Amendment No. 5 to the Amended and Restated Loan Agreement



 Exhibit 10.5 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT 
 THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made and entered into as of August 4, 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 Section 10.2.5 of
the Loan Agreement to read in its entirety as follows: 
 “10.2.5 Dilution Ratio. The Dilution Ratio shall equal or
exceed 9.00% on a rolling three-month average basis for any Calculation Period.” 
 2. 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. 
 3. 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. 
 4. Ratification. Except as expressly amended above, the Loan Agreement
remains unaltered and in full force and effect and is hereby ratified and confirmed. 
 5. 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. 







 6. 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. 
 [signature pages begin on next page]

  

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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/ Richard T. Sansone

	Name:	 	 Richard T. Sansone

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

	
	JARDEN CORPORATION, AS INITIAL SERVICER
		
	By:	 	 /s/ Richard T. Sansone

	Name:	 	 Richard T. Sansone

	Title:	 	 SVP and Chief Accounting Officer










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

	Name:	 	 Doris J. Hearn

	Title:	 	 Vice President


 SUNTRUST ROBINSON HUMPHREY, INC., AS
ADMINISTRATOR 
  

			
	By:	 	 /s/ Joseph R. Franke

	Name:	 	 Joseph R. Franke

	Title:	 	 Director