<PAGE>


             AMENDMENT NO. 1 TO AMENDED & RESTATED CREDIT AGREEMENT

         This Amendment No. 1 to Amended & Restated Credit Agreement (this
"Agreement") dated as of September 25, 2003 is made by and among JARDEN
CORPORATION, a Delaware corporation (the "Borrower"), BANK OF AMERICA, N.A., a
national banking association organized and existing under the laws of the United
States ("Bank of America"), in its capacity as administrative agent for the
Lenders (as defined in the Credit Agreement (as defined below)) (in such
capacity, the "Administrative Agent"), and each of the Lenders signatory hereto,
and each of the Guarantors (as defined in the Credit Agreement) signatory
hereto.

                              W I T N E S S E T H:
                              -------------------

         WHEREAS, the Borrower, the Administrative Agent and the Lenders have
entered into that certain Amended & Restated Credit Agreement dated as of
September 2, 2003 (as hereby amended and as from time to time hereafter further
amended, modified, supplemented, restated, or amended and restated, the "Credit
Agreement"; the capitalized terms used in this Agreement not otherwise defined
herein shall have the respective meanings given thereto in the Credit
Agreement), pursuant to which the Lenders have made available to the Borrower
various revolving credit and term loan facilities, including a letter of credit
facility and a swing line facility; and

         WHEREAS, each of the Guarantors has entered into a Guaranty pursuant to
which it has guaranteed certain or all of the obligations of the Borrower under
the Credit Agreement and the other Loan Documents; and

         WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders agree to amend certain terms of the Credit Agreement, which the
Administrative Agent and the Lenders party hereto are willing to do on the terms
and conditions contained in this Agreement;

         NOW, THEREFORE, in consideration of the premises and further valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

         1. Amendments to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows:

         (a) Each of the following definitions is hereby deleted from Article I
of the Credit Agreement: (i) Non-Scheduled Acquisition B Equity Issuance, and
(ii) Scheduled Acquisition B Equity Issuance.

         (b) The following new definition is hereby added to Article I of the
Credit Agreement in its proper alphabetical order:

                  "Permitted Equity Issuance" means one issuance of Equity
         Securities of the Borrower to occur not later than January 31, 2004
         with gross proceeds not to exceed $120,000,000.

<PAGE>

         (c) The definition of "Non-Exempt Net Proceeds" in Article I of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:

                  "Non-Exempt Net Proceeds" means (a) during the period of 180
         days after the date of the Permitted Equity Issuance, $0, and (b)
         thereafter, the difference (but not less than $0) of (i) the aggregate
         Net Proceeds of the Permitted Equity Issuance, minus (ii) the aggregate
         amount of the Net Proceeds of the Permitted Equity Issuance utilized
         within 180 days of such issuance to pay Costs of Acquisition of
         consummated Permitted Acquisitions (but including the Cost of
         Acquisition of Scheduled Acquisition A, even if it is consummated prior
         to the occurrence of the Permitted Equity Issuance) and the Scheduled
         Acquisition B, minus (iii) $50,000,000.

         (d) Section 2.06(e)(ii) is hereby deleted in its entirety and replaced
with the following:

                  (ii) The Borrower shall make, or shall cause each applicable
         Subsidiary to make, a prepayment with respect to each private or public
         offering of Equity Securities of the Borrower or any Subsidiary (other
         than Equity Securities issued to the Borrower or a Guarantor) in an
         amount equal to (x) in the case of the issuance of any Equity
         Securities other than the Permitted Equity Issuance, fifty percent
         (50%) of the Net Proceeds of each such issuance of Equity Securities of
         the Borrower or any Subsidiary, and (y) in the case of the Permitted
         Equity Issuance, (A) one hundred percent (100%) of the first
         $50,000,000 of the Non-Exempt Net Proceeds thereof and (B) fifty
         percent (50%) of any remaining Non-Exempt Net Proceeds thereof. Each
         prepayment provided for in this Section 2.06(e)(ii) will be made within
         ten (10) Business Days of receipt of such proceeds (or, in the case of
         Non-Exempt Net Proceeds, within ten (10) Business Days of the
         expiration of the 180-day period following the Permitted Equity
         Issuance) and upon not less than five (5) Business Days' prior written
         notice to the Administrative Agent, which notice shall include a
         certificate of a Responsible Officer of the Borrower setting forth in
         reasonable detail the calculations utilized in computing the Net
         Proceeds of such issuance and the amount of such prepayment; provided
         that no prepayment shall be required hereunder of the first $20,000,000
         of Net Proceeds in each fiscal year of the Borrower realized from (x)
         the issuance of Equity Securities in connection with the exercise of
         any option, warrant or other convertible security of the Borrower or
         any Subsidiary or (y) the issuance, award or grant of Equity Securities
         to eligible participants under a stock plan of the Borrower.

         (e) Section 5.11 is hereby amended to replace the reference to
"Scheduled B Equity Issuance" therein with "Permitted Equity Issuance."

         (f) Schedule 1.02(d) is hereby amended by deleting the line in the
labeled "Scheduled Acquisition B Equity Issuance" and replacing it with the
following:

                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>
--------------------------------------------------------------------------------
Permitted Equity Issuance:              That portion of the gross proceeds used
                                        to consummate the Scheduled Acquisition
                                        B (a) is to be not less than an amount
                                        sufficient so that (after giving effect
                                        to the Permitted Equity Issuance, the
                                        consummation of the Scheduled
                                        Acquisition B, the consummation of all
                                        Permitted Acquisitions from the Closing
                                        Date to the date of the Scheduled
                                        Acquisition B, and all borrowings and
                                        incurrences of debt in connection with
                                        all such transactions) the Total
                                        Leverage Ratio (pro forma for all such
                                        transactions) does not exceed 3.20 to
                                        1.00, and (b) results from the issuance
                                        of common stock of the Borrower.
--------------------------------------------------------------------------------
</TABLE>

         2. Effectiveness; Conditions Precedent. The effectiveness of this
Agreement and the amendments to the Credit Agreement provided in Paragraph 1
hereof are all subject to the satisfaction of each the following conditions
precedent:

                  (a) The Administrative Agent shall have received each of the
         following documents or instruments in form and substance reasonably
         acceptable to the Administrative Agent:

                           (i) four (4) original counterparts of this Agreement,
                  duly executed by the Borrower, the Administrative Agent, each
                  Guarantor and the Required Lenders, together with all
                  schedules and exhibits thereto duly completed;

                           (ii) such other documents, instruments, opinions,
                  certifications, undertakings, further assurances and other
                  matters as the Administrative Agent shall reasonably request.

                  (b) All fees and expenses payable to the Administrative Agent
         and the Lenders (including the fees and expenses of counsel to the
         Administrative Agent) estimated to date shall have been paid in full
         (without prejudice to final settling of accounts for such fees and
         expenses).

         3. Consent of the Guarantors. Each Guarantor hereby consents,
acknowledges and agrees to the amendments and other matters set forth herein and
hereby confirms and ratifies in all respects the Guaranty to which such
Guarantor is a party (including without limitation the continuation of such
Guarantor's payment and performance obligations thereunder upon and after the
effectiveness of this Agreement and the amendments, waivers and consents
contemplated hereby) and the enforceability of such Guaranty against such
Guarantor in accordance with its terms.

         4. Representations and Warranties. In order to induce the
Administrative Agent and the Lenders to enter into this Agreement, the Borrower
represents and warrants to the Administrative Agent and the Lenders as follows:

                  (a) The representations and warranties made by the Borrower in
         Article V of the Credit Agreement and in each of the other Loan
         Documents to which it is a party are true and correct in all material
         respects on and as of the date hereof, except to the extent that such
         representations and warranties expressly relate to an earlier date;

                                       3
<PAGE>

                  (b) Since June 30, 2003, no act, event, condition or
         circumstance has occurred or arisen which, singly or in the aggregate
         with one or more other acts, events, occurrences or conditions
         (whenever occurring or arising), has had or could reasonably be
         expected to have a Material Adverse Effect;

                  (c) The Persons appearing as Guarantors on the signature pages
         to this Agreement constitute all Persons who are required to be
         Guarantors pursuant to the terms of the Credit Agreement and the other
         Loan Documents, including without limitation all Persons who became
         Subsidiaries or were otherwise required to become Guarantors after the
         Closing Date, and each of such Persons has become and remains a party
         to a Guaranty as a Guarantor;

                  (d) This Agreement has been duly authorized, executed and
         delivered by the Borrower and Guarantors party hereto and constitutes a
         legal, valid and binding obligation of such parties, except as may be
         limited by general principles of equity or by the effect of any
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar law affecting creditors' rights generally; and

                  (e) After giving effect to this Agreement, no Default or Event
         of Default has occurred and is continuing.

         5. Entire Agreement. This Agreement, together with all the Loan
Documents (collectively, the "Relevant Documents"), sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relating to such subject matter. No promise, condition, representation
or warranty, express or implied, not set forth in the Relevant Documents shall
bind any party hereto, and no such party has relied on any such promise,
condition, representation or warranty. Each of the parties hereto acknowledges
that, except as otherwise expressly stated in the Relevant Documents, no
representations, warranties or commitments, express or implied, have been made
by any party to the other. None of the terms or conditions of this Agreement may
be changed, modified, waived or canceled orally or otherwise, except in writing
and in accordance with Section 10.01 of the Credit Agreement.

         6. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall be and
remain in full force and effect according to their respective terms.

         7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

         8. Governing Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of New York applicable
to contracts executed and to be performed entirely within such State, and shall
be further subject to the provisions of Sections 10.17(b) and 10.18 of the
Credit Agreement.
                                       4
<PAGE>

         9. Enforceability. Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.

         10. References. All references in any of the Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement, as amended hereby.

         11. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Administrative Agent and each of the
Guarantors and Lenders, and their respective successors, legal representatives,
and assignees to the extent such assignees are permitted assignees as provided
in Section 10.07 of the Credit Agreement.


                            [SIGNATURE PAGES FOLLOW.]

                                       5
<PAGE>







         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.

                                    BORROWER:

                                            JARDEN CORPORATION

                                            By:      /s/ Desiree DeStefano
                                                     ---------------------
                                            Name:    Desiree DeStefano
                                            Title:   Senior Vice President




<PAGE>


                                   GUARANTORS:

                                            HEARTHMARK, INC., an Indiana
                                                 corporation
                                            ALLTRISTA PLASTICS CORPORATION, an
                                                 Indiana corporation
                                            ALLTRISTA NEWCO CORPORATION, an
                                                 Indiana corporation
                                            LEHIGH CONSUMER PRODUCTS
                                                 CORPORATION, a Pennsylvania
                                                 corporation
                                            TILIA, INC. (successor by name
                                                 change to Alltrista Acquisition
                                                 I, Inc.), a Delaware
                                                 corporation
                                            TILIA DIRECT, INC. (successor by
                                                 name change to Alltrista
                                                 Acquisition II, Inc.), a
                                                 Delaware corporation
                                            TILIA INTERNATIONAL, INC. (successor
                                                 by name change to Alltrista
                                                 Acquisition III, Inc.), a
                                                 Delaware corporation
                                            QUOIN CORPORATION, a Delaware
                                                 corporation


                                            By:    /s/ Desiree DeStefano
                                                   ---------------------
                                            Name:  Desiree DeStefano
                                            Title: Vice President


                                            ALLTRISTA ZINC PRODUCTS, L.P., an
                                            Indiana limited partnership
                                            By:  Alltrista Newco Corporation, a
                                                 Indiana corporation, its
                                                 general partner

                                                 By:    /s/ Desiree DeStefano
                                                        ---------------------
                                                 Name:  Desiree DeStefano
                                                 Title: Vice President




<PAGE>


                                            ADMINISTRATIVE AGENT:
                                            --------------------

                                            BANK OF AMERICA, N.A., AS
                                                 ADMINISTRATIVE AGENT


                                            By:     /s/ Tim Cassidy
                                                    -----------------------
                                            Name:   Tim Cassidy
                                            Title:  Vice President





<PAGE>


                                            LENDERS:
                                            -------

                                            BANK OF AMERICA, N.A., as a Lender,
                                                 L/C Issuer and Swing Line
                                                 Lender


                                            By:     /s/ Tim Cassidy
                                                    -----------------------
                                            Name:   Tim Cassidy
                                            Title:  Vice President




<PAGE>


                                            CIBC INC.



                                            By:      /s/ Dean J. Decker
                                                     ------------------
                                            Name:    Dean J. Decker
                                            Title:   Managing Director
                                                     CIBC World Markets Corp.
                                                     As agent for CIBC INC.



<PAGE>



                                            NATIONAL CITY BANK OF INDIANA



                                            By:     /s/ David G. McNeely
                                                    ---------------------------
                                            Name:   David G. McNeely
                                            Title:  Assistant Vice President






<PAGE>



                                            THE BANK OF NEW YORK



                                             By:    /s/ Maurice A. Campbell
                                                    ---------------------------
                                             Name:  Maurice A. Campbell
                                             Title: Vice President





<PAGE>



                                             FLEET NATIONAL BANK



                                             By:    /s/ W. Lincoln Schoff, Jr.
                                                    ---------------------------
                                             Name:  W. Lincoln Schoff, Jr.
                                             Title: Senior VP




<PAGE>



                                             HARRIS TRUST AND SAVINGS BANK





                                             By:    /s/ Thad D. Rasche
                                                    ---------------------------
                                             Name:  Thad D. Rasche
                                             Title: Vice President








<PAGE>



                                             SUNTRUST BANK





                                             By:    /s/ Heidi M. Khambatta
                                                    ---------------------------
                                             Name:  Heidi M. Khambatta
                                             Title: Vice President





<PAGE>



                                            TRANSAMERICA BUSINESS CAPITAL
                                                 CORPORATION




                                             By:    /s/ Stephen Goetschius
                                                    ---------------------------
                                             Name:  Stephen Goetschius
                                             Title: Senior Vice President









<PAGE>



                                             APEX (IDM) CDO I LTD.
                                             By: David L. Babson & Company Inc.,
                                             as Collateral Manager



                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director





<PAGE>


                                             BABSON CLO LTD. 2003-1
                                             By: David L. Babson & Company Inc.
                                             as Manager



                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director






<PAGE>


                                             BILL & MELINDA GATES FOUNDATION
                                             By: David L. Babson & Company Inc.
                                             as Investment Adviser




                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director




<PAGE>


                                            CHIRON CDO I LTD.





                                             By:    /s/ John Randolph Watkins
                                                    ---------------------------
                                             Name:  John Randolph Watkins
                                             Title: Executive Director





<PAGE>


                                             DENALI CAPITAL CLO III LTD.

                                             Denali Capital LLC, managing
                                             member of DC Funding Partners,
                                             portfolio manager for DENALI
                                             CAPITAL CLO III, LTD., or an
                                             affiliate


                                             By:    /s/ John P. Thacker
                                                    ---------------------------
                                             Name:  John P. Thacker
                                             Title: Chief Credit Officer




<PAGE>


                                             EAST WEST BANK





                                             By:    /s/ Nancy A. Moore
                                                    ---------------------------
                                             Name:  Nancy A. Moore
                                             Title: Senior Vice President




<PAGE>


                                             ELC (CAYMAN) LTD, 2000-1
                                             By: David L. Babson & Company Inc.
                                             as Collateral Manager



                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director




<PAGE>


                                             ELC CAYMAN LTD. 1999-II
                                             By: David L. Babson & Company Inc.
                                             as Collateral Manager



                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director




<PAGE>


                                             ELC CAYMAN LTD. 1999-III
                                             By: David L. Babson & Company Inc.
                                             as Collateral Manager



                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director




<PAGE>


                                             FLAGSHIP CLO 2001-1
                                             By: Flagship Capital Management,
                                             Inc.


                                             By:    /s/ Colleen Cunniffe
                                                    ---------------------------
                                             Name:  Colleen Cunniffe
                                             Title: Director




<PAGE>


                                             FLAGSHIP CLO II
                                             By: Flagship Capital Management,
                                             Inc.



                                             By:    /s/ Colleen Cunniffe
                                                    ---------------------------
                                             Name:  Colleen Cunniffe
                                             Title: Director




<PAGE>


                                             FRANKLIN CLO IV, LIMITED





                                             By:    /s/ Tyler Chan
                                                    ---------------------------
                                             Name:  Tyler Chan
                                             Title: Vice President




<PAGE>


                                             FRANKLIN FLOATING RATE DAILY
                                             ACCESS





                                             By:    /s/ Tyler Chan
                                                    ---------------------------
                                             Name:  Tyler Chan
                                             Title: Vice President




<PAGE>


                                             FRANKLIN FLOATING RATE MASTER





                                             By:    /s/ Tyler Chan
                                                    ---------------------------
                                             Name:  Tyler Chan
                                             Title: Vice President




<PAGE>


                                             GENERAL ELECTRIC CAPITAL CORP.





                                             By:    /s/ Brian P. Schwinn
                                                    ---------------------------
                                             Name:  Brian P. Schwinn
                                             Title: Duly Authorized Signatory






<PAGE>


                                             ING PRIME RATE TRUST
                                             By: Aeltus Investment Management,
                                                 Inc. as its investment manager


                                             By:    /s/ Brian S. Horton
                                                    ---------------------------
                                             Name:  Brian S. Horton
                                             Title: Vice President




<PAGE>


                                             ING SENIOR INCOME FUND
                                             By: Aeltus Investment Management,
                                                 Inc. as its investment manager


                                             By:    /s/ Brian S. Horton
                                                    ---------------------------
                                             Name:  Brian S. Horton
                                             Title: Vice President




<PAGE>


                                             LIBERTY FLOATING RATE ADVANTAGE
                                             FUND

                                             By: Columbia Management Advisors,
                                             Inc. (f/k/a Stein Roe & Farnham
                                             Incorporated), As Advisor


                                             By:    /s/
                                                    ---------------------------
                                             Name:
                                             Title:




<PAGE>


                                             MAPLEWOOD (CAYMAN) LIMITED
                                             By: David L. Babson & Company Inc.
                                             under delegated authority from
                                             Massachusetts Mutual Life
                                             Insurance Company as Investment
                                             Manager


                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director




<PAGE>


                                             MASSACHUSETTS MUTUAL LIFE
                                             INSURANCE CO.
                                             By: David L. Babson & Company Inc.
                                             as Investment Adviser


                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director






<PAGE>


                                             PILGRIM AMERICA HIGH INCOME
                                             INVESTMENTS LTD.
                                             By: ING Investments, LLC
                                                 as its investment manager


                                             By:    /s/ Brian S. Horton
                                                    ---------------------------
                                             Name:  Brian S. Horton
                                             Title: Vice President




<PAGE>


                                            PINEHURST TRADING INC.




                                             By:    /s/ Diana M. Himes
                                                    ---------------------------
                                             Name:  Diana M. Himes
                                             Title: Assistant Vice President




<PAGE>


                                             PPM-SHADOW CREEK FUNDING LLC




                                             By:    /s/ Diana M. Himes
                                                    ---------------------------
                                             Name:  Diana M. Himes
                                             Title: Assistant Vice President




<PAGE>


                                             PPM-SPYGLASS FUNDING TRUST




                                             By:    /s/ Diana M. Himes
                                                    ---------------------------
                                             Name:  Diana M. Himes
                                             Title: Authorized Agent





<PAGE>


                                             SIMSBURY CLO LIMITED
                                             By: David L. Babson & Company Inc.
                                             under delegated authority from
                                             Massachusetts Mutual Life Insurance
                                             Company as Collateral Manager


                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director




<PAGE>


                                             SRF 2000 INC.



                                             By:    /s/ Diana M. Himes
                                                    ---------------------------
                                             Name:  Diana M. Himes
                                             Title: Assistant Vice President




<PAGE>


                                             SRF TRADING INC.




                                             By:    /s/ Diana M. Himes
                                                    ---------------------------
                                             Name:  Diana M. Himes
                                             Title: Assistant Vice President




<PAGE>


                                             STANWICH LOAN FUNDING LLC




                                             By:    /s/ Diana M. Himes
                                                    ---------------------------
                                             Name:  Diana M. Himes
                                             Title: Assistant Vice President




<PAGE>


                                             STEIN ROE FLOATING RATE LIMITED
                                             LIABILITY COMPANY

                                             By: Columbia Management Advisors,
                                             Inc. (f/k/a Stein Roe & Farnham
                                             Incorporated), As Advisor



                                             By:    /s/
                                                    ---------------------------
                                             Name:
                                             Title:




<PAGE>


                                             SUFFIELD CLO LIMITED
                                             By: David L. Babson & Company Inc.
                                             as Collateral Manager


                                             By:    /s/ David P. Wells
                                                    ---------------------------
                                             Name:  David P. Wells, CFA
                                             Title: Managing Director




<PAGE>


                                             TORONTO DOMINION (NEW YORK), INC.




                                             By:    /s/ Stacey Malek
                                                    ---------------------------
                                             Name:  Stacey Malek
                                             Title: Vice President






<PAGE>


                                             TRUMBULL THC LTD.




                                             By:    /s/ Stacey Malek
                                                    ---------------------------
                                             Name:  Stacey Malek
                                             Title: Attorney In Fact