
to in Section 8.01(b), if an Event of Default with respect to Securities of such
series has occurred and is continuing and the Trustee shall not have given such
a declaration to the Company, or (c) any direction referred to in Section 8.06
with respect to Securities of such series, if the Trustee shall not have taken
the action specified in such direction, then a record date will automatically
and without any action by the Company or the Trustee be set for determining the
Holders of Outstanding Securities of such series entitled to join in such
notice, declaration, or direction, which record date will be the close of
business on the tenth calendar day following the day on which the Trustee
receives such notice, declaration, or direction. Promptly after such receipt by
the Trustee, and in any case not later than the fifth calendar day thereafter,
the Trustee will notify the Company and the Holders of Outstanding Securities of
such series of any such record date so fixed. The Holders of Outstanding
Securities of such series on such record date (or their duly appointed agents),
and only such Persons, will be entitled to join in such notice, declaration, or
direction, whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration, or direction shall have become
effective by virtue of Holders of



                                      -55-


the requisite principal amount of Outstanding Securities of such series on such
record date (or their duly appointed agents) having joined therein on or prior
to the 90th calendar day after such record date, such notice, declaration, or
direction will automatically and without any action by any Person be cancelled
and of no further effect. Nothing in this Section 13.11(f) will be construed to
prevent a Holder (or a duly appointed agent thereof) from giving, before or
after the expiration of such 90-day period, a notice, declaration, or direction
contrary to or different from, or, after the expiration of such period,
identical to, the notice, declaration, or direction to which such record date
relates, in which event a new record date in respect thereof will be set
pursuant to this Section 13.11(f). Nothing in this Section 13.11(f) will be
construed to render ineffective any notice, declaration, or direction of the
type referred to in this Section 13.11(f) given at any time to the Trustee and
the Company by Holders (or their duly appointed agents) of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such notice, declaration, or direction is so given.

         (g) Without limiting the foregoing, a Holder entitled hereunder to give
or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

    Section 13.12. Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and will not affect the construction hereof.

    Section 13.13. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
will give to any Person, other than the parties hereto and their successors
hereunder and the Holders any benefit or any legal or equitable right, remedy,
or claim under this Indenture.

                                      -56-



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



                                            Jarden Corporation



                                            By:    /s/ Desiree DeStefano
                                               -----------------------------
                                            Name:  Desiree DeStefano
                                                 ---------------------------
                                            Title: Vice President
                                                  --------------------------


                                            The Bank of New York, as Trustee



                                            By:    /s/ Julie Salovitch-Miller
                                               -----------------------------
                                            Name:  Julie Salovitch-Miller
                                                 ---------------------------
                                            Title: Vice President
                                                  --------------------------


                                      -57-

EX-5.1

                               KANE KESSLER, P.C.
                           1350 Avenue of the Americas
                               New York, NY 10019
                                 (212) 541-6222
                               Fax: (212) 245-3009




                                January 29, 2003


Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580

          RE: REGISTRATION STATEMENT ON FORM S-3 OF JARDEN CORPORATION

Ladies and Gentlemen:

         We have acted as special counsel to Jarden Corporation, a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (as defined below) in
connection with the preparation of the Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed on behalf of the Company and the Subsidiary Guarantors
with the Securities and Exchange Commission (the "Commission"). You have
provided us with a draft prospectus (the "Prospectus") which is a part of the
Registration Statement. The Prospectus provides that it will be supplemented in
the future by one or more supplements to the Prospectus (each, a "Prospectus
Supplement"). The Registration Statement relates to the Company's offering of up
to an aggregate of $150,000,000 of (i) one or more series of debt securities
(the "Debt Securities"), which may be guaranteed (the "Guarantees") by the
Company's subsidiaries set forth on Exhibit A hereto (the "Subsidiary
Guarantors"), (ii) shares of common stock of the Company, par value $0.01 per
share (the "Common Stock"), (iii) shares of preferred stock of the Company, par
value $0.01 per share (the "Preferred Stock"), (iv) warrants to purchase debt
securities, Common Stock, or Preferred Stock (the "Warrants"), or any
combination of the foregoing (collectively, the "Securities"). Any series of
Debt Securities and Warrants may be convertible and/or exchangeable for Common
Stock, Preferred Stock, or another series of Debt Securities. Any series of
Preferred Stock may be convertible and/or exchangeable for Common Stock or
another series of Preferred Stock. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Prospectus.

         The Debt Securities will be issued pursuant to an indenture between the
Company and a Trustee (the "Trustee"), and one or more supplements thereto (the
"Indenture"). The Warrants will be issued pursuant to one or more warrant
agreements (each, a "Warrant Agreement"), by and between the Company and a
warrant agent (each, a "Warrant Agent").




         We have examined copies of the Registration Statement, in the form
filed with the Commission through the date hereof, the Restated Certificate of
Incorporation of the Company, as amended, the By-laws of the Company, records of
certain of the Company's and Subsidiary Guarantors' corporate proceedings as
reflected in their respective minute books, and other records and documents that
we have deemed necessary for purposes of this opinion. We have also examined
such other documents, papers, authorities and statutes as we have deemed
necessary to form the basis of the opinions hereinafter set forth.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and representations of officers and other
representatives of the Company and the Subsidiary Guarantors, public officials,
and others, and such other documents and information as we have deemed necessary
or appropriate to enable us to render the opinions expressed below. We have not
undertaken any independent investigation to determine the accuracy of any such
facts.

         Based upon and subject to the foregoing and the statements contained
herein, we are of the opinion that:

         1. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and upon
adoption by the Board of Directors of the Company of a resolution in form and
content as required by applicable law, and assuming that (i) the terms of the
shares of Common Stock are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) at the time of
issuance of such shares of Common Stock, the number of shares of Common Stock
which the Company is authorized to issue in its Restated Certificate of
Incorporation, as amended, will exceed the sum of (A) the number of shares of
Common Stock outstanding, (B) the number of shares of Common Stock held as
treasury shares, and (C) the number of shares of Common Stock which the Company
is obligated to issue (or has otherwise reserved for issuance for any purposes),
by at least the number of such shares of Common Stock, (iii) adequate
consideration for such shares of Common Stock has been paid to, and received by
the Company in the manner contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and by such resolution, and
(iv) such shares of Common Stock, and the issuance thereof, comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, such shares of Common Stock (including any Common Stock duly issued
upon the exchange or conversion of Debt Securities, Warrants, and Preferred
Stock that are exchangeable or convertible into Common Stock) will be validly
issued, fully paid and nonassessable.

         2. When the Registration Statement and any required post-effective
amendments thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective



                                       2


under the Securities Act, and when the powers, designations, preferences, and
other rights and limitations of a series of Preferred Stock has been duly
established in accordance with the terms of the Restated Certificate of
Incorporation of the Company, as amended, and applicable law, and upon adoption
by the Board of Directors of the Company of a resolution in form and content as
required by applicable law, and assuming that (i) the terms of such shares are
as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) at the time of issuance of such shares of
Preferred Stock, the number of shares of Preferred Stock which the Company is
authorized to issue in its Restated Certificate of Incorporation, as amended,
will exceed the sum of (A) the number of shares of Preferred Stock outstanding,
(B) the number of shares of Preferred Stock held as treasury shares, and (C) the
number of shares of Preferred Stock which the Company is obligated to issue (or
has otherwise reserved for issuance for any purposes), by at least the number of
such shares of Preferred Stock, (iii) adequate consideration for the shares of
Preferred Stock has been paid to, and received by the Company in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolution, and (iv) such shares, and the
issuance thereof, comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, such shares of Preferred
Stock (including any Preferred Stock duly issued upon the exchange or conversion
of Debt Securities, Warrants, and other series of Preferred Stock that are
exchangeable or convertible into Preferred Stock) will be validly issued, fully
paid and nonassessable.

         3. When (a) the Warrant Agreement has been duly authorized, executed,
and delivered by the Company, (b) the specific terms of a particular issuance of
Warrants have been duly established by a Warrant Agreement in accordance with
applicable law (including, without limitation, the adoption by the Board of
Directors of the Company of a resolution duly authorizing the issuance and
delivery of the Warrants), duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (c) the Registration Statement and any required
post-effective amendments thereto and any Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and assuming
(i) that the terms of the Warrants as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (ii) that the Warrants as executed and delivered do not violate
any law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (iii) that the Warrants as
executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, the Warrants will
constitute valid and binding obligations of the Company.

         4. When (a) the Indenture has been duly authorized, executed, and
delivered by the Company, (b) the Debt Securities have been duly established in
accordance with the terms of the Indenture (including, without limitation, the
adoption by the Board of Directors of the Company of a resolution duly
authorizing the issuance and delivery of the Debt Securities), duly
authenticated



                                       3


by the Trustee and duly executed and delivered on behalf of the Company against
payment therefor in accordance with the terms and provisions of the Indenture
and as contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), and (c) the Registration Statement and any
required post-effective amendments thereto and any Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and assuming (i) that the terms of the Debt Securities as executed and delivered
are as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) that the Debt Securities as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the Company,
and (iii) that the Debt Securities as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, the Debt Securities will constitute valid and legally binding
obligations of the Company.

         5. When (a) the Indenture has been duly authorized, executed, and
delivered by the Company and the applicable Subsidiary Guarantor, (b) the
Guarantees have been duly authorized, executed and delivered on behalf of such
Subsidiary Guarantor and the related Debt Securities have been duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), and (c) the Registration Statement and
any required post-effective amendments thereto have all become effective under
the Securities Act, and assuming (i) that the terms of the Guarantees as
executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), (ii) that the Guarantees as
executed and delivered do not violate any law applicable to the applicable
Subsidiary Guarantor or result in a default under or breach of any agreement or
instrument binding upon such Subsidiary Guarantor, (iii) that the Guarantees as
executed and delivered comply with all requirements and restrictions, if any,
applicable to such Subsidiary Guarantor, whether imposed by any court or
governmental or regulatory body having jurisdiction over such Subsidiary
Guarantor, and (iv) that the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Guarantees will constitute valid and legally binding obligations of the
applicable Subsidiary Guarantor.

         The opinions set forth herein are subject to the following additional
qualifications, assumptions and exceptions:

         1.   the effect of bankruptcy, insolvency, reorganization, fraudulent
              conveyance, moratorium or other similar laws now or hereafter in
              effect relating to or affecting the rights and remedies of
              creditors generally; and

         2.   the effect of general principles of equity, whether enforcement is
              considered in a proceeding in equity or law, and the discretion of
              the court before which any proceeding therefor may be brought;

                                       4




         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus and the Prospectus Supplements which form a part
thereof. In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

         We assume for purposes of this opinion that (i) each of the parties to
the Warrant Agreement, other than the Company, and the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (ii) the Trustee and Warrant Agent are duly
qualified to engage in the activities contemplated by the Indenture and Warrant
Agreement, respectively; (iii) the Indenture has been duly authorized, executed
and delivered by the Trustee and constitutes a legally valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms; (iv) the Warrant Agreement has been duly authorized, executed and
delivered by each of the parties to the Warrant Agreement (other than the
Company) and constitutes a legally valid and binding obligation of such parties,
enforceable against such parties in accordance with its terms;(v) the Trustee
and the parties to the Warrant Agreement (other than the Company) each has the
requisite organizational and legal power and authority to perform its
obligations under the Indenture and Warrant Agreement, respectively; and (vi)
the Trustee is qualified under the Trust Indenture Act of 1939, as amended, and
a Form T-1 will be properly filed as an exhibit to the Registration Statement.

         We are qualified to practice law in the State of New York and do not
purport to be experts on any law, other than the laws of the State of New York,
the General Corporation Law of the State of Delaware. In rendering the opinions
expressed herein, we have relied on matters relating to Indiana law on the
opinion of Ice Miller, with respect to Alltrista Newco Corporation, an Indiana
corporation, Alltrista Plastics Corporation, an Indiana corporation, Alltrista
Zinc Products, L.P., an Indiana limited partnership, and Hearthmark, Inc., an
Indiana corporation.

         This opinion letter is limited to the specific legal matters expressly
set forth herein, speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations.

                                                  Very truly yours,

                                                  KANE KESSLER, P.C.

                                                  /s/ Jeffrey S. Tullman



                                       5




                                                                       EXHIBIT A

1.       Alltrista Newco Corporation
2.       Alltrista Plastics Corporation
3.       Alltrista Zinc Products, L.P.
4.       Hearthmark, Inc.
5.       Quoin Corporation
6.       Tilia, Inc.
7.       Tilia Direct, Inc.
8.       Tilia International, Inc.



                                       6

EX-5.2

                             [ICE MILLER LETTERHEAD]
                         ONE AMERICAN SQUARE, BOX 82001
                           INDIANAPOLIS, IN 46282-0002





                                January 29, 2003



Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York  10580

Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York  10019



         Re: Registration Statement on Form S-3 of Jarden Corporation

Ladies and Gentlemen:

         We have acted as special Indiana counsel to Jarden Corporation, a
Delaware corporation formerly known as Alltrista Corporation (the "Company"),
and each of Alltrista Newco Corporation, an Indiana corporation, Alltrista
Plastics Corporation, an Indiana corporation, Alltrista Zinc Products, L.P., an
Indiana limited partnership, and Hearthmark, Inc., an Indiana corporation
(collectively, the "Indiana Guarantors" and individually an "Indiana
Guarantor"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, filed on
behalf of the Company and the Guarantors (as defined below) with the Securities
and Exchange Commission relating to the Company's offering of up to an aggregate
of $150 million of one or more series of debt securities (the "Debt
Securities"), which will be issued pursuant to an indenture (the "Indenture")
among the Company, the Guarantors (as defined in the Indenture), including the
Indiana Guarantors, and a trustee, and will be guaranteed by the Indiana
Guarantors and the other Guarantors. Capitalized terms not otherwise defined
herein shall have the respective meaning assigned to such terms in the
prospectus contained in the Registration Statement. The guarantees by the
Indiana Guarantors under the Indenture with respect to the Debt Securities are
collectively referred to herein as the "Guarantees."

         Except as described in this letter, we are not generally familiar with
the Indiana Guarantors' businesses, records, transactions, or activities. Our
knowledge of their businesses,




Jarden Corporation
Kane Kessler, P.C.
January 29, 2003
Page 2



records, transactions, and activities is limited to the information that is set
forth below and on Exhibit A and that otherwise has been brought to our
attention by certificates executed and delivered to us by officers of the
Indiana Guarantors in connection with this opinion letter. We have examined
copies, certified or otherwise identified to our satisfaction, of the documents
listed in the attached Exhibit A, which is made a part hereof. For the purposes
of this opinion, the documents listed in Exhibit A are hereinafter referred to
collectively as the "Authorization Documents."

         In rendering our opinion, we also have examined such certificates of
public officials, organizational documents and records and other certificates
and instruments as we have deemed necessary for the purposes of the opinion
herein expressed and, with your permission, have relied upon and assumed the
accuracy of such certificates, documents, records and instruments. We have made
such examination of the laws of the State of Indiana as we deemed relevant for
purposes of this opinion, but we have not made a review of, and express no
opinion concerning, the laws of any jurisdiction other than the State of
Indiana.

         We have relied upon and assumed the truth and accuracy of the
representations, certifications and warranties made in the Authorization
Documents, and have not made any independent investigation or verification of
any factual matters stated or represented therein. Except to the extent
expressly set forth herein, we have not undertaken any independent investigation
to determine the existence or absence of such facts or circumstances or the
assumed facts set forth herein, we accept no responsibility to make any such
investigation, and no inference as to our knowledge of the existence or absence
of such facts or circumstances or of our having made any independent review
thereof should be drawn from our representation of the Indiana Guarantors. Our
representation of the Indiana Guarantors is limited to the transactions
contemplated by the Registration Statement and other matters specifically
referred to us by the Indiana Guarantors.

         In rendering this opinion letter to you, we have assumed with your
permission:

         (a) The genuineness of all signatures, the authenticity of all
         documents submitted to us as originals, the conformity to original
         documents of all documents submitted to us as certified, conformed or
         photostatic copies, and the authenticity of the originals of such
         copies.

         (b) The respective factual representations, statements and warranties
         of the Indiana Guarantors in the Guarantees and the Authorization
         Documents, and in the other documents that we have reviewed, and upon
         which we have relied, are accurate, complete and truthful.





Jarden Corporation
Kane Kessler, P.C.
January 29, 2003
Page 3


         (c) All official public records (including their proper indexing and
         filing) furnished to or obtained by us, electronically or otherwise,
         are accurate, complete and authentic.

         Based on the foregoing and upon such investigation as we have deemed
necessary, and subject to the assumptions, qualifications, exceptions and
limitations set forth herein, we are of the opinion that:

         1. Each of Hearthmark, Inc., Alltrista Plastics Corporation, and
Alltrista Newco Corporation is a corporation incorporated and validly existing
under the law of the State of Indiana, for which the most recent required
biennial report has been filed with the Indiana Secretary of State and no
Articles of Dissolution appear as filed in the Indiana Secretary of State's
records. Alltrista Zinc Products, L.P. is a limited partnership validly existing
under the law of the State of Indiana for which no certificate of cancellation
appears as filed in the Secretary of State's records.

         2. Each Indiana Guarantor, other than Alltrista Zinc Products, L.P.,
has all requisite corporate power and corporate authority under Indiana law to
own and operate its properties and carry on its business as now conducted and to
perform its obligations under the Guarantees. Alltrista Zinc Products, L.P. has
all requisite limited partnership power and limited partnership authority under
Indiana law to own and operate its properties and carry on its business as now
conducted and to perform its obligations under its Guarantee.

         The opinions expressed herein are matters of professional judgment, are
not a guarantee of result and are effective only as of the date hereof. We do
not undertake to advise you of any matter within the scope of this letter than
comes to our attention after the date of this letter and disclaim any
responsibility to advise you of any future changes in law or fact that may
affect the opinions set forth herein.

         We are informed that you are relying on this opinion letter in
connection with Kane Kessler, P.C.'s opinion letter to the Company and the
Company's offering pursuant to the Registration Statement. The foregoing opinion
shall not be relied upon for any other purpose.

                                Very truly yours,

                                /s/ Ice Miller






                                    EXHIBIT A

                           LIST OF DOCUMENTS REVIEWED



1.       Certificate of Existence for each of the Indiana Guarantors issued by
         the Indiana Secretary of State, each dated January 28, 2003.

2.       Articles of Incorporation of each Indiana Guarantor other than
         Alltrista Zinc Products, L.P., as certified by the Indiana Secretary of
         State on April 15, 2002, to be a true and complete copy of the Articles
         of Incorporation of such Indiana Guarantor, as amended, and as further
         certified by an authorized officer of such Indiana Guarantor as of
         January 29, 2003, to be a true, current and complete copy thereof.

3.       Bylaws of each Indiana Guarantor other than Alltrista Zinc Products,
         L.P., as certified by an authorized officer of such Indiana Guarantor
         as of January 29, 2003, to be a true and complete copy of the Bylaws of
         such Indiana Guarantor.

4.       Certificate of Limited Partnership of Alltrista Zinc Products, L.P., as
         certified by the Indiana Secretary of State on April 15, 2002, to be a
         true and complete copy of the Certificate of Limited Partnership of
         Alltrista Zinc Products, L.P., as amended, and as further certified by
         an authorized officer of Alltrista Zinc Products, L.P. as of January
         29, 2003, to be a true and complete copy thereof.

5.       Partnership Agreement of Alltrista Zinc Products, L.P., as certified by
         an authorized officer of Alltrista Zinc Products, L.P. as of January
         29, 2003, to be a true and complete copy of the Partnership Agreement
         of Alltrista Zinc Products, L.P.

6.       Officers' Certificates of the Indiana Guarantors dated January 29,
         2003, as to certain factual matters.

EX-23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3 No. 333-102387) and related
Prospectus of Jarden Corporation and subsidiaries (formerly Alltrista
Corporation and subsidiaries) for the registration of up to $150,000,000 of debt
securities, common stock, preferred stock and warrants and to the incorporation
by reference therein of our report dated January 23, 2002 (except for Note 19,
as to which the date is March 27, 2002 and Note 4, as to which the date is
October 14, 2002), with respect to the consolidated financial statements and
schedule of Alltrista Corporation and subsidiaries included in its Annual Report
(Form 10-K/A) for the year ended December 31, 2001, filed with the Securities
and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York
January 29, 2003

EX-25.1

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) [ ]

                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)


One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)

                           ---------------------------

                               JARDEN CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                                    35-1828377
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                           Alltrista Newco Corporation
               (Exact name of obligor as specified in its charter)

Indiana                                                     35-2000581
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)







                         Alltrista Plastics Corporation
               (Exact name of obligor as specified in its charter)

Indiana                                                     35-2000584
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                          Alltrista Zinc Products, L.P.
               (Exact name of obligor as specified in its charter)

Indiana                                                     35-2000583
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                                Hearthmark, Inc.
               (Exact name of obligor as specified in its charter)

Indiana                                                     35-2000585
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                                Quoin Corporation
               (Exact name of obligor as specified in its charter)

Delaware                                                    88-0374612
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                                   Tilia, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                    36-4491807
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)



                                      -2-


                               Tilia Direct, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                    37-1424484
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                            Tilia International, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                    38-3645648
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


555 Theodore Fremd Avenue
Rye, New York                                               10580
(Address of principal executive offices)                    (Zip code)

                           ---------------------------

                                 Debt Securities
                       (Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

                                      -3-






1.       GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
              WHICH IT IS SUBJECT.



- --------------------------------------------------------------------------------------------------------
                    Name                                                       Address
- --------------------------------------------------------------------------------------------------------
                                                              
         Superintendent of Banks of the State of New York        2 Rector Street, New York, N.Y.
                                                                 10006,
                                                                 and Albany, N.Y. 12203

         Federal Reserve Bank of New York                        33 Liberty Plaza, New York, N.Y.
                                                                 10045

         Federal Deposit Insurance Corporation                   Washington, D.C.  20429

         New York Clearing House Association                     New York, New York   10005

         (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.


         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
         C.F.R. 229.10(D).

         1.   A copy of the Organization Certificate of The Bank of New York
              (formerly Irving Trust Company) as now in effect, which contains
              the authority to commence business and a grant of powers to
              exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
              Form T-1 filed with Registration Statement No. 33-6215, Exhibits
              1a and 1b to Form T-1 filed with Registration Statement No.
              33-21672 and Exhibit 1 to Form T-1 filed with Registration
              Statement No. 33-29637.)

         4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
              T-1 filed with Registration Statement No. 33-31019.)

         6.   The consent of the Trustee required by Section 321(b) of the Act.
              (Exhibit 6 to Form T-1 filed with Registration Statement No.
              33-44051.)

                                      -4-


         7.   A copy of the latest report of condition of the Trustee published
              pursuant to law or to the requirements of its supervising or
              examining authority.

                                      -5-





                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 27th day of January, 2003.


                                            THE BANK OF NEW YORK


                                             By: /s/ STACEY POINDEXTER
                                                 -------------------------------
                                                 Name:  STACEY POINDEXTER
                                                 Title: ASSISTANT TREASURER



                                      -6-


                                                     EXHIBIT 7

- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2002, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

                                                                  Dollar Amounts
                                                                    In Thousands
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .............  $3,735,469
   Interest-bearing balances ......................................   3,791,026
Securities:
   Held-to-maturity securities ....................................   1,140,688
   Available-for-sale securities ..................................  15,232,384
Federal funds sold in domestic offices ............................   1,286,657
Securities purchased under agreements to
   resell .........................................................   1,035,718
Loans and lease financing receivables:
   Loans and leases held for sale .................................     869,285
   Loans and leases, net of unearned
     income........................................................  34,695,130
   LESS: Allowance for loan and
     lease losses..................................................     645,382
   Loans and leases, net of unearned
     income and allowance .........................................  34,049,748
Trading Assets ....................................................   9,044,881
Premises and fixed assets (including capitalized
   leases) ........................................................     823,722
Other real estate owned ...........................................         778
Investments in unconsolidated subsidiaries and
   associated companies ...........................................     226,274
Customers' liability to this bank on acceptances
   outstanding ....................................................     249,803
Intangible assets
   Goodwill .......................................................   1,852,232
   Other intangible assets ........................................      54,714
Other assets ......................................................   4,961,572
                                                                    -----------




Total assets ...................................................... $78,354,951
                                                                    ===========
LIABILITIES
Deposits:
   In domestic offices ............................................ $32,962,289
   Noninterest-bearing ............................................  12,792,415
   Interest-bearing ...............................................  20,169,874
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs .......................................  24,148,516
   Noninterest-bearing ............................................     445,725
   Interest-bearing ...............................................  23,702,791
Federal funds purchased in domestic
  offices .........................................................     959,287
Securities sold under agreements to repurchase ....................     491,806
Trading liabilities ...............................................   2,916,377
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ......................................   1,691,634
Bank's liability on acceptances executed and
   outstanding ....................................................     251,701
Subordinated notes and debentures .................................   2,090,000
Other liabilities .................................................   5,815,688
                                                                    -----------
Total liabilities ................................................. $71,327,298
                                                                    ===========
Minority interest in consolidated
   subsidiaries ...................................................     500,019

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus ........................................................           0
Common stock ......................................................   1,135,284
Surplus ...........................................................   1,056,724
Retained earnings .................................................   4,218,003
Accumulated other comprehensive income ............................    (117,623)
Other equity capital components ...................................           0
- -------------------------------------------------------------------------------
Total equity capital ..............................................   6,527,634
                                                                    -----------
Total liabilities minority interest and equity capital ............ $78,354,951
                                                                    ===========



         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.


                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.


Thomas A. Renyi
Gerald L. Hassell            ]             Directors
Alan R. Griffith

- --------------------------------------------------------------------------------