AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF AUGUST 8, 2007 AMONG JARDEN RECEIVABLES, LLC, AS BORROWER, JARDEN CORPORATION, AS INITIAL SERVICER, THREE PILLARS FUNDING LLC, AS LENDER, AND SUNTRUST ROBINSON HUMPHREY, INC., AS ADMINISTRATORLoan Agreement • August 14th, 2007 • Jarden Corp • Wholesale-miscellaneous nondurable goods
and amends and restates in its entirety that certain Loan Agreement dated as of August 24, 2006 among the parties hereto (the “Existing Agreement”).
AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT DATED AS OF AUGUST 8, 2007 AMONG EARTH PRODUCTS, INC., JT SPORTS, LLC, K-2 CORPORATION, K-2 INTERNATIONAL, INC., K-2 INTERNET COMPANY, LLC, K2 SNOWSHOES, INC., RIDE MANUFACTURING, INC,...Receivables Contribution and Sale Agreement • August 14th, 2007 • Jarden Corp • Wholesale-miscellaneous nondurable goods
This Agreement amends and restates in its entirety that certain Receivables Contribution and Sale Agreement dated as of August 24, 2006 among the parties (the “Existing Agreement”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meanings assigned to such terms in the Loan Agreement).
JARDEN CORPORATIONLoan Agreement • August 14th, 2007 • Jarden Corp • Wholesale-miscellaneous nondurable goods
Reference is made to the Amended and Restated Loan Agreement dated as of August 8, 2007 (the “Loan Agreement”) by and among JARDEN RECEIVABLES, LLC, as the “Borrower,” JARDEN CORPORATION (“Jarden”), as the initial “Servicer,” THREE PILLARS FUNDING LLC, as the “Lender,” and SUNTRUST ROBINSON HUMPHREY, INC., as the “Administrator”, the Amended and Restated Receivables Contribution and Sale Agreement, dated as of August 8, 2007 (the “Receivables Contribution and Sale Agreement”), among Borrower and certain other parties thereto, and the Performance Undertaking, dated as of August 24, 2006 (the “Undertaking”), executed by Jarden as the “Performance Guarantor”. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Loan Agreement, the Receivables Contribution and Sale Agreement referenced therein, or the Undertaking, as applicable.
CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTYConsent, Agreement and Affirmation of Guaranty • August 14th, 2007 • Jarden Corp • Wholesale-miscellaneous nondurable goods
Each of the undersigned Guarantors hereby consents to the terms of the foregoing Amendment and agrees that the terms of the Amendment shall not affect in any way its obligations and liabilities under any Loan Document (as such Loan Documents are amended or otherwise expressly modified by the Amendment), all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed (as amended or otherwise expressly modified by the Amendment). The Guarantors hereby confirm that the security interests and Liens granted pursuant to the Loan Documents continue to secure the Obligations including the Local Credit Facility Obligations and that such security interests and Liens remain in full force and effect.
AMENDED AND RESTATED LENDER NOTELender Note • August 14th, 2007 • Jarden Corp • Wholesale-miscellaneous nondurable goods
FOR VALUE RECEIVED, JARDEN RECEIVABLES, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to THREE PILLARS FUNDING LLC, a Delaware limited liability company (the “Lender”), or its registered assigns, on or before the Commitment Termination Date, the aggregate unpaid principal amount of all Loans shown on the schedule attached hereto (and/or any continuation thereof and/or in the records of the Lender) made by the Lender pursuant to that certain Amended and Restated Loan Agreement, dated as of August 8, 2007 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Loan Agreement”), among the Borrower, Jarden Corporation, as the Servicer, the Lender and SunTrust Robinson Humphrey, Inc., as Administrator.
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • August 14th, 2007 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of August 8, 2007 (this “Amendment”), among JARDEN CORPORATION, a Delaware corporation (the “Borrower”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent (as defined below), CITICORP USA, INC., as Syndication Agent (as defined below), and each Incremental Lender identified on the signature pages hereto, amends certain provisions of 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, LCPI, as administrative agent for the Lenders 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 (in such capacity, together wi
