THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 17, 2012 among JARDEN RECEIVABLES, LLC, as Borrower, JARDEN CORPORATION, as initial Servicer, SUNTRUST BANK, as a Lender, PNC BANK, NATIONAL ASSOCIATION, as a Lender, WELLS FARGO BANK,...Loan Agreement • February 24th, 2012 • Jarden Corp • Wholesale-miscellaneous nondurable goods
and amends and restates in its entirety that certain Second Amended and Restated Loan Agreement dated as of July 29, 2010, among the parties hereto (as amended prior to the date hereof, collectively, the “Existing Agreement”).
AMENDMENT NO 1. TO CREDIT AGREEMENT Dated as of February 24, 2012 among JARDEN CORPORATION, as the US Borrower, JARDEN LUX HOLDINGS S.à r.l., JARDEN LUX S.à r.l. and JARDEN LUX FINCO S.à r.l., collectively, as the Luxembourg Borrower, BARCLAYS BANK...Credit Agreement • February 24th, 2012 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 24, 2012 (this “Amendment”), among JARDEN CORPORATION, a Delaware corporation (the “US Borrower”), JARDEN LUX HOLDINGS S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 560A, rue de Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 152.067, having a share capital of EUR 35,000, JARDEN LUX S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 560A, rue de Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 152.079, having a share capital of EUR 17,500 and JARDEN LUX FINCO S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of
PNC LENDER NOTEJarden Corp • February 24th, 2012 • Wholesale-miscellaneous nondurable goods
FOR VALUE RECEIVED, JARDEN RECEIVABLES, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to PNC BANK, NATIONAL ASSOCIATION (“PNC”), 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 PNC) made by PNC pursuant to that certain Second Amended and Restated Loan Agreement, dated as of July 29, 2010 (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, SunTrust Bank, as a Lender, PNC, Wells Fargo Bank, National Association, as a Lender, and SunTrust Robinson Humphrey, Inc., as Administrator.
SUNTRUST BANK LENDER NOTEJarden Corp • February 24th, 2012 • Wholesale-miscellaneous nondurable goods
FOR VALUE RECEIVED, JARDEN RECEIVABLES, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to SUNTRUST BANK (“SunTrust Bank”), 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 SunTrust Bank) made by SunTrust Bank pursuant to that certain Second Amended and Restated Loan Agreement, dated as of July 29, 2010 (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, SunTrust Bank, PNC Bank, National Association, as a Lender, Wells Fargo Bank, National Association, as a Lender, and SunTrust Robinson Humphrey, Inc., as Administrator.
AMENDED AND RESTATED WELLS FARGO LENDER NOTEJarden Corp • February 24th, 2012 • Wholesale-miscellaneous nondurable goods
FOR VALUE RECEIVED, JARDEN RECEIVABLES, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), 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 Wells Fargo) made by Wells Fargo pursuant to that certain Second Amended and Restated Loan Agreement, dated as of July 29, 2010 (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, SunTrust Bank, as a Lender, PNC Bank, National Association, as a Lender, Wells Fargo and SunTrust Robinson Humphrey, Inc., as Administrator.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENTReceivables Contribution and Sale Agreement • February 24th, 2012 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of February 17, 2012 (the “Amendment”) is made pursuant to that certain Second Amended and Restated Receivables Contribution and Sale Agreement dated as of July 29, 2010 (as amended, modified or supplemented from time to time, the “Agreement”), among JARDEN RECEIVABLES, LLC, a Delaware limited liability company, as Buyer (the “Buyer”), BRK BRANDS, INC., a Delaware corporation, THE COLEMAN COMPANY, INC., a Delaware corporation, HEARTHMARK, LLC, a Delaware limited liability company, K-2 CORPORATION, an Indiana corporation, K-2 INTERNATIONAL, INC., an Indiana corporation, LEHIGH CONSUMER PRODUCTS LLC, a Delaware limited liability company, LOEW-CORNELL, LLC, a Delaware limited liability company, MARMOT MOUNTAIN, LLC, a Delaware limited liability company, MIKEN SPORTS, LLC, a Delaware limited liability company, PENN FISHING TACKLE MFG. CO., a Pennsylvania corporation, PURE FISHING, INC.
CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENTConsent, Agreement and Affirmation • February 24th, 2012 • 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 impair or limit 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), as such Obligations may be modified pursuant to the foregoing Amendment, and that such security interests and Liens remain in full force and effect.
