Securities Pledge Agreement

SECURITIES PLEDGE AGREEMENT


THIS SECURITIES PLEDGE AGREEMENT (this "Pledge Agreement") is made and entered into as of this [24th] day April, 2002 by ALLTRISTA CORPORATION, a Delaware corporation (the "Borrower" and a "Grantor"), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A PLEDGE JOINDER AGREEMENT (each a "Pledgor" and, collectively with the Borrower, the "Pledgors") and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (as defined in the Credit Agreement referred to below) for each of the Lenders (as defined in the Credit Agreement referred to below and, collectively with the Administrative Agent, the "Secured Parties") now or hereafter party to the Credit Agreement (as defined below). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.


W I T N E S S E T H:


WHEREAS, the Secured Parties have agreed to provide to the Borrower a revolving credit facility with a letter of credit sublimit and a swing line sublimit and a term loan facility pursuant to the Credit Agreement dated as of April [24], 2002 among the Borrower, the Administrative Agent, National City Bank of Indiana, as Documentation Agent, Canadian Imperial Bank of Commerce, as Syndication Agent and the Lenders (as from time to time amended, revised, modified, supplemented, amended and restated or replaced, renewed, refunded or refinanced, the "Credit Agreement"); and


WHEREAS, each Pledgor is a Domestic Subsidiary of the Borrower and will materially benefit from the Loans and other credit facilities (including Letters of Credit) made or to be made available under the Credit Agreement, and in connection therewith and pursuant to the terms of the Credit Agreement each Domestic Subsidiary is a party (as signatory or by joinder) to a Guaranty pursuant to which it has guaranteed the full and prompt payment and performance of the Obligations and is required to execute and deliver this Pledge Agreement; and


WHEREAS, the Secured Parties are unwilling to make available or maintain the credit facilities under the Credit Agreement unless the Pledgors enter into this Pledge Agreement; and


WHEREAS, each of (i) the Borrower, as collateral security for the payment and performance of its Obligations, and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) hereunder or under any of the other Loan Documents to which it is now or hereafter becomes a party, and (ii) each Guarantor, as collateral security for the payment and performance of its Guarantor's Obligations (as defined in the Guaranty to which it is a party), and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) hereunder or under any of the other Loan Documents to which it is now or hereafter becomes a party (such obligations and liabilities of the Pledgors described in clauses (i) and (ii) being referred to as "Secured Obligations"), is willing to pledge and grant to the Administrative Agent for the benefit of the Secured Parties a security interest in (i) 65% of


the Voting Securities (or if any Pledgor shall own less than 65% of such Voting Securities, then 100% of the Voting Securities owned by such Pledgor) and 100% of the other Subsidiary Securities of each of its Direct Foreign Subsidiaries, and (ii) all of the Subsidiary Securities of all of its other Domestic Subsidiaries, in each case, whether now existing or hereafter created or acquired (collectively, the "Pledged Interests"), and certain related property, including without limitation the Pledged Interests more particularly described on Schedule I hereto (such Subsidiaries, together with all other Subsidiaries whose Subsidiary Securities may be required to be subject to this Pledge Agreement from time to time, are hereinafter referred to collectively as the "Pledged Subsidiaries"); and


WHEREAS, the Secured Parties are unwilling to enter into the Loan Documents unless each Pledgor enters into this Pledge Agreement;


NOW, THEREFORE, in order to induce the Secured Parties to enter into the Loan Documents and to make or maintain the credit facilities provided for therein available to or for the account of the Borrower, and in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:


1. PLEDGE OF PLEDGED INTERESTS; OTHER COLLATERAL.


(a) As collateral security for the payment and performance by
each Pledgor of its now or hereafter existing Secured Obligations, each
Pledgor hereby grants, pledges and collaterally assigns to the
Administrative Agent for the benefit of the Secured Parties a first
priority security interest in all of the following items of property in
which it now has or may at any time hereafter acquire an interest or
the power to transfer rights therein, and wheresoever located:


(i) the Pledged Interests; and


(ii) all money, securities, security entitlements and
other investment property, dividends, rights, general
intangibles and other property at any time and from time to
time (x) declared or distributed in respect of or in exchange
for or on conversion of any Pledged Interest, or (y) by its or
their terms exchangeable or exercisable for or convertible
into any Pledged Interest; and


(iii) all other property of whatever character or
description, including money, securities, security
entitlements and other investment property, and general
intangibles hereafter delivered to the Administrative Agent in
substitution for or as an addition to any of the foregoing;
and


(iv) all securities accounts to which may at any
time be credited any or all of the foregoing or any proceeds
thereof and all certificates and instruments representing or
evidencing any of the foregoing or any proceeds thereof; and


(iv) all proceeds of any of the foregoing.


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All such Pledged Interests, certificates, instruments, cash,
securities, interests, dividends, rights and other property referred to
in clauses (i) through (iv) of this Section 1 are herein collectively
referred to as the "Collateral."


(b) Subject to Section 10(a), each Pledgor agrees to deliver
all certificates, instruments or other documents representing any
Collateral to the Administrative Agent at such location as the
Administrative Agent shall from time to time designate by written
notice pursuant to Section 22 for its custody at all times until
termination of this Pledge Agreement, together with such instruments of
assignment and transfer as requested by the Administrative Agent.


(c) Each Pledgor agrees to execute and deliver, or cause to be
executed and delivered by other Persons, at Pledgor's expense, all
share certificates, documents, instruments, agreements, financing
statements (and amendments thereto and continuations thereof),
assignments, control agreements, or other writings as the
Administrative Agent may reasonably request from time to time to carry
out the terms of this Pledge Agreement or to protect or enforce the
Administrative Agent's Lien and security interest in the Collateral
hereunder granted to the Administrative Agent for the benefit of the
Secured Parties and further agrees to do and cause to be done upon the
Administrative Agent's reasonable request, at Pledgor's expense, all
things determined by the Administrative Agent to be reasonably
necessary to perfect and keep in full force and effect the Lien in the
Collateral hereunder granted to the Administrative Agent for the
benefit of the Secured Parties, including the prompt payment of all
out-of-pocket fees and expenses incurred in connection with any filings
made to perfect or continue the Lien and security interest in the
Collateral hereunder granted in favor of the Administrative Agent for
the benefit of the Secured Parties.


(d) All filing fees, advances, charges, costs and expenses,
including reasonable Attorney Costs, incurred or paid by the
Administrative Agent or any Lender in exercising any right, power or
remedy conferred by this Pledge Agreement, or in the enforcement
thereof, shall become a part of the Secured Obligations secured
hereunder and shall be paid to the Administrative Agent for the benefit
of the Secured Parties by the Pledgor in respect of which the same was
incurred immediately upon written demand therefor detailing such
amounts, and any amounts not so paid on demand (in addition to other
rights and remedies resulting from such nonpayment) shall bear interest
from the date of demand until paid in full at the Default Rate.


(e) Each Pledgor agrees to register and cause to be registered
the interest of the Administrative Agent, for the benefit of the
Secured Parties, in the Collateral on its own books and records and the
registration books of each of the Pledged Subsidiaries.


2. STATUS OF PLEDGED INTERESTS. Each Pledgor hereby represents, warrants and covenants to the Administrative Agent for the benefit of the Secured Parties, with respect to itself and the Collateral as to which it has or acquires any interest, that:


(a) All of the Pledged Interests are, as of the date of
execution of this Pledge Agreement or Pledge Joinder Agreement by each
Pledgor pledging such Pledged


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Interests (such date as applicable with respect to each Pledgor, its
"Applicable Date"), and shall at all times thereafter be validly
issued and outstanding, fully paid and non-assessable and constitute
(i) 65% of the issued and outstanding Voting Securities (or if any
Pledgor shall own less than 65% of such Voting Securities, then 100%
of the Voting Securities owned by such Pledgor) and 100% of the other
issued and outstanding Subsidiary Securities of each Direct Foreign
Subsidiary constituting a Pledged Subsidiary and (ii) all of the
issued and outstanding Subsidiary Securities of all other Domestic
Subsidiaries constituting Pledged Subsidiaries, and are accurately
described on Schedule I.


(b) The Pledgor is as at its Applicable Date and shall at all
times thereafter be the sole registered and record and beneficial owner
of the Pledged Interests, free and clear of all Liens (other than Liens
permitted by Section 7.01(c) or 7.01(h) of the Credit Agreement),
charges, equities, options, hypothecations, encumbrances and
restrictions on pledge or transfer, including transfer of voting rights
(other than the pledge hereunder and applicable restrictions pursuant
to federal and state and applicable foreign securities laws). Without
limiting the foregoing, the Pledged Interests are not and will not be
subject to any voting trust, shareholders agreement, right of first
refusal, voting proxy, power of attorney or other similar arrangement
(other than the rights hereunder in favor of the Administrative Agent).


(c) At no time shall any Pledged Interests (i) be held or
maintained in the form of a security entitlement or credited to any
securities account and (ii) which constitute a "security" (or as to
which the related Pledged Subsidiary has elected to have treated as a
"security") under Article 8 of the Uniform Commercial Code of the State
of New York or of any other jurisdiction whose laws may govern (the
"UCC") be maintained in the form of uncertificated securities. With
respect to Pledged Interests that are "securities" under the UCC, or as
to which the issuer has elected at any time to have such interests
treated as "securities" under the UCC, such Pledged Interests are, and
shall at all times be, represented by the share certificates listed on
Schedule I hereto, which share certificates, with stock powers duly
executed in blank by the Pledgor, have been delivered to the
Administrative Agent or are being delivered to the Administrative Agent
simultaneously herewith or, in the case of Additional Interests as
defined in Section 21, shall be delivered pursuant to Section 21. In
addition, with respect to all Pledged Interests, including Pledged
Interests that are not "securities" under the UCC and as to which the
applicable Pledged Subsidiary has not elected to have such interests
treated as "securities" under the UCC, the Pledgor has at its
Applicable Date delivered to the Administrative Agent (or has
previously delivered to the Administrative Agent or, in case of
Additional Interests shall deliver pursuant to Section 21) Uniform
Commercial Code financing statements on Form UCC-1 (or appropriate
amendments thereto) duly executed (if necessary) by or on behalf of the
Pledgor as "debtor" and naming the Administrative Agent for the benefit
of the Secured Parties as "secured party," in form, substance and
number sufficient in the reasonable opinion of the Administrative Agent
to be filed in all UCC filing offices and in all jurisdictions in which
filing is necessary or advisable to perfect in favor of the
Administrative Agent for the benefit of the Secured Parties the Lien on
such Pledged Interests, together with all required filing fees. Without
limiting the foregoing provisions of this Section 2(c), with respect to
any Pledged Interests issued


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by any Direct Foreign Subsidiary, Pledgor shall deliver or cause to
be delivered, (i) in addition to or in substitution for all or any of
the foregoing items, as the Administrative Agent may elect, such
other instruments, certificates, agreements, notices, filings, and
other documents, and take or cause to be taken such other action, as
the Administrative Agent may reasonably determine to be necessary
under the laws of the jurisdiction of formation of such Direct
Foreign Subsidiary, to grant, perfect and protect as a first priority
lien in such Collateral in favor of the Administrative Agent for the
benefit of the Lenders, and (ii) if the Administrative Agent shall
reasonably determine it to be necessary, an opinion of counsel
reasonably acceptable in form and substance to the Administrative
Agent issued by a law firm reasonably acceptable to the
Administrative Agent licensed to practice law in such foreign
jurisdiction, addressing with respect to such Pledged Interests the
matters described in Section 6.14 of the Credit Agreement.


(d) It has full corporate power, legal right and lawful
authority to execute this Pledge Agreement (and any Pledge Joinder
Agreement applicable to it) and to pledge, assign and transfer its
Pledged Interests in the manner and form hereof.


(e) The pledge, assignment and delivery of its Pledged
Interests (along with undated stock powers executed in blank, financing
statements and other agreements referred to in Section 2(c) hereof) to
the Administrative Agent for the benefit of the Secured Parties
pursuant to this Pledge Agreement (or any Pledge Joinder Agreement)
creates or continues, as applicable, a valid and perfected first
priority security interest in such Pledged Interests in favor of the
Administrative Agent for the benefit of the Secured Parties, securing
the payment of the Secured Obligations, assuming, in the case of the
Pledged Interests which constitute certificated "securities" under the
UCC, continuous and uninterrupted possession by or on behalf of the
Administrative Agent. The Pledgor will defend the Secured Parties'
right, title and security interest in and to the Collateral against the
claims and demands of all persons whomsoever.


(f) Except as otherwise expressly provided herein or in the
Credit Agreement, none of the Pledged Interests (nor any interest
therein or thereto) shall be sold, transferred or assigned without the
Administrative Agent's prior written consent, which may be withheld for
any reason.


(g) It shall at all times cause the Pledged Interests of such
Pledgor that constitute "securities" (or as to which the issuer elects
to have treated as "securities") under the UCC to be represented by the
certificates now and hereafter delivered to the Administrative Agent in
accordance with Sections 1, 2 and 21 hereof and that it shall cause
each of the Pledged Subsidiaries as to which it is the Pledgor not to
issue any Subsidiary Securities, or securities convertible into, or
exchangeable or exercisable for, Subsidiary Securities, at any time
during the term of this Pledge Agreement unless the Pledged Interests
of such Pledge Subsidiary are issued solely to either (y) such Pledgor
who shall immediately comply with Sections 2 and 21 hereof with respect
to such property or (z) the Borrower or a Guarantor who shall
immediately pledge such additional Subsidiary Securities to the
Administrative Agent for the benefit of the Secured Parties pursuant to
Section 21 or 23 hereof, as applicable, on substantially identical
terms as are contained herein and deliver or cause to be deliver ...