**Exhibit 10.1**

EXECUTION COPY

**AMENDMENT NO. 5TO CREDIT AGREEMENT**

**AND**

**AMENDMENT NO. 2 TO PLEDGEAND SECURITYAGREEMENT**

This AMENDMENT NO. 5 TO CREDITAGREEMENTAND AMENDMENT NO. 2 TO PLEDGEAND SECURITY AGREEMENT, dated as of August 23, 2006 (this“***Amendment***”), among JARDEN CORPORATION, a Delaware corporation (the “***Borrower***”) and Canadian Imperial Bank of Commerce (“***CIBC***”), as AdministrativeAgent (as defined below), on behalf of each Lender executing a Lender Consent (as defined below), amends certain provisions of (i) the CREDIT AGREEMENT, dated as of January 24, 2005 (as amended, supplemented,restated or otherwise modified from time to time, the “***Credit Agreement***”), among the Borrower, the Lenders and the L/C Issuers (each as defined therein) party thereto from time to time, CIBC, as administrative agent for theLenders and the L/C Issuers (in such capacity, and as agent for the Secured Parties under the Collateral Documents, together with its successors in such capacity, the “***Administrative Agent***”), CITICORP USA,INC., as syndication agent for the Lenders and the L/C Issuers, and BANKOF AMERICA, N.A., NATIONAL CITY BANKOFINDIANA and SUNTRUST BANK, as co-documentation agents for the Lenders and L/C Issuers and (ii) the PLEDGEAND SECURITYAGREEMENT, dated as of January 24, 2005 (as amended, supplemented, restated or otherwise modified from time to time, the “***Pledge and Security Agreement***”), among the Borrower, as a Grantor, each otherGrantor from time to time party thereto, and the Administrative Agent. Unless otherwise specified herein, all capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Credit Agreement or the Pledge and SecurityAgreement, as the context requires. 

WITNESSETH: 

WHEREAS, the Borrower and its Subsidiaries desire to enter into certain receivables securitization transactions, including but not limited to (i) transactions pursuant to that certain Receivables Contribution andSale Agreement, dated on or about August 24, 2006, among The Coleman Company, Inc. and Sunbeam Products, Inc., as originators, and Jarden Receivables, LLC, as Buyer and (ii) transactions pursuant to that certain Loan Agreement, dated on orabout August 24, 2006, among Jarden Receivables, LLC, as borrower, the Borrower, as initial servicer, Three Pillars Funding LLC, as lender, and SunTrust Capital Markets, Inc., as administrator, for the purpose of effecting a securitization ofcertain of the Borrower’s and its Subsidiaries’ accounts receivable (the “***Securitization Transactions***”); and 

WHEREAS, the Borrower desires to consummate certain additional transactions as set forth on Annex 1 hereto (collectively, the “***PM Acquisition***”); and 

WHEREAS, the Borrower desires to (i) extend and increase its ability to incur Permitted Restructuring Charges pursuant to the Credit Agreement,(ii) increase its ability to retain Net Proceeds from certain Equity Issuances pursuant to the Credit Agreement and (iii) increase the amount of Indebtedness permitted to be incurred under Factoring Agreements; and 

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement to permit the Securitization Transactions,waive the requirement of 30 days prior written notice of the PM Acquisition, consent to the PM Acquisition, release their liens on certain of the Collateral to be sold pursuant to the Securitization Transactions, and further amend the CreditAgreement and the Pledge and Security Agreement as set forth herein; and 

WHEREAS, pursuant to *Section 10.01(a) (Amendments,Etc.)* of the Credit Agreement, the consent of the Required Lenders is required to effect the consents, waivers and amendments set forth herein; and 

 

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WHEREAS, each Lender party to a Lender Consent (collectively constituting the Required Lenders) (the“***Consenting Lenders***”) and the Administrative Agent agree, subject to the limitations and conditions set forth herein, to waive the requirement of 30 days prior written notice of the PM Acquisition, to consent to the PMAcquisition, to release their liens on certain of the Collateral to be sold pursuant to the Securitization Transactions and to further amend or otherwise modify the Credit Agreement to permit the Securitization Transactions as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows: 

Section 1. Consents and Waivers

(a) *Waiver*. Effective as of the Effective Date (as defined below) and subject to the satisfaction of the conditions set forth in *Section 4 (Conditions to Effectiveness)* hereof, the ConsentingLenders and the Administrative Agent hereby waive the requirement that the Agents shall have received at least 30 days’ prior written notice of the PM Acquisition. 

(b) *Consent to PM Acquisition*. Effective as of the Effective Date and subject to the satisfaction of the conditions set forth in *Section 4 (Conditions to Effectiveness)* hereof, the ConsentingLenders and the Administrative Agent hereby consent to the PM Acquisition; provided, that at the time of the PM Acquisition and after giving effect thereto: 

(i) no Default or Event of Default shall have occurred and be continuing and all representations and warranties contained in *Article V(Representations and Warranties)* and in the other Loan Documents shall be true and correct in all material respects; 

(ii) the Borrower shall have furnished to the Agents (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Borrower and most recent interim fiscal quarter, if applicable givingeffect to the PM Acquisition and (B) a Compliance Certificate prepared on a historical pro forma basis as of the date of the most recent date for which financial statements have been furnished pursuant to *Section 6.01(a) or(b) (Financial Statements)* giving effect to the PM Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto; 

(iii) promptly following the consummation of the PM Acquisition, PM and each of its Subsidiaries shall be a direct or indirect,wholly-owned Subsidiary of the Borrower; 

(iv) promptly following the consummation of the PM Acquisition, the Borrower shallhave provided to the Administrative Agent a copy of each PM Acquisition Document certified as being complete and correct by a Responsible Officer of the Borrower; and 

(v) the Borrower shall have complied with the provisions of *Section 6.14 (New Subsidiaries and Pledgors)*and*Section 6.15 (Collateral Access Agreements and Bailee’s Letters)*, including with respect to any new assets acquired, no later than 40 days after the closing of the PM Acquisition. 

 

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Section 2. Certain Amendments to the Credit Agreement. As of the Effective Date: 

(a) *Section 1.01 (Defined Terms)* of the Credit Agreement is hereby amended by inserting the following definitions in such*Section 1.01* in the appropriate place to preserve the alphabetical order of the definitions in such *Section 1.01*(and the following definitions shall replace in their entirety existing definitions for the corresponding termsin such *Section 1.01*): 

“***Aggregate Outstanding Securitization Amount***” means, on any dateof determination, the sum of all Outstanding Securitization Amounts with respect to all Permitted Receivables Financings. 

“***Closing Related Documents***” means, collectively, (i) the Sponsor Equity Documents, (ii) the AHI Acquisition Documents, (iii) from and after the First Amendment Effective Date, each Local CreditFacility Guaranty, (iv) from and after the Second Amendment Effective Date, the THG Acquisition Documents, and (v) from and after the Fifth Amendment Effective Date, the PM Acquisition Documents. 

“***Collection Account***” shall have the meaning given to such term in the Securitization Facility Documents.

“***Fifth Amendment***” means that certain Amendment No. 5 to this Agreement, dated as ofAugust 23, 2006, among the Borrower and the Administrative Agent. 

“***Fifth Amendment EffectiveDate***” means the date on which the Fifth Amendment shall become effective in accordance with its terms. 

“***Guarantors***” means, collectively or individually as the context may indicate, each Domestic Subsidiary of the Borrower (after giving effect to the AHI Acquisition, the THG Acquisition, and the PM Acquisition) andeach other Person, in each case, that is or becomes a party to the Guaranty; *provided*, that no Securitization Entity shall be considered a Guarantor hereunder. 

“***Outstanding Securitization Amount***” means, with respect to any Permitted Receivables Financing on any date ofdetermination, the sum, without duplication, of (i) the aggregate unrecovered purchase price for Receivables and Related Assets sold by all Securitization Entities pursuant to such Permitted Receivables Financing and (ii) the aggregateprincipal amount of Indebtedness incurred by all Securitization Entities pursuant to such Permitted Receivables Financing (except for any Indebtedness payable to the Borrower or any Subsidiary of the Borrower, other than a Securitization Entity,under a deferred purchase price note or similar instrument). 

“***Permitted Receivables Financing***”means the Securitization Facility or any other transaction or series of transactions that may be entered into by the Borrower, any Subsidiary of the Borrower or a Securitization Entity pursuant to which the Borrower or such Subsidiary or suchSecuritization Entity may, pursuant to customary terms, sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (i) a Securitization Entity or the Borrower or any Subsidiary which subsequently transfers to aSecuritization Entity (in the case of a transfer by the Borrower or such Subsidiary) and (ii) any other Person (in the case of transfer by a Securitization Entity), any Receivables and Related Assets (whether now existing or arising or acquiredin the future) of the Borrower or any Subsidiary of the Borrower which arose in the ordinary course of business of the Borrower or such Subsidiary, and any assets related thereto, including books, records, and supporting obligations, contracts andother rights relating thereto, which are customarily transferred or in respect of which security interests are customarily granted in 

 

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connection with asset securitization transactions involving accounts receivable; *provided*,*however*, that the Aggregate Outstanding Securitization Amount shall not at any time exceed $250,000,000. 

“***Permitted Restructuring Charges***” means restructuring charges, determined in accordance with GAAP, to achieve cost savings and synergies, including such restructuring charges in conjunction with PermittedAcquisitions (including the AHI Acquisition, the THG Acquisition and the PM Acquisition) and the Jarden Corporate Restructurings (as defined in the Third Amendment). 

“***PM Acquisition***” has the meaning set forth on *Schedule VI* hereto. 

“***PM Acquisition Agreements***” has the meaning set forth on *Schedule VI* hereto. 

“***PM Acquisition Documents***” has the meaning set forth on *Schedule VI* hereto. 

“***Receivables and Related Assets***” means obligations arising from a sale of merchandise, goods or insurance, or therendering of services, together with (a) all interest in any goods, merchandise or insurance (including returned goods or merchandise) relating to any sale giving rise to such obligations; (b) all other Liens and property subject theretofrom time to time purporting to secure payment of such obligations, whether pursuant to the contract related to such obligations or otherwise, together with all financing statements describing any collateral securing such obligations; (c) allrights to payment of any interest, finance charges, freight charges and other obligations related thereto; (d) all supporting obligations, including but not limited to, all guaranties, insurance and other agreements or arrangements of whatevercharacter from time to time supporting or securing payment of such obligations whether pursuant to the contract related to such obligations or otherwise; (e) all contracts, chattel paper, instruments and other documents, books, records andother information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such obligations; (f) any other property and assets that in accordance withmarket requirements at the time thereof are sold, transferred or pledged pursuant to receivables conduit securitization transactions and (g) collections and proceeds with respect to the foregoing. 

“***Securitization Entity***” means any Subsidiary of the Borrower or any other corporation, trust or entity that isexclusively engaged in Permitted Receivables Financings and activities relating directly thereto, and conducts no other operating business. 

“***Securitization Facility***” means that certain Loan Agreement, dated on or about August 24, 2006, among Jarden Receivables, LLC, as borrower, the Borrower, as initial servicer, Three PillarsFunding LLC, as lender and SunTrust Capital Markets, Inc., as administrator (the “*Securitization Administrator*”), and any renewals or extensions thereof. 

“***Securitization Facility Documents***” means (i) that certain Receivables Contribution and Sale Agreement, datedon or about August 24, 2006, between the Originators (as defined therein) and Jarden Receivables, LLC, as buyer, (ii) the Securitization Facility, and (iii) the Securitization Intercreditor Agreement and each agreement, document andcertificate related thereto, and any renewals or extensions thereof. 

“***Securitization IntercreditorAgreement***” means that certain Intercreditor Agreement, dated on or about August 24, 2006 among the Administrative Agent, the Securitization Administrator and the other parties thereto. 

 

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(b) The defined term “*Consolidated Funded Indebtedness*” in *Section 1.01 (DefinedTerms)* of the Credit Agreement is hereby amended by deleting the proviso in such definition and inserting the following in lieu thereof: 

*provided*, that neither (i) Prior-Acquisition Earn-Outs and Permitted Acquisition Earn-Outs nor (ii) any Indebtedness permitted pursuant to *Section 7.03(n) (Indebtedness)* hereof shall beconsidered “*Consolidated Funded Indebtedness*” for purposes of the Credit Agreement and the other Loan Documents. 

(c)*Clause (b)(viii)* of the defined term “*Consolidated EBITDA*” in *Section 1.01 (Defined Terms)* of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

(viii) Permitted Restructuring Charges paid in cash in an aggregate amount not to exceed $70,000,000 and non-recurring, non-cash PermittedRestructuring Charges, in each case, to the extent incurred on or prior to June 30, 2008, 

(d) *Clause (iii)* of the definedterm “*Excess Cash Flow*” in *Section 1.01 (Defined Terms)* of the Credit Agreement is hereby amended by inserting “(A)” immediately after “(iii)”, deleting the word “and” immediately precedingsub-clause (K) thereof, amending and restating sub-clauses (H) and (K) thereof in their entirety to read as follows, and adding new sub-clause (L) as follows: 

(H) in the case of the 2005, 2006 and 2007 fiscal years of the Borrower, the amount of cash Permitted Restructuring Charges during suchperiod that are paid or accrued in an aggregate amount not to exceed $70,000,000 in the aggregate for such periods; 

(K)cash used during such period to consummate a Permitted Acquisition to the extent not financed with the proceeds of long-term Indebtedness, Indebtedness permitted pursuant to *Section 7.03(n) (Indebtedness)* hereof, Equity Issuances orother proceeds from a financing transaction that would not be included on Consolidated EBITDA; and 

(L) solely with respectto the 2006 fiscal year of the Borrower, any amounts paid on or prior to February 6, 2007 (or such later date as the Agents may agree, in any case not later than March 15, 2007) in respect of working capital adjustments related to the PMAcquisition. 

(e) The first paragraph of the defined term “*Permitted Acquisition*” in *Section 1.01 (DefinedTerms)* of the Credit Agreement is hereby amended by deleting the words “and (iii)” and inserting “, (iii) the PM Acquisition (*provided*, that in the case of the PM Acquisition, the Borrower shall have complied with eachof the conditions set forth in Section 1(b) of the Fifth Amendment) and (iv)” in lieu thereof. 

(f) *Clause (viii)* ofthe defined term “*Permitted Acquisition*” in *Section 1.01 (Defined Terms)* of the Credit Agreement is hereby amended by replacing the words “AHI Acquisition” with the words “AHI Acquisition, the THGAcquisition, the PM Acquisition”. 

(g) *Clause (ii)* of *Section 2.06(e) (Mandatory Prepayments)* of the CreditAgreement is hereby amended by replacing “$40,000,000” with “$100,000,000” in sub-clause*(A)* of the proviso found in such section. 

(h) *Clause (iii)* of *Section 2.06(e) (Mandatory Prepayments)* of the Credit Agreement is hereby amended by amending and restating sub-clause*(x)* thereof in its entirety to read asfollows: 

(x) each Disposition (other than Dispositions permitted under *clauses (a)* through *(g)* and*clause (i)* of *Section 7.05 (Dispositions)* and 

 

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(i) *Clause (iv)* of *Section 2.06(e) (Mandatory Prepayments)* of the CreditAgreement is hereby amended by replacing the words “and *(k)*” in the third line of such clause with the words “, *(k)* and *(n)*”.: 

(j) *Section 6.04 (Payment of Obligations)* of the Credit Agreement is hereby amended by replacing the words “all its obligations andliabilities,” in the first sentence thereof with the words “all its obligations and liabilities, other than obligations and liabilities of any Securitization Entity,”. 

(k) *Section 6.13 (Conduct of Business; Maintain Principal Line of Business)* of the Credit Agreement is hereby amended by replacing the word“Continue” at the beginning of such section with the words “Except with respect to a Securitization Entity, continue”. 

(l) *Section 6.14 (New Subsidiaries and Pledgors)* of the Credit Agreement is hereby amended by adding the following as *clause (c)* thereof: 

(c) Notwithstanding anything contained in *Section 6.14(a)* above, no Securitization Entity shall be required at any time(i) to be a Guarantor hereunder or (ii) to comply with any of the provisions of *Section 6.14(a)*; *provided*, that the Borrower or any Guarantor holding the Stock or Stock Equivalents of any Subsidiary that is aSecuritization Entity shall be required to deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Securitization Entity owned by such Person; and *provided, further*, that in the event any suchSubsidiary ceases at any time to be a Securitization Entity, not later than 30 days after such Subsidiary ceases to be a Securitization Entity (or such later date as may be agreed by the Agents), such Subsidiary shall comply with the provisions of*Section 6.14(a)*, unless such Securitization Entity is an Immaterial Subsidiary. 

(m) *Section 6.18(a) (Control Accounts;Approved Deposit Accounts)* of the Credit Agreement is hereby amended by replacing the words “Foreign Subsidiary or Immaterial Subsidiary” in the first sentence thereof with the words “Foreign Subsidiary, Immaterial Subsidiary orSecuritization Entity” and by deleting the period at the end of such section and inserting the following in lieu thereof: 

; *provided, further*, that notwithstanding the foregoing, the provisions of this *Section 6.18(a)* shall not apply to the Collection Account. 

(n) *Section 6.18(b) (Control Accounts; Approved Deposit Accounts)* of the Credit Agreement is hereby amended by replacing the words “Foreign Subsidiary or Immaterial Subsidiary” in the firstsentence thereof with the words “Foreign Subsidiary, Immaterial Subsidiary or Securitization Entity”. 

(o) *Section 7.01(Liens)* of the Credit Agreement is hereby amended by deleting the word “and” at the end of *clause (q)* thereof, replacing the “.” at the end of *clause (r)* thereof with “; and”, and adding anew *clause (s)* as follows: 

(s) Liens on (i) the assets of a Securitization Entity securing Indebtednessowing by any Securitization Entity pursuant to any Permitted Receivables Financing and (ii) any right, title and interest of any Originator (as such term is defined in the Securitization Facility Documents) in any Receivables and Related Assetstransferred or intended to be transferred by such Originator pursuant to the Securitization Facility Documents. 

 

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(p) *Section 7.02 (Investments)* of the Credit Agreement is hereby amended by deleting the word“and” at the end of *clause (n)* thereof, changing *clause (o)* thereof to *clause (p)* and adding the following new *clause (o)* immediately before such *clause (p)*: 

(o) Investments made or arising under or in connection with a Permitted Receivables Financing; *provided*, that the cash component ofsuch Investments shall not exceed an aggregate principal amount of $275,000 at any time outstanding; and 

(q) *Clause (m)* of*Section 7.03 (Indebtedness)* is hereby amended and restated in its entirety to read as follows: 

(m) Indebtednessarising under Factoring Arrangements in an aggregate outstanding principal amount not to exceed $40,000,000; 

(r) *Section 7.03(Indebtedness)* of the Credit Agreement is hereby further amended by changing *clause (n)* thereof to *clause (o)* and adding the following new *clause (n)* immediately before such *clause (o)*: 

(n) Indebtedness incurred by any Securitization Entity and arising under or in connection with a Permitted Receivables Financing; and

(s) *Section 7.05 (Dispositions)* of the Credit Agreement is hereby amended by changing *clause (i)* thereof to*clause (j)* and adding the following new *clause (i) *immediately before such *clause (j)*: 

(i)the sale, transfer, contribution, other disposition or discounting of Receivables and Related Assets in connection with a Permitted Receivables Financing; and 

(t) *Section 7.05(j) (Dispositions)* of the Credit Agreement is further amended by (i) replacing the words “*clauses (a)* through *(h)*” in the first sentence thereof with thewords “*clauses (a)* through *(i)*” and (ii) replacing the words “*clause (i)*” in the first sentence thereof with the words “*clause (j)*”. 

(u) *Section 7.06(a) (Lease Obligations; Sale/Leasebacks)* of the Credit Agreement is hereby amended by deleting the word “and” atthe end of *clause (i)* thereof, replacing the period at the end of *clause (ii)* thereof with “; and”, and adding the following new *clause (iii)*: 

(iii) Capital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets; *provided,* that anyIndebtedness incurred under any such lease or obligation must be permitted pursuant to *Section 7.03(d) (Indebtedness).*

(v)*Section 7.10 (Transactions with Affiliates)* of the Credit Agreement is hereby amended by replacing the words “and (c)” with the words “(c) pursuant to a Permitted Receivables Financing and (d)”. 

 

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(w) *Section 7.11 (Burdensome Agreements)* of the Credit Agreement is hereby amended bydeleting the words “and (iii)” and inserting the following in lieu thereof: 

, (iii) Contractual Obligationspursuant to any Permitted Receivables Financing, (including restrictions or conditions imposed on a Securitization Entity, other than on the pledge of the Stock of such Securitization Entity to secure the Secured Obligations pursuant to the LoanDocuments); *provided*, that in each case such Contractual Obligations are reasonably acceptable to the Agents (it being agreed that the Contractual Obligations specified in the Securitization Facility Documents are acceptable to the Agents)and (iv) 

(x) *Clause (i)* of *Section 8.01(e) (Cross-Default)* of the Credit Agreement is hereby amended and restatedin its entirety to read as follows: 

(i) The Borrower or any Subsidiary, other than a Securitization Entity, (A) failsto make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness or Contingent Obligation (other than Indebtedness hereunder and Indebtedness under Swap Contracts)having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observeor perform any other agreement or condition relating to any such Indebtedness or Contingent Obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under anycombined or syndicated credit arrangement) or more than the Threshold Amount, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, orto permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice ifrequired, (x) with respect to Indebtedness incurred other than in connection with a Permitted Receivables Financing, such Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) prior to itsstated maturity, or (y) in the case of any Permitted Receivables Financing, terminate, or permit the termination of, such Permitted Receivables Financing by any purchaser or lender thereunder prior to the scheduled termination date thereof), orsuch Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or 

(y) *Section 8.01(g)(Inability to Pay Debts; Attachment)* of the Credit Agreement is hereby amended by replacing the words “The Borrower or any Subsidiary” in the first sentence thereof with the words “The Borrower or any Subsidiary, other than aSecuritization Entity,”. 

(z) *Section 8.01(h) (Judgments)* of the Credit Agreement is hereby amended by replacing the words“There is entered against the Borrower or any Subsidiary” in the first sentence thereof with the words “There is entered against the Borrower or any Subsidiary, other than a Securitization Entity,”. 

(aa) *Schedule VI (PM Acquisition)* is hereby added to the Credit Agreement on the page immediately following *Schedule V (Coleman IRBLeases)*, in the form attached hereto as Annex 1. 

Section 3. Amendments to Pledge and Security Agreement. As of theEffective Date: 

(a) *Section 1.1(c) (Definitions)* of the Pledge and Security Agreement is hereby amended by inserting thefollowing definitions in such *Section 1.01* in the appropriate place to preserve the alphabetical order of the definitions in such *Section 1.01*(and the following definitions shall replace in their entirety existingdefinitions for the corresponding terms in such *Section 1.01*): 

 

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“***Purchased Property***” means (i) the Receivables and RelatedAssets of any Grantor now owned or hereafter existing that are sold, contributed, pledged or otherwise transferred or purported to be sold, contributed, pledged or otherwise transferred, in each instance, by such Grantor in connection with aPermitted Receivables Financing and (ii) each of the collection accounts of such Grantor into which proceeds of Receivables and Related Assets are deposited in connection with such Permitted Receivables Financing; *provided*,*however*, that the inclusion of each of such collection accounts as “Purchased Property” is not intended to include cash collections and other cash proceeds deposited in such collection accounts that are not cash collections andproceeds related to such Receivables and Related Assets. 

(b) The defined term “*Excluded Property*” in*Section 1.1(c) (Definitions)* of the Pledge and Security Agreement is hereby amended by deleting the words “and (vi)” and inserting “, (vi) all Purchased Property and (vii)” in lieu thereof. 

Section 4. Conditions to Effectiveness. This Amendment shall become effective as of the date (the “***Effective Date***”)on which each of the following conditions precedent shall have been satisfied: 

(a) *Certain Documents*. The Agents shall have receivedeach of the following, dated as of the Effective Date (unless otherwise agreed to by the Agents), in form and substance satisfactory to Agents: 

(i) this Amendment duly executed by the Borrower and the Administrative Agent; 

(ii) theConsent and Agreement in the form attached hereto as *Exhibit A*, executed by each of the Guarantors; 

(iii) theAcknowledgment and Consents, in the form attached hereto as *Exhibit B* (each, a “***Lender Consent***”), executed by the Consenting Lenders; 

(iv) a copy of the notice, duly executed and delivered by a Responsible Officer of the Borrower (or by an authorized attorney at KaneKessler, P.C., counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of *Section 5.4(c) (Matters Relating to Loan Documents)* of the Local Credit FacilityIntercreditor Agreement, pursuant to which the Borrower notifies each such Local Agent of the amendments contained herein, certified by a Responsible Officer of the Borrower as being a true, complete and correct copy of such notice and together withevidence reasonably satisfactory to the Agents that such notice shall have been delivered by the Borrower to such Local Agents at least three Business Days prior to the Effective Date; and 

(v) such additional documentation as the Consenting Lenders may reasonably require prior to the execution and delivery of this Amendmentto the Borrower by the Administrative Agent. 

(b) *Corporate and Other Proceedings*. All corporate and other proceedings, and alldocuments, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects to the Agents and the Required Lenders prior to the execution and delivery of this Amendment tothe Borrower by the Administrative Agent. 

 

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(c) *Representations and Warranties; No Defaults*. The Agents, for the benefit of the Agents and theLenders, shall have received a certificate of a Responsible Officer of the Borrower certifying that both before and after giving effect to this Amendment: 

(i) each of the representations and warranties set forth in *Article V (Representations and Warranties*) of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respectson and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall havebeen true and correct in all material respects as of such earlier date; *provided, however*, that references therein to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended by this Amendment and after giving effectto the waivers and consents set forth herein; and 

(ii) no Default or Event of Default shall have occurred and becontinuing, either on the date hereof or on the Effective Date. 

Section 5. Certain Covenants and Agreements. 

(a) *Securitization Facility Documents*. The Borrower hereby covenants and agrees to deliver to the Administrative Agent, promptly upon consummationof the Securitization Facility, a copy of each Securitization Facility Document, certified as complete and correct by a Responsible Officer of the Borrower. 

(b) *Consenting Lender Fees*. The Borrower hereby covenants and agrees to pay to the Administrative Agent for the account of each Consenting Lender for which the Administrative Agent shall have received (byfacsimile or otherwise) an executed Lender Consent on or prior to 5:00 PM New York time on Thursday, August 17, 2006 (or such later date as the or time as the Administrative Agent and the Borrower may agree), an amendment fee in Dollars equalto 0.05% of the aggregate principal amount of the Commitments and Term Loans provided by each such Consenting Lender, due and payable to the Administrative Agent no later than one (1) Business Day following the Effective Date. 

(c) *Certain Post-Closing Covenants*. The Borrower hereby covenants and agrees that it shall deliver or cause to be delivered to the AdministrativeAgent the documents described below, in form and substance reasonably satisfactory to the Administrative Agent, and/or take such other actions described below, in a manner reasonably acceptable to the Administrative Agent, on or prior to the datesset forth below: 

(i) Promptly after the Effective Date, and in no event more than twenty (20) Business Days after the Effective Date(or such later date as the Administrative Agent may agree), the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the relevant Local Credit Facility Documents in respect of each outstandingLocal Credit Facility shall have been amended or otherwise modified on the same terms as set forth in this Amendment (subject, if applicable, to only those modifications as are required by applicable law); and 

(ii) Promptly after the Effective Date, and in no event more than forty (40) days after the consummation of the PM Acquisition (or such later dateas the Administrative Agent may agree), the Borrower shall deliver to the Administrative Agent a favorable opinion of Kane Kessler, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Agents, addressed to theAgents and the Lenders and addressing such matters as the Agents may request pursuant to *Section 6.14 (New Subsidiaries and Pledgors)* of the Credit Agreement. 

 

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Section 6. Representations and Warranties. The Borrower, on behalf of itself and the otherLoan Parties, hereby represents and warrants to the Administrative Agent and each Lender as follows: 

(a) The execution, delivery andperformance by each Loan Party of this Amendment have been duly authorized by all requisite corporate or other action on the part of such Loan Party and will not violate any of the certificates of incorporation or by-laws (or equivalent ConstituentDocuments) of such Loan Party. 

(b) This Amendment has been duly executed and delivered by each Loan Party, and each of this Amendment andthe Credit Agreement as amended or otherwise modified hereby constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with their terms, except as the enforceability thereof may belimited by applicable bankruptcy, insolvency, reorganization and other similar Laws relating to or affecting creditors’ rights generally and by the application of general equitable principles (whether considered in proceedings at Law or inequity). 

Section 7. Reference to and Effect on the Loan Documents. 

(a) As of the Effective Date, each reference in the Credit Agreement and the other Loan Documents to “*this Agreement*,”“*hereunder*,” “*hereof*,” “*herein*” or words of like import shall mean and be a reference to the Credit Agreement or such other Loan Document as amended by this Amendment. 

(b) Except with respect to the consents and waivers set forth in *Section 1 (Consents and Waivers)* and to the extent amended hereby, theCredit Agreement and all of the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 

(c)Except with respect to the consents and waivers set forth in *Section 1 (Consents and Waivers)* and to the extent amended or otherwise modified hereby, the execution, delivery and effectiveness of this Amendment shall not operate as awaiver of any Default or Event of Default or any right, power, privilege or remedy of any Agent, any Lender or any L/C Issuer under the Credit Agreement or any Loan Document, or constitute a waiver of any provision of the Credit Agreement or anyLoan Document. 

(d) The Borrower hereby confirms that the security interests and Liens granted pursuant to the Loan Documents continue tosecure the Obligations and that such security interests and Liens remain in full force and effect. 

Section 8. Costs andExpenses. As provided in *Section 10.04 (Attorney Costs, Expenses and Taxes)*of the Credit Agreement, the Borrower agrees to reimburse the Agents for all reasonable fees, costs and out-of-pocket expenses due and payable by theBorrower pursuant to the Loan Documents, including such costs and expenses (including Attorney Costs) for advice, assistance, or other representation in connection with the preparation, execution and delivery of this Amendment. 

Section 9. Release of Certain Collateral. By executing and delivering a Lender Consent, each Consenting Lender authorizes and directs theAdministrative Agent to (a) release any Lien held by the Administrative Agent for the benefit of the Lenders, the L/C Issuers and the other Secured Parties on all of the Receivables and Related Assets sold, contributed or otherwise transferredor to be sold, contributed or otherwise transferred by the Borrower or any Subsidiary of the Borrower pursuant to the Securitization Facility Documents and (b) execute and deliver or file such partial release statements and do such otherthings, in each case, as are necessary to effectuate the release of the Liens contemplated by this Amendment promptly upon the occurrence of the Effective Date. 

 

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Section 10. Governing Law. This Amendment and the rights and obligations of the partieshereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 

Section 11.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. 

Section 12. Severability. The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person inany situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation orjurisdiction or as applied to any person. 

Section 13. Execution in Counterparts. This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Receipt by the AdministrativeAgent of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment. 

Section 14. Waiver of Jury Trial. EACHOFTHEPARTIESHERETOIRREVOCABLYWAIVESTRIALBYJURYINANYACTIONORPROCEEDINGWITHRESPECTTOTHIS AMENDMENTORANYOTHER LOAN DOCUMENT

[SIGNATUREPAGES FOLLOW] 

 

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IN WITNESS WHEREOF, this Amendment has been duly executed on the date set forth above. 

 

JARDEN CORPORATION,

*as Borrower*
By: 
/s/ Desiree DeStefano
Name: Desiree DeStefanoTitle: Executive Vice President of Finance and Treasurer
CANADIAN IMPERIAL BANKOF COMMERCE, 

*as Administrative Agent*
By: 
/s/ Cedric M. Henley
Name: Cedric M. HenleyTitle: Managing DirectorBy: 
/s/ Leonardo Fernandez
Name: Leonardo FernandezTitle: Executive Director