Extended Revolving Credit Sub-Commitment Agreement



 Exhibit 10.1 
 EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT 
 Date: August 4, 2009 
 Jarden Corporation 
 555 Theodore Fremd Avenue, Suite B-302 
 Rye, New York 10580-1455 
 Attention: Chief Financial Officer 
 Re Extended Revolving Credit Sub-Commitment 
 Ladies and Gentlemen:

 Reference is hereby made to the Credit Agreement, dated as of January 24, 2005 (as amended, modified, restated and/or supplemented
from time to time, the “Credit Agreement”), among Jarden Corporation, a Delaware corporation (the “Borrower” or “you”), the Lenders and L/C Issuers party thereto, Deutsche Bank
AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), Citicorp USA, Inc., as syndication agent (in such capacity, the “Syndication Agent”), and Bank of America,
N.A., National City Bank of Indiana and SunTrust Bank, as co-documentation agents. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Credit Agreement. 
 Each Lender (each, an “Extending Revolving Lender”) party to this letter agreement (this “Agreement”)
hereby severally agrees to provide the Extended Revolving Credit Sub-Commitment set forth opposite its name on Annex I attached hereto. Each Extended Revolving Credit Sub-Commitment provided pursuant to this Agreement shall be subject to the terms
and conditions set forth in the Credit Agreement, including Section 2.01(b) (Facilities Increase) and Section 4.04 (Conditions Precedent to Each Facilities Increase) thereof. 
 Each Extending Revolving Lender acknowledges and agrees that the Extended Revolving Credit Sub-Commitments provided pursuant to this Agreement, in the
aggregate amount as set forth in Annex I hereto, shall constitute Extended Revolving Credit Sub-Commitments under, and as defined in, the Credit Agreement and become part of the Revolving Credit Commitments as contemplated by the Credit Agreement.
Each Extending Revolving Lender agreeing to provide an Extended Revolving Credit Sub-Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that, upon the incurrence of Revolving Loans pursuant to the
Extended Revolving Credit Sub-Commitments provided pursuant to this Agreement, such Revolving Loans shall constitute Revolving Loans for all purposes of the Credit Agreement and the other Loan Documents. 







 Each Extending Revolving Lender and the Borrower further agree that, with respect to the Extended
Revolving Credit Sub-Commitment provided by such Extending Revolving Lender pursuant to this Agreement, such Extending Revolving Lender shall receive a non-refundable upfront fee (each, an “Upfront Fee”) equal to 0.25% of the
amount of the Extended Revolving Credit Sub-Commitment of such Extending Revolving Lender, which upfront fee shall be due and payable on the Agreement Effective Date (as defined below). 
 Each Extending Revolving Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Loan
Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent
applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, (v) to the extent not already a Lender under the Credit Agreement, confirms it has provided to the Borrower and the
Administrative Agent two properly completed Forms W-8BEM, W-8ECI or successor form prescribed by the Internal Revenue Service of the United States, certifying that it is entitled to receive all payments under the Credit Agreement and the Notes
payable to it without deduction or withholding of any United States federal income taxes, (vi) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the
signature pages hereof and (vii) represents and warrants that it is an Eligible Assignee. 
 On and after the Agreement Effective Date,
Wachovia, N.A., in its capacity as L/C Issuer, agrees, for its part and notwithstanding Section 2.04(a)(iv)(C) (The Letter of Credit Commitment) of the Credit Agreement, to issue, amend, extend and renew Letters of Credit which (after
giving effect thereto) have expiry dates occurring after the Initial Revolving Credit Maturity Date (but on or prior to the Letter of Credit Expiration Date), in each case subject to the terms and conditions of the Credit Agreement (and, by its
execution hereof, each Extending Revolving Lender acknowledges the foregoing). 
 Upon the date of (i) the execution of a counterpart of
this Agreement by such Extending Revolving Lenders, the Administrative Agent and the Borrower and the delivery thereof to the Administrative Agent (including by facsimile or other electronic transmission), (ii) the payment of any fees required
in connection herewith and (iii) the satisfaction of any conditions precedent set forth in Sections 4, 5 and 6 of Annex I hereto (such date, the “Agreement Effective Date”), each Extending Revolving Lender party hereto
agreeing to provide an Extended Revolving Credit Sub-Commitment pursuant to this Agreement (x) shall become a party to the Credit Agreement, (y) shall be obligated to provide the Extended Revolving Credit Sub-Commitments required to be
provided by it (and make Revolving Loans pursuant thereto) as provided in this Agreement on the terms, and subject to the conditions, set forth herein and in the Credit Agreement and (z) to the extent provided in this Agreement, shall have the
rights and obligations of a Lender thereunder and under the other Loan Documents. 







 The Borrower agrees that the supplemental terms contained in Annex I attached hereto constitute terms
applicable to the Extended Revolving Credit Sub-Commitments provided hereunder (and all related Obligations). 
 The Borrower acknowledges
and agrees that (i) it shall be liable for all Obligations with respect to the Extended Revolving Credit Sub-Commitments provided hereby (including, without limitation, any Revolving Loans, Swing Line Loans or Letters of Credit made or issued,
as applicable, pursuant thereto) and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Collateral Documents. 
 Each Guarantor acknowledges and agrees that all Obligations with respect to the Extended Revolving Credit Sub-Commitments provided hereby (including, without limitation, any Revolving Loans, Swing Line Loans or
Letters of Credit made or issued, as applicable, pursuant thereto) shall (i) be fully guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and (ii) be entitled to the benefits of the Collateral Documents.

 You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before
12:00 Noon on August 4, 2009. If you do not so accept this Agreement by such time, our Extended Revolving Credit Sub-Commitments set forth in this Agreement shall be deemed cancelled. 
 After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by
facsimile or other electronic transmission) by the parties hereto, this Agreement shall constitute a Loan Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan
Documents pursuant to Section 10.01(a) (Amendments, Etc.) of the Credit Agreement. 
 *    *    * 







 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	Bank of America, N.A.
		
	By	 	 /s/ J. Casey Cosgrove

	Name:	 	J. Casey Cosgrove
	Title:	 	Senior Vice President


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	 Barclays Bank PLC
 NAME OF
LENDER

		
	By	 	 /s/ Craig Malloy

	Name:	 	Craig Malloy
	Title:	 	Authorized Signatory


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By	 	 /s/ Scottye Lindsey

	Name:	 	Scottye Lindsey
	Title:	 	Director
		
	By	 	 /s/ Erin Morrissey

	Name:	 	Erin Morrissey
	Title:	 	Vice President


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	JPMorgan Chase Bank, N.A.
		
	By	 	 /s/ Michelle Cipriani

	Name:	 	Michelle Cipriani
	Title:	 	Vice President


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	NATIONAL CITY BANK
		
	By	 	 /s/ David G. McNeely

	Name:	 	David G. McNeely
	Title:	 	Senior Vice President


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	 SOVEREIGN BANK
 NAME OF
LENDER

		
	By	 	 /s/ Kristen Burke

	Name:	 	Kristen Burke
	Title:	 	Senior Vice President


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	 SUNTRUST BANK
 NAME OF
LENDER

		
	By	 	 /s/ Michael Vegh

	Name:	 	Michael Vegh
	Title:	 	Vice President


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	 UBS LOAN FINANCE LLC
 NAME OF LENDER


		
	By	 	 /s/ Marie Haddad

	Name:	 	Marie Haddad
	Title:	 	Associate Director
		
	By	 	 /s/ Irja R. Osta

	Name:	 	Irja R. Osta
	Title:	 	Associate Director


  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

 

			
	Very truly yours,
	
	 Wachovia Bank, National Association
 NAME OF LENDER

		
	By	 	 /s/ Denis Waltrich

	Name:	 	Denis Waltrich
	Title:	 	Vice President


  

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	Agreed and Accepted
	this 4th day of
August, 2009:
	
	JARDEN CORPORATION
		
	By:	 	 /s/ Ian G.H. Ashken

	Name:	 	Ian G.H. Ashken
	Title:	 	CFO
	
	DEUTSCHE BANK AG NEW YORK BRANCH,
		 	as Administrative Agent
		
	By:	 	 /s/ Scottye Lindsey

	Name:	 	Scottye Lindsey
	Title:	 	Director
		
	By:	 	 /s/ Erin Morrissey

	Name:	 	Erin Morrissey
	Title:	 	Vice President

  

 [SIGNATURE PAGE TO EXTENDED REVOLVING CREDIT SUB-COMMITMENT AGREEMENT] 








 Each Guarantor acknowledges and agrees to the foregoing provisions of this Extended Revolving Credit Sub-Commitment
Agreement: 
  

	
	 ALLTRISTA PLASTICS LLC

	 AMERICAN HOUSEHOLD, INC.

	 AUSTRALIAN COLEMAN, INC.

	 BICYCLE HOLDING, INC.

	 BRK BRANDS, INC.

	 CC OUTLET, INC.

	 COLEMAN INTERNATIONAL HOLDINGS, LLC

	 COLEMAN WORLDWIDE CORPORATION

	 FIRST ALERT, INC.

	 HEARTHMARK, LLC

	 HOLMES MOTOR CORPORATION

	 JARDEN ACQUISITION I, LLC

	 JARDEN ZINC PRODUCTS, LLC

	 JT SPORTS LLC

	 K2 INC.

	 K-2 CORPORATION

	 KANSAS ACQUISITION CORP.

	 L.A. SERVICES, INC.

	 LASER ACQUISITION CORP.

	 LEHIGH CONSUMER PRODUCTS LLC

	 LOEW-CORNELL, LLC

	 MARKER VOLKL USA, INC.

	 MARMOT MOUNTAIN, LLC

	 MIKEN SPORTS, LLC

	 NIPPON COLEMAN, INC.

	 OUTDOOR TECHNOLOGIES CORPORATION

	 PENN FISHING TACKLE MFG. CO.

	 PURE FISHING, INC.

	 QUOIN, LLC

	 RAWLINGS SPORTING GOODS COMPANY, INC.

	 SEA STRIKER, LLC

	 SHAKESPEARE COMPANY, LLC

	 SHAKESPEARE CONDUCTIVE FIBERS, LLC

	 SI II, INC.

	 SITCA CORPORATION

	 SUNBEAM AMERICAS HOLDINGS, LLC

	 SUNBEAM PRODUCTS, INC.

	 THE COLEMAN COMPANY, INC.

	 THE UNITED STATES PLAYING CARD COMPANY

	 USPC HOLDING, INC.


 as Guarantors 
  

			
	By:	 	 /s/ John E. Capps

	Name:	 	John E. Capps
	Title:	 	Vice President

  

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