300,000,000 6 1/8% Senior Notes due 2022Jarden Corp • November 8th, 2010 • Wholesale-miscellaneous nondurable goods • New York
Jarden Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to (i) the several parties listed in Schedule 1 hereto (each an “Underwriter” and together, the “Underwriters”), for whom Barclays Capital Inc. (the “Representative”) is acting as representative, $300,000,000 aggregate principal amount of its 6 1/8% Senior Notes due 2022 (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 2 hereto (the “Guarantors”). The Securities will be issued pursuant to a Senior Base Indenture, dated as of April 30, 2009 (the “Senior Base Indenture”), between the Company, and Wells Fargo Bank, National Association, as successor trustee to The Bank of New York Mellon (the “Trustee”), as supplemented by a Third Supplemental Indenture thereto, to be dated as of the Closing Date (as defined herein) (the “Supplemental
AMENDMENT NO. 15 TO CREDIT AGREEMENTCredit Agreement • November 8th, 2010 • Jarden Corp • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO. 15 TO CREDIT AGREEMENT, dated as of November 5, 2010 (this “Fifteenth Amendment”), among JARDEN CORPORATION, a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (as defined below), as the Swing Line Lender and the Foreign Currency Fronting Lender under the Credit Agreement referred to below, and each Lender party hereto, 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, Barclays, 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”), DEUTSCHE BANK AG NEW YORK BRANCH, as syndication agent for the Lenders and the L/C Issuers (in such capacity
CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTYConsent, Agreement • November 8th, 2010 • Jarden Corp • Wholesale-miscellaneous nondurable goods
Each of the undersigned Guarantors hereby consents to the terms of the foregoing Fifteenth Amendment and agrees that the terms of the Fifteenth 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 Fifteenth 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 Fifteenth 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.
