JARDEN CORPORATION 8% Senior Notes due 2016 Underwriting AgreementJarden Corp • April 29th, 2009 • Wholesale-miscellaneous nondurable goods • New York
Jarden Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom the addressees listed above (the “Representatives”) are acting as representatives, $300,000,000 aggregate principal amount of its 8% Senior Notes due 2016 (the “Notes”). The Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on a joint and several basis by certain of the subsidiaries of the Company listed on Schedule 3 hereto (the “Guarantors”). The Securities will be issued pursuant to an Indenture to be dated as of April 30, 2009 (the “Base Indenture”) between the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”) as supplemented by a Supplemental Indenture thereto, to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company,
CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTYConsent, Agreement • April 29th, 2009 • Jarden Corp • Wholesale-miscellaneous nondurable goods
Each of the undersigned Guarantors hereby consents to the terms of the foregoing Eleventh Amendment and agrees that the terms of the Eleventh 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 Eleventh 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 Eleventh 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.
AMENDMENT NO. 11 TO CREDIT AGREEMENTCredit Agreement • April 29th, 2009 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO. 11 TO CREDIT AGREEMENT, dated as of April 24, 2009 (this “Eleventh Amendment”), among JARDEN CORPORATION, a Delaware corporation (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (as defined below), on behalf of each Lender executing a Lender Consent (as defined below), as Foreign Currency Fronting Lender and as Swing Line Lender, the L/C Issuers party thereto and CITICORP USA, INC., as Syndication Agent (as defined below), amends certain provisions of the CREDIT AGREEMENT, dated as of January 24, 2005 (as amended, supplemented, restated and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and the L/C Issuers party thereto from time to time, DBNY, 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
