Amendment No. 6 to the Amended and Restated Loan Agreement



 Exhibit 10.6 
 AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT 
 THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of September 29, 2009, with respect to that certain Amended and
Restated Loan Agreement dated as of August 8, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among JARDEN RECEIVABLES, LLC, a Delaware limited liability
company, as “Borrower”, JARDEN CORPORATION, a Delaware corporation, as “Jarden” or “Servicer”, THREE PILLARS FUNDING LLC, a Delaware
limited liability company (together with its successors and permitted assigns), as “Lender”, and SUNTRUST ROBINSON HUMPHREY, INC., a Tennessee corporation, as “Administrator”. Capitalized terms used
and not otherwise defined herein are used with the meanings attributed thereto in the Loan Agreement. 
 BACKGROUND 
 The parties wish to amend the Loan Agreement on the terms and subject to the conditions
hereinafter set forth. 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the parties hereto agree as follows: 
 1. Amendments. The Loan Agreement is hereby amended by amending and
restating clause (d) set forth on Exhibit F to the Loan Agreement to read in its entirety as follows: 
 “(d) for each Special Obligor whose short term unsecured debt ratings are equal to A-1 by S&P and P-1 by Moody’s, 40% of the Aggregate Eligible Balance; and” 
 2. Certain Receivables. It is hereby understood and agreed that, notwithstanding anything in the Loan Agreement, the Receivables
Contribution and Sale Agreement (including the requirement of Section 7.2 of the Receivables Contribution and Sale Agreement that prior to the effectiveness of any New Originator’s becoming an Originator, executed Lock-Box Agreement
for each related Lock-Box and Lock-Box Account be delivered, which requirement is hereby waived solely as to the joining of BRK Brands, Inc. (“BRK”), Lehigh Consumer Products LLC (“Lehigh”),
Loew-Cornell, LLC (“Loew-Cornell”) and Miken Sports, LLC (“Miken”) as New Originators) or otherwise to the contrary, if, within 15 days after the date hereof, the Borrower does not deliver or cause to
be delivered to the Administrator, in the form and substance reasonably satisfactory to the Administrator, fully executed amendments to the relevant existing Lock-Box Account Agreements to add account Nos. (i) 5800923418 with Bank of America
(f/k/a LaSalle Bank National Association), (ii) 981092570, 984473539 and 987358165 with National City Bank, and (iii) 304195758 and 844040121 with JPMorgan Chase Bank to the accounts subject to the respective Lock-Box Account Agreements,
all Receivables with respect to which any Obligor is instructed to make payments to any of the Lock-Box Accounts listed above shall not be deemed Eligible Receivables. 







 3. Representations. In order to induce the Administrator and the Lender to enter into
this Amendment, the Borrower hereby represents and warrants to the Administrator and the Lender that, after giving effect to the amendments in Section 1 above, no Significant Event or Unmatured Significant Event exists and is continuing as of
the date hereof. 
 4. Effectiveness. This Amendment shall become effective and shall inure to the benefit of the
Borrower, the Lender, the Administrator and their respective successors and assigns when the Administrator shall have received one or more counterparts of this Amendment, duly executed and delivered by each of the parties hereto. 
 5. Ratification. Except as expressly amended above, the Loan Agreement remains unaltered and in full force and effect and is
hereby ratified and confirmed. 
 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. 
 7. Counterparts. This Amendment may be
executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	JARDEN RECEIVABLES, LLC, AS BORROWER
		
	By:	 	 /s/ John E. Capps

	Name:	 	 John E. Capps

	Title:	 	 VP, Sunbeam Products, Inc. (Manager and Sole Member)

	
	JARDEN CORPORATION, AS INITIAL SERVICER
		
	By:	 	 /s/ John E. Capps

	Name:	 	 John E. Capps

	Title:	 	 SVP, General Counsel and Secretary










			
	THREE PILLARS FUNDING LLC, AS LENDER
		
	By:	 	 /s/ Doris Hearn

	Name:	 	 Doris Hearn

	Title:	 	 Vice President


 SUNTRUST ROBINSON HUMPHREY, INC., AS
ADMINISTRATOR 
  

			
	By:	 	 /s/ Kecia P. Howson

	Name:	 	 Kecia P. Howson

	Title:	 	 Director