8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported) January 24, 2005
                                                         ----------------


                               Jarden Corporation
                               ------------------
             (Exact name of registrant as specified in its charter)

        Delaware                         0-21052                 35-1828377
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(State or other jurisdiction     (Commission File Number)      (IRS Employer
           of incorporation)                                 Identification No.)


555 Theodore Fremd Avenue, Rye, New York                                10580
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(Address of principal executive offices)                              (Zip Code)

        Registrant's telephone number, including area code (914) 967-9400
                                                           --------------


      --------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





SECTION 1         REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01         Entry into a Material Definitive Agreement
                  ------------------------------------------

NEW CREDIT AGREEMENT

         On January 24, 2005, the Company refinanced its existing senior
indebtedness by entering into a new senior secured credit facility pursuant to
the Credit Agreement, dated as of January 24, 2005 (the "Credit Agreement"),
among the Company, the lenders and letters of credit issuers party thereto,
Canadian Imperial Bank of Commerce ("CIBC"), as administrative agent, Citicorp
USA, Inc., as syndication agent, and Bank of America, N.A., National City Bank
of Indiana and SunTrust Bank, as co-documentation agents.

         The Credit Agreement establishes a commitment to the Company to provide
up to $1,050,000,000 in the aggregate of loans and other financial
accommodations consisting of a senior secured term loan facility in an aggregate
principal amount of $850,000,000 (the "Term Facility") and a senior secured
revolving credit facility in an aggregate principal amount of up to $200,000,000
(the "Revolving Facility" and, together with the Term Facility, the "Senior
Secured Facilities"). The Revolving Facility includes a sublimit of up to an
aggregate amount of $150,000,000 in letters of credit and a sublimit of up to an
aggregate of $35,000,000 in swing line loans. The Company may also make
borrowings in foreign denominations under the Revolving Facility.

         On January 24, 2005, the full amount of the Term Facility was drawn in
a single drawing and applied, among other things, to consummate the acquisition
(the "AHI Acquisition") of American Household, Inc. ("AHI"), repay the Company's
existing indebtedness under its existing senior credit facility, repay certain
existing secured indebtedness of AHI, and pay transaction-related costs and
expenses (the "Debt Financing"). See "Acquisition of American Household, Inc."
in Item 2.01 of this Current Report.

         Payments of principal under the Term Facility are payable quarterly in
accordance with a specified amortization schedule. The final payment of all
amounts outstanding under the Term Facility is due on January 24, 2012;
provided, however, that in the event requisite shareholder approval is not
obtained with respect to the conversion of the Series C Preferred Stock (as
defined below) of the Company to be issued in connection with the Equity
Investment Financing (as defined below), then the Term Facility will mature on
the date that is six and one-half years after the date on which the AHI
Acquisition was consummated.

         Loans under the Revolving Facility were and will be made available on
and after January 24, 2005 and until January 24, 2010.

         Loans under the Senior Secured Facilities will bear interest, at the
option of the Borrower, at one of the following rates:

               o    the Applicable plus the Base Rate, each as defined in the
                    Credit Agreement, payable quarterly in arrears; or


                                       2




               o    the Applicable Margin plus the current LIBOR rate as quoted
                    by CIBC, adjusted for reserve requirements, if any, and
                    subject to customary change of circumstance provisions for
                    interest periods of one, two, three or six months (or, if
                    available to all lenders, nine or twelve months), payable at
                    the end of the relevant interest period, but in any event at
                    least quarterly.

         The Credit Agreement contains certain restrictions on the conduct of
the Company's and its subsidiaries' businesses, including, among other things,
restrictions, generally, on:

         o    creating or suffering liens on the Company's and its subsidiaries'
              assets with permitted exceptions;

         o    making investments with permitted exceptions;

         o    incurring debt with permitted exceptions;

         o    exceeding certain agreed capital expenditures;

         o    paying dividends;

         o    redeeming or prepaying more than a certain amount of subordinated
              debt;

         o    transactions with affiliates; and

         o    certain lease and sale-leaseback transactions.

       The Credit Agreement also requires the Company to maintain the following
financial covenants:

         o    the Company's total leverage ratio as of the end of any
              four-quarter period may not be greater than the ratio set forth
              below opposite such four-quarter period:

              ------------------------------------------------------------------
              Four-Quarter Period Ending:          Maximum Total Leverage Ratio
              ------------------------------------------------------------------
              March 31, 2005
              June 30, 2005                                4.00 to 1.00
              September 30, 2005
              December 31, 2005
              ------------------------------------------------------------------



                                       3




              ------------------------------------------------------------------
              Four-Quarter Period Ending:          Maximum Total Leverage Ratio
              ------------------------------------------------------------------

              March 31, 2006                               3.75 to 1.00
              June 30, 2006
              ------------------------------------------------------------------

              September 30, 2006                           3.50 to 1.00
              December 31, 2006
              ------------------------------------------------------------------

              March 31, 2007
              June 30, 2007                                3.25 to 1.00
              September 30, 2007
              December 31, 2007
              ------------------------------------------------------------------

              March 31, 2008 and each four-quarter         3.00 to 1.00
              period ending thereafter
              ------------------------------------------------------------------

           o    the Company's senior leverage ratio as of the end of any
                four-quarter period may not be greater than the ratio set forth
                below opposite such four-quarter period:

              ------------------------------------------------------------------
              Four-Quarter Period Ending:          Maximum Senior Leverage Ratio
              ------------------------------------------------------------------

              March 31, 2005
              June 30, 2005                                3.25 to 1.00
              September 30, 2005
              December 31, 2005
              ------------------------------------------------------------------

              March 31, 2006                               3.00 to 1.00
              June 30, 2006
              ------------------------------------------------------------------

              September 30, 2006                           2.75 to 1.00
              December 31, 2006
              ------------------------------------------------------------------

              March 31, 2007
              June 30, 2007
              September 30, 2007                           2.50 to 1.00
              December 31, 2007
              ------------------------------------------------------------------

              March 31, 2008 and each four-quarter         2.25 to 1.00
              period ending thereafter
              ------------------------------------------------------------------

              ; and


                                       4




           o    the Company's fixed charge ratio as of the end of any
                four-quarter period may not be greater than the ratio set forth
                below opposite such four-quarter period:


              ------------------------------------------------------------------
              Four-Quarter Period Ending:          Minimum Fixed Charge Ratio
              ------------------------------------------------------------------

              March 31, 2005
              June 30, 2005
              September 30, 2005
              December 31, 2005
              March 31, 2006
              June 30, 2006                               1.75 to 1.00
              September 30, 2006
              December 31, 2006
              March 31, 2007
              June 30, 2007
              September 30, 2007
              December 31, 2007
              ------------------------------------------------------------------

              March 31, 2008 each four-quarter            2.00 to 1.00
              period ending thereafter
              ------------------------------------------------------------------

         The occurrence of certain events or conditions described in the Credit
Agreement (subject to grace periods in certain cases) constitutes an event of
default. If an event of default occurs, the Administrative Agent may, at the
request or consent of the Lenders, among other things, declare the entire
outstanding balance of all monetary obligations under the senior secured
facilities to be immediately due and payable. The events of default include,
among other things:

         o    the Company's failure to pay any principal, interest, obligations
              under letters of credit or other fees on the loans made under the
              Credit Agreement when due;

         o    the Company's failure to make payment on certain other material
              indebtedness or contingent liabilities when due or otherwise
              defaults with respect thereto;

         o    any material judgment or order entered against the Company;

         o    any material inaccuracy in the representations and warranties;

         o    the Company incurs certain specified liabilities under the
              Employee Retirement Income Security Act of 1974, as amended;



                                       5




         o    any of the loan documents under the Credit Agreement cease to be
              in full force and effect;

         o    failure to observe certain covenants under the Credit Agreement
              (including, e.g., the financial covenants);

         o    the failure of the collateral documents to create a lien on the
              collateral;

         o    bankruptcy, insolvency or receivership proceedings with respect to
              the Company; and

         o    a change of control of the Company.

         The Credit Agreement requires that the Company make certain prepayments
of the loans and other credit extensions made thereunder, including the
occurrence of the following events (subject in each case to certain exceptions
contained in the Credit Agreement):

         o    depending on the level of the Company's total leverage ratio at
              the end of each fiscal year, the Company is required to prepay an
              amount of the loans and other credit extensions equal to a certain
              percentage (not to exceed 50%) of the Company's excess cash flow
              at the end of such fiscal year.

         o    the Company is required to prepay an amount of the loans and other
              credit extensions equal to 50% of the net proceeds from certain
              equity issuances by the Company or any of its subsidiaries.

         o    the Company is required to prepay an amount of the loans and other
              credit extensions equal to 100% of the net proceeds from certain
              asset dispositions and certain property damage and losses.

         o    the Company is required to prepay an amount of the loans and other
              credit extensions equal to 100% of the net proceeds from certain
              debt issuances.

         In connection with entering into the Credit Agreement, the following
domestic subsidiaries have agreed to guarantee the Company's obligations under
the Credit Agreement pursuant to a Guaranty dated as of January 24, 2005 (the
"Guaranty"): Alltrista Newco Corporation; Alltrista Plastics Corporation; Jarden
Zinc Products, Inc.; Bicycle Holding, Inc.; Hearthmark, LLC; Jarden Acquisition
I, Inc.; Lehigh Consumer Products Corporation; Loew-Cornell, Inc.; Quoin, LLC;
The United States Playing Card Company; Tilia, Inc.; Tilia Direct, Inc.; Tilia
International, Inc.; USPC Holding, Inc.; American Household, Inc.; Australian
Coleman, Inc.; BRK Brands, Inc.; CC Outlet, Inc.; Coleman International
Holdings, LLC; Coleman Worldwide Corporation; First Alert, Inc.; First
Alert/Powermate, Inc.; Kansas Acquisition Corp.; Laser Acquisition Corp.; Nippon
Coleman, Inc.; SI II, Inc.; Sunbeam



                                       6




Americas Holdings, Limited; Sunbeam Products, Inc.; and, The Coleman Company,
Inc. (collectively, the "Guarantors").

         Pursuant to the Pledge and Security Agreement, dated as of January 24,
2005 (the "Security Agreement"), entered into by the Company and the Guarantors,
all obligations under the Senior Secured Facilities are secured by a security
interest in substantially all of the personal property, whether owned on the
date the Security Agreement was entered into or acquired in the future, of the
Company and the Guarantors, including the pledge by the Company and the
Guarantors generally of 100% of the voting capital stock and other equity
interests in all of their respective domestic subsidiaries and 65% of the voting
capital stock and other equity interests in all of their respective directly
owned non-domestic subsidiaries (in each case, whether existing on the date the
Security Agreement was entered into or acquired thereafter).

         Copies of the Credit Agreement, the Security Agreement and the Guaranty
are attached to this report as Exhibits 10.1 through 10.3 and are incorporated
herein by reference as though fully set forth herein. The foregoing summary
description of the Credit Agreement and the transactions contemplated thereby is
not intended to be complete and is qualified in its entirety by the complete
text of the Credit Agreement, the Security Agreement and the Guaranty.


EMPLOYMENT AGREEMENTS

         Prior to the Company entering into that certain Securities Purchase
Agreement, dated as of September 19, 2004 (the "AHI Purchase Agreement"), with
AHI and the sellers party thereto, and the Purchase Agreement, dated as of
September 19, 2004 (the "Equity Purchase Agreement"), with Warburg Pincus
Private Equity VIII, L.P. ("Warburg Pincus"), the members of the Compensation
Committee considered potential future compensation for senior executives
provided that the AHI Acquisition (see description under "Acquisition of
American Household, Inc." in Item 2.01 of this Current Report) closed and
retained independent consultants to assist with this review; whereupon, based on
the results of its review and conditioned on several factors including (i) full
Board approval, (ii) the closing of the AHI Acquisition, and (iii) the
Compensation Committee finalizing discussions on the proposals with its
independent consultants, the Compensation Committee thereafter concluded that it
would recommend that the Board adopt the compensation arrangements described
below including the increase in salary and award of shares of restricted stock
of the Company ("Restricted Stock") generally having vesting as follows: (i) 50%
vesting when the Company's stock price equals or exceeds 156.25% of the $32
stock price set for the Series B Preferred Stock (as defined below) conversion
price ("Preferred Conversion Price"), and (ii) the remaining Restricted Stock
vesting when the Company's stock price equals or exceeds 200% of the Preferred
Conversion Price. The Preferred Conversion Price was agreed by the Board at its
September 14, 2004 Board meeting to be a slight premium to the average closing
price of the Company's stock during the prior 13 days of September.



                                       7




Martin E. Franklin Employment Agreement
- ---------------------------------------

         On January 24, 2005, in conjunction with the closing of the AHI
Acquisition, the Company entered into a Second Amended and Restated Employment
Agreement ("Employment Agreement") with Martin E. Franklin, the Company's
Chairman and Chief Executive Officer. The Employment Agreement amends and
restates the Amended and Restated Employment Agreement, dated October 1, 2003,
by and between the Company and Mr. Franklin.

         Pursuant to the Employment Agreement, Mr. Franklin's term with the
Company was extended through December 31, 2008. Also pursuant to the Employment
Agreement, (a) Mr. Franklin's annual base salary was increased to $1,840,000,
subject to an annual increase at least equal to the change in Consumer Price
Index, (b) Mr. Franklin will earn a bonus of 50% of his base salary in each year
the Company achieves its budgeted earnings per share target as approved by the
Board of Directors or 100% of his base salary in each year the Company achieves
110% of the Company's earnings per share target, (c) Mr. Franklin is eligible to
receive a performance-based discretionary bonus of up to 100% of his base
salary, to be determined in the discretion of either the Board of Directors or
its Compensation Committee but subject to the approval of the Board director
designated by Warburg Pincus (see description under "Equity Investment
Financing" in Item 2.01 and Item 5.02) in the case of any award in respect of
calendar years 2005 and 2006, and (d) Mr. Franklin will receive an additional
grant of 915,000 shares of Restricted Stock on the terms outlined below.

         The restrictions on the award of Restricted Stock will lapse as
follows: (i) 50% on the date that the stock price of the common stock of the
Company equals or exceeds $50.00 for ten (10) consecutive trading days (measured
on a volume-weighted average price (VWAP) basis) prior to the third anniversary
of the Restricted Stock grant, (ii) 100% on the date that the stock price of the
common stock of the Company equals or exceeds $64.00 for ten (10) consecutive
trading days (measured on a VWAP basis) prior to the fifth anniversary of the
restricted stock grant or (iv) the date there is a Change of Control (as defined
in the Employment Agreement) of the Company and either (a) the Company's stock
price is higher than $32 per share at the time of the Change of Control or (b)
the Board of Directors approves, in its sole discretion, such vesting. If Mr.
Franklin is fired by the Company or leaves voluntarily, he will surrender all
unvested shares of Restricted Stock. The number of shares granted and the target
share price will be adjusted for changes in the common stock as outlined in the
Company's 2003 Stock Incentive Plan or as otherwise mutually agreed in writing
between the parties. In the event that the Company does not have a stock
incentive plan in place on or prior to December 31, 2005 with enough shares to
issue to the senior executives, the Company shall grant to the executives such
number of shares of Restricted Stock that are available under the Company's
stock incentive plans, and in lieu of any shares of Restricted Stock not granted
(the "Remaining Stock"), executives shall receive a mutually acceptable
compensation package having a value equivalent to the value of the shares of
Remaining Stock not issued to such executive as determined in good faith by the
Compensation Committee or Board of Directors. The terms of the Restricted Stock
will be set forth in a restricted stock award agreement.



                                       8



         A copy of the Employment Agreement is attached to this report as
Exhibit 10.4 and is incorporated herein by reference as though fully set forth
herein. The foregoing summary description of the Employment Agreement is not
intended to be complete and is qualified in its entirety by the complete text of
the Employment Agreement.

Ian G.H. Ashken Employment Agreement
- ------------------------------------

         On January 24, 2005, in conjunction with the closing of the AHI
Acquisition, the Company entered into a Second Amended and Restated Employment
Agreement ("Employment Agreement") with Ian G.H. Ashken, the Company's Vice
Chairman, Chief Financial Officer and Secretary. The Employment Agreement amends
and restates the Amended and Restated Employment Agreement, dated October 1,
2003, by and between the Company and Mr. Ashken.

         Pursuant to the Employment Agreement, Mr. Ashken's term with the
Company was extended through December 31, 2008. Also pursuant to the Employment
Agreement, (a) Mr. Ashken's annual base salary was increased to $850,000,
subject to an annual increase at least equal to the change in Consumer Price
Index, (b) Mr. Ashken will earn a bonus of 50% of his base salary in each year
the Company achieves its budgeted earnings per share target as approved by the
Board of Directors or 100% of his base salary in each year the Company achieves
110% of the Company's earnings per share target, (c) Mr. Ashken is eligible to
receive a performance-based discretionary bonus of up to 100% of his base
salary, to be determined in the discretion of either the Board of Directors or
its Compensation Committee but subject to the approval of the Warburg Pincus
designated director in the case of any award in respect of calendar years 2005
and 2006, and (d) Mr. Ashken will receive an additional grant of 380,000 shares
of Restricted Stock of the Company upon the closing of the AHI Acquisition.

         The restrictions on the award of Restricted Stock will lapse in the
same manner as the shares of Restricted Stock granted to Mr. Franklin (described
above) and the number of shares granted and the target share price will also be
adjusted in the same manner. The terms of the Restricted Stock will be set forth
in a restricted stock award agreement.

         A copy of the Employment Agreement is attached to this report as
Exhibit 10.5 and is incorporated herein by reference as though fully set forth
herein. The foregoing summary description of the Employment Agreement is not
intended to be complete and is qualified in its entirety by the complete text of
the Employment Agreement.

James E. Lillie Employment Agreement
- ------------------------------------

         On January 24, 2005, in conjunction with the closing of the AHI
Acquisition, the Company entered into an Amended and Restated Employment
Agreement ("Employment Agreement") with James E. Lillie, the Company's Chief
Operating Officer. The Employment Agreement amends the Employment Agreement,
dated August 4, 2003, by and between the Company and Mr. Lillie.



                                       9



         Pursuant to the Employment Agreement, (a) Mr. Lillie's annual base
salary was increased to $600,000, subject to an annual increase at least equal
to the change in Consumer Price Index, (b) Mr. Lillie will earn a bonus of 50%
of his base salary in each year the Company achieves its EBITDA and budgeted
earnings per share target as approved by the Board of Directors or 100% of his
base salary in each year the Company achieves 110% of the Company's EBITDA and
earnings per share target, (c) Mr. Lillie is eligible to receive a
performance-based discretionary bonus of up to 50% of his base salary, to be
determined in the discretion of either the Board of Directors or its
Compensation Committee but subject to the approval of the Warburg Pincus
designated director in the case of any award in respect of calendar years 2005
and 2006, and (d) Mr. Lillie will receive an additional grant of 145,000 shares
of Restricted Stock of the Company upon the closing of the AHI Acquisition.

         The restrictions on the award of Restricted Stock will lapse in the
same manner as the shares of Restricted Stock granted to Mr. Franklin (described
above) and the number of shares granted and the target share price will also be
adjusted in the same manner. The terms of the Restricted Stock will be set forth
in a restricted stock award agreement.

         A copy of the Employment Agreement is attached to this report as
Exhibits 10.6 and is incorporated herein by reference as though fully set forth
herein. The foregoing summary description of the Employment Agreement is not
intended to be complete and is qualified in its entirety by the complete text of
the Employment Agreement.

New Compensation Arrangements
- -----------------------------

         In accordance with the terms of the Employment Agreement between the
Company and Desiree DeStefano, dated May 4, 2004, Ms. DeStefano was appointed
Executive Vice President of Finance of the Company effective January 24, 2005,
the date of the closing of the AHI Acquisition. Also, effective January 1, 2005,
(a) Ms. DeStefano's base salary was increased to $325,000 and (b) the target
thresholds for Ms. DeStefano's bonus was increased so that Ms. DeStefano will
earn a bonus of 40% of her base salary in each year the Company achieves its
budgeted earnings per share target as approved by the Board of Directors or 80%
of her base salary in each year the Company achieves earnings per share 10%
higher than budget. A copy of Ms. DeStefano's Employment Agreement was
previously filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 2004, filed with the Commission on May 7, 2004.

         In accordance with the terms of the Employment Agreement between the
Company and J. David Tolbert, dated January 1, 2002, Mr. Tolbert was appointed
Senior Vice President, Human Resources and Risk Management of the Company
effective January 24, 2005, the date of the closing of the AHI Acquisition.
Also, effective January 1, 2005, (a) Mr. Tolbert's base salary was increased to
$225,000 and (b) the target thresholds for Mr. Tolbert's bonus was increased so
that Mr. Tolbert will earn a bonus of 35% of his base salary in each year the
Company achieves its budgeted earnings per share target as approved by the Board
of Directors or 70% of his base salary in each year the Company achieves
earnings per share 10% higher than budget. A copy of



                                       10



Mr. Tolbert's Employment Agreement was previously filed as Exhibit 10.36 to the
Company's Annual Report on Form 10-K/A, filed with the Commission on October 17,
2002.


SECTION 2         FINANCIAL INFORMATION

Item 2.01         Completion of Acquisition or Disposition of Assets
                  --------------------------------------------------

ACQUISITION OF AMERICAN HOUSEHOLD, INC.

         On January 24, 2005, the Company acquired American Household, Inc.
("AHI"), a leading global consumer products company that designs, manufactures,
and markets, a diverse portfolio of consumer products. Through its subsidiaries,
AHI produces a diverse array of products including blenders, camping stoves,
coffeemakers, coolers, irons, lanterns, scales, sleeping bags, smoke alarms,
tents and toasters under the well-known brand names BRK(R), Campingaz(R),
Coleman(R), First Alert(R), Health o meter(R), Mr. Coffee(R), Oster(R), and
Sunbeam(R).

         Pursuant to the terms of a Securities Purchase Agreement (the "AHI
Purchase Agreement"), dated September 19, 2004, the Company acquired AHI for a
total cost of approximately $875,000,000 including $745,000,000 of cash for the
equity, less seller expenses of approximately $6,000,000, the repayment of
approximately $106,000,000 of debt, and the payment of approximately $30,000,000
of transaction expenses and related severance costs.

         The Company initially entered into the AHI Purchase Agreement with AHI
and Morgan Stanley Senior Funding, Inc., Wachovia Bank National Association,
Banc of America Strategic Solutions, Inc., Jerry W. Levin, 1st Trust & Co. FBO,
Jerry W. Levin, Rollover, 1st Trust & Co. FBO, Jerry W. Levin, IRA SEP and Abby
L. Levin Trust, which sellers held a majority of the outstanding common stock of
AHI. There is no material relationship, other than in respect of the AHI
Acquisition, between AHI and these sellers, on the one hand, and the Company or
any of its affiliates, or any director or officer of the Company, or any
associate of any such director or officer, on the other hand. Between the
signing of the AHI Purchase Agreement and the closing of the AHI Acquisition,
any AHI stockholder who was not already a party to the Securities Purchase
Agreement was allowed to become a party thereto and to sell such person's shares
of AHI common stock at the closing by executing a separate joinder agreement
that will add such person as a party to the AHI Purchase Agreement.

         At the closing, the Sellers delivered to the Company, in exchange for
the acquisition consideration therefor, securities representing 99.5% of the
issued and outstanding shares of common stock of AHI. Following the closing of
the AHI Acquisition, on January 24, 2005, the Company caused a wholly-owned
subsidiary of the Company to be merged with and into AHI. Subject to applicable
appraisal rights, any stockholders of AHI who had not previously sold their
shares of common stock at the closing had their shares of AHI common stock
cancelled in the merger and will receive the consideration that they would have
been entitled to receive had they sold their shares of common stock at the
closing of the AHI Acquisition.



                                       11



         The AHI Acquisition was financed at closing with the combination of (i)
the Cash Proceeds (as defined below) received upon the closing of the Equity
Investment Financing (as defined below) (see description under the heading
"Equity Investment Financing" of this Item 2.01), (ii) funds borrowed upon the
closing of the Debt Financing (see descriptions under the heading "New Credit
Agreement" in Item 1.01 of this Current Report), and (iii) cash on hand.

         A copy of the AHI Purchase Agreement was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K, Date of Event - September 19, 2004, filed
with the Commission on September 23, 2004 (the "September 2004 Form 8-K"), and
is incorporated herein by reference as though fully set forth herein. The
foregoing summary description of the AHI Acquisition is not intended to be
complete and is qualified in its entirety by the complete text of the AHI
Purchase Agreement.

EQUITY INVESTMENT FINANCING

         On January 24, 2005, in connection with the AHI Acquisition, and in
accordance with the terms of the Escrow Agreement, dated October 8, 2004 (the
"Escrow Agreement"), with National City Bank, as escrow agent, the Cash Proceeds
(as defined below) were released from escrow for use in consummating the AHI
Acquisition and the Securities (as defined below) were issued and released from
escrow and delivered to Warburg Pincus and Catterton (as defined below).
Accordingly, on January 24, 2005, Warburg Pincus and Catterton purchased for a
total purchase price of $350,000,000 (the "Cash Proceeds"):

              o   128,571 shares of a new class of preferred stock, Series B
                  Convertible Participating Preferred Stock, par value $.01 per
                  share (the "Series B Preferred Stock" or "Series B Preferred
                  Shares"), at a price of $1,000.00 per share;

              o   200,000 shares of a new class of preferred stock, Series C
                  Mandatory Convertible Participating Preferred Stock, par value
                  $.01 per share (the "Series C Preferred Stock" or "Series C
                  Preferred Shares" and, together with the Series B Preferred
                  Stock, the "Preferred Stock" or "Preferred Shares"), at a
                  price of $1,000.00 per share; and

              o   714,286 shares of the Company's common stock, par value $.01
                  per share (the "Common Stock" or "Common Shares" and, together
                  with the Preferred Stock, the "Securities"), at a price of
                  $30.00 per share.

The purchase and sale of the Securities for the Cash Proceeds pursuant to the
terms of the Equity Purchase Agreement and the Escrow Agreement is referred to
herein as the "Equity Investment Financing".

         On October 8, 2004, the Company entered into an Assignment and Joinder
Agreement (the "Assignment Agreement") with Catterton Partners V, L.P., and
several of its affiliates


                                       12




(collectively, "Catterton"), and Warburg Pincus and several of its affiliates.
Pursuant to the Assignment Agreement, Warburg Pincus assigned its right under
the Equity Purchase Agreement to purchase an aggregate of 18,367 shares, 28,571
shares and 102,041 shares of Series B Shares, Series C Shares and Common Stock,
respectively (the "Assigned Shares"), to Catterton (to be allocated among the
Catterton entities on the pro rata basis set forth therein) with Catterton to
purchase these securities from the Company at the same price per share that
Warburg Pincus agreed to pay for such shares, and Catterton assumed the same
obligations with respect to the Assigned Shares that it would have had if it
were a party to the Equity Purchase Agreement.

         The Equity Purchase Agreement was filed as Exhibit 10.2 to the
September 2004 Form 8-K. The other material terms of the Equity Purchase
Agreement were also previously disclosed in the September 2004 Form 8-K under
the heading "Equity Investment Financing" in Item 1.01 thereof and such
description is incorporated by reference as though fully set forth herein.

         In connection with the consummation of the Equity Investment Financing,
the Company has filed (i) a Certificate of Designations, Preferences and Rights
of Series B Convertible Participating Preferred Stock of Jarden Corporation and
a Certificate of Correction thereto (collectively, the "Series B Certificate of
Designations") and (ii) a Certificate of Designations, Preferences and Rights of
Series C Mandatory Convertible Participating Preferred Stock of Jarden
Corporation and a Certificate of Correction thereto (collectively, the "Series C
Certificate of Designations"). The Series B Certificate of Designations and
Series C Certificate of Designations are in substantially the same forms as the
forms of such certificates of designations that were filed as Exhibits 10.3 and
10.4 to the September 2004 Form 8-K. The Series B Shares, Series C Shares,
Series B Certificate of Designations and Series C Certificate of Designations
were also previously disclosed under the heading "Equity Investment Financing"
in Item 1.01 of the September 2004 Form 8-K, and such descriptions are
incorporated by reference as though fully set forth herein.

         Copies of the Series B Certificate of Designations, the Series C
Certificate of Designations are attached to this report as Exhibits 3.1 and 3.2,
respectively, and are incorporated herein by reference as though fully set forth
herein. The foregoing summary description of the Equity Investment Financing is
not intended to be complete and is qualified in its entirety by the complete
texts of the Equity Purchase Agreement, the Series B Certificate of Designations
and the Series C Certificate of Designations.






                                       13




Item 2.03         Creation of a Direct Financial Obligation or an Obligation
                  ----------------------------------------------------------
                  under an Off-Balance Sheet Arrangement of Registrant
                  ----------------------------------------------------

         The information provided under the headings "Amendments to Employment
Agreements" in Item 1.01 and "Equity Investment Financing" in Item 2.01 of this
Current Report is incorporated herein by reference.

SECTION 3         SECURITIES AND TRADING MARKETS

Item 3.02         Unregistered Sales of Equity Securities
                  ---------------------------------------

         As described in Item 2.01 of this Current Report on Form 8-K, on
January 24, 2005, the Company issued and released from escrow: (i) 128,571
shares of its Series B Preferred Stock; (ii) 200,000 shares of its Series C
Preferred Stock; and (iii) 714,286 shares of its Common Stock to Warburg Pincus
and Catterton. See description under the heading "Equity Investment Financing"
in Item 2.01 of this Current Report, which is incorporated herein by reference.
The Cash Proceeds from the sale of the Securities were used to finance the AHI
Acquisition. See description under the heading "Acquisition of American
Household, Inc." in Item 2.01 of this Current Report, which is incorporated
herein by reference. The Securities were issued pursuant to an exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act") and/or Regulation D promulgated under the Securities Act.
Each purchaser of the Securities represented to the Company that such entity is
an accredited investor as defined in Rule 501(a) of the Securities Act and that
the Securities were acquired for investment.

Item 3.03         Material Modifications to Rights of Security Holders
                  ----------------------------------------------------

         The rights of the holders of Common Stock have been limited by the
issuances of Series B Preferred Stock and the Series C Preferred Stock in
connection with the Equity Investment Financing. Each of the Series B Preferred
Stock and Series C Preferred Stock, with respect to payment of dividends,
redemption payments, rights upon liquidation, dissolution or winding up of the
affairs of the Company, ranks senior and prior to the Common Stock. If the
Company, among other things, fails to pay dividends to the holders Series B
shares or Series C shares in accordance with the Series B Certificate of
Designations or Series C Certificate of Designations, respectively, then the
Company will not be permitted to make any dividend payments or other
distributions to holders of junior securities, including the Common Stock.













                                       14




SECTION 5         CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02         Departure of Directors or Principal Officers; Election of
                  ---------------------------------------------------------
                  Directors; Appointment of Principal Officers
                  --------------------------------------------

         In connection with the Equity Purchase Agreement, effective as of
January 24, 2005, the Company's Board of Directors has appointed Charles R. Kaye
as a member of the Company's Board of Directors, and agreed to cause its
Nominating and Policies Committee to recommend that the Board nominate Mr. Kaye
as a director for election by the Company's stockholders at each annual meeting
of stockholder's of the Company at which his term expires, for so long as
Warburg Pincus owns at least one-third of the Series B Shares initially
purchased (on an as converted basis). See description under the heading "Equity
Investment Financing" in Item 2.01 of this Current Report. Mr. Kaye will serve
as a Class II Director along with Ian G.H. Ashken and Richard L. Molen. The
Class II Directors' current term expires at the 2007 annual meeting of
stockholders of the Company. There are no relationships between Mr. Kaye and the
Company other than those stemming from the Equity Purchase Agreement and the
transactions contemplated thereby.

         Charles R. Kaye is Co-President of Warburg Pincus LLC, which he joined
in 1986. He is jointly responsible for the management of the firm, including the
formulation of strategy, oversight of investment policy and decisions,
leadership of the firm's executive management group and the coordination of
limited partner communications.

         Mr. Kaye spent his early years at the firm working in a variety of
industry sector groups, including consumer, retail, industrial, and technology.
In 1994, he moved to Hong Kong to launch and establish Warburg Pincus'
operations in Asia, where the firm today is recognized as one of the leading
private equity investors in the region. Upon his return to New York in 1999, Mr.
Kaye led the firm's healthcare and life sciences group.

         Mr. Kaye, who graduated with honors in economics from the University of
Texas, is a member of the Trilateral Commission and the Council on Foreign
Relations and is a director of The Asia Society, The US India Business Council,
The United Nations Association and Jarden Corporation.












                                       15



Item 5.03         Amendments to Articles of Incorporation or Bylaws; Change in
                  ------------------------------------------------------------
                  Fiscal Year
                  -----------

         In connection with the consummation of the Equity Investment Financing,
the Company has filed the Series B Certificate of Designations and the Series C
Certificate of Designations (see description under the heading "Equity
Investment Financing" in Item 2.01 of this Current Report).

SECTION 8         OTHER EVENTS

Item 8.01         Other Events
                  ------------

         Jarden Corporation will be hosting a web cast on February 1, 2005 at
11:00 a.m. (EST) to discuss the AHI Acquisition, the Sunbeam and Coleman
businesses, financial and other information concerning Jarden and the strategy
for our businesses going forward. Investors may access the web cast at
http://www.jarden.com, and it will be archived until February 28, 2005. A copy
of the press release announcing the web cast is attached to this report as
Exhibit 99.1.

SECTION 9         FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.        Financial Statements and Exhibits
                  ---------------------------------

                  (a) Financial Statements of the Business Acquired.

         The audited consolidated balance sheets of AHI as of December 31, 2003
and December 31, 2004, and the audited consolidated statements of income and
cash flows for the three years ended December 31, 2004, will be filed as an
amendment to this report within 71 days of the filing hereof as permitted by
Item 9 of Form 8-K.


                  (b) Pro Forma Financial Information.

         Unaudited pro forma condensed consolidated statement of operations for
the years ended December 31, 2003 and December 31, 2004 of the Company that
gives effect to the AHI Acquisition as if it had occurred on January 1, 2003
will be filed as an amendment to this report within 71 days of the filing hereof
as permitted by Item 9 of Form 8-K.

                  (c) Exhibits.

         The following Exhibits are filed herewith as part of this report:

Exhibit       Description
- -------       -----------

3.1           Certificate of Designations, Preferences and Rights of Series B
              Convertible Participating Preferred Stock of Jarden Corporation
              and the Certificate of Correction thereto.



                                       16



Exhibit       Description
- -------       -----------

3.2           Certificate of Designations, Preferences and Rights of Series C
              Mandatory Convertible Participating Preferred Stock of Jarden
              Corporation and the Certificate of Correction thereto.

10.1          Credit Agreement, dated as of January 24, 2005, among Jarden
              Corporation, as the borrower, Canadian Imperial Bank of Commerce,
              as administrative agent, Citicorp USA, Inc., as syndication agent,
              and Bank of America, N.A., National City Bank of Indiana and
              SunTrust Bank, as co-documentation agents, and Citigroup Global
              Markets Inc. and CIBC World Markets Corp., as joint-lead arrangers
              and joint book-running managers, and the lenders and letters of
              credit issuers parties thereto.

10.2          Pledge and Security Agreement, dated as of January 24, 2005, by
              and among Jarden Corporation and the several subsidiary grantors
              signatories thereto.

10.3          Guaranty, dated as of January 24, 2005, of the several subsidiary
              guarantors signatories thereto.

10.4          Second Amended and Restated Employment Agreement, dated as of
              January 24, 2005, between the Company and Martin E. Franklin.

10.5          Second Amended and Restated Employment Agreement, dated as of
              January 24, 2005, between the Company and Ian G.H. Ashken.

10.6          Amended and Restated Employment Agreement, dated as of January 24,
              2005, between the Company and James E. Lillie.

10.7          Securities Purchase Agreement, dated as of September 19, 2004, by
              and among American Household, Inc., Jarden Corporation, Morgan
              Stanley Senior Funding, Inc., Wachovia Bank National Association,
              Banc of America Strategic Solutions, Inc., Jerry W. Levin, 1st
              Trust & Co. FBO, Jerry W. Levin, Rollover, 1st Trust & Co. FBO,
              Jerry W. Levin, IRA SEP and Abby L. Levin Trust (filed as Exhibit
              10.1 to the Company's Current Report on Form 8-K, filed with the
              Commission on September 23, 2004, and incorporated herein by
              reference).

10.8          Purchase Agreement, dated as of September 19, 2004, between
              Jarden Corporation and Warburg Pincus Private Equity VIII,
              L.P. (filed as Exhibit 10.2 to the Company's Current Report
              on Form 8-K, filed with the Commission on September 23,
              2004, and incorporated herein by reference).

99.1          Press release, dated January 24, 2005, of Jarden Corporation.




                                       17




                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


Dated: January 27, 2005

                                     JARDEN CORPORATION


                                 By: /s/ Desiree DeStefano
                                     -----------------------------------
                                     Name: Desiree DeStefano
                                     Title: Executive Vice President of Finance

















                                       18

EX-3.1

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
        AND RIGHTS OF SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION


                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

         The undersigned, pursuant to the provisions of Sections 103 and 151 of
the General Corporation Law of the State of Delaware, do hereby certify that,
pursuant to the authority expressly vested in the Board of Directors of Jarden
Corporation, a Delaware corporation (the "CORPORATION"), by the Corporation's
Certificate of Incorporation, the Board of Directors has duly provided for the
issuance of and created a series of Preferred Stock of the Corporation, par
value $0.01 per share (the "PREFERRED STOCK"), and in order to fix the
designation and amount and the voting powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of a series of Preferred Stock,
has duly adopted this Certificate of Designations, Preferences and Rights of
Preferred Stock (the "CERTIFICATE").

         Each share of such series of Preferred Stock shall rank equally in all
respects and shall be subject to the following provisions:

         1. NUMBER OF SHARES AND DESIGNATION. 500,000 shares of Preferred Stock
of the Corporation shall constitute a series of Preferred Stock designated as
Series B Convertible Participating Preferred Stock (the "SERIES B PREFERRED
STOCK"). The number of shares of Series B Preferred Stock may be increased (to
the extent of the Corporation's authorized and unissued Preferred Stock) or
decreased (but not below sum of the number of shares of Series B Preferred Stock
then outstanding and the number of shares of Series B Preferred Stock issuable
upon conversion of all then-outstanding shares of Series C Mandatory Convertible
Participating Preferred Stock (the "SERIES C PREFERRED STOCK")) by further
resolution duly adopted by the Board of Directors and the filing of a
certificate of increase or decrease, as the case may be, with the Secretary of
State of Delaware.

         2. RANK. The Series B Preferred Stock shall, with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise (i) rank senior and prior to
the Common Stock, and each other class or series of equity securities of the
Corporation, whether currently issued or issued in the future, that by its terms
ranks junior to the Series B Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities, including the Common Stock, are collectively referred to herein as
the "JUNIOR SECURITIES"), (ii) rank on a parity with each other class or series
of equity securities of the Corporation, whether currently issued or issued in
the future, that does not by its terms expressly provide that it ranks senior to
or junior to the Series B Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities are collectively referred to herein as the "PARITY SECURITIES"), and
(iii)



rank junior to each other class or series of equity securities of the
Corporation, whether currently issued or issued in the future, that by its terms
ranks senior to the Series B Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities are collectively referred to herein as the "SENIOR SECURITIES"). The
respective definitions of Junior Securities, Parity Securities and Senior
Securities shall also include any rights or options exercisable or exchangeable
for or convertible into any of the Junior Securities, Parity Securities or
Senior Securities, as the case may be. Shares of Series C Preferred Stock issued
in accordance with the terms of the Purchase Agreement are Parity Securities. At
the date of the initial issuance of the Series B Preferred Stock there will be
no Parity Securities other than the Series C Preferred Stock and no Senior
Securities authorized or outstanding.

         3. DIVIDENDS.

         (a) The holders of shares of Series B Preferred Stock shall be entitled
to receive out of funds legally available for the payment of dividends,
dividends on the terms described below:

               (i) Holders of shares of Series B Preferred Stock shall be
         entitled to participate equally and ratably with the holders of shares
         of Common Stock and holders of shares of Series C Preferred Stock in
         all dividends and distributions paid (whether in the form of cash,
         stock or otherwise, and including any dividend or distribution of
         shares of stock or other equity of any Person other than the
         Corporation, evidences of indebtedness of any Person including without
         limitation the Corporation or any Subsidiary and any other assets) on
         the shares of Common Stock as if immediately prior to each record date
         for the Common Stock, shares of Series B Preferred Stock then
         outstanding were converted into shares of Common Stock (in the manner
         described in Section 7 without regard to any limitations contained
         therein); provided, however, that the holders of shares of Series B
         Preferred Stock shall not be entitled to participate in any such
         dividend or distribution if an adjustment to the Conversion Price shall
         be required with respect to such dividend or distribution pursuant to
         Section 7(c) hereof and a similar adjustment is made with respect to
         the Series C Preferred Stock;

               (ii) In addition to any dividends paid pursuant to Section
         3(a)(i), in respect of each three-month period beginning with the
         three-month period ending January 8, 2010, the Corporation shall pay,
         when and as declared by the Board of Directors, out of funds legally
         available therefor a quarterly cash dividend on each share of Series B
         Preferred Stock at an annual rate, subject to clause (iii) below, equal
         to 4.00% of the Base Liquidation Value then in effect (such rate, the
         "DIVIDEND RATE");

               (iii) If the Corporation shall have failed to pay (in whole or in
         part) any dividend contemplated by Section 3(a)(ii) hereof, the
         Dividend Rate referred to in Section 3(a)(ii) above shall be increased
         to 10.00% of the Base Liquidation Value then in effect, beginning on
         the first day of the Dividend Period (as defined below) after the
         Dividend Period with respect to which the failure to pay (in whole or
         in part) dividends relates and continuing thereafter until the first
         day of the Dividend Period succeeding the Dividend Period as of which
         all dividends contemplated by Section 3(a)(ii) and this Section
         3(a)(iii) have been paid in full; and

                                       2


               (iv) Dividends payable pursuant to Section 3(a)(i) shall be
         payable on the same date that such dividends are payable to holders of
         shares of Common Stock, and no dividends shall be payable to holders of
         shares of Common Stock unless dividends contemplated by Section 3(a)(i)
         are also paid at the same time in respect of the Series B Preferred
         Stock. Dividends payable pursuant to Section 3(a)(ii) shall be payable
         quarterly in arrears on January 8, April 8, July 8 and October 8 of
         each year with the first payment to be made on January 8, 2010 (unless
         such day is not a Business Day (as defined below), in which event such
         dividends shall be payable on the next succeeding Business Day) (each
         such payment date being a "DIVIDEND PAYMENT DATE" and the period from
         the fifth anniversary of the Initial Funding Date until the first
         Dividend Payment Date and each such quarterly period thereafter being a
         "DIVIDEND PERIOD"). The amount of dividends payable on any shares of
         the Series B Preferred Stock for any period in which such shares are
         outstanding that is shorter or longer than a full Dividend Period,
         shall be computed on the basis of a 360-day year of twelve 30-day
         months. As used herein, the term "BUSINESS DAY" means any day except a
         Saturday, Sunday or day on which banking institutions are legally
         authorized to close in the City of New York.

         (b) Dividends on the Series B Preferred Stock provided for in Section
3(a)(ii) and Section 3(a)(iii) shall be cumulative and shall accrue on a daily
basis whether or not declared and whether or not in any fiscal year there shall
be funds legally available therefor, so that if in any Dividend Period,
dividends contemplated by Section 3(a)(ii) and Section 3(a)(iii) in whole or in
part are not paid upon the Series B Preferred Stock, unpaid dividends shall
accumulate as against the holders of Parity Securities and Junior Securities.

         (c) Each dividend shall be payable to the holders of record of shares
of Series B Preferred Stock as they appear on the stock records of the
Corporation at the close of business on such record dates (each, a "DIVIDEND
PAYMENT RECORD DATE"), which (i) with respect to dividends payable pursuant to
Section 3(a)(i), shall be the same day as the record date for the payment of
dividends to the holders of shares of Common Stock and, (ii) with respect to
dividends payable pursuant to Section 3(a)(ii), shall be not more than 30 days
nor less than 10 days preceding the applicable Dividend Payment Date.

         (d) From and after the time, if any, that (x) a holder of any shares of
Series B Preferred Stock has delivered notice to the Corporation pursuant to
Section 6(a) of its intention to exercise its redemption rights under Section 5,
or (y) the Corporation shall have failed to pay any dividend contemplated by
Section 3(a) hereof, (a) no dividends shall be declared or paid or set apart for
payment, or other distribution declared or made, upon any Junior Securities, nor
shall any Junior Securities be redeemed, purchased or otherwise acquired (other
than a redemption, purchase or other acquisition of shares of Common Stock made
for purposes of any employee or director incentive or benefit plans or
arrangements of the Corporation or any subsidiary of the Corporation or the
payment of cash in lieu of fractional shares in connection therewith) for any
consideration (nor shall any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such Junior Securities) by the
Corporation, directly or indirectly (except by conversion into or exchange for
Junior Securities or the payment of cash in lieu of fractional shares in
connection therewith) and (b) the Corporation shall not, directly or indirectly,
make any payment on account of any purchase, redemption, retirement or other
acquisition of any Parity Securities (other than redemption of shares of Series
C Preferred Stock

                                       3


on a pro rata basis with shares of Series B Preferred Stock, and other than for
consideration payable solely in Junior Securities or the payment of cash in lieu
of fractional shares in connection therewith) until, in the event of clause (x),
no shares of Series B Preferred Stock remain outstanding, and in event of clause
(y), all such dividends have been paid in full.

         4. LIQUIDATION PREFERENCE.

         (a) "BASE LIQUIDATION VALUE" means (x) $1,000.00 per share (the
"ORIGINAL LIQUIDATION VALUE"), which amount shall thereafter accrete daily at
the annual rate of 3.50%, compounded annually, computed on the basis of a
360-day year of twelve 30-day months from the Initial Funding Date through but
not including the fifth anniversary of the Initial Funding Date plus (y) any
accrued but unpaid dividends thereon; provided, however, that for purposes of
determining the Base Liquidation Value of any shares of Series B Preferred Stock
issued after the date on which shares of Series B Preferred Stock were first
issued (the "INITIAL ISSUANCE DATE") as a result of the mandatory conversion of
the Series C Preferred Stock, such accretion shall commence from the date of
issuance of such shares. As used herein, "accrued" dividends means dividends
declared or contemplated to be declared or paid pursuant to Section 3 hereof on
the Preferred Stock, but not yet paid.

         (b) "LIQUIDATION VALUE" means (1) in the event of a Change in Control
prior to the fifth anniversary of the Initial Funding Date providing for the
payment of an amount per share of Common Stock below the applicable Change in
Control Threshold Price, the amount by which the Original Liquidation Value
would have otherwise equaled had it accreted at the annual rate of 10.00%,
compounded annually, computed on the basis of a 360-year of twelve 30-day months
from the Initial Funding Date through but not including the date of consummation
of the Change in Control plus any declared but unpaid dividends on the Common
Stock that, if paid prior to the Change in Control, would be payable to holders
of shares of Series B Preferred Stock pursuant to Section 3(a)(i) hereof (less,
in the case of any shares of Series B Preferred Stock issued after the Initial
Issuance Date as a result of the mandatory conversion of shares of Series C
Preferred Stock, the accrual on such Series C Preferred Stock prior to such
mandatory conversion pursuant to Section 4(a) of the Series C Preferred Stock
Certificate of Designations), (2) from and after the fifth anniversary of the
Initial Funding Date, (x) the Base Liquidation Value plus (y) $462.31 per share
and (3) otherwise, the Base Liquidation Value; provided, however, that for
purposes of determining the number of shares of Common Stock into which the
Series B Preferred Stock may be converted pursuant to Section 7 hereof,
Liquidation Value shall always mean the Base Liquidation Value.

         (c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series B
Preferred Stock shall be entitled to receive the greater of (i) the Liquidation
Value of such shares in effect on the date of such liquidation, dissolution or
winding up or (ii) the payment such holders would have received had such
holders, immediately prior to such liquidation, dissolution or winding up,
converted their shares of Series B Preferred Stock into shares of Common Stock
(pursuant to, and at a conversion rate described in, Section 7 without regard to
any limitations contained therein).

         (d) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series B
Preferred Stock (i) shall not be entitled to

                                       4


receive the Liquidation Value of such shares until payment in full or provision
has been made for the payment in full of all claims of creditors of the
Corporation and the liquidation preferences for all Senior Securities, and (ii)
shall be entitled to receive the Liquidation Value of such shares before any
payment or distribution of any assets of the Corporation shall be made or set
apart for holders of any Junior Securities. Subject to clause (i) above, if the
assets of the Corporation are not sufficient to pay in full the Liquidation
Value payable to the holders of shares of Series B Preferred Stock and the
liquidation preference payable to the holders of any Parity Securities, then
such assets, or the proceeds thereof, shall be distributed among the holders of
shares of Series B Preferred Stock and any such other Parity Securities ratably
in accordance with the Liquidation Value and the liquidation preference for the
Parity Securities, respectively.

         (e) Neither a consolidation or merger of the Corporation with or into
any other entity, nor a merger of any other entity with or into the Corporation,
nor a sale or transfer of all or any part of the Corporation's assets for cash,
securities or other property shall by itself be considered a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
4.

         5. CHANGE IN CONTROL.

         Upon a Change in Control, holders of the outstanding shares of Series B
Preferred Stock may, at their election:

         (a) convert the Series B Preferred Stock into Common Stock in
accordance with the provisions of Section 7 hereof and receive the Change in
Control Consideration upon conversion;

         (b) in lieu of receiving any liquidation preference in respect of such
Series B Preferred Stock upon such Change in Control, continue to hold the
Series B Preferred Stock in any surviving entity resulting from such Change in
Control or, in the case of a sale of the Corporation's assets which results in a
Change in Control, the entity purchasing such assets, provided, however, that
the provisions hereof (including but not limited to the provisions of Section 7
following the date of such Change in Control) shall continue to remain in effect
with respect to such Series B Preferred Stock; or

         (c) within sixty days after the Change in Control Date, request, in
lieu of receiving the Change in Control Consideration, that the Corporation
redeem, out of funds lawfully available for the redemption of shares, the Series
B Preferred Stock (the "REDEMPTION REQUEST") for an amount in cash equal to the
Liquidation Value as of the Redemption Date and after giving effect to the
Change in Control; provided, that the Corporation may, in lieu of making the
redemption so requested, effect a Remarketing pursuant to Section 6(b). Promptly
but in any event within five days after receipt of the Redemption Request, the
Corporation shall provide a written notice to all holders of the Series B
Preferred Stock setting forth whether it will redeem the Series B Preferred
Stock or effect a Remarketing. In the event the Corporation elects to redeem the
Series B Preferred Stock, the Series B Preferred Stock shall be redeemed in
accordance with Section 6(a). In the event the Corporation elects to effect a
Remarketing, the Remarketing shall be effected in accordance with Section 6(b)
(as long as such Remarketing is effected within 120 days after making a
Redemption Request).

                                       5


         (d) As used in this Section 5, "CHANGE IN CONTROL CONSIDERATION" means
the shares of stock, securities, cash or other property issuable or payable (as
part of any reorganization, reclassification, consolidation, merger or sale in
connection with the Change in Control) with respect to or in exchange for such
number of outstanding shares of Common Stock as would have been received upon
conversion of the Series B Preferred Stock at the Conversion Price for such
Series B Preferred Stock then in effect.

         6. PROCEDURES FOR REDEMPTION AND REMARKETING.

               (a)(i) In the event of a redemption of shares of Series B
         Preferred Stock pursuant to Section 5, notice of such redemption shall
         be given by first class mail, postage prepaid, mailed not less than 10
         days nor more than 20 days prior to the Redemption Date, to the office
         of the Corporation, in the event of redemption pursuant to Section
         5(a). Such notice shall state the date on which the holder is to
         surrender to the Corporation the certificates for any shares to be
         redeemed (such date, or if such date is not a Business Day, the first
         Business Day thereafter, the "REDEMPTION DATE"). Any notice mailed in
         the manner herein provided shall be conclusively presumed to have been
         duly given whether or not the Corporation receives the notice.

               (ii) Upon surrender in accordance with the notice of redemption
         of the certificates for any shares so redeemed, such shares shall be
         redeemed by the Corporation at the redemption price aforesaid with
         payment of such redemption price being made on the Redemption Date by
         wire transfer of immediately available funds to the account specified
         by the holder of the shares redeemed. Such redemption shall be
         effective on the Redemption Date, notwithstanding any failure of such
         holders to deliver such certificates, provided that the Redemption
         Price has either been paid to each holder on or prior to such date or
         deposited in a bank in a separate trust account for the sole benefit of
         the holders.

               (b)(i) In the event the Corporation shall elect to effect a
         Remarketing, the Corporation shall adjust the dividend rate on the
         Preferred Stock to the rate (as of the date of the Remarketing)
         necessary in the opinion of a nationally recognized investment banking
         firm (selected by the Corporation and reasonably acceptable to the
         holders of at least a majority of the outstanding shares of Series B
         Preferred Stock) (the "REMARKETING AGENT") to allow the Remarketing
         Agent to resell all of the Preferred Stock on behalf of all holders who
         have delivered a Redemption Request (such resale, the "REMARKETING") at
         a price of not less than 100% (after deduction of fees for the
         Remarketing Agent) of the Liquidation Value then in effect (such
         adjusted dividend rate, the "ADJUSTED RATE").

               (ii) In the event the Corporation elects to effect a Remarketing:

                     (A) notwithstanding any provision in this Certificate of
               Designations to the contrary, the Adjusted Rate shall be
               effective as of the Redemption Request;

                     (B) the Corporation shall cause the Remarketing Agent to
               effect the Remarketing within 120 days of the Redemption Request;
               and

                                       6


                     (C) the Corporation shall use its reasonable best efforts
               (together with the Remarketing Agent) to facilitate a Remarketing
               in accordance with the terms hereof.

               (iii) Any Remarketing shall be on such terms that (A) provide for
         the immediate disbursement of proceeds from the Remarketing in an
         amount of not less than 100% (after deduction of fees for the
         Remarketing Agent) of the Liquidation Value then in effect to the
         holders of Series B Preferred Stock in cash, without any escrows,
         holdbacks or similar arrangements and (B) do not contain any
         representations (other than with respect to ownership of the shares of
         Series B Preferred Stock), indemnities, liabilities or other provisions
         imposing any obligation on the holders of the Series B Preferred Stock,
         other than the obligation to tender the certificates representing the
         shares of Series B Preferred Stock to the Remarketing Agent. Each such
         certificate shall bear a legend to the effect that each share of Series
         B Preferred Stock shall be subject to the remarketing provisions
         contained in this Section 6.

         7. CONVERSION.

         (a) Right to Convert.

               (i) Subject to the provisions of this Section 7, each holder of
         shares of Series B Preferred Stock shall have the right, at any time
         and from time to time, at such holder's option, to convert any or all
         of such holder's shares of Series B Preferred Stock, in whole or in
         part, into fully paid and non-assessable shares of Common Stock at the
         conversion price equal to $32.00, subject to adjustment as described in
         Section 7(c) (as adjusted from time to time, the "CONVERSION PRICE").
         The number of shares of Common Stock into which a share of the Series B
         Preferred Stock shall be convertible (calculated as to each conversion
         to the nearest 1/1,000th of a share) shall be determined by dividing
         the Base Liquidation Value in effect at the time of conversion, by the
         Conversion Price in effect at the time of conversion.

               (ii) From and after the closing of the AHI Acquisition, subject
         to the provisions of this Section 7, the Corporation shall have the
         right to require the holders of shares of Series B Preferred Stock,
         from time to time, at the Corporation's option, to convert the holders'
         shares of Series B Preferred Stock, in whole or in part (on a pro rata
         basis), into fully paid and non-assessable shares of Common Stock at
         the Conversion Price, but only if at the time the Corporation exercises
         this option, (A) the Registration Statement (as defined in the Purchase
         Agreement) has been declared effective and continues to be effective,
         (B) the average Market Price of the Common Stock for each Trading Day
         during a period of 30 consecutive Trading Days ended within 10 days
         prior to the date the Corporation exercises this option exceeds 175% of
         the Conversion Price and (C) the Market Price of the Common Stock
         during such period exceeds 175% of the Conversion Price for 15
         consecutive Trading Days during the period referred to in clause (B).
         The number of shares of Common Stock into which a share of the Series B
         Preferred Stock shall be convertible (calculated as to each conversion
         to the nearest 1/1,000th of a share) shall be determined by dividing
         the Base Liquidation Value in effect at the time of conversion by the
         Conversion Price in effect at the time of conversion.

                                       7


               (iii) Notwithstanding anything in this Certificate to the
         contrary, prior to receipt of the Conversion Approval (as defined in
         the Purchase Agreement), the Series B Preferred Stock shall not be
         convertible into such number of shares of Common Stock that, together
         with the shares of Common Stock issued pursuant to the Purchase
         Agreement, equals or exceeds 20% of the outstanding Common Stock
         (including securities convertible to or exercisable for Common Stock),
         computed in accordance with the rules of the New York Stock Exchange in
         the event that such issuance would otherwise require the approval of
         the stockholders of the Corporation under the rules of the New York
         Stock Exchange (the "COMMON STOCK LIMIT"). In the event of any
         adjustment pursuant to this clause (iii), the number of shares of
         Series B Preferred Stock initially issued shall be reduced to that
         number of shares that are convertible into the Common Stock Limit and
         the shares so reduced shall become shares of Series C Preferred Stock
         and the holder of such shares of Series C Preferred Stock shall be
         entitled to all rights and privileges of holders of shares of Series C
         Preferred Stock from, and as if such shares were issued on, the Initial
         Funding Date.

         (b) Mechanics of Conversion.

               (i) A holder of shares of Series B Preferred Stock or the
         Corporation, as the case may be, that elects to exercise its conversion
         rights pursuant to Section 7(a) shall provide notice to the other party
         as follows:

                     (A) Holder's Notice and Surrender. To exercise its
               conversion right pursuant to Section 7(a)(i), a holder of shares
               of Series B Preferred Stock to be converted shall surrender the
               certificate or certificates representing such shares at the
               office of the Corporation (or any transfer agent of the
               Corporation previously designated by the Corporation to the
               holders of Series B Preferred Stock for this purpose) with a
               written notice of election to convert, completed and signed,
               specifying the number of shares to be converted.

                     (B) Corporation's Notice. To exercise its conversion right
               pursuant to Section 7(a)(ii), the Corporation shall deliver
               written notice to such holder, at least 10 days and no more than
               20 days prior to the Conversion Date, specifying: (i) the number
               of shares of Series B Preferred Stock to be converted and, if
               fewer than all the shares held by such holder are to be
               converted, the number of shares to be converted by such holder;
               (ii) the Conversion Date; (iii) the number of shares of Common
               Stock to be issued in respect of each share of Series B Preferred
               Stock that is converted; (iv) the place or places where
               certificates for such shares are to be surrendered for issuance
               of certificates representing shares of Common Stock; and (v) that
               dividends on the shares to be converted will cease to accrue on
               such Conversion Date.

         Unless the shares issuable upon conversion are to be issued in the same
         name as the name in which such shares of Series B Preferred Stock are
         registered, each share surrendered for conversion shall be accompanied
         by instruments of transfer, in form satisfactory to the Corporation,
         duly executed by the holder thereof or such holder's duly authorized
         attorney and an amount sufficient to pay any transfer or similar tax in
         accordance with

                                       8


         Section 7(b)(vi). Within two Business Days after the surrender by the
         holder of the certificates for shares of Series B Preferred Stock as
         aforesaid, the Corporation shall issue and shall deliver to such
         holder, or on the holder's written order to the holder's transferee, a
         certificate or certificates for the whole number of shares of Common
         Stock issuable upon the conversion of such shares and a check payable
         in an amount corresponding to any fractional interest in a share of
         Common Stock as provided in Section 7(b)(vii).

               (ii) Each conversion shall be deemed to have been effected
         immediately prior to the close of business on (x) in the case of
         conversion pursuant to Section 7(a)(i), the first Business Day on which
         the certificates for shares of Series B Preferred Stock shall have been
         surrendered and such notice received by the Corporation as aforesaid
         and (y) in the case of conversion pursuant to Section 7(a)(ii) the date
         specified as the Conversion Date in the Corporation's notice of
         conversion delivered to each holder pursuant to Section 7(b)(i)(B) (in
         either case, the "CONVERSION DATE"). At such time on the Conversion
         Date:

                     (A) the person in whose name or names any certificate or
               certificates for shares of Common Stock shall be issuable upon
               such conversion shall be deemed to have become the holder of
               record of the shares of Common Stock represented thereby at such
               time; and

                     (B) such shares of Series B Preferred Stock so converted
               shall no longer be deemed to be outstanding, and all rights of a
               holder with respect to such shares (x) in the event of conversion
               pursuant to Section 7(a)(i), surrendered for conversion and (y)
               in the event of conversion pursuant to Section 7(a)(ii), covered
               by the Corporation's notice of conversion, shall immediately
               terminate except the right to receive the Common Stock and other
               amounts payable pursuant to this Section 7.

         All shares of Common Stock delivered upon conversion of the Series B
         Preferred Stock will, upon delivery, be duly and validly authorized and
         issued, fully paid and nonassessable, free from all preemptive rights
         and free from all taxes, liens, security interests and charges (other
         than liens or charges created by or imposed upon the holder or taxes in
         respect of any transfer occurring contemporaneously therewith).

               (iii) Holders of shares of Series B Preferred Stock at the close
         of business on a Dividend Payment Record Date shall be entitled to
         receive the dividend payable on such shares on the corresponding
         Dividend Payment Date notwithstanding the conversion thereof following
         such Dividend Payment Record Date and prior to such Dividend Payment
         Date. A holder of shares of Series B Preferred Stock on a Dividend
         Payment Record Date who (or whose transferee) tenders any such shares
         for conversion into shares of Common Stock on such Dividend Payment
         Date will be entitled to receive the dividend payable by the
         Corporation on such shares of Series B Preferred Stock, and the
         converting holder need not include payment of the amount of such
         dividend upon surrender of shares of Series B Preferred Stock for
         conversion.

                                       9


               (iv) The Corporation will at all times reserve and keep
         available, free from preemptive rights, out of its authorized but
         unissued Common Stock, solely for the purpose of effecting conversions
         of the Series B Preferred Stock, the aggregate number of shares of
         Common Stock issuable upon conversion of the Series B Preferred Stock.
         The Corporation will procure, at its sole expense, the listing of the
         shares of Common Stock, subject to issuance or notice of issuance, on
         the principal domestic stock exchange on which the Common Stock is then
         listed or traded. The Corporation will take all commercially reasonable
         action as may be necessary to ensure that the shares of Common Stock
         may be issued without violation of any applicable law or regulation or
         of any requirement of any securities exchange on which the shares of
         Common Stock are listed or traded.

               (v) Issuances of certificates for shares of Common Stock upon
         conversion of the Series B Preferred Stock shall be made without charge
         to any holder of shares of Series B Preferred Stock for any issue or
         transfer tax (other than taxes in respect of any transfer occurring
         contemporaneously therewith or as a result of the holder being a
         non-U.S. person) or other incidental expense in respect of the issuance
         of such certificates, all of which taxes and expenses shall be paid by
         the Corporation; provided, however, that the Corporation shall not be
         required to pay any tax which may be payable in respect of any transfer
         involved in the issuance or delivery of shares of Common Stock in a
         name other than that of the holder of the Series B Preferred Stock to
         be converted, and no such issuance or delivery shall be made unless and
         until the person requesting such issuance or delivery has paid to the
         Corporation the amount of any such tax or has established, to the
         satisfaction of the Corporation, that such tax has been paid.

               (vi) In connection with the conversion of any shares of Series B
         Preferred Stock, no fractions of shares of Common Stock shall be
         issued, but in lieu thereof the Corporation shall pay a cash adjustment
         in respect of such fractional interest in an amount equal to such
         fractional interest multiplied by the Market Price per share of Common
         Stock on the Conversion Date.

               (vii) If fewer than all of the outstanding shares of Series B
         Preferred Stock are to be converted pursuant to Section 7(a)(ii), the
         shares shall be converted on a pro rata basis (according to the number
         of shares of Series B Preferred Stock held by each holder, with any
         fractional shares rounded to the nearest whole share or in such other
         manner as the Board of Directors may determine, as may be prescribed by
         resolution of the Board of Directors).

         (c) Adjustments to Conversion Price. The Conversion Price shall be
adjusted from time to time as follows:

               (i) Common Stock Issued at Less than Market Value. If the
         Corporation issues or sells any Common Stock other than Excluded Stock
         without consideration or for consideration per share less than the
         Market Price of the Common Stock, as of the day of such issuance or
         sale, the Conversion Price in effect immediately prior to each such
         issuance or sale will immediately (except as provided below) be reduced
         to the price determined by multiplying (A) the Conversion Price at
         which shares of Series B

                                       10


         Preferred Stock were theretofore convertible by (B) a fraction of
         which the numerator shall be the sum of (1) the number of shares of
         Common Stock outstanding immediately prior to such issuance or sale and
         (2) the number of additional shares of Common Stock that the aggregate
         consideration received by the Corporation for the number of shares of
         Common Stock so offered would purchase at the Market Price per share of
         Common Stock on the last Trading Day immediately preceding such
         issuance or sale, and of which the denominator shall be the number of
         shares of Common Stock outstanding immediately after such issuance or
         sale. For the purposes of any adjustment of the Conversion Price
         pursuant to this Section 7(c), the following provisions shall be
         applicable:

                     (A) In the case of the issuance of Common Stock for cash,
               the amount of the consideration received by the Corporation shall
               be deemed to be the amount of the cash proceeds received by the
               Corporation for such Common Stock before deducting therefrom any
               discounts or commissions allowed, paid or incurred by the
               Corporation for any underwriting or otherwise in connection with
               the issuance and sale thereof.

                     (B) In the case of the issuance of Common Stock (otherwise
               than upon the conversion of shares of Capital Stock or other
               securities of the Corporation) for a consideration in whole or in
               part other than cash, including securities acquired in exchange
               therefor (other than securities by their terms so exchangeable),
               the consideration other than cash shall be deemed to be the fair
               value thereof as determined by the Board of Directors, provided,
               however, that such fair value as determined by the Board of
               Directors shall not exceed the aggregate Market Price of the
               shares of Common Stock being issued as of the date the Board of
               Directors authorizes the issuance of such shares.

                     (C) In the case of the issuance of (a) options, warrants or
               other rights to purchase or acquire Common Stock (whether or not
               at the time exercisable) or (b) securities by their terms
               convertible into or exchangeable for Common Stock (whether or not
               at the time so convertible or exchangeable) or options, warrants
               or rights to purchase such convertible or exchangeable securities
               (whether or not at the time exercisable):

                           (1) the aggregate maximum number of shares of Common
                     Stock deliverable upon exercise of such options, warrants
                     or other rights to purchase or acquire Common Stock shall
                     be deemed to have been issued at the time such options,
                     warrants or rights are issued and for a consideration equal
                     to the consideration (determined in the manner provided in
                     Section 7(c)(i) (A) and (B)), if any, received by the
                     Corporation upon the issuance of such options, warrants or
                     rights plus the minimum purchase price provided in such
                     options, warrants or rights for the Common Stock covered
                     thereby;

                           (2) the aggregate maximum number of shares of Common
                     Stock deliverable upon conversion of or in exchange for any
                     such

                                       11


                     convertible or exchangeable securities, or upon the
                     exercise of options, warrants or other rights to purchase
                     or acquire such convertible or exchangeable securities and
                     the subsequent conversion or exchange thereof, shall be
                     deemed to have been issued at the time such securities were
                     issued or such options, warrants or rights were issued and
                     for a consideration equal to the consideration, if any,
                     received by the Corporation for any such securities and
                     related options, warrants or rights (excluding any cash
                     received on account of accrued interest or accrued
                     dividends), plus the additional consideration (determined
                     in the manner provided in Section 7(c)(i) (A) and (B)), if
                     any, to be received by the Corporation upon the conversion
                     or exchange of such securities, or upon the exercise of any
                     related options, warrants or rights to purchase or acquire
                     such convertible or exchangeable securities and the
                     subsequent conversion or exchange thereof;

                           (3) on any change in the number of shares of Common
                     Stock deliverable upon exercise of any such options,
                     warrants or rights or conversion or exchange of such
                     convertible or exchangeable securities or any change in the
                     consideration to be received by the Corporation upon such
                     exercise, conversion or exchange, but excluding changes
                     resulting from the anti-dilution provisions thereof (to the
                     extent comparable to the anti-dilution provisions contained
                     herein), the Conversion Price as then in effect shall
                     forthwith be readjusted to such Conversion Price as would
                     have been obtained had an adjustment been made upon the
                     issuance of such options, warrants or rights not exercised
                     prior to such change, or of such convertible or
                     exchangeable securities not converted or exchanged prior to
                     such change, upon the basis of such change;

                           (4) on the expiration or cancellation of any such
                     options, warrants or rights (without exercise), or the
                     termination of the right to convert or exchange such
                     convertible or exchangeable securities (without exercise),
                     if the Conversion Price shall have been adjusted upon the
                     issuance thereof, the Conversion Price shall forthwith be
                     readjusted to such Conversion Price as would have been
                     obtained had an adjustment been made upon the issuance of
                     such options, warrants, rights or such convertible or
                     exchangeable securities on the basis of the issuance of
                     only the number of shares of Common Stock actually issued
                     upon the exercise of such options, warrants or rights, or
                     upon the conversion or exchange of such convertible or
                     exchangeable securities; and

                           (5) if the Conversion Price shall have been adjusted
                     upon the issuance of any such options, warrants, rights or
                     convertible or exchangeable securities, no further
                     adjustment of the Conversion Price shall be made for the
                     actual issuance of Common Stock upon the exercise,
                     conversion or exchange thereof.

                                       12


               (ii) Stock Splits, Subdivisions, Reclassifications or
         Combinations. If the Corporation shall (1) declare a dividend or make a
         distribution on its Common Stock in shares of Common Stock, (2)
         subdivide or reclassify the outstanding shares of Common Stock into a
         greater number of shares, or (3) combine or reclassify the outstanding
         Common Stock into a smaller number of shares, the Conversion Price in
         effect at the time of the record date for such dividend or distribution
         or the effective date of such subdivision, combination or
         reclassification shall be adjusted to the number obtained by
         multiplying the Conversion Price at which the shares of Series B
         Preferred Stock were theretofore convertible by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding immediately prior to such action, and the denominator of
         which shall be the number of shares of Common Stock outstanding
         immediately following such action.

               (iii) Certain Repurchases of Common Stock. In case the
         Corporation effects a Pro Rata Repurchase of Common Stock, then the
         Conversion Price shall be reduced to the price determined by
         multiplying the Conversion Price in effect immediately prior to the
         effective date of such Pro Rata Repurchase by a fraction of which the
         numerator shall be the product of the number of shares of Common Stock
         outstanding (including any tendered or exchanged shares) at such
         effective date, multiplied by the Market Price per share of Common
         Stock on the Trading Day next succeeding such effective date, and the
         denominator of which shall be the sum of (A) the fair market value of
         the aggregate consideration payable to stockholders based upon the
         acceptance (up to any maximum specified in the terms of the tender or
         exchange offer) of all shares validly tendered or exchanged and not
         withdrawn as of such effective date (the shares deemed so accepted, up
         to any maximum, being referred to as the "PURCHASED SHARES") and (B)
         the product of the number of shares of Common Stock outstanding (less
         any Purchased Shares) at such effective date and the Market Price per
         share of Common Stock on the Trading Day next succeeding such effective
         date, such reduction to become effective immediately prior to the
         opening of business on the day following such effective date.

               (iv) Business Combinations. In case of any Business Combination
         or reclassification of Common Stock (other than a reclassification of
         Common Stock referred to in Section 7(c)(ii)), lawful provision shall
         be made as part of the terms of such Business Combination or
         reclassification whereby the holder of each share of Series B Preferred
         Stock then outstanding shall have the right thereafter to convert such
         share only into the kind and amount of securities, cash and other
         property receivable upon the Business Combination or reclassification
         by a holder of the number of shares of Common Stock into which a share
         of Series B Preferred Stock would have been convertible immediately
         prior to the Business Combination or reclassification. The Corporation,
         the Person formed by the consolidation or resulting from the merger or
         which acquires such assets or which acquires the Corporation's shares,
         as the case may be, shall make provisions in its certificate or
         articles of incorporation or other constituent documents to establish
         such rights and to ensure that the dividend, voting and other rights of
         the holders of Series B Preferred Stock established herein are
         unchanged, except as permitted by Section 9 or as required by
         applicable law. The certificate or articles of incorporation or other
         constituent documents shall provide for adjustments, which, for events
         subsequent to the effective date of the certificate or articles of
         incorporation or other constituent

                                       13


         documents, shall be as nearly equivalent as may be practicable to the
         adjustments provided for in this Section 7.

               (v) Successive Adjustments. Successive adjustments in the
         Conversion Price shall be made, without duplication, whenever any event
         specified in Sections 7(c)(i), (ii), (iii) or (iv) shall occur.

               (vi) Rounding of Calculations; Minimum Adjustments. All
         calculations under this Section 7(c) shall be made to the nearest
         one-tenth (1/10th) of a cent. No adjustment in the Conversion Price is
         required if the amount of such adjustment would be less than $0.01;
         provided, however, that any adjustments which by reason of this Section
         7(c)(vi) are not required to be made will be carried forward and given
         effect in any subsequent adjustment.

               (vii) Adjustment for Unspecified Actions. If the Corporation
         takes any action affecting the Common Stock, other than action
         described in this Section 7(c), which in the opinion of the Board of
         Directors would materially adversely affect the conversion rights of
         the holders of shares of Series B Preferred Stock, the Conversion Price
         may be adjusted, to the extent permitted by law, in such manner, if
         any, and at such time, as such Board of Directors may determine in good
         faith to be equitable in the circumstances. Failure of the Board of
         Directors to provide for any such adjustment prior to the effective
         date of any such action by the Corporation affecting the Common Stock
         will be evidence that the Board of Directors has determined that it is
         equitable to make no adjustments in the circumstances.

               (viii) Voluntary Adjustment by the Corporation. The Corporation
         may at its option, at any time during the term of the Series B
         Preferred Stock, reduce the then current Conversion Price to any amount
         deemed appropriate by the Board of Directors; provided, however, that
         if the Corporation elects to make such adjustment, such adjustment will
         remain in effect for at least a 15-day period, after which time the
         Corporation may, at its option, reinstate the Conversion Price in
         effect prior to such reduction, subject to any interim adjustments
         pursuant to this Section 7(c).

               (ix) Statement Regarding Adjustments. Whenever the Conversion
         Price shall be adjusted as provided in this Section 7(c), the
         Corporation shall forthwith file, at the principal office of the
         Corporation, a statement showing in reasonable detail the facts
         requiring such adjustment and the Conversion Price that shall be in
         effect after such adjustment and the Corporation shall also cause a
         copy of such statement to be sent by mail, first class postage prepaid,
         to each holder of shares of Series B Preferred Stock at the address
         appearing in the Corporation's records.

               (x) Notices. In the event that the Corporation shall give notice
         or make a public announcement to the holders of Common Stock of any
         action of the type described in this Section 7(c) (but only if the
         action of the type described in this Section 7(c) would result in an
         adjustment in the Conversion Price or a change in the type of
         securities or property to be delivered upon conversion of the Series B
         Preferred Stock), the Corporation shall, at the time of such notice or
         announcement, and in the case of any

                                       14


         action which would require the fixing of a record date, at least 10
         days prior to such record date, give notice to each holder of shares
         of Series B Preferred Stock, in the manner set forth in Section
         7(c)(ix), which notice shall specify the record date, if any, with
         respect to any such action and the approximate date on which such
         action is to take place. Such notice shall also set forth the facts
         with respect thereto as shall be reasonably necessary to indicate the
         effect on the Conversion Price and the number, kind or class of shares
         or other securities or property which shall be deliverable upon
         conversion of the Series B Preferred Stock. Failure to give such
         notice, or any defect therein, shall not affect the legality or
         validity of any such action.

               (xi) Miscellaneous. Except as provided in Section 7(c), no
         adjustment in respect of any dividends or other payments or
         distributions made to holders of Series B Preferred Stock of securities
         issuable upon the conversion of the Series B Preferred Stock will be
         made during the term of the Series B Preferred Stock or upon the
         conversion of the Series B Preferred Stock. In addition,
         notwithstanding any of the foregoing, no such adjustment will be made
         for the issuance or conversion of any Securities (as defined in the
         Purchase Agreement).

         8. STATUS OF SHARES. All shares of Series B Preferred Stock that are at
any time redeemed pursuant to Section 5 or converted pursuant to Section 7 and
all shares of Series B Preferred Stock that are otherwise reacquired by the
Corporation shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) have the status of authorized but unissued shares of
preferred stock, without designation as to series, subject to reissuance by the
Board of Directors as shares of any one or more other series.

         9. VOTING RIGHTS.

         (a) The holders of record of shares of Series B Preferred Stock shall
not be entitled to any voting rights except as hereinafter provided in this
Section 9 or as otherwise provided by law.

         (b) The holders of the shares of Series B Preferred Stock (i) shall be
entitled to vote with the holders of the Common Stock on all matters submitted
for a vote of holders of Common Stock (voting together with the holders of
Common Stock as one class), (ii) shall be entitled to a number of votes equal to
the number of votes to which shares of Common Stock issuable upon conversion of
such shares of Series B Preferred Stock would have been entitled if such shares
of Common Stock had been outstanding at the time of the applicable vote and
related record date and (iii) shall be entitled to notice of all stockholders'
meetings in accordance with the Certificate of Incorporation and Bylaws of the
Corporation as if they are holders of Common Stock.

                                       15


         (c) So long as at least one-third of the aggregate outstanding shares
of Series B Preferred Stock issued prior to the date of determination remain
outstanding, the Corporation shall not, without the written consent or
affirmative vote at a meeting called for that purpose by holders of at least a
majority of the outstanding shares of Series B Preferred Stock:

               (i) (x) amend, alter or repeal any provision of the Corporation's
         By-laws or Certificate of Incorporation (by merger or otherwise) so as
         to adversely affect the rights, privileges or economics of the Series B
         Preferred Stock; provided that the creation, authorization or issuance
         of any Junior Securities shall not by itself be deemed to have any such
         adverse effect or (y) adopt or permit to be effective any "share
         purchase rights plan" or similar instrument that would have the effect
         of diluting the economic or voting interest in the Corporation of the
         Investor or any holder of Series B Preferred Stock or Series C
         Preferred Stock;

               (ii) create, authorize or issue any Senior Securities or any
         Parity Securities or increase the issued and authorized number of
         shares of Series B Preferred Stock, or any security convertible into,
         or exchangeable or exercisable for, shares of Senior Securities or
         Parity Securities, in each case other than the creation and issuance of
         the Series C Preferred Stock pursuant to the Purchase Agreement;

               (iii) split, reverse split, subdivide, reclassify or combine the
         Series B Preferred Stock;

               (iv) incur or guarantee, directly or indirectly (including
         through merger, acquisition or other transaction), or permit any
         Subsidiary to incur or guarantee, directly or indirectly (including
         through merger, acquisition or other transaction), any indebtedness,
         distribute or permit any non-wholly owned Subsidiary (it being agreed
         that any Subsidiary that would be wholly owned but for directors'
         qualifying shares or other similar de minimis equity interests shall be
         deemed to be wholly owned for the purposes of this clause (iv)) to
         distribute to any securityholders any asset, purchase or permit any
         Subsidiary to purchase any securities issued by the Corporation or any
         Subsidiary or pay or permit any non-wholly owned Subsidiary to pay any
         dividend, if following such transaction, (A) (x) indebtedness divided
         by (y) pro forma EBITDA would be in excess of 4.1; or, (B) (x) the sum
         of (1) indebtedness and (2) Base Liquidation Value of the outstanding
         preferred stock divided by (y) pro forma EBITDA would be in excess of
         5.35. For purposes of these calculations, the terms "indebtedness," and
         "pro forma EBITDA" shall have the meaning attributed to such terms (or
         their functional equivalent) under the Corporation's most significant
         senior credit agreement as such agreement may exist on the date of
         determination or, if no such agreement shall exist on the date of
         determination, the meaning attributed to such terms (or their
         functional equivalent) in the Corporation's most recent senior credit
         agreement, in each case, for the purposes of evaluating the
         Corporation's compliance with financial covenants and as used in this
         clause (iv) the term "Base Liquidation Value" shall have for the
         purposes of each series of preferred stock the meaning assigned to such
         term in the Certificate of Designations relating to such series;

                                       16


               (v) increase the number of directors on the Corporation's Board
         of Directors above nine; and

               (vi) take any other action that (A) adversely affects the rights
         or privileges of any holder of Series B Preferred Stock or (B)
         adversely affects the economics of any holder of Series B Preferred
         Stock in a manner that disproportionately affects holders of Series B
         Preferred Stock as compared to holders of the Common Stock, it being
         understood that for purposes of subclause (B) any action approved by
         the Designated Director shall not be deemed to have any such adverse
         effect, and provided, further, that operating the business of the
         Corporation in the ordinary course, as determined in good faith by the
         Board of Directors, which shall include making acquisitions or
         incurring further indebtedness, does not require any approval under
         this clause (vi)(B) so long as such action would not expressly require
         approval of holders of Series B Preferred Stock under any of the
         foregoing clauses (i) through (v) above;

provided that no such consent or vote of the holders of Series B Preferred Stock
shall be required if at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such securities is to be
made, as the case may be, all shares of Series B Preferred Stock at the time
outstanding shall have been converted by the Corporation in accordance with
Section 7(a)(ii) hereof.

         (d) The consent or votes required in Section 9(c) shall be in addition
to any approval of stockholders of the Corporation which may be required by law
or pursuant to any provision of the Corporation's Certificate of Incorporation
or Bylaws, which approval shall be obtained by vote of the stockholders of the
Corporation in the manner provided in Section 9(b).

         10. DEFINITIONS.

         Unless the context otherwise requires, when used herein the following
terms shall have the meaning indicated.

         "ACQUISITION" means the closing of the acquisitions by the Corporation
         of AHI, in accordance with the terms of the AHI Acquisition Agreement.

         "AFFILIATE" means with respect to any Person, any other Person
         directly, or indirectly through one or more intermediaries,
         controlling, controlled by or under common control with such Person.
         For purposes of this definition, the term "control" (and correlative
         terms "controlling," "controlled by" and "under common control with")
         means possession of the power, whether by contract, equity ownership or
         otherwise, to direct the policies or management of a Person.

         "AHI" means American Household, Inc.

         "AHI ACQUISITION AGREEMENT" means the Securities Purchase Agreement,
         dated as of September 19, 2004, among the Corporation and the Sellers
         identified therein in the form in which it exists on the date hereof as
         such may be amended in accordance with Section 3.1(d) of the Purchase
         Agreement.

                                       17


         "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" is defined in Rules 13d-3
         and 13d-5 of the Exchange Act, but without taking into account any
         contractual restrictions or limitations on voting or other rights.

         "BOARD OF DIRECTORS" means the board of directors of the Corporation.

         "BUSINESS COMBINATION" means (i) any reorganization, consolidation,
         merger, share exchange or similar business combination transaction
         involving the Corporation with any Person or (ii) the sale, assignment,
         conveyance, transfer, lease or other disposition by the Corporation of
         all or substantially all of its assets.

         "CAPITAL STOCK" means (i) with respect to any Person that is a
         corporation or company, any and all shares, interests, participations
         or other equivalents (however designated) of capital or capital stock
         of such Person and (ii) with respect to any Person that is not a
         corporation or company, any and all partnership or other equity
         interests of such Person.

         "CHANGE IN CONTROL" shall mean the happening of any of the following
         events:

              (a) The acquisition by any Person (other than Warburg Pincus LLC
         or any of its Affiliates) of Beneficial Ownership of 50% or more of
         either (A) the then-outstanding shares of Common Stock of the
         Corporation (the "OUTSTANDING CORPORATION COMMON STOCK") or (B) the
         combined voting power of the then-outstanding voting securities of the
         Corporation entitled to vote generally in the election of directors
         (the "OUTSTANDING CORPORATION VOTING SECURITIES"); provided, however,
         that, for purposes of this definition, the following acquisitions shall
         not constitute a Change in Control: (i) any acquisition directly from
         the Corporation, (ii) any acquisition by the Corporation, (iii) any
         acquisition by any employee benefit plan (or related trust) sponsored
         or maintained by the Corporation or any company that is an Affiliate of
         the Corporation or (iv) any acquisition by any corporation pursuant to
         a transaction that complies with (c)(A) and (c)(B) in this definition;
         or

              (b) Individuals who, as of the date hereof, constitute the Board
         of Directors (the "INCUMBENT BOARD") cease for any reason to constitute
         at least a majority of the Board of Directors; provided, however, that
         any individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Corporation's shareholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board; or

              (c) Consummation of a Business Combination, in each case, unless,
         following such Business Combination, (A) all or substantially all of
         the individuals and entities that were the Beneficial Owners of the
         Outstanding Corporation Common Stock and the Outstanding Corporation
         Voting Securities immediately prior to such Business Combination
         Beneficially Own, directly or indirectly, not less than 50% of the
         then-outstanding shares of common stock and the combined voting power
         of the then-outstanding voting securities entitled to vote generally in
         the election of directors, as the case may be, of the corporation
         resulting from such Business Combination (including,

                                       18


         without limitation, a corporation that, as a result of such
         transaction, owns the Corporation or all or substantially all of the
         Corporation's assets either directly or through one or more
         subsidiaries) in substantially the same proportions as their ownership
         immediately prior to such Business Combination of the Outstanding
         Corporation Common Stock and the Outstanding Corporation Voting
         Securities, as the case may be, and (B) no Person (excluding any
         corporation resulting from such Business Combination or any employee
         benefit plan (or related trust) of the Corporation or such corporation
         resulting from such Business Combination) beneficially owns, directly
         or indirectly, 50% or more of, respectively, the then-outstanding
         shares of common stock of the corporation resulting from such Business
         Combination or the combined voting power of the then-outstanding voting
         securities of such corporation; or

              (d) Approval by the shareholders of the Corporation of a complete
         liquidation or dissolution of the Corporation.

         "CHANGE IN CONTROL THRESHOLD PRICE" means (a) during the period
         beginning on the Initial Funding Date and ending on the day immediately
         preceding the first anniversary of the Initial Funding Date, $34.10 per
         share of Common Stock, (b) during the period beginning on the first
         anniversary of the Initial Funding Date and ending on the day
         immediately preceding the second anniversary of the Initial Funding
         Date, $36.25 per share of Common Stock, (c) during the period beginning
         on the second anniversary of the Initial Funding Date and ending on the
         day immediately preceding the third anniversary of the Initial Funding
         Date, $39.20 per share of Common Stock, (d) during the period beginning
         on the third anniversary of the Initial Funding Date and ending on the
         day immediately preceding the fourth anniversary of the Initial Funding
         Date, $42.10 per share of Common Stock and (e) during the period
         beginning on the fourth anniversary of the Initial Funding Date and
         ending on the day immediately preceding the fifth anniversary of the
         Initial Funding Date, $45.40 per share of Common Stock; provided that
         in the event the Corporation shall (A) declare a dividend on the Common
         Stock payable in Common Stock, (B) subdivide the outstanding Common
         Stock, (C) combine the outstanding Common Stock into a smaller number
         of Common Stock or (D) issue any shares of its capital stock in a
         reclassification of the Common Stock (including any such
         reclassification in connection with a share exchange, consolidation or
         merger in which the Corporation is the continuing or surviving
         corporation) (whether or not permitted by this Certificate) the
         aforementioned prices in effect at the time of the record date for such
         dividend or of the effective date of such subdivision, combination or
         reclassification shall be proportionately adjusted.

         "COMMON STOCK" means the Common Stock of the Corporation, par value
         $0.01 per share.

         "CORPORATION COMPETITOR" shall mean any person that derives more than
         10% of such persons' total annual revenues for its most recently
         completed fiscal year from a business that competes in a material way
         with a business that represents more than 5% of the consolidated
         revenues of the Corporation and its Subsidiaries for its most recently
         completed fiscal year.

                                       19


         "DESIGNATED DIRECTOR" shall mean the Person, if any, designated as
         "Board Representative" in accordance with Section 4.4 of the Purchase
         Agreement.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
         or any successor statute, and the rules and regulations promulgated
         thereunder.

         "EXCLUDED STOCK" means (i) shares of Common Stock issued by the
         Corporation as a stock dividend payable in shares of Common Stock, or
         upon any subdivision or split-up of the outstanding shares of Capital
         Stock in each case which is subject to the provisions of Section
         7(c)(ii), or upon conversion of shares of Capital Stock (but not the
         issuance of such Capital Stock which will be subject to the provisions
         of Section 7(c)(i)(C)), (ii) the issuance of shares of Common Stock in
         any bona fide underwritten public offering, (iii) the issuance of
         shares of Common Stock (including upon exercise of options) to
         directors, advisors, employees or consultants of the Corporation
         pursuant to a stock option plan, restricted stock plan or other
         agreement approved by the Board of Directors or the Corporation's
         employee stock purchase plan, (iv) the issuance of shares of Common
         Stock in connection with acquisitions of assets or securities of
         another Person (other than issuances to Persons that were affiliates of
         the Corporation at the time that the agreement with respect to such
         issuance was entered into), (v) the issuance of shares of Common Stock
         upon exercise of the Series B Preferred Stock and the Series C
         Preferred Stock and (vi) warrants issued to lenders of non-convertible
         debt and the Common Stock issuable upon the exercise of such warrants;
         provided, that the Common Stock issuable in respect of such warrants
         does not exceed, in the aggregate with respect to all such issuances of
         such warrants, 2.00% of the issued and outstanding shares of Common
         Stock.

         "INITIAL FUNDING DATE" means the date on which the Cash Proceeds (as
         defined in the Purchase Agreement) are delivered to the Escrow Agent
         (as defined in the Purchase Agreement) in accordance with the Purchase
         Agreement.

         "MARKET PRICE" means, with respect to a particular security, on any
         given day, the volume weighted average price or, in case no such
         reported sales take place on such day, the average of the highest asked
         and lowest bid prices regular way, in either case on the principal
         national securities exchange on which the applicable security is listed
         or admitted to trading, or if not listed or admitted to trading on any
         national securities exchange, (i) the average of the highest and lowest
         sale prices for such day reported by the Nasdaq Stock Market if such
         security is traded over-the-counter and quoted in the Nasdaq Stock
         Market, or (ii) if such security is so traded, but not so quoted, the
         average of the highest reported asked and lowest reported bid prices of
         such security as reported by the Nasdaq Stock Market or any comparable
         system, or (iii) if such security is not listed on the Nasdaq Stock
         Market or any comparable system, the average of the highest asked and
         lowest bid prices as furnished by two members of the National
         Association of Securities Dealers, Inc. selected from time to time by
         the Corporation for that purpose. If such security is not listed and
         traded in a manner that the quotations referred to above are available
         for the period required hereunder, the Market Price per share of Common
         Stock shall be deemed to be the fair value per share of such security
         as determined in good faith by the Board of Directors.

                                       20


         "PERSON" means an individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Exchange Act).

         "PRO RATA REPURCHASES" means any purchase of shares of Common Stock by
         the Corporation or any Affiliate thereof pursuant to any tender offer
         or exchange offer subject to Section 13(e) of the Exchange Act, or
         pursuant to any other offer available to substantially all holders of
         Common Stock, whether for cash, shares of capital stock of the
         Corporation, other securities of the Corporation, evidences of
         indebtedness of the Corporation or any other person or any other
         property (including, without limitation, shares of capital stock, other
         securities or evidences of indebtedness of a Subsidiary of the
         Corporation), or any combination thereof, effected while any shares of
         Series B Preferred Stock are outstanding; provided, however, that "Pro
         Rata Repurchase" shall not include any purchase of shares by the
         Corporation or any Affiliate thereof made in accordance with the
         requirements of Rule 10b-18 as in effect under the Exchange Act. The
         "Effective Date" of a Pro Rata Repurchase shall mean the date of
         acceptance of shares for purchase or exchange under any tender or
         exchange offer which is a Pro Rata Repurchase or the date of purchase
         with respect to any Pro Rata Repurchase that is not a tender or
         exchange offer.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
         September 19, 2004, among the Corporation and the purchasers named
         therein, including all schedules and exhibits thereto, as the same may
         be amended from time to time.

          "SERIES C PREFERRED STOCK" shall mean the Series C Preferred Stock of
         the Corporation issued or to be issued, in accordance with the Purchase
         Agreement.

         "SUBSIDIARY" of a Person means (i) a corporation, a majority of whose
         stock with voting power, under ordinary circumstances, to elect
         directors is at the time of determination, directly or indirectly,
         owned by such Person or by one or more Subsidiaries of such Person, or
         (ii) any other entity (other than a corporation) in which such Person
         or one or more Subsidiaries of such Person, directly or indirectly, at
         the date of determination thereof has at least a majority ownership
         interest.

         "TRADING DAY" means any day that the New York Stock Exchange, Inc. is
         open for trading.

         "TRANSFER" shall mean any sale, transfer, assignment, pledge or other
         disposition or encumbrance.

                                       21


         12. MERGER OR CONSOLIDATION OF THE CORPORATION.

         The Corporation will not merge or consolidate into, or sell, transfer
or lease all or substantially all of its property to, any other corporation
unless the successor, transferee or lessee corporation, as the case may be (if
not the Corporation), (a) expressly assumes the due and punctual performance and
observance of each and every covenant and condition of this Certificate to be
performed and observed by the Corporation and (b) expressly agrees to exchange,
at the holder's option, shares of Series B Preferred Stock for shares of the
surviving corporation's capital stock on terms substantially similar to the
terms under this Certificate.

          13. RESTRICTIONS ON TRANSFER.

         Without the prior written consent of the Corporation, a holder of
shares of Series B Preferred Stock may not transfer such shares of Series B
Preferred Stock to any person if such person (i) is a Corporation Competitor or
(ii) has not executed a joinder agreement pursuant to which it has agreed to be
bound by the Purchase Agreement provided that the foregoing transfer
restrictions shall not apply to Permitted Transfers (as defined in the Purchase
Agreement).

         14. NO OTHER RIGHTS.

         The shares of Series B Preferred Stock shall not have any relative,
participating, optional or other special rights and powers except as set forth
herein or as may be required by law.

         This Certificate shall become effective upon the filing thereof with
the Secretary of State of the State of Delaware.

                                       22


         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed and acknowledged by its undersigned duly authorized officer this
19th day of January, 2005.

                                          JARDEN CORPORATION


                                          By: /s/ Ian Ashken
                                              ----------------------------------
                                              Name:  Ian Ashken
                                              Title: Chief Financial Officer
                                                     and Secretary

                                       23





                            CERTIFICATE OF CORRECTION
                                       OF
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
        AND RIGHTS OF SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION


                        Pursuant to Section 103(f) of the
                General Corporation Law of the State of Delaware

         This certificate of correction is being duly executed and filed by the
undersigned to correct the certificate of designations of a domestic corporation
under the provisions of Section 103(f) of the Delaware General Corporation Law.
It is hereby certified as follows:

         1.   The name of the corporation (the "CORPORATION") is: Jarden
              Corporation.

         2.   The title and date of filing of the Corporation's certificate to
              be corrected by virtue of this certificate of correction is as
              follows: Certificate of Designations, Preferences and Rights of
              Series B Convertible Participating Preferred Stock of the
              Corporation (the "CERTIFICATE OF DESIGNATIONS"), filed with the
              Secretary of State of the State of Delaware on January 19, 2005.

         3.   The inaccuracy or defect of the Certificate of Designations to be
              corrected is as follows: in the second line of Section 13 of the
              Certificate of Designations, the term "transfer" is not
              capitalized.

         4.   In order to correct the foregoing inaccuracy or defect, the word
              "transfer" in the second line of Section 13 of the Certificate of
              Designations is corrected to read "Transfer".



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
duly executed and acknowledged by its undersigned duly authorized officer this
24th day of January, 2005.

                                     JARDEN CORPORATION


                                     By: /s/ Desiree DeStefano
                                        --------------------------------------
                                        Name: Desiree DeStefano
                                        Title: Senior Vice President





                                       2

EX-3.2

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
   AND RIGHTS OF SERIES C MANDATORY CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

         The undersigned, pursuant to the provisions of Sections 103 and 151 of
the General Corporation Law of the State of Delaware, do hereby certify that,
pursuant to the authority expressly vested in the Board of Directors of Jarden
Corporation, a Delaware corporation (the "CORPORATION"), by the Corporation's
Certificate of Incorporation, the Board of Directors has duly provided for the
issuance of and created a series of Preferred Stock of the Corporation, par
value $0.01 per share (the "PREFERRED STOCK"), and in order to fix the
designation and amount and the voting powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of a series of Preferred Stock,
has duly adopted this Certificate of Designations, Preferences and Rights of
Preferred Stock (the "CERTIFICATE").

         Each share of such series of Preferred Stock shall rank equally in all
respects and shall be subject to the following provisions:

         1. NUMBER OF SHARES AND DESIGNATION. 300,000 shares of Preferred Stock
of the Corporation shall constitute a series of Preferred Stock designated as
Series C Mandatory Convertible Participating Preferred Stock (the "SERIES C
PREFERRED STOCK"). The number of shares of Series C Preferred Stock may be
increased (to the extent of the Corporation's authorized and unissued Preferred
Stock) or decreased (but not below the number of shares of Series C Preferred
Stock then outstanding) by further resolution duly adopted by the Board of
Directors and the filing of a certificate of increase or decrease, as the case
may be, with the Secretary of State of Delaware.

         2. RANK. The Series C Preferred Stock shall, with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise (i) rank senior and prior to
the Common Stock, and each other class or series of equity securities of the
Corporation, whether currently issued or issued in the future, that by its terms
ranks junior to the Series C Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities, including the Common Stock, are collectively referred to herein as
the "JUNIOR SECURITIES"), (ii) rank on a parity with each other class or series
of equity securities of the Corporation, whether currently issued or issued in
the future, that does not by its terms expressly provide that it ranks senior to
or junior to the Series C Preferred Stock (whether with respect to payment of
dividends, redemption payments, rights upon liquidation, dissolution or winding
up of the affairs of the Corporation, or otherwise) (all of such equity
securities are collectively referred to herein as the "PARITY SECURITIES"), and
(iii) rank junior to each other class or series of equity securities of the
Corporation, whether currently



issued or issued in the future, that by its terms ranks senior to the Series C
Preferred Stock (whether with respect to payment of dividends, redemption
payments, rights upon liquidation, dissolution or winding up of the affairs
of the Corporation, or otherwise) (all of such equity securities are
collectively referred to herein as the "SENIOR SECURITIES"). The respective
definitions of Junior Securities, Parity Securities and Senior Securities shall
also include any rights or options exercisable or exchangeable for or
convertible into any of the Junior Securities, Parity Securities or Senior
Securities, as the case may be. Shares of Series B Preferred Stock issued in
accordance with the terms of the Purchase Agreement are Parity Securities. At
the date of the initial issuance of the Series C Preferred Stock there will be
no Parity Securities other than the Series B Preferred Stock and no Senior
Securities authorized or outstanding.

         3. DIVIDENDS.

         (a) The holders of shares of Series C Preferred Stock shall be entitled
to receive out of funds legally available for the payment of dividends,
dividends on the terms described below:

               (i) Holders of shares of Series C Preferred Stock shall be
         entitled to participate equally and ratably with the holders of shares
         of Common Stock and holders of shares of Series B Preferred Stock in
         all dividends and distributions paid (whether in the form of cash,
         stock or otherwise, and including any dividend or distribution of
         shares of stock or other equity of any Person other than the
         Corporation, evidences of indebtedness of any Person including without
         limitation the Corporation or any Subsidiary and any other assets) on
         the shares of Common Stock as if immediately prior to each record date
         for the Common Stock, shares of Series C Preferred Stock then
         outstanding were converted into shares of Common Stock and Series B
         Preferred Stock (in the manner described in Section 7 without regard to
         any limitations contained therein) and such shares of Series B
         Preferred Stock were converted into shares of Common Stock (in the
         manner described in the Certificate of Designations relating to the
         Series B Preferred Stock without regard to any limitations contained

         therein); provided, however, that the holders of shares of Series C
         Preferred Stock shall not be entitled to participate in any such
         dividend or distribution if an adjustment to the Mandatory Conversion
         Price shall be required with respect to such dividend or distribution
         pursuant to Section 7(c) hereof and a similar adjustment is made with
         respect to the Series B Preferred Stock;

               (ii) In addition to any dividends paid pursuant to Section
         3(a)(i), in respect of each three-month period beginning with the
         three-month period ending January 8, 2010, the Corporation shall pay,
         when and as declared by the Board of Directors, out of funds legally
         available therefor a quarterly cash dividend on each share of Series C
         Preferred Stock at an annual rate, subject to clause (iii) below, equal
         to 9.50% of the Base Liquidation Value then in effect (such rate, the
         "DIVIDEND RATE");

               (iii) If the Corporation shall have failed to pay (in whole or in
         part) any dividend contemplated by Section 3(a)(ii) hereof, the
         Dividend Rate referred to in Section 3(a)(ii) above shall be increased
         to 10.00% of the Base Liquidation Value then in effect, beginning on
         the first day of the Dividend Period (as defined below) after the
         Dividend Period with respect to which the failure to pay (in whole or
         in part) dividends relates and continuing thereafter until the first
         day of the Dividend Period succeeding the

                                       2


         Dividend Period as of which all dividends contemplated by Section
         3(a)(ii) and this Section 3(a)(iii) have been paid in full; and

               (iv) Dividends payable pursuant to Section 3(a)(i) shall be
         payable on the same date that such dividends are payable to holders of
         shares of Common Stock, and no dividends shall be payable to holders of
         shares of Common Stock unless dividends contemplated by Section 3(a)(i)
         are also paid at the same time in respect of the Series C Preferred
         Stock. Dividends payable pursuant to Section 3(a)(ii) shall be payable
         quarterly in arrears on January 8, April 8, July 8 and October 8 of
         each year with the first payment to be made on January 8, 2010 (unless
         such day is not a Business Day (as defined below), in which event such
         dividends shall be payable on the next succeeding Business Day) (each
         such payment date being a "DIVIDEND PAYMENT DATE" and the period from
         the fifth anniversary of the Initial Funding Date until the first
         Dividend Payment Date and each such quarterly period thereafter being a
         "DIVIDEND PERIOD"). The amount of dividends payable on any shares of
         the Series C Preferred Stock for any period in which such shares are
         outstanding that is shorter or longer than a full Dividend Period,
         shall be computed on the basis of a 360-day year of twelve 30-day
         months. As used herein, the term "BUSINESS DAY" means any day except a
         Saturday, Sunday or day on which banking institutions are legally
         authorized to close in the City of New York.

         (b) Dividends on the Series C Preferred Stock provided for in Section
3(a)(ii) and Section 3(a)(iii) shall be cumulative and shall accrue on a daily
basis whether or not declared and whether or not in any fiscal year there shall
be funds legally available therefor, so that if in any Dividend Period,
dividends contemplated by Section 3(a)(ii) and Section 3(a)(iii) in whole or in
part are not paid upon the Series C Preferred Stock, unpaid dividends shall
accumulate as against the holders of Parity Securities and Junior Securities.

         (c) Each dividend shall be payable to the holders of record of shares
of Series C Preferred Stock as they appear on the stock records of the
Corporation at the close of business on such record dates (each, a "DIVIDEND
PAYMENT RECORD DATE"), which (i) with respect to dividends payable pursuant to
Section 3(a)(i), shall be the same day as the record date for the payment of
dividends to the holders of shares of Common Stock and, (ii) with respect to
dividends payable pursuant to Section 3(a)(ii), shall be not more than 30 days
nor less than 10 days preceding the applicable Dividend Payment Date.

         (d) From and after the time, if any, that (x) a holder of any shares of
Series C Preferred Stock has delivered notice to the Corporation pursuant to
Section 6(a) of its intention to exercise its redemption rights under Section 5,
(y) the Corporation shall have failed to pay any dividend contemplated by
Section 3(a) hereof, or (z) the Corporation shall have failed to make any
payment contemplated by Section 8 hereof, (a) no dividends shall be declared or
paid or set apart for payment, or other distribution declared or made, upon any
Junior Securities, nor shall any Junior Securities be redeemed, purchased or
otherwise acquired (other than a redemption, purchase or other acquisition of
shares of Common Stock made for purposes of any employee or director incentive
or benefit plans or arrangements of the Corporation or any subsidiary of the
Corporation or the payment of cash in lieu of fractional shares in connection
therewith) for any consideration (nor shall any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such Junior
Securities) by the Corporation, directly or indirectly

                                       3


(except by conversion into or exchange for Junior Securities or the payment
of cash in lieu of fractional shares in connection therewith) and (b) the
Corporation shall not, directly or indirectly, make any payment on account
of any purchase, redemption, retirement or other acquisition of any Parity
Securities (other than redemption of shares of Series B Preferred Stock on a pro
rata basis with shares of Series C Preferred Stock, and other than for
consideration payable solely in Junior Securities or the payment of cash in lieu
of fractional shares in connection therewith) until, in the event of clauses (x)
and (z), no shares of Series C Preferred Stock remain outstanding, and in event
of clause (y), all such dividends have been paid in full.

         4. LIQUIDATION PREFERENCE.

         (a) "BASE LIQUIDATION VALUE" means (x) $1,000.00 per share (the
"ORIGINAL LIQUIDATION VALUE"), which amount shall thereafter accrete daily at
the annual rate of 3.50%, compounded annually, provided that such rate shall
increase to 5.00% as of the seventh month anniversary of the Initial Funding
Date and shall thereafter increase at the end of each successive six month
period thereafter by adding 50 basis points to the rate then in effect if any
shares of Series C Preferred Stock shall then be outstanding (such rate, the
"ACCRETION RATE"), computed on the basis of a 360-day year of twelve 30-day
months from the Initial Funding Date through but not including the fifth
anniversary of the Initial Funding Date plus (y) any accrued but unpaid
dividends thereon. As used herein, "accrued" dividends means dividends declared
or contemplated to be declared or paid pursuant to Section 3 hereof on the
Preferred Stock, but not yet paid.

         (b) "LIQUIDATION VALUE" means (1) in the event of a Change in Control
prior to the fifth anniversary of the Initial Funding Date providing for the
payment of an amount per share of Common Stock below the applicable Change in
Control Threshold Price, the amount by which the Original Liquidation Value
would have otherwise equaled had it accreted at the annual rate of 10.00%,
compounded annually, computed on the basis of a 360-year of twelve 30-day months
from the Initial Funding Date through but not including the date of consummation
of the Change in Control plus any declared but unpaid dividends on the Common
Stock that, if paid prior to the Change in Control, would be payable to holders
of shares of Series B Preferred Stock pursuant to Section 3(a)(i) hereof, (2)
from and after the fifth anniversary of the Initial Funding Date, (x) the Base
Liquidation Value less (y) Base Liquidation Value on the fifth anniversary of
the Initial Funding Date plus (z) $2,100 per share and (3) otherwise, the Base
Liquidation Value; provided, however, that for purposes of determining the
number of shares of Series B Preferred Stock and Common Stock into which the
Series C Preferred Stock may be converted pursuant to Section 7 hereof,
Liquidation Value shall always mean the Base Liquidation Value.

         (c) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series C
Preferred Stock shall be entitled to receive the greater of (i) the Liquidation
Value of such shares in effect on the date of such liquidation, dissolution or
winding up or (ii) the payment such holders would have received had such
holders, immediately prior to such liquidation, dissolution or winding up,
converted their shares of Series C Preferred Stock into shares of Common Stock
and Series B Preferred Stock (in the manner described in Section 7 without
regard to any limitations contained therein) and such shares of Series B
Preferred Stock were converted into shares of Common Stock (in the manner
described

                                       4


in the Certificate of Designations relating to the Series B Preferred Stock
without regard to any limitations contained therein).

         (d) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series C
Preferred Stock (i) shall not be entitled to receive the Liquidation Value of
such shares until payment in full or provision has been made for the payment in
full of all claims of creditors of the Corporation and the liquidation
preferences for all Senior Securities, and (ii) shall be entitled to receive the
Liquidation Value of such shares before any payment or distribution of any
assets of the Corporation shall be made or set apart for holders of any Junior
Securities. Subject to clause (i) above, if the assets of the Corporation are
not sufficient to pay in full the Liquidation Value payable to the holders of
shares of Series C Preferred Stock and the liquidation preference payable to the
holders of any Parity Securities, then such assets, or the proceeds thereof,
shall be distributed among the holders of shares of Series C Preferred Stock and
any such other Parity Securities ratably in accordance with the Liquidation
Value and the liquidation preference for the Parity Securities, respectively.

         (e) Neither a consolidation or merger of the Corporation with or into
any other entity, nor a merger of any other entity with or into the Corporation,
nor a sale or transfer of all or any part of the Corporation's assets for cash,
securities or other property shall by itself be considered a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
4.

         5. CHANGE IN CONTROL.

         Upon a Change in Control, holders of the outstanding shares of Series C
Preferred Stock may, at their election:

         (a) if the Conversion Approval has been obtained, convert the Series C
Preferred Stock into Common Stock in accordance with the provisions of Section 7
hereof and receive the Change in Control Consideration upon conversion;

         (b) exercise the holder's right to have the Series C Preferred Stock
specially redeemed in accordance with the provisions of Section 8 hereof
(without regard to whether such Change in Control occurs prior to the
seven-month anniversary of the consummation of the AHI Acquisition);

         (c) in lieu of receiving any liquidation preference in respect of such
Series C Preferred Stock upon such Change in Control, continue to hold the
Series C Preferred Stock in any surviving entity resulting from such Change in
Control or, in the case of a sale of the Corporation's assets which results in a
Change in Control, the entity purchasing such assets, provided, however, that
the provisions hereof (including but not limited to the provisions of Sections 7
and 8 following the date of such Change in Control) shall continue to remain in
effect with respect to such Series C Preferred Stock; or

         (d) within sixty days after the Change in Control Date, request, in
lieu of receiving the Change in Control Consideration, that the Corporation
redeem, out of funds lawfully available for the redemption of shares, the Series
C Preferred Stock (the "REDEMPTION REQUEST") for an amount in cash equal to the
Liquidation Value as of the Redemption Date and after giving effect to the
Change in Control; provided, that the Corporation may, in lieu of

                                       5


making the redemption so requested, effect a Remarketing pursuant to Section
6(b). Promptly but in any event within five days after receipt of the
Redemption Request, the Corporation shall provide a written notice to all
holders of the Series C Preferred Stock setting forth whether it will redeem the
Series C Preferred Stock or effect a Remarketing. In the event the Corporation
elects to redeem the Series C Preferred Stock, the Series C Preferred Stock
shall be redeemed in accordance with Section 6(a). In the event the Corporation
elects to effect a Remarketing, the Remarketing shall be effected in accordance
with Section 6(b) (as long as such Remarketing is effected within 120 days after
making a Redemption Request).

         (e) As used in this Section 5, "CHANGE IN CONTROL CONSIDERATION" means
the shares of stock, securities, cash or other property issuable or payable (as
part of any reorganization, reclassification, consolidation, merger or sale in
connection with the Change in Control) with respect to or in exchange for such
number of outstanding shares of Common Stock as would have been received upon
conversion of the shares of Series C Preferred Stock into shares of Common Stock
and Series B Preferred Stock (in the manner described in Section 7 without
regard to any limitations contained therein) and such shares of Series B
Preferred Stock were converted into shares of Common Stock (in the manner
described in the Certificate of Designations relating to the Series B Preferred
Stock without regard to any limitations contained therein).

         6. PROCEDURES FOR REDEMPTION AND REMARKETING.

         (a) (i) In the event of a redemption of shares of Series C Preferred
Stock pursuant to Section 5, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 10 days nor more than 20 days
prior to the Redemption Date, to the office of the Corporation, in the event of
redemption pursuant to Section 5(d). Such notice shall state the date on which
the holder is to surrender to the Corporation the certificates for any shares to
be redeemed (such date, or if such date is not a Business Day, the first
Business Day thereafter, the "REDEMPTION DATE"). Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the Corporation receives the notice.

               (ii) Upon surrender in accordance with the notice of redemption
         of the certificates for any shares so redeemed, such shares shall be
         redeemed by the Corporation at the redemption price aforesaid with
         payment of such redemption price being made on the Redemption Date by
         wire transfer of immediately available funds to the account specified
         by the holder of the shares redeemed. Such redemption shall be
         effective on the Redemption Date, notwithstanding any failure of such
         holders to deliver such certificates, provided that the Redemption
         Price has either been paid to each holder on or prior to such date or
         deposited in a bank in a separate trust account for the sole benefit of
         the holders.

         (b) (i) In the event the Corporation shall elect to effect a
Remarketing, the Corporation shall adjust the dividend rate on the Preferred
Stock to the rate (as of the date of the Remarketing) necessary in the opinion
of a nationally recognized investment banking firm (selected by the Corporation
and reasonably acceptable to the holders of at least a majority of the
outstanding shares of Series C Preferred Stock) (the "REMARKETING AGENT") to
allow the Remarketing Agent to resell all of the Preferred Stock on behalf of
all holders who have delivered a Redemption Request (such resale, the
"REMARKETING") at a price of not less than

                                       6


100% (after deduction of fees for the Remarketing Agent) of the Liquidation
Value then in effect (such adjusted dividend rate, the "ADJUSTED Rate").

               (ii) In the event the Corporation elects to effect a Remarketing:

                     (A) notwithstanding any provision in this Certificate of
               Designations to the contrary, the Adjusted Rate shall be
               effective as of the Redemption Request:

                     (B) the Corporation shall cause the Remarketing Agent to
               effect the Remarketing within 120 days of the Redemption Request;
               and

                     (C) the Corporation shall use its reasonable best efforts
               (together with the Remarketing Agent) to facilitate a Remarketing
               in accordance with the terms hereof.

               (iii) Any Remarketing shall be on such terms that (A) provide for
         the immediate disbursement of proceeds from the Remarketing in an
         amount of not less than 100% (after deduction of fees for the
         Remarketing Agent) of the Liquidation Value then in effect to the
         holders of Series C Preferred Stock in cash, without any escrows,
         holdbacks or similar arrangements and (B) do not contain any
         representations (other than with respect to ownership of the shares of
         Series C Preferred Stock), indemnities, liabilities or other provisions
         imposing any obligation on the holders of the Series C Preferred Stock,
         other than the obligation to tender the certificates representing the
         shares of Series C Preferred Stock to the Remarketing Agent. Each such
         certificate shall bear a legend to the effect that each share of Series
         C Preferred Stock shall be subject to the remarketing provisions
         contained in this Section 6.

         7. MANDATORY CONVERSION.

         (a) Mandatory Conversion. Subject to the provisions of this Section 7,
upon receipt by the Corporation of both (1) the Conversion Approval (as defined
in the Purchase Agreement) and (2) (A) the Charter Amendment Approval (as
defined in the Purchase Agreement) or (B) written waivers of the requirement to
receive the Charter Amendment Approval from holders of shares of Series C
Preferred Stock representing at least a majority of the then outstanding shares
of Series C Preferred Stock; provided that such waivers shall be deemed to have
been granted on the 31-month anniversary of the Initial Funding Date if the
Conversion Approval shall have been obtained even though the Charter Amendment
Approval has not been approved, each share of Series C Preferred Stock shall
automatically convert into fully paid and non-assessable shares of both (x)
Series B Preferred Stock and (y) Common Stock, as set forth in the following
sentences. The number of shares of Series B Preferred Stock into which a share
of the Series C Preferred Stock shall be convertible (calculated to the nearest
1/1,000,000th of a share) shall be determined by multiplying the Liquidation
Value in effect at the time of conversion by 0.857143 (the "PREFERRED RATIO")
and dividing by $1,000.00. The number of shares of Common Stock into which a
share of Series C Preferred Stock shall be convertible (calculated to the
nearest 1/1,000th of a share) shall be determined by multiplying the Original
Liquidation Value by 0.142857 (the "COMMON RATIO") and dividing by the Mandatory
Conversion Price. The "MANDATORY CONVERSION PRICE" shall be equal to $30.00,
subject to the adjustment as described in Section 7(c).

                                       7


         (b) Mechanics of Mandatory Conversion.

               (i) In the event of mandatory conversion pursuant to Section
         7(a), the Corporation shall deliver as promptly as practicable written
         notice to each holder specifying: (A) the Mandatory Conversion Date;
         (B) the number of shares of Common Stock and Series B Preferred Stock
         to be issued in respect of each share of Series C Preferred Stock that
         is converted; (C) the place or places where certificates for such
         shares are to be surrendered for issuance of certificates representing
         shares of Common Stock and Series B Preferred Stock which date shall be
         as soon as practicable following the Mandatory Conversion Date; and (D)
         that dividends on the shares to be converted will cease to accrue on
         such Mandatory Conversion Date.

         Unless the shares issuable upon mandatory conversion are to be issued
         in the same name as the name in which such shares of Series C Preferred
         Stock are registered, each share surrendered for mandatory conversion
         shall be accompanied by instruments of transfer, in form satisfactory
         to the Corporation, duly executed by the holder thereof or such
         holder's duly authorized attorney and an amount sufficient to pay any
         transfer or similar tax in accordance with Section 7(b)(vi). Within two
         Business Days after the surrender by the holder of the certificates for
         shares of Series C Preferred Stock as aforesaid, the Corporation shall
         issue and shall deliver to such holder, or on the holder's written
         order to the holder's transferee, a certificate or certificates for the
         whole number of shares of Common Stock and Series B Preferred Stock
         issuable upon the mandatory conversion of such shares and a check
         payable in an amount corresponding to any fractional interest in a
         share of Common Stock or Series B Preferred Stock as provided in
         Section 7(b)(vii).

               (ii) The mandatory conversion shall be deemed to have been
         effected at the close of business on the date of receipt by the
         Corporation of the last to be received of (1) the Conversion Approval
         (as defined in the Purchase Agreement) and (2) (A) the Charter
         Amendment Approval (as defined in the Purchase Agreement) or (B)
         written waivers of the requirement to receive the Charter Amendment
         Approval from holders of shares of Series C Preferred Stock
         representing at least a majority of the then outstanding shares of
         Series C Preferred Stock (the "MANDATORY CONVERSION DATE"). At such
         time on the Mandatory Conversion Date:

                     (A) the person in whose name or names any certificate or
               certificates for shares of Common Stock and Series B Preferred
               Stock shall be issuable upon such mandatory conversion shall be
               deemed to have become the holder of record of the shares of
               Common Stock and Series B Preferred Stock represented thereby at
               such time; and

                     (B) such shares of Series C Preferred Stock so converted
               shall no longer be deemed to be outstanding, and all rights of a
               holder with respect to such shares shall immediately terminate
               except the right to receive the Common Stock and Series B
               Preferred Stock and other amounts payable pursuant to this
               Section 7.

                                       8


         All shares of Common Stock and Series B Preferred Stock delivered upon
         mandatory conversion of the Series C Preferred Stock will, upon
         delivery, be duly and validly authorized and issued, fully paid and
         nonassessable, free from all preemptive rights and free from all taxes,
         liens, security interests and charges (other than liens or charges
         created by or imposed upon the holder or taxes in respect of any
         transfer occurring contemporaneously therewith).

               (iii) Holders of shares of Series C Preferred Stock at the close
         of business on a Dividend Payment Record Date shall be entitled to
         receive the dividend payable on such shares on the corresponding
         Dividend Payment Date notwithstanding the mandatory conversion thereof
         following such Dividend Payment Record Date and prior to such Dividend
         Payment Date. A holder of shares of Series C Preferred Stock on a
         Dividend Payment Record Date who (or whose transferee) tenders any such
         shares for mandatory conversion into shares of Common Stock on such
         Dividend Payment Date will be entitled to receive the dividend payable
         by the Corporation on such shares of Series C Preferred Stock, and the
         converting holder need not include payment of the amount of such
         dividend upon surrender of shares of Series C Preferred Stock for
         mandatory conversion.

               (iv) The Corporation will at all times reserve and keep
         available, free from preemptive rights, out of its authorized but
         unissued Common Stock and Series B Preferred Stock, solely for the
         purpose of effecting mandatory conversions of the Series C Preferred
         Stock, the aggregate number of shares of Common Stock and Series B
         Preferred Stock issuable upon mandatory conversion of the Series C
         Preferred Stock. The Corporation will procure, at its sole expense, the
         listing of the shares of Common Stock, subject to issuance or notice of
         issuance, on the principal domestic stock exchange on which the Common
         Stock is then listed or traded. The Corporation will take all
         commercially reasonable action as may be necessary to ensure that the
         shares of Common Stock and Series B Preferred Stock may be issued
         without violation of any applicable law or regulation or of any
         requirement of any securities exchange on which the shares of Common
         Stock are listed or traded.

               (v) Issuances of certificates for shares of Common Stock and
         Series B Preferred Stock upon mandatory conversion of the Series C
         Preferred Stock shall be made without charge to any holder of shares of
         Series C Preferred Stock for any issue or transfer tax (other than
         taxes in respect of any transfer occurring contemporaneously therewith
         or as a result of the holder being a non-U.S. person) or other
         incidental expense in respect of the issuance of such certificates, all
         of which taxes and expenses shall be paid by the Corporation; provided,
         however, that the Corporation shall not be required to pay any tax
         which may be payable in respect of any transfer involved in the
         issuance or delivery of shares of Common Stock or Series B Preferred
         Stock in a name other than that of the holder of the Series C Preferred
         Stock to be converted, and no such issuance or delivery shall be made
         unless and until the person requesting such issuance or delivery has
         paid to the Corporation the amount of any such tax or has established,
         to the satisfaction of the Corporation, that such tax has been paid.

               (vi) In connection with the mandatory conversion of shares of
         Series C Preferred Stock,

                                       9


                     (A) no fractions of shares of Common Stock shall be issued,
               but in lieu thereof the Corporation shall pay a cash adjustment
               in respect of such fractional interest in an amount equal to such
               fractional interest multiplied by the Market Price per share of
               Common Stock on the Mandatory Conversion Date.

                     (B) no fractions of shares of Series B Preferred Stock
               shall be issued, but in lieu thereof the Corporation shall pay a
               cash adjustment in respect of such fractional interest in an
               amount equal to such fractional interest multiplied by the
               Liquidation Value then in effect per share of Series B Preferred
               Stock on the Mandatory Conversion Date.

         (c) Adjustments to Mandatory Conversion Price. The Mandatory Conversion
Price shall be adjusted from time to time as follows:

               (i) Common Stock Issued at Less than Market Value. If the
         Corporation issues or sells any Common Stock other than Excluded Stock
         without consideration or for consideration per share less than the
         Market Price of the Common Stock, as of the day of such issuance or
         sale, the Mandatory Conversion Price in effect immediately prior to
         each such issuance or sale will immediately (except as provided below)
         be reduced to the price determined by multiplying (A) the Mandatory
         Conversion Price at which shares of Series C Preferred Stock were
         theretofore convertible by (B) a fraction of which the numerator shall
         be the sum of (1) the number of shares of Common Stock outstanding
         immediately prior to such issuance or sale and (2) the number of
         additional shares of Common Stock that the aggregate consideration
         received by the Corporation for the number of shares of Common Stock so
         offered would purchase at the Market Price per share of Common Stock on
         the last Trading Day immediately preceding such issuance or sale, and
         of which the denominator shall be the number of shares of Common Stock
         outstanding immediately after such issuance or sale. For the purposes
         of any adjustment of the Mandatory Conversion Price pursuant to this
         Section 7(c), the following provisions shall be applicable:

                     (A) In the case of the issuance of Common Stock for cash,
               the amount of the consideration received by the Corporation shall
               be deemed to be the amount of the cash proceeds received by the
               Corporation for such Common Stock before deducting therefrom any
               discounts or commissions allowed, paid or incurred by the
               Corporation for any underwriting or otherwise in connection with
               the issuance and sale thereof.

                     (B) In the case of the issuance of Common Stock (otherwise
               than upon the conversion of shares of Capital Stock or other
               securities of the Corporation) for a consideration in whole or in
               part other than cash, including securities acquired in exchange
               therefor (other than securities by their terms so exchangeable),
               the consideration other than cash shall be deemed to be the fair
               value thereof as determined by the Board of Directors, provided,
               however, that such fair value as determined by the Board of
               Directors shall not exceed the aggregate Market Price of the
               shares of Common Stock being issued as of the date the Board of
               Directors authorizes the issuance of such shares.

                                       10


                     (C) In the case of the issuance of (a) options, warrants or
               other rights to purchase or acquire Common Stock (whether or not
               at the time exercisable) or (b) securities by their terms
               convertible into or exchangeable for Common Stock (whether or not
               at the time so convertible or exchangeable) or options, warrants
               or rights to purchase such convertible or exchangeable securities
               (whether or not at the time exercisable):

                           (1) the aggregate maximum number of shares of Common
                     Stock deliverable upon exercise of such options, warrants
                     or other rights to purchase or acquire Common Stock shall
                     be deemed to have been issued at the time such options,
                     warrants or rights are issued and for a consideration equal
                     to the consideration (determined in the manner provided in
                     Section 7(c)(i) (A) and (B)), if any, received by the
                     Corporation upon the issuance of such options, warrants or
                     rights plus the minimum purchase price provided in such
                     options, warrants or rights for the Common Stock covered
                     thereby;

                           (2) the aggregate maximum number of shares of Common
                     Stock deliverable upon conversion of or in exchange for any
                     such convertible or exchangeable securities, or upon the
                     exercise of options, warrants or other rights to purchase
                     or acquire such convertible or exchangeable securities and
                     the subsequent conversion or exchange thereof, shall be
                     deemed to have been issued at the time such securities were
                     issued or such options, warrants or rights were issued and
                     for a consideration equal to the consideration, if any,
                     received by the Corporation for any such securities and
                     related options, warrants or rights (excluding any cash
                     received on account of accrued interest or accrued
                     dividends), plus the additional consideration (determined
                     in the manner provided in Section 7(c)(i) (A) and (B)), if
                     any, to be received by the Corporation upon the conversion
                     or exchange of such securities, or upon the exercise of any
                     related options, warrants or rights to purchase or acquire
                     such convertible or exchangeable securities and the
                     subsequent conversion or exchange thereof;

                           (3) on any change in the number of shares of Common
                     Stock deliverable upon exercise of any such options,
                     warrants or rights or conversion or exchange of such
                     convertible or exchangeable securities or any change in the
                     consideration to be received by the Corporation upon such
                     exercise, conversion or exchange, but excluding changes
                     resulting from the anti-dilution provisions thereof (to the
                     extent comparable to the anti-dilution provisions contained
                     herein), the Mandatory Conversion Price as then in effect
                     shall forthwith be readjusted to such Mandatory Conversion
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants or rights
                     not exercised prior to such change, or of such convertible
                     or exchangeable securities not converted or exchanged prior
                     to such change, upon the basis of such change;

                                       11


                           (4) on the expiration or cancellation of any such
                     options, warrants or rights (without exercise), or the
                     termination of the right to convert or exchange such
                     convertible or exchangeable securities (without exercise),
                     if the Mandatory Conversion Price shall have been adjusted
                     upon the issuance thereof, the Mandatory Conversion Price
                     shall forthwith be readjusted to such Mandatory Conversion
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants, rights or
                     such convertible or exchangeable securities on the basis of
                     the issuance of only the number of shares of Common Stock
                     actually issued upon the exercise of such options, warrants
                     or rights, or upon the conversion or exchange of such
                     convertible or exchangeable securities; and

                           (5) if the Mandatory Conversion Price shall have been
                     adjusted upon the issuance of any such options, warrants,
                     rights or convertible or exchangeable securities, no
                     further adjustment of the Mandatory Conversion Price shall
                     be made for the actual issuance of Common Stock upon the
                     exercise, conversion or exchange thereof.

               (ii) Stock Splits, Subdivisions, Reclassifications or
         Combinations. If the Corporation shall (1) declare a dividend or make a
         distribution on its Common Stock in shares of Common Stock, (2)
         subdivide or reclassify the outstanding shares of Common Stock into a
         greater number of shares, or (3) combine or reclassify the outstanding
         Common Stock into a smaller number of shares, the Mandatory Conversion
         Price in effect at the time of the record date for such dividend or
         distribution or the effective date of such subdivision, combination or
         reclassification shall be adjusted to the number obtained by
         multiplying the Mandatory Conversion Price at which the shares of
         Series C Preferred Stock were theretofore convertible by a fraction,
         the numerator of which shall be the number of shares of Common Stock
         outstanding immediately prior to such action, and the denominator of
         which shall be the number of shares of Common Stock outstanding
         immediately following such action.

               (iii) Certain Repurchases of Common Stock. In case the
         Corporation effects a Pro Rata Repurchase of Common Stock, then the
         Mandatory Conversion Price shall be reduced to the price determined by
         multiplying the Mandatory Conversion Price in effect immediately prior
         to the effective date of such Pro Rata Repurchase by a fraction of
         which the numerator shall be the product of the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at such effective date, multiplied by the Market Price per share of
         Common Stock on the Trading Day next succeeding such effective date,
         and the denominator of which shall be the sum of (A) the fair market
         value of the aggregate consideration payable to stockholders based upon
         the acceptance (up to any maximum specified in the terms of the tender
         or exchange offer) of all shares validly tendered or exchanged and not
         withdrawn as of such effective date (the shares deemed so accepted, up
         to any maximum, being referred to as the "PURCHASED SHARES") and (B)
         the product of the number of shares of Common Stock outstanding (less
         any Purchased Shares) at such effective date and the Market Price per
         share of Common Stock on the Trading Day next succeeding such effective
         date, such reduction

                                       12


         to become effective immediately prior to the opening of business on the
         day following such effective date.

               (iv) Successive Adjustments. Successive adjustments in the
         Mandatory Conversion Price shall be made, without duplication, whenever
         any event specified in Sections 7(c)(i), (ii) or (iii) or Section 13
         shall occur.

               (v) Rounding of Calculations; Minimum Adjustments. All
         calculations under this Section 7(c) shall be made to the nearest
         one-tenth (1/10th) of a cent. No adjustment in the Mandatory Conversion
         Price is required if the amount of such adjustment would be less than
         $0.01; provided, however, that any adjustments which by reason of this
         Section 7(c)(v) are not required to be made will be carried forward and
         given effect in any subsequent adjustment.

               (vi) Adjustment for Unspecified Actions. If the Corporation takes
         any action affecting the Common Stock, other than action described in
         this Section 7(c), which in the opinion of the Board of Directors would
         materially adversely affect the conversion rights of the holders of
         shares of Series C Preferred Stock, the Mandatory Conversion Price may
         be adjusted, to the extent permitted by law, in such manner, if any,
         and at such time, as such Board of Directors may determine in good
         faith to be equitable in the circumstances. Failure of the Board of
         Directors to provide for any such adjustment prior to the effective
         date of any such action by the Corporation affecting the Common Stock
         will be evidence that the Board of Directors has determined that it is
         equitable to make no adjustments in the circumstances.

               (vii) Voluntary Adjustment by the Corporation. The Corporation
         may at its option, at any time during the term of the Series C
         Preferred Stock, reduce the then current Mandatory Conversion Price to
         any amount deemed appropriate by the Board of Directors; provided,
         however, that if the Corporation elects to make such adjustment, such
         adjustment will remain in effect for at least a 15-day period, after
         which time the Corporation may, at its option, reinstate the Mandatory
         Conversion Price in effect prior to such reduction, subject to any
         interim adjustments pursuant to this Section 7(c).

               (viii) Statement Regarding Adjustments. Whenever the Mandatory
         Conversion Price shall be adjusted as provided in this Section 7(c),
         the Corporation shall forthwith file, at the principal office of the
         Corporation, a statement showing in reasonable detail the facts
         requiring such adjustment and the Mandatory Conversion Price that shall
         be in effect after such adjustment and the Corporation shall also cause
         a copy of such statement to be sent by mail, first class postage
         prepaid, to each holder of shares of Series C Preferred Stock at the
         address appearing in the Corporation's records.

               (ix) Notices. In the event that the Corporation shall give notice
         or make a public announcement to the holders of Common Stock of any
         action of the type described in this Section 7(c) (but only if the
         action of the type described in this Section 7(c) would result in an
         adjustment in the Mandatory Conversion Price or a change in the type of
         securities or property to be delivered upon conversion of the Series C
         Preferred Stock), the Corporation shall, at the time of such notice or
         announcement, and in the case of any

                                       13


         action which would require the fixing of a record date, at least 10
         days prior to such record date, give notice to each holder of shares
         of Series C Preferred Stock, in the manner set forth in Section
         7(c)(ix), which notice shall specify the record date, if any, with
         respect to any such action and the approximate date on which such
         action is to take place. Such notice shall also set forth the facts
         with respect thereto as shall be reasonably necessary to indicate the
         effect on the Mandatory Conversion Price and the number, kind or class
         of shares or other securities or property which shall be deliverable
         upon conversion of the Series C Preferred Stock. Failure to give such
         notice, or any defect therein, shall not affect the legality or
         validity of any such action.

               (x) Miscellaneous. Except as provided in Section 7(c), no
         adjustment in respect of any dividends or other payments or
         distributions made to holders of Series C Preferred Stock of securities
         issuable upon the conversion of the Series C Preferred Stock will be
         made during the term of the Series C Preferred Stock or upon the
         conversion of the Series C Preferred Stock. In addition,
         notwithstanding any of the foregoing, no such adjustment will be made
         for the issuance or conversion of any Securities (as defined in the
         Purchase Agreement).

         8. SPECIAL REDEMPTION.

         (a) Right to Special Redemption.

               (i) From and after the seven-month anniversary of the
         consummation of the AHI Acquisition, subject to the provisions of this
         Section 8, to the extent permitted under the Corporation's senior
         credit facility (including pursuant to refinancings thereof that do not
         contain provisions that restrict the payments pursuant to this Section
         8 that are materially more restrictive than the provisions in the
         Corporation's senior credit facility), each holder of a share of Series
         C Preferred Stock shall have the right, at any time and from time to
         time, at such holder's option, to require the Corporation to redeem any
         or all of such holder's shares of Series C Preferred Stock, in whole or
         in part, at a price per share of Series C Preferred Stock equal to (x)
         the Liquidation Value in effect on the Special Redemption Date (as
         defined herein) times (y) the Market Price of a share of Common Stock
         on the date such holder transmits to the Corporation the notice
         required by Section 8(b)(i)(A) divided by (z) the Special Redemption
         Price. The "SPECIAL REDEMPTION PRICE" shall initially be equal to
         $31.71; provided that as of the seven-month anniversary of the Initial
         Funding Date the Special Redemption Price shall be reduced by 10.00%.
         In any event, the Special Redemption Price shall be subject to
         adjustment as described in Section 8(c).

               (ii) From and after the fifth anniversary of the Initial Funding
         Date, the Corporation shall have the right, at the Corporation's
         option, to redeem outstanding shares of Series C Preferred Stock, from
         time to time, in whole or in part (on a pro rata basis), at a price per
         share of Series C Preferred Stock equal to (x) the Liquidation Value on
         the Special Redemption Date times (y) the Market Price of a share of
         Common Stock on the date on which the Corporation transmits to the
         holders of shares of Series C Preferred Stock to be redeemed the notice
         required by Section 8(b)(i)(B) divided by (z) the Special Redemption
         Price, but only if at the time the Corporation exercises this

                                       14


         option, (A) the average Market Price of the Common Stock for each
         Trading Day during a period of 30 consecutive Trading Days ended within
         10 days prior to the date the Corporation exercises this option exceeds
         210% of the Conversion Price and (B) the Market Price of the Common
         Stock during such period exceeds 210% of the Conversion Price for 15
         consecutive Trading Days during the period referred to in clause (A).

         (b) Mechanics of Special Redemption. A holder of shares of Series C
Preferred Stock or the Corporation, as the case may be, that elects to exercise
its rights to special redemption pursuant to Section 8(a) shall provide notice
to the other party as follows:

               (i) (A) Holder's Notice and Surrender. To exercise its right to
         special redemption pursuant to Section 8(a)(i), a holder of shares of
         Series C Preferred Stock shall surrender the certificate or
         certificates representing such shares of Series C Preferred Stock at
         the office of the Corporation (or any transfer agent of the Corporation
         previously designated in writing by the Corporation to the holders of
         shares of Series C Preferred Stock for this purpose) with a written
         notice of election to be specially redeemed, completed and signed,
         specifying the number of shares to be so redeemed.

              (B) Corporation's Notice. To exercise its right to special
         redemption pursuant to Section 8(a)(ii), the Corporation shall deliver
         written notice to such holder, at least 5 days and no more than 10
         days prior to the Special Redemption Date, specifying: (1) the number
         of shares of Series C Preferred Stock to be redeemed and, if fewer
         than all the shares held by such holder are to be redeemed, the number
         of shares of Series C Preferred Stock to be redeemed by such holder;
         (2) the Special Redemption Date; (3) the consideration per share to be
         received in respect of each share of Series C Preferred Stock to be
         redeemed and the calculation, in accordance with Section 8(a)(ii), of
         such amount; and (4) the place or places where certificates for such
         shares of Series C Preferred Stock are to be surrendered in exchange
         for payment.

               (ii) The "SPECIAL REDEMPTION DATE" is the date that (A) the
         payment of the Redemption Price to each holder with respect to the
         shares to be redeemed is made or (B) such amounts are irrevocably
         deposited in trust with a bank or trust company in good standing for
         the pro rata benefit of the holders of the shares to be redeemed;
         provided that (x) in the case of special redemption pursuant to Section
         8(a)(i), the notice required by Section 8(b)(i)(A) has been transmitted
         to the Corporation and (y) in the case of special redemption pursuant
         to Section 8(a)(ii), the notice required by Section 8(b)(i)(B) has been
         transmitted to the holders of shares of Series C Preferred Stock to be
         redeemed. Each special redemption shall be deemed to have been effected
         immediately prior to the close of business on the Special Redemption
         Date.

               (iii) Notwithstanding any delay by, or failure of, the
         Corporation to pay the Redemption Price to each holder of shares of
         Series C Preferred Shares, or to deposit such amounts in a bank in a
         separate trust account for the sole benefit of the holders, the Market
         Price of a share of Common Stock to be used in calculating any payment
         due to holders of shares of Series C Preferred Stock pursuant to
         Section 8(a) shall be determined as of (x) in the case of special
         redemption pursuant to Section 8(a)(i), the day on which the notice
         required by Section 8(b)(i)(A) shall have transmitted to the
         Corporation and (y)

                                       15


         in the case of special redemption pursuant to Section 8(a)(ii), the
         day on which the notice required by Section 8(b)(i)(B) shall have
         been transmitted to the holders of shares of Series C Preferred Stock
         to be redeemed.

               (iv) The Liquidation Value shall continue to accrete in
         accordance with Section 4 and dividends shall continue to accrue and
         shall be payable in accordance with Section 3 and the holders of Series
         C Preferred Stock shall continue to have all rights as a holder of such
         shares until the Special Redemption Price has either (x) been paid to
         each holder with respect to the shares to be redeemed or (y)
         irrevocably deposited in trust with a bank or trust company in good
         standing for the pro rata benefit of the holders of the shares to be
         redeemed.

               (v) If the Corporation shall have failed to make all payments
         required by this Section 8 to a holder of shares of Series C Preferred
         Stock in respect of shares of Series C Preferred Stock surrendered for
         special redemption in accordance with this Section 8 (x) in the case of
         special redemption pursuant to Section 8(a)(i), then (i) the holders of
         a majority of the then outstanding shares of Series C Preferred Stock
         voting as a single class shall have the right to appoint one director
         to the Corporation's Board of Directors in addition to the Board
         Representative, (ii) the Dividend Rate as set forth in the Certificate
         of Designations with respect to the Series C Preferred Stock shall be
         increased to 10.00%, and (iii) each holder of shares of Series C
         Preferred Stock shall have the right to require the Corporation, by
         giving written notice (the "DEFAULT NOTICE"), to effect a Remarketing;
         provided that all references in Section 6(b) to the "Redemption
         Request" shall be deemed to be changed to "Default Notice" and all
         references to "Liquidation Value" shall be to the "value such Series C
         Preferred Stock would have assuming such Series C Preferred Stock were
         to be converted into shares of Common Stock and Series B Preferred
         Stock (in the manner described in Section 7 without regard to any
         limitations contained therein) and such shares of Series B Preferred
         Stock were converted into shares of Common Stock (in the manner
         described in the Certificate of Designations relating to the Series B
         Preferred Stock without regard to any limitations contained therein)
         based on the Market Price as of the Remarketing."

               (vi) Holders of shares of Series C Preferred Stock at the close
         of business on a Dividend Payment Record Date shall be entitled to
         receive the dividend payable on such shares on the corresponding
         Dividend Payment Date notwithstanding the special redemption thereof
         following such Dividend Payment Record Date and prior to such Dividend
         Payment Date. A holder of shares of Series C Preferred Stock on a
         Dividend Payment Record Date who (or whose transferee) tenders any such
         shares for special redemption into shares of Common Stock on such
         Dividend Payment Date will be entitled to receive the dividend payable
         by the Corporation on such shares of Series C Preferred Stock, and the
         converting holder need not include payment of the amount of such
         dividend upon surrender of shares of Series C Preferred Stock for
         special redemption.

               (vii) If fewer than all of the outstanding shares of Series C
         Preferred Stock are specially redeemed pursuant to Section 8(a)(ii),
         the shares shall be specially redeemed on

                                       16


         a pro rata basis (according to the number of shares of Series C
         Preferred Stock held by each holder, with any fractional shares rounded
         to the nearest whole share).

         (c) Adjustments to Special Redemption Price. Special Redemption Price
shall be adjusted from time to time as follows:

               (i) Common Stock Issued at Less than Market Value. If the
         Corporation issues or sells any Common Stock other than Excluded Stock
         without consideration or for consideration per share less than the
         Market Price of the Common Stock, as of the day of such issuance or
         sale, the Special Redemption Price in effect immediately prior to each
         such issuance or sale will immediately (except as provided below) be
         reduced to the price determined by multiplying (A) the Special
         Redemption Price at which shares of Series C Preferred Stock were
         theretofore deemed to be redeemable by (B) a fraction of which the
         numerator shall be the sum of (1) the number of shares of Common Stock
         outstanding immediately prior to such issuance or sale and (2) the
         number of additional shares of Common Stock that the aggregate
         consideration received by the Corporation for the number of shares of
         Common Stock so offered would purchase at the Market Price per share of
         Common Stock on the last trading day immediately preceding such
         issuance or sale, and of which the denominator shall be the number of
         shares of Common Stock outstanding immediately after such issuance or
         sale. For the purposes of any adjustment of the Special Redemption
         Price pursuant to this Section 8(c), the following provisions shall be
         applicable:

                     (A) In the case of the issuance of Common Stock for cash,
               the amount of the consideration received by the Corporation shall
               be deemed to be the amount of the cash proceeds received by the
               Corporation for such Common Stock before deducting therefrom any
               discounts or commissions allowed, paid or incurred by the
               Corporation for any underwriting or otherwise in connection with
               the issuance and sale thereof.

                     (B) In the case of the issuance of Common Stock (otherwise
               than upon the conversion of shares of Capital Stock or other
               securities of the Corporation) for a consideration in whole or in
               part other than cash, including securities acquired in exchange
               therefor (other than securities by their terms so exchangeable),
               the consideration other than cash shall be deemed to be the fair
               value thereof as determined by the Board of Directors, provided,
               however, that such fair value as determined by the Board of
               Directors shall not exceed the aggregate Market Price of the
               shares of Common Stock being issued as of the date the Board of
               Directors authorizes the issuance of such shares.

                     (C) In the case of the issuance of (a) options, warrants or
               other rights to purchase or acquire Common Stock (whether or not
               at the time exercisable) or (b) securities by their terms
               convertible into or exchangeable for Common Stock (whether or not
               at the time so convertible or exchangeable) or options, warrants
               or rights to purchase such convertible or exchangeable securities
               (whether or not at the time exercisable):

                                       17


                           (1) the aggregate maximum number of shares of Common
                     Stock deliverable upon exercise of such options, warrants
                     or other rights to purchase or acquire Common Stock shall
                     be deemed to have been issued at the time such options,
                     warrants or rights are issued and for a consideration equal
                     to the consideration (determined in the manner provided in
                     Section 8(c)(i) (A) and (B)), if any, received by the
                     Corporation upon the issuance of such options, warrants or
                     rights plus the minimum purchase price provided in such
                     options, warrants or rights for the Common Stock covered
                     thereby;

                           (2) the aggregate maximum number of shares of Common
                     Stock deliverable upon conversion of or in exchange for any
                     such convertible or exchangeable securities, or upon the
                     exercise of options, warrants or other rights to purchase
                     or acquire such convertible or exchangeable securities and
                     the subsequent conversion or exchange thereof, shall be
                     deemed to have been issued at the time such securities were
                     issued or such options, warrants or rights were issued and
                     for a consideration equal to the consideration, if any,
                     received by the Corporation for any such securities and
                     related options, warrants or rights (excluding any cash
                     received on account of accrued interest or accrued
                     dividends), plus the additional consideration (determined
                     in the manner provided in Section 8(c)(i) (A) and (B)), if
                     any, to be received by the Corporation upon the conversion
                     or exchange of such securities, or upon the exercise of any
                     related options, warrants or rights to purchase or acquire
                     such convertible or exchangeable securities and the
                     subsequent conversion or exchange thereof;

                           (3) on any change in the number of shares of Common
                     Stock deliverable upon exercise of any such options,
                     warrants or rights or conversion or exchange of such
                     convertible or exchangeable securities or any change in the
                     consideration to be received by the Corporation upon such
                     exercise, conversion or exchange, but excluding changes
                     resulting from the anti-dilution provisions thereof (to the
                     extent comparable to the anti-dilution provisions contained
                     herein), the Special Redemption Price as then in effect
                     shall forthwith be readjusted to such Special Redemption
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants or rights
                     not exercised prior to such change, or of such convertible
                     or exchangeable securities not converted or exchanged prior
                     to such change, upon the basis of such change;

                           (4) on the expiration or cancellation of any such
                     options, warrants or rights (without exercise), or the
                     termination of the right to convert or exchange such
                     convertible or exchangeable securities (without exercise),
                     if the Special Redemption Price shall have been adjusted
                     upon the issuance thereof, the Special Redemption Price
                     shall forthwith be readjusted to such Special Redemption
                     Price as would have been obtained had an adjustment been
                     made upon the issuance of such options, warrants,

                                       18


                     rights or such convertible or exchangeable securities on
                     the basis of the issuance of only the number of shares
                     of Common Stock actually issued upon the exercise of such
                     options, warrants or rights, or upon the conversion or
                     exchange of such convertible or exchangeable securities;
                     and

                           (5) if the Special Redemption Price shall have been
                     adjusted upon the issuance of any such options, warrants,
                     rights or convertible or exchangeable securities, no
                     further adjustment of the Special Redemption Price shall be
                     made for the actual issuance of Common Stock upon the
                     exercise, conversion or exchange thereof.

               (ii) Stock Splits, Subdivisions, Reclassifications or
         Combinations. If the Corporation shall (1) declare a dividend or make a
         distribution on its Common Stock in shares of Common Stock, (2)
         subdivide or reclassify the outstanding shares of Common Stock into a
         greater number of shares, or (3) combine or reclassify the outstanding
         Common Stock into a smaller number of shares, the Special Redemption
         Price in effect at the time of the record date for such dividend or
         distribution or the effective date of such subdivision, combination or
         reclassification shall be adjusted to the number obtained by
         multiplying the Special Redemption Price at which the shares of Series
         C Preferred Stock were theretofore redeemable by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding immediately prior to such action, and the denominator of
         which shall be the number of shares of Common Stock outstanding
         immediately following such action.

               (iii) Certain Repurchases of Common Stock. In case the
         Corporation effects a Pro Rata Repurchase of Common Stock, then the
         Special Redemption Price shall be reduced to the price determined by
         multiplying the Special Redemption Price in effect immediately prior to
         the effective date of such Pro Rata Repurchase by a fraction of which
         the numerator shall be the product of (x) the number of shares of
         Common Stock outstanding (including any tendered or exchanged shares)
         at such effective date, multiplied by the Market Price per share of
         Common Stock on the trading day next succeeding such effective date,
         and the denominator of which shall be the sum of (A) the fair market
         value of the aggregate consideration payable to stockholders based upon
         the acceptance (up to any maximum specified in the terms of the tender
         or exchange offer) of all Purchased Shares and (B) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at such effective date and the Market Price per share of Common
         Stock on the trading day next succeeding such effective date, such
         reduction to become effective immediately prior to the opening of
         business on the day following such effective date.

               (iv) Successive Adjustments. Successive adjustments in the
         Special Redemption Price shall be made, without duplication, whenever
         any event specified in Sections 8(c)(i), (ii) or (iii) or Section 13
         shall occur.

               (v) Rounding of Calculations; Minimum Adjustments. All
         calculations under this Section 8(c) shall be made to the nearest
         one-tenth (1/10th) of a cent. No adjustment

                                       19


         in the Special Redemption Price is required if the amount of such
         adjustment would be less than $0.01; provided, however, that any
         adjustments which by reason of this Section 8(c)(v) are not required to
         be made will be carried forward and given effect in any subsequent
         adjustment.

               (vi) Adjustment for Unspecified Actions. If the Corporation takes
         any action affecting the Common Stock, other than action described in
         this Section 8(c), which in the opinion of the Board of Directors would
         materially adversely affect the special redemption rights of the
         holders of shares of Series C Preferred Stock, the Deemed Conversion
         Price may be adjusted, to the extent permitted by law, in such manner,
         if any, and at such time, as such Board of Directors may determine in
         good faith to be equitable in the circumstances. Failure of the Board
         of Directors to provide for any such adjustment prior to the effective
         date of any such action by the Corporation affecting the Common Stock
         will be evidence that the Board of Directors has determined that it is
         equitable to make no adjustments in the circumstances.

               (vii) Voluntary Adjustment by the Corporation. The Corporation
         may at its option, at any time during the term of the shares of Series
         C Preferred Stock, reduce the then current Special Redemption Price to
         any amount deemed appropriate by the Board of Directors; provided,
         however, that if the Corporation elects to make such adjustment, such
         adjustment will remain in effect for at least a 15-day period, after
         which time the Corporation may, at its option, reinstate the Special
         Redemption Price in effect prior to such reduction, subject to any
         interim adjustments pursuant to this Section 8(c).

               (viii) Statement Regarding Adjustments. Whenever the Special
         Redemption Price shall be adjusted as provided in this Section 8(c),
         the Corporation shall forthwith file, at the principal office of the
         Corporation, a statement showing in reasonable detail the facts
         requiring such adjustment and the Special Redemption Price that shall
         be in effect after such adjustment and the Corporation shall also cause
         a copy of such statement to be sent by mail, first class postage
         prepaid, to each holder of shares of Series C Preferred Stock at the
         address appearing in the Corporation's records.

               (ix) Notices. In the event that the Corporation shall give notice
         or make a public announcement to the holders of Common Stock of any
         action of the type described in this Section 8(c) (but only if the
         action of the type described in this Section 8(c) would result in an
         adjustment in the Special Redemption Price), the Corporation shall, at
         the time of such notice or announcement, and in the case of any action
         which would require the fixing of a record date, at least 10 days prior
         to such record date, give notice to each holder of shares of Series C
         Preferred Stock, in the manner set forth in Section 8(c)(viii), which
         notice shall specify the record date, if any, with respect to any such
         action and the approximate date on which such action is to take place.
         Such notice shall also set forth the facts with respect thereto as
         shall be reasonably necessary to indicate the effect on the Special
         Redemption Price and the number, kind or class of shares or other
         securities or property, if any, which shall be deliverable upon special
         redemption of the shares of Series C Preferred Stock. Failure to give
         such notice, or any defect therein, shall not affect the legality or
         validity of any such action.

                                       20


               (x) Miscellaneous. Except as provided in Section 8(c), no
         adjustment in respect of any dividends or other payments or
         distributions made to holders of shares of Series C Preferred Stock of
         amounts payable upon the special redemption of the shares of Series C
         Preferred Stock will be made during the term of the shares of Series C
         Preferred Stock or upon the special redemption of the shares of Series
         C Preferred Stock. In addition, notwithstanding any of the foregoing,
         no such adjustment will be made for the issuance or conversion of any
         Securities (as defined in the Purchase Agreement).

         9. STATUS OF SHARES. All shares of Series C Preferred Stock that are at
any time redeemed pursuant to Section 5, converted pursuant to Section 7 or
specially redeemed pursuant to Section 8 and all shares of Series C Preferred
Stock that are otherwise reacquired by the Corporation shall (upon compliance
with any applicable provisions of the laws of the State of Delaware) have the
status of authorized but unissued shares of preferred stock, without designation
as to series, subject to reissuance by the Board of Directors as shares of any
one or more other series.

         10. VOTING RIGHTS.

         (a) The holders of record of shares of Series C Preferred Stock shall
not be entitled to any voting rights except as hereinafter provided in this
Section 10 or as otherwise provided by law.

         (b) The holders of the shares of Series C Preferred Stock shall be
entitled to notice of all stockholders' meetings in accordance with the
Certificate of Incorporation and Bylaws of the Corporation as if they are
holders of Common Stock.

         (c) So long as at least one-third of the aggregate outstanding shares
of Series C Preferred Stock issued prior to the date of determination remain
outstanding, the Corporation shall not, without the written consent or
affirmative vote at a meeting called for that purpose by holders of at least a
majority of the outstanding shares of Series C Preferred Stock:

               (i) (x) amend, alter or repeal any provision of the Corporation's
         By-laws or Certificate of Incorporation (by merger or otherwise) so as
         to adversely affect the rights, privileges or economics of the Series C
         Preferred Stock; provided that the creation, authorization or issuance
         of any Junior Securities shall not by itself be deemed to have any such
         adverse effect or (y) adopt or permit to be effective any "share
         purchase rights plan" or similar instrument that would have the effect
         of diluting the economic or voting interest in the Corporation of the
         Investor or any holder of Series B Preferred Stock or Series C
         Preferred Stock;

               (ii) create, authorize or issue any Senior Securities or any
         Parity Securities or increase the issued and authorized number of
         shares of Series B Preferred Stock or Series C Preferred Stock, or any
         security convertible into, or exchangeable or exercisable for, shares
         of Senior Securities or Parity Securities, in each case other than the
         creation and issuance of the Series B Preferred Stock pursuant to the
         Purchase Agreement;

               (iii) split, reverse split, subdivide, reclassify or combine the
         Series C Preferred Stock;

                                       21


               (iv) incur or guarantee, directly or indirectly (including
         through merger, acquisition or other transaction), or permit any
         Subsidiary to incur or guarantee, directly or indirectly (including
         through merger, acquisition or other transaction), any indebtedness,
         distribute or permit any non-wholly owned Subsidiary (it being agreed
         that any Subsidiary that would be wholly owned but for directors'
         qualifying shares or other similar de minimis equity interests shall be
         deemed to be wholly owned for the purposes of this clause (iv)) to
         distribute to any securityholders any asset, purchase or permit any
         Subsidiary to purchase any securities issued by the Corporation or any
         Subsidiary or pay or permit any non-wholly owned Subsidiary to pay any
         dividend, if following such transaction, (A) (x) indebtedness divided
         by (y) pro forma EBITDA would be in excess of 4.1; or, (B) (x) the sum
         of (1) indebtedness and (2) Base Liquidation Value of the outstanding
         preferred stock divided by (y) pro forma EBITDA would be in excess of
         5.35. For purposes of these calculations, the terms "indebtedness," and
         "pro forma EBITDA" shall have the meaning attributed to such terms (or
         their functional equivalent) under the Corporation's most significant
         senior credit agreement as such agreement may exist on the date of
         determination or, if no such agreement shall exist on the date of
         determination, the meaning attributed to such terms (or their
         functional equivalent) in the Corporation's most recent senior credit
         agreement, in each case, for the purposes of evaluating the
         Corporation's compliance with financial covenants and as used in this
         clause (iv) the term "Base Liquidation Value" shall have for the
         purposes of each series of preferred stock the meaning assigned to such
         term in the Certificate of Designations relating to such series;

               (v) increase the number of directors on the Corporation's Board
         of Directors above nine; and

               (vi) take any other action that (A) adversely affects the rights
         or privileges of any holder of Series B Preferred Stock or (B)
         adversely affects the economics of any holder of Series B Preferred
         Stock in a manner that disproportionately affects holders of Series B
         Preferred Stock as compared to holders of the Common Stock, it being
         understood that for purposes of subclause (B) any action approved by
         the Designated Director shall not be deemed to have any such adverse
         effect, and provided, further, that operating the business of the
         Corporation in the ordinary course, as determined in good faith by the
         Board of Directors, which shall include including making acquisitions
         or incurring further indebtedness, does not require any approval under
         this clause (vi)(B) so long as such action would not expressly require
         approval of holders of Series C Preferred Stock under any of the
         foregoing clauses (i) through (v) above;

provided that no such consent or vote of the holders of Series C Preferred Stock
shall be required if at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such securities is to be
made, as the case may be, all shares of Series C Preferred Stock at the time
outstanding shall have been converted by the Corporation in accordance with
Section 7(a) hereof.

         (d) The consent or votes required in Section 10(c) shall be in addition
to any approval of stockholders of the Corporation which may be required by law
or pursuant to any provision of

                                       22


the Corporation's Certificate of Incorporation or Bylaws, which approval shall
be obtained by vote of the stockholders of the Corporation in the manner
provided in Section 10(b).

         11. DEFINITIONS.

         Unless the context otherwise requires, when used herein the following
terms shall have the meaning indicated.

         "ACQUISITION" means the closing of the acquisitions by the Corporation
         of AHI, in accordance with the terms of the AHI Acquisition Agreement.

         "AFFILIATE" means with respect to any Person, any other Person
         directly, or indirectly through one or more intermediaries,
         controlling, controlled by or under common control with such Person.
         For purposes of this definition, the term "control" (and correlative
         terms "controlling," "controlled by" and "under common control with")
         means possession of the power, whether by contract, equity ownership or
         otherwise, to direct the policies or management of a Person.

         "AHI" means American Household, Inc.

         "AHI ACQUISITION AGREEMENT" means the Securities Purchase Agreement,
         dated as of September 19, 2004, among the Corporation and the Sellers
         identified therein in the form in which it exists on the date hereof as
         such may be amended in accordance with Section 3.1(d) of the Purchase
         Agreement.

         "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" is defined in Rules 13d-3
         and 13d-5 of the Exchange Act, but without taking into account any
         contractual restrictions or limitations on voting or other rights.

         "BOARD OF DIRECTORS" means the board of directors of the Corporation.

         "BUSINESS COMBINATION" means (i) any reorganization, consolidation,
         merger, share exchange or similar business combination transaction
         involving the Corporation with any Person or (ii) the sale, assignment,
         conveyance, transfer, lease or other disposition by the Corporation of
         all or substantially all of its assets.

         "CAPITAL STOCK" means (i) with respect to any Person that is a
         corporation or company, any and all shares, interests, participations
         or other equivalents (however designated) of capital or capital stock
         of such Person and (ii) with respect to any Person that is not a
         corporation or company, any and all partnership or other equity
         interests of such Person.

         "CHANGE IN CONTROL" shall mean the happening of any of the following
         events:

              (a) The acquisition by any Person (other than Warburg Pincus LLC
         or any of its Affiliates) of Beneficial Ownership of 50% or more of
         either (A) the then-outstanding shares of Common Stock of the
         Corporation (the "OUTSTANDING CORPORATION COMMON STOCK") or (B) the
         combined voting power of the then-outstanding voting securities of the
         Corporation entitled to vote generally in the election of directors
         (the "OUTSTANDING

                                       23


         CORPORATION VOTING SECURITIES"); provided, however, that, for purposes
         of this definition, the following acquisitions shall not constitute a
         Change in Control: (i) any acquisition directly from the Corporation,
         (ii) any acquisition by the Corporation, (iii) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Corporation or any company that is an Affiliate of the Corporation or
         (iv) any acquisition by any corporation pursuant to a transaction that
         complies with (c)(A) and (c)(B) in this definition; or

              (b) Individuals who, as of the date hereof, constitute the Board
         of Directors (the "INCUMBENT BOARD") cease for any reason to constitute
         at least a majority of the Board of Directors; provided, however, that
         any individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Corporation's shareholders,
         was approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board; or

              (c) Consummation of a Business Combination, in each case, unless,
         following such Business Combination, (A) all or substantially all of
         the individuals and entities that were the Beneficial Owners of the
         Outstanding Corporation Common Stock and the Outstanding Corporation
         Voting Securities immediately prior to such Business Combination
         Beneficially Own, directly or indirectly, not less than 50% of the
         then-outstanding shares of common stock and the combined voting power
         of the then-outstanding voting securities entitled to vote generally in
         the election of directors, as the case may be, of the corporation
         resulting from such Business Combination (including, without
         limitation, a corporation that, as a result of such transaction, owns
         the Corporation or all or substantially all of the Corporation's assets
         either directly or through one or more subsidiaries) in substantially
         the same proportions as their ownership immediately prior to such
         Business Combination of the Outstanding Corporation Common Stock and
         the Outstanding Corporation Voting Securities, as the case may be, and
         (B) no Person (excluding any corporation resulting from such Business
         Combination or any employee benefit plan (or related trust) of the
         Corporation or such corporation resulting from such Business
         Combination) beneficially owns, directly or indirectly, 50% or more of,
         respectively, the then-outstanding shares of common stock of the
         corporation resulting from such Business Combination or the combined
         voting power of the then-outstanding voting securities of such
         corporation; or

              (d) Approval by the shareholders of the Corporation of a complete
         liquidation or dissolution of the Corporation.

         "CHANGE IN CONTROL THRESHOLD PRICE" means (a) during the period
         beginning on the Initial Funding Date and ending on the day immediately
         preceding the first anniversary of the Initial Funding Date, $34.10 per
         share of Common Stock, (b) during the period beginning on the first
         anniversary of the Initial Funding Date and ending on the day
         immediately preceding the second anniversary of the Initial Funding
         Date, $36.25 per share of Common Stock, (c) during the period beginning
         on the second anniversary of the Initial Funding Date and ending on the
         day immediately preceding the third anniversary of the Initial Funding
         Date, $39.20 per share of Common Stock, (d) during the period

                                       24


         beginning on the third anniversary of the Initial Funding Date and
         ending on the day immediately preceding the fourth anniversary of the
         Initial Funding Date, $42.10 per share of Common Stock and (e) during
         the period beginning on the fourth anniversary of the Initial Funding
         Date and ending on the day immediately preceding the fifth anniversary
         of the Initial Funding Date, $45.40 per share of Common Stock; provided
         that in the event the Corporation shall (A) declare a dividend on the
         Common Stock payable in Common Stock, (B) subdivide the outstanding
         Common Stock, (C) combine the outstanding Common Stock into a smaller
         number of Common Stock or (D) issue any shares of its capital stock in
         a reclassification of the Common Stock (including any such
         reclassification in connection with a share exchange, consolidation or
         merger in which the Corporation is the continuing or surviving
         corporation) (whether or not permitted by this Certificate) the
         aforementioned prices in effect at the time of the record date for such
         dividend or of the effective date of such subdivision, combination or
         reclassification shall be proportionately adjusted.

         "COMMON STOCK" means the Common Stock of the Corporation, par value
         $0.01 per share.

         "CORPORATION COMPETITOR" shall mean any person that derives more than
         10% of such persons' total annual revenues for its most recently
         completed fiscal year from a business that competes in a material way
         with a business that represents more than 5% of the consolidated
         revenues of the Corporation and its Subsidiaries for its most recently
         completed fiscal year.

         "DESIGNATED DIRECTOR" shall mean the Person, if any, designated as
         "Board Representative" in accordance with Section 4.4 of the Purchase
         Agreement.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
         or any successor statute, and the rules and regulations promulgated
         thereunder.

         "EXCLUDED STOCK" means (i) shares of Common Stock issued by the
         Corporation as a stock dividend payable in shares of Common Stock, or
         upon any subdivision or split-up of the outstanding shares of Capital
         Stock in each case which is subject to the provisions of Section
         7(c)(ii), or upon conversion of shares of Capital Stock (but not the
         issuance of such Capital Stock which will be subject to the provisions
         of Section 7(c)(i)(C)), (ii) the issuance of shares of Common Stock in
         any bona fide underwritten public offering, (iii) the issuance of
         shares of Common Stock (including upon exercise of options) to
         directors, advisors, employees or consultants of the Corporation
         pursuant to a stock option plan, restricted stock plan or other
         agreement approved by the Board of Directors or the Corporation's
         employee stock purchase plan, (iv) the issuance of shares of Common
         Stock in connection with acquisitions of assets or securities of
         another Person (other than issuances to Persons that were affiliates of
         the Corporation at the time that the agreement with respect to such
         issuance was entered into), (v) the issuance of shares of Common Stock
         upon exercise of the Series C Preferred Stock and the Series B
         Preferred Stock and (vi) warrants issued to lenders of non-convertible
         debt and the Common Stock issuable upon the exercise of such warrants;
         provided, that the Common Stock issuable in respect of such warrants
         does not exceed, in the aggregate with respect to all such

                                       25


         issuances of such warrants, 2.00% of the issued and outstanding shares
         of Common Stock.

         "INITIAL FUNDING DATE" means the date on which the Cash Proceeds (as
         defined in the Purchase Agreement) are delivered to the Escrow Agent
         (as defined in the Purchase Agreement) in accordance with the Purchase
         Agreement.

         "MARKET PRICE" means, with respect to a particular security, on any
         given day, the volume weighted average price or, in case no such
         reported sales take place on such day, the average of the highest asked
         and lowest bid prices regular way, in either case on the principal
         national securities exchange on which the applicable security is listed
         or admitted to trading, or if not listed or admitted to trading on any
         national securities exchange, (i) the average of the highest and lowest
         sale prices for such day reported by the Nasdaq Stock Market if such
         security is traded over-the-counter and quoted in the Nasdaq Stock
         Market, or (ii) if such security is so traded, but not so quoted, the
         average of the highest reported asked and lowest reported bid prices of
         such security as reported by the Nasdaq Stock Market or any comparable
         system, or (iii) if such security is not listed on the Nasdaq Stock
         Market or any comparable system, the average of the highest asked and
         lowest bid prices as furnished by two members of the National
         Association of Securities Dealers, Inc. selected from time to time by
         the Corporation for that purpose. If such security is not listed and
         traded in a manner that the quotations referred to above are available
         for the period required hereunder, the Market Price per share of Common
         Stock shall be deemed to be the fair value per share of such security
         as determined in good faith by the Board of Directors.

         "PERSON" means an individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Exchange Act).

         "PRO RATA REPURCHASES" means any purchase of shares of Common Stock by
         the Corporation or any Affiliate thereof pursuant to any tender offer
         or exchange offer subject to Section 13(e) of the Exchange Act, or
         pursuant to any other offer available to substantially all holders of
         Common Stock, whether for cash, shares of capital stock of the
         Corporation, other securities of the Corporation, evidences of
         indebtedness of the Corporation or any other person or any other
         property (including, without limitation, shares of capital stock, other
         securities or evidences of indebtedness of a Subsidiary of the
         Corporation), or any combination thereof, effected while any shares of
         Series C Preferred Stock are outstanding; provided, however, that "Pro
         Rata Repurchase" shall not include any purchase of shares by the
         Corporation or any Affiliate thereof made in accordance with the
         requirements of Rule 10b-18 as in effect under the Exchange Act. The
         "Effective Date" of a Pro Rata Repurchase shall mean the date of
         acceptance of shares for purchase or exchange under any tender or
         exchange offer which is a Pro Rata Repurchase or the date of purchase
         with respect to any Pro Rata Repurchase that is not a tender or
         exchange offer.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
         September 19, 2004, among the Corporation and the purchasers named
         therein, including all schedules and exhibits thereto, as the same may
         be amended from time to time.

                                       26


         "SERIES B PREFERRED STOCK" shall mean the Series B Preferred Stock of
         the Corporation issued or to be issued, in accordance with the Purchase
         Agreement.

         "SUBSIDIARY" of a Person means (i) a corporation, a majority of whose
         stock with voting power, under ordinary circumstances, to elect
         directors is at the time of determination, directly or indirectly,
         owned by such Person or by one or more Subsidiaries of such Person, or
         (ii) any other entity (other than a corporation) in which such Person
         or one or more Subsidiaries of such Person, directly or indirectly, at
         the date of determination thereof has at least a majority ownership
         interest.

         "TRADING DAY" means any day that the New York Stock Exchange, Inc. is
         open for trading.

         "TRANSFER" shall mean any sale, transfer, assignment, pledge or other
         disposition or encumbrance.

         12. MERGER OR CONSOLIDATION OF THE CORPORATION.

         The Corporation will not merge or consolidate into, or sell, transfer
or lease all or substantially all of its property to, any other corporation
unless the successor, transferee or lessee corporation, as the case may be (if
not the Corporation), (a) expressly assumes the due and punctual performance and
observance of each and every covenant and condition of this Certificate to be
performed and observed by the Corporation and (b) expressly agrees to exchange,
at the holder's option, shares of Series C Preferred Stock for shares of the
surviving corporation's capital stock on terms substantially similar to the
terms under this Certificate. In case of any Business Combination or
reclassification of Common Stock (other than a reclassification of Common Stock
referred to in Section 7(c)(ii)), lawful provision shall be made as part of the
terms of such Business Combination or reclassification whereby the holder of
each share of Series C Preferred Stock then outstanding shall have the right
thereafter to convert such share only into the kind and amount of securities,
cash and other property receivable upon the Business Combination or
reclassification by a holder of the number of shares of Common Stock into which
a share of Series C Preferred Stock would have been convertible immediately
prior to the Business Combination or reclassification. The Corporation, the
Person formed by the consolidation or resulting from the merger or which
acquires such assets or which acquires the Corporation's shares, as the case may
be, shall make provisions in its certificate or articles of incorporation or
other constituent documents to establish such rights and to ensure that the
dividend, voting and other rights of the holders of Series C Preferred Stock
established herein are unchanged, except as required by applicable law. The
certificate or articles of incorporation or other constituent documents shall
provide for adjustments, which, for events subsequent to the effective date of
the certificate or articles of incorporation or other constituent documents,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in Section 7 and in Section 8.

         13. RESTRICTIONS ON TRANSFER.

         Without the prior written consent of the Corporation, a holder of
shares of Series C Preferred Stock may not transfer such shares of Series C
Preferred Stock to any person if such

                                       27


person (i) is a Corporation Competitor or (ii) has not executed a joinder
agreement pursuant to which it has agreed to be bound by the Purchase Agreement
provided that the foregoing transfer restrictions shall not apply to Permitted
Transfers (as defined in the Purchase Agreement).

         14. NO OTHER RIGHTS.

         The shares of Series C Preferred Stock shall not have any relative,
participating, optional or other special rights and powers except as set forth
herein or as may be required by law.

         This Certificate shall become effective upon the filing thereof with
the Secretary of State of the State of Delaware.

                                       28


         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed and acknowledged by its undersigned duly authorized officer this
19th day of January, 2005.

                                             JARDEN CORPORATION


                                             By: /s/ Ian Ashken
                                                 -------------------------------
                                                 Name:  Ian Ashken
                                                 Title: Chief Financial Officer
                                                        and Secretary









                            CERTIFICATE OF CORRECTION
                                       OF
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
   AND RIGHTS OF SERIES C MANDATORY CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION


                        Pursuant to Section 103(f) of the
                General Corporation Law of the State of Delaware

         This certificate of correction is being duly executed and filed by the
undersigned to correct the certificate of designations of a domestic corporation
under the provisions of Section 103(f) of the Delaware General Corporation Law.
It is hereby certified as follows:

         1.   The name of the corporation (the "CORPORATION") is: Jarden
              Corporation.

         2.   The title and date of filing of the Corporation's certificate to
              be corrected by virtue of this certificate of correction is as
              follows: Certificate of Designations, Preferences and Rights of
              Series C Mandatory Convertible Participating Preferred Stock of
              the Corporation (the "CERTIFICATE OF DESIGNATIONS"), filed with
              the Secretary of State of the State of Delaware on January 19,
              2005.

         3.   The inaccuracy or defect of the Certificate of Designations to be
              corrected is as follows: in the second line of Section 13 of the
              Certificate of Designations, the term "transfer" is not
              capitalized.

         4.   In order to correct the foregoing inaccuracy or defect, the word
              "transfer" in the second line of Section 13 of the Certificate of
              Designations is corrected to read "Transfer".



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
duly executed and acknowledged by its undersigned duly authorized officer this
24th day of January, 2005.

                                  JARDEN CORPORATION


                                  By: /s/ Desiree DeStefano
                                     ------------------------------------------
                                     Name: Desiree DeStefano
                                     Title: Senior Vice President

EX-10.1

================================================================================



                                 $1,050,000,000

                                CREDIT AGREEMENT

                          Dated as of January 24, 2005

                                      among

                               JARDEN CORPORATION
                                as the Borrower,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                            as Administrative Agent,

                               CITICORP USA, INC.,
                              as Syndication Agent,

                                       and

                             BANK OF AMERICA, N.A.,

                          NATIONAL CITY BANK OF INDIANA

                                       and

                                 SUNTRUST BANK,
                                       as
                             Co-Documentation Agents

                                       and

                    THE LENDERS AND L/C ISSUERS PARTY HERETO

                                       and

                          CITIGROUP GLOBAL MARKETS INC.

                                       and

                            CIBC WORLD MARKETS CORP.,
                                       as
              Joint-Lead Arrangers and Joint Book-Running Managers





                               TABLE OF CONTENTS


                                                                                                               PAGE

ARTICLE I             DEFINITIONS................................................................................2

         1.01     Defined Terms..................................................................................2

         1.02     Other Interpretive Provisions.................................................................44

         1.03     Accounting Terms..............................................................................45

         1.04     Rounding......................................................................................46

         1.05     Conversion of Foreign Currencies..............................................................46

         1.06     References to Agreements and Laws.............................................................47

ARTICLE II            THE COMMITMENTS AND CREDIT EXTENSIONS.....................................................47

         2.01     Term Loan; Facilities Increase................................................................47

         2.02     Revolving Loans; Foreign Currency Loans.......................................................49

         2.03     Borrowings, Conversions and Continuations.....................................................50

         2.04     Letters of Credit.............................................................................52

         2.05     Swing Line Loans..............................................................................61

         2.06     Prepayments...................................................................................63

         2.07     Reduction or Termination of Revolving Credit Commitments......................................68

         2.08     Repayment of Loans............................................................................68

         2.09     Interest......................................................................................70

         2.10     Fees..........................................................................................71

         2.11     Computation of Interest and Fees..............................................................72

         2.12     Evidence of Debt..............................................................................72

         2.13     Payments Generally............................................................................73

         2.14     Sharing of Payments...........................................................................75

         2.15     Currency Conversion and Contingent Funding Agreement..........................................76

         2.16     Designation of Additional Denomination Currencies.............................................78

         2.17     Resignation or Removal of the Foreign Currency Fronting Lender................................78

ARTICLE III           TAXES, YIELD PROTECTION AND ILLEGALITY....................................................79

         3.01     Taxes.........................................................................................79

         3.02     Illegality....................................................................................80

         3.03     Inability to Determine Rates..................................................................81

         3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans........82

         3.05     Funding Losses................................................................................82

         3.06     Matters Applicable to all Requests for Compensation...........................................83

         3.07     Substitution of Lenders.......................................................................83

                                       i



                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE

         3.08     Survival......................................................................................84

ARTICLE IV            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.................................................84

         4.01     Conditions Precedent to Initial Credit Extensions.............................................84

         4.02     Conditions Precedent to Each Credit Extension.................................................89

         4.03     Determinations of Initial Borrowing Conditions................................................90

         4.04     Conditions Precedent to Each Facilities Increase..............................................90

ARTICLE V             REPRESENTATIONS AND WARRANTIES............................................................91

         5.01     Existence, Qualification and Power; Compliance with Laws......................................91

         5.02     Authorization; No Contravention...............................................................91

         5.03     Governmental and Third-Party Authorization; Gaming Authorizations.............................92

         5.04     Binding Effect................................................................................92

         5.05     Financial Statements; No Material Adverse Effect..............................................93

         5.06     Litigation....................................................................................93

         5.07     No Default....................................................................................94

         5.08     Ownership of Property; Liens..................................................................94

         5.09     Environmental Compliance......................................................................94

         5.10     Insurance.....................................................................................95

         5.11     Taxes.........................................................................................95

         5.12     ERISA Compliance..............................................................................96

         5.13     Ownership of Subsidiaries.....................................................................96

         5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act................97

         5.15     Disclosure....................................................................................97

         5.16     Intellectual Property; Licenses, Etc..........................................................97

         5.17     Labor Matters.................................................................................97

         5.18     Solvency......................................................................................98

         5.19     Off-Balance Sheet Liabilities.................................................................98

         5.20     Tax Shelter Regulations.......................................................................98

         5.21     Use of Proceeds...............................................................................98

         5.22     Title; Real Property..........................................................................98

         5.23     Closing Related Documents; Subordinated Indentures............................................99

         5.24     OFAC..........................................................................................99

                                       ii


                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE

ARTICLE VI            AFFIRMATIVE COVENANTS.....................................................................99

         6.01     Financial Statements..........................................................................99

         6.02     Certificates; Other Information..............................................................100

         6.03     Notices......................................................................................101

         6.04     Payment of Obligations.......................................................................102

         6.05     Preservation of Existence, Etc...............................................................103

         6.06     Maintenance of Properties....................................................................103

         6.07     Maintenance of Insurance.....................................................................103

         6.08     Compliance with Laws and Contractual Obligations; Maintenance of Gaming Licenses.............103

         6.09     Books and Records............................................................................104

         6.10     Inspection Rights............................................................................104

         6.11     Compliance with ERISA........................................................................104

         6.12     Use of Proceeds..............................................................................104

         6.13     Conduct of Business; Maintain Principal Line of Business.....................................104

         6.14     New Subsidiaries and Pledgors................................................................104

         6.15     Collateral Access Agreements and Bailee's Letters............................................106

         6.16     Real Property................................................................................106

         6.17     Interest Rate Contracts......................................................................107

         6.18     Control Accounts; Approved Deposit Accounts..................................................107

         6.19     Immaterial Subsidiaries......................................................................107

         6.20     Further Assurances...........................................................................108

ARTICLE VII           NEGATIVE COVENANTS.......................................................................108

         7.01     Liens........................................................................................108

         7.02     Investments..................................................................................110

         7.03     Indebtedness.................................................................................111

         7.04     Fundamental Changes..........................................................................113

         7.05     Dispositions.................................................................................113

         7.06     Lease Obligations; Sale/Leasebacks...........................................................114

         7.07     Restricted Payments..........................................................................114

         7.08     ERISA........................................................................................115

         7.09     Change in Nature of Business.................................................................116

         7.10     Transactions with Affiliates.................................................................116

                                       iii



                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE

         7.11     Burdensome Agreements........................................................................116

         7.12     Use of Proceeds..............................................................................116

         7.13     Financial Covenants..........................................................................116

         7.14     Acquisitions.................................................................................118

         7.15     Capital Expenditures.........................................................................118

         7.16     Change in Fiscal Year; Accounting Treatment..................................................119

         7.17     Limitation on Cash Payment of Earn-Outs......................................................119

         7.18     Foreign Subsidiaries.........................................................................119

         7.19     Subordinated Indebtedness....................................................................119

         7.20     Status of Borrower...........................................................................120

         7.21     Immaterial Subsidiaries......................................................................120

         7.22     Modification of Constituent Documents........................................................120

         7.23     Modification of Closing Related Documents....................................................120

         7.24     No Speculative Transactions..................................................................120

ARTICLE VIII          EVENTS OF DEFAULT AND REMEDIES...........................................................120

         8.01     Events of Default............................................................................120

         8.02     Remedies Upon Event of Default...............................................................123

         8.03     Application of Funds.........................................................................123

ARTICLE IX            AGENTS...................................................................................124

         9.01     Appointment and Authorization of Administrative Agent and Syndication Agent..................124

         9.02     Delegation of Duties.........................................................................125

         9.03     Liability of Agents..........................................................................125

         9.04     Reliance by Administrative Agent.............................................................126

         9.05     Notice of Default............................................................................126

         9.06     Credit Decision; Disclosure of Information by Agents.........................................126

         9.07     Indemnification of Agents....................................................................127

         9.08     Agents in their Individual Capacity..........................................................127

         9.09     Successor Agents.............................................................................128

         9.10     Administrative Agent May File Proofs of Claim................................................129

         9.11     Collateral and Guaranty Matters..............................................................129

         9.12     Collateral Matters Relating to Related Obligations...........................................131

         9.13     Posting of Approved Electronic Communications................................................131

         9.14     Other Agents; Lead Managers..................................................................132

                                       iv


AR                               TABLE OF CONTENTS
                                  (continued)

                                                                                                              PAGE

TICLE X             MISCELLANEOUS............................................................................133

         10.01    Amendments, Etc..............................................................................133

         10.02    Notices; Etc.................................................................................135

         10.03    No Waiver; Cumulative Remedies...............................................................137

         10.04    Attorney Costs, Expenses and Taxes...........................................................137

         10.05    Indemnification by the Borrower; Limitation of Liability.....................................137

         10.06    Marshalling; Payments Set Aside..............................................................139

         10.07    Assignments and Participations...............................................................139

         10.08    Confidentiality..............................................................................142

         10.09    Right of Setoff..............................................................................143

         10.10    Interest Rate Limitation.....................................................................143

         10.11    Execution in Counterparts....................................................................143

         10.12    Integration..................................................................................143

         10.13    Survival of Representations and Warranties...................................................144

         10.14    Severability.................................................................................144

         10.15    Tax Forms....................................................................................144

         10.16    Binding Effect...............................................................................145

         10.17    Governing Law................................................................................146

         10.18    Submission to Jurisdiction; Service of Process...............................................146

         10.19    Application of Gaming Regulations............................................................146

         10.20    Patriot Act..................................................................................147

         10.21    Section Titles...............................................................................147

         10.22    Waiver of Right to Trial by Jury.............................................................147

         10.23    Entire Agreement.............................................................................147







                                       v



                               TABLE OF CONTENTS

                                                                            PAGE

EXHIBITS
A-1                FORM OF REVOLVING LOAN NOTICE
A-2                FORM OF TERM LOAN INTEREST RATE SELECTION NOTICE
A-3                FORM OF FOREIGN CURRENCY LOAN NOTICE
B                  FORM OF SWING LINE LOAN NOTICE
C-1                FORM OF TERM LOAN NOTE
C-2                FORM OF REVOLVING LOAN NOTE
C-3                FORM OF SWING LINE NOTE
D                  FORM OF COMPLIANCE CERTIFICATE
E                  FORM OF ASSIGNMENT AND ACCEPTANCE
F                  FORM OF GUARANTY
G                  FORM OF LETTER OF CREDIT REPORT
H                  FORM OF REQUEST FOR ISSUANCE OF LETTER OF CREDIT
I                  FORM OF OPINION OF COUNSEL FOR THE LOAN PARTIES
J                  FORM OF PLEDGE AND SECURITY AGREEMENT
K                  FORM OF TERM LOAN LENDER ADDENDUM


SCHEDULES

SCHEDULE I         REVOLVING CREDIT COMMITMENTS
SCHEDULE II        APPLICABLE LENDING OFFICES AND ADDRESSES FOR NOTICES
SCHEDULE III       PRIOR ACQUISITION EARN-OUTS
SCHEDULE IV        COLEMAN IRB INDENTURES
SCHEDULE V         COLEMAN IRB LEASES
SCHEDULE 2.04(M)   EXISTING LETTERS OF CREDIT
SCHEDULE 4.01(D)   REFINANCED INDEBTEDNESS
SCHEDULE 5.02      CONFLICTS
SCHEDULE 5.05      MAE MATTERS
SCHEDULE 5.09      ENVIRONMENTAL MATTERS
SCHEDULE 5.10      INSURANCE
SCHEDULE 5.12      ERISA MATTERS
SCHEDULE 5.13      OWNERSHIP OF SUBSIDIARIES
SCHEDULE 5.19      OFF-BALANCE SHEET LIABILITIES
SCHEDULE 6.15      COLLATERAL ACCESS AGREEMENTS AND BAILEE'S LETTERS
SCHEDULE 7.01      EXISTING LIENS
SCHEDULE 7.02      EXISTING INVESTMENTS
SCHEDULE 7.03      OUTSTANDING INDEBTEDNESS
SCHEDULE 7.22      MODIFICATIONS OF CONSTITUENT DOCUMENTS








                                       1


         CREDIT AGREEMENT dated as of January 24, 2005, among JARDEN
CORPORATION, a Delaware corporation (the "BORROWER"), the Lenders (as defined
below), the L/C Issuers (as defined below), CANADIAN IMPERIAL BANK OF COMMERCE,
as agent for the Lenders and the L/C Issuers (in such capacity, together with
any successor in such capacity, the "ADMINISTRATIVE AGENT"), CITICORP USA, INC.
("CUSA"), as syndication agent for the Lenders and the L/C Issuers (in such
capacity, and together with any successor in such capacity, the "SYNDICATION
AGENT"), and BANK OF AMERICA, N.A. ("BOFA"), NATIONAL CITY BANK OF INDIANA and
SUNTRUST BANK, as Co-Documentation Agents (collectively, the "CO-DOCUMENTATION
AGENTS").

         WHEREAS, the Borrower has requested that the Lenders and L/C Issuers
make available for the purposes specified in this Agreement a term loan,
revolving credit and letter of credit facility; and

         WHEREAS, the Lenders and L/C Issuers are willing to make available to
the Borrower such term loan, revolving credit and letter of credit facility upon
the terms and subject to the conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

                  "ACCOUNTS" has the meaning specified in the UCC.

                  "ACQUISITION" means the acquisition of (i) a controlling
equity or other ownership interest in another Person (including the purchase of
an option, warrant or convertible or similar type security to acquire such a
controlling interest at the time it becomes exercisable by the holder thereof),
whether by purchase of such equity or other ownership interest or upon exercise
of an option or warrant for, or conversion of securities into, such equity or
other ownership interest, or (ii) assets of another Person which constitute all
or any material part of the assets of such Person or of a line or lines of
business conducted by such Person.

                  "ACQUISITION ADJUSTMENTS" means the adjustments to certain
financial terms and computations more particularly described in Section 1.03(c)
(Accounting Terms).

                  "ACQUISITION RELATED EARN-OUTS" means, collectively, the Prior
Acquisition Earn-Outs and the Permitted Acquisition Earn-Outs.

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
introductory paragraph to this Agreement.

                  "ADMINISTRATIVE AGENT'S OFFICE" means the Administrative
Agent's address and, as appropriate, account as set forth on Schedule II
(Applicable Lending Offices and Addresses for Notices), or such other address or
account as the Administrative Agent may from time to time notify to the Borrower
and the Lenders.

                                       2


                  "AFFECTED LENDER" has the meaning specified in Section
3.07(a)(ii) (Substitution of Lenders).

                  "AFFILIATE" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.
"CONTROL" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

                  "AGENT/ARRANGER FEE LETTER" means each of (a) that certain fee
letter, dated as of September 19, 2004, by and among CUSA, CIBC, CGMI and CIBC
WMC and accepted by the Borrower on September 19, 2004 relating to certain fees
payable by the Borrower in connection with this Agreement and the transactions
contemplated hereby and (b) any additional fee letter entered into as part of
any Facilities Increase and executed by, among others, the Borrower and the
Agents.

                  "AGENT-RELATED PERSONS" means each of the Administrative Agent
(including any successor administrative agent) and the Syndication Agent
(including any successor syndication agent), in each case, together with its
respective Affiliates, and the officers, directors, employees, agents, advisors,
representatives and attorneys-in-fact of such Persons and Affiliates.

                  "AGENTS" means, collectively, the Administrative Agent and the
Syndication Agent.

                  "AGGREGATE REVOLVING CREDIT COMMITMENTS" means, as at the date
of determination thereof, the sum of all Revolving Credit Commitments of all
Revolving Lenders at such date.

                  "AGREEMENT" means this Credit Agreement.

                  "AGREEMENT CURRENCY" has the meaning specified in Section
10.18 (Submission to Jurisdiction; Service of Process).

                  "AHI" means American Household, Inc., a Delaware corporation.

                  "AHI COMPANIES" means AHI and its Subsidiaries acquired by the
Borrower in connection with the AHI Acquisition.

                  "AHI ACQUISITION" means the Acquisition by the Borrower (or a
newly formed, wholly-owned direct Subsidiary of the Borrower) of at least 90% of
the Stock of AHI pursuant to the terms and conditions of the AHI Securities
Purchase Agreement; provided, that if the Borrower or such Subsidiary acquires
greater than 90% but less than 100% of the Stock of AHI on the Closing Date, the
Borrower or such Subsidiary, as the case may be, will acquire a 100% ownership
interest in AHI by means of a secondary "short-form" merger transaction promptly
following such Acquisition on the Closing Date but in no event to occur later
than two Business Days after the Closing Date.

                  "AHI ACQUISITION DOCUMENTS" means, individually or
collectively as the context may indicate, (i) the AHI Securities Purchase
Agreement and (ii) each other material transaction document or instrument
entered into or delivered by the Borrower, one or more Subsidiaries of the
Borrower, the AHI Sellers and the AHI Companies, or any of them, related to or
in connection with the AHI Acquisition.

                                       3


                  "AHI ASSUMED INDEBTEDNESS" means the indebtedness described on
Schedule 7.03 (Outstanding Indebtedness) that prior to the Closing Date was
indebtedness of the AHI Companies and will remain outstanding on and as of the
Closing Date in accordance with Section 7.03 (Indebtedness).

                  "AHI SECURITIES PURCHASE AGREEMENT" means the Securities
Purchase Agreement, dated as of September 19, 2004, by and among AHI, the AHI
Sellers and the Borrower, as buyer, together with all exhibits and schedules
thereto.

                  "AHI SELLERS" means the "Sellers" as such term is defined in
the AHI Securities Purchase Agreement.

                  "ALTERNATIVE CURRENCY" means any Denomination Currency and any
other lawful currency other than Dollars that is freely transferable into
Dollars.

                  "APPLICABLE MARGIN" means:

         (a) with respect to the Segments of the Closing Date Term Loan
maintained as (i) Base Rate Loans, a rate equal to 1.00% per annum and (ii)
Eurodollar Rate Loans, a rate equal to 2.00% per annum;

         (b) with respect to any Segments of any Incremental Term Loan, at the
rates per annum for Base Rate Loans and Eurodollar Rate Loans to be agreed by
the Agents and the Borrower prior to the applicable Facilities Increase Date;
and

         (c) with respect to the Revolving Loans, Foreign Currency Loans, and
the Commitment Fee,

                  (i) during the period commencing on the Closing Date and
         ending on the date falling six months after the Closing Date,

                           (x) with respect to the Revolving Loans maintained as
         (A) Base Rate Loans, a rate equal to 1.50% per annum and (B) Eurodollar
         Rate Loans, a rate equal to 2.50% per annum,

                           (y) with respect to Foreign Currency Loans maintained
         as Eurocurrency Rate Loans, a rate equal to 2.50% per annum, and

                           (z) with respect to the Commitment Fee, 0.50% per
         annum; and

                  (ii) thereafter, as of any date of determination, (x) with
         respect to Revolving Loans, a per annum rate equal to the rate set
         forth below opposite the applicable Type of Loan, (y) with respect to
         Foreign Currency Loans, a per annum rate equal to the rate set forth
         below and (z) with respect to the Commitment Fee, a rate per annum
         equal to the rate set forth below, and in each case, the then
         applicable Total Leverage Ratio as specified in the applicable
         Compliance Certificate furnished to the Administrative Agent pursuant
         to Section 6.02(b) (Certificates; Other Information) set forth below:


                                       4




- ----------------------------- ---------------------------------------------- --------------------------- ------------------
TOTAL LEVERAGE RATIO          REVOLVING LOANS AND SWING LINE LOANS           FOREIGN CURRENCY LOANS      COMMITMENT FEE
- ----------------------------- ---------------------------------------------- --------------------------- ------------------
                              BASE RATE LOANS         EURODOLLAR RATE LOANS  EUROCURRENCY RATE LOANS
- ----------------------------- ----------------------- ---------------------- --------------------------- ------------------

Greater than or equal to              1.50%                   2.50%                    2.50%                  0.500%
3.50 to 1
- ----------------------------- ----------------------- ---------------------- --------------------------- ------------------
Less than 3.50 to 1 and               1.25%                   2.25%                    2.25%                  0.375%
equal to or greater than
3.00 to 1
- ----------------------------- ----------------------- ---------------------- --------------------------- ------------------
Less than 3.00 to 1 and               1.00%                   2.00%                    2.00%                  0.375%
equal to or greater than
2.50 to 1
- ----------------------------- ----------------------- ---------------------- --------------------------- ------------------
Less than 2.50 to 1                   0.75%                   1.75%                    1.75%                  0.250%
- ----------------------------- ----------------------- ---------------------- --------------------------- ------------------


   Changes in the Applicable Margin resulting from a change in the Total
   Leverage Ratio on the last day of any subsequent fiscal quarter shall be
   determined based upon the computation of the Total Leverage Ratio set forth
   in each Compliance Certificate furnished to the Administrative Agent pursuant
   to Section 6.02(b) (Certificates; Other Information), subject to review and
   approval of such computation by the Administrative Agent, and shall become
   effective commencing on the third Business Day following the date such
   Compliance Certificate is received until the third Business Day following the
   date on which a new Compliance Certificate is delivered or is required to be
   delivered, whichever shall first occur. Notwithstanding the provisions of the
   preceding sentence, if the Borrower shall fail to deliver any such Compliance
   Certificate within the time period required by Section 6.02(b) (Certificates;
   Other Information), then the Applicable Margin shall be equal to the highest
   pricing level set forth above from the date such certificate was due until
   the third Business Day following the date the appropriate Compliance
   Certificate is so delivered.

                  "APPROVED DEPOSIT ACCOUNT" means a Deposit Account that is the
subject of an effective Deposit Account Control Agreement and that is maintained
by any Loan Party with a Deposit Account Bank. "Approved Deposit Account"
includes all monies on deposit in a Deposit Account and all certificates and
instruments, if any, representing or evidencing such Deposit Account.

                  "APPROVED ELECTRONIC COMMUNICATIONS" means each notice,
demand, communication, information, document and other material that any Loan
Party is obligated to, or otherwise chooses to, provide to the Administrative
Agent or the Syndication Agent pursuant to any Loan Document or the transactions
contemplated therein, including (a) any supplement to the Guaranty, any joinder
to the Pledge and Security Agreement and any other written Contractual
Obligation delivered or required to be delivered in respect of any Loan Document
or the transactions contemplated therein and (b) any financial statement,
financial and other report, notice, request, certificate and other information
material; provided, however, that, "Approved Electronic Communication" shall
exclude (i) any Revolving Loan Notice, Term Loan Interest Rate Selection Notice,
Foreign Currency Loan Notice, Swing Line Loan Notice, Facilities Increase
Notice, Request for Issuance of Letter of Credit, and any other notice, demand,
communication, information, document and other material relating to a request
for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant
to Section 2.06 (Prepayments) and any other notice relating to the payment of
any principal or other amount due under any Loan Document prior to the scheduled
date therefor, (iii) all notices of any Default or Event of Default and (iv) any
notice, demand, communication,


                                       5


information, document and other material required to be delivered to satisfy any
of the conditions set forth in Article IV (Conditions Precedent to Credit
Extensions) or Section 2.04 (Letters of Credit) or any other condition to any
Borrowing or other Credit Extension hereunder or any condition precedent to the
effectiveness of this Agreement.

                  "APPROVED ELECTRONIC PLATFORM" has the meaning specified in
Section 9.13 (Posting of Approved Electronic Communications).

                  "APPROVED FUND" means any Fund that is advised or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an
entity that administers or manages a Lender.

                  "APPROVED MEMBER STATES" means Belgium, France, Germany,
Italy, Luxembourg, the Netherlands, Spain, Sweden and the United Kingdom.

                  "A/R COLLECTION AGREEMENT" means each agreement entered into
by a Subsidiary of the Borrower and an A/R Collection Company, pursuant to which
any such Subsidiary shall have purchased the right to require the applicable A/R
Collection Company, upon the occurrence of certain events, to purchase from such
Subsidiary the outstanding balance of certain Accounts specified therein.

                  "A/R COLLECTION COMPANY" means each Person party to an A/R
Collection Agreement which may, upon the occurrence of certain events, be
required by the applicable Subsidiary party to such A/R Collection Agreement to
purchase from the applicable Subsidiary the outstanding balance of certain
Accounts specified in the applicable A/R Collection Agreement; provided that no
Subsidiary or Affiliate of any Loan Party may be an A/R Collection Company.

                  "ARRANGERS" means CGMI and CIBC WMC, each in its respective
capacity as joint lead arranger and joint book-running manager, together with
its respective successors in such capacity.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
agreement substantially in the form of Exhibit E (Form of Assignment and
Acceptance).

                  "ATTORNEY COSTS" means and includes all reasonable fees and
disbursements of any law firm or other external counsel.

                  "ATTRIBUTABLE INDEBTEDNESS" means, on any date, (a) in respect
of any Capital Lease of any Person, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease were accounted for as a Capital Lease.

                  "AUDITED FINANCIAL STATEMENTS" means (i) in the case of the
Borrower, the audited consolidated balance sheet of the Borrower and its
Subsidiaries (prior to giving effect to the AHI Acquisition) and (ii) in the
case of AHI and its Subsidiaries, the audited consolidated balance sheet of AHI
and its Subsidiaries, in each case for the fiscal year ended December 31, 2003,
and the related consolidated statements of operations, changes in Stockholders'
Equity and cash flows for such fiscal year, including the notes thereto.

                  "AUTO-RENEWAL LETTER OF CREDIT" has the meaning specified in
Section 2.04(b)(iii) (Procedures for Issuance and Amendment of Letters of
Credit; Auto-Renewal of Letters of Credit).

                                       6


                  "AVAILABLE REPURCHASE AMOUNT" means, at any time of
measurement thereof during any fiscal year, (a) $50,000,000, minus (b) the
aggregate amount of Bond Repurchases made during such fiscal year of the
Borrower pursuant the proviso to Section 7.19 (Subordinated Indebtedness), minus
(c) the aggregate amount of Restricted Payments made pursuant to clauses (e) and
(g) of Section 7.07 (Restricted Payments) during such fiscal year of the
Borrower.

                  "BAILEE'S LETTER" means a letter in form and substance
reasonably acceptable to the Administrative Agent and executed by any Person
(other than the Borrower or a Guarantor) that is in possession of Inventory on
behalf of the Borrower or any Guarantor pursuant to which such Person
acknowledges, among other things, the Administrative Agent's Lien with respect
thereto.

                  "BANKRUPTCY CODE" means title 11, United States Code.

                  "BASE RATE" means, with respect to any Loans denominated in
Dollars, for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for
such day as publicly announced from time to time by CIBC as its "reference
rate." Such reference rate is a rate set by CIBC based upon various factors
including CIBC's costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced reference rate. Any change in such
reference rate announced by CIBC shall take effect at the opening of business on
the day specified in the public announcement of such change.

                  "BASE RATE LOAN" means a Loan (including a Segment) bearing
interest or to bear interest at the Base Rate.

                  "BASE RATE SEGMENT" means a Segment bearing interest or to
bear interest at the Base Rate.

                  "BICYCLE" means Bicycle Holding, Inc., a Delaware corporation.

                  "BICYCLE COMPANIES" means Bicycle and each of its Subsidiaries
that is designated as a "Bicycle Company" on Schedule 5.13 (Ownership of
Subsidiaries).

                  "BOFA" has the meaning set forth in the introductory paragraph
to this Agreement.

                  "BOND REPURCHASES" has the meaning specified in Section 7.19
(Subordinated Indebtedness).

                  "BORROWER" has the meaning set forth in the introductory
paragraph hereto.

                  "BORROWER'S ACCOUNTANTS" means Ernst & Young LLP or other
independent nationally-recognized public accountants of the Borrower reasonably
acceptable to the Agents.

                  "BORROWING" means any of (a) the borrowing under the Term Loan
Facility, (b) a Revolving Borrowing, (c) a Foreign Currency Borrowing, (d) a
Swing Line Borrowing, or (e) the borrowing under the Facilities Increase, as the
context may require.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized or required to close under
the Laws of, or are in fact closed in, the state where the Administrative
Agent's Office is located and, if such day relates to any Eurodollar Rate Loan,
means any such day on which dealings in deposits in Dollars are conducted by and
between banks in the


                                       7


London interbank market; provided, however, that (a) when such term is used for
the purposes of determining the date on which the Eurocurrency Base Rate is
determined for any loan denominated in Euros for any Interest Period therefor
and for purposes of determining the first and last day of any Interest Period, a
Target Operating Day or a day of the year on which banks are not required or
authorized to close in New York; (b) for notices, determinations, fundings and
payments in connection with any Loan denominated in Euros, a Target Operating
Day or a day of the year on which banks are not required or authorized to close
in New York; (c) for notices, determinations, fundings and payments in
connection with any Loan denominated in Yen, a day of the year on which banks
are not required or authorized to close in Tokyo, Japan or in New York; (d) for
notices, determinations, fundings and payments in connection with any Loan
denominated in Canadian Dollars, a day of the year on which banks are not
required or authorized to close in Toronto, Canada or in New York; and (e) for
notices, determinations, fundings and payments in connection with any Loan
denominated in any other Denomination Currency, a day of the year on which banks
are not required or authorized to close in such jurisdiction or in New York.

                  "CANADIAN DOLLARS" and "C$" each mean the lawful money of
Canada.

                  "CAPITAL EXPENDITURES" means, for any Person for any period,
the aggregate of amounts that would be reflected as additions to property, plant
or equipment on the applicable statement of cash flows prepared in conformity
with GAAP.

                  "CAPITAL LEASE" means, with respect to any Person, any lease
of, or other arrangement conveying the right to use, property by such Person as
lessee that would be required to be accounted for as a capital lease on a
balance sheet of such Person prepared in conformity with GAAP.

                  "CAPTIVE INSURANCE ENTITY" means any wholly-owned Subsidiary
or other Person (other than an individual and otherwise reasonably acceptable to
the Agents) created solely for the purpose of purchasing or providing, or
facilitating the provision of, insurance for products liability, workers
compensation, property damage, professional indemnity, employee benefits,
employer's liability and motor and medical expenses, in each case, to the extent
that such insurance may be so purchased, provided, or facilitated in accordance
with applicable Law.

                  "CASH COLLATERAL ACCOUNT" means any Deposit Account or
Securities Account that is (a) established by the Administrative Agent from time
to time in its sole discretion to receive cash and Eligible Securities (or
purchase cash or Eligible Securities with funds received) from the Loan Parties
or their respective Subsidiaries or Affiliates or Persons acting on their behalf
pursuant to the Loan Documents, (b) with such depositaries and securities
intermediaries as the Administrative Agent may determine in its reasonable
discretion, (c) in the name of the Administrative Agent (although such account
may also have words referring to the Borrower and the account's purpose), (d)
under the sole dominion and control of the Administrative Agent and (e) in the
case of a Securities Account, with respect to which the Administrative Agent
shall be the Entitlement Holder and the only Person authorized to give
Entitlement Orders with respect thereto.

                  "CASH COLLATERALIZE" means to pledge and deposit in, or
deliver to the Administrative Agent for deposit in, a Cash Collateral Account,
for the benefit of the applicable L/C Issuer and the Revolving Lenders, as
collateral for the L/C Obligations plus all fees accrued or to be incurred in
connection therewith, cash, Deposit Accounts and all balances therein, in an
amount not less than the sum of such L/C Obligations and fees and all proceeds
of the foregoing pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the applicable L/C Issuer (which
documents are hereby consented to by the Revolving Lenders) and to take all such
other action as shall be necessary for the Administrative Agent to have
"control" thereof within the meaning of the UCC


                                       8


applicable thereto. Derivatives of such term shall have corresponding meaning.
Cash collateral shall be maintained in Approved Deposit Accounts at Deposit
Account Banks.

                  "CASH INTEREST EXPENSE" means, with respect to the Borrower
and its Subsidiaries for any period, the Consolidated Interest Expense of such
Persons for such period less the Non-Cash Interest Expense of such Persons for
such period; provided, that for the fiscal quarters ending March 31, 2005, June
30, 2005 and September 30, 2005, Cash Interest Expense for the relevant period
shall be deemed to equal the product of (x) Cash Interest Expense for such
fiscal quarter (and each previous fiscal quarter commencing on or after January
1, 2005) and (y) 4, 2 and 4/3, respectively.

                  "CASH MANAGEMENT DOCUMENT" means any certificate, agreement or
other document executed by any Loan Party in respect of the Cash Management
Obligations of any Loan Party.

                  "CASH MANAGEMENT OBLIGATION" means, as applied to any Person,
any direct or indirect liability, contingent or otherwise, of such Person in
respect of cash management services (including treasury, depository, overdraft,
credit or debit card, electronic funds transfer and other cash management
arrangements) provided after the date hereof (regardless of whether these or
similar services were provided prior to the date hereof by the Administrative
Agent, any Lender or any Affiliate or any of them) by the Administrative Agent,
any Lender or any Affiliate of any of them in connection with this Agreement or
any Loan Document (other than Cash Management Documents), including obligations
for the payment of fees, interest, charges, expenses, Attorney Costs and
disbursements in connection therewith.

                  "CATTERTON" means, collectively, Catterton Partners V, L.P.,
Catterton Partners V Offshore, L.P. and Catterton Coinvest I, L.L.C.

                  "CERTIFICATES OF DESIGNATIONS" means, collectively, the Series
B Certificate of Designations and the Series C Certificate of Designations.

                  "CGMI" means Citigroup Global Markets Inc.

                  "CHANGE OF CONTROL" means an event or series of events by
which:

                  (a) (i) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act), but excluding (x) the
         Sponsor, (y) any employee benefit plan of such Person or its
         Subsidiaries, and any Person acting in its capacity as trustee, agent
         or other fiduciary or administrator of any such plan and (z) Martin
         Franklin, Ian Ashken or either of them, becomes the "beneficial owner"
         (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly
         or indirectly, of 35% or more of the Voting Stock of the Borrower on a
         fully diluted basis (as defined below) or (ii) the Sponsor becomes the
         "beneficial owner", directly or indirectly, of 40% or more of the
         Voting Stock of the Borrower on a fully diluted basis; provided, that
         for purposes of this definition, (x) a person or group shall be deemed
         to have "beneficial ownership" of all Voting Stock that such person or
         group has the right to acquire (such right, an "OPTION RIGHT"), whether
         such right is exercisable immediately or only after the passage of
         time) and (y) any determination of the percentage of Voting Stock
         beneficially owned by any person or group on a fully diluted basis
         shall take into account all such Voting Stock that such person or group
         has the right to acquire pursuant to any option right; or

                  (b) any "Recapitalization" (as such term is defined in the
         Sponsor Equity Purchase Agreement) occurs; or

                                       9


                  (c) during any period of 12 consecutive months, a majority of
         the members of the board of directors or other equivalent governing
         body of the Borrower cease to be composed of individuals (who qualify
         under any one of the following) (i) who were members of that board or
         equivalent governing body on the first day of such period, (ii) whose
         election or nomination to that board or equivalent governing body was
         approved by individuals referred to in clause (i) above constituting at
         the time of such election or nomination at least a majority of that
         board or equivalent governing body or (iii) whose election or
         nomination to that board or other equivalent governing body was
         approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body; or

                  (d) Martin Franklin and Ian Ashken cease to hold executive
         management positions with the Borrower, unless either or both of them
         has been replaced within 180 days of their termination, death,
         disability or retirement in any such executive management position with
         a Person approved by the Agents (including any successive approved
         replacements).

                  "CIBC" means Canadian Imperial Bank of Commerce, acting
through one or more of its agencies, branches or Affiliates.

                  "CIBC WMC" means CIBC World Markets Corp.

                  "CITIBANK" means Citibank, N.A.

                  "CLOSING DATE" means the first date on which any Loan is made
or any Letter of Credit is issued (or deemed issued pursuant to Section 2.04(m)
(Existing Letters of Credit)).

                  "CLOSING DATE TERM LOAN" has the meaning specified in Section
2.01(a) (Term Loan; Facilities Increase).

                  "CLOSING RELATED DOCUMENTS" means, collectively, the Sponsor
Equity Documents and the AHI Acquisition Documents.

                  "CLOSING TRANSACTIONS" means, collectively, the transactions
contemplated in connection with the consummation of the AHI Acquisition, the
making of the Sponsor Equity Financing, the initial Borrowing of the Loans and
other Credit Extensions under this Agreement, the refinancing of the Refinanced
Indebtedness and the assumption of the AHI Assumed Indebtedness and the payment
of related fees and expenses.

                  "CO-DOCUMENTATION AGENTS" has the meaning specified in the
introductory paragraph to this Agreement.

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and all regulations issued pursuant thereto.

                  "COLEMAN" means The Coleman Company, Inc., a Delaware
corporation and a wholly-owned Subsidiary of AHI.

                  "COLEMAN IRB BONDS" means those certain industrial revenue
bonds issued pursuant to the Coleman IRB Indentures.

                                       10


                  "COLEMAN IRB DOCUMENTS" means each of the Coleman IRB
Indentures, the Coleman IRB Leases and each other material transaction document
or instrument entered into or delivered by Coleman in connection therewith.

                  "COLEMAN IRB INDENTURES" means, collectively, (a) each of the
indenture and each supplemental indenture listed on Schedule IV (Coleman IRB
Indentures) and (b) each supplemental indenture entered into by Coleman after
the Closing Date on substantially the same terms as the Coleman IRB Indentures
entered into prior to the Closing Date, and otherwise in form and substance
satisfactory to the Agents, providing for Coleman IRB Bonds in an aggregate
amount reasonably acceptable to the Agents.

                  "COLEMAN IRB LEASES" means, collectively, (a) each lease and
each supplemental lease listed on Schedule V (Coleman IRB Leases) and (b) each
supplemental lease entered into by Coleman after the Closing Date on
substantially the same terms as the Coleman IRB Leases entered into prior to the
Closing Date and otherwise in form and substance satisfactory to the Agents.

                  "COLLATERAL" means, collectively, all property of the
Borrower, any Subsidiary or any other Person in which the Administrative Agent
or any Lender is granted a Lien under any Collateral Document as security for
all or any portion of the Obligations, any other obligation arising under any
Loan Document or any other obligation or liability arising under any Related
Swap Contract or any Cash Management Document, but shall not include any Gaming
Authorizations to the extent prohibited by applicable Gaming Laws.

                  "COLLATERAL ACCESS AGREEMENT" means a letter in form and
substance reasonably acceptable to the Administrative Agent and executed by a
landlord or lessor in respect of the Collateral of the Borrower or any of its
Domestic Subsidiaries located at any leased premises of the Borrower or any of
its Domestic Subsidiaries pursuant to which such landlord or lessor, among other
things, acknowledges the security interest in the Collateral granted by the
applicable Loan Party to the Administrative Agent, grants the Administrative
Agent a right to access the leased premises for purposes of taking actions with
respect to the Collateral (including removal thereof) and agrees that any Lien
on the Collateral which it may have is subordinate to the Lien of the
Administrative Agent.

                  "COLLATERAL DOCUMENTS" means, collectively or individually as
the context may indicate, the Pledge and Security Agreement, each Intellectual
Property Security Agreement and all other agreements (including any Deposit
Account Control Agreement, any Securities Account Control Agreement, any
Collateral Access Agreement and any Bailee's Letter), instruments and other
documents, whether now existing or hereafter in effect, pursuant to which the
Borrower or any Subsidiary or other Person shall grant or convey to the
Administrative Agent or the Lenders a Lien in, or any other Person shall
acknowledge any such Lien in, property as security for all or any portion of the
Obligations, any other obligation under any Loan Document and any obligation or
liability arising under any Related Swap Contract, as any of them may be
amended, modified or supplemented from time to time.

                  "COMMISSION" means the U.S. Securities and Exchange Commission
and any successor Governmental Authority performing a similar function.

                  "COMMITMENT" means, with respect to any Lender, such Lender's
Revolving Credit Commitment, if any, and any Outstanding Amount owing to such
Lender under the Term Loan Facility, if any, and "COMMITMENTS" means the
Aggregate Revolving Credit Commitments of all Lenders and the aggregate
Outstanding Amount with respect to the Term Loan.

                  "COMMITMENT FEE" has the meaning specified in Section 2.10(a)
(Fees).

                                       11


                  "COMPENSATION PERIOD" has the meaning specified in Section
2.13(c)(ii) (Payments Generally).

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of Exhibit D (Form of Compliance Certificate).

                  "CONFIDENTIAL INFORMATION MEMORANDUM" means the confidential
information memorandum dated October 20, 2004 used by the Arrangers in
connection with the syndication of the Facilities.

                  "CONSOLIDATED CURRENT ASSETS" means all assets of the Borrower
and its Subsidiaries (other than cash and Eligible Securities) which would be
classified as a current asset, all determined on a consolidated basis in
accordance with GAAP.

                  "CONSOLIDATED CURRENT LIABILITIES" means all liabilities of
the Borrower and its Subsidiaries which by their terms are payable within one
year (but excluding all Consolidated Funded Indebtedness payable on demand or
maturing not more than one year from the date of computation and the current
portion of Indebtedness having a maturity date in excess of one year), all
determined on a consolidated basis in accordance with GAAP.

                  "CONSOLIDATED EBITDA" means, for any period, for the Borrower
and its Subsidiaries, an amount equal to (a) Consolidated Net Income of such
Person for such period plus (b) the sum of, in each case to the extent included
in the calculation of such Consolidated Net Income, (i) Consolidated Interest
Expense, (ii) loss from extraordinary items, (iii) the amount of taxes, based on
or measured by income, used or included in determining such Consolidated Net
Income, (iv) the amount of depreciation, depletion and amortization expense
deducted in determining such Consolidated Net Income, (v) any aggregate net loss
(but not any aggregate net gain) from the sale, exchange or other Disposition of
capital assets by such Person, in excess of $500,000 (vi) non-cash compensation
expenses related to the granting, issuance or vesting, or lapsing of
restrictions with respect to the exercise or issuance, of restricted stock or
stock options to employees, consultants, officers and directors of the Borrower
and its Subsidiaries to the extent such expenses are deducted during such period
in determining Consolidated Net Income, (vii) any loss (or minus any income,
except to the extent any distributions are actually made) relating to minority
interests of the Bicycle Companies held by stockholders other than the Borrower
and its Subsidiaries included in calculating Consolidated Net Income, (viii)
Permitted Restructuring Charges, to the extent incurred on or prior to June 30,
2006, in an aggregate amount not to exceed $25,000,000, (ix) expenses and
charges, if any, arising from the payment of cash dividends in respect of the
Sponsor Preferred Stock, to the extent such dividends were permitted to be paid
hereunder and (x) other non-recurring charges and losses, whether cash or
non-cash, during such period in an aggregate amount not to exceed $10,000,000,
but only to the extent that such charges and losses exceed the related
non-recurring gains, whether cash or non-cash, during such period, minus (c) the
sum of, in each case to the extent included in the calculation of such
Consolidated Net Income but without duplication, (i) any credit for income tax,
(ii) gains from extraordinary items for such period, (iii) any aggregate net
gain (but not any aggregate net loss) from the sale, exchange or other
Disposition of capital assets by such Person in excess of $500,000 and (iv) any
reversal of a charge referred to in clause (b)(vi) above by reason of a decrease
in the value of any Stock or Stock Equivalent, all determined on a consolidated
basis in accordance with GAAP, subject (in connection with the calculation of
the Senior Leverage Ratio and the Total Leverage Ratio only) to Acquisition
Adjustments; provided, however, that Consolidated EBITDA for the fiscal quarters
ended June 30, 2004 and September 30, 2004 shall be equal to the amounts set
forth therefor in Section 1.03 (Accounting Terms); and provided, further, that
Consolidated EBITDA may be adjusted in respect of Permitted Acquisitions as
provided in Section 1.03 (Accounting Terms).

                                       12


                  "CONSOLIDATED FIXED CHARGES" means, with respect to the
Borrower and its Subsidiaries for any Four-Quarter Period ending on the date of
computation thereof, the sum of, without duplication, (i) Cash Interest Expense,
and (ii) scheduled payments of Consolidated Funded Indebtedness (excluding the
amortization payments of the Term Loan scheduled for the fiscal year of the
Borrower ending on December 31, 2011 and the Stated Closing Date Term Loan
Maturity Date), all determined on a consolidated basis in accordance with GAAP;
provided, that for purposes of calculating Consolidated Fixed Charges for the
fiscal quarters ending March 31, 2005, June 30, 2005 and September 30, 2005,
scheduled payments of Consolidated Funded Indebtedness for the relevant period
shall deemed to equal the product of (x) such scheduled payments for such fiscal
quarter (and each previous fiscal quarter commencing on or after January 1,
2005) and (y) 4, 2 and 4/3, respectively.

                  "CONSOLIDATED FUNDED INDEBTEDNESS" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
Indebtedness of the type specified in clauses (i), (iv), (v) and (vi) of the
definition of "INDEBTEDNESS" and non-contingent obligations of the type
specified in clause (ii) of such definition; provided, that Prior-Acquisition
Earn-Outs and Permitted Acquisition Earn-Outs shall not be considered
"Consolidated Funded Indebtedness" for purposes of the Credit Agreement and the
other Loan Documents.

                  "CONSOLIDATED INTEREST EXPENSE" means, for the Borrower and
its Subsidiaries for any period, (a) consolidated total interest expense of the
Borrower and its Subsidiaries for such period and including, in any event,
interest capitalized during such period and net costs under all interest rate
swap agreements, interest rate cap agreements, interest rate collar agreements
and interest rate insurance of such Persons for such period minus (b)
consolidated net gains of the Borrower and its Subsidiaries under all interest
rate swap agreements, interest rate cap agreements, interest rate collar
agreements and interest rate insurance of such Persons for such period and minus
(c) any consolidated interest income of such Persons for such period, in each
case as recorded by the Borrower pursuant to GAAP.

                  "CONSOLIDATED NET INCOME" means, for any period, for the
Borrower and its Subsidiaries, the net income of the Borrower and its
Subsidiaries from continuing operations without giving effect to extraordinary
net gains or extraordinary net losses, all determined on a consolidated basis in
accordance with GAAP.

                  "CONSOLIDATED SENIOR INDEBTEDNESS" means, as of any date on
which the amount thereof is to be determined, the aggregate principal amount of
all Consolidated Funded Indebtedness outstanding as of such date minus, to the
extent otherwise included in Consolidated Funded Indebtedness, the aggregate
principal amount of all Subordinated Indebtedness outstanding as of such date.

                  "CONSOLIDATED TOTAL ASSETS" means, as of any date on which the
amount thereof is to be determined, the net book value of all assets of the
Borrower and its Subsidiaries as determined on a consolidated basis in
accordance with GAAP.

                  "CONSOLIDATED WORKING CAPITAL" means, as of any date on which
the amount thereof is to be determined, the excess of Consolidated Current
Assets over Consolidated Current Liabilities.

                  "CONSTITUENT DOCUMENTS" means, with respect to any Person, (a)
the articles of incorporation, certificate of incorporation or certificate of
formation (or the equivalent organizational documents) of such Person, (b) the
bylaws, operating agreement (or the equivalent governing documents) of such
Person and (c) any document setting forth the designation, amount or relative
rights, limitations and preferences of any class or series of such Person's
Stock.

                                       13


                  "CONTINGENT OBLIGATION" means, as to any Person, (a) any
obligation, contingent or otherwise, of such Person guarantying or having the
economic effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring or holding harmless in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith.

                  "CONTINUATION" and "CONTINUE" mean, (i) with respect to any
Eurodollar Rate Loan, the continuation of such Eurodollar Rate Loan as a
Eurodollar Rate Loan on the last day of the Interest Period for such Loan and
(ii) with respect to any Eurocurrency Rate Loan, the continuation of such
Eurocurrency Rate Loan as a Eurocurrency Rate Loan on the last day of the
Interest Period for such Loan.

                  "CONTRACTUAL OBLIGATION" means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its property is bound.

                  "CONTROL INVESTMENT AFFILIATE" means, as to any Person, (i)
any other Person that (a) directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person and (b) is organized
by such Person primarily for the purpose of making equity or debt investments in
one or more companies and (ii) any limited partner or member of such Person, so
long as such Person controls the voting rights of such limited partner or member
with respect to the Capital Stock of such Person. For purposes of this
definition, "CONTROL" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise
and "CONTROLLED" has a meaning correlative thereto.

                  "CONVERSION" and "CONVERT" mean the conversion of a Loan from
one Type to another Type.

                  "COST AFFECTED LENDER" has the meaning specified in Section
3.07(a)(i)(C) (Substitution of Lenders).

                  "COST OF ACQUISITION" means, with respect to any Acquisition,
as at the date of entering into any agreement therefor, the sum of the Dollar
Equivalent of the following (without duplication): (i) the value of the Stock or
Stock Equivalents of the Borrower or any Subsidiary to be transferred in
connection therewith, (ii) the amount of any cash and Fair Market Value of other
property (excluding property described in clause (i) and the unpaid principal
amount of any debt instrument) given as consideration, (iii) the amount
(determined by using the face amount or the amount payable at maturity,
whichever is greater) of any Indebtedness of the types described in clauses (i),
(iv), (v) and (vi) of the definition thereof incurred, assumed, acquired or
repaid by the Borrower or any Subsidiary in connection


                                       14


with such Acquisition, (iv) all additional purchase price amounts in the form of
earn-outs and other Contingent Obligations that should be recorded on the
balance sheet of the Borrower and its Subsidiaries in accordance with GAAP, (v)
all amounts paid in respect of covenants not to compete, consulting agreements
that should be recorded on the balance sheet of the Borrower and its
Subsidiaries in accordance with GAAP, (vi) the aggregate Fair Market Value of
all other consideration given by the Borrower or any Subsidiary in connection
with such Acquisition that should be recorded on the balance sheet of the
Borrower and its Subsidiaries in accordance with GAAP, and (vii) out-of-pocket
transaction costs for the services and expenses of attorneys, accountants and
other consultants incurred in effecting such transaction, and other similar
transaction costs so incurred and capitalized in accordance with GAAP. For
purposes of determining the Cost of Acquisition for any transaction, the Stock
of the Borrower shall be valued (I) in the case of Stock that is then designated
as a national market system security by the National Association of Securities
Dealers, Inc. or is listed on a national securities exchange, the average of the
last reported bid and ask quotations or the last prices reported thereon, and
(II) with respect to any other shares of Stock, as determined by the Board of
Directors of the Borrower and, if requested by the Agents, determined to be a
reasonable valuation by the Borrower's Accountants.

                  "COST OF FUNDS" shall mean, with respect to the Foreign
Currency Fronting Lender, the rate of interest which reflects the cost to the
Foreign Currency Fronting Lender of obtaining funds of the type utilized to fund
any Credit Extension to the Borrower in the local market for the period during
which such Credit Extension is outstanding.

                  "CREDIT EXTENSION" means each Borrowing and each L/C Credit
Extension, as the case may be.

                  "CUSA" has the meaning set forth in the introductory paragraph
to this Agreement.

                  "DEBT ISSUANCE" means the incurrence of Indebtedness of the
type specified in clause (i) of the definition of "Indebtedness" by the Borrower
or any of its Subsidiaries.

                  "DEBTOR RELIEF LAWS" means the Bankruptcy Code, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States of America or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

                  "DEFAULT" means any event or circumstance that, with the
giving of any notice, the passage of time, or both, would be an Event of
Default.

                  "DEFAULT RATE" means an interest rate equal to:

                  (i) in the case of Base Rate Loans, the Base Rate plus the
Applicable Margin for such Loans plus 2% per annum;

                  (ii) in the case of Eurodollar Rate Loans, (x) prior to the
expiration of the then applicable Interest Period for such Loans, the Eurodollar
Rate plus the Applicable Margin for such Loans plus 2% per annum and (y)
thereafter, the Base Rate plus the Applicable Margin for Revolving Loans that
are maintained as Base Rate Loans plus 2% per annum;

                  (iii) in the case of Eurocurrency Rate Loans, (x) prior to the
expiration of the then applicable Interest Period for such Loans, the
Eurocurrency Rate plus the Applicable Margin for such Loans plus 2% per annum
and (y) thereafter, (I) to the extent that such Loans remain outstanding as
Eurocurrency Rate Loans, the Eurocurrency Rate for an Interest Period of one
month plus the Applicable


                                       15


Margin for such Loans plus 2% per annum and (II) to the extent that such Loans
are converted to Dollar denominated Revolving Loans, the Base Rate plus the
Applicable Margin for Revolving Loans that are maintained as Base Rate Loans
plus 2% per annum; and

                  (iv) for all other Obligations, the Base Rate plus the
Applicable Margin for Revolving Loans that are maintained as Base Rate Loans
plus 2% per annum.

                  "DEFAULTING LENDER" means, at any time of determination
thereof, any Lender that has failed to fund any portion of the Revolving Loans,
the Term Loan, participations in L/C Obligations or participations in Swing Line
Loans required to be funded by it hereunder, except to the extent that any such
failure to fund is based on a good-faith dispute about such Lender's obligation
so to fund, of which dispute the Administrative Agent has been informed in
writing in reasonable detail.

                  "DENOMINATION CURRENCY" means any of Canadian Dollars, Euros,
Yen and each other Alternative Currency designated as a "Denomination Currency"
in accordance with Section 2.16 (Designation of Additional Denomination
Currencies).

                  "DEPOSIT ACCOUNT" has the meaning specified in the Pledge and
Security Agreement.

                  "DEPOSIT ACCOUNT BANK" means a financial institution selected
or approved by the Agents.

                  "DEPOSIT ACCOUNT CONTROL AGREEMENT" has the meaning specified
in the Pledge and Security Agreement.

                  "DIRECT FOREIGN SUBSIDIARY" means a Subsidiary other than a
Domestic Subsidiary a majority of whose Voting Stock, or a majority of whose
Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

                  "DISPOSITION" or "DISPOSE" means the sale, transfer, license
or other disposition (including any sale and leaseback transaction) of any
property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith or, in the case of any Subsidiary, issue
or sell any shares of such Subsidiary's Stock or Stock Equivalents.

                  "DISPOSITION/PROPERTY LOSS DEFERRED AMOUNT" means, with
respect to any Reinvestment Event arising from a Disposition or Property Loss
Event, the aggregate Net Proceeds received by any Loan Party in connection
therewith that are not initially applied to prepay the Loans pursuant to Section
2.06(e) (Mandatory Prepayments) as a result of the delivery of a Reinvestment
Notice.

                  "DOLLAR" and "$" each mean the lawful money of the United
States of America.

                  "DOLLAR EQUIVALENT" of any amount means, at the time of
determination thereof, (a) if such amount is expressed in Dollars, such amount,
(b) if such amount is expressed in an Alternative Currency, the equivalent of
such amount in Dollars determined by using the rate of exchange quoted by CIBC
in New York, New York at 11:00 a.m. (New York time) on the date of determination
to prime banks in New York for the spot purchase in the New York foreign
exchange market of such amount of Dollars with such Alternative Currency and (c)
if such amount is denominated in any other currency, the equivalent of such
amount in Dollars as determined by the Administrative Agent using any method of
determination it reasonably deems appropriate.

                                       16


                  "DOMESTIC PERSON" means any "United States person" under and
as defined in Section 7701(a)(30) of the Code.

                  "DOMESTIC SUBSIDIARY" means any Subsidiary of the Borrower
organized under the laws of the United States of America, any state or territory
thereof or the District of Columbia.

                  "ELIGIBLE ASSIGNEE" means (a) a Lender or any Affiliate or
Approved Fund of such Lender, (b) a commercial bank having total assets in
excess of the Dollar Equivalent of $5,000,000,000, (c) a finance company,
insurance company or any other financial institution or fund, in each case
reasonably acceptable to the Administrative Agent and regularly engaged in
making, purchasing or investing in loans and having a net worth, determined in
accordance with GAAP, in excess of the Dollar Equivalent of $250,000,000 or, to
the extent net worth is less than such amount, a finance company, insurance
company, other financial institution or fund, reasonably acceptable to the
Administrative Agent and the Borrower or (d) a savings and loan association or
savings bank organized under the laws of the United States or any State thereof
having a net worth, determined in accordance with GAAP, in excess of the Dollar
Equivalent of $250,000,000.

                  "ELIGIBLE SECURITIES" means the following obligations and any
other obligations approved prior to their incurrence in writing by the
Administrative Agent:

                  (a) Government Securities;

                  (b) Other Securities;

                  (c) obligations of any corporation organized under the laws of
         any state of the United States of America or under the laws of any
         other nation, payable in the United States of America, expressed to
         mature not later than 92 days following the date of issuance thereof
         and rated in an investment grade rating category by S&P and Moody's;

                  (d) interest bearing demand or time deposits issued by any
         Lender or certificates of deposit maturing within one year from the
         date of issuance thereof and issued by a bank or trust company
         organized under the laws of the United States or of any state thereof
         having capital surplus and undivided profits aggregating at least the
         Dollar Equivalent of $400,000,000 and being rated "A" or better by S&P
         or "A" or better by Moody's; and

                  (e) Repurchase Agreements.

                  "ENTITLEMENT HOLDER" has the meaning given to such term in the
UCC.

                  "ENTITLEMENT ORDER" has the meaning given to such term in the
UCC.

                  "ENVIRONMENTAL CLAIM" means any action, suit, proceeding,
arbitration, claim, complaint, decree or lawsuit seeking damages or an order,
injunction or similar relief against the Company or any of its Subsidiaries by
any Person alleging personal injury, property damage or other potential
liability, including any clean-up liability, arising out of, based on or
resulting from any actual or threatened (a) release or disposal, or the presence
in the environment, of any Hazardous Materials at any location, (b)
circumstances forming the basis of any violation, or alleged violation, of any
Environmental Laws or (c) exposure to any Hazardous Materials.

                  "ENVIRONMENTAL LAWS" means all Laws (a) related to Releases or
threatened Releases of any Hazardous Materials in soil, surface water,
groundwater or air, (b) governing the use, treatment,


                                       17


storage, disposal, transport or handling of Hazardous Materials or (c) related
to the protection of the environment, natural resources or human health or
safety (as it relates to environmental protection). Such "Environmental Laws"
include, but are not limited to, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Toxic
Substances Control Act, the Clean Water Act, the Clean Air Act, the Safe
Drinking Water Act, the Emergency Planning and Community Right-to-Know Act and
the Occupational Safety and Health Act (but only to the extent it regulates
occupational exposure to Hazardous Materials) and their respective state, local
or foreign analogs and the regulations or orders enacted or promulgated pursuant
to such Laws.

                  "ENVIRONMENTAL LIABILITIES" means (a) clean-up costs (or other
reasonably associated expenses) incurred by the Borrower or any of its
Subsidiaries in connection with the environmental conditions for which the
Borrower or any of its Subsidiaries is responsible at any Real Property of the
Borrower or any such Subsidiary) and (b) damages, costs, fines, charges,
penalties or other regulatory assessments for any non-compliance at any Real
Property of the Borrower or any of its Subsidiaries with any Environmental Laws
imposed or incurred by the Borrower or any of its Subsidiaries as a result of or
in connection with an Environmental Claim (including, in the case of clauses (a)
and (b) above, settlement costs, court costs and any reasonable Attorneys Costs
or expert or consulting fees and expenses incurred in connection with defending
any actions, but excluding indirect, punitive, special or exemplary damages and
unforeseen or other consequential damages).

                  "ENVIRONMENTAL PERMITS" means all Permits required under
Environmental Laws.

                  "EQUITY ISSUANCE" means the issue or sale of any Equity
Securities of the Borrower or any Subsidiary of the Borrower by the Borrower or
any Subsidiary of the Borrower to any Person other than the Borrower or any
Subsidiary of the Borrower.

                  "EQUITY ISSUANCE DEFERRED AMOUNT" means, with respect to any
Reinvestment Event arising from an Equity Issuance to finance a proposed
Permitted Acquisition, an amount equal to 50% of the aggregate Net Proceeds
received by any Loan Party in connection therewith that are not initially
applied to prepay the Loans pursuant to Section 2.06(e) (Mandatory Prepayments)
as a result of the delivery of a Reinvestment Notice.

                  "EQUITY SECURITIES" means, with respect to any Person at any
time, the Stock of such Person, and, if applicable, the Stock Equivalents of
such Person.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 and all regulations issued pursuant thereto.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

                  "ERISA EVENT" means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was
a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which could reasonably be
expected to constitute grounds under Section 4042 of


                                       18


ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the Borrower or any ERISA Affiliate.

                  "EUROCURRENCY RATE" means for any Interest Period with respect
         to any Eurocurrency Rate Loan, a rate per annum determined by the
         Foreign Currency Fronting Lender pursuant to the following formula:

                             Eurocurrency Base Rate
                      ------------------------------------
                      1.00 - Eurodollar Reserve Percentage

                  Where "EUROCURRENCY BASE RATE" means, for such Interest
Period:

                  (a) the rate per annum equal to the rate determined by the
         Foreign Currency Fronting Lender to be the offered rate that appears on
         page 3750 of the Telerate screen (or any successor thereto) (or such
         other page of the Telerate as is customary for the relevant
         Denomination Currency) that displays an average British Bankers
         Association Interest Settlement Rate for deposits in the relevant
         Denomination Currency (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

                  (b) if the rate referenced in the preceding clause (a) does
         not appear on such page or service or such page or service shall not be
         available, the rate per annum equal to the rate determined by the
         Foreign Currency Fronting Lender to be the offered rate on such other
         page or other service that displays an average British Bankers
         Association Interest Settlement Rate for deposits in the relevant
         Denomination Currency (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

                  (c) if the rates referenced in the preceding clauses (a) and
         (b) are not available, the rate per annum determined by the Foreign
         Currency Fronting Lender as the rate of interest at which deposits in
         the relevant Denomination Currency for delivery on the first day of
         such Interest Period in same day funds in the approximate amount of the
         Eurocurrency Rate Loan being made, Continued or Converted by CIBC in
         its capacity as a Lender and with a term equivalent to such Interest
         Period that would be offered to CIBC in the London interbank
         eurocurrency market at its request at approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period.

The determination of the Eurocurrency Rate by the Foreign Currency Fronting
Lender shall be conclusive in the absence of manifest error.

                  "EUROCURRENCY RATE LOAN" shall mean each Foreign Currency Loan
hereunder at such time as it is made and/or being maintained at a rate of
interest based upon the Eurocurrency Rate.

                   "EURODOLLAR RATE" means for any Interest Period with respect
to any Eurodollar Rate Loan, a rate per annum determined by the Administrative
Agent pursuant to the following formula:

                                          Eurodollar Base Rate
         Eurodollar Rate =   --------------------------------------
                              1.00 - Eurodollar Reserve Percentage

                                       19


                  Where "EURODOLLAR BASE RATE" means, for such Interest Period:

                  (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on page 3750
         of the Telerate screen (or any successor thereto) that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

                  (b) if the rate referenced in the preceding clause (a) does
         not appear on such page or service or such page or service shall not be
         available, the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate on such other page or other
         service that displays an average British Bankers Association Interest
         Settlement Rate for deposits in Dollars (for delivery on the first day
         of such Interest Period) with a term equivalent to such Interest
         Period, determined as of approximately 11:00 a.m. (London time) two
         Business Days prior to the first day of such Interest Period, or

                  (c) if the rates referenced in the preceding clauses (a) and
         (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest at which deposits in
         Dollars for delivery on the first day of such Interest Period in same
         day funds in the approximate amount of the Eurodollar Rate Loan being
         made, Continued or Converted by CIBC in its capacity as a Lender and
         with a term equivalent to such Interest Period that would be offered to
         CIBC in the London interbank eurodollar market at its request at
         approximately 11:00 a.m. (London time) two Business Days prior to the
         first day of such Interest Period.

The determination of the Eurodollar Rate by the Administrative Agent shall be
conclusive in the absence of manifest error.

                  "EURODOLLAR RATE LOAN" means a Loan (including a Segment)
bearing interest or to bear interest at the Eurodollar Rate.

                  "EURODOLLAR RATE SEGMENT" means a Segment bearing interest or
to bear interest at the Eurodollar Rate.

                  "EURODOLLAR RESERVE PERCENTAGE" means, for any day during any
Interest Period for any Eurodollar Rate Loan or any Eurocurrency Rate Loan, the
reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under
regulations issued from time to time by the FRB (or any other Governmental
Authority having jurisdiction with respect thereto) for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to eurocurrency funding (currently referred to
as "Eurocurrency liabilities"). The Eurodollar Rate for each outstanding
Eurodollar Rate Loan and the Eurocurrency Rate for each outstanding Eurocurrency
Rate Loan shall each be adjusted automatically as of the effective date of any
change in the Eurodollar Reserve Percentage. The determination of the Eurodollar
Reserve Percentage by the Administrative Agent (or in the case of any Foreign
Currency Loan, the Foreign Currency Fronting Lender) shall be conclusive in the
absence of manifest error.

                  "EUROS" and "(EURO)" each mean the lawful money of the member
states of the European Union.

                                       20


                  "EVENT OF DEFAULT" means any of the events or circumstances
specified in Section 8.01 (Events of Default).

                  "EXCESS CASH FLOW" means, with respect to the Borrower and its
Subsidiaries for any fiscal year, (i) Consolidated EBITDA for such period
(including therein any net gain or loss, as applicable, of an extraordinary
nature otherwise excluded from the calculation thereof in the definition of
"Consolidated Net Income"), plus (ii) the cash provided by changes in Working
Capital of the Borrower during such period, as reflected on the Borrower's
statement of cash flows, minus (iii) the cash used by changes in Working Capital
of the Borrower during such period, as reflected on the Borrower's statement of
cash flows; (B) Capital Expenditures for such period; (C) Consolidated Fixed
Charges for such period; (D) cash payments made during such period constituting
all or part of any Prior Acquisition Earn-Out or any Permitted Acquisition
Earn-Out; (E) the amount of any pension contributions paid in cash during such
period; (F) the amount of any Environmental Liabilities paid in cash during such
period; (G) the amount of any litigation settlement payments made in cash during
such period; (H) the amount of restructuring charges during such period that are
paid in cash in excess of $25,000,000; (I) taxes paid in cash during such period
and (J) the aggregate amount of any optional prepayments made by the Borrower
pursuant to Section 2.06 (Prepayments) hereof during such period, the aggregate
amount of prepayments made in connection with required reductions of the
Aggregate Revolving Credit Commitment during such period and the aggregate
amount of required repayments of principal of the Term Loan during such period.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934.

                  "EXISTING AHI AGENT" means General Electric Capital
Corporation, in its capacity as administrative agent under the Existing AHI
Credit Agreement.

                  "EXISTING AHI CREDIT AGREEMENT" means that certain Credit
Agreement, dated as of December 18, 2002, among AHI, as borrower, the lenders
and issuers party thereto and the Existing AHI Agent, as amended, supplemented
or otherwise modified prior to the Closing Date.

                  "EXISTING JARDEN AGENT" means CIBC, in its capacity as
administrative agent under the Existing Jarden Credit Agreement.

                  "EXISTING JARDEN CREDIT AGREEMENT" means the Second Amended
and Restated Credit Agreement, dated as of June 11, 2004, among the Borrower,
the lenders and issuers party thereto, CIBC, as administrative agent, Citicorp
North America, Inc., as syndication agent, and National City Bank of Indiana and
BofA, as co-documentation agents, as amended, supplemented or otherwise modified
prior to the Closing Date.

                  "EXISTING LETTERS OF CREDIT" has the meaning specified in
Section 2.04(m) (Existing Letters of Credit).

                  "FACILITY" means any one or both, as the context may require,
of the Revolving Credit Facility and the Term Loan Facility.

                  "FACILITIES INCREASE" has the meaning specified in Section
2.01(b(i) (Term Loan; Facilities Increase).

                  "FACILITIES INCREASE DATE" has the meaning specified in
Section 2.01(b)(iii) (Term Loan; Facilities Increase).

                                       21


                  "FACILITIES INCREASE NOTICE" means a notice from the Borrower
to the Agents requesting a Facilities Increase, which may include any proposed
term and condition for such proposed Facilities Increase but shall include in
any event the amount of such proposed Facilities Increase.

                  "FACTORING AGREEMENT" means an agreement (other than an A/R
Collection Agreement) by and between the Borrower or a Subsidiary and a
Factoring Company pursuant to which the Borrower or such Subsidiary shall sell,
transfer and assign its rights, title and interests in certain accounts
receivable, specifically identified therein, to a Factoring Company, a copy of
which has been provided to the Administrative Agent prior to its execution and
delivery by all parties thereto and the terms of which are acceptable to the
Administrative Agent in form and substance in its reasonable discretion.

                  "FACTORING ARRANGEMENTS" means, collectively, each A/R
Collection Agreement and each Factoring Agreement.

                  "FACTORING COMPANY" means that certain Person party to any
Factoring Agreement to whom the Borrower or a Subsidiary sells, transfers and
assigns its right, title and interests in certain accounts receivable pursuant
to the terms of such Factoring Agreement.

                  "FAIR MARKET VALUE" means (a) with respect to any asset or
group of assets at any date, the value of the consideration obtainable in a sale
of such asset at such date assuming a sale by a willing seller to a willing
purchaser dealing at arm's length and arranged in an orderly manner over a
reasonable period of time having regard to the nature and characteristics of
such asset, as reasonably determined by the Board of Directors of the Borrower
or, if such asset shall have been the subject of a relatively contemporaneous
appraisal by an independent third party appraiser, the basic assumptions
underlying which have not materially changed since its date, the value set forth
in such appraisal and (b) with respect to any marketable security that cannot be
valued in accordance with the preceding clause (a), at any date, the average
closing sale price of such security measured for the period of five Business
Days immediately preceding such date, as appearing in any published list of any
national securities exchange or the NASDAQ Stock Market or, if there is no such
closing sale price of such security, the final price for the purchase of such
security at face value quoted on such Business Day by a financial institution of
recognized standing regularly dealing in securities of such type and selected by
the Agents.

                  "FEDERAL FUNDS RATE" means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank on the
Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to CIBC on such day on such transactions as determined by
the Administrative Agent.

                  "FIXED CHARGE RATIO" means, with respect to the Borrower and
its Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the ratio of (i) Consolidated EBITDA for such period minus (without
duplication) Capital Expenditures made during such period minus (without
duplication) taxes paid in cash for such period to (ii) Consolidated Fixed
Charges for such period.

                  "FOREIGN CURRENCY BORROWING" means a borrowing consisting of
simultaneous Foreign Currency Loans having the same Interest Period, made by the
Foreign Currency Fronting Lender pursuant to Section 2.02(b) (Revolving Loans;
Foreign Currency Loans).

                  "FOREIGN CURRENCY FRONTING FEE" has the meaning specified in
Section 2.10(b) (Fees).

                                       22


                  "FOREIGN CURRENCY FRONTING LENDER" means CIBC, Inc., acting
through one or more of its agencies, branches or Affiliates, in its capacity as
fronting bank for the Revolving Lenders with respect to Foreign Currency Loans.

                   "FOREIGN CURRENCY LOAN NOTICE" means a notice of (a) a
Foreign Currency Borrowing, (b) a Conversion of Foreign Currency Loans or (c) a
Continuation of Foreign Currency Loans as the same Type, pursuant to Section
2.03(b) (Borrowings, Conversions and Continuations), substantially in the form
of Exhibit A-3 (Form of Foreign Currency Loan Notice).

                  "FOREIGN CURRENCY LOANS" means revolving loans that are
denominated in a Denomination Currency, bear interest at the Eurocurrency Rate
and made by the Foreign Currency Fronting Lender pursuant to Section 2.02(b)
(Revolving Loans; Foreign Currency Loans).

                  "FOREIGN CURRENCY SUBLIMIT" shall mean $50,000,000.

                  "FOREIGN SUBSIDIARY" means each Subsidiary that is not a
Domestic Subsidiary.

                  "FOUR-QUARTER PERIOD" means a period of four full consecutive
fiscal quarters of the Borrower and its Subsidiaries, taken together as one
accounting period.

                  "FRB" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "FUND" means any Person (other than a natural Person) that is
or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession, that are applicable to the circumstances as of the date of
determination, consistently applied with respect to accounting principles.

                  "GAMING AUTHORITY" means any Governmental Authority that holds
regulatory, licensing or permit authority with respect to gaming matters within
its jurisdiction.

                  "GAMING AUTHORIZATIONS" means any and all permits, licenses,
findings of suitability, authorizations, approvals, plans, directives, consent
orders or consent decrees of or from any federal, state or local court, or any
Governmental Authority (including any Gaming Authority) required by any Gaming
Authority or under any Gaming Law.

                  "GAMING LAWS" means all statutes, rules, regulations,
ordinances, codes, administrative or judicial orders or decrees or other laws
pursuant to which any Gaming Authority possesses regulatory, licensing or permit
authority over gaming activities conducted by the Borrower or any of its
Subsidiaries within its jurisdiction.

                  "GOVERNMENT SECURITIES" means, collectively, (i) direct
obligations of, or obligations the timely payment of principal and interest on
which are fully and unconditionally guaranteed by, the United States of America,
(ii) securities issued by any state or municipality within the United States
(or, in the case of securities arising from student loans, approved by any such
state or municipality) that are rated


                                       23


"A-1" or better by S&P or "P-1" or better by Moody's and (iii) securities issued
or fully guaranteed or insured by any Approved Member State, or an agency or
instrumentality thereof (provided, that the full faith and credit of the
applicable Approved Member State is pledged in support of those securities) and
having maturities of not more than one year.

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government, and any
corporation or other entity (other than one performing solely a commercial
function) owned or controlled, through stock or capital ownership or otherwise,
by any of the foregoing, including any Gaming Authority.

                  "GUARANTORS" means, collectively or individually as the
context may indicate, each Domestic Subsidiary of the Borrower (after giving
effect to the AHI Acquisition) and each other Person that is or becomes a party
to the Guaranty.

                  "GUARANTY" means that certain Guaranty Agreement dated as of
the Closing Date among the Guarantors and the Administrative Agent substantially
in the form of Exhibit F (Form of Guaranty), as amended, restated, supplemented
or otherwise modified from time to time.

                  "HAZARDOUS MATERIALS" means all materials, substances or
wastes characterized, classified or otherwise regulated under any Environmental
Laws as hazardous, toxic, radioactive, or a pollutant, contaminant or explosive
or words of similar meaning or effect, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature, the generation, handling, storage, transportation,
disposal, treatment, release, discharge or emission of which is subject to any
Environmental Law.

                  "HONOR DATE" has the meaning set forth in Section 2.04(c)(i)
(Drawings and Reimbursements; Funding of Participations).

                  "IMMATERIAL SUBSIDIARY" means any Domestic Subsidiary that (i)
has not become a party to a Guaranty or any Collateral Document, (ii) has total
assets (including Equity Securities of other Subsidiaries) of less than 1% of
the total domestic assets of the Borrower and its Subsidiaries and, when
aggregated with the assets of all other Subsidiaries previously or substantially
simultaneously to be designated "Immaterial Subsidiaries," of less than 5% of
the total domestic assets of the Borrower and its Subsidiaries (calculated as of
the most recent fiscal period with respect to which the Agents shall have
received financial statements required to be delivered pursuant to Sections
6.01(a) or (b) (Financial Statements)), and (iii) has revenues of less than 1%
of the total revenues (on a consolidated basis) of the Borrower and its Domestic
Subsidiaries and, when aggregated with the revenues of all other Subsidiaries
previously or substantially simultaneously to be designated "Immaterial
Subsidiaries," of less than 5% of total revenues of the Borrower and its
Domestic Subsidiaries (calculated as of the most recent fiscal period with
respect to which the Agents shall have received financial statements required to
be delivered pursuant to Sections 6.01(a) or (b) (Financial Statements)).

                  "INCREMENTAL DEBT" has the meaning set forth in Section
1.03(c)(ii) (Accounting Terms).

                  "INCREMENTAL TERM LOAN" has the meaning set forth in Section
2.01(b)(i) (Term Loan; Facilities Increase).

                                       24


                  "INCREMENTAL TERM LOAN LENDER" has the meaning set forth in
Section 2.01(b) (Term Loan; Facilities Increase).

                  "INDEBTEDNESS" means, as to any Person at a particular time,
all of the following without duplication, whether or not included as
indebtedness or liabilities in accordance with GAAP:

                  (i) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes, loan
         agreements or other similar instruments;

                  (ii) all direct or Contingent Obligations of such Person
         arising under letters of credit (including standby and commercial
         letters of credit), bankers' acceptances, bank guaranties, surety bonds
         and similar instruments;

                  (iii) net obligations under any Swap Contract in an amount
         equal to the Swap Termination Value thereof;

                  (iv) all obligations of such Person to pay the deferred
         purchase price of property or services (other than accrued expenses and
         trade accounts payable in the ordinary course of business);

                  (v) indebtedness (excluding prepaid interest thereon) secured
         by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse;

                  (vi) Capital Leases and Synthetic Lease Obligations;

                  (vii) all obligations of such Person to purchase, redeem,
         retire, defease or otherwise acquire for value any Stock or Stock
         Equivalents of such Person, valued, in the case of redeemable preferred
         stock, at the greater of its voluntary liquidation preference and its
         involuntary liquidation preference plus accrued and unpaid dividends,
         and

                  (viii) all Contingent Obligations of such Person in respect of
         any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any Capital Lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date. For the avoidance of doubt, (x)
the Series B Preferred Stock and, prior to the seven month anniversary of the
Closing Date, the Series C Preferred Stock and (y) so long as Coleman is the
owner of all of the outstanding Coleman IRB Bonds, the obligations of Coleman
under the Coleman IRB Indentures and the Coleman IRB Leases, shall not be
considered "Indebtedness" for purposes of the Credit Agreement and the other
Loan Documents.

                  "INDEMNIFIED MATTERS" has the meaning set forth in Section
10.05(a) (Indemnification).

                  "INDEMNITEE" has the meaning set forth in Section 10.05(a)
(Indemnification).

                  "INFORMATIONAL WEBSITE" has the meaning set forth in Section
6.02 (Certificates; Other Information).

                                       25


                  "INSURANCE COVERAGE" means insurance coverage provided by a
policy of insurance or by a program of self-insurance to the extent permitted
under this Agreement.

                  "INTELLECTUAL PROPERTY" has the meaning specified in the
Pledge and Security Agreement.

                  "INTELLECTUAL PROPERTY SECURITY AGREEMENT" has the meaning
specified in the Pledge and Security Agreement.

                  "INTERBANK OFFERED RATE" has the meaning therefor set forth in
the definition of Eurodollar Rate.

                  "INTEREST PAYMENT DATE" means, (a) as to any Eurodollar Rate
Loan or Eurocurrency Rate Loan the last day of the relevant Interest Period, any
date that such Loan is prepaid or, in the case of Eurodollar Rate Loans,
Converted, in whole or in part, and the Revolving Credit Maturity Date, or the
Term Loan Maturity Date, as applicable; provided, however, that if any Interest
Period for a Eurodollar Rate Loan exceeds three months, interest shall also be
paid on the Business Day which falls every three months after the beginning of
such Interest Period; and (b) as to any Base Rate Loan or Swing Line Loan, the
last Business Day of each March, June, September and December and the Revolving
Credit Maturity Date, or the Term Loan Maturity Date, as applicable; provided,
further, that interest accruing at the Default Rate, if applicable, shall be
payable from time to time upon demand of the Administrative Agent.

                  "INTEREST PERIOD" means, (a) for each Eurodollar Rate Loan,
the period commencing on the date such Eurodollar Rate Loan is disbursed or on
the date any Loan is Continued as or Converted into a Eurodollar Rate Loan and
ending, in each case, on the date which is one, two, three or six months
thereafter (or, if available to all Lenders, nine or twelve months thereafter),
as selected by the Borrower in its Revolving Loan Notice or Term Loan Interest
Rate Selection Notice and (b) for each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or on the date
any Loan is Continued as or Converted into a Eurocurrency Rate Loan and ending,
in each case, on the date which is one, two or three months thereafter, as
selected by the Borrower in its Foreign Currency Loan Notice; provided that in
each case:

                  (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless such Business Day falls in another calendar month, in which
         case such Interest Period shall end on the next preceding Business Day;

                  (ii) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall end on the last Business Day of the calendar month at the
         end of such Interest Period; and

                  (iii) no Interest Period shall extend beyond the Stated
         Maturity Date or, with respect to any Segment of the Term Loan, the
         Stated Term Loan Maturity Date.

                  "INTROPACK" means Intropack, a Korean corporation.

                  "INTROPACK AGREEMENT" means that certain Intellectual Property
Assignment Agreement, dated as of November 27, 2002, by and among Tilia
International, Inc., Intropack and Kyul Joo Lee, an individual, pursuant to
which Tilia International, Inc., a Guarantor, has acquired, and will acquire,
certain Intellectual Property useful in the business of the Loan Parties.

                                       26


                  "INVESTMENT" means, as to any Person, any acquisition or
investment by such Person, whether by means of (a) the purchase or other
acquisition of Stock or Stock Equivalents of another Person, (b) a loan, advance
or capital contribution to, guaranty of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other
Person, or (c) the purchase or other acquisition (in one transaction or a series
of transactions) of assets of another Person that constitute a business unit.
For purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment, but including subsequent amounts of
Investments in the same Person at the time such amount is actually invested,
whether pursuant to earn-outs, working capital adjustments or other Contractual
Obligations, or otherwise.

                  "IRS" means the United States Internal Revenue Service and any
successor Governmental Authority performing a similar function.

                  "JUDGMENT CURRENCY" has the meaning specified in Section 10.18
(Submission to Jurisdiction; Service of Process).

                  "LAND" of any Person means all of those plots, pieces or
parcels of land now owned, leased or hereafter acquired or leased or purported
to be owned, leased or hereafter acquired or leased (including, in respect of
the Loan Parties, as reflected in the most recent Financial Statements) by such
Person.

                  "LAWS" means, collectively, all international, foreign,
Federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.

                  "L/C ADVANCE" means, with respect to each Revolving Lender,
such Revolving Lender's funding of its participation in any L/C Borrowing in
accordance with its Pro Rata Revolving Share as set forth in Section 2.04(c)
(Drawings and Reimbursements; Funding of Participations).

                  "L/C BORROWING" means an extension of credit resulting from a
drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Borrowing.

                  "L/C CREDIT EXTENSION" means, with respect to any Letter of
Credit, the issuance thereof or extension of the expiry date thereof, or the
renewal or increase of the amount thereof.

                  "L/C ISSUER" means (i) each of CIBC, CUSA, Wachovia and,
solely with respect to Existing Letters of Credit, BofA (or Affiliates of any of
them, including, in the case of CUSA, Citibank), each in their respective
capacities as issuers of Letters of Credit hereunder and (ii) each other Lender
or Affiliate of a Lender that hereafter becomes an L/C Issuer with the approval
of the Agents and the Borrower by agreeing pursuant to an agreement with and in
form and substance satisfactory to the Agents and the Borrower to be bound by
the terms hereof applicable to L/C Issuers.

                  "L/C OBLIGATIONS" means, as at any date of determination, the
aggregate undrawn face amount of all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

                                       27


                  "LEASES" means, with respect to any Person, all of those
leasehold estates in real property of such Person, as lessee, as such may be
amended, supplemented or otherwise modified from time to time.

                  "LENDER" means the Swing Line Lender and each other financial
institution or other entity that (a) is listed on the signature pages hereof as
a "Lender" or as the "Foreign Currency Fronting Lender", (b) from time to time
becomes a party hereto pursuant to a duly executed Assignment and Acceptance,
(c) from time to time becomes the Foreign Currency Fronting Lender hereunder
pursuant to Section 2.17 (Resignation or Removal of the Foreign Currency
Fronting Lender) or (d) becomes a party hereto in connection with a Facilities
Increase by execution of an assumption agreement, in form and substance
reasonably satisfactory to the Agents and the Borrower, in connection with such
Facilities Increase.

                  "LENDING OFFICE" means, as to any Lender, the office or
offices of such Lender described as such on Schedule II (Applicable Lending
Offices and Addresses for Notices), or such other office or offices as a Lender
may from time to time notify the Borrower and the Administrative Agent.
                  "LETTER OF CREDIT" means any letter of credit issued by an L/C
issuer hereunder. A Letter of Credit may be a commercial letter of credit or a
standby letter of credit.

                  "LETTER OF CREDIT APPLICATION" means the request for the
issuance or amendment of a Letter of Credit, substantially in the form of
Exhibit H (Form of Request for Issuance of Letter of Credit) or, to the extent
acceptable to the applicable L/C Issuer, the electronic equivalent thereof
containing substantially the same information.

                  "LETTER OF CREDIT EXPIRATION DATE" means the day that is five
days prior to the Stated Maturity Date (or, if such day is not a Business Day,
the next preceding Business Day).

                  "LETTER OF CREDIT FEE" has the meaning specified in Section
2.04(i) (Letter of Credit Fees).

                  "LETTER OF CREDIT SUBLIMIT" means, at any time, an amount
equal to the lesser of the Aggregate Revolving Credit Commitments at such time
and the Dollar Equivalent of $150,000,000. The Letter of Credit Sublimit is part
of, and not in addition to, the Aggregate Revolving Credit Commitments.

                  "LIEN" means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the UCC or comparable Laws of any jurisdiction) of or in property securing any
obligation to, or a claim by a Person other than the owner of such property,
whether statutory, by contract or otherwise, including the interest of a
purchaser of accounts receivable.

                  "LOAN" means an extension of credit by a Lender to the
Borrower under Article II (The Commitments and Credit Extensions) in the form of
a Revolving Loan, a Foreign Currency Loan, the Term Loan or a Swing Line Loan,
including any Segment, as the context requires.

                  "LOAN DOCUMENTS" means this Agreement, the Notes (if any), the
Guaranty, each Collateral Document, the Agent/Arranger Fee Letter, each
Revolving Loan Notice, each Foreign Currency Loan Notice, each Term Loan
Interest Rate Selection Notice, each Letter of Credit Application,


                                       28


each Compliance Certificate, each Cash Management Document, each Related Swap
Contract and all other instruments and documents heretofore or hereafter
executed or delivered to or in favor of any Lender or either Agent in connection
with the Loans made and transactions contemplated by this Agreement.

                  "LOAN PARTIES" means, collectively, the Borrower, each
Guarantor and each other Person providing Collateral pursuant to any Collateral
Document.

                  "MATERIAL ADVERSE EFFECT" means a material adverse change in,
or a material adverse effect upon, (a) (i) on the Closing Date, the business,
assets, operations, properties, condition (financial or otherwise), liabilities
(contingent or otherwise) or prospects of (A) the Borrower and its Subsidiaries,
taken as a whole (including after giving effect to the AHI Acquisition), or (B)
the AHI Companies, in each case since December 31, 2003 and (ii) after the
Closing Date, the business, assets, operations, properties, condition (financial
or otherwise), liabilities (contingent or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole (including after giving effect to
each Permitted Acquisition) since December 31, 2003; (b) the ability of the
Borrower or the Loan Parties to pay or perform their respective obligations
under each Loan Document to which it is party; (c) the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document to
which it is a party; or (d) the ability of the Agents, the Foreign Currency
Fronting Lender and/or the Syndicated Lenders to enforce their respective rights
and remedies under the Loan Documents.

                  "MATERIAL INTELLECTUAL PROPERTY" has the meaning specified in
the Pledge and Security Agreement.

                  "MAXIMUM RATE" has the meaning specified in Section 10.10
(Interest Rate Limitation).

                  "MINIMUM CURRENCY BORROWING AMOUNT" means (i) in the case of
Canadian Dollars, a principal amount equal to C$5,000,000 or a whole multiple of
C$1,000,000 in excess thereof; (ii) in the case of Euros, a principal amount
equal to (euro)4,000,000 or a whole multiple of (euro)1,000,000 in excess
thereof; (iii) in the case of Yen, a principal amount equal to (Y)500,000,000 or
a whole multiple of (Y)100,000,000 in excess thereof and (iv) in the case of any
other Denomination Currency permitted under this Agreement, an amount to be
agreed by the Foreign Currency Fronting Lender, the Administrative Agent and the
Borrower.

                  "MOODY'S" means Moody's Investors Service, Inc. and any
successor thereto.

                  "MULTIEMPLOYER PLAN" means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA, to which the Borrower or any
ERISA Affiliate makes or is obligated to make contributions, or during the
preceding three calendar years, has made or been obligated to make
contributions.

                  "NET PROCEEDS" means:

                  (i) with respect to any Disposition by the Borrower or any
         Subsidiary, the excess, if any, of (i) the sum of cash and cash
         equivalents received in connection with such Disposition (including any
         cash received by way of deferred payment pursuant to, or by
         monetization of, a note receivable or otherwise, but only as and when
         so received) over (ii) the sum of (A) the principal amount of any
         Indebtedness that is secured by such asset and that is required to be
         repaid in connection with


                                       29


         such Disposition (other than Indebtedness under the Loan Documents),
         (B) the out-of-pocket expenses incurred by the Borrower or any
         Subsidiary in connection with such Disposition and (C) all taxes
         required to be paid or accrued as a result of any gain recognized in
         connection therewith;

                  (ii) with respect to any Debt Issuance or Equity Issuance,
         cash payments received by the Borrower or any Subsidiary therefrom as
         and when received, net of all legal, accounting, banking and
         underwriting fees and expenses, commissions, discounts and other
         issuance expenses incurred in connection therewith and all taxes
         required to be paid or accrued as a consequence of such issuance; and

                  (iii) with respect to any Property Loss Event, any cash
         payments received by the Borrower or any Subsidiary therefrom,
         including cash insurance payments received by the Borrower or any
         Subsidiary, as and when received, net of all direct out of pocket costs
         and expenses incurred in the collection of claims, together with any
         taxes required to be paid or accrued as a consequence of the receipt of
         such insurance proceeds.

                  "NON-CASH INTEREST EXPENSE" means, with respect to the
Borrower and its Subsidiaries for any period, the sum of the following amounts
to the extent included in the definition of Consolidated Interest Expense (a)
the amount of debt discount and debt issuance costs amortized and (b) interest
payable in evidences of Indebtedness or by addition to the principal of the
related Indebtedness.

                  "NON-CONSENTING LENDER" has the meaning specified in Section
10.01(c) (Amendments, Etc.).

                  "NON-U.S. PERSON" means any Person that is not a Domestic
Person.

                  "NON-U.S. LENDER" has the meaning specified in Section 10.15
(Tax Forms).

                  "NONRENEWAL NOTICE DATE" has the meaning specified in Section
2.04(b)(iii) (Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal of Letters of Credit).

                  "NOTES" means, collectively, the Revolving Loan Notes, the
Term Loan Notes and the Swing Line Note.

                  "OBLIGATIONS" means the Loans, the L/C Obligations and all
other amounts, obligations, covenants and duties owing by the Borrower to the
Administrative Agent, the Syndication Agent, the Foreign Currency Fronting
Lender, any Syndicated Lender, any L/C Issuer, any Affiliate of any of them or
any Indemnitee, of every type and description (whether by reason of an extension
of credit, opening or amendment of a letter of credit or payment of any draft
drawn or other payment thereunder, loan, guaranty, indemnification, foreign
exchange or currency swap transaction, interest rate hedging transaction or
otherwise), present or future, arising under this Agreement, any other Loan
Document (including Cash Management Documents and Related Swap Contracts that
are Loan Documents), whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired (including interest that accrues after
the commencement by or against the Borrower or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding) and whether or not evidenced by any note, guaranty or other
instrument or for the payment of money, including all letter of credit, cash
management and other fees, interest, charges, expenses, Attorney Costs, Cash
Management Obligations and other sums chargeable to the Borrower under this
Agreement, any other Loan Document (including Cash Management Documents and
Related Swap Contracts that are Loan Documents) and all obligations of the
Borrower under any Loan Document to Cash Collateralize any L/C Obligation.

                                       30


                  "OFF-BALANCE SHEET LIABILITIES" means, with respect to any
Person as of any date of determination thereof, without duplication and to the
extent not included as a liability on the consolidated balance sheet of such
Person and its Subsidiaries in accordance with GAAP, including the notes
thereto: (a) with respect to any asset securitization transaction (including any
accounts receivable purchase facility) (i) the unrecovered investment of
purchasers or transferees of assets so transferred and (ii) any other payment,
recourse, repurchase, hold harmless, indemnity or similar obligation of such
Person or any of its Subsidiaries in respect of assets transferred or payments
made in respect thereof, other than limited recourse provisions that are
customary for transactions of such type and that neither (x) have the effect of
limiting the loss or credit risk of such purchasers or transferees with respect
to payment or performance by the obligors of the assets so transferred nor (y)
impair the characterization of the transaction as a true sale under applicable
Laws (including Debtor Relief Laws); (b) the monetary obligations under any
financing lease or so-called "synthetic," tax retention or off-balance sheet
lease transaction which, upon the application of any Debtor Relief Law to such
Person or any of its Subsidiaries, would be characterized as indebtedness; (c)
the monetary obligations under any sale and leaseback transaction which does not
create a liability on the consolidated balance sheet of such Person and its
Subsidiaries; or (d) any other monetary obligation arising with respect to any
other transaction which (i) upon the application of any Debtor Relief Law to
such Person or any of its Subsidiaries, would be characterized as indebtedness
or (ii) is the functional equivalent of or takes the place of borrowing but
which does not constitute a liability on the consolidated balance sheet of such
Person and its Subsidiaries (for purposes of this clause (d), any transaction
structured to provide tax deductibility as interest expense of any dividend,
coupon or other periodic payment will be deemed to be the functional equivalent
of a borrowing).

                  "ORGANIZATIONAL ACTION" means with respect to any corporation,
limited liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
any corporate, organizational or partnership action (including any required
shareholder, member or partner action), or other similar official action, as
applicable, taken by such Person.

                  "OTHER SECURITIES" means, collectively, (i) short-term
instruments (i.e. having a maturity of less than one year at the time of
purchase) that are obligations of issuers rated "A-1" or better by S&P or "P-1"
or better by Moody's, (ii) long-term instruments (i.e. having a maturity of
greater than one year the time of purchase) but that trade with respect to their
put dates, reset dates, or that trade based on average maturity that are
obligations of issuers rated "AA-" or better by S&P or "Aa3" or better by
Moody's or (iii) asset backed securities with a credit quality rating of "AA-"
or better by S&P or "Aa3" or better by Moody's.

                  "OTHER TAXES" has the meaning specified in Section 3.01(b)
(Taxes).

                  "OUTSTANDING AMOUNT" means (i) with respect to the Term Loan,
on any date, the aggregate outstanding principal amount thereof after giving
effect to the Borrowing of the Term Loan and any prepayments or repayments of
the Term Loan (or any Segment) occurring on such date, (ii) with respect to
Revolving Loans and Swing Line Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Revolving Loans and Swing Line Loans, as the case may be,
occurring on such date; (iii) with respect to any Foreign Currency Loans, the
Dollar Equivalent of the aggregate principal amount thereof, after giving effect
to any borrowings and prepayments or repayments on such date; and (iv) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes to the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

                                       31


                  "PATRIOT ACT" means the USA Patriot Act, Title III of Pub. L.
107-56 (signed into law October 26, 2001).

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

                  "PENSION PLAN" means any "employee pension benefit plan" (as
such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan,
that is subject to Title IV of ERISA and is sponsored or maintained by the
Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple
employer plan (as described in Section 4064(a) of ERISA) has made contributions
at any time during the immediately preceding five plan years.

                  "PERMIT" means any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under an
applicable Law.

                  "PERMITTED ACQUISITION" means, collectively, (i) the AHI
Acquisition and (ii) any proposed Acquisition that satisfies each of the
following conditions:

                  (i) if the Cost of Acquisition of the proposed Acquisition
         exceeds an amount equal to the Dollar Equivalent of $35,000,000, the
         Agents shall receive at least 30 days' prior written notice of such
         proposed Acquisition, which notice shall include a reasonably detailed
         description of such proposed Acquisition;

                  (ii) such proposed Acquisition shall be consensual;

                  (iii) if the Cost of Acquisition of such Acquisition exceeds
         an amount equal to the Dollar Equivalent of $35,000,000, promptly (and
         in any event, not later than five Business Days (or such later date as
         may be acceptable to the Agents in their sole discretion) following the
         date of such Acquisition, the Agents shall have received, in form and
         substance reasonably satisfactory to the Agents, copies of the
         acquisition agreement, related Contractual Obligations and instruments
         and all opinions, certificates, lien search results and other documents
         reasonably requested by the Agents;
                  (iv) at the time of such Acquisition and after giving effect
         thereto, (i) no Default or Event of Default shall have occurred and be
         continuing and (ii) all representations and warranties contained in
         Article V (Representations and Warranties) and in the other Loan
         Documents shall be true and correct in all material respects;

                  (v) if the Cost of Acquisition of such Acquisition exceeds an
         amount equal to the Dollar Equivalent of $35,000,000, the Borrower
         shall have furnished to the Agents (A) pro forma historical financial
         statements as of the end of the most recently completed fiscal year of
         the Borrower and most recent interim fiscal quarter, if applicable
         giving effect to such proposed Acquisition and (B) a certificate in the
         form of Exhibit D (Form of Compliance Certificate) prepared on a
         historical pro forma basis as of the date of the most recent date for
         which financial statements have been furnished pursuant to Section
         6.01(a) or (b) (Financial Statements) giving effect to such proposed
         Acquisition, which certificate shall demonstrate that no Default or
         Event of Default would exist immediately after giving effect thereto;

                  (vi) the Person acquired shall be a wholly-owned Subsidiary,
         or be merged into a wholly-owned Subsidiary, promptly following the
         consummation of such Acquisition (or if assets are being acquired, the
         acquiror shall be a wholly-owned Subsidiary);

                                       32


                  (vii) after the consummation of such Acquisition, each
         Subsidiary that is a Domestic Subsidiary or Direct Foreign Subsidiary
         shall have complied with the provisions of Section 6.14 (New
         Subsidiaries and Pledgors) and Section 6.15 (Collateral Access
         Agreements and Bailee's Letters), including with respect to any new
         assets acquired; and

                  (viii) after giving effect to such proposed Acquisition, the
         aggregate Costs of Acquisition incurred in any fiscal year (including
         any payments made during such fiscal year or such three fiscal year
         period, as the case may be, in respect of Permitted Acquisition
         Earn-Outs but excluding any Costs of Acquisition incurred during such
         fiscal year or such three fiscal year period, as the case may be, in
         respect of the AHI Acquisition or other acquisitions consummated prior
         to the Closing Date) on a noncumulative basis (with the effect that
         amounts not incurred or paid in any fiscal year may not be carried
         forward to a subsequent period) shall not exceed an amount equal to the
         Dollar Equivalent of (A) $200,000,000 in any fiscal year or (B)
         $500,000,000 during any consecutive three fiscal year period.

                  "PERMITTED ACQUISITION DOCUMENTS" means, with respect to the
AHI Acquisition, the AHI Acquisition Documents and with respect to any other
Permitted Acquisition, (i) an acquisition agreement, a merger agreement, sale
agreement or other similar agreement evidencing the obligations of the parties
to enter into such Acquisition transaction, and (ii) any other material
transaction document relating to such Acquisition.

                  "PERMITTED ACQUISITION EARN-OUT" means the obligation of the
Borrower or any of its Subsidiaries or Affiliates to pay, after the initial
closing of any Permitted Acquisition, any amount in the form or nature of
post-closing contingent consideration (other than such contingent consideration
consisting of working capital adjustments, net asset adjustments and other
similar post-closing adjustments) to any seller under such Acquisition
transaction (or any of its assignees), pursuant to any provision of the
respective Permitted Acquisition Documents.

                  "PERMITTED BUSINESS" means any business in which the Borrower
and its Subsidiaries (including the AHI Companies) were engaged on the Closing
Date, or any other business in the consumer products industry, including without
limitation food products, and any business reasonably related or complementary
thereto.

                  "PERMITTED INTERCOMPANY MERGER" means (a) a merger or
consolidation solely of one or more Subsidiaries (provided that if one of such
Subsidiaries is a Loan Party, the result of such merger or consolidation is that
the surviving entity is a Loan Party), (b) the acquisition of (i) all or
substantially all of the Stock or Stock Equivalents of any Subsidiary, (ii) all
or substantially all of the assets of any Subsidiary or (iii) all or
substantially all of the assets constituting the business of a division, branch
or other unit operation of any Subsidiary, in each case by any Loan Party or (c)
the acquisition of (i) all or substantially all of the Stock or Stock
Equivalents of any Subsidiary that is not a Loan Party, (ii) all or
substantially all of the assets of any Subsidiary that is not a Loan Party or
(iii) all or substantially all of the assets constituting the business of a
division, branch or other unit operation of any Subsidiary that is not a Loan
Party, in each case by any Subsidiary that is not a Loan Party; provided that
after giving effect thereto the Borrower complies with Section 6.14 (New
Subsidiaries and Pledgors) and Section 6.15 (Collateral Access Agreements and
Bailee's Letters) and the Investment, if any, in such Subsidiary is permitted
under Section 7.02(d) (Investments).

                  "PERMITTED LIENS" has the meaning set forth in Section 7.01
(Liens).

                  "PERMITTED RESTRUCTURING CHARGES" means restructuring charges
to achieve cost savings and synergies in conjunction with the AHI Acquisition.

                                       33


                  "PERSON" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "PLAN" means any "employee benefit plan" (as such term is
defined in Section 3(3) of ERISA) established by the Borrower or any ERISA
Affiliate.

                  "PLEDGE AND SECURITY AGREEMENT" means an agreement, in
substantially the form of Exhibit J (Form of Pledge and Security Agreement),
executed by the Borrower and each Guarantor in favor of the Administrative Agent
for the benefit of the Secured Parties.

                  "PLEDGED NOTES" has the meaning specified in the Pledge and
Security Agreement.

                  "PLEDGED STOCK" has the meaning specified in the Pledge and
Security Agreement.

                  "PRIOR ACQUISITION EARN-OUT" means, collectively, each of the
earn-out payments set forth on Schedule III (Prior Acquisition Earn-Outs).

                  "PRO RATA REVOLVING SHARE" means, with respect to each
Revolving Lender at any time, a fraction (expressed as a percentage, carried out
to the ninth decimal place), the numerator of which is the amount of the
Revolving Credit Commitment of such Revolving Lender at such time and the
denominator of which is the amount of the Aggregate Revolving Credit Commitments
at such time; provided that if the Aggregate Revolving Credit Commitments have
been terminated at such time, then the Pro Rata Revolving Share of each
Revolving Lender shall be (x) with respect to the distribution of payments to
such Revolving Lender, the percentage (carried out to the ninth decimal place)
of the aggregate Outstanding Amount that is held by such Revolving Lender (with
the aggregate amount of each Revolving Lender's funded participations in L/C
Obligations and Swing Line Loans being deemed "held" by such Revolving Lender
for this purpose), and (y) for all other purposes, determined based on the Pro
Rata Revolving Share of such Revolving Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to Section 10.07 (Assignments and Participations), pursuant to which such
Revolving Lender becomes a party hereto, as applicable.

                  "PRO RATA TERM SHARE" means, with respect to each Term Loan
Lender, the percentage (carried out to the ninth decimal place) of the principal
amount of the Term Loan funded by such Term Loan Lender as of the date of
measurement thereof, after giving effect to any subsequent assignments made
pursuant to Section 10.07 (Assignments and Participations), pursuant to which
such Term Loan Lender becomes a party hereto, as applicable.

                  "PROPERTY LOSS EVENT" means (a) any loss of or damage to
property of the Borrower or any of its Subsidiaries that results in the receipt
by such Person of proceeds of insurance in excess of the Dollar Equivalent of
$1,000,000 (individually or in the aggregate) or (b) any taking of property of
the Borrower or any of its Subsidiaries that results in the receipt by such
Person of a compensation payment in respect thereof in excess of the Dollar
Equivalent of $5,000,000 (individually or in the aggregate).

                  "PROPOSED ACQUISITION TARGET" means any Person or any
operating division thereof subject to a proposed Acquisition.

                  "PROPOSED CHANGE" has the meaning specified in Section
10.01(c) (Amendments, Etc.).

                  "QUARTERLY FEE CALCULATION DATE" shall mean the last Business
Day of each March, June, September and December.

                                       34


                  "QUARTERLY FEE PAYMENT DATE" means, with respect to any
Quarterly Fee Calculation Date, the date that is five days after such Quarterly
Fee Calculation Date.

                  "REAL PROPERTY" of any Person means the Land owned, leased or
operated by such Person, together with the right, title and interest of such
Person, if any, in and to the streets, the Land lying in the bed of any streets,
roads or avenues, opened or proposed, in front of, the air space and development
rights pertaining to the Land and the right to use such air space and
development rights, all rights of way, privileges, liberties, tenements,
hereditaments and appurtenances belonging or in any way appertaining thereto,
all fixtures, all easements now or hereafter benefiting the Land and all
royalties and rights appertaining to the use and enjoyment of the Land,
including all alley, vault, drainage, mineral, water, oil and gas rights,
together with all of the buildings and other improvements now or hereafter
erected on the Land and any fixtures appurtenant thereto.

                  "REFINANCED INDEBTEDNESS" means the Indebtedness of the
Borrower and its Subsidiaries under the Existing Jarden Credit Agreement, the
Indebtedness of the AHI Companies under the Existing AHI Credit Agreement and
the other Indebtedness of the Borrower and its Subsidiaries or the AHI
Companies, as the case may be, outstanding immediately prior to giving effect to
the initial Credit Extensions and specified on Schedule 4.01(d) (Refinanced
Indebtedness).

                  "REGISTER" has the meaning set forth in Section 10.07(c)
(Assignments and Participations).

                  "REIMBURSEMENT OBLIGATIONS" means all matured reimbursement or
repayment obligations of the Borrower to any L/C Issuer with respect to amounts
drawn under Letters of Credit.

                  "REINVESTMENT DEFERRED AMOUNT" means, as the context requires,
the Disposition/Property Loss Event Deferred Amount or the Equity Issuance
Deferred Amount.

                  "REINVESTMENT EVENT" means any Equity Issuance, Disposition or
Property Loss Event in respect of which the Borrower has delivered a
Reinvestment Notice.

                  "REINVESTMENT NOTICE" means a written notice executed by a
Responsible Officer of the Borrower stating that no Default or Event of Default
has occurred and is continuing and (i) in the case of any Disposition or
Property Loss Event, that the Borrower (directly or indirectly through one of
its Subsidiaries) intends and expects to use all or a specified portion of the
Net Proceeds of a Disposition or Property Loss Event to acquire replacement
assets useful in its or one of its Subsidiaries' businesses or, in the case of a
Property Loss Event, to effect repairs or (ii) in the case of any Equity
Issuance, that the Borrower (directly or indirectly through one of its
Subsidiaries) intends and expects to use all or a specified portion of the Net
Proceeds of such Equity Issuance to finance all or a portion of a Permitted
Acquisition.

                  "REINVESTMENT PREPAYMENT AMOUNT" means, with respect to any
Net Proceeds of any Reinvestment Event, the Reinvestment Deferred Amount
relating thereto less any amount expended or required to be expended pursuant to
a Contractual Obligation entered into prior to the relevant Reinvestment
Prepayment Date (i) in the case of any Disposition or Property Loss Event, to
acquire replacement assets useful in the business of the Borrower or any of its
Subsidiaries, or in the case of a Property Loss Event, to effect repairs or (ii)
in the case of any Equity Issuance, to consummate the applicable Permitted
Acquisition.

                  "REINVESTMENT PREPAYMENT DATE" means, with respect to any Net
Proceeds of any Reinvestment Event, (i) in the case of any Disposition or
Property Loss Event constituting a


                                       35


Reinvestment Event, the earlier of (a) the date occurring 180 days after such
Reinvestment Event and (b) the date that is five Business Days after the date on
which the Borrower shall have notified the Administrative Agent of the
Borrower's determination not to acquire replacement assets useful in the
Borrower's or a Subsidiary's business (or, in the case of a Property Loss Event,
not to effect repairs) with all or any portion of the relevant Reinvestment
Deferred Amount and (ii) in the case of any Equity Issuance constituting a
Reinvestment Event, the earlier of (a) the date occurring 120 days after such
Reinvestment Event and (b) the date that is five Business Days after the date on
which the Borrower shall have notified the Administrative Agent of the
Borrower's determination not to consummate the applicable Permitted Acquisition.

                  "RELATED OBLIGATIONS" has the meaning specified in Section
9.12 (Collateral Matters Relating to Related Obligations).

                  "RELATED SWAP CONTRACT" means all Swap Contracts which are
entered into or maintained with a Lender or Affiliate of a Lender which are
permitted or required by the express terms of the Loan Documents.

                  "RELEASE" means, with respect to any Person, any release,
spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration, in each case, of any Hazardous Material into
the indoor or outdoor environment or into or out of any property owned, leased
or operated by such Person, including the movement of Hazardous Materials
through or in the air, soil, surface water, ground water or property.

                  "REMEDIAL ACTION" means all actions required to (a) clean up,
remove, treat or in any other way address any Hazardous Material in the indoor
or outdoor environment, (b) prevent the release or threat of release or minimize
the further release so that a Hazardous Material does not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment or (c) perform pre-remedial studies and investigations and
post-remedial monitoring and care.

                  "REPORTABLE EVENT" means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30 day notice period
has been waived.

                  "REPURCHASE AGREEMENT" means a repurchase agreement entered
into with (i) any financial institution whose debt obligations are rated "A" by
either of S&P or Moody's or whose commercial paper is rated "A-1" by S&P or
"P-1" by Moody's, or (ii) any Lender.

                  "REQUIRED GAMING CHANGE" has the meaning specified in Section
10.01 (Amendments; Etc.).

                  "REQUIRED LENDERS" means, as of any date of determination,
Lenders having more than 50% of the Commitments or, at any time after the
Aggregate Revolving Credit Commitments have been terminated, Lenders holding in
the aggregate more than 50% of the Total Outstandings (with the aggregate amount
of each Revolving Lender's risk participations and funded participations in L/C
Obligations, Foreign Currency Loans and Swing Line Loans being deemed "held" by
such Revolving Lender for purposes of this definition); provided that the
portion of the Commitments of, and the portion of the Total Outstandings held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.

                  "REQUIRED REVOLVING LENDERS" means, as of any date of
determination, Revolving Lenders with Revolving Credit Commitments that total
more than 50% of the Aggregate Revolving Credit Commitments or, at any time
after the Aggregate Revolving Credit Commitments have been


                                       36


terminated, Revolving Lenders holding in the aggregate more than 50% of the
Outstanding Amount of the Revolving Loans (with the aggregate amount of each
Revolving Lender's risk participations and funded participations in L/C
Obligations, Foreign Currency Loans and Swing Line Loans being deemed "held" by
such Revolving Lender for purposes of this definition); provided that the
portion of the Aggregate Revolving Credit Commitments of, and the portion of the
Outstanding Amount of the Revolving Loans held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required
Revolving Lenders.

                  "REQUIRED TERM LOAN LENDERS" means, as of any date of
determination, Term Loan Lenders having more than 50% of the Outstanding Amount
of the Term Loan; provided that the portion of the Outstanding Amount of the
Term Loan held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Term Loan Lenders.

                  "RESPONSIBLE OFFICER" means, with respect to any Person, (i)
with respect to financial matters (including any Compliance Certificate and any
other certificates related to financial amounts), the chief financial officer,
senior vice president, executive vice president, treasurer or controller of such
Person; (ii) with respect to all other matters, the officers included in the
preceding clause (i) and the chief executive officer, president or chief
operating officer of such Person; and (iii) with respect to any Revolving Loan
Notice, Term Loan Interest Rate Selection Notice, Foreign Currency Loan Notice,
Swing Line Loan Notice, Facilities Increase Notice and any other notices in
connection with any Conversion, Continuation or prepayment, the officers
included in the preceding clauses (i) and (ii) and any vice president of such
Person. Any document delivered hereunder that is signed by a Responsible Officer
of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate and/or other action of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan
Party.

                  "RESTRICTED PAYMENT" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Stock or
Stock Equivalents of the Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Stock or Stock Equivalents.

                  "REVOLVING BORROWING" means a borrowing consisting of
simultaneous Revolving Loans of the same Type and, as to Eurodollar Rate Loans,
having the same Interest Period, made by the Revolving Lenders pursuant to
Section 2.02(a) (Revolving Loans; Foreign Currency Loans).

                  "REVOLVING CREDIT COMMITMENT" means, as to each Revolving
Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to
Section 2.02(a) (Revolving Loans; Foreign Currency Loans), (b) purchase
participations in L/C Obligations, (c) purchase participations in Swing Line
Loans and (d) purchase participations in Foreign Currency Loans, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth
opposite such Revolving Lender's name on Schedule I (Revolving Credit
Commitments) as such amount may be reduced or adjusted from time to time in
accordance with this Agreement.

                  "REVOLVING CREDIT FACILITY" means the facility described in
Section 2.02 (Revolving Loans; Foreign Currency Loans) providing for Revolving
Loans to the Borrower by the Revolving Lenders in the maximum aggregate
principal amount at any time outstanding of $200,000,000, and including the
Foreign Currency Sublimit, the Letter of Credit Sublimit and the Swing Line
Sublimit, as reduced from time to time pursuant to the terms of this Agreement.

                                       37


                  "REVOLVING CREDIT MATURITY DATE" means with respect to
Revolving Loans, Swing Line Loans, L/C Obligations and Foreign Currency Loans
(a) the Stated Maturity Date with respect to Revolving Loans, Swing Line Loans,
L/C Obligations and Foreign Currency Loans, or (b) such earlier date upon which
the Aggregate Revolving Credit Commitments may be terminated in accordance with
the terms of this Agreement.

                  "REVOLVING CREDIT OUTSTANDINGS" means, with respect to any
Revolving Lender, the Outstanding Amounts under the Revolving Credit Facility
owing to such Lender.

                  "REVOLVING LENDER" means each Lender that has a Revolving
Credit Commitment or, following termination of the Revolving Credit Commitments,
has Revolving Credit Outstandings or participations in outstanding Foreign
Currency Loans, Letters of Credit or Swing Line Loans.

                  "REVOLVING LOAN" means a Base Rate Loan or a Eurodollar Rate
Loan made to the Borrower by a Revolving Lender in accordance with its Pro Rata
Revolving Share pursuant to Section 2.02(a) (Revolving Loans; Foreign Currency
Loans), except as otherwise provided herein.

                  "REVOLVING LOAN NOTE" means a promissory note made by the
Borrower in favor of a Revolving Lender evidencing Revolving Loans made by such
Revolving Lender, substantially in the form of Exhibit C-2 (Form of Revolving
Loan Note).

                  "REVOLVING LOAN NOTICE" means a notice of (a) a Revolving
Borrowing, (b) a Conversion of Revolving Loans or (c) a Continuation of
Revolving Loans as the same Type, pursuant to Section 2.03(a) (Borrowings,
Conversions and Continuations), substantially in the form of Exhibit A-1 (Form
of Revolving Loan Notice).

                  "S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. and any successor thereto.

                  "SAME DAY FUNDS" means immediately available funds.

                  "SARBANES-OXLEY ACT" means the United States Sarbanes-Oxley
Act of 2002.

                  "SEC WEBSITE" has the meaning set forth in Section 6.02
(Certificates; Other Information).

                  "SECURED OBLIGATIONS" means, in the case of the Borrower, the
Obligations, and, in the case of any other Loan Party, the obligations of such
Loan Party under the Guaranty and the other Loan Documents to which it is a
party.

                  "SECURED PARTIES" means, collectively, with respect to each of
the Collateral Documents, the Administrative Agent, the Lenders, the L/C Issuers
and such other Persons for whose benefit the Lien thereunder is granted, as
therein provided.

                  "SECURITIES ACCOUNT" has the meaning given to such term in the
UCC.

                  "SECURITIES ACCOUNT CONTROL AGREEMENT" has the meaning
specified in the Pledge and Security Agreement.

                  "SECURITIES ACT" means the Securities Act of 1933.

                                       38


                  "SECURITIES ENTITLEMENT" has the meaning given to such term in
the UCC.

                  "SEGMENT" means a portion of the Term Loan (or all thereof)
with respect to which a particular interest rate is (or is proposed to be)
applicable.

                  "SENIOR LEVERAGE RATIO" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
the ratio of (a) Consolidated Senior Indebtedness as of such date to (b)
Consolidated EBITDA for the Four-Quarter Period ending on or most recently ended
prior to such date.

                  "SERIES B CERTIFICATE OF DESIGNATIONS" means the Certificate
of Designations, Preferences and Rights of Series B Convertible Participating
Preferred Stock of the Borrower governing the terms of the Series B Preferred
Stock, as in effect on the Closing Date.

                  "SERIES B PREFERRED STOCK" means the Series B Convertible
Participating Preferred Stock of the Borrower.

                  "SERIES C CERTIFICATE OF DESIGNATIONS" means the Certificate
of Designations, Preferences and Rights of Series C Mandatory Convertible
Participating Preferred Stock of the Borrower governing the terms of the Series
C Preferred Stock, as in effect on the Closing Date.

                  "SERIES C PREFERRED STOCK" means the Series C Mandatory
Convertible Participating Preferred Stock of the Borrower.

                  "SOLVENT" means, when used with respect to any Person, that at
the time of determination:

                  (i) the fair value of its assets (both at fair valuation and
         at present fair saleable value on an orderly basis) is in excess of the
         total amount of its liabilities, including Contingent Obligations; and

                  (ii) it is then able and expects to be able to pay its debts
         as they mature; and

                  (iii) it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

                  "SPECIAL PURPOSE VEHICLE" means any special purpose funding
vehicle identified as such in writing by any Syndicated Lender to the
Administrative Agent.

                  "SPONSOR" means, collectively, Warburg, Catterton and each of
their respective Control Investment Affiliates.

                  "SPONSOR EQUITY DOCUMENTS" means (i) the Sponsor Equity
Purchase Agreement and (ii) each other material transaction document or
instrument entered into or delivered by the Borrower or its Subsidiaries related
to or in connection with the Sponsor Equity Financing, including the
Certificates of Designations and the Sponsor Escrow Agreement.

                  "SPONSOR EQUITY FINANCING" means the gross contribution of
cash by the Sponsor to the equity capital of the Borrower in an aggregate amount
of approximately $350,000,000 on or before the Closing Date and otherwise on
terms and conditions and pursuant to documentation reasonably acceptable to the
Agents.

                                       39


                  "SPONSOR EQUITY PURCHASE AGREEMENT" means that certain
Purchase Agreement, dated as of September 19, 2004, between the Borrower and
Warburg, together with all exhibits and schedules thereto.

                  "SPONSOR ESCROW AGREEMENT" means that certain Escrow
Agreement, dated as of October 8, 2004, among the Borrower, Warburg Pincus
Private Equity VIII, L.P. and National City Bank.

                  "SPONSOR PREFERRED STOCK" means, collectively, the Series B
Preferred Stock and the Series C Preferred Stock.

                  "STATED CLOSING DATE TERM LOAN MATURITY DATE" means January
24, 2012.

                  "STATED INCREMENTAL TERM LOAN MATURITY DATE" the date that is
agreed to for such Term Loan by the Agents and the Borrower at the time the
applicable Facilities Increase becomes effective.

                  "STATED MATURITY DATE" means (i) with respect to the Closing
Date Term Loan, the Stated Closing Date Term Loan Maturity Date, (ii) with
respect to each Incremental Term Loan, the applicable Stated Incremental Term
Loan Maturity Date and (iii) with respect to Revolving Loans (including Swing
Line Loans), L/C Obligations and Foreign Currency Loans, January 24, 2010.

                  "STATED TERM LOAN MATURITY DATE" means (i) with respect to the
Closing Date Term Loan, the Stated Closing Date Term Loan Maturity Date and (ii)
with respect to each Incremental Term Loan, the Stated Incremental Term Loan
Maturity Date

                  "STOCK" means shares of capital stock (whether denominated as
common stock or preferred stock), beneficial, partnership or membership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation, partnership, limited liability company or equivalent
entity, whether voting or non-voting.

                  "STOCK EQUIVALENTS" means all securities convertible into or
exchangeable for Stock and all warrants, options or other rights to purchase or
subscribe for any Stock, whether or not presently convertible, exchangeable or
exercisable.

                  "STOCKHOLDERS' EQUITY" means, as of any date of determination
for the Borrower and its Subsidiaries on a consolidated basis, stockholders'
equity as of that date determined in accordance with GAAP.

                  "SUBORDINATED INDEBTEDNESS" means, without duplication, (i)
all obligations of the Borrower and its Subsidiaries with respect to the
Subordinated Notes, as set forth therein and in the applicable Subordinated
Indentures and (ii) all Indebtedness of the type described in Section 7.03(h)
(Indebtedness).

                  "SUBORDINATED INDENTURES" means, collectively, (i) the 2002
Indenture and (ii) any other indenture or agreement governing the terms of any
other Subordinated Indebtedness.

                  "SUBORDINATED NOTES" means each outstanding series of the
Borrowers 9-3/4% Senior Subordinated Notes due 2012 issued pursuant to, and
governed by the terms of, the 2002 Indenture.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company or other business entity of
which an aggregate of 50% or more of the outstanding Voting Stock is, at the
time, directly or indirectly, owned or controlled by such Person or one or more


                                       40


Subsidiaries of such Person. Unless otherwise specified, all references herein
to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or
Subsidiaries of the Borrower.

                  "SUBSIDIARY SECURITIES" means the shares of Stock or Stock
Equivalents in any Subsidiary, whether or not constituting a "security" under
Article 8 of the UCC as in effect in any jurisdiction.

                  "SUBSTITUTE INSTITUTION" has the meaning specified in Section
3.07(a) (Substitution of Lenders).

                  "SUBSTITUTION NOTICE" has the meaning specified in Section
3.07(a) (Substitution of Lenders).

                  "SWAP CONTRACT" means (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a "MASTER
AGREEMENT"), including any such obligations or liabilities under any Master
Agreement.

                  "SWAP TERMINATION VALUE" means, in respect of any Swap
Contract, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contract, (a) for any date on or after
the date such Swap Contract has been closed out and a termination value
determined in accordance therewith, such termination value, and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value for such Swap Contract, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contract (which may include any Lender).

                  "SWING LINE" means the part of the Revolving Credit Facility
made available by the Swing Line Lender pursuant to Section 2.05 (Swing Line
Loans).

                  "SWING LINE BORROWING" means a borrowing of a Swing Line Loan
pursuant to Section 2.05 (Swing Line Loans).

                  "SWING LINE LENDER" means CIBC in its capacity as the provider
of Swing Line Loans, or any successor swing line lender hereunder.

                  "SWING LINE LOAN" has the meaning specified in Section 2.05(a)
(The Swing Line).

                  "SWING LINE LOAN NOTICE" means a notice of a Swing Line
Borrowing pursuant to Section 2.05(b) (Borrowing Procedures), which, if in
writing, shall be substantially in the form of Exhibit B (Form of Swing Line
Loan Notice).

                                       41


                  "SWING LINE NOTE" means a promissory note made by the Borrower
in favor of the Swing Line Lender evidencing Swing Line Loans made by such
Lender, substantially in the form of Exhibit C-3 (Form of Swing Line Note).

                  "SWING LINE SUBLIMIT" means, at any time, an amount equal to
the lesser of the Aggregate Revolving Credit Commitments at such time and
$35,000,000. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Revolving Credit Commitments.

                  "SYNDICATED LENDER" means each Lender, other than the Foreign
Currency Fronting Lender.

                  "SYNDICATED LOAN" means a Term Loan, a Revolving Loan or a
Swing Line Loan, as the context shall require.

                  "SYNDICATION AGENT" has the meaning specified in the
introduction paragraph to this Agreement.

                  "SYNTHETIC LEASE OBLIGATION" means the monetary obligation of
a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property creating
obligations that do not appear on the balance sheet of such Person but which,
upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).

                  "TARGET OPERATING DAY" means any date that is not (a) a
Saturday or Sunday, (b) Christmas Day or New Year's Day or (c) any other day on
which the Trans-European Real-time Gross Settlement Operating System (or any
successor settlement system) is not operating (as determined by the Foreign
Currency Fronting Lender).

                  "TAX AFFILIATE" means, with respect to any Person, (a) any
Subsidiary of such Person, and (b) any Affiliate of such Person with which such
Person files or is eligible to file consolidated, combined or unitary tax
returns.

                  "TAX RETURNS" has the meaning specified in Section 5.11
(Taxes).

                  "TAXES" has the meaning specified in Section 3.01(a) (Taxes).

                  "TERM LOAN" means each Term Loan made pursuant to the Term
Loan Facility, as described in Section 2.01 (Term Loan; Facilities Increase).

                  "TERM LOAN COMMITMENT" means, with respect to each Term Loan
Lender, (a) the commitment of such Lender to make its Pro Rata Share of the Term
Loan to the Borrower in the aggregate principal amount set forth on Schedule I
(Term Loan Commitments) to such Term Loan Lender's Term Loan Lender Addendum
under the caption "Term Loan Commitment" as amended to reflect each Assignment
and Acceptance executed by such Lender and as such amount may be reduced
pursuant to this Agreement, and (b) any commitment by such Lender that is
included as part of a Facilities Increase to make its pro rata share of an
Incremental Term Loan to the Borrower on any Facilities Increase Date, as such
amount may be reduced pursuant to this Agreement.

                  "TERM LOAN FACILITY" means the Term Loan Commitments, the
facility described in Section 2.01(a) (Term Loan; Facilities Increase) providing
for a Term Loan to the Borrower by the Term Loan Lenders on the Closing Date in
an aggregate principal amount of $850,000,000 and the facility


                                       42


described in Section 2.01(b) (Term Loan; Facilities Increase) providing for one
or more Incremental Term Loans to the Borrower by the Term Loan Lenders in an
aggregate principal amount not to exceed $300,000,000.

                  "TERM LOAN INTEREST RATE SELECTION NOTICE" means the written
notice delivered by a Responsible Officer of the Borrower in connection with the
election of a subsequent Interest Period for any Eurodollar Rate Segment or the
Conversion of any Eurodollar Rate Segment into a Base Rate Segment or the
Conversion of any Base Rate Segment into a Eurodollar Rate Segment,
substantially in the form of Exhibit A-2 (Form of Term Loan Interest Rate
Selection Notice).

                  "TERM LOAN LENDER" means each Lender that has a Term Loan
Commitment or a portion of the Outstanding Amount under the Term Loan Facility.

                  "TERM LOAN LENDER ADDENDUM" means, with respect to any initial
Term Loan Lender, a Term Loan Lender Addendum substantially in the form of
Exhibit K (Term Loan Lender Addendum) to be executed by such Term Loan Lender
and delivered to the Administrative Agent on the Closing Date.

                  "TERM LOAN MATURITY DATE" means (a) the Stated Maturity Date,
or (b) such earlier date upon which the Outstanding Amounts under the applicable
Term Loan, including all accrued and unpaid interest, are either due and payable
or are otherwise paid in full in accordance with the terms hereof.

                  "TERM LOAN NOTE" means each promissory note made by the
Borrower in favor of a Term Loan Lender evidencing the portion of the Term Loan
made by such Term Loan Lender, substantially in the form of Exhibit C-1 (Form of
Term Loan Note).

                  "THRESHOLD AMOUNT" means the Dollar Equivalent of $30,000,000.

                  "TOTAL LEVERAGE RATIO" means, as of any date of determination,
for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for
the Four-Quarter Period ending on or most recently ended prior to such date.

                  "TOTAL OUTSTANDINGS" means, at any date of determination
thereof, the aggregate of the Outstanding Amount of (a) the Term Loan, (b)
Revolving Loans, (c) Foreign Currency Loans, (d) L/C Obligations and (e) Swing
Line Loans.

                  "TRANSACTION DOCUMENTS" means, individually or collectively as
the context may indicate, each Closing Related Document and each other Permitted
Acquisition Document.

                  "2002 INDENTURE" means that certain Indenture, dated as of
April 24, 2002 between the Borrower, the guarantors named therein and The Bank
of New York, as Trustee (the "2002 Trustee"), as supplemented by (i) that
certain First Supplemental Indenture, dated as of May 7, 2003, among the
Borrower, the guarantors named therein and the 2002 Trustee, (ii) that certain
Second Supplemental Indenture, dated as of May 28, 2003, among the Borrower, the
guarantors named therein, and the 2002 Trustee, (iii) that certain Third
Supplemental Indenture, dated as of August 28, 2003, among the Borrower, the
guarantors named therein and the 2002 Trustee, (iv) that certain Fourth
Supplemental Indenture, dated as of April 16, 2004, among the Borrower, the
guarantors named therein and the 2002 Trustee and (v) that certain Fifth
Supplemental Indenture dated as of July 23, 2004, among the Borrower, the
guarantors named therein and the 2002 Trustee.

                                       43


                  "TYPE" means with respect to (i) a Revolving Loan or a Segment
of a Term Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan and
(ii) a Foreign Currency Loan, its character as a Eurocurrency Rate Loan.

                  "UCC" has the meaning specified in the Pledge and Security
Agreement.

                  "UNFUNDED PENSION LIABILITY" means the excess of a Pension
Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current
value of that Pension Plan's assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.

                  "UNREIMBURSED AMOUNT" has the meaning set forth in Section
2.04(c)(i) (Drawings and Reimbursements; Funding of Participations).

                  "VOTING STOCK" means Stock of any Person having ordinary power
to vote in the election of members of the board of directors, managers, trustees
or other controlling Persons, of such Person (irrespective of whether, at the
time, Stock of any other class or classes of such entity shall have or might
have voting power by reason of the happening of any contingency).

                  "WACHOVIA" means Wachovia Bank, National Association.

                  "WARBURG" means, collectively, Warburg Pincus Private Equity
VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, Warburg
Pincus Netherlands Private Equity VIII C.V. II and Warburg Pincus Germany
Private Equity VIII KG.

                  "YEN" and "(Y)" each mean the lawful money of Japan.

         1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

                  (a) The meanings of defined terms are equally applicable to
         the singular and plural forms of the defined terms.

                  (b) (i) The words "herein" and "hereunder" and words of
         similar import when used in any Loan Document shall refer to such Loan
         Document as a whole and not to any particular provision thereof.

                           (ii) Article, Section, Exhibit and Schedule
                  references are to the Loan Document in which such reference
                  appears.

                           (iii) The term "including" is by way of example and
                  not limitation.

                           (iv) The term "documents" includes any and all
                  instruments, documents, agreements, certificates, notices,
                  reports, financial statements and other writings, however
                  evidenced, whether in physical or electronic form.

                  (c) In the computation of periods of time from a specified
         date to a later specified date, the word "from" means "from and
         including;" the words "to" and "until" each mean "to but excluding;"
         and the word "through" means "to and including."

                                       44


                  (d) Each reference to "basis points" or "bps" shall be
         interpreted in accordance with the convention that 100 bps = 1.0%.

                  (e) Section headings herein and in the other Loan Documents
         are included for convenience of reference only and shall not affect the
         interpretation of this Agreement or any other Loan Document.

         1.03 ACCOUNTING TERMS.

                  (a) All accounting terms not specifically or completely
         defined herein shall be construed in conformity with, and all financial
         data (including financial ratios and other financial calculations)
         required to be submitted pursuant to this Agreement shall be prepared
         in conformity with GAAP, applied on a consistent basis with respect to
         accounting principles, as in effect from time to time.

                  (b) If any change in the accounting principles used in the
         preparation of the most recent financial statements referred to in
         Section 6.01 (Financial Statements) or in the computation of any
         financial ratio or requirement set forth in any Loan Document is
         hereafter required or permitted by the rules, regulations,
         pronouncements and opinions of the Financial Accounting Standards Board
         or the American Institute of Certified Public Accountants (or any
         successors thereto) and such change is properly adopted by the Borrower
         (with notice to the Agents, in the manner specified in Section 6.03
         (Notices)) and results in a material change in any of the calculations
         required by Article VII (Negative Covenants), including Section 7.13
         (Financial Covenants), that would not have resulted had such accounting
         change not occurred, the parties hereto agree to enter into
         negotiations in order to amend such provisions so as to equitably
         reflect such change such that the criteria for evaluating compliance
         with such covenants by the Borrower shall be the same after such change
         as if such change had not been made; provided, however, that no change
         in GAAP that would affect a calculation in any material respect that
         measures compliance with any covenant contained in Article VII
         (Negative Covenants), including Section 7.13 (Financial Covenants),
         shall be given effect until such provisions are amended to reflect such
         changes in GAAP.

                  (c) With respect to any Acquisition consummated on or after
         the Closing Date or during any Four-Quarter Period that includes the
         Closing Date the following shall apply:

                           (i) Commencing on the first fiscal quarter end of the
                  Borrower next following the date of each such Acquisition (or,
                  in the case of the AHI Acquisition, commencing on the fiscal
                  quarter ending on December 31, 2004), for each of the next
                  four periods of four fiscal quarters of the Borrower,
                  Consolidated EBITDA with respect to the Total Leverage Ratio,
                  the Senior Leverage Ratio and, solely in the case of the AHI
                  Acquisition, the Fixed Charge Ratio shall include the results
                  of operations of the Person or assets so acquired on a
                  historical pro forma basis (including, in the case of the AHI
                  Acquisition, for the stub period commencing on the January 1,
                  2005 and ending on the date immediately preceding the Closing
                  Date), and which amounts may include such adjustments,
                  including such adjustments as are permitted under Regulation
                  S-X of the Commission, as in each case are reasonably
                  satisfactory to the Agents; provided, that in the case of the
                  AHI Acquisition, Consolidated EBITDA for the Borrower and its
                  Subsidiaries, after giving effect to the AHI Acquisition on a
                  pro forma basis, for the fiscal quarters ended June 30, 2004
                  and September 30, 2004 for purposes of calculating the Total
                  Leverage Ratio, the Senior Leverage Ratio and the Fixed Charge
                  Ratio shall be deemed to equal the amount set forth below
                  opposite such fiscal quarter:

                                       45


                    ----------------------------- ------------------------------
                    FISCAL QUARTER ENDED:         CONSOLIDATED EBITDA:
                    ----------------------------- ------------------------------
                    June 30, 2004                 $90,800,000
                    ----------------------------- ------------------------------
                    September 30, 2004            $96,600,000
                    ----------------------------- ------------------------------


                           (ii) Commencing on the first fiscal quarter end of
                  the Borrower next following the date of each Acquisition, for
                  each of the next four periods of four fiscal quarters of the
                  Borrower, Consolidated Interest Expense as a component of
                  Consolidated EBITDA with respect to the Total Leverage Ratio,
                  the Senior Leverage Ratio and, solely in the case of the AHI
                  Acquisition, the Fixed Charge Ratio shall include the results
                  of operations of the Person or assets so acquired, which
                  amounts shall be determined on a historical pro forma basis;
                  provided, however, Consolidated Interest Expense shall be
                  adjusted on a historical pro forma basis to (i) eliminate
                  interest expense accrued during such period on any
                  Indebtedness repaid in connection with such Acquisition and
                  (ii) include interest expense on any Indebtedness (including
                  Indebtedness hereunder) incurred, acquired or assumed in
                  connection with such Acquisition but only to the extent that
                  interest expense would have been charged on such Indebtedness
                  ("INCREMENTAL DEBT") calculated (A) as if all such Incremental
                  Debt had been incurred as of the first day of such
                  Four-Quarter Period and (B) at the following interest rates:
                  (I) for all periods subsequent to the date of the Acquisition
                  and for Incremental Debt assumed or acquired in the
                  Acquisition and in effect prior to the date of Acquisition, at
                  the actual rates of interest applicable thereto, and (II) for
                  all periods prior to the actual incurrence of such Incremental
                  Debt, equal to the rate of interest actually applicable to
                  such Incremental Debt hereunder or under other financing
                  documents applicable thereto as at the end of each affected
                  period of such Four-Quarter Period, as the case may be;

provided that, notwithstanding anything to the contrary set forth herein, (A) in
making the Acquisition Adjustments described above, the Borrower may elect to
exclude any adjustment to Consolidated EBITDA arising from any Acquisition
having a Cost of Acquisition not in excess of the Dollar Equivalent of
$35,000,000, and (B) for each business or entity acquired by the Borrower or its
Subsidiaries that has not historically reported financial results on a quarterly
or monthly basis (or such quarterly or monthly results are not available to the
Borrower or its Subsidiaries) the Borrower shall provide its reasonable estimate
as to the quarterly or monthly results based on available financial results and
the books and records of the acquired business or entity for the purposes of
providing any historical pro forma data required to be delivered pursuant to
this Agreement, including such supplementary information pertaining thereto as
either Agent may reasonably request.

         1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05 CONVERSION OF FOREIGN CURRENCIES.

                  (a) Consolidated Funded Indebtedness. Consolidated Funded
         Indebtedness denominated in any currency other than Dollars shall be
         calculated using the Dollar Equivalent thereof as of the date of the
         applicable financial statements on which such Consolidated Funded
         Indebtedness is reflected.

                                       46


                  (b) Dollar Equivalents. The Administrative Agent shall
         determine the Dollar Equivalent of any amount as required hereby
         (whether to determine compliance with any covenants specified herein or
         otherwise), and a determination thereof by the Administrative Agent
         shall be conclusive absent manifest error. The Administrative Agent
         may, but shall not be obligated to, rely on any determination made by
         any Loan Party in any document delivered to the Administrative Agent.
         The Administrative Agent may determine or redetermine the Dollar
         Equivalent of any amount on any date either in its reasonable
         discretion or upon the reasonable request of any Lender or L/C Issuer.

                  (c) Rounding-Off. The Administrative Agent may set up
         appropriate rounding off mechanisms or otherwise round-off amounts
         hereunder to the nearest higher or lower amount in whole Dollar or cent
         to ensure amounts owing by any party hereunder or that otherwise need
         to be calculated or converted hereunder are expressed in whole Dollars
         or in whole cents, as may be necessary or appropriate.

         1.06 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 TERM LOAN; FACILITIES INCREASE.

                  (a) Closing Date Term Loan. Subject to the terms and
         conditions of this Agreement, each Term Loan Lender severally agrees to
         make a loan to the Borrower in Dollars on the Closing Date (the
         "CLOSING DATE TERM LOAN") in an amount not to exceed such Term Loan
         Lender's Term Loan Commitment in effect on the Closing Date. The
         principal amount of each Segment of the Closing Date Term Loan
         outstanding hereunder from time to time shall bear interest and shall
         be repayable as herein provided. No amount of the Closing Date Term
         Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and
         no Borrowing under the Term Loan Facility shall be allowed other than
         the advance set forth in the first sentence of this Section 2.01(a) and
         any Incremental Term Loan advanced as part of any Facilities Increase.
         Each Term Loan Lender shall, pursuant to the terms and subject to the
         conditions of this Agreement, make available by wire transfer to the
         Administrative Agent not later than 12:00 noon New York time on the
         Closing Date, the amount of its Pro Rata Term Share of the Term Loan
         Facility then in effect. Each such wire transfer shall be directed to
         the Administrative Agent at the Administrative Agent's Office and shall
         be in the form of Same Day Funds in Dollars. The amounts so received by
         the Administrative Agent shall, subject to the terms and conditions of
         this Agreement, including the satisfaction of all applicable conditions
         in Sections 4.01 (Conditions Precedent to Initial Credit Extensions)
         and 4.02 (Conditions Precedent to Each Credit Extension), be made
         available to the Borrower by delivery of the proceeds thereof as shall
         be directed by a Responsible Officer of the Borrower and reasonably
         acceptable to the Administrative Agent. The Borrower shall deliver to
         the Administrative Agent a Term Loan Interest Rate Selection Notice no
         later than 12:00 Noon New York time at least one Business Day prior to
         the Closing Date (or at least three Business Days prior to the Closing
         Date in the case of any Eurodollar Rate Loans), requesting the
         Borrowing of the Closing Date Term Loan. The Term Loan Interest Rate
         Selection Notice shall specify (i) the proposed funding date of the
         Closing Date Term Loan (which shall be a Business Day),


                                       47


         (ii) the amount of the requested Borrowing, and (iii) the Type of
         Borrowing under the Term Loan Facility so requested.

                  (b) Facilities Increase. (i) The Borrower shall have the right
         to send to the Agents, after the Closing Date, a Facilities Increase
         Notice to request an increase (each a "FACILITIES INCREASE") in the
         disbursement of one or more additional Term Loans (each, an
         "INCREMENTAL TERM LOAN") in excess of the Closing Date Term Loan, in a
         principal amount not to exceed $300,000,000 in the aggregate for all
         such requests; provided, however, that (A) no Facilities Increase in
         the Term Loan Facility shall be effective later than three years prior
         to Stated Closing Date Term Loan Maturity Date, (B) no Facilities
         Increase shall be effective earlier than 10 days after the delivery of
         the Facilities Increase Notice to the Agents in respect of such
         Facilities Increase and (C) no more than three Facilities Increases
         shall be made pursuant to this Section 2.01(b). Nothing in this
         Agreement shall be construed to obligate any Lender to negotiate for
         (whether or not in good faith), solicit, provide or consent to any
         increase in the Term Loan Commitments, and any such increase may be
         subject to changes in any term of this Agreement reasonably acceptable
         to the Agents and the Borrower.

                           (ii) The Administrative Agent shall promptly notify
                  each Lender of the proposed Facilities Increase and of the
                  proposed terms and conditions therefor agreed between the
                  Borrower and the Agents. Each such Lender (and each of their
                  Affiliates and Approved Funds) may, in its sole discretion,
                  commit to participate in such Facilities Increase by
                  forwarding its commitment therefor to the Agents in form and
                  substance reasonably satisfactory to the Agents. The Agents
                  shall allocate, in their sole discretion but in amounts not to
                  exceed for each such Lender the commitment received from such
                  Lender, Affiliate or Approved Fund, the Term Loan Commitments
                  to be made as part of the Facilities Increase to the Lenders
                  from which it has received such written commitments. If the
                  Agents do not receive enough commitments from existing Lenders
                  or their respective Affiliates or Approved Funds, they may,
                  after consultation with the Borrower, allocate to Eligible
                  Assignees any excess of the proposed amount of such Facilities
                  Increase agreed with the Borrower over the aggregate amounts
                  of the commitments received from existing Lenders.

                           (iii) Each Facilities Increase shall become effective
                  on a date agreed by the Borrower and the Agents (each a
                  "FACILITIES INCREASE DATE"), which shall be in any case on or
                  after the date of satisfaction of the conditions precedent set
                  forth in Section 4.04 (Conditions Precedent to Each Facilities
                  Increase). The Administrative Agent shall notify the Lenders
                  and the Borrower, on or before 1:00 P.M. (New York time) on
                  the day following the Facilities Increase Date of the
                  effectiveness of the Facilities Increase on the Facilities
                  Increase Date and shall record in the Register all applicable
                  additional information in respect of such Facilities Increase.

                           (iv) The Borrower shall deliver to the Administrative
                  Agent a Term Loan Interest Rate Selection Notice no later than
                  12:00 Noon New York time at least one Business Day prior to
                  the applicable Facilities Increase Date (or at least three
                  Business Days prior to the applicable Facilities Increase Date
                  in the case of any Eurodollar Rate Loans), requesting the
                  Borrowing of the applicable Incremental Term Loan. The Term
                  Loan Interest Rate Selection Notice shall specify (i) the
                  proposed funding date of the applicable Incremental Term Loan
                  (which shall be a Business Day), (ii) the amount of the
                  requested Borrowing, and (iii) the Type of Borrowing under the
                  Term Loan Facility so requested.

Each existing Lender (or Affiliate or Approved Fund thereof) or Eligible
Assignee having, in its sole discretion, committed to a Facilities Increase
(each, an "INCREMENTAL TERM LOAN LENDER") shall agree as part of such commitment
that, on the Facilities Increase Date for such Facilities Increase, on the terms
and subject to the conditions set forth in its commitment therefor or otherwise
agreed to as part


                                       48


of such commitment or set forth in this Agreement as amended in connection with
such Facilities Increase, such Lender, Affiliate, Approved Fund or Eligible
Assignee shall make a loan in Dollars to the Borrower in an amount not to exceed
such Lender's commitment to provide such Facilities Increase.

In the event that the existing Lenders (or Affiliate or Approved Fund thereof)
or Eligible Assignee have, in their respective sole discretion, agreed to make
an Incremental Term Loan available to the Borrower, such Incremental Term Loan
will be made available to the Borrower in Dollars on the applicable Facilities
Increase Date in an amount not to exceed such Incremental Term Loan Lender's
Term Loan Commitment therefor in effect on the applicable Facilities Increase
Date. No amount of any Incremental Term Loan borrowed hereunder and then repaid
or prepaid by the Borrower may be reborrowed hereunder.

          2.02 REVOLVING LOANS; FOREIGN CURRENCY LOANS.

                  (a) Subject to the terms and conditions of this Agreement,
         each Revolving Lender severally agrees to make, Convert and Continue
         Revolving Loans in Dollars to and for the Borrower from time to time on
         any Business Day during the period from the Closing Date to the
         Revolving Credit Maturity Date; provided, however, that (i) any
         Borrowing of Revolving Loans made on the Closing Date shall be
         advanced, at the Borrower's election, as Base Rate Loans or Eurodollar
         Rate Loans and (ii) after giving effect to any Revolving Borrowing, (x)
         sum of (I) the aggregate Outstanding Amount of all Revolving Loans,
         Swing Line Loans and L/C Obligations and (II) an amount equal to 105%
         of the aggregate Outstanding Amount of all Foreign Currency Loans shall
         not exceed the Aggregate Revolving Credit Commitments, and (y) the
         aggregate Outstanding Amount of the Revolving Loans of any Revolving
         Lender, plus such Revolving Lender's Pro Rata Revolving Share of an
         amount equal to the aggregate Outstanding Amount of all L/C
         Obligations, plus such Revolving Lender's Pro Rata Revolving Share of
         the aggregate Outstanding Amount of all Swing Line Loans, plus such
         Revolving Lender's Pro Rata Revolving Share of an amount equal to 105%
         of the aggregate Outstanding Amount of all Foreign Currency Loans shall
         not exceed such Revolving Lender's Revolving Credit Commitment. Within
         the limits of each Revolving Lender's Revolving Credit Commitment, and
         subject to the other terms and conditions hereof, the Borrower may
         borrow Revolving Loans under this Section 2.02, prepay Revolving Loans
         under Section 2.06 (Prepayments), and reborrow Revolving Loans under
         this Section 2.02. Revolving Loans may be Base Rate Loans or Eurodollar
         Rate Loans, as further provided herein.

                  (b) Subject to the terms and conditions of this Agreement, the
         Foreign Currency Fronting Lender agrees to make Foreign Currency Loans
         under the Revolving Credit Facility in any Denomination Currency to the
         Borrower from time to time on any Business Day during the period from
         the first Business Day next succeeding the Closing Date to the
         Revolving Credit Maturity Date; provided, that after giving effect to
         the making and use of proceeds thereof, (a) an amount equal to 105% of
         the aggregate Outstanding Amount of Foreign Currency Loans made by the
         Foreign Currency Fronting Lender shall not exceed the Foreign Currency
         Sublimit (notwithstanding the fact that such Foreign Currency Loans,
         when aggregated with the aggregate Outstanding Amount of the Revolving
         Loans and the Foreign Currency Fronting Lender's Pro Rata Revolving
         Share (in its capacity as a Revolving Lender) of L/C Obligations and
         Swing Line Loans may exceed the amount of the Foreign Currency Fronting
         Lender's Revolving Credit Commitment) and (b) the sum of (i) the
         Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
         Obligations, and (ii) an amount equal to 105% of the Outstanding Amount
         of all Foreign Currency Loans shall not exceed the Aggregate Revolving
         Credit Commitments. During the period from the first Business Day after
         the Closing Date to the Revolving Credit Maturity Date, the Borrower
         may use the Foreign Currency Sublimit by borrowing Foreign Currency
         Loans, repaying the Foreign Currency Loans in whole or in part and


                                       49


         reborrowing Foreign Currency Loans, all in accordance with the terms
         and conditions of this Agreement.

          2.03 BORROWINGS, CONVERSIONS AND CONTINUATIONS.

                  (a) (i) Each Revolving Borrowing, the Borrowing under any
         Facilities Increase, each Conversion of Revolving Loans or Segments of
         the Term Loan, and each Continuation of Revolving Loans or Segments of
         the Term Loan shall be made upon the Borrower's irrevocable notice to
         the Administrative Agent, which (other than in the case of any
         Facilities Increase) may be given by telephone. Each such notice must
         be received by the Administrative Agent not later than 12:00 noon, New
         York time, (i) three Business Days prior to the requested date of any
         Borrowing of, Conversion to or Continuation of Eurodollar Rate Loans,
         and (ii) on the requested date of any Borrowing of, or Conversion to,
         Base Rate Loans. Each such telephonic notice must be confirmed promptly
         by delivery to the Administrative Agent of a written Revolving Loan
         Notice or Term Loan Interest Rate Selection Notice, appropriately
         completed and signed by a Responsible Officer (unless such Revolving
         Loan Notice is being delivered by the Swing Line Lender pursuant to
         Section 2.05(c) (Refinancing of Swing Line Loans) or by the
         Administrative Agent on behalf of the L/C Issuer pursuant to Section
         2.04(c)(i) (Drawings and Reimbursements; Funding of Participations));
         provided that the lack of such prompt confirmation shall not affect the
         conclusiveness or binding effect of such telephonic notice. Each
         Borrowing of, Conversion to or Continuation of Eurodollar Rate Loans
         shall be in a principal amount of $5,000,000 or a whole multiple of
         $500,000 in excess thereof. Except as provided in Sections 2.04(c)
         (Drawings and Reimbursements; Funding of Participations) and 2.05(c)
         (Refinancing of Swing Line Loans), each Borrowing of or Conversion to
         Base Rate Loans shall be in a principal amount of $1,000,000 or a whole
         multiple of $100,000 in excess thereof. Each Revolving Loan Notice
         shall be (or if telephonic, shall be confirmed promptly with a writing
         that is) substantially in the form of Exhibit A-1 (Form of Revolving
         Loan Notice) attached hereto, and each Term Loan Interest Rate
         Selection Notice (or if telephonic, shall be confirmed promptly with a
         writing that is) shall be substantially in the form of Exhibit A-2
         (Form of Term Loan Interest Rate Selection Notice) attached hereto. If
         the Borrower fails to specify a Type of Revolving Loan in a Revolving
         Loan Notice or Type of Segment in a Term Loan Interest Rate Selection
         Notice, or if the Borrower fails to give a timely notice requesting a
         Conversion or Continuation, then the applicable Revolving Loans and
         Segments of the Term Loan shall, subject to the last sentence of this
         Section 2.03(a)(i), be made or Continued as, or Converted to, Base Rate
         Loans. Any such automatic Conversion to Base Rate Loans shall be
         effective as of the last day of the Interest Period then in effect. If
         no timely notice of a Conversion or Continuation is provided by the
         Borrower, the Administrative Agent shall notify each applicable Lender
         of the details of any automatic Conversion to Base Rate Loans. If the
         Borrower requests a Borrowing of, Conversion to, or Continuation of
         Eurodollar Rate Loans in any such Revolving Loan Notice or Term Loan
         Interest Rate Selection Notice, but fails to specify an Interest
         Period, it will be deemed to have specified an Interest Period of one
         month.

                           (ii) Each Borrowing of Foreign Currency Loans and
                  each Continuation of Foreign Currency Loans shall be made upon
                  the Borrower's irrevocable notice to the Administrative Agent
                  and the Foreign Currency Fronting Lender, which notice may not
                  be given by telephone. Each such notice must be received by
                  the Administrative Agent and the Foreign Currency Fronting
                  Lender not later than 12:00 noon, New York time, (i) five
                  Business Days prior to the requested date of any Borrowing or
                  Continuation of Eurocurrency Rate Loans denominated in Yen,
                  (ii) four Business Days prior to the requested date of any
                  Borrowing or Continuation of Eurocurrency Rate Loans
                  denominated in Euros, (iii) three Business Days prior to the
                  requested date of any Borrowing or Continuation of
                  Eurocurrency Rate Loans denominated in Canadian Dollars and
                  (iv) in the case of any other Denomination Currency, a number
                  of Business Days to be agreed by the Borrower, the Foreign
                  Currency Fronting Lender and the Administrative Agent.


                                       50


                  Each Borrowing of or Continuation of Eurocurrency Rate Loans
                  in any Denomination Currency shall be in a principal amount
                  that is not less than the Minimum Currency Borrowing Amount
                  applicable to such Denomination Currency. Each Foreign
                  Currency Loan Notice shall be substantially in the form of
                  Exhibit A-3 (Form of Foreign Currency Loan Notice) attached
                  hereto. If the Borrower fails to provide a timely notice of
                  Continuation, then the applicable Foreign Currency Loans,
                  subject to the last sentence of this Section 2.03(a)(ii), will
                  be made or Continued as Eurocurrency Rate Loans having an
                  Interest Period of one month, effective, in the case of any
                  Continuation, as of the last day of the Interest Period then
                  in effect. If the Borrower requests a Borrowing of, or
                  Continuation of Eurocurrency Rate Loans in any such Foreign
                  Currency Loan Notice, but fails to specify an Interest Period,
                  it will be deemed to have specified an Interest Period of one
                  month.

                  (b) (i) Following receipt of a Revolving Loan Notice, the
         Administrative Agent shall promptly notify each Revolving Lender of its
         Pro Rata Revolving Share of the applicable Revolving Loans. Each
         Revolving Lender shall make the amount of its Revolving Loan available
         to the Administrative Agent in Same Day Funds in Dollars at the
         Administrative Agent's Office not later than (x) 2:00 p.m., New York
         time, on the date of a Revolving Borrowing for the account of the L/C
         Issuer pursuant to Section 2.04(c)(ii) (Drawings and Reimbursements;
         Funding of Participations), or (y) 3:00 p.m., New York time, in all
         other cases, on the Business Day specified in the applicable Revolving
         Loan Notice. Upon satisfaction of the applicable conditions set forth
         in Section 4.02 (Conditions Precedent to Each Credit Extension) (and,
         if such Borrowing is the initial Credit Extension, Section 4.01
         (Conditions Precedent to Initial Credit Extensions)), the
         Administrative Agent shall make all funds so received available to the
         Borrower in like funds as received by the Administrative Agent by wire
         transfer of such funds in accordance with instructions provided to (and
         reasonably acceptable to) the Administrative Agent by the Borrower.

                           (ii) Following receipt of a Foreign Currency Loan
                  Notice, the Foreign Currency Fronting Lender shall notify the
                  Administrative Agent thereof and shall notify each Revolving
                  Lender of the amount (expressed in the Denomination Currency
                  and the Dollar Equivalent thereof) of its participation
                  therein (which amount shall be determined based on such
                  Revolving Lender's Pro Rata Revolving Share). Upon
                  satisfaction of the applicable conditions set forth in Section
                  4.02 (Conditions Precedent to Each Credit Extension), the
                  Foreign Currency Fronting Lender shall make the applicable
                  Foreign Currency Loan to the Borrower in the applicable
                  Denomination Currency by wire transfer of such funds in
                  accordance with instructions provided to (and reasonably
                  acceptable to) the Foreign Currency Fronting Lender by the
                  Borrower.

                  (c) Except as otherwise provided herein, a Eurodollar Rate
         Loan or a Eurocurrency Rate Loan may be Continued or Converted only on
         the last day of the Interest Period for such Loan. During the existence
         of a Default or Event of Default, (i) no Revolving Loan or Foreign
         Currency Loan may be requested as, Converted into or Continued as a
         Eurodollar Rate Loan or Eurocurrency Rate Loan, as applicable, without
         the consent of the Required Revolving Lenders and, in the case of any
         Foreign Currency Loans, the Agents and the Foreign Currency Fronting
         Lender and (ii) no Segment of the Term Loan may be Converted into or
         Continued as a Eurodollar Rate Segment without the consent of the
         Required Term Loan Lenders.

                  (d) The Administrative Agent or the Foreign Currency Fronting
         Lender, as the case may be, shall promptly notify the Borrower and the
         applicable Lenders of the interest rate applicable to any Eurodollar
         Rate Loan or any Eurocurrency Rate Loan, as the case may be, upon
         determination of such interest rate. The determination of the
         Eurodollar Rate or the Eurocurrency Rate by the Administrative Agent or
         the Foreign Currency Lender, as the case may be, shall be conclusive in
         the absence of manifest error.

                                       51


                  (e) After giving effect to all Revolving Borrowings, all
         Conversions of Revolving Loans from one Type to the other, and all
         Continuations of Revolving Loans as the same Type, there shall not be
         more than five Interest Periods in effect with respect to Revolving
         Loans.

                  (f) After giving effect to all Foreign Currency Borrowings and
         all Continuations of Foreign Currency Loans, there shall not be more
         than five Interest Periods in effect with respect to Foreign Currency
         Loans.

                  (g) After giving effect to the Borrowing under the Term Loan
         Facility, all Conversions of Segments of the Term Loan from one Type to
         the other, and all Continuations of Segments of the Term Loan as the
         same Type, there shall not be more than eight Interest Periods in
         effect with respect to Segments of the Term Loan.

          2.04 LETTERS OF CREDIT.

                  (a) The Letter of Credit Commitment.

                           (i) Subject to the terms and conditions set forth
                  herein, (A) each L/C Issuer agrees, in reliance upon the
                  agreements of the other Revolving Lenders set forth in this
                  Section 2.04, (1) from time to time on any Business Day during
                  the period from the Closing Date until the Letter of Credit
                  Expiration Date, to issue Letters of Credit in Dollars for the
                  account of the Borrower, and to renew Letters of Credit
                  previously issued by it, in accordance with clause (b) below,
                  and (2) to honor drafts under the Letters of Credit previously
                  issued by it; and (B) the Revolving Lenders severally agree to
                  risk participate in Letters of Credit issued for the account
                  of the Borrower; provided that no L/C Issuer shall be
                  obligated to make any L/C Credit Extension with respect to any
                  Letter of Credit, and no Revolving Lender shall be obligated
                  to risk participate in, any Letter of Credit if as of the date
                  of such proposed L/C Credit Extension, after giving effect to
                  such L/C Extension, (x) the sum of (i) the aggregate
                  Outstanding Amount of all Revolving Loans, Swing Line Loans
                  and L/C Obligations and (ii) an amount equal to 105% of the
                  Outstanding Amount of all Foreign Currency Loans, would exceed
                  the Aggregate Revolving Credit Commitments, (y) the aggregate
                  Outstanding Amount of the Revolving Loans of any Revolving
                  Lender, plus such Revolving Lender's Pro Rata Revolving Share
                  of the Outstanding Amount of all L/C Obligations, plus such
                  Revolving Lender's Pro Rata Revolving Share of the Outstanding
                  Amount of all Swing Line Loans, plus such Revolving Lender's
                  Pro Rata Revolving Share of an amount equal to 105% of the
                  Outstanding Amount of all Foreign Currency Loans would exceed
                  such Revolving Lender's Revolving Credit Commitment, or (z)
                  the Outstanding Amount of the L/C Obligations would exceed the
                  Letter of Credit Sublimit. Within the foregoing limits, and
                  subject to the terms and conditions hereof, the Borrower's
                  ability to obtain Letters of Credit shall be fully revolving,
                  and accordingly the Borrower may, from the Closing Date until
                  the Letter of Credit Expiration Date, obtain Letters of Credit
                  to replace Letters of Credit that have expired or that have
                  been drawn upon and reimbursed.

                           (ii) No L/C Issuer shall be under any obligation to
                  issue any Letter of Credit if:

                                    (A) any order, judgment or decree of any
                           Governmental Authority or arbitrator shall by its
                           terms purport to enjoin or restrain such L/C Issuer
                           from issuing such Letter of Credit, or any Law
                           applicable to such L/C Issuer or any request or
                           directive (whether or not having the force of law)
                           from any Governmental Authority with jurisdiction
                           over such L/C Issuer shall prohibit, or request that
                           such L/C Issuer refrain from, the issuance of letters
                           of credit generally or such Letter of Credit in
                           particular or shall impose upon such L/C Issuer with
                           respect to such Letter of Credit any restriction,


                                       52


                           reserve or capital requirement (for which such L/C
                           Issuer is not otherwise compensated hereunder) not in
                           effect on the Closing Date, or shall impose upon such
                           L/C Issuer any unreimbursed loss, cost or expense
                           which was not applicable on the Closing Date and
                           which such L/C Issuer in good faith deems material to
                           it;

                                    (B) subject to Section 2.04(b)(iii)
                           (Procedures for Issuance and Amendment of Letters of
                           Credit; Auto-Renewal Letters of Credit), the expiry
                           date of such requested Letter of Credit would occur
                           more than twelve months after the date of issuance or
                           last renewal, unless the Required Revolving Lenders
                           have approved such expiry date;

                                    (C) the expiry date of such requested Letter
                           of Credit would occur after the Letter of Credit
                           Expiration Date, unless all the Revolving Lenders
                           have approved such expiry date; or

                                    (D) the issuance of such Letter of Credit
                           would violate one or more policies of such L/C
                           Issuer.

                           (iii) No L/C Issuer shall be under any obligation to
                  amend any Letter of Credit if (A) such L/C Issuer would have
                  no obligation at such time to issue such Letter of Credit in
                  its amended form under the terms hereof, or (B) the
                  beneficiary of such Letter of Credit does not accept the
                  proposed amendment to such Letter of Credit.

                           (iv) Notwithstanding anything in this Agreement to
                  the contrary, (A) no L/C Issuer shall be required to issue,
                  amend, extend or renew any Letter of Credit issued by it if,
                  after giving effect to such issuance, amendment, extension or
                  renewal, the aggregate face amount of all Letters of Credit
                  issued by such L/C Issuer would exceed $75,000,000 and (B) in
                  no event shall CIBC or any of its Affiliates, in their
                  respective capacities as L/C Issuers, be required to issue
                  commercial Letters of Credit under this Agreement.

                  (b) Procedures for Issuance and Amendment of Letters of
         Credit; Auto-Renewal Letters of Credit.

                           (i) Each Letter of Credit shall be issued or amended,
                  as the case may be, upon the request of the Borrower delivered
                  to the applicable L/C Issuer (with a copy to the
                  Administrative Agent) in the form of a Letter of Credit
                  Application, appropriately completed and signed by a
                  Responsible Officer of the Borrower (or if the applicable L/C
                  Issuer has agreed to electronic delivery of Letter of Credit
                  Applications, with electronic signature delivered pursuant to
                  a secured system acceptable to the L/C Issuer). Such Letter of
                  Credit Application must be received by the applicable L/C
                  Issuer and the Administrative Agent not later than 1:00 p.m.,
                  New York time, at least two Business Days (or such later time
                  on such date as such L/C Issuer may agree in a particular
                  instance in its sole discretion) prior to the proposed
                  issuance date or date of amendment, as the case may be. In the
                  case of a request for an initial issuance of a Letter of
                  Credit, such Letter of Credit Application shall specify in
                  form and detail satisfactory to the applicable L/C Issuer: (A)
                  the proposed issuance date of the requested Letter of Credit
                  (which shall be a Business Day); (B) the amount thereof; (C)
                  the expiry date thereof; (D) the name and address of the
                  beneficiary thereof; (E) the documents to be presented by such
                  beneficiary in case of any drawing thereunder; (F) the full
                  text of any certificate to be presented by such beneficiary in
                  case of any drawing thereunder; and (G) such other matters as
                  the applicable L/C Issuer may reasonably require. In the case
                  of a request for an amendment of any outstanding Letter of
                  Credit, such Letter of Credit Application shall specify in
                  form and detail satisfactory to the applicable L/C Issuer (A)
                  the Letter of Credit to be amended; (B) the proposed date of


                                       53


                  amendment thereof (which shall be a Business Day); (C) the
                  nature of the proposed amendment; and (D) such other matters
                  as such L/C Issuer may reasonably require.

                           (ii) Promptly after receipt of any Letter of Credit
                  Application, the applicable L/C Issuer will confirm with the
                  Administrative Agent (by telephone, internet, electronic
                  system or in writing) that the Administrative Agent has
                  received a copy of such Letter of Credit Application from the
                  Borrower and, if not, such L/C Issuer will provide the
                  Administrative Agent (by internet, electronic system or in
                  writing) with a copy thereof. Upon receipt by the applicable
                  L/C Issuer of confirmation from the Administrative Agent that
                  the requested issuance or amendment is permitted under Section
                  2.04(a)(i) (The Letter of Credit Commitment) in terms of any
                  additional L/C Obligations created thereby, then, subject to
                  the terms and conditions hereof, such L/C Issuer shall, on the
                  requested date, issue a Letter of Credit for the account of
                  the Borrower or enter into the applicable amendment, as the
                  case may be, in each case in accordance with such L/C Issuer's
                  usual and customary business practices. Immediately upon the
                  issuance of each Letter of Credit, each Revolving Lender shall
                  be deemed to, and hereby irrevocably and unconditionally
                  agrees to, purchase from the applicable L/C Issuer a risk
                  participation in such Letter of Credit in an amount equal to
                  the product of such Revolving Lender's Pro Rata Revolving
                  Share times the amount of such Letter of Credit.

                           (iii) If the Borrower so requests in any applicable
                  Letter of Credit Application, the applicable L/C Issuer may,
                  in its sole and absolute discretion, agree to issue a Letter
                  of Credit that has automatic renewal provisions (each, an
                  "AUTO-RENEWAL LETTER OF CREDIT"); provided that any such
                  Auto-Renewal Letter of Credit must permit the applicable L/C
                  Issuer to prevent any such renewal at least once in each
                  twelve-month period (commencing with the date of issuance of
                  such Letter of Credit) by giving prior notice to the
                  beneficiary thereof not later than a day (the "NONRENEWAL
                  NOTICE DATE") in each such twelve-month period to be agreed
                  upon at the time such Letter of Credit is issued. Unless
                  otherwise directed by the applicable L/C Issuer, the Borrower
                  shall not be required to make a specific request to such L/C
                  Issuer for any such renewal. Once an Auto-Renewal Letter of
                  Credit has been issued, the Revolving Lenders shall be deemed
                  to have authorized (but may not require) the applicable L/C
                  Issuer to permit the renewal of such Letter of Credit at any
                  time to an expiry date not later than the Letter of Credit
                  Expiration Date; provided, however, that such L/C Issuer shall
                  not permit any such renewal if (A) such L/C Issuer would have
                  no obligation at such time to issue such Letter of Credit in
                  its renewed form under the terms hereof, or (B) it has
                  received notice (which may be by telephone or in writing) on
                  or before the day that is two Business Days before the
                  Nonrenewal Notice Date from the Administrative Agent, any
                  Revolving Lender or the Borrower that one or more of the
                  applicable conditions specified in Section 4.02 (Conditions
                  Precedent to Each Credit Extension) is not then satisfied.
                  Notwithstanding anything to the contrary contained herein, the
                  applicable L/C Issuer shall have no obligation to permit the
                  renewal of any Auto-Renewal Letter of Credit at any time, and
                  in no event shall the expiry date of any Auto-Renewal Letter
                  of Credit after any renewal as described herein occur after
                  the Letter of Credit Expiration Date, unless all the Revolving
                  Lenders have approved such expiry date.

                           (iv) Promptly after its delivery of any Letter of
                  Credit or any amendment to a Letter of Credit to an advising
                  bank with respect thereto or to the beneficiary thereof, the
                  applicable L/C Issuer will also deliver to the Borrower and
                  the Administrative Agent a true and complete copy of such
                  Letter of Credit or amendment.

         (c) Drawings and Reimbursements; Funding of Participations.

                                       54


                  (i) Upon any drawing under any Letter of Credit, the
         applicable L/C Issuer shall notify the Borrower and the Administrative
         Agent thereof. Not later than 11:00 a.m., New York time, on the date of
         any payment by an L/C Issuer under a Letter of Credit (each such date,
         an "HONOR DATE"), the Borrower shall reimburse such L/C Issuer in an
         amount equal to the amount of such drawing in Dollars in Same Day
         Funds. If the Borrower fails to so reimburse such L/C Issuer by such
         time, such L/C Issuer shall promptly notify the Administrative Agent
         and, promptly upon receipt of such notice from such L/C Issuer, the
         Administrative Agent shall notify each Revolving Lender of the Honor
         Date, the amount of the then unpaid Reimbursement Obligation (the
         "UNREIMBURSED AMOUNT"), such Revolving Lender's Pro Rata Revolving
         Share thereof and, in accordance with the following sentence and
         Section 2.04(c)(ii) (Drawings and Reimbursements; Funding of
         Participations), whether a Swing Line Borrowing or a Revolving
         Borrowing will be made to repay the Unreimbursed Amount or whether,
         pursuant to Section 2.04(c)(iii) (Drawings and Reimbursements; Funding
         of Participations), an L/C Borrowing in the amount of the Unreimbursed
         Amount shall be deemed incurred by the Borrower and that each Revolving
         Lender shall participate in such L/C Borrowing in accordance with its
         Pro Rata Revolving Share. In such event, the Borrower shall be deemed
         to have requested a Swing Line Borrowing, without regard to the minimum
         and multiples and times of day for notice specified in Section 2.05
         (Swing Line Loans), or, if the Unreimbursed Amount is greater than the
         amount available for Swing Line Borrowings under the Swing Line
         Sublimit, a Revolving Borrowing, without regard to the minimum and
         multiples and times of day for notice specified in Section 2.03, to be
         disbursed on the Honor Date in an amount equal to the Unreimbursed
         Amount, but subject, in each case, to the amount of the unutilized
         portion of the Aggregate Revolving Credit Commitments, and the
         conditions set forth in Section 4.02 (Conditions Precedent to Each
         Credit Extension) (other than the delivery of a Revolving Loan Notice).
         Any notice given by an L/C Issuer or the Administrative Agent pursuant
         to this Section 2.04(c)(i) shall constitute a notice under Section
         2.05(b)(Borrowing Procedures) or a Revolving Loan Notice, respectively,
         and may be given by telephone if promptly confirmed in writing;
         provided that the lack of such prompt confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (ii) The Swing Line Lender, if a Swing Line Borrowing can be
         made as determined by the Administrative Agent pursuant to Section 2.05
         (Swing Line Loans), shall make funds available to the Administrative
         Agent for the account of the applicable L/C Issuer at the
         Administrative Agent's Office in an amount equal to the Unreimbursed
         Amount, not later than 3:00 p.m., New York time, on the Business Day
         specified in such notice by the Administrative Agent. In the event the
         Administrative Agent determines that a Swing Line Borrowing is not so
         available and, in the alternative, pursuant to Section 2.04(c)(i)
         (Drawings and Reimbursements; Funding of Participations), a Revolving
         Borrowing or an L/C Borrowing is to be made, each Revolving Lender
         (including the Revolving Lender acting as the L/C Issuer with respect
         to such Letter of Credit) shall upon receipt of any notice from the
         Administrative Agent pursuant to Section 2.04(c)(i) (Drawings and
         Reimbursements; Funding of Participations) make funds in Dollars
         available to the Administrative Agent for the account of the applicable
         L/C Issuer at the Administrative Agent's Office in the amount equal to
         its Pro Rata Revolving Share of the Unreimbursed Amount not later than
         3:00 p.m., New York time, on the Business Day specified in such notice
         by the Administrative Agent, whereupon, subject to the provisions of
         Section 2.04(c)(iii) (Drawings and Reimbursements; Funding of
         Participations), each Revolving Lender that so makes funds available
         shall be deemed to have made a Base Rate Loan to the Borrower in such
         amount. The Administrative Agent shall remit the funds so received from
         either the Swing Line Lender or the Revolving Lenders, as applicable,
         to the applicable L/C Issuer.

                                       55


                  (iii) With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing because the conditions set forth in
         Section 4.02 (Conditions Precedent to Each Credit Extension) cannot be
         satisfied or for any other reason, the Borrower shall be deemed to have
         incurred from the applicable L/C Issuer an L/C Borrowing in the amount
         of the Unreimbursed Amount that is not so refinanced by a Borrowing,
         which L/C Borrowing shall be due and payable on demand (together with
         accrued interest thereon) and shall bear interest at the Default Rate.
         In such event, each Revolving Lender's payment to the Administrative
         Agent for the account of the applicable L/C Issuer pursuant to Section
         2.04(c)(ii) (Drawings and Reimbursements; Funding of Participations)
         shall be deemed payment in respect of its risk participation in such
         L/C Borrowing and shall constitute an L/C Advance from such Revolving
         Lender in satisfaction of its risk participation obligation in such L/C
         Borrowing under this Section 2.04.

                  (iv) Until each Revolving Lender funds its Revolving Loan or
         L/C Advance pursuant to Section 2.04(c)(ii) (Drawings and
         Reimbursements; Funding of Participations) to reimburse the applicable
         L/C Issuer for any Unreimbursed Amount drawn under any Letter of Credit
         or to fund its participation therein, as the case may be, interest in
         respect of such Revolving Lender's Pro Rata Revolving Share of such
         amount shall be solely for the account of such L/C Issuer.

                  (v) Each Revolving Lender's obligation to make Revolving Loans
         or L/C Advances to reimburse the applicable L/C Issuer for amounts
         drawn under Letters of Credit, as contemplated by this Section 2.04(c),
         shall be absolute and unconditional and shall not be affected by any
         circumstance, including (A) any setoff, counterclaim, recoupment,
         defense or other right which such Revolving Lender may have against
         such L/C Issuer, the Borrower or any other Person for any reason
         whatsoever; (B) the occurrence or continuance of a Default or Event of
         Default, (C) the issuance of the applicable Letter of Credit at the
         request of a Guarantor as agent for the Borrower pursuant to Section
         2.04(n) (Requests for Issuances of Letters of Credit by Guarantors) or
         (D) any other occurrence, event or condition, whether or not similar to
         any of the foregoing; provided, however, that each Revolving Lender's
         obligation to make Revolving Loans, and the Swing Line Lender's
         obligation to make Swing Line Loans, pursuant to this Section 2.04(c)
         is subject to the conditions set forth in Section 4.02 (Conditions
         Precedent to Each Credit Extension) (other than the delivery of a
         Revolving Loan Notice or Swing Line Loan Notice). Any such
         reimbursement with the proceeds of Revolving Loans or L/C Advances
         shall not relieve or otherwise impair the obligation of the Borrower to
         reimburse the applicable L/C Issuer for the amount of any payment made
         by such L/C Issuer under any Letter of Credit, together with interest
         as provided herein.

                  (vi) If any Revolving Lender fails to make available to the
         Administrative Agent for the account of an L/C Issuer any amount
         required to be paid by such Revolving Lender pursuant to the foregoing
         provisions of this Section 2.04(c) by the time specified in Section
         2.04(c)(ii), the applicable L/C Issuer shall be entitled to recover
         from such Revolving Lender (acting through the Administrative Agent),
         on demand, such amount with interest thereon for the period from the
         date such payment is required to the date on which such payment is
         immediately available to such L/C Issuer at a rate per annum equal to
         the applicable Federal Funds Rate for three Business Days and
         thereafter at a rate per annum equal to the Default Rate. A certificate
         of the applicable L/C Issuer submitted to any Revolving Lender (through
         the Administrative Agent) with respect to any amounts owing under this
         Section 2.04(c) shall be conclusive absent manifest error.

                  (d) Repayment of Participations.

                           (i) At any time after an L/C Issuer has made a
                  payment under any Letter of Credit and has received from any
                  Revolving Lender such Revolving Lender's L/C Advance in
                  respect of


                                       56


                  such payment in accordance with Section 2.04(c) (Drawings and
                  Reimbursements; Funding of Participations), if the
                  Administrative Agent receives for the account of such L/C
                  Issuer any payment in respect of the related Unreimbursed
                  Amount or interest thereon (whether directly from the Borrower
                  or otherwise, including proceeds of cash collateral applied
                  thereto by the Administrative Agent), or any payment of
                  interest thereon, the Administrative Agent will distribute to
                  such Revolving Lender the amount of its Pro Rata Revolving
                  Share thereof (appropriately adjusted, in the case of interest
                  payments, to reflect the period of time during which such
                  Lender's L/C Advance was outstanding) in the same funds as
                  those received by the Administrative Agent.

                           (ii) If any payment received by the Administrative
                  Agent for the account of an L/C Issuer in respect of any
                  drawing on any Letter of Credit is required to be returned
                  (including pursuant to any settlement entered into by the
                  Administrative Agent or such L/C Issuer in its discretion),
                  each Revolving Lender shall pay to the Administrative Agent
                  for the account of the applicable L/C Issuer its Pro Rata
                  Revolving Share of such amount on demand of the Administrative
                  Agent, plus interest thereon from the date of such demand to
                  the date such amount is returned by such Revolving Lender, at
                  a rate per annum equal to the applicable Federal Funds Rate
                  from time to time in effect, and such payment by each
                  Revolving Lender shall be deemed to be its L/C Advance in such
                  amount pursuant to Section 2.04(c)(iii) (Drawings and
                  Reimbursements; Funding of Participations).

                  (e) Obligations Absolute. The obligation of the Borrower to
         reimburse each L/C Issuer for each drawing under each Letter of Credit,
         and to repay each L/C Borrowing, shall be absolute, unconditional and
         irrevocable, and shall be paid strictly in accordance with the terms of
         this Agreement under all circumstances, including the following:

                           (i) any lack of validity or enforceability of such
                  Letter of Credit, this Agreement, or any other agreement or
                  instrument relating thereto;

                           (ii) the existence of any claim, counterclaim,
                  setoff, defense or other right that the Borrower may have at
                  any time against any beneficiary or any transferee of such
                  Letter of Credit (or any Person for whom any such beneficiary
                  or any such transferee may be acting), the applicable L/C
                  Issuer or any other Person, whether in connection with this
                  Agreement, the transactions contemplated hereby or by such
                  Letter of Credit or any agreement or instrument relating
                  thereto, or any unrelated transaction;

                           (iii) any draft, demand, certificate or other
                  document presented under such Letter of Credit proving to be
                  forged, fraudulent, invalid or insufficient in any respect or
                  any statement therein being untrue or inaccurate in any
                  respect; or any loss or delay in the transmission or otherwise
                  of any document required in order to make a drawing under such
                  Letter of Credit;

                           (iv) any payment by the applicable L/C Issuer under
                  such Letter of Credit against presentation of a draft or
                  certificate that does not strictly comply with the terms of
                  such Letter of Credit; or any payment made by the applicable
                  L/C Issuer under such Letter of Credit to any Person
                  purporting to be a trustee in bankruptcy,
                  debtor-in-possession, assignee for the benefit of creditors,
                  liquidator, receiver or other representative of or successor
                  to any beneficiary or any transferee of such Letter of Credit,
                  including any arising in connection with any proceeding under
                  any Debtor Relief Law; or

                                       57


                           (v) any other circumstance or happening whatsoever,
                  whether or not similar to any of the foregoing, including any
                  other circumstance that might otherwise constitute a defense
                  available to, or a discharge of, the Borrower.

                           The Borrower shall promptly examine a copy of each
                  Letter of Credit and each amendment thereto that is delivered
                  to it and, in the event of any claim of noncompliance with the
                  Borrower's instructions or other irregularity, the Borrower
                  will immediately notify the applicable L/C Issuer. The
                  Borrower shall be conclusively deemed to have waived any such
                  claim against an L/C Issuer and its correspondents unless such
                  notice is given as aforesaid.

                  (f) Role of L/C Issuer. Each Lender and the Borrower agree
         that, in paying any drawing under a Letter of Credit, no L/C Issuer
         shall have any responsibility to obtain any document (other than any
         sight draft, certificates and documents expressly required by the
         Letter of Credit) or to ascertain or inquire as to the validity or
         accuracy of any such document or the authority of the Person executing
         or delivering any such document. Neither any L/C Issuer, any
         Agent-Related Person nor any of the respective correspondents,
         participants or assignees of any L/C Issuer shall be liable to any
         Lender for (i) any action taken or omitted in connection herewith at
         the request or with the approval of the Lenders, Revolving Lenders,
         Required Revolving Lenders or the Required Lenders, as applicable; (ii)
         any action taken or omitted in the absence of gross negligence or
         willful misconduct; or (iii) the due execution, effectiveness, validity
         or enforceability of any document or instrument related to any Letter
         of Credit or Letter of Credit Application. The Borrower hereby assumes
         all risks of the acts or omissions of any beneficiary or transferee
         with respect to its use of any Letter of Credit; provided, however,
         that this assumption is not intended to, and shall not, preclude the
         Borrower's pursuing such rights and remedies as it may have against the
         beneficiary or transferee at law or under any other agreement. Neither
         any L/C Issuer, any Agent-Related Person, nor any of the respective
         correspondents, participants or assignees of any L/C Issuer, shall be
         liable or responsible for any of the matters described in clauses (i)
         through (v) of Section 2.04(e) (Obligations Absolute); provided,
         however, that anything in such clauses (i) through (v) to the contrary
         notwithstanding, the Borrower may have a claim against an L/C Issuer,
         and such L/C Issuer may be liable to the Borrower, to the extent, but
         only to the extent, of any direct, as opposed to consequential,
         special, punitive or exemplary, damages suffered by the Borrower which
         the Borrower proves were caused by such L/C Issuer's willful misconduct
         or gross negligence or such L/C Issuer's willful failure to pay under
         any Letter of Credit after the presentation to it by the beneficiary of
         a sight draft and certificate(s) strictly complying with the terms and
         conditions of a Letter of Credit. In furtherance and not in limitation
         of the foregoing, any L/C Issuer may accept documents that appear on
         their face to be in order, without responsibility for further
         investigation, regardless of any notice or information to the contrary,
         and no L/C Issuer shall be responsible for the validity or sufficiency
         of any instrument transferring or assigning or purporting to transfer
         or assign a Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, which may prove to be invalid or
         ineffective for any reason.

                  (g) Cash Collateral. (i) Upon the request of the
         Administrative Agent, if an L/C Issuer has honored any full or partial
         drawing request under any Letter of Credit and such drawing has
         resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
         Expiration Date or the Revolving Credit Maturity Date, any Letter of
         Credit may for any reason remain outstanding and partially or wholly
         undrawn, the Borrower shall immediately Cash Collateralize the
         Outstanding Amount of all L/C Obligations plus the Letter of Credit
         fees payable with respect to such Letter of Credit (calculated at the
         Applicable Margin with respect to Revolving Loans that are Eurodollar
         Rate Loans then in effect for the period from the date of such cash
         collateralization until the expiry date of such Letter of Credit). The
         Administrative Agent may, from time to time after such funds are
         deposited in any Cash Collateral Account, apply funds then held in such
         Cash Collateral Account to the payment of any amounts, in accordance
         with Section 2.13(h) (Payments Generally), as shall have become or
         shall become due and


                                       58


         payable by the Borrower to the L/C Issuers or Lenders in respect of the
         L/C Obligations. The Administrative Agent shall promptly give written
         notice of any such application; provided, however, that the failure to
         give such written notice shall not invalidate any such application.

                  (h) Applicability of ISP98 and UCP. Unless otherwise expressly
         agreed by the applicable L/C Issuer and the Borrower when a Letter of
         Credit is issued (including any such agreement applicable to an
         Existing Letter of Credit), (i) the rules of the "International Standby
         Practices 1998" published by the Institute of International Banking Law
         & Practice (or such later version thereof as may be in effect at the
         time of issuance) shall apply to each standby Letter of Credit, and
         (ii) the rules of the Uniform Customs and Practice for Documentary
         Credits, as most recently published by the International Chamber of
         Commerce at the time of issuance shall apply to each commercial Letter
         of Credit.

                  (i) Letter of Credit Fees. The Borrower shall pay to the
         Administrative Agent for the account of each Revolving Lender in
         accordance with its Pro Rata Revolving Share a Letter of Credit fee
         (for each day such Letter of Credit remains in effect) for each Letter
         of Credit equal to the Applicable Margin for Revolving Loans that are
         Eurodollar Rate Loans multiplied by the daily maximum amount available
         to be drawn under such Letter of Credit (each such Letter of Credit fee
         being referred to herein as a "LETTER OF CREDIT FEE"). Such fee for
         each Letter of Credit shall be calculated as of each Quarterly Fee
         Calculation Date, commencing with the first such date to occur after
         the issuance of such Letter of Credit, and on the Letter of Credit
         Expiration Date, and shall be due and payable on the respective
         Quarterly Fee Payment Date for each such Quarterly Fee Calculation Date
         and on the Letter of Credit Expiration Date. If there is any change in
         the Applicable Margin with respect to Revolving Loans that are
         Eurodollar Rate Loans during any quarter, the actual daily amount of
         each Letter of Credit shall be computed and multiplied by the
         Applicable Margin with respect to Revolving Loans that are Eurodollar
         Rate Loans separately for each period during such quarter that such
         Applicable Margin was in effect.

                  (j) Fronting Fee and Documentary and Processing Charges
         Payable to L/C Issuer. The Borrower shall pay directly to the
         applicable L/C Issuer for its own account a fronting fee (for each day
         such Letter of Credit remains in effect) for each Letter of Credit in
         an amount equal to 1/8 of 1% (0.125%) per annum on the daily maximum
         amount available to be drawn thereunder, due and payable quarterly in
         arrears on the last Business Day of each March, June, September and
         December, commencing with the first such date to occur after the
         issuance of such Letter of Credit, and on the Letter of Credit
         Expiration Date. In addition, the Borrower shall pay directly to the
         applicable L/C Issuer for its own account the customary issuance,
         presentation, amendment and other processing fees, and other standard
         costs and charges, of such L/C Issuer relating to letters of credit as
         from time to time in effect. Such fees and charges are due and payable
         on demand and are nonrefundable.

                  (k) Conflict with Letter of Credit Application. In the event
         of any conflict between the terms of this Agreement and the terms of
         any Letter of Credit Application, the terms of this Agreement shall
         control.

                  (l) Letter of Credit Report. On (i) the last Business Day of
         each calendar month, and (ii) each date that an L/C Credit Extension
         occurs with respect to any Letter of Credit of such L/C Issuer, each
         L/C Issuer shall deliver to the Administrative Agent a report in the
         form of Exhibit G (Form of Letter of Credit Report) hereto,
         appropriately completed with the respective information for every
         Letter of Credit of such L/C Issuer (or, if acceptable to the
         applicable L/C Issuer, the electronic equivalent thereof containing
         substantially the same information).

                                       59


                  (m) Existing Letters of Credit. Schedule 2.04(m) (Existing
         Letters of Credit) contains a schedule of certain letters of credit
         issued prior to the Closing Date (the "EXISTING LETTERS OF CREDIT") by
         the issuers specified opposite each such letter of credit for the
         account of the Borrower or the applicable Subsidiary of the Borrower
         (including the AHI Companies) as specified on such Schedule 2.04(m)
         (Existing Letters of Credit). On the Closing Date (i) such Existing
         Letters of Credit, to the extent outstanding, shall be automatically
         and without further action by the parties thereto converted to Letters
         of Credit issued pursuant to this Section 2.04 for the account of the
         Borrower and subject to the provisions hereof, and for this purpose the
         fees specified in this Section 2.04 shall be payable (in substitution
         for any fees set forth in the applicable letter of credit reimbursement
         agreements or applications relating to such Existing Letters of Credit)
         as if such Existing Letters of Credit had been issued on the Closing
         Date, (ii) the face amount of such Existing Letters of Credit shall be
         included in the calculation of L/C Obligations and (iii) all
         liabilities of the Borrower or any of its Subsidiaries, as the case may
         be, with respect to such Existing Letters of Credit shall constitute
         Obligations. No Existing Letters of Credit converted in accordance with
         this clause (m) shall be amended, extended or renewed without the prior
         written consent of the Administrative Agent.

                  (n) Requests for Issuances of Letters of Credit by Guarantors.
         Notwithstanding anything to the contrary in this Section 2.04 (Letters
         of Credit),

                           (i) The Borrower hereby appoints each Guarantor (and
                  confirms to each Agent, each Lender, each L/C Issuer and each
                  other Person party to this Agreement that such Guarantors have
                  been duly appointed) to act as agent for the Borrower for
                  purposes of (A) requesting the issuance of Letters of Credit,
                  (B) executing and delivering Letter of Credit Applications,
                  (C) reimbursing the applicable L/C Issuer for drawings under
                  such Letters of Credit and (D) taking any other action or
                  receiving any communication on behalf of the Borrower in
                  connection with such Letters of Credit.

                           (ii) Each of the Lenders, the L/C Issuers and the
                  Administrative Agent shall be entitled to deal with any
                  Guarantor as agent for the Borrower in connection with Letters
                  of Credit issued at the request of such Guarantor as provided
                  in this Section 2.04 (Letters of Credit) and to rely on any
                  instructions or other communications from each Guarantor as
                  agent for the Borrower with respect to any Letter of Credit
                  issued at the request of such Guarantor. In furtherance of the
                  foregoing, it is expressly understood and agreed by the
                  Borrower that the Administrative Agent, each Lender and each
                  L/C Issuer are authorized and directed to accept, honor and
                  rely on instructions and requests made by such Guarantors in
                  respect of Letters of Credit, subject to the limitations of
                  this Agreement.

                           (iii) None of the Lenders, the L/C Issuers or the
                  Agents shall have any responsibility to the Borrower or any
                  other Loan Party for dealing with any Guarantor as provided in
                  this Section 2.04(n) and the Obligations of the Borrower and
                  each of the other Loan Parties to the Lenders, the L/C Issuers
                  and each of the Agents shall not be affected by any matter
                  relating to acts or omissions of the Guarantors relating to
                  requests for Letters of Credit, the L/C Obligations or
                  otherwise as agent for the Borrower hereunder. Notwithstanding
                  the appointment of the Guarantors as agent for the Borrower
                  hereunder with respect to Letters of Credit, each Agent, each
                  L/C Issuer and the Lenders shall in their sole discretion be
                  entitled to deal directly with the Borrower with respect to
                  any Letter of Credit issued hereunder at the request of any
                  Guarantor for all purposes of the Loan Documents.

                           (iv) The Borrower hereby acknowledges and agrees that
                  (A) all Reimbursement Obligations, all L/C Obligations and any
                  other Obligations in respect of any Letters of Credit shall be
                  Obligations of the Borrower, irrespective of whether the
                  Borrower requested the issuance


                                       60


                  of such Letter of Credit directly or such Letter of Credit was
                  issued at the request of a Guarantor as its agent and such
                  Obligations shall be absolute, unconditional and irrevocable
                  as provided in Section 2.04(e) (Obligations Absolute) and (B)
                  all such Letters of Credit issued at the request of any
                  Guarantor acting as agent for the Borrower shall be deemed to
                  be issued for the account of the Borrower.

         2.05 SWING LINE LOANS.

                  (a) The Swing Line. Subject to the terms and conditions set
         forth herein, the Swing Line Lender agrees to make loans (each such
         loan, a "SWING LINE LOAN") in Dollars, to the Borrower from time to
         time on any Business Day during the period from the Closing Date to the
         Revolving Credit Maturity Date in an aggregate amount not to exceed the
         amount of the Swing Line Sublimit, notwithstanding the fact that such
         Swing Line Loans, when aggregated with the aggregate Outstanding Amount
         of Revolving Loans and the Swing Line Lender's Pro Rata Revolving Share
         (in its capacity as a Revolving Lender) of L/C Obligations and the
         Swing Line Lender's Pro Rata Revolving Share (in its capacity as a
         Revolving Lender) of an amount equal to 105% of the aggregate
         Outstanding Amount of all Foreign Currency Loans may exceed the amount
         of such Swing Line Lender's Revolving Credit Commitment; provided,
         however, that after giving effect to any Swing Line Loan, (i) the
         aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans,
         and L/C Obligations, plus an amount equal to 105% of the aggregate
         Outstanding Amount of all Foreign Currency Loans shall not exceed the
         Aggregate Revolving Credit Commitments, and (ii) the aggregate
         Outstanding Amount of the Revolving Loans of any Revolving Lender other
         than the Swing Line Lender, plus such Revolving Lender's Pro Rata
         Revolving Share of an amount equal to 105% of the Outstanding Amount of
         all L/C Obligations, plus such Revolving Lender's Pro Rata Revolving
         Share of the Outstanding Amount of all Swing Line Loans, plus such
         Revolving Lender's Pro Rata Revolving Share of the Outstanding Amount
         of all Foreign Currency Loans, shall not exceed such Revolving Lender's
         Revolving Credit Commitment. Within the foregoing limits, and subject
         to the other terms and conditions hereof, the Borrower may borrow Swing
         Line Loans under this Section 2.05, prepay Swing Line Loans under
         Section 2.06 (Prepayments), and reborrow Swing Line Loans under this
         Section 2.05. Each Swing Line Loan shall be a Base Rate Loan.
         Immediately upon the making of a Swing Line Loan, each Revolving Lender
         shall be deemed to, and hereby irrevocably and unconditionally agrees
         to, purchase from the Swing Line Lender a risk participation in such
         Swing Line Loan in an amount equal to the product of such Revolving
         Lender's Pro Rata Revolving Share times the amount of the Swing Line
         Loan; provided, however, that such Revolving Lender shall not be
         required to fund such risk participation except as provided in clause
         (c)(iii) below.

                  (b) Borrowing Procedures. Each Swing Line Borrowing shall be
         made upon the Borrower's irrevocable notice to the Swing Line Lender
         and the Administrative Agent, which may be given by telephone. Each
         such notice must be received by the Swing Line Lender and the
         Administrative Agent not later than 2:30 p.m., New York time on the
         requested Borrowing date, and shall specify (i) the amount to be
         borrowed, which shall be a minimum of $300,000 and integral multiples
         of $100,000 in excess thereof, and (ii) the requested Borrowing date,
         which shall be a Business Day. Each such telephonic notice must be
         confirmed promptly by delivery to the Swing Line Lender and the
         Administrative Agent of a written Swing Line Loan Notice, appropriately
         completed and signed by a Responsible Officer. Promptly after receipt
         by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
         Swing Line Lender will confirm with the Administrative Agent (by
         telephone or in writing) that the Administrative Agent has also
         received such Swing Line Loan Notice and, if not, the Swing Line Lender
         will notify the Administrative Agent (by telephone or in writing) of
         the contents thereof. Unless the Swing Line Lender has received notice
         (by telephone or in writing) from the Administrative Agent (including
         at the request of any Revolving Lender) prior to (x) 1:00 p.m., New
         York time, in the case of Swing Line Loans to reimburse an L/C Issuer
         in respect of


                                       61


         drawings under Letters of Credit, or (y) 4:30 p.m., New York time, in
         all other cases, on the date of the proposed Swing Line Borrowing (A)
         directing the Swing Line Lender not to make such Swing Line Loan as a
         result of the limitations set forth in the proviso to the first
         sentence of Section 2.05(a) (The Swing Line), or (B) that one or more
         of the applicable conditions specified in Section 4.02 (Conditions
         Precedent to Each Credit Extension) is not then satisfied, then,
         subject to the terms and conditions hereof, the Swing Line Lender will,
         not later than (x) 3:00 p.m., New York time, in the case of Swing Line
         Loans to reimburse an L/C Issuer in respect of drawings under Letters
         of Credit, or (y) 5:00 p.m., New York time, in all other cases, on the
         Borrowing date specified in such Swing Line Loan Notice, make the
         amount of its Swing Line Loan available to the Borrower by wire
         transfer of such funds, in accordance with instructions provided to
         (and reasonably acceptable to) the Administrative Agent by the
         Borrower.

                  (c) Refinancing of Swing Line Loans.

                           (i) The Swing Line Lender at any time in its sole and
                  absolute discretion may request, on behalf of the Borrower
                  (which hereby irrevocably authorizes the Swing Line Lender to
                  so request on its behalf), that a Revolving Loan be made in an
                  amount equal to the then Outstanding Amount of Swing Line
                  Loans, and such request by the Swing Line Lender shall
                  constitute a Revolving Loan Notice. Such request shall be made
                  in accordance with the requirements of Section 2.03, without
                  regard to the minimum and multiples specified therein for the
                  principal amount of Revolving Loans, but subject to the
                  unutilized portion of the Aggregate Revolving Credit
                  Commitments, and the conditions set forth in Section 4.02
                  (Conditions Precedent to Each Credit Extension). Each
                  Revolving Lender shall make an amount equal to its Pro Rata
                  Revolving Share of the amount specified in such Revolving Loan
                  Notice available to the Administrative Agent in Same Day Funds
                  for the account of the Swing Line Lender at the Administrative
                  Agent's Office not later than 2:00 p.m., New York time, on the
                  Business Day specified in such Revolving Loan Notice,
                  whereupon, subject to Section 2.05(c)(ii) (Refinancing of
                  Swing Line Loans), each Revolving Lender that so makes funds
                  available shall be deemed to have made a Base Rate Loan to the
                  Borrower in such amount. The Administrative Agent shall remit
                  the funds so received from the Revolving Lenders to the Swing
                  Line Lender. The Administrative Agent shall promptly notify
                  the Borrower of the making of a Revolving Loan pursuant to
                  this Section 2.05(c)(i), provided that the lack of such prompt
                  notification shall in no way affect the making, validity or
                  status of such Revolving Loan.

                           (ii) If for any reason any Revolving Borrowing cannot
                  be requested in accordance with Section 2.05(c)(i)
                  (Refinancing of Swing Line Loans) or any Swing Line Loan
                  cannot be refinanced by such a Revolving Borrowing, the
                  Revolving Loan Notice submitted by the Swing Line Lender shall
                  be deemed to be a request by the Swing Line Lender that each
                  of the Revolving Lenders fund its risk participation in the
                  amount of the relevant Swing Line Loan and each Revolving
                  Lender's payment to the Administrative Agent for the account
                  of the Swing Line Lender pursuant to Section 2.05(c)(i)
                  (Refinancing of Swing Line Loans) shall be deemed payment in
                  respect of such risk participation in the amount of such Swing
                  Line Loan.

                           (iii) If any Revolving Lender fails to make available
                  to the Administrative Agent for the account of the Swing Line
                  Lender any amount required to be paid by such Revolving Lender
                  pursuant to the foregoing provisions of this Section 2.05(c)
                  by the time specified in Section 2.05(c)(i) (Refinancing of
                  Swing Line Loans), the Swing Line Lender shall be entitled to
                  recover from such Revolving Lender (acting through the
                  Administrative Agent), on demand, such amount with interest
                  thereon for the period from the date such payment is required
                  to the date on which such payment is immediately available to
                  the Swing Line Lender at a rate per annum equal to the
                  applicable Federal Funds Rate for three Business Days and
                  thereafter at a rate per annum equal to


                                       62


                  the Default Rate. A certificate of the Swing Line Lender
                  submitted to any Revolving Lender (through the Administrative
                  Agent) with respect to any amounts owing under this Section
                  2.05(c) shall be conclusive absent manifest error.

                           (iv) Each Revolving Lender's obligation to make
                  Revolving Loans or to purchase and fund risk participations in
                  Swing Line Loans pursuant to this Section 2.05(c) shall be
                  absolute and unconditional and shall not be affected by any
                  circumstance, including (A) any setoff, counterclaim,
                  recoupment, defense or other right which such Revolving Lender
                  may have against the Swing Line Lender, the Borrower or any
                  other Person for any reason whatsoever, (B) the occurrence or
                  continuance of a Default or Event of Default, or (C) any other
                  occurrence, event or condition, whether or not similar to any
                  of the foregoing; provided, however, that each Revolving
                  Lender's obligation to make Revolving Loans pursuant to this
                  Section 2.05(c) is subject to the conditions set forth in
                  Section 4.02 (Conditions Precedent to Each Credit Extension)
                  (other than the delivery by the Borrower of a Revolving Loan
                  Notice). Any such purchase of risk participations by each
                  Revolving Lender from the Swing Line Lender shall not relieve
                  or otherwise impair the obligation of the Borrower to repay
                  Swing Line Loans, together with interest as provided herein.

                  (d) Repayment of Participations.

                           (i) At any time after any Revolving Lender has
                  purchased and funded a risk participation in a Swing Line
                  Loan, if the Swing Line Lender receives any payment on account
                  of such Swing Line Loan, the Swing Line Lender will distribute
                  in Dollars to such Revolving Lender its Pro Rata Revolving
                  Share of such payment (appropriately adjusted, in the case of
                  interest payments, to reflect the period of time during which
                  such Revolving Lender's risk participation was outstanding and
                  funded).

                           (ii) If any payment received by the Swing Line Lender
                  in respect of principal or interest on any Swing Line Loan is
                  required to be returned by the Swing Line Lender, each
                  Revolving Lender shall pay to the Swing Line Lender in Dollars
                  its Pro Rata Revolving Share of such amount on demand of the
                  Administrative Agent, plus accrued and unpaid interest thereon
                  from the date of such demand to the date such amount is
                  returned (including pursuant to any settlement entered into by
                  the Swing Line Lender in its discretion), at a rate per annum
                  equal to the applicable Federal Funds Rate. The Administrative
                  Agent will make such demand only upon the request of the Swing
                  Line Lender.

                  (e) Interest for Account of Swing Line Lender. The Swing Line
         Lender shall be responsible for invoicing the Borrower for interest on
         the Swing Line Loans. Until each Revolving Lender funds its Revolving
         Loan or risk participation pursuant to this Section 2.05, interest in
         respect of such Revolving Lender's Pro Rata Revolving Share shall be
         solely for the account of the Swing Line Lender.

                  (f) Payments Directly to Swing Line Lender. The Borrower shall
         make all payments of principal and interest in respect of the Swing
         Line Loans directly to the Swing Line Lender.

         2.06 PREPAYMENTS.

                  (a) Optional Prepayments of Revolving Loans and Foreign
         Currency Loans.

                           (i) The Borrower may, upon irrevocable notice to the
                  Administrative Agent, at any time or from time to time
                  voluntarily prepay Revolving Loans in whole or in part without


                                       63


                  premium or penalty; provided that (A) such notice must be
                  received by the Administrative Agent not later than 12:00
                  noon, New York time, (I) one Business Day prior to any date of
                  prepayment of Eurodollar Rate Loans, and (II) on the date of
                  prepayment of Base Rate Loans; (B) any prepayment of
                  Eurodollar Rate Loans shall be in a principal amount of not
                  less than $5,000,000 or a whole multiple of $1,000,000 in
                  excess thereof; and (C) any prepayment of Base Rate Loans
                  shall be in a principal amount of $5,000,000 or a whole
                  multiple of $1,000,000 in excess thereof. Each such notice
                  shall specify the date and amount of such prepayment and the
                  Type(s) of Revolving Loans to be prepaid. A Responsible
                  Officer of the Borrower shall provide the Administrative Agent
                  written confirmation of each such telephonic notice but
                  failure to provide such confirmation shall not affect the
                  validity of such telephonic notice. The Administrative Agent
                  will promptly notify each Revolving Lender of its receipt of
                  each such notice, and of such Revolving Lender's Pro Rata
                  Revolving Share of such prepayment. If such notice is given by
                  the Borrower, the Borrower shall make such prepayment and the
                  payment amount specified in such notice shall be due and
                  payable on the date specified therein. Any prepayment of a
                  Eurodollar Rate Loan shall be accompanied by all accrued and
                  unpaid interest thereon, together with any additional amounts
                  required pursuant to Section 3.05 (Funding Losses). Each such
                  prepayment shall be applied to the Revolving Loans of the
                  Revolving Lenders in accordance with their respective Pro Rata
                  Revolving Shares.

                           (ii) The Borrower may, upon irrevocable notice to the
                  Administrative Agent and the Foreign Currency Fronting Lender,
                  at any time or from time to time voluntarily prepay Foreign
                  Currency Loans in whole or in part without premium or penalty;
                  provided that (A) such notice must be received by the
                  Administrative Agent and the Foreign Currency Fronting Lender
                  not later than 12:00 noon, New York time, (I) five Business
                  Days prior to any date of prepayment of Eurocurrency Rate
                  Loans denominated in Yen, (II) four Business Days prior to any
                  date of prepayment of Eurocurrency Rate Loans denominated in
                  Euros, (III) three Business Days prior to any date of
                  prepayment of Eurocurrency Rate Loans denominated in Canadian
                  Dollars and (IV) in the case of any other Denomination
                  Currency, a number of Business Days prior to any date of
                  prepayment to be agreed by the Borrower, the Foreign Currency
                  Fronting Lender and the Administrative Agent and (B) any
                  prepayment of Eurocurrency Rate Loans shall be in a principal
                  amount in the applicable Denomination Currency that is not
                  less than the Minimum Currency Borrowing Amount for such
                  Denomination Currency or, if less, the amount outstanding
                  thereunder or such other amount as may be agreed to by the
                  Foreign Currency Fronting Lender, the Administrative Agent and
                  the Borrower. Each such notice shall specify the date and
                  amount of such prepayment and the Denomination Currency of
                  each Foreign Currency Loan to be prepaid. In the case of any
                  prepayment of Foreign Currency Loans, each such notice shall
                  be in writing from a Responsible Officer of the Borrower. The
                  Administrative Agent will promptly notify each Revolving
                  Lender of its receipt of each such notice. If such notice is
                  given by the Borrower, the Borrower shall make such prepayment
                  and the payment amount specified in such notice shall be due
                  and payable on the date specified therein. Any prepayment of a
                  Eurocurrency Rate Loan shall be accompanied by all accrued and
                  unpaid interest thereon, together with any additional amounts
                  required pursuant to Section 3.05 (Funding Losses).

                  (b) Optional Prepayment of the Term Loan. In addition to the
         required payments of principal of the Term Loan set forth in Section
         2.08(c) (Repayment of Loans) and any mandatory prepayments of principal
         of the Term Loan effected under clause (e) below, the Borrower may,
         upon irrevocable notice to the Administrative Agent, voluntarily prepay
         the Term Loan in whole or in part from time to time on any Business
         Day, without penalty or premium; provided that (i) such notice must be
         received by the Administrative Agent not later than 12:00 noon, New
         York time, three Business Days prior to any date of prepayment of such
         Loans, (ii) any prepayment of Eurodollar Rate Loans shall be in a
         principal amount of not less than $5,000,000 or a whole multiple of
         $1,000,000 in excess


                                       64


         thereof (or in the entire remaining principal balance of the Term
         Loan), (iii) any prepayment of Base Rate Loans shall be in a principal
         amount of not less than $5,000,000 or a whole multiple of $1,000,000 in
         excess thereof (or in the entire remaining principal balance of the
         Term Loan), and (iv) any partial prepayment will be applied to reduce
         ratably the remaining installments of the outstanding principal amount
         of the Term Loan. Each such notice shall specify the date and amount of
         such prepayment and the Type(s) of Segment to be prepaid. A Responsible
         Officer of the Borrower shall provide the Administrative Agent written
         confirmation of each such telephonic notice but failure to provide such
         confirmation shall not affect the validity of such telephonic notice.
         The Administrative Agent will promptly notify each applicable Lender of
         its receipt of each such notice, and such Lender's Pro Rata Term Share
         of such prepayment (calculated in accordance with the first sentence of
         this clause (b)). If such notice is given by the Borrower, the Borrower
         shall make such prepayment and the payment amount specified in such
         notice shall be due and payable on the date specified therein. Any
         prepayment of a Eurodollar Rate Loan shall be accompanied by all
         accrued and unpaid interest thereon, together with any additional
         amounts required pursuant to Section 3.05 (Funding Losses). All
         prepayments of principal under this Section 2.06(b) shall be applied to
         installments of principal of the Term Loan on a pro rata basis.

                  (c) Optional Prepayment of Swing Line Loans. The Borrower may,
         upon irrevocable notice to the Swing Line Lender (with a copy to the
         Administrative Agent), at any time or from time to time, voluntarily
         prepay Swing Line Loans in whole or in part without premium or penalty;
         provided that (i) such notice must be received by the Swing Line Lender
         and the Administrative Agent not later than 2:30 p.m., New York time,
         on the date of the prepayment, and (ii) any such prepayment shall be in
         a minimum principal amount of $100,000 or a whole multiple of $25,000
         in excess thereof. Each such notice shall specify the date and amount
         of such prepayment. If such notice is given by the Borrower, the
         Borrower shall make such prepayment and the payment amount specified in
         such notice shall be due and payable on the date specified therein.

                  (d) Prepayments If Outstandings Exceed Commitments.

                           (i) If for any reason the sum of (i) the Outstanding
                  Amount of all Revolving Loans, Swing Line Loans and L/C
                  Obligations and (ii) the Outstanding Amount of all Foreign
                  Currency Loans at any time exceeds the Aggregate Revolving
                  Credit Commitments then in effect, the Borrower, upon notice
                  thereof from the Administrative Agent, shall prepay, within
                  five Business Days' of such notice, Revolving Loans and/or
                  Swing Line Loans and/or Foreign Currency Loans, and/or Cash
                  Collateralize the L/C Obligations as it shall select, in an
                  aggregate amount equal to such excess.

                           (ii) If for any reason the Outstanding Amount of all
                  Foreign Currency Loans exceeds the Foreign Currency Sublimit,
                  the Borrower shall, within five Business Days, repay the
                  Foreign Currency Loans to the Foreign Currency Fronting Lender
                  in an aggregate amount equal to such excess.

                  (e) Mandatory Prepayments. In addition to the required
         payments of principal of the Term Loan set forth in Section 2.08(c)
         (Repayment of Loans) and any optional payments of principal of the Term
         Loan and the Revolving Loans and Foreign Currency Loans effected under
         clauses (a) and (b) above, the Borrower shall make the following
         required prepayments of the Loans, each such payment to be made to the
         Administrative Agent for the benefit of the Lenders within the time
         period specified below.

                           (i) The Borrower shall prepay the Loans within 100
                  days after the last day of each fiscal year of the Borrower,
                  in an amount equal to fifty percent (50%) of the amount of
                  Excess


                                       65


                  Cash Flow for such fiscal year or if earlier, the date that is
                  ten days after the date on which the Borrower shall have
                  delivered its annual financial statements pursuant to Section
                  6.01(a) (Financial Statements) for such fiscal year), which
                  payment shall be accompanied by a certificate of a Responsible
                  Officer of the Borrower (which may be incorporated within the
                  Compliance Certificate otherwise required to be delivered
                  under Section 6.02(b) (Certificates; Other Information))
                  setting forth in reasonable detail the calculations utilized
                  in computing Excess Cash Flow and the amount of such
                  prepayment; provided, however, that (i) if the Total Leverage
                  Ratio is less than 3.00 to 1.00 as at the end of the fiscal
                  year of the Borrower ending on December 31, 2005, the Borrower
                  shall not be required to make the foregoing prepayment for
                  such fiscal year and (ii) for each fiscal year of the Borrower
                  ending on or after December 31, 2006, (x) if the Total
                  Leverage Ratio is less than 3.00:1.00 for such fiscal year,
                  then such percentage shall be reduced to twenty five percent
                  (25%) and (y) if the Total Leverage Ratio is less than
                  2.50:1.00 for such fiscal year, then such percentage shall be
                  reduced zero.

                           (ii) The Borrower shall make, or shall cause each
                  applicable Subsidiary to make, a prepayment with respect to
                  each Equity Issuance by such Person (other than Equity
                  Securities issued (x) to the Borrower or a Guarantor, (y) to
                  the Sponsor as consideration for the Sponsor Equity Financing
                  or (z) subject to clause (B) of the proviso at the end of this
                  clause (ii), solely to the extent the proceeds of such
                  issuance of Equity Securities are used to finance Permitted
                  Acquisitions) in an amount equal to fifty percent (50%) of the
                  Net Proceeds of each such Equity Issuance of the Borrower or
                  any Subsidiary; provided that (A) no prepayment shall be
                  required hereunder of the first $40,000,000 of Net Proceeds in
                  each fiscal year of the Borrower realized from (I) the
                  issuance of Equity Securities in connection with the exercise
                  of any option, warrant or other convertible security of the
                  Borrower or any Subsidiary or (II) the issuance, award or
                  grant of Equity Securities to eligible participants under a
                  stock plan of the Borrower and (B) if the Borrower shall have
                  delivered a Reinvestment Notice with respect to any issuance
                  of Equity Securities to finance a Permitted Acquisition, (I)
                  no prepayment shall be required under this Section 2.06(e)(ii)
                  until the applicable Reinvestment Prepayment Date and (II) on
                  the applicable Reinvestment Prepayment Date, the Borrower
                  shall prepay the Loans (or provide Cash Collateral in respect
                  of Letters of Credit) in an amount equal to the Reinvestment
                  Prepayment Amount applicable to such Reinvestment Event, if
                  any, on the Reinvestment Prepayment Date with respect to such
                  Reinvestment Event, which mandatory prepayment shall be
                  applied in accordance with the final paragraph of this Section
                  2.06.

                           (iii) Subject to the proviso in Section 7.05(i)
                  (Dispositions), the Borrower shall make, or shall cause each
                  applicable Subsidiary to make, a prepayment in an amount equal
                  to one hundred percent (100%) of the Net Proceeds from (x)
                  each Disposition (other than Dispositions permitted under
                  Section 7.05(a) through (g)) and (y) each Property Loss Event;
                  provided, that the Borrower shall not be required to prepay
                  the Loans with the Net Proceeds from any Disposition permitted
                  under Section 7.05(h) unless and to the extent such Net
                  Proceeds exceed the Dollar Equivalent of $10,000,000 in the
                  aggregate; and provided, further, that if the Borrower shall
                  have delivered a Reinvestment Notice with respect to such
                  Disposition or Property Loss Event, (I) no prepayment shall be
                  required under this Section 2.06(e)(iii) until the applicable
                  Reinvestment Prepayment Date and (II) on the applicable
                  Reinvestment Prepayment Date, the Borrower shall prepay the
                  Loans (or provide Cash Collateral in respect of Letters of
                  Credit) in an amount equal to the Reinvestment Prepayment
                  Amount applicable to such Reinvestment Event, if any, on the
                  Reinvestment Prepayment Date with respect to such Reinvestment
                  Event, which mandatory prepayment shall be applied in
                  accordance with the final paragraph of this Section 2.06; and
                  provided, further, that despite the application of this
                  Section 2.06(e)(iii) to any Disposition that is not otherwise
                  permitted under this Agreement, nothing in this Section
                  2.06(e)(iii) shall be deemed to permit any Disposition not
                  expressly permitted under this Agreement or to constitute a
                  waiver


                                       66


                  or cure of any Default or Event of Default that arises as a
                  result of a Disposition that is not permitted under this
                  Agreement.

                           (iv) The Borrower shall make, or shall cause each
                  applicable Subsidiary to make, a prepayment with respect to
                  each Debt Issuance by the Borrower or any Subsidiary (other
                  than Debt Issuances of the types described in (x) clauses (a),
                  (b) and (e) of Section 7.03 (Indebtedness) and (y) subclause
                  (ii) of Section 7.03(k)(Indebtedness)) in an amount equal to
                  one hundred percent (100%) of the Net Proceeds of each such
                  Debt Issuance; provided, however, that no prepayment shall be
                  required to this Section 2.06(e)(iv) from the Net Proceeds
                  received from any Debt Issuance of the type described in
                  Section 7.03(h)(Indebtedness) to the extent such Net Proceeds
                  are used within ten (10) Business Days of the receipt thereof
                  by the Borrower or the applicable Subsidiary to consummate a
                  Permitted Acquisition, as shall be certified to the Agents by
                  a Responsible Officer of the Borrower.

         Each prepayment required to be made pursuant to the foregoing clauses
(ii), (iii) and (iv) shall be made within ten (10) Business Days of receipt of
the applicable Net Proceeds giving rise to such prepayment requirement. The
Borrower shall give not less than three (3) Business Days' prior written notice
of any such prepayment to the Administrative Agent, which notice shall include a
certificate of a Responsible Officer of the Borrower setting forth in reasonable
detail the calculations utilized in computing the applicable Net Proceeds giving
rise to such prepayment requirement and the amount of such prepayment.
Notwithstanding anything in the preceding sentence to the contrary, if the
Borrower shall have delivered a Reinvestment Notice with respect to any Equity
Issuance, Disposition or Property Loss Event, as the case may be, that would
otherwise give rise to a mandatory prepayment under Section 2.06(e)(ii) or
(iii), as applicable, the Borrower shall be required to make a prepayment of the
Loans (or provide Cash Collateral in respect of Letters of Credit) in an amount
equal to the Reinvestment Prepayment Amount on the applicable Reinvestment
Prepayment Date.

         In the event that the Borrower elects to deliver a Reinvestment Notice
with respect to any Equity Issuance, Disposition or Property Loss Event that
would otherwise give rise to a mandatory prepayment under Section 2.06(e)(ii) or
(iii), as applicable, the Borrower shall deliver such Reinvestment Notice to the
Administrative Agent within ten (10) Business Days of receipt of the Net
Proceeds of such Equity Issuance, Disposition or Property Loss Event, as the
case may be.

         Prepayments made under this Section 2.06(e) shall be applied (a) first,
other than in respect of any prepayment made with the Net Proceeds of a
Reinvestment Event prior to the applicable Reinvestment Prepayment Date (but
including the Net Proceeds of a Reinvestment Event on the applicable
Reinvestment Prepayment Date), to repay the outstanding principal balance of the
Term Loan, until the Term Loan shall have been repaid in full; (b) second, to
repay the outstanding principal balance of the Swing Line Loans, until such
Swing Line Loans shall have been repaid in full; (c) third, to repay the
outstanding principal balance of the Revolving Loans and Foreign Currency Loans,
until such Loans shall have been paid in full; and (d) then, to Cash
Collateralize any outstanding L/C Obligations in the manner set forth in Section
8.02(c) (Remedies Upon Event of Default) until all such L/C Obligations have
been fully Cash Collateralized in the manner set forth therein. All repayments
of the Term Loan pursuant to this Section 2.06(e) shall be applied to reduce
ratably the remaining installments of such outstanding principal amounts of the
Term Loan on a pro rata basis. All repayments of Revolving Loans, Foreign
Currency Loans and Swing Line Loans required to be made pursuant to Section
2.06(e)(iii) shall result in a permanent reduction of the Aggregate Revolving
Credit Commitments to the extent required by Section 2.07(b) (Reduction or
Termination of Revolving Credit Commitments); provided, however, that, if such
repayment was made from the Net Proceeds of a Reinvestment Event, the Aggregate
Revolving Credit Commitments shall not be reduced by such prepayment to the
extent of the Reinvestment Deferred Amount of such Reinvestment Event until the
Reinvestment Prepayment Date corresponding thereto and,


                                       67


on such Reinvestment Prepayment Date, the Aggregate Revolving Credit Commitments
shall be reduced only to the extent of the Reinvestment Prepayment Amount
applicable to such Reinvestment Event, if any, after giving effect to any
required prepayment of the Term Loans; and provided, further, that, upon the
occurrence of any Default or Event of Default on or before the Reinvestment
Prepayment Date corresponding to such Reinvestment Event, the Aggregate
Revolving Credit Commitments shall be reduced by the entire Reinvestment
Deferred Amount corresponding to such Reinvestment Event.

         2.07 REDUCTION OR TERMINATION OF REVOLVING CREDIT COMMITMENTS.

                  (a) The Borrower may, upon irrevocable notice to the
         Administrative Agent, (i) terminate the Aggregate Revolving Credit
         Commitments, (ii) permanently reduce the Aggregate Revolving Credit
         Commitments to an amount not less than the then aggregate Outstanding
         Amount of all Revolving Loans, Foreign Currency Loans, Swing Line Loans
         and L/C Obligations or (iii) permanently reduce the Foreign Currency
         Sublimit to an amount not less than the then aggregate Outstanding
         Amount of all Foreign Currency Loans; provided that (i) any such notice
         shall be received by the Administrative Agent not later than 11:00
         a.m., New York time, (x) five Business Days prior to the reduction of
         the Foreign Currency Sublimit, which notice shall be in writing, and
         (y) three Business Days prior to the date of any other termination or
         reduction, and (ii) any such partial reduction shall be in an aggregate
         amount equal to the Dollar Equivalent of $5,000,000 or any whole
         multiple of $1,000,000 in excess thereof. A Responsible Officer of the
         Borrower shall provide the Administrative Agent written confirmation of
         each such telephonic notice but failure to provide such confirmation
         shall not affect the validity of such telephonic notice. The
         Administrative Agent shall promptly notify the Revolving Lenders and
         the Foreign Currency Fronting Lender of any such notice of reduction or
         termination of the Aggregate Revolving Credit Commitments. Once reduced
         in accordance with this Section 2.07, the Aggregate Revolving Credit
         Commitments may not be increased or reinstated. Any reduction of the
         Aggregate Revolving Credit Commitments shall be applied to the
         Revolving Credit Commitment of each Revolving Lender according to its
         Pro Rata Revolving Share. All Commitment Fees accrued until the
         effective date of any termination of the Aggregate Revolving Credit
         Commitments shall be paid on the effective date of such termination.

                  (b) The then current Aggregate Revolving Credit Commitments
         shall be reduced on each date on which a prepayment of Revolving Loans,
         Foreign Currency Loans or Swing Line Loans is made or required to be
         made pursuant to Section 2.06(e)(iii) (Mandatory Prepayments) (or would
         be required to be made had the then outstanding Revolving Loans,
         Foreign Currency Loans and Swing Line Loans equaled the Aggregate
         Revolving Credit Commitments then in effect), in each case in the
         amount of such prepayment (or deemed prepayment) (and the Revolving
         Credit Commitment of each Revolving Lender shall be reduced by its Pro
         Rata Revolving Share of such amount).

         2.08 REPAYMENT OF LOANS. The Borrower promises to repay:

                  (a) to the Revolving Lenders on the Revolving Credit Maturity
         Date the aggregate principal amount of Revolving Loans in Dollars
         outstanding on such date;

                  (b) to the Foreign Currency Fronting Lender on the Revolving
         Credit Maturity Date the aggregate principal amount of Foreign Currency
         Loans in the applicable Denomination Currencies outstanding on such
         date;

                  (c) to the Swing Lender, each Swing Line Loan on the earlier
         to occur of (i) demand (by telephonic or written notice) by the
         Administrative Agent and (ii) the Revolving Credit Maturity Date;

                                       68


                  (d) the Closing Date Term Loan on the dates and in the amounts
         set forth below, subject to adjustments for prepayments made pursuant
         to Section 2.06 (Prepayments):

              Date                                            Amount
              ----                                            ------
              March 31, 2005                                $2,125,000
              June 30, 2005                                 $2,125,000
              September 30, 2005                            $2,125,000
              December 31, 2005                             $2,125,000
              March 31, 2006                                $2,125,000
              June 30, 2006                                 $2,125,000
              September 30, 2006                            $2,125,000
              December 31, 2006                             $2,125,000
              March 31, 2007                                $2,125,000
              June 30, 2007                                 $2,125,000
              September 30, 2007                            $2,125,000
              December 31, 2007                             $2,125,000
              March 31, 2008                                $2,125,000
              June 30, 2008                                 $2,125,000
              September 30, 2008                            $2,125,000
              December 31, 2008                             $2,125,000
              March 31, 2009                                $2,125,000
              June 30, 2009                                 $2,125,000
              September 30, 2009                            $2,125,000
              December 31, 2009                             $2,125,000
              March 31, 2010                                $2,125,000
              June 30, 2010                                 $2,125,000
              September 30, 2010                            $2,125,000
              December 31, 2010                             $2,125,000
              March 31, 2011                               $199,750,000
              June 30, 2011                                $199,750,000
              September 30, 2011                           $199,750,000
              January 24, 2012                             $199,750,000

                                       69


         provided, however, that the Borrower shall repay the entire unpaid
         principal amount of the Closing Date Term Loan on the applicable Term
         Loan Maturity Date; and

                  (e) each Incremental Term Loan on the dates and in the amounts
         to be agreed by the Agents and the Borrower prior to the applicable
         Facilities Increase Date; provided, however, that the Borrower shall
         repay the entire unpaid principal amount of each Incremental Term Loan
         on the applicable Term Loan Maturity Date.

         2.09 INTEREST.

                  (a) Subject to the provisions of clause (b) below, (i) each
         Eurodollar Rate Loan shall bear interest on the outstanding principal
         amount thereof for each Interest Period at a rate per annum equal to
         the Eurodollar Rate for such Interest Period plus the Applicable
         Margin; (ii) each Base Rate Loan shall bear interest on the outstanding
         principal amount thereof from the applicable Borrowing date at a rate
         per annum equal to the Base Rate plus the Applicable Margin; (iii) each
         Swing Line Loan shall bear interest on the outstanding principal amount
         thereof from the applicable Borrowing date at a rate per annum equal to
         the Base Rate plus the Applicable Margin and (iv) each Eurocurrency
         Rate Loan shall bear interest on the outstanding principal amount
         thereof for each Interest Period at a rate per annum equal to the
         Eurocurrency Rate for such Interest Period applicable to the relevant
         Denomination Currency plus the Applicable Margin.

                  (b) If any amount payable by the Borrower under any Loan
         Document is not paid when due (without regard to any applicable grace
         periods), such amount shall thereafter bear interest at a fluctuating
         interest rate per annum at all times until paid equal to the Default
         Rate. Furthermore, while any Event of Default has occurred and is
         continuing or after acceleration of the Obligations pursuant to Section
         8.02 (Remedies Upon Event of Default), the Borrower shall pay interest
         on the principal amount of all outstanding Obligations at a fluctuating
         interest rate per annum at all times equal to the Default Rate to the
         fullest extent permitted by applicable Law. Accrued and unpaid interest
         on past due amounts (including interest on past due interest) shall be
         due and payable upon demand.

                  (c) Interest on each Syndicated Loan shall be due and payable
         in arrears on each Interest Payment Date applicable thereto and at such
         other times as may be specified herein. Interest on each Syndicated
         Loan shall be due and payable in accordance with the terms hereof
         before and after judgment, and before and after the commencement of any
         proceeding under any Debtor Relief Law.

                  (d) Interest on each Foreign Currency Loan shall be due and
         payable in arrears on each Interest Payment Date applicable thereto
         (and at such other times as may be specified herein) to the Foreign
         Currency Fronting Lender. Interest on each Foreign Currency Loan shall
         be payable to the Foreign Currency Fronting Lender in the Denomination
         Currency of the applicable Foreign Currency Loan. Interest on each
         Foreign Currency Loan shall be due and payable in accordance with the
         terms hereof before and after judgment, and before and after the
         commencement of any proceeding under any Debtor Relief Law. On each
         Interest Payment Date, the Foreign Currency Fronting Lender shall
         deliver to the Administrative Agent and the Borrower an interest
         allocation statement in form and substance satisfactory to the
         Administrative Agent, and the Borrower shall (in the absence of
         manifest error) pay the amount specified therein on such Interest
         Payment Date.

                  (e) As promptly as is practicable following each date upon
         which a Foreign Currency Fronting Lender receives a payment of interest
         under this Agreement on account of Foreign Currency Loans, the Foreign
         Currency Fronting Lender shall convert into Dollars (such conversion to
         be made in the manner provided in the definition of "Dollar
         Equivalent") the amount equal to the portion of such payment which
         constitutes the Applicable Margin thereon (or, with respect to each
         Revolving Lender

                                       70


         which funded the purchase of a participating interest in such Foreign
         Currency Loan pursuant to Section 2.15 (Currency Conversion and
         Contingent Funding Agreement), as the case may be, such Revolving
         Lender's Pro Rata Share of the full amount of such interest payment).
         In consideration of the agreement of the Revolving Lenders to purchase
         participating interests in the Foreign Currency Loans, the Foreign
         Currency Fronting Lender hereby agrees to pay to the Administrative
         Agent, for the ratable account of each Revolving Lender, a risk
         participation fee in the amount equal to the proceeds received by the
         Foreign Currency Fronting Lender from such conversion (other than any
         such proceeds payable for the account of a Non-Funding Lender, which
         proceeds shall be retained by the Foreign Currency Fronting Lender for
         its own account); provided, however, that, in the event that the
         Revolving Lenders have funded the purchase of participating interests
         in the Credit Extensions of credit on account of which such interest
         payment was made pursuant to Section 2.15 (Currency Conversion and
         Contingent Funding Agreement), the Foreign Currency Fronting Lender
         shall instead pay to the Administrative Agent, for the account of each
         Revolving Lender which has so funded such purchase, the amount equal to
         such Revolving Lender's Pro Rata Revolving Share of the proceeds
         received by the Foreign Currency Fronting Lender from such conversion.
         Such amount shall be payable to the Administrative Agent in Dollars on
         the date upon which the Foreign Currency Fronting Lender receives the
         proceeds of such conversion.

         2.10 FEES. In addition to certain fees described in clauses (i) and (j)
of Section 2.04 (Letters of Credit):

                  (a) Commitment Fee. The Borrower shall pay to the
         Administrative Agent for the account of each Revolving Lender in
         accordance with its Pro Rata Revolving Share, a commitment fee (the
         "COMMITMENT FEE") equal to the Applicable Margin times the actual daily
         amount by which the Aggregate Revolving Credit Commitments exceed the
         sum of (i) the aggregate Outstanding Amount of Revolving Loans, (ii)
         the aggregate Outstanding Amount of L/C Obligations and (iii) the
         aggregate Outstanding Amount of Foreign Currency Loans (such amount to
         be determined for each Interest Period). For purposes of calculating
         the Commitment Fee, the Dollar Equivalent of the aggregate principal
         amount of any Foreign Currency Loan outstanding for any Interest Period
         shall be determined by multiplying (x) the amount (expressed in the
         applicable Denomination Currency) of such Foreign Currency Loan
         Borrowed or Continued for such Interest Period by (y) the actual
         exchange rate at which the Foreign Currency Fronting Lender could
         obtain Dollars from the conversion of such Denomination Currency on the
         date that is two Business Days prior to the Borrowing or Continuation
         of such Foreign Currency Loan. The Commitment Fee shall accrue at all
         times from the Closing Date until the Revolving Credit Maturity Date
         and shall be calculated as of each Quarterly Fee Calculation Date,
         commencing with the first such date to occur after the Closing Date,
         and shall be due and payable on the respective Quarterly Fee Payment
         Date for each such Quarterly Fee Calculation Date, and on the Revolving
         Credit Maturity Date. The Commitment Fee shall be calculated quarterly
         in arrears, and if there is any change in the Applicable Margin during
         any quarter, the actual daily amount shall be computed and multiplied
         by the Applicable Margin separately for each period during such quarter
         that such Applicable Margin was in effect. The Commitment Fee shall
         accrue at all times, including at any time during which one or more of
         the conditions in Article IV (Conditions Precedent to Credit
         Extensions) is not met.

                  (b) Foreign Currency Fronting Fee and Documentary and
         Processing Charges Payable to Foreign Currency Fronting Lender. The
         Borrower shall pay directly to the Foreign Currency Fronting Lender for
         its own account a fronting fee (the "FOREIGN CURRENCY FRONTING FEE")
         (for each day a Foreign Currency Loan remains outstanding) for each
         Foreign Currency Loan made, payable in the applicable Denomination
         Currency, in an amount equal to 1/8 of 1% (0.125%) per annum on the
         Outstanding Amount of such Foreign Currency Loan during the period
         during which each such Foreign Currency Loan remains outstanding, due
         and payable on the respective Quarterly Fee Payment Date


                                       71


         for each such Quarterly Fee Calculation Date, and on the Revolving
         Credit Maturity Date. The Foreign Currency Fronting Fee shall be
         calculated quarterly in arrears. The Foreign Currency Fronting Fee
         shall accrue at all times, including any time where one or more of the
         conditions in Article IV (Conditions Precedent to Credit Extensions) is
         not met. In addition, the Borrower shall pay directly to the Foreign
         Currency Fronting Lender for its own account additional fees equal to
         the Foreign Currency Fronting Lender's Cost of Funds for the applicable
         Denomination Currency, based on prevailing rates in the applicable
         foreign currency market.

                  (c) Other Fees. (i) The Borrower shall pay to the Arrangers
         and the Agents for their own respective accounts fees in the amounts
         and at the times specified in the Agent/Arranger Fee Letter. All such
         fees shall be fully earned when paid and shall not be refundable for
         any reason whatsoever.

         2.11 COMPUTATION OF INTEREST AND FEES. Interest on Base Rate Loans
shall be calculated on the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed. Computation of all other types of
interest and all fees shall be calculated on the basis of a year of 360 days and
the actual number of days elapsed, which results in a higher yield to the payee
thereof than a method based on a year of 365 or 366 days; provided, that
interest on Foreign Currency Loans may be calculated on such other basis as may
be agreed from time to time by the Foreign Currency Fronting Lender and the
Borrower to reflect customary practices in the relevant jurisdiction. Interest
shall accrue on each Loan for the day on which the Loan is made, and, subject to
Section 2.13(a) (Payments Generally), shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that
any Loan that is repaid on the same day on which it is made shall bear interest
for one day.

         2.12 EVIDENCE OF DEBT.

                  (a) The Credit Extensions made by each Lender shall be
         evidenced by one or more accounts or records maintained by such Lender
         and by the Administrative Agent in the ordinary course of business. The
         accounts or records maintained by the Administrative Agent and each
         Lender shall be conclusive absent manifest error of the amount of the
         Credit Extensions made by the Lenders to the Borrower and the interest
         and payments thereon. Any failure to so record or any error in doing so
         shall not, however, limit or otherwise affect the obligation of the
         Borrower hereunder to pay any amount owing with respect to the
         Obligations. In the event of any conflict between the accounts and
         records maintained by any Lender and the accounts and records of the
         Administrative Agent in respect of such matters, the accounts and
         records of the Administrative Agent shall control in the absence of
         manifest error. Upon the request of any Lender made through the
         Administrative Agent, such Lender's Loans shall be evidenced by a
         Revolving Loan Note, a Term Loan Note and/or a Swing Line Note, as
         applicable, in addition to such accounts or records. Each Lender may
         attach schedules to its Note or Notes and endorse thereon the date,
         Type (if applicable), amount and maturity of the applicable Loans and
         payments with respect thereto.

                  (b) The Credit Extensions made by the Foreign Currency
         Fronting Lender shall be evidenced by one or more accounts or records
         maintained by the Foreign Currency Fronting Lender and by the
         Administrative Agent in the ordinary course of business. The accounts
         or records maintained by the Foreign Currency Fronting Lender and by
         the Administrative Agent shall be conclusive absent manifest error of
         the amount of the Credit Extensions made by the Foreign Currency
         Fronting Lender to the Borrower and the interest and payments thereon.
         Any failure to so record or any error in doing so shall not, however,
         limit or otherwise affect the obligation of the Borrower hereunder to
         pay any amount owing with respect to the Obligations. In the event of
         any conflict between the accounts and records maintained by the Foreign
         Currency Fronting Lender and the


                                       72


         accounts and records of the Administrative Agent in respect of such
         matters, the accounts and records of the Foreign Currency Fronting
         Lender shall control in the absence of manifest error.

                  (c) In addition to the accounts and records referred to in
         clause (a) and (b) above, each Lender and the Administrative Agent
         shall maintain in accordance with its usual practice accounts or
         records evidencing the purchases and sales by such Lender of
         participations in Foreign Currency Loans, Letters of Credit and Swing
         Line Loans. In the event of any conflict between the accounts and
         records maintained by the Administrative Agent or the Foreign Currency
         Fronting Lender, in the case of Foreign Currency Loans, and the
         accounts and records of any Lender in respect of such matters, the
         accounts and records of the Administrative Agent or the Foreign
         Currency Fronting Lender, as applicable, in the absence of manifest
         error, shall control.

         2.13 PAYMENTS GENERALLY.

                  (a) (i) All payments to be made by the Borrower shall be made
         without condition or deduction for any counterclaim, defense,
         recoupment or setoff.

                           (ii) Except with respect to payments on account of
                  principal, interest and fees relating to Foreign Currency
                  Loans and as otherwise expressly provided herein, all payments
                  by the Borrower hereunder shall be made to the Administrative
                  Agent, for the account of the respective Lenders to which such
                  payment is owed, at the applicable Administrative Agent's
                  Office in Dollars and in Same Day Funds not later than 2:00
                  p.m., New York time, on the date specified herein. The
                  Administrative Agent will promptly distribute to each such
                  Lender its Pro Rata Revolving Share or its Pro Rata Term
                  Share, as applicable, of such payment in like funds as
                  received by wire transfer to such Lender's Lending Office; and
                  all payments of fees and all other payments in respect of any
                  other Obligation shall be allocated among such of the Lenders
                  and L/C Issuers as are entitled thereto and, for such payments
                  allocated to the Lenders, in proportion to their respective
                  ratable portions.

                           (iii) Except as otherwise expressly provided herein,
                  all payments by the Borrower hereunder on account of
                  principal, interest and fees relating to Foreign Currency
                  Loans shall be made to the Foreign Currency Fronting Lender at
                  its Lending Office in the applicable Denomination Currency and
                  in Same Day Funds not later than 2:00 p.m., New York time, on
                  the date specified herein. The Foreign Currency Fronting
                  Lender will promptly distribute to each Revolving Lender, to
                  the extent such Revolving Lender has funded its participation
                  interest in such Foreign Currency Loans, in accordance with
                  Section 2.15 (Currency Conversion and Contingent Funding
                  Agreement).

                           (iv) All payments received by the Administrative
                  Agent after 2:00 p.m., New York time, shall be deemed received
                  on the next succeeding Business Day and any applicable
                  interest or fee shall in each case continue to accrue.

                  (b) Subject to the definition of "INTEREST PERIOD," if any
         payment to be made by the Borrower shall come due on a day other than a
         Business Day, payment shall be made on the next following Business Day,
         and such extension of time shall be reflected in computing interest or
         fees, as the case may be.

                  (c) Unless the Borrower or any Syndicated Lender has notified
         the Administrative Agent prior to the date any payment is required to
         be made by it to the Administrative Agent hereunder, that the Borrower
         or such Syndicated Lender, as the case may be, will not make such
         payment, the Administrative Agent may assume that the Borrower or such
         Syndicated Lender, as the case may be,


                                       73


         has timely made such payment and may (but shall not be so required to),
         in reliance thereon, make available a corresponding amount to the
         Person entitled thereto. If and to the extent that such payment was not
         in fact made to the Administrative Agent in Same Day Funds, then:

                           (i) if the Borrower failed to make such payment, each
                  applicable Syndicated Lender shall forthwith on demand repay
                  to the Administrative Agent the portion of such assumed
                  payment that was made available to such Syndicated Lender in
                  Same Day Funds, together with accrued and unpaid interest
                  thereon in respect of each day from and including the date
                  such amount was made available by the Administrative Agent to
                  such Syndicated Lender to the date such amount is repaid to
                  the Administrative Agent in Same Day Funds, at the applicable
                  Federal Funds Rate from time to time in effect; and

                           (ii) if any Syndicated Lender failed to make such
                  payment, such Syndicated Lender shall forthwith on demand pay
                  to the Administrative Agent the amount thereof in Same Day
                  Funds, together with accrued and unpaid interest thereon for
                  the period from the date such amount was made available by the
                  Administrative Agent to the Borrower to the date such amount
                  is recovered by the Administrative Agent (the "COMPENSATION
                  Period") at a rate per annum equal to the applicable Federal
                  Funds Rate from time to time in effect. If such Syndicated
                  Lender pays such amount to the Administrative Agent, then such
                  amount shall constitute such Lender's Loan included in the
                  applicable Borrowing. If such Syndicated Lender does not pay
                  such amount forthwith upon the Administrative Agent's demand
                  therefor, the Administrative Agent may make a demand therefor
                  upon the Borrower, and the Borrower shall pay such amount to
                  the Administrative Agent, together with accrued and unpaid
                  interest thereon for the Compensation Period at a rate per
                  annum equal to the rate of interest applicable to the
                  applicable Borrowing. Nothing herein shall be deemed to
                  relieve any Syndicated Lender from its obligation to fulfill
                  its Revolving Credit Commitment or its obligation to fund its
                  Pro Rata Term Share of the Term Loan or to prejudice any
                  rights which the Administrative Agent or the Borrower may have
                  against any Syndicated Lender as a result of any default by
                  such Lender hereunder.

A notice of the Administrative Agent to any Syndicated Lender or the Borrower
with respect to any amount owing under this Section 2.13(c) shall be conclusive,
absent manifest error.

                  (d) If any Lender makes available to the Administrative Agent
         funds for any Loan to be made by such Lender as provided in the
         foregoing provisions of this Article II (The Commitments and Credit
         Extensions), and such funds are not made available to the Borrower by
         the Administrative Agent because the conditions to the applicable
         Credit Extension set forth in Article IV (Conditions Precedent to
         Credit Extensions) are not satisfied or waived in accordance with the
         terms of this Agreement, the Administrative Agent, except to the extent
         such funds do not constitute the funding of a risk participation under
         Article II (The Commitments and Credit Extensions), shall return such
         funds (in like funds as received from such Lender) to such Lender,
         without interest.

                  (e) The obligations of the Revolving Lenders hereunder to make
         Revolving Loans and to fund participations in Letters of Credit, Swing
         Line Loans and Foreign Currency Loans are several and not joint. The
         failure of any Revolving Lender to make any Revolving Loan or to fund
         any risk participations in Letters of Credit, Swing Line Loans and
         Foreign Currency Loans on any date required hereunder shall not relieve
         any other Revolving Lender of its corresponding obligation to do so on
         such date, and no Revolving Lender shall be responsible for the failure
         of any other Revolving Lender so to make its Revolving Loan or to
         purchase its risk participations in Letters of Credit, Swing Line Loans
         and Foreign Currency Loans.

                                       74


                  (f) The obligations of the Term Loan Lenders to fund each of
         their respective Pro Rata Term Shares of the Term Loan Facility are
         several and not joint. The failure of any Term Loan Lender to fund its
         Pro Rata Term Share of the Term Loan Facility on the Closing Date shall
         not relieve any other Term Loan Lender of its corresponding obligation
         to do so on the Closing Date, and no Term Loan Lender shall be
         responsible for the failure of any other Term Loan Lender so to fund
         its Pro Rata Term Share of the Term Loan Facility.

                  (g) Nothing herein shall be deemed to obligate any Lender to
         obtain the funds for any Loan in any particular place or manner or to
         constitute a representation by any Lender that it has obtained or will
         obtain the funds for any Loan in any particular place or manner.

                  (h) Except for payments and other amounts received by the
         Administrative Agent and applied with the provisions of clause (i)
         below (or required to be applied in accordance with Section 2.06(e)
         (Mandatory Prepayments)), all payments and any other amounts received
         by the Administrative Agent from or for the benefit of the Borrower
         shall be applied as follows: first, to pay principal of, and accrued
         and unpaid interest on, any portion of the Loans the Administrative
         Agent may have advanced pursuant to the express provisions of this
         Agreement on behalf of any Lender, for which the Administrative Agent
         has not then been reimbursed by such Lender or the Borrower, second, to
         pay all other Obligations then due and payable and third, as the
         Borrower so designates.

                  (i) The Borrower hereby irrevocably waives the right to direct
         the application of any and all payments in respect of the Obligations
         and any proceeds of Collateral after the occurrence and during the
         continuance of an Event of Default and agrees that such funds shall be
         applied in accordance with Section 8.03 (Application of Funds).

                  (j) Each payment by the Borrower in respect of any Loan
         (including interest and fees in respect thereof (other than the
         Commitment Fee and the Foreign Currency Commitment Fee) shall be made
         in the currency in which such Loan was made.

         2.14 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Syndicated Lender shall obtain on account of the Revolving
Loans or portion of the Term Loan made by it or the risk participations in L/C
Obligations, in Swing Line Loans or in Foreign Currency Loans held by it (but
not including any amounts applied by the Swing Line Lender to outstanding Swing
Line Loans prior to the funding of risk participations therein), any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Syndicated Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other applicable
Syndicated Lenders such participations in the Revolving Loans and/or portion of
the Term Loan made by them and/or such subparticipations in the risk
participations in L/C Obligations, Foreign Currency Loans or Swing Line Loans
held by them, as the case may be, as shall be necessary to cause such purchasing
Syndicated Lender to share the excess payment in respect of such Revolving
Loans, the Term Loan or such risk participations, as the case may be, pro rata
with the Revolving Lenders or Term Loan Lenders, as applicable; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Syndicated Lender (including pursuant to any
settlement entered into by the Administrative Agent or any Syndicated Lender in
its discretion), such purchase shall to that extent be rescinded and each other
Syndicated Lender receiving any payment relating to such excess payment shall
repay to the purchasing Syndicated Lender the purchase price paid therefor,
together with an amount equal to such paying Syndicated Lender's ratable share
(according to the proportion of (i) the amount of such paying Syndicated
Lender's required repayment to (ii) the total amount so recovered from the
purchasing Syndicated Lender) of any interest or other amount paid or payable by
the purchasing Syndicated Lender in respect of the total amount so recovered,
without further interest thereon. The Borrower agrees that any Syndicated Lender


                                       75


so purchasing a participation from another Syndicated Lender may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right
of setoff), but subject to Section 10.09 (Right of Setoff), with respect to such
participation as fully as if such Syndicated Lender were the direct creditor of
the Borrower in the amount of such participation. The Administrative Agent will
keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section 2.14 and will in each case
notify the applicable Syndicated Lenders following any such purchases or
repayments. Each Syndicated Lender that purchases a participation pursuant to
this Section 2.14 shall from and after the date of such purchase have the right
to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to
the same extent as though the purchasing Syndicated Lender were the original
owner of the Obligations purchased.

2.15 CURRENCY CONVERSION AND CONTINGENT FUNDING AGREEMENT. (a) Each Revolving
Lender hereby unconditionally and irrevocably agrees to purchase (in Dollars) an
undivided participating interest in its Pro Rata Revolving Share of the Foreign
Currency Loans made by the Foreign Currency Fronting Lender as the
Administrative Agent or the Foreign Currency Fronting Lender may at any time
request; provided, however, that:

                  (i) the Foreign Currency Fronting Lender hereby agrees that it
         will not request any such purchase of participating interests unless a
         Default or an Event of Default has occurred and is continuing;

                  (ii) the Foreign Currency Fronting Lender hereby agrees that
         it promptly will request (through the Administrative Agent) that the
         Revolving Lenders purchase such participating interest in all Foreign
         Currency Loans made by the Foreign Currency Fronting Lender after the
         Foreign Currency Fronting Lender has delivered to the Administrative
         Agent a written notice that a Default or an Event of Default described
         in Section 8.01(a) (Events of Default) is continuing with respect to
         the Foreign Currency Loans made by the Foreign Currency Fronting Lender
         and requesting that such request be made by the Administrative Agent;
         and

                  (iii) in the event that any of the events specified in Section
         8.01(f) or (g) (Events of Default) shall have occurred, each Revolving
         Lender shall be deemed to have purchased, automatically and without
         request, such participating interest in the Foreign Currency Loans made
         to the Borrower.

Any such request by the Foreign Currency Fronting Lender shall be made in
writing to each Revolving Lender and shall specify the amount of Dollars (based
upon the actual exchange rate at which the Foreign Currency Fronting Lender
anticipates being able to obtain the relevant Denomination Currency, with any
excess payment being refunded to the Revolving Lenders and any deficiency
remaining payable by the Revolving Lenders) required from such Revolving Lender
in order to effect the purchase by such Revolving Lender of a participating
interest in the amount equal to its Pro Rata Revolving Share of such Foreign
Currency Loans multiplied by the aggregate then outstanding principal amount (in
the Denomination Currency) of the relevant Foreign Currency Loans (together with
accrued interest thereon and other amounts owing in connection therewith) in
such Denomination Currency. Promptly upon receipt of such request, each
Revolving Lender shall deliver to the Administrative Agent for the account of
the Foreign Currency Fronting Lender (in Same Day Funds) the amount so specified
by the Foreign Currency Fronting Lender. The Administrative Agent shall promptly
deliver such funds in the form received to the Foreign Currency Fronting Lender
in Same Day Funds. From and after such purchase, (i) the outstanding Foreign
Currency Loans in which the Revolving Lenders have purchased such participations
shall be deemed to have been converted into Revolving Loans that are Base Rate
Loans denominated in Dollars (with such conversion constituting, for purposes of
Section 3.05 (Funding


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Losses), a prepayment of such Foreign Currency Loans before the last day of the
Interest Period with respect thereto), (ii) any further Loans to be made to the
Borrower shall be made as Revolving Loans in Dollars pursuant to the terms and
conditions of this Agreement, (iii) all amounts from time to time accruing, and
all amounts from time to time payable, on account of such Foreign Currency Loans
(including, any interest and other amounts which were accrued but unpaid on the
date of such purchase) shall be payable in Dollars as if such Foreign Currency
Loan had originally been made in Dollars and shall (other than with respect to
the portion of the Applicable Margin which, pursuant to Section 2.09 (Interest),
is expressly stated to be paid for the account of the Foreign Currency Fronting
Lender) be distributed by the Foreign Currency Fronting Lender to the
Administrative Agent, for the accounts of the Revolving Lenders, on account of
such participating interests. Notwithstanding anything to the contrary contained
in this Section 2.15, the failure of any Revolving Lender to purchase its
participating interest in any Foreign Currency Loan shall not relieve any other
Revolving Lender of its obligation hereunder to purchase its participating
interest in a timely manner, but no Revolving Lender shall be responsible for
the failure of any other Revolving Lender to purchase the participating interest
to be purchased by such other Revolving Lender on any date.

                  (b) If any amount required to be paid by any Revolving Lender
         pursuant to Section 2.15(a) above is not paid to the Administrative
         Agent within three Business Days following the date upon which such
         Revolving Lender receives notice from the Administrative Agent that the
         Foreign Currency Loan in which such Revolving Lender has purchased a
         participating interest has been made such Revolving Lender shall pay to
         the Administrative Agent on demand an amount equal to the product of
         such amount, times the daily average Federal Funds Rate, as quoted by
         the Administrative Agent, during the period from and including the date
         such payment is required to the date on which such payment is
         immediately available to the Administrative Agent, times a fraction the
         numerator of which is the number of days that elapse during such period
         and the denominator of which is 360. If any such amount required to be
         paid by any Revolving Lender pursuant to Section 2.15(a) is not in fact
         made available to the Administrative Agent within three Business Days
         following the date upon which such Revolving Lender receives notice
         from the Administrative Agent that the Foreign Currency Loan in which
         such Revolving Lender has purchased a participating interest has been
         made or created (as the case may be), the Administrative Agent shall be
         entitled to recover from such Revolving Lender, on demand, such amount
         with interest thereon calculated from such due date at the rate per
         annum applicable to Revolving Credit Loans that are Base Rate Loans
         hereunder. A certificate of the Administrative Agent submitted to any
         Revolving Lender with respect to any amounts owing under this Section
         2.15(b) shall be conclusive in the absence of manifest error. Amounts
         payable by any Revolving Lender pursuant to this Section 2.15(b) shall
         be paid to the Administrative Agent, for the account of the Foreign
         Currency Fronting Lender; provided, however, that, if the
         Administrative Agent (in its sole discretion) has elected to fund on
         behalf of such Revolving Lender the amounts owing to the Foreign
         Currency Fronting Lender, then the amounts shall be paid to the
         Administrative Agent, for its own account.

                  (c) Whenever, at any time after the Foreign Currency Fronting
         Lender has received from any Revolving Lender such Revolving Lender's
         participating interest in a Foreign Currency Loan pursuant to clause
         (a) above, the Foreign Currency Fronting Lender receives any payment on
         account thereof, the Foreign Currency Fronting Lender will distribute
         to the Administrative Agent, for the account of such Revolving Lender,
         such Revolving Lender's participating interest in such amount
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Revolving Lender's participating
         interest was outstanding) in like funds as received; provided, however,
         that in the event that such payment received by the Foreign Currency
         Fronting Lender is required to be returned, such Revolving Lender will
         return to the Foreign Currency Fronting Lender any portion thereof
         previously distributed by the Foreign Currency Fronting Lender to such
         Revolving Lender in like funds as such payment is required to be
         returned by the Foreign Currency Fronting Lender.

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                  (d) Each Revolving Lender's obligation to purchase
         participating interests pursuant to clause (a) above shall be absolute
         and unconditional and shall not be affected by any circumstance,
         including (a) any set-off, counterclaim, recoupment, defense or other
         right which such Revolving Lender may have against the Foreign Currency
         Fronting Lender, the Borrower or any other Person for any reason
         whatsoever; (b) the occurrence or continuance of a Default or an Event
         of Default; (c) any material adverse change in the business, assets,
         operations, properties, condition (financial or otherwise), liabilities
         (contingent or otherwise) or prospects of the Borrower and its
         Subsidiaries any other Person; (d) any breach of this Agreement by any
         Loan Party or any other Lender; or (e) any other circumstance,
         happening or event whatsoever, whether or not similar to any of the
         foregoing; provided, however, that no Revolving Lender shall be
         obligated to purchase participating interests in any Foreign Currency
         Loans made by the Foreign Currency Fronting Lender to the extent that
         such Foreign Currency Loans (at the time when made) caused the amount
         of Foreign Currency Loans outstanding from the Foreign Currency
         Fronting Lender to be in excess of the Foreign Currency Sublimit then
         in effect.

         2.16 DESIGNATION OF ADDITIONAL DENOMINATION CURRENCIES. (a) The
Borrower may from time to time request that any Alternative Currency be
designated as a "Denomination Currency" hereunder by providing written notice to
the Administrative Agent and the Foreign Currency Fronting Lender specifying the
requested currency and the proposed effective date of such designation (which
shall be at least 15 Business Days after the date of notice); provided, however,
that in no event shall the Foreign Currency Sublimit be increased without the
consent of the Foreign Currency Fronting Lender and the Required Revolving
Lenders. The Administrative Agent shall promptly forward to each Revolving
Lender a copy of any such notice. Within 10 Business Days following the receipt
of such notice, each Revolving Lender shall notify the Administrative Agent and
the Foreign Currency Fronting Lender in writing whether such designation is
acceptable to such Revolving Lender (in its sole discretion) and the
Administrative Agent promptly shall notify the Borrower thereof.

                  (b) In the event that such designation is acceptable to the
         Required Revolving Lenders, the Borrower shall deliver to the
         Administrative Agent and the Foreign Currency Fronting Lender such
         documents, instruments and agreements as the Administrative Agent or
         the Foreign Currency Fronting Lender reasonably may request in
         connection with the designation of such Alternative Currency as a
         Denomination Currency.

                  (c) From and after the date upon which the Administrative
         Agent has received the documents (all of which shall be in form and
         substance reasonably satisfactory to the Administrative Agent)
         described in Section 2.16(b) above, this Agreement shall be deemed to
         be amended to reflect the designation of such Alternative Currency as a
         Denomination Currency.

                  (d) The Administrative Agent shall give prompt notice to the
         Revolving Lenders of the effectiveness of any such designation of an
         additional Denomination Currency.

         2.17 RESIGNATION OR REMOVAL OF THE FOREIGN CURRENCY FRONTING LENDER.
(a) In the event that the Foreign Currency Fronting Lender shall so elect, the
Foreign Currency Fronting Lender may resign as Foreign Currency Fronting Lender
upon 30 days' written notice to the Borrower and the Agents. Any Foreign
Currency Loans made by the Foreign Currency Fronting Lender which are
outstanding on such termination date shall be due and payable on such
termination date.

                  (b) In the event that the Foreign Currency Fronting Lender
         shall cease to serve as such pursuant to Section 2.17(a), the Borrower
         may designate another Revolving Lender reasonably acceptable to the
         Administrative Agent to serve as "Foreign Currency Fronting Lender"
         with respect to


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         Foreign Currency Loans; provided, however, that no Revolving Lender
         shall be so designated without its agreement (in its sole discretion)
         to serve as the "Foreign Currency Fronting Lender" with respect to
         Foreign Currency Loans hereunder. Upon any such designation and the
         acceptance thereof by the applicable Revolving Lender (with such
         acceptance to be evidenced by an agreement with, and in form and
         substance satisfactory to, the Agents and the Borrower and pursuant to
         which such Revolving Lender agrees to be bound by the terms hereof
         applicable to the Foreign Currency Fronting Lender), such Revolving
         Lender shall be deemed to be the "Foreign Currency Fronting Lender"
         with respect to all Denomination Currencies for all purposes under this
         Agreement and the other Loan Documents.

                  (c) During any period when no substitute Foreign Currency
         Fronting Lender has been duly appointed in accordance with the terms of
         Section 2.17(b), the right of the Borrower to borrow in any
         Denomination Currency shall be suspended.

                                  ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

                  (a) Any and all payments by the Borrower to or for the account
         of the Administrative Agent, the Syndication Agent, the Foreign
         Currency Fronting Lender or any Syndicated Lender under any Loan
         Document shall be made free and clear of and without deduction for any
         and all present or future taxes, duties, levies, imposts, deductions,
         assessments, fees, withholdings or similar charges, and all liabilities
         with respect thereto, excluding, in the case of the Administrative
         Agent, the Syndication Agent, the Foreign Currency Fronting Lender, and
         each Syndicated Lender, taxes imposed on or measured by its net income,
         and franchise taxes imposed on it (in lieu of net income taxes), by the
         jurisdiction (or any political subdivision thereof) under the Laws of
         which the Administrative Agent or such Lender, as the case may be, is
         organized or maintains a lending office (all such non-excluded taxes,
         duties, levies, imposts, deductions, assessments, fees, withholdings or
         similar charges, and liabilities being hereinafter referred to as
         "TAXES"). If the Borrower shall be required by any Laws to deduct any
         Taxes from or in respect of any sum payable under any Loan Document to
         the Administrative Agent, the Syndication Agent, the Foreign Currency
         Fronting Lender or any Syndicated Lender, (i) the sum payable shall be
         increased as necessary so that after making all required deductions
         (including deductions applicable to additional sums payable under this
         Section 3.01), the Administrative Agent, the Foreign Currency Fronting
         Lender, or such Syndicated Lender, as the case may be, receives an
         amount equal to the sum it would have received had no such deductions
         been made, (ii) the Borrower shall make such deductions, (iii) the
         Borrower shall pay the full amount deducted to the relevant taxation
         authority or other authority in accordance with applicable Laws, and
         (iv) within 30 days after the date of such payment, the Borrower shall
         furnish to the Administrative Agent (which shall forward the same to
         the Foreign Currency Fronting Lender or such Syndicated Lender, as the
         case may be) the original or a certified copy of a receipt evidencing
         payment thereof.

                  (b) In addition, the Borrower agrees to pay any and all
         present or future stamp, court or documentary taxes and any other
         excise or property taxes or charges or similar levies which arise from
         any payment made under any Loan Document or from the execution,
         delivery, performance, enforcement or registration of, or otherwise
         with respect to, any Loan Document (hereinafter referred to as "OTHER
         TAXES").

                  (c) If the Borrower shall be required to deduct or pay any
         Taxes or Other Taxes from or in respect of any sum payable under any
         Loan Document to the Administrative Agent, the Foreign Currency
         Fronting Lender, or any Syndicated Lender, the Borrower shall also pay
         to the Administrative Agent (for the account of the Foreign Currency
         Fronting Lender or such Syndicated Lender, as the case may be), at the
         time interest is paid, such additional amount that such Lender


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         specifies is necessary to preserve the after-tax yield (after factoring
         in all taxes, including taxes imposed on or measured by net income) the
         Foreign Currency Fronting Lender or such Syndicated Lender would have
         received if such Taxes or Other Taxes had not been imposed.

                  (d) The Borrower agrees to indemnify the Administrative Agent,
         the Syndication Agent, the Foreign Currency Fronting Lender and each
         Syndicated Lender for (i) the full amount of Taxes and Other Taxes
         (including any Taxes or Other Taxes imposed or asserted by any
         jurisdiction on amounts payable under this Section) paid by the
         Administrative Agent, the Foreign Currency Fronting Lender or such
         Syndicated Lender, (ii) amounts payable under Section 3.01(c) (Taxes)
         and (iii) any liability (including penalties, interest and expenses)
         arising therefrom or with respect thereto, in each case whether or not
         such Taxes or Other Taxes were correctly or legally imposed or asserted
         by the relevant Governmental Authority. Payment under this clause (d)
         shall be made within 30 days after the date the Foreign Currency
         Fronting Lender, the applicable Syndicated Lender or the Administrative
         Agent makes a demand therefor together with appropriate supporting
         documentation.

         3.02 ILLEGALITY.

                  (a) If any Syndicated Lender determines that any Law has made
         it unlawful, or that any Governmental Authority has asserted that it is
         unlawful, for any Syndicated Lender or its applicable Lending Office to
         make, maintain or fund Eurodollar Rate Loans as it would otherwise be
         obligated hereunder to make, maintain or fund, or materially restricts
         the authority of such Lender to purchase or sell, or to take deposits
         of, Dollars in the applicable Eurodollar interbank market, or to
         determine or charge interest rates based upon the Eurodollar Rate,
         then, on notice thereof by such Syndicated Lender to the Borrower
         through the Administrative Agent, any obligation existing hereunder of
         such Syndicated Lender to make or Continue Eurodollar Rate Loans or to
         Convert Base Rate Loans to Eurodollar Rate Loans shall be suspended
         until such Syndicated Lender notifies the Administrative Agent and the
         Borrower that the circumstances giving rise to such determination no
         longer exist. Upon receipt of such notice, the Borrower shall, upon
         demand from such Syndicated Lender (with a copy to the Administrative
         Agent), prepay or, if applicable, Convert all Eurodollar Rate Loans of
         such Syndicated Lender to Base Rate Loans, either on the last day of
         the Interest Period thereof, if such Syndicated Lender may lawfully
         continue to maintain such Eurodollar Rate Loans to such day, or
         immediately, if such Syndicated Lender may not lawfully continue to
         maintain such Eurodollar Rate Loans. Upon any such prepayment or
         Conversion, the Borrower shall also pay accrued and unpaid interest on
         the amount so prepaid or Converted. Each Syndicated Lender agrees to
         designate a different Lending Office if such designation will avoid the
         need for such notice and will not, in the good faith judgment of such
         Syndicated Lender, otherwise be materially disadvantageous to such
         Lender.

                  (b) If the Foreign Currency Fronting Lender determines that
         any Law has made it unlawful, or that any Governmental Authority has
         asserted that it is unlawful, for the Foreign Currency Fronting Lender
         or its applicable Lending Office to make, maintain or fund Eurocurrency
         Rate Loans as it would otherwise be obligated hereunder to make,
         maintain or fund, or materially restricts the authority of the Foreign
         Currency Fronting Lender to purchase or sell, or to take deposits of,
         Dollars in the applicable Eurodollar interbank market, or to determine
         or charge interest rates based upon the Eurocurrency Rate, then, on
         notice thereof by the Foreign Currency Fronting Lender to the Borrower
         (with a copy to the Administrative Agent), any obligation existing
         hereunder of the Foreign Currency Fronting Lender to make or Continue
         Eurocurrency Rate Loans shall be suspended until the Foreign Currency
         Fronting Lender notifies the Administrative Agent and the Borrower that
         the circumstances giving rise to such determination no longer exist.
         Upon receipt of such notice, the Borrower shall, upon demand from the
         Foreign Currency Fronting Lender (with a copy to the Administrative
         Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans
         of the Foreign Currency Fronting Lender


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         to Revolving Loans that are denominated in Dollars and bearing interest
         at the Base Rate either on the last day of the Interest Period thereof,
         if the Foreign Currency Fronting Lender may lawfully continue to
         maintain such Eurocurrency Rate Loans to such day, or immediately, if
         the Foreign Currency Fronting Lender may not lawfully continue to
         maintain such Eurocurrency Rate Loans. Upon any such prepayment or
         conversion, the Borrower shall also pay accrued and unpaid interest on
         the amount so prepaid or converted. The Foreign Currency Fronting
         Lender agrees to designate a different Lending Office if such
         designation will avoid the need for such notice and will not, in the
         good faith judgment of the Foreign Currency Fronting Lender, otherwise
         be materially disadvantageous to it.

                  (c) Notwithstanding any other provision of this Agreement, if
         any Revolving Lender determines that any Law has made it unlawful, or
         that any Governmental Authority has asserted that it is unlawful, for
         such Revolving Lender to purchase a participating interest in any
         Foreign Currency Loan, such Revolving Lender shall use commercially
         reasonable efforts (including commercially reasonable efforts to change
         the office in which it is booking such participating interest) to avoid
         such prohibition, provided, that such commercially reasonable efforts
         will not, in the good faith judgment of such Revolving Lender,
         otherwise be materially disadvantageous to it or contrary to its
         policies. In the event that such efforts are not sufficient to avoid
         such prohibition, (i) such Revolving Lender shall be deemed to be a
         Non-Funding Lender with respect to such participating interest and the
         Foreign Currency Loan to which it relates (except that such Revolving
         Lender shall not forfeit its voting rights under this Agreement solely
         as a result of becoming a Non-Funding Lender pursuant to the provisions
         of this clause (c)), (ii) such Revolving Lender shall promptly notify
         the Administrative Agent, the Foreign Currency Fronting Lender and the
         Borrower and of such prohibition and (iii) the agreements of the
         Foreign Currency Fronting Lender to make further Foreign Currency Loans
         hereunder shall be suspended forthwith.

         3.03 INABILITY TO DETERMINE RATES.

                  (a) If the Administrative Agent or the Required Lenders
         determine in connection with any request for a Eurodollar Rate Loan or
         a Conversion to or Continuation of a Eurodollar Rate Loan that (a)
         deposits in Dollars are not being offered to banks in the London
         interbank market for the applicable amount and Interest Period of such
         Eurodollar Rate Loan, (b) adequate and reasonable means do not exist
         for determining the Eurodollar Base Rate for such Eurodollar Rate Loan,
         or (c) the Eurodollar Base Rate for such Eurodollar Rate Loan does not
         adequately and fairly reflect the cost to the Lenders of funding such
         Eurodollar Rate Loan, the Administrative Agent (following notice from
         the Required Lenders if they make such determination) will promptly
         notify the Borrower and all Lenders thereof. Thereafter, the obligation
         of the Lenders to make or maintain Eurodollar Rate Loans shall be
         suspended until the Administrative Agent revokes such notice. Upon
         receipt of such notice, the Borrower may revoke any pending request for
         a Borrowing of, Conversion to or Continuation of Eurodollar Rate Loans
         or, failing that, will be deemed to have converted such request into a
         request for a Borrowing of Base Rate Loans in the amount specified
         therein.

                  (b) If the Foreign Currency Fronting Lender determines in
         connection with any request for a Eurocurrency Rate Loan, or a
         Continuation of a Eurocurrency Rate Loan, that (a) deposits in the
         applicable Denomination Currency are not being offered to banks in the
         London interbank market for the applicable amount and Interest Period
         of such Eurocurrency Rate Loan, (b) adequate and reasonable means do
         not exist for determining the Eurocurrency Base Rate for such
         Eurocurrency Rate Loan, or (c) the Eurocurrency Base Rate for such
         Eurocurrency Rate Loan does not adequately and fairly reflect the cost
         to the Foreign Currency Fronting Lender of funding such Eurocurrency
         Rate Loan, the Foreign Currency Fronting Lender will promptly notify
         the Borrower, the Administrative Agent and all Revolving Lenders
         thereof. Thereafter, the obligation of the Foreign Currency Fronting
         Lender to make or maintain Eurocurrency Rate Loans shall be suspended
         until the Foreign Currency


                                       81


         Fronting Lender revokes such notice. Upon receipt of such notice, the
         Borrower may revoke any pending request for a Borrowing or Continuation
         of Eurocurrency Rate Loans or, failing that, will be deemed to have
         converted such request into a request for a Borrowing of Revolving
         Loans denominated in Dollars in an amount equal to the Dollar
         Equivalent of the amount specified therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

                  (a) If any Lender determines that as a result of the
         introduction of or any change in or in the interpretation of any Law,
         or such Lender's compliance therewith, there shall be any increase in
         the cost to such Lender of agreeing to make or making, funding,
         maintaining or purchasing participations in Eurodollar Rate Loans or
         Foreign Currency Loans or issuing or participating in Letters of
         Credit, or a reduction in the amount received or receivable by such
         Lender in connection with any of the foregoing (excluding for purposes
         of this clause (a) any such increased costs or reduction in amount
         resulting from (i) Taxes or Other Taxes (as to which Section 3.01
         (Taxes) shall govern), (ii) changes in the basis of taxation of overall
         net income or overall gross income by the United States or any foreign
         jurisdiction or any political subdivision of either thereof under the
         Laws of which such Lender is organized or has its Lending Office, and
         (iii) reserve requirements utilized, as to Eurodollar Rate Loans, in
         the determination of the Eurodollar Rate and Eurocurrency Rate Loans,
         in the determination of the Eurocurrency Rate), then from time to time
         upon demand of such Lender together with appropriate supporting
         documentation (with a copy of such demand and documentation to the
         Administrative Agent), the Borrower shall pay to such Lender such
         additional amounts as will compensate such Lender for such increased
         cost or reduction.

                  (b) If any Lender determines that the introduction of any Law
         regarding capital adequacy or any change therein or in the
         interpretation thereof, or compliance by such Lender (or its Lending
         Office) therewith, has the effect of reducing the rate of return on the
         capital of such Lender or any Person controlling such Lender as a
         consequence of such Lender's obligations hereunder (taking into
         consideration its policies with respect to capital adequacy and such
         Lender's desired return on capital), then from time to time upon demand
         of such Lender together with appropriate supporting documentation (with
         a copy of such demand and documentation to the Administrative Agent),
         the Borrower shall pay to such Lender such additional amounts as will
         compensate such Lender for such reduction.

         3.05 FUNDING LOSSES. Upon demand of any Lender together with
appropriate supporting documentation (with a copy of such demand and
documentation to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it, if any, as a result of:

                  (a) any Continuation, Conversion, payment or prepayment of any
         Loan other than a Base Rate Loan on a day other than the last day of
         the Interest Period for such Loan (whether voluntary, mandatory,
         automatic, by reason of acceleration, or otherwise); or

                  (b) any failure by the Borrower (for a reason other than the
         failure of such Lender to make a Loan) to prepay, borrow, Continue or
         Convert any Loan other than a Base Rate Loan on the date or in the
         amount notified by the Borrower;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

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         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05 (Funding Losses), each Lender shall be deemed to
have funded each Eurodollar Rate Loan made by it at the Interbank Offered Rate
used in determining the Eurodollar Rate for such Loan by a matching deposit or
other borrowing in the applicable Eurodollar interbank market for Dollars for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate
of the Administrative Agent, the Foreign Currency Fronting Lender or any Lender
claiming compensation under this Article III (Taxes, Yield Protection and
Illegality) and setting forth in reasonable detail the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

         3.07 SUBSTITUTION OF LENDERS. (a) In the event that

                  (i) (A) (I) the Borrower is required to make any payment
         pursuant to Section 3.01 (Taxes) that is attributable to a particular
         Syndicated Lender, (II) it becomes illegal for any Syndicated Lender to
         continue to fund or make any Eurodollar Rate Loan and such Syndicated
         Lender notifies the Borrower pursuant to Section 3.02 (Illegality),
         (III) any Lender makes a claim under Section 3.04 (Increased Costs and
         Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans) or
         (IV) any Syndicated Lender becomes a Defaulting Lender,

                           (B) in the case of clause (i)(A)(III) above, as a
         consequence of increased costs in respect of which such claim is made,
         the effective rate of interest payable to such Syndicated Lender under
         this Agreement with respect to its Loans materially exceeds the
         effective average annual rate of interest payable to the Required
         Lenders under this Agreement, and

                           (C) in the case of clause (i)(A)(I), (II) and (III)
         above, Syndicated Lenders holding at least 75% of the Aggregate
         Revolving Credit Commitments and Syndicated Lenders holding at least
         75% of the Term Loan Commitments are not subject to such increased
         costs or illegality, payment or proceedings (any such Lender (other
         than the Foreign Currency Fronting Lender), a "COST AFFECTED LENDER"),
         or

                  (ii) any Syndicated Lender determines that as a result of any
         Gaming Law or the requirements of any Gaming Authority, or any Agent's
         or Syndicated Lender's compliance with such Laws or requirements, there
         shall be any increase in the cost to such Syndicated Lender of agreeing
         to make or making, funding or maintaining any Loans or (as the case may
         be) issuing or participating in Letters of Credit, including any costs
         of compliance with any licensing requirements pursuant to any
         regulations of any Gaming Authorities or other Gaming Laws and any
         costs incurred as a result of responding to inquiries or information
         requests from any Gaming Authority and such Syndicated Lender has
         requested reimbursement for such increased costs from the Borrower (any
         such Syndicated Lender, together with the Cost Affected Lenders,
         collectively, the "AFFECTED LENDERS"),

         the Borrower may substitute any Syndicated Lender and, if reasonably
         acceptable to the Administrative Agent, any other Eligible Assignee (a
         "SUBSTITUTE INSTITUTION") for such Affected Lender hereunder, after
         delivery of a written notice (a "SUBSTITUTION NOTICE") within a
         reasonable time (in any case not to exceed 90 days) following the
         occurrence of any of the events described in clause (i)(A)(I), (II),
         (III) or (IV) above by the Borrower to the Administrative Agent and the
         Affected Lender that the Borrower intends to make such substitution;
         provided, however, that, in the case of any Cost Affected Lender, if
         more than one such Lender claims increased costs,


                                       83


         illegality or right to payment arising from the same act or condition
         and such claims are received by the Borrower within 30 days of each
         other, then the Borrower may substitute all, but not (except to the
         extent the Borrower has already substituted one of such Cost Affected
         Lenders before the Borrower's receipt of the other Cost Affected
         Lenders' claim) less than all, such Lenders making such claims.

                  (b) If the Substitution Notice was properly issued under this
         Section 3.07, the Affected Lender shall sell, and the Substitute
         Institution shall purchase, all rights and claims of such Affected
         Lender under the Loan Documents and the Substitute Institution shall
         assume, and the Affected Lender shall be relieved of, the Affected
         Lender's Revolving Credit Commitments and all other prior unperformed
         obligations of the Affected Lender under the Loan Documents (other than
         in respect of any damages (other than exemplary or punitive damages, to
         the extent permitted by applicable Law) in respect of any such
         unperformed obligations). Such purchase and sale (and the corresponding
         assignment of all rights and claims under this Agreement) shall be
         effective on (and not earlier than) the later of (i) the receipt by the
         Affected Lender of its Pro Rata Revolving Share of the Outstanding
         Amount under the Revolving Credit Facility and its Pro Rata Term Share
         of the Term Loan, together with any other Obligations owing to it, (ii)
         the receipt by the Administrative Agent of an agreement in form and
         substance reasonably satisfactory to it and the Borrower whereby the
         Substitute Institution shall agree to be bound by the terms of this
         Agreement and (iii) the payment in full to the Affected Lender in cash
         of all fees, unreimbursed costs and expenses and indemnities accrued
         and unpaid through such effective date. Upon the effectiveness of such
         sale, purchase and assumption, the Substitute Institution shall become
         a "LENDER" hereunder for all purposes of this Agreement having a
         Commitment, in the amount of such Affected Lender's Commitment assumed
         by it and such Commitment of the Affected Lender shall be terminated;
         provided, however, that all indemnities under the Loan Documents shall
         continue in favor of such Affected Lender in accordance with the terms
         of this Agreement.

                  (c) Each Syndicated Lender agrees that, if it becomes an
         Affected Lender and its rights and claims are assigned hereunder to a
         Substitute Institution pursuant to this Section 3.07, it shall execute
         and deliver to the Administrative Agent an Assignment and Acceptance to
         evidence such assignment, together with any Note (if such Loans are
         evidenced by a Note) evidencing the Loans subject to such Assignment
         and Acceptance; provided, however, that the failure of any Affected
         Lender to execute an Assignment and Acceptance shall not render such
         assignment invalid.

         3.08 SURVIVAL. All of the Borrower's obligations under this Article III
(Taxes, Yield Protection and Illegality) shall survive the termination of the
Commitments and repayment in full of all Obligations.

                                   ARTICLE IV

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01 CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSIONS. The obligation
of each Lender on the Closing Date to make any Loan and of each L/C Issuer on
the Closing Date to issue or maintain any Letter of Credit is subject to the
satisfaction of each of the following conditions precedent:

                  (a) Certain Documents. Unless either (x) waived by (A) the
         Agents with respect to immaterial matters or (B) all of the Lenders in
         all other cases, or (y) deferred to a reasonable date after the Closing
         Date at the reasonable discretion of the Agents pursuant to a
         post-closing agreement entered into on or prior to the Closing Date, in
         form and substance reasonably satisfactory to the Agents and the
         Borrower, between the Borrower and the Agents, a copy of which will be
         furnished to


                                       84


         each of the Lenders, the Administrative Agent shall have received on or
         prior to the Closing Date each of the following, each dated the Closing
         Date unless otherwise indicated or agreed to by the Agents, in form and
         substance reasonably satisfactory to the Agents:

                           (i) this Agreement, duly executed and delivered by
                  the Borrower and, for the account of each Lender requesting
                  the same, a Note or Notes of the Borrower conforming to the
                  requirements set forth herein;

                           (ii) the Guaranty, duly executed by each Guarantor;

                           (iii) the Pledge and Security Agreement, duly
                  executed by the Borrower and each Guarantor, together with
                  each of the following:

                                    (A) evidence satisfactory to the Agents
                           that, upon the filing and recording of instruments
                           delivered at the Closing Date, the Administrative
                           Agent (for the benefit of the Secured Parties) shall
                           have a valid and perfected first priority security
                           interest in the Collateral (subject to only those
                           Permitted Liens having priority over the Liens
                           granted to the Administrative Agent), including (x)
                           such documents duly executed by each Loan Party as
                           the Agents may request with respect to the perfection
                           of the Administrative Agent's security interests in
                           the Collateral pursuant to the terms of the
                           Collateral Documents (including financing statements
                           under the UCC, patent, trademark and copyright
                           security agreements suitable for filing with the U.S.
                           Patent and Trademark Office or the U.S. Copyright
                           Office, as the case may be, and other applicable
                           documents under the laws of any jurisdiction with
                           respect to the perfection of Liens created by the
                           Pledge and Security Agreement) and (y) copies of UCC
                           search reports as of a recent date listing all
                           effective financing statements that name any Loan
                           Party as debtor, together with copies of such
                           financing statements, none of which shall cover the
                           Collateral except for those that shall be terminated
                           on the Closing Date or evidence Permitted Liens;

                                    (B) share certificates representing all of
                           the certificated Pledged Stock being pledged pursuant
                           to the Pledge and Security Agreement and stock powers
                           or other appropriate instruments of transfer for the
                           certificates evidencing such Pledged Stock executed
                           in blank;

                                    (C) all instruments representing Pledged
                           Notes being pledged pursuant to the Pledge and
                           Security Agreement duly endorsed in favor of the
                           Administrative Agent or executed in blank;

                                    (D) Deposit Account Control Agreements from
                           all Deposit Account Banks to the extent required by
                           Section 6.18 (Control Accounts; Approved Deposit
                           Accounts); and

                                    (E) Securities Account Control Agreements
                           from (1) all securities intermediaries with respect
                           to all Securities Accounts and Securities
                           Entitlements of the Borrower and such each Guarantor
                           and (2) all futures commission agents and clearing
                           houses with respect to all commodities contracts and
                           commodities accounts held by the Borrower and each
                           Guarantor;

                           (iv) subject to Section 6.15 (Collateral Access
                  Agreements and Bailee's Letters), the Collateral Access
                  Agreements and Bailee's Letters as set forth on Schedule 6.15
                  (Collateral Access Agreements and Bailee's Letters);

                                       85


                           (v) a favorable opinion of (A) Kane Kessler, P.C.,
                  counsel to the Loan Parties, in substantially the form of
                  Exhibit I (Form of Opinion of Counsel for the Loan Parties)
                  and (B) counsel to the Loan Parties in Delaware, Indiana and
                  Pennsylvania, each in form and substance satisfactory to the
                  Agents, and in the case of all legal opinions delivered
                  pursuant to this Agreement, addressed to the Agents and the
                  Lenders and addressing such other matters as any Lender
                  through the Administrative Agent may reasonably request;

                           (vi) a copy of each Closing Related Document
                  certified as being complete and correct by a Responsible
                  Officer of the Borrower;

                           (vii) a copy of the articles or certificate of
                  incorporation (or equivalent Constituent Document) of each
                  Loan Party, certified as of a recent date by the Secretary of
                  State of the state of organization of such Loan Party,
                  together with certificates of such official attesting to the
                  good standing of each such Loan Party in such State;

                           (viii) a certificate of the Secretary or an Assistant
                  Secretary of each Loan Party certifying (A) the names and true
                  signatures of each officer of such Loan Party that has been
                  authorized to execute and deliver any Loan Document or any
                  other document required hereunder to be executed and delivered
                  by or on behalf of such Loan Party, (B) the by-laws (or
                  equivalent Constituent Document) of such Loan Party as in
                  effect on the date of such certification, (C) the resolutions
                  of such Loan Party's Board of Directors (or equivalent
                  governing body) approving and authorizing the execution,
                  delivery and performance of this Agreement and the other Loan
                  Documents to which it is a party and (D) that there have been
                  no changes in the certificate of incorporation (or equivalent
                  Constituent Document) of such Loan Party from the certificate
                  of incorporation (or equivalent Constituent Document)
                  delivered pursuant to clause (vii) above;

                           (ix) a certificate of a Responsible Officer of the
                  Borrower, stating that the Borrower is Solvent after giving
                  effect to the initial Loans and Letters of Credit, the
                  application of the proceeds thereof in accordance with Section
                  6.12 (Use of Proceeds) and the payment of all estimated
                  Attorney Costs, and accounting and other fees related hereto
                  and to the other Loan Documents and the transactions
                  contemplated hereby and thereby;

                           (x) a certificate of a Responsible Officer of the
                  Borrower to the effect that (A) the conditions set forth in
                  Section 4.02(b) (Conditions to Each Credit Extension) have
                  been satisfied and (B) no litigation or administrative
                  proceeding, or development in any litigation or administrative
                  proceeding shall have been commenced against any Loan Party
                  that has had or could reasonably be expected to result in a
                  Material Adverse Effect or have a material adverse effect on
                  the ability of the parties to consummate the AHI Acquisition,
                  the funding of the initial Credit Extensions under this
                  Agreement or any of the other Closing Transactions;

                           (xi) a certificate of a Responsible Officer of the
                  Borrower specifying all information necessary for the
                  Administrative Agent and the Lenders to issue wire transfer
                  instructions on behalf of each of the Loan Parties for the
                  initial and subsequent Loans and/or advances to be made under
                  this Agreement, including disbursement authorizations, in form
                  reasonably acceptable to the Agents;

                           (xii) evidence reasonably satisfactory to the Agents
                  that the Insurance Coverage required by Section 6.07
                  (Maintenance of Insurance) or by any Collateral Document is in
                  full force and effect, together with endorsements naming the
                  Administrative Agent, on behalf of the Secured Parties, as an
                  additional insured or loss payee, as the case may be, under
                  all Insurance Coverage to be maintained with respect to the
                  properties of the Borrower and the Guarantors; and

                                       86


                           (xiii) such other certificates, documents, agreements
                  and information (including information with respect to
                  Environmental Liabilities) respecting any Loan Party as any
                  Lender through the Administrative Agent may reasonably
                  request.

                  (b) Fee and Expenses Paid. There shall have been paid to the
         Administrative Agent, for the account of the Agents, the Arrangers and
         the Lenders, as applicable, all fees and expenses (including Attorney
         Costs) due and payable on or before the Closing Date (including all
         such fees described in the Agent/Arranger Fee Letter); provided, that
         any such fees payable on the Closing Date pursuant to the
         Agent/Arranger Fee Letter shall be paid by the Borrower as provided
         therein.

                  (c) Consummation of Closing Transactions; Etc.

                           (i) the Agents shall have received a certificate from
                  a Responsible Officer of the Borrower, for the benefit of the
                  Agents, the Lenders and the L/C Issuers, certifying that the
                  Closing Transactions (other than the initial Credit
                  Extensions) have been consummated or shall be consummated
                  simultaneously or immediately following the making of the
                  initial Credit Extensions under this Agreement, in accordance
                  with this Agreement, the AHI Acquisition Documents, the
                  Sponsor Equity Documents, and all other related documentation
                  (without any waiver, amendment or modification of any material
                  provision thereof (other than non-material waivers, amendments
                  or modifications that do not materially adversely affect the
                  interests of the Arrangers, the Administrative Agent or the
                  Lenders), except with the prior written consent of the
                  Arrangers (not to be unreasonably withheld));

                           (ii) the Administrative Agent shall have received (A)
                  certificates representing all of the Stock of AHI acquired on
                  the Closing Date (which shall be at least 90% of the Stock of
                  AHI), together with stock powers or other appropriate
                  instruments of transfer for such certificates executed in
                  blank and such Stock shall be pledged pursuant to the Pledge
                  and Security Agreement and (B) in the event that the Borrower
                  has acquired greater than 90% but less than 100% of the Stock
                  of AHI on the Closing Date, (I) evidence that Borrower shall
                  have executed a certificate of merger in form and substance
                  appropriate to consummate a "short-form" merger transaction
                  under the laws of the State of Delaware and otherwise
                  reasonably satisfactory to the Agents and (II) certificates
                  representing all of the Stock of a wholly-owned Subsidiary of
                  the Borrower, newly formed to consummate the AHI Acquisition,
                  together with stock powers or other appropriate instruments of
                  transfer for such certificates executed in blank and such
                  Stock shall be pledged pursuant to the Pledge and Security
                  Agreement;

                           (iii) the Agents shall be satisfied with (A) any
                  material amendments to the AHI Securities Purchase Agreement
                  and the schedules thereto, (B) any material change to the
                  structure of the AHI Acquisition or any of the other Closing
                  Transactions (other than the initial Credit Extensions) from
                  that previously described to the Arrangers and (C) each
                  Closing Related Document; and

                           (iv) the Agents shall have received satisfactory
                  evidence that AHI shall have received not less than
                  $350,000,000 in aggregate gross cash proceeds raised by the
                  Borrower from the issuance of Equity Securities pursuant to
                  the Sponsor Equity Financing.

                  (d) Refinanced Indebtedness.

                           (i) the Agents shall have received reasonably
                  satisfactory evidence that all loans and other obligations
                  under the Existing Jarden Credit Agreement shall have been
                  repaid in full, (A) the Existing Jarden Credit Agreement and
                  all Loan Documents (as defined therein) shall have



                                       87


                  been terminated on terms satisfactory to the Arrangers,
                  including the release of all Liens granted to the Existing
                  Jarden Agent pursuant thereto and (B) the Administrative Agent
                  shall have received a payoff letter duly executed and
                  delivered by the Borrower and the Existing Jarden Agent or
                  other evidence of such termination in each case in form and
                  substance reasonably satisfactory to the Agents;

                           (ii) the Agents shall have received satisfactory
                  evidence that all loans and other obligations under the
                  Existing AHI Credit Agreement shall have been repaid in full,
                  (A) the Existing AHI Credit Agreement and all Loan Documents
                  (as defined therein) shall have been terminated on terms
                  reasonably satisfactory to the Agents, including the release
                  of all Liens granted to the Existing AHI Agent and (B) the
                  Administrative Agent shall have received a payoff letter duly
                  executed and delivered by AHI and the Existing AHI Agent or
                  other evidence of such termination in each case in form and
                  substance reasonably satisfactory to the Agents; and

                           (iii) the Agents shall have received satisfactory
                  evidence that all loans outstanding under, and all other
                  amounts due in respect of, the Refinanced Indebtedness (other
                  than the Refinanced Indebtedness described in the foregoing
                  clauses (i) and (ii)) specified on Schedule 4.01(d)
                  (Refinanced Indebtedness) shall have been repaid in full (or
                  satisfactory arrangements made for such repayment) and the
                  commitments thereunder shall have been permanently terminated.

                  (e) Financial Statements of the Borrower. The Lenders shall
         have received (i) to the extent publicly unavailable prior to the date
         hereof, audited consolidated and unaudited consolidating (other than
         with respect to statements of Stockholders' Equity) balance sheets and
         related statements of income, Stockholders' Equity and cash flows of
         the Borrower and its Subsidiaries (prior to giving effect to the AHI
         Acquisition) for the three fiscal years ended on or before December 31,
         2003, in each case, prepared in accordance with, or reconciled to, GAAP
         and (ii) to the extent completed and available, unaudited consolidated
         and consolidating (other than with respect to statements of
         Stockholders' Equity) balance sheets and related statements of income,
         Stockholders' Equity and cash flows of the Borrower and its
         Subsidiaries (prior to giving effect to the AHI Acquisition) for each
         completed fiscal quarter since the date of the most recent audited
         financial statements, which unaudited financial statements (x) shall be
         in form and scope satisfactory to the Agents and (y) shall not be
         materially inconsistent with the financial statements previously
         provided to the Lenders.

                  (f) Financial Statements of the Acquired Business. The Lenders
         shall have received (i) to the extent publicly unavailable prior to the
         date hereof, audited consolidated and unaudited consolidating (other
         than with respect to statements of Stockholders' Equity) balance sheets
         and related statements of income, Stockholders' Equity and cash flows
         of the AHI Companies for the three fiscal years ended on or before
         December 31, 2003, in each case, prepared in accordance with, or
         reconciled to, GAAP and (ii) to the extent completed and available,
         unaudited consolidated and consolidating (other than with respect to
         statements of Stockholders' Equity) balance sheets and related
         statements of income, Stockholders' Equity and cash flows of the AHI
         Companies for each completed fiscal quarter since the date of such
         audited financial statements, which unaudited financial statements (x)
         shall be in form and scope satisfactory to the Agents and (y) shall not
         be materially inconsistent with the financial statements provided to
         the Lenders prior to the Closing Date (other than (i) with respect to
         the inclusion of deferred tax liabilities arising prior to the Closing
         Date with respect to the AHI Companies and (ii) such additional
         exceptions as may be reasonably acceptable to the Agents).

                  (g) Pro Forma Financial Statements; Projections.

                                       88


                           (i) The Lenders shall have received a pro forma
                  consolidated balance sheet of the Borrower as of December 31,
                  2004, adjusted to reflect the pro forma consolidated balance
                  sheet as of the Closing Date based on management's estimates
                  from and after December 31, 2004, after giving effect to the
                  Closing Transactions, together with a certificate of the chief
                  financial officer or treasurer of the Borrower to the effect
                  that such statements accurately present the pro forma
                  financial position of the Borrower and its Subsidiaries, and
                  the Lenders shall be satisfied that such balance sheet is not
                  materially inconsistent with the forecasts and other
                  information previously provided to the Lenders.

                           (ii) The Borrower shall have delivered its
                  projections (dated as of October 31, 2004) through the seventh
                  fiscal year after the Closing Date, prepared on an annual
                  basis.

         4.02 CONDITIONS PRECEDENT TO EACH CREDIT EXTENSION. The obligation of
each Syndicated Lender on any date (including the Closing Date) to make any
Loan, of the Foreign Currency Fronting Lender on any date (other than the
Closing Date) to make any Foreign Currency Loans and of each L/C Issuer on any
date (including the Closing Date) to issue any Letter of Credit is subject to
the satisfaction of each of the following conditions precedent:

                  (a) Request for Borrowing or Issuance of Letter of Credit. (i)
         With respect to any Loan (other than a Foreign Currency Loan), the
         Administrative Agent shall have received a duly executed Revolving Loan
         Notice, Term Loan Interest Rate Selection Notice, Swing Line Loan
         Notice, as the case may be, (ii) with respect to any Foreign Currency
         Loan, the Foreign Currency Fronting Lender and the Administrative Agent
         shall have received a duly executed Foreign Currency Loan Notice, and
         (iii) with respect to any Letter of Credit, the Administrative Agent
         and the L/C Issuer shall have received a duly executed Letter of Credit
         Application.

                  (b) Representations and Warranties; No Defaults. The following
         statements shall be true on the date of such Loan or issuance of a
         Letter of Credit, both before and after giving effect thereto and, in
         the case of any Loan, to the application of the proceeds therefrom:

                           (i) the representations and warranties set forth in
                  Article V (Representations and Warranties) and in the other
                  Loan Documents shall be true and correct on and as of the
                  Closing Date and shall be true and correct in all material
                  respects on and as of any such date after the Closing Date
                  with the same effect as though made on and as of such date,
                  except to the extent such representations and warranties
                  expressly relate to an earlier date, in which case such
                  representations and warranties shall have been true and
                  correct in all material respects as of such earlier date; and

                           (ii) no Default or Event of Default shall have
                  occurred and be continuing.

                  (c) No Legal Impediments. The making of the Loans or the
         issuance of such Letter of Credit on such date does not violate any Law
         (including any Gaming Law) in any material respect on the date of or
         immediately following such Loan or issuance of such Letter of Credit
         and is not enjoined, temporarily, preliminarily or permanently.

                  (d) Additional Matters. The Administrative Agent shall have
         received such additional documents, information and materials as any
         Lender, through the Administrative Agent, may reasonably request or, in
         the case of any Foreign Currency Loans, as the Foreign Currency
         Fronting Lender may reasonably request.

                                       89


         Each submission by the Borrower to the Administrative Agent of a
Revolving Loan Notice, Term Loan Interest Rate Selection Notice, Facilities
Increase Notice or Swing Line Loan Notice, as the case may be, and the
acceptance by the Borrower of the proceeds of each Loan requested therein, and
each submission by the Borrower to a L/C Issuer of a Letter of Credit
Application, and the issuance of each Letter of Credit requested therein, shall
be deemed to constitute a representation and warranty by the Borrower as to the
matters specified in clause (b) above on the date of the making of such Loan or
the issuance of such Letter of Credit.

         4.03 DETERMINATIONS OF INITIAL BORROWING CONDITIONS. For purposes of
determining compliance with the conditions specified in Section 4.01 (Conditions
Precedent to Initial Credit Extensions), each Lender shall be deemed to have
consented to, approved, accepted or be satisfied with, each document or other
matter required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall have
received notice from such Lender prior to the initial Borrowing or initial
issuance of Letters of Credit hereunder specifying its objection thereto and
such Lender shall not have made available to the Administrative Agent such
Lender's ratable portion of such Borrowing.

         4.04 CONDITIONS PRECEDENT TO EACH FACILITIES INCREASE.

         Each Facilities Increase is subject to the satisfaction of all of the
following conditions precedent:

                  (a) Certain Documents. The Administrative Agent shall have
         received on or prior to the Facilities Increase Date for such
         Facilities Increase each of the following, each dated such Facilities
         Increase Date unless otherwise indicated or agreed to by the Agents and
         each in form and substance satisfactory to the Agents:

                           (i) written commitments duly executed by the
                  applicable Incremental Term Loan Lenders in an aggregate
                  amount equal to the amount of the proposed Facilities Increase
                  (as agreed between the Borrower and the Agents but in any case
                  not to exceed, in the aggregate for all such Facilities
                  Increases, the maximum amount set forth in Section 2.01(b)
                  (Term Loan; Facilities Increase)) and, in the case of each
                  Incremental Term Loan Lender that is not an existing Lender at
                  the time of the applicable Facilities Increase, an assumption
                  agreement in form and substance reasonably satisfactory to the
                  Agents and the Borrower and duly executed by the Borrower, the
                  Agents and such Incremental Term Loan Lender;

                           (ii) an amendment to this Agreement, effective as of
                  the Facilities Increase Date and executed by the Borrower, the
                  Agents and the applicable Incremental Term Loan Lenders, to
                  the extent necessary to implement the terms and conditions of
                  the Facilities Increase (including interest rates, fees and
                  scheduled repayment dates and maturity), as agreed by the
                  Borrower and the Agents but, which, in any case, except for of
                  interest, fees, scheduled repayment dates and maturity, shall
                  not be applied materially differently to the Facilities
                  Increase and the existing Term Loan Facility;

                           (iii) certified copies of resolutions of the Board of
                  Directors of each Loan Party approving the consummation of
                  such Facilities Increase and the execution, delivery and
                  performance of the corresponding amendments to this Agreement
                  and the other Loan Documents to be executed in connection
                  therewith;

                                       90


                           (iv) a favorable opinion of counsel for the Loan
                  Parties, addressed to the Agents and the Lenders and in form
                  and substance and from counsel reasonably satisfactory to the
                  Agents; and

                           (v) such other document as the Agents may reasonably
                  request or as any Incremental Term Loan Lender participating
                  in such Facilities Increase may reasonably require as a
                  condition to its commitment in such Facilities Increase.

                  (b) Fee and Expenses Paid. There shall have been paid to the
         Administrative Agent, for the account of the Agents and the Lenders
         (including any Person becoming a Lender as part of such Facilities
         Increase on such Facilities Increase Date), as applicable, all fees and
         expenses (including Attorney Costs of the Agents) due and payable on or
         before the Facilities Increase Date (including all such fees described
         in the Fee Letters).

                  (c) Conditions to Each Credit Extension. (i) The conditions
         precedent set forth in Section 4.02 (Conditions Precedent to Each
         Credit Extension) shall have been satisfied both before and after
         giving effect to such Facilities Increase, (ii) such Facilities
         Increase shall be made on the terms and conditions set forth in Section
         2.01(b) (Term Loan; Facilities Increase) and (iii) the Borrower shall
         be in compliance with Section 6.14 (Financial Covenants) on such
         Facilities Increase Date for the most recently ended fiscal quarter for
         which financial statements are available pursuant to Section 6.01(a) or
         (b) (Financial Statements), on a pro forma basis both before and after
         giving effect to such Facilities Increase.

                  (d) Yield Maintenance. (i) The "all-in yield" (on a
         marked-to-market basis) of such Facilities Increase for the Term Loan
         Facility shall not exceed such all-in yield for the Closing Date Term
         Loan (after giving effect to any increase in the Applicable Margin
         applicable to the Closing Date Term Loan becoming effective on the
         Facilities Increase Date) and (ii) as of such Facilities Increase Date,
         the weighted average life of such Facilities Increase for the Term Loan
         Facility shall not be shorter than the weighted average life for the
         Closing Date Term Loan.


                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is a corporation, limited partnership, partnership or limited
liability company duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on its
business and to execute and deliver, and perform its obligations under, the
Transaction Documents and the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, except where the
failure so to qualify or be licensed could not reasonably be expected to have a
Material Adverse Effect, and (d) is in compliance with all applicable Laws
except where the failure to be in compliance with such Laws would not, in the
aggregate, have a Material Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION. (a) Except as set forth on
Schedule 5.02 (Conflicts), the execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party, have been duly
authorized by all necessary corporate or other Organizational Action


                                       91


(including the consent of stockholders where required), and do not and will not
(i) contravene or violate any of the terms of any of such Person's Constituent
Documents, (ii) conflict with or result in any breach or contravention of,
constitute a default under, or result in or permit the termination or
acceleration of, any material Contractual Obligation to which the Person is a
party, (iii) result in the creation or imposition of any Lien upon any property
of such Person or any of its Subsidiaries except for any Permitted Liens, or
(iv) violate any (x) any Gaming Law, the violation of which could reasonably be
expected to have a Material Adverse Effect, (y) any other Law (including
Regulations T, U and X of the FRB) or (z) order, injunction, writ or decree of
any Governmental Authority or arbitral award to which such Person or its
property is subject.

                  (b) Except as set forth on Schedule 5.02 (Conflicts), the
         execution, delivery and performance by each Loan Party of each
         Transaction Document (other than the Loan Documents) to which such
         Person is party, have been duly authorized by all necessary corporate
         or other Organizational Action (including the consent of stockholders
         where required), and do not and will not (i) contravene or violate any
         of the terms of any of such Person's Constituent Documents, (ii)
         conflict with or result in any breach or contravention of, constitute a
         default under, or result in or permit the termination or acceleration
         of, any material Contractual Obligation to which the Person is a party
         to the extent any of the foregoing circumstances described in this
         clause (ii) could not reasonably be expected to have a Material Adverse
         Effect, (iii) result in the creation or imposition of any Lien upon any
         property of such Person or any of its Subsidiaries except for any
         Permitted Liens, or (iv) violate any Law (including any Gaming Law),
         order, injunction, writ or decree of any Governmental Authority or
         arbitral award to which such Person or its property is subject, in each
         case, the violation of which could reasonably be expected to have a
         Material Adverse Effect.

         5.03 GOVERNMENTAL AND THIRD-PARTY AUTHORIZATION; GAMING AUTHORIZATIONS.

                  (a) No further approval, consent, exemption, authorization, or
         other action by, or notice to, or filing with, any Governmental
         Authority, including, to the best of the Company's knowledge after due
         inquiry, any Gaming Authority, or any other Person is necessary or
         required in connection with the execution, delivery or performance by,
         or enforcement against, any Loan Party of this Agreement, any other
         Loan Document, any Transaction Document which, in each instance, either
         (i) has not been obtained or effected or (ii) with respect to which the
         failure so to obtain or effect could not reasonably be expected to have
         a Material Adverse Effect.

                  (b) All Gaming Authorizations have been duly obtained and are
         in full force and effect in each jurisdiction where the business of the
         Borrower or its Subsidiaries require such Gaming Authorizations, except
         where any such failure to obtain such Gaming Authorizations or any such
         conflict or restriction could not reasonably be expected to result in,
         either individually or in the aggregate, a Material Adverse Effect.
         Neither the Borrower nor any of its Subsidiaries has received any
         written notice or other written communications from any Gaming
         Authority regarding (i) any revocation, withdrawal, suspension,
         termination or modification of, or the imposition of any material
         conditions with respect to, any Gaming Authorizations, or (ii) any
         other limitations on the conduct of business by the Borrower or any of
         its Subsidiaries, except where any such revocation, withdrawal,
         suspension, termination, modification, imposition or limitation could
         not reasonably be expected to result in, either individually or in the
         aggregate, a Material Adverse Effect.

         5.04 BINDING EFFECT. This Agreement, each Transaction Document has
been, and each other Loan Document, when delivered hereunder, will have been,
duly executed and delivered by each Loan Party that is party thereto. Each of
this Agreement and each Transaction Document constitutes, and each other Loan
Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is party
thereto in accordance with its terms, except


                                       92


as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization and other similar Laws relating to or affecting
creditors' rights generally and by the application of general equitable
principles (whether considered in proceedings at Law or in equity).

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

                  (a) Each of the Audited Financial Statements (i) was prepared
         in accordance with GAAP consistently applied with respect to accounting
         principles throughout the period covered thereby, except as otherwise
         expressly noted therein; (ii) fairly present in all material respects
         the financial condition of the Borrower and its Subsidiaries as of the
         date thereof and their results of operations for the period covered
         thereby; and (iii) show all material Indebtedness and other material
         liabilities, direct or contingent, of the Borrower and its
         Subsidiaries, including material liabilities for taxes, material
         commitments and material Indebtedness to the extent disclosure of the
         same (including disclosure in the notes to financial statements) would
         be required to be disclosed under GAAP.

                  (b) Each of the financial statements delivered pursuant to
         Section 4.01(f)(i) (Financial Statements of the Acquired Business): (i)
         was prepared in accordance with GAAP consistently applied with respect
         to accounting principles throughout the period covered thereby, except
         as otherwise expressly noted therein; (ii) fairly present in all
         material respects the financial condition of AHI and its Subsidiaries
         as of the date thereof and their results of operations for the period
         covered thereby; and (iii) show all material indebtedness and other
         material liabilities, direct or contingent, of AHI and its Subsidiaries
         as of the date thereof, including liabilities for taxes, material
         commitments and Indebtedness to the extent disclosure of the same
         (including disclosure in the notes to financial statements) would be
         required to be disclosed under GAAP.

                  (c) (i) The financial reports delivered pursuant to Section
         4.01(f)(ii) (Financial Statements of the Acquired Business) hereof were
         prepared in accordance with GAAP consistently applied with respect to
         accounting principles throughout the period covered thereby, except as
         otherwise expressly noted therein and except, in the case of the
         interim financial statements provided therewith, no footnoted
         disclosures required by GAAP were provided; and (ii) each of the pro
         forma financial statements, giving effect to the AHI Acquisition,
         delivered pursuant to Section 4.01(g) hereof (A) fairly presents in all
         material respects the pro forma financial condition of the Borrower and
         its Subsidiaries as of the date thereof on a pro forma basis, and (B)
         shows all direct, non-contingent material indebtedness and other
         material liabilities of the Borrower and its Subsidiaries as of the
         date thereof, including direct, non-contingent material liabilities for
         taxes, material commitments and material Indebtedness to the extent
         disclosure of the same (including disclosure in the notes to financial
         statements) would be required to be disclosed under GAAP, pro forma for
         the AHI Acquisition.

                  (d) Since December 31, 2003, there has been no event or
         circumstance that has had or could reasonably be expected to have a
         Material Adverse Effect; provided, that the Agents and the Lenders
         agree that the events and circumstances specified on Schedule 5.05 (MAE
         Matters) shall not, in and of themselves, be deemed to have a Material
         Adverse Effect to the extent arising prior to the Closing Date from the
         AHI Acquisition.

         5.06 LITIGATION. There are no actions, investigations, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower or
any of the Guarantors, threatened, at law, in equity, in arbitration or before
any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement, any other Loan Document or any Transaction
Document, or any of the transactions contemplated thereby or hereby, or (b) if
determined adversely, could reasonably be expected to have a Material Adverse
Effect.

                                       93


         5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing or would result from the consummation of the Closing
Transactions or the other transactions contemplated by this Agreement or any
other Loan Document.

         5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple to, or valid
leasehold interests in, all Real Property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, the property of the Borrower and its
Subsidiaries is subject to no Liens, other than Permitted Liens.

         5.09 ENVIRONMENTAL COMPLIANCE.

                  (a) The Borrower and each Subsidiary is and has been in
         compliance with all applicable Environmental Laws and has not received
         written notice of any unresolved potential liability, violation or
         delinquency with respect to any Environmental Law, including pursuant
         to any agreement with any Person, or any Permit or order from any
         Governmental Authority, other than any non-compliance, liabilities,
         violations or delinquencies that, individually or in the aggregate,
         could reasonably be expected to have a Material Adverse Effect.

                  (b) The Borrower and each Subsidiary has obtained all material
         Environmental Permits. Each Environmental Permit of the Borrower and
         each Subsidiary remains in full force and effect, is not subject to
         appeal or any pending or, to the knowledge of the Borrower, threatened
         administrative or judicial proceedings, other than administrative
         review processes in the ordinary course of pending renewals, and
         complete applications for all material new, modified or renewed
         Environmental Permits that are presently due or pending have been
         submitted on a timely basis except where the failure to obtain any such
         Environmental Permit, take any such action or where such appeal or
         proceeding would, if adversely determined, reasonably be expected,
         individually or in the aggregate, to have a Material Adverse Effect.
         Neither the Borrower nor any Subsidiary has received notice that any
         Environmental Permit will not be issued or renewed with terms and
         conditions that are consistent with the present or presently proposed
         operation of the relevant facility except to the extent that such
         refusal to issue or renew any such Environmental Permit could not
         reasonably be expected to have a Material Adverse Effect.

                  (c) There is no Environmental Claim pending or, to the
         knowledge of the Borrower, threatened against the Borrower or any
         Subsidiary or otherwise relating to any of the properties of such
         Persons, other than Environmental Claims that, individually or in the
         aggregate, could not reasonably be expected to have a Material Adverse
         Effect. Except as would not reasonably be expected, individually or in
         the aggregate, to result in a Material Adverse Effect, there are no
         past or present actions, activities, circumstances, conditions, events
         or incidents, including the production, use, sale, storage,
         transportation, handling, release, threatened release, emission,
         discharge, presence or disposal of any Hazardous Materials, that would
         reasonably be expected to form the basis of any Environmental Claim or
         prevent continued compliance with Environmental Laws relating to their
         respective businesses or any of their respective properties or against
         the Borrower or any Subsidiary.

                  (d) Neither the Borrower nor any Subsidiary is, or will be,
         required to incur material capital cost or expense to cause its
         operations or properties to achieve or maintain compliance with
         applicable Environmental Laws under current operational conditions,
         other than capital costs or expenses that could not, individually or in
         the aggregate, be reasonably expected to have a Material Adverse
         Effect.

                                       94


                  (e) To the knowledge of the Borrower, neither the Borrower nor
         any Subsidiary has manufactured, distributed or sold any
         asbestos-containing material during the five-year period ended on the
         Closing Date or at any time thereafter. Except as would not reasonably
         be expected, individually or in the aggregate, to result in a Material
         Adverse Effect, there are no pending or, to the knowledge of the
         Borrower, threatened proceedings against the Borrower or any of its
         Subsidiaries arising out of any lead-containing, silica-containing or
         asbestos-containing material or the exposure to or release thereof. In
         the five-year period ended on the Closing Date, except as set forth on
         Schedule 5.09 (Environmental Matters), there have been no proceedings
         against the Borrower or any of its Subsidiaries, to the knowledge of
         the Borrower, arising out of any asbestos-containing material or the
         exposure to or release thereof.

                  (f) Neither the Borrower nor any Subsidiary has any material
         obligation under any Contractual Obligation with any Person or pursuant
         to an order of a Governmental Authority for conducting any site
         investigation or cleanup other than any such obligations which could
         not reasonably be expected to have a Material Adverse Effect. Neither
         the Borrower nor any Subsidiary has, either expressly or by operation
         of law, assumed or undertaken any Environmental Liability or
         corrective, investigatory or remedial obligation of any other Person or
         for any business or property previously owned or operated by the
         Borrower or any Subsidiary relating to any Environmental Law, which,
         individually or in the aggregate, could reasonably be expected to have
         a Material Adverse Effect.

         5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies that are not
Affiliates of the Borrower, such Insurance Coverage being in such amounts (after
giving effect to any self-insurance compatible with the following standards,
including any such self-insurance disclosed on Schedule 5.10 (Insurance)), with
such deductibles and covering such risks as are, to the knowledge of the
Borrower, customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the Borrower or its Subsidiaries
operate. In addition to, and without being limited by, the foregoing, the
Borrower and its Subsidiaries are currently maintaining the Insurance Coverage
required by each of the Collateral Documents, and all premiums payable in
respect of such Insurance Coverage (other than in respect of any self-insurance)
are current and all such Insurance Coverage is in force and effect.

         5.11 TAXES.

                  (a) The Borrower and its Subsidiaries have filed with the
         appropriate Governmental Authorities all Federal, state and other
         material tax returns and reports (collectively, the "TAX RETURNS")
         required to be filed by the Borrower or any of its Tax Affiliates and
         have paid all Federal, state and other material taxes, assessments,
         fees and other governmental charges levied or imposed upon them or
         their properties, income or assets otherwise due and payable, except
         those which are being contested in good faith by appropriate
         proceedings diligently conducted and for which adequate reserves have
         been provided in accordance with GAAP. To the knowledge of the
         Borrower, all such Tax Returns are true and correct in all material
         respects. To the knowledge of the Borrower, no material Tax Return of
         the Borrower or any of its Tax Affiliates is under audit or examination
         by any Governmental Authority and no notice of such an audit or
         examination or any assertion of any claim for a material amount of
         taxes has been given or made by any Governmental Authority. The
         Borrower makes no representation in this clause (a) as to the existence
         or availability of any net operating loss or tax credits in any taxable
         period, or portions of any taxable period.

                  (b) There is no proposed tax assessment against the Borrower
         or any Subsidiary, including any such assumed by any Loan Party under
         the Transaction Documents, that would, if made, have a Material Adverse
         Effect.

                                       95


         5.12 ERISA COMPLIANCE.

                  (a) Except as disclosed on Schedule 5.12 (ERISA Matters), each
         Plan is in compliance in all material respects with the applicable
         provisions of ERISA, the Code and other Federal or state Laws, except
         for any required amendment for which the remedial amendment period as
         defined in Section 401(b) of the Code has not yet expired. Except as
         disclosed on Schedule 5.12 (ERISA Matters), each Plan that is intended
         to qualify under Section 401(a) of the Code has received a favorable
         determination letter from the IRS or an application for such a letter
         is currently being processed by the IRS with respect thereto and, to
         the best knowledge of the Borrower, nothing has occurred which would
         prevent, or cause the loss of, such qualification. The Borrower and
         each ERISA Affiliate have made all required contributions in excess of
         $1,000,000 in the aggregate to each Plan subject to Section 412 of the
         Code, and no application for a funding waiver or an extension of any
         amortization period pursuant to Section 412 of the Code has been made
         with respect to any Plan.

                  (b) There are no pending or, to the best knowledge of the
         Borrower, threatened claims, actions or lawsuits, or action by any
         Governmental Authority, with respect to any Plan that could reasonably
         be expected to have a Material Adverse Effect. There has been no
         prohibited transaction or violation of the fiduciary responsibility
         rules with respect to any Plan that has resulted or could reasonably be
         expected to result in a Material Adverse Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
         to occur; (ii) except as disclosed in the Borrower's audited and
         unaudited financial statements furnished to the Agents and the Lenders
         pursuant to Section 6.01(a) and (b) (Financial Statements) or the
         audited and unaudited financial statements of the AHI Companies
         furnished to the Lenders pursuant to Section 4.01(f) (Financial
         Statements of the Acquired Business), as the case may be, no Pension
         Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor
         any ERISA Affiliate has incurred, or reasonably expects to incur, any
         liability under Title IV of ERISA with respect to any Pension Plan
         (other than premiums due and not delinquent under Section 4007 of
         ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred,
         or reasonably expects to incur, any liability (and no event has
         occurred which, with the giving of notice under Section 4219 of ERISA,
         would result in such liability) under Sections 4201 or 4243 of ERISA
         with respect to a Multiemployer Plan; and (v) neither the Borrower nor
         any ERISA Affiliate has engaged in a transaction that could be subject
         to Sections 4069 or 4212(c) of ERISA, in each case, except to the
         extent the foregoing could not reasonably be expected to results in
         costs or liabilities to the Loan Parties, taken as a whole, that would
         exceed, in the aggregate, the Threshold Amount.

         5.13 OWNERSHIP OF SUBSIDIARIES.

                  (a) Set forth on Schedule 5.13 (Ownership of Subsidiaries) is
         a complete and accurate list showing, as of the Closing Date (and after
         giving effect to the Closing Transactions), all Subsidiaries of the
         Borrower and, as to each such Subsidiary, the jurisdiction of its
         organization, the number of shares of each class of Stock authorized
         (if applicable), the number of such shares outstanding on the Closing
         Date and the number and percentage of the outstanding shares of each
         such class owned (directly or indirectly) by the Borrower. No Stock of
         any Subsidiary of the Borrower is subject to any outstanding option,
         warrant, right of conversion or purchase of any similar right. All of
         the outstanding Stock of each Subsidiary of the Borrower owned
         (directly or indirectly) by the Borrower has been validly issued, is
         fully paid and non-assessable (to the extent applicable) and is owned
         by the Borrower or a Subsidiary of the Borrower, free and clear of all
         Liens (other than the Lien in favor of the Secured Parties created
         pursuant to the Pledge and Security Agreement and other Permitted Liens
         arising by operation of Law), options, warrants, rights of conversion
         or purchase or any similar rights. Neither the Borrower nor any such
         Subsidiary is a party to, or has knowledge of, any agreement


                                       96


         restricting the transfer or hypothecation of any Stock of any such
         Subsidiary, other than the Loan Documents and the Subordinated
         Indentures.

                  (b) The Borrower does not own or hold, directly or indirectly,
         any Stock of any Person other than such Subsidiaries and Investments
         permitted by Section 7.02 (Investments).

         5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

                  (a) The Borrower is not engaged and will not engage,
         principally or as one of its important activities, in the business of
         purchasing or carrying margin stock (within the meaning of Regulation U
         issued by the FRB), or extending credit for the purpose of purchasing
         or carrying margin stock.

                  (b) None of the Borrower, any Person controlling the Borrower,
         or any Subsidiary (i) is a "holding company," or a "subsidiary company"
         of a "holding company," or an "affiliate" of a "holding company" or of
         a "subsidiary company" of a "holding company," within the meaning of
         the Public Utility Holding Company Act of 1935, or (ii) is an
         "investment company" or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company," as such terms are
         defined in the Investment Company Act of 1940.

         5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to any Agent
or any Lender by or on behalf of any Loan Party in connection with any Loan
Document (i) except with respect to financial projections concerning the
Borrower and its Subsidiaries, contains any untrue statement of a material fact
or omits any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, or (ii) in the case of financial projections concerning
the Borrower and its Subsidiaries, have been prepared in good faith based upon
assumptions the Borrower believes to be reasonable.

         5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. Each of the Borrower and its
Subsidiaries own, license or otherwise possess the valid right to use all
Material Intellectual Property that is currently used for the operation of their
respective businesses, without, to the knowledge of the Borrower after due
inquiry, infringement upon or conflict with the rights of any other Person with
respect thereto other than infringements or conflicts that could not reasonably
be expected to have a Material Adverse Effect. To the knowledge of the Borrower
after due inquiry, no material slogan or other advertising device, product,
process, method, substance, part, component or other material now employed, or
now contemplated to be employed, by the Borrower or any Subsidiary infringes
upon or conflicts with any Intellectual Property rights held by any other Person
other than infringements or conflicts that could not reasonably be expected to
have a Material Adverse Effect. No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Borrower, threatened, and
no patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of the Borrower,
proposed, which, in either case, could reasonably be expected to have a Material
Adverse Effect.

         5.17 LABOR MATTERS.

                  (a) There are no strikes, work stoppages, slowdowns or
         lockouts pending nor threatened against or involving the Borrower or
         any of its Subsidiaries, other than those that, in the aggregate, would
         not have a Material Adverse Effect.

                                       97


                  (b) There are no unfair labor practices, arbitrations,
         grievances or complaints pending, or, to the Borrower's knowledge,
         threatened, against or involving the Borrower or any of its
         Subsidiaries, other than those that, in the aggregate, would not have a
         Material Adverse Effect.

         5.18 SOLVENCY. On and as of the Closing Date, the Borrower and each of
the Subsidiaries (other than Immaterial Subsidiaries, as to which no
representation is made) are Solvent, both individually and collectively,
measured after giving effect to (i) the consummation of the AHI Acquisition,
(ii) the initial Credit Extensions made on the Closing Date hereunder, and (iii)
the consummation of the other Closing Transactions.

         5.19 OFF-BALANCE SHEET LIABILITIES. Neither the Borrower nor any
Subsidiary has any Off-Balance Sheet Liabilities other than (a) the liabilities
arising under the Coleman IRB Bonds and the Coleman IRB Leases (which
liabilities offset each other in full), (b) Off-Balance Sheet Liabilities
described in (i) the notes to the Borrower's audited and unaudited financial
statements furnished to the Agents and the Lenders pursuant to Section 6.01(a)
and (b) (Financial Statements) or (ii) the Management's Discussion and Analysis
included in the Borrower's periodic reports filed with the Commission on Form
10-K or Form 10-Q, as the case may be, copies of which shall be furnished to the
Agents pursuant to Section 6.02 (Certificates; Other Information) and (c) other
Off-Balance Sheet Liabilities described on Schedule 5.19 (Off-Balance Sheet
Liabilities).

         5.20 TAX SHELTER REGULATIONS. The Borrower does not intend to treat the
Revolving Loans, the Swing Line Loans, the Term Loan and/or the Letters of
Credit and related transactions as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will promptly
notify the Administrative Agent thereof. If the Borrower so notifies the
Administrative Agent, the Borrower acknowledges that one or more of the Lenders
may treat its Revolving Loans, its Pro Rata Term Share of the Term Loan, and/or
its interest in Swing Line Loans and/or Letters of Credit as part of a
transaction that is subject to Treasury Regulation Section 301.6112-1, and such
Lender or Lenders, as applicable, will maintain the lists and other records
required by such Treasury Regulation.

         5.21 USE OF PROCEEDS. The proceeds of the Term Loan are being used by
the Borrower to consummate the Closing Transactions. The proceeds of the
Revolving Loans, Foreign Currency Loans and the Letters of Credit are being used
by the Borrower solely for working capital and other general corporate purposes
(including the making of Permitted Acquisitions).

         5.22 TITLE; REAL PROPERTY.

                  (a) Each of the Borrower and its Subsidiaries has good and
         marketable title to, or valid leasehold interests in, all material Real
         Property and good title to all material personal property, in each case
         that is purported to be owned or leased by it, including those
         reflected on the most recent audited financial statements delivered by
         the Borrower, and none of such properties and assets is subject to any
         Lien, except Liens permitted under Section 7.01 (Liens). The Borrower
         and its Subsidiaries have received all deeds, assignments, waivers,
         consents, non-disturbance and recognition or similar agreements, bills
         of sale and other documents, and have duly effected all recordings,
         filings and other actions necessary to establish, protect and perfect
         the Borrower's and its Subsidiaries' right, title and interest in and
         to all such material property.

                  (b) All Permits required to have been issued or appropriate to
         enable all material Real Property owned or leased by the Borrower or
         any of its Subsidiaries to be lawfully occupied and used for all of the
         purposes for which they are currently occupied and used have been
         lawfully issued and


                                       98


         are in full force and effect, other than those that, in the aggregate,
         would not have a Material Adverse Effect.

                  (c) None of the Borrower or any of its Subsidiaries has
         received any notice, or has any knowledge, of any pending, threatened
         or contemplated condemnation proceeding affecting any material Real
         Property owned or leased by the Borrower or any of its Subsidiaries or
         any part thereof, except those that, in the aggregate, would not have a
         Material Adverse Effect.

         5.23 CLOSING RELATED DOCUMENTS; SUBORDINATED INDENTURES.

                  (a) None of the Closing Related Documents has been amended or
         modified in any material respect and no material provision therein has
         been waived, except in each case to the extent permitted by Section
         7.23 (Modification of Closing Related Documents), and each of the
         representations and warranties made by the Borrower therein are true
         and correct in all material respects and no default or event that, with
         the giving of notice or lapse of time or both, would be a default by
         the Borrower has occurred thereunder.

                  (b) The Obligations constitute "Senior Debt" (or, in the case
         of Subordinated Indentures entered into after the Closing Date, if any,
         "Senior Debt" or other comparable term) as defined in the Subordinated
         Indentures.

         5.24 OFAC. None of the Borrower, any Subsidiary of the Borrower or any
Affiliate of the Borrower is (i) named on the list of Specially Designated
Nationals or Blocked Persons maintained by the U.S. Department of the Treasury's
Office of Foreign Assets Control available at http://www.treas.gov/offices
/eotffc/ofac/sdn/index.html, or (ii)(A) an agency of the government of a
country, (B) an organization controlled by a country, or (C) a Person resident
in a country that is subject to a sanctions program identified on the list
maintained by the U.S. Department of the Treasury's Office of Foreign Assets
Control and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/
index.html, or as otherwise published from time to time, as such program may be
applicable to such agency, organization or Person, and the proceeds from the
Credit Extensions made pursuant to this Agreement will not be used to fund any
operations in, finance any investments or activities in, or make any payments
to, any such country or Person.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Revolving Credit Commitment
hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding (other than Contingent Obligations
consisting of continuing indemnities and other Contingent Obligations of the
Borrower or any Guarantor that may be owing to the Lenders pursuant to the Loan
Documents and expressly survive termination of this Agreement), the Borrower
shall, and shall (except in the case of the covenants set forth in Sections 6.01
(Financial Statements), 6.02 (Certificates; Other Information) and 6.03
(Notices)) cause each Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Agents and each Lender, in
form and detail reasonably satisfactory to the Agents and the Required Lenders:

                  (a) promptly after available, but in any event within 90 days
         after the end of each fiscal year of the Borrower (commencing with the
         fiscal year of the Borrower ending on December 31, 2004), a
         consolidated and unaudited consolidating balance sheet of the Borrower
         and its Subsidiaries


                                       99


         as at the end of such fiscal year, and the related consolidated and
         consolidating statements of income or operations, cash flows and (as to
         consolidated statements only) Stockholders' Equity for such fiscal
         year, setting forth in each case in comparative form the figures for
         the previous fiscal year, all in reasonable detail and prepared in
         accordance with GAAP, and (except with respect to consolidating balance
         sheets and related consolidating statements) audited and accompanied by
         a report and opinion of the Borrower's Accountants, which report and
         opinion shall be prepared in accordance with generally accepted
         auditing standards and shall not be subject to any qualifications or
         exceptions as to the scope of the audit or the going concern status of
         the Borrower nor to any other qualifications and exceptions not
         reasonably acceptable to the Required Lenders; and

                  (b) promptly after available, but in any event within 45 days
         after the end of each of the first three fiscal quarters of each fiscal
         year of the Borrower, an unaudited consolidated and consolidating
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such fiscal quarter, and the related consolidated and consolidating
         statements of income or operations, cash flows and (as to consolidated
         statements only) Stockholders' Equity for such fiscal quarter and for
         the portion of the Borrower's fiscal year then ended, setting forth in
         each case in comparative form the figures for the corresponding fiscal
         quarter of the previous fiscal year and the corresponding portion of
         the previous fiscal year, all in reasonable detail and certified by a
         Responsible Officer of the Borrower as fairly presenting the financial
         condition, results of operations and cash flows of the Borrower and its
         Subsidiaries in accordance with GAAP, subject only to normal, recurring
         year end audit adjustments and the absence of footnotes.

         6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Agents, in form
and detail reasonably satisfactory to the Agents and the Required Lenders:

                  (a) promptly after the delivery of the financial statements
         referred to in Section 6.01(a) (Financial Statements), a certificate of
         the Borrower's Accountants certifying such financial statements and
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default under the financial
         covenants set forth in Section 7.13 (Financial Covenants) or, if any
         such Default or Event of Default shall exist, stating the nature and
         status of such Default or Event of Default;

                  (b) promptly after the delivery of the financial statements
         referred to in Sections 6.01(a) and (b) (Financial Statements), a duly
         completed Compliance Certificate signed by a Responsible Officer of the
         Borrower;

                  (c) promptly after the delivery of the financial statements
         referred to in Section 6.01(a) (Financial Statements), quarterly
         projected financial statements, and quarterly projected working capital
         detail, for the next fiscal year of the Borrower, all prepared by
         management of the Borrower;

                  (d) promptly after any request by any Agent, copies of any
         detailed audit reports, management letters or recommendations submitted
         to the board of directors (or the audit committee of the board of
         directors) of the Borrower by the Borrower's Accountants or other
         independent certified public accountants in connection with the
         accounts or books of the Borrower or any Subsidiary, or any audit of
         any of them;

                  (e) promptly after the same are available, all material
         notices, certificates or reports delivered pursuant to, or in
         connection with, any Closing Related Document; and (A) all reports that
         the Borrower sends to its security holders generally and (B) all
         reports and registration statements that the Borrower or any of its
         Subsidiaries files with the Securities and Exchange Commission or any
         national or foreign securities exchange or the National Association of
         Securities Dealers, Inc.;

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                  (f) promptly after the Borrower has notified the
         Administrative Agent of any intention by the Borrower to treat the
         Revolving Loans, the Swing Line Loans, the Term Loan and/or the Letters
         of Credit and related transactions as being a "reportable transaction"
         (within the meaning of Treasury Regulation Section 1.6011-4), a duly
         completed copy of IRS Form 8886 or any successor form; and

                  (g) promptly, such additional information regarding the
         business, financial or corporate affairs of the Borrower or any
         Subsidiary as the Administrative Agent, at the reasonable request of
         any Lender, may from time to time request.

         Each document required to be delivered pursuant to Section 6.01(a) or
(b) (Financial Statements) or Section 6.02(e) shall be deemed to have been
delivered on the date on which the Borrower posts such document on its website
at www.jarden.com, or when such document is posted on the Commission's website
at www.sec.gov (the "SEC WEBSITE") or on an Approved Electronic Communications
Platform (each of the foregoing an "INFORMATIONAL WEBSITE"); provided, that (i)
the Borrower shall deliver paper copies of all such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Administrative Agent and each
Lender shall be notified by electronic mail of the applicable Informational
Website and of the posting of each such document. The Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above in this paragraph, and in any event shall have no
responsibility to monitor compliance by the Borrower with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.

         6.03 NOTICES.

                  (a) Promptly notify the Agents:

                           (i) of the occurrence of any Default or Event of
                  Default;

                           (ii) of any matter that has resulted or could
                  reasonably be expected to result in a Material Adverse Effect,
                  including (A) breach or non-performance of, or any default
                  under, any of the Loan Documents, Transaction Documents or any
                  other Contractual Obligation (including Contractual
                  Obligations arising under Leases) of the Borrower or any
                  Subsidiary; or (B) any dispute, litigation, investigation,
                  proceeding or suspension between the Borrower or any
                  Subsidiary and any Governmental Authority (including any
                  Gaming Authority);

                           (iii) of any litigation, investigation or proceeding
                  affecting the Borrower or any Subsidiary in which the amount
                  involved (excluding amounts covered by applicable Insurance
                  Coverage as to which no reservation of rights is in effect)
                  could reasonably be expected to exceed the Threshold Amount,
                  or in which injunctive relief or similar relief is sought,
                  which relief, if granted, could reasonably be expected to have
                  a Material Adverse Effect;

                           (iv) of the occurrence of any material ERISA Event;

                           (v) of any change in accounting policies or financial
                  reporting practices by the Borrower or any Subsidiary for
                  which the Borrower is required to notify the Agents pursuant
                  to Section 1.03 (Accounting Terms);

                           (vi) of any (A) violation or alleged violation by the
                  Borrower or any Subsidiary of any applicable Environmental
                  Laws; (B) release or threatened release by the Borrower or any
                  Subsidiary, or by any Person handling, transporting or
                  disposing of any Hazardous Materials on


                                      101


                  behalf of the Borrower or any Subsidiary, or at any facility
                  or property owned or leased or operated by the Borrower or any
                  Subsidiary, of any Hazardous Materials, except where occurring
                  legally; (C) liability or alleged liability of the Borrower or
                  any Subsidiary for the costs of cleaning up, removing,
                  remediating or responding to a release of Hazardous Materials;
                  or (D) the commencement of, or any material development in,
                  any litigation or proceeding affecting the Borrower or any
                  Subsidiary, including pursuant to any applicable Environmental
                  Laws except to the extent such litigation or proceeding could
                  not reasonably be expected to result in Environmental
                  Liabilities in excess of the Threshold Amount;

                           (vii) of any (A) material labor dispute to which the
                  Borrower or any of its Subsidiaries is or may become a party,
                  including any strikes, lockouts or other disputes relating to
                  any of such Person's plants and other facilities, and (B)
                  Worker Adjustment and Retraining Notification Act or related
                  liability incurred with respect to the closing of any plant or
                  other facility of any such Person, in each case, that could
                  reasonably be expected to result in a Material Adverse Effect;
                  and

                           (viii) of any cancellation, termination or loss of
                  any material Contractual Obligation (including any material
                  Lease), any other material customer arrangement except to the
                  extent such cancellation, termination or loss could not
                  reasonably be expected to result in a Material Adverse Effect.

                  (b) Prior to any Disposition of property with a Fair Market
         Value in excess of $25,000,000 (or its Dollar Equivalent), the Borrower
         shall notify the Administrative Agent in accordance with Section
         7.05(c) (Dispositions) in writing (a) describing such Disposition or
         the nature and material terms and conditions of such transaction and
         (b) stating the estimated Net Proceeds anticipated to be received by
         the Borrower or any of its Subsidiaries.

                  (c) The Borrower shall provide any Agent or any Lender with
         such other information respecting the business, properties, condition,
         financial or otherwise, or operations of the Borrower or any of its
         Subsidiaries as such Agent or such Lender through the Administrative
         Agent may from time to time reasonably request.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of
a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto, and with respect to matters in clause (a) (vi),
copies of all related notices, complaints, orders, directives, claims and
citations. Each notice pursuant to Section 6.03(a) shall describe with
particularity any and all provisions of this Agreement or other Loan Document
that have been breached.

         6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by Law become a Lien (other than during
the period in which such Lien may be a Permitted Lien) upon its property, unless
the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
the Borrower or such Subsidiary and foreclosure or other enforcement of such
Liens in respect of the Collateral have not commenced or have been effectively
stayed; and (c) all Indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement evidencing
such Indebtedness and subject to any provision of this Agreement.

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         6.05 PRESERVATION OF EXISTENCE, ETC. Except in a transaction permitted
by Section 7.04 (Fundamental Changes) or Section 7.05 (Dispositions), preserve,
renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization; take all
reasonable action to maintain all rights, privileges, Permits and franchises
necessary in the normal conduct of its business, and preserve or renew all of
its registered Material Intellectual Property, except in each case to the extent
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all
of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
and (b) make all necessary repairs thereto and renewals and replacements
thereof, except in each case where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         6.07 MAINTENANCE OF INSURANCE. (a) Maintain (i) Insurance Coverage with
a Captive Insurance Entity (to the extent such Captive Insurance Entity is
created and capitalized in accordance with the terms of this Agreement) and/or
financially sound and reputable insurance or reinsurance companies or
associations (as applicable) that are not Affiliates of the Borrower, Insurance
Coverage with respect to its properties and business covering such risks, losses
or damages of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons, and, in any event,
all insurance required by any Collateral Document and (ii) such other Insurance
Coverage or reinsurance, if applicable, as may be reasonably requested by the
Required Lenders and (b) cause all such Insurance Coverage (other than any
self-insurance programs) and, if applicable, reinsurance, to name the
Administrative Agent on behalf of the Secured Parties as additional insured or
loss payee, as appropriate, and to provide that no cancellation, material
addition in amount or material change in coverage shall be effective until after
30 days' written notice thereof to the Administrative Agent.

         6.08 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS; MAINTENANCE OF
GAMING LICENSES.

                  (a) Comply in all material respects with the requirements of
         all Laws (including Environmental Laws but excluding Gaming Laws, with
         respect to which the representations and warranties of the Borrower are
         set forth in clause (c) below) and Contractual Obligations applicable
         to it or to its business or property, except (other than with respect
         to those matters covered in clause (b) below) in such instances in
         which (i) such requirement of Law or Contractual Obligation is being
         contested in good faith by appropriate proceedings diligently conducted
         or a bona fide dispute exists with respect thereto; or (ii) with
         respect to Contractual Obligations only, the failure to comply
         therewith could not reasonably be expected to have a Material Adverse
         Effect.

                  (b) In addition to the foregoing, if the Borrower or any
         Subsidiary shall receive any letter, notice, complaint, order,
         directive, claim or citation alleging that the Borrower or any
         Subsidiary has violated any Environmental Law, has released any
         Hazardous Material, or is liable for the costs of cleaning up,
         removing, remediating or responding to a release of Hazardous
         Materials, the Borrower and any Subsidiary shall, within the time
         period permitted and to the extent required by applicable Laws or the
         Governmental Authority responsible for enforcing such Environmental
         Law, remove or remedy, or cause the applicable Subsidiary to remove or
         remedy, such violation or release or satisfy such liability unless such
         requirement is being contested in good faith by appropriate proceedings
         diligently conducted and adequate reserves in accordance with GAAP are
         being maintained by the Borrower or such Subsidiary and such contest
         effectively stays any requirement to effect such removal or remedy.

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                  (c) The Borrower shall, and shall cause each of its
         Subsidiaries to, maintain (i) such valid Gaming Authorizations, gaming
         licenses, registrations and findings of suitability in all
         jurisdictions in which the Borrower or its Subsidiaries engage in
         business requiring such Gaming Authorizations, except to the extent
         that any failure to maintain such item, individually or in the
         aggregate, could not reasonably be expected to result in a Material
         Adverse Effect; provided, further, the Borrower and each of its
         Subsidiaries shall not transfer any such Gaming Authorizations or
         gaming licenses which are required in their respective business
         operations to any other Person unless the applicable Gaming Authority
         has approved the pledge to the Administrative Agent for the benefit of
         the Secured Parties of the Pledged Stock of such Person and (ii) comply
         in all material respects with all applicable Gaming Laws except to the
         extent any non-compliance could not reasonably be expected to result in
         a Material Adverse Effect.

         6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries shall be made of all financial
transactions and matters involving the assets and business of the Borrower or
such Subsidiary, as the case may be, pursuant to which financial statements in
conformity with GAAP consistently applied with respect to accounting principles
can be created; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

         6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at reasonable times during normal business hours as often as
may be reasonably desired, and upon reasonable advance notice to the Borrower,
and (subject to the following proviso) (a) at the expense of the Borrower one
time per year in the case of inspection by the Administrative Agent or such
other Lender as it may designate, and (b) otherwise at the expense of the
Lenders; provided, however, that when a Default or Event of Default has occurred
and is continuing the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the sole expense of the Borrower at any time during normal business
hours and without advance notice.

         6.11 COMPLIANCE WITH ERISA. Do, and cause each of its ERISA Affiliates
to do, each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions in excess of $1,000,000 in the aggregate to any Plan subject to
Section 412 of the Code.

         6.12 USE OF PROCEEDS. Use the entire amount of the proceeds of the
Loans and other Credit Extensions as provided in Section 5.21 (Use of Proceeds).

         6.13 CONDUCT OF BUSINESS; MAINTAIN PRINCIPAL LINE OF BUSINESS. Continue
at all times to (a) conduct its business in the ordinary course, (b) engage
principally in a Permitted Business and (c) use its reasonable efforts, in the
ordinary course, to preserve its business and the goodwill and business of the
customers, advertisers, suppliers and others having business relations with the
Borrower or any of its Subsidiaries, except in each case where the failure to
comply with the covenants in each of clauses (a), (b) and (c) above would not,
in the aggregate, have a Material Adverse Effect.

         6.14 NEW SUBSIDIARIES AND PLEDGORS. (a) To the extent not delivered to
the Administrative Agent on or before the Closing Date (including in respect of
after-acquired property and Persons that become Subsidiaries of any Loan Party
after the Closing Date), the Borrower agrees promptly (and in any


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event, within 40 days of the Closing Date or the date of acquisition of such
property or Persons (or such later date as may be agreed to by the Agents)) to
do, or cause each Subsidiary of the Borrower to do, each of the following,
unless otherwise agreed by the Agents:

                           (i) deliver to the Administrative Agent such
                  duly-executed supplements and amendments to the Guaranty (or,
                  in the case of any Subsidiary of any Loan Party that is not a
                  Domestic Subsidiary or that holds shares in any Person that is
                  not a Domestic Subsidiary, foreign guarantees and related
                  documents), in each case in form and substance reasonably
                  satisfactory to the Agents and as the Agents deem necessary or
                  advisable in order to ensure that each Domestic Subsidiary of
                  each Loan Party and each material Direct Foreign Subsidiary
                  which has guaranteed any Indebtedness of the Borrower
                  guarantees, as primary obligor and not as surety, the full and
                  punctual payment when due of the Obligations or any part
                  thereof; provided, however, that in no event shall any Foreign
                  Subsidiary be required to guaranty the payment of the
                  Obligations, unless (x) the Borrower and the Agents otherwise
                  agree or (y) such Foreign Subsidiary has guarantied any
                  Indebtedness of the Borrower;

                           (ii) deliver to the Administrative Agent such
                  duly-executed joinder and amendments to the Pledge and
                  Security Agreement and, if applicable, other Collateral
                  Documents (or, in the case of any such Subsidiary of any Loan
                  Party that is not a Domestic Subsidiary or that holds shares
                  in any Person that is not a Domestic Subsidiary, foreign
                  charges, pledges, security agreements and other Collateral
                  Documents), in each case in form and substance reasonably
                  satisfactory to the Agents and as the Agents deem necessary or
                  advisable in order to (A) effectively grant to the
                  Administrative Agent, for the benefit of the Secured Parties,
                  a valid, perfected and enforceable first-priority security
                  interest in the Stock and Stock Equivalents and other debt
                  Securities owned by the Borrower or any Guarantor and (B)
                  effectively grant to the Administrative Agent, for the benefit
                  of the Secured Parties, a valid, perfected and enforceable
                  first-priority security interest in all property interests and
                  other assets of any Borrower or any Guarantor (or Person who
                  becomes a Guarantor); provided, however, that in no event
                  shall the Borrower or any Guarantor be required to pledge (I)
                  in excess of 65% of the outstanding Voting Stock of any Direct
                  Foreign Subsidiary, (II) unless such Stock is otherwise held
                  by the Borrower or any Guarantor, any of the Stock of any
                  Non-U.S. Person that is a Subsidiary of such direct Subsidiary
                  or (III) any assets of any Foreign Subsidiary, unless in the
                  case of any of the foregoing clauses (I), (II) or (III), (x)
                  the Borrower and the Agents otherwise agree or (y) the pledgor
                  thereof is a Foreign Subsidiary and a Guarantor;

                           (iii) deliver to the Administrative Agent all
                  certificates, instruments and other documents representing all
                  Pledged Stock, Pledged Notes and all other Stock, Stock
                  Equivalents and other debt Securities being pledged pursuant
                  to the joinders, amendments and foreign agreements, if any,
                  executed pursuant to clause (ii) above, together with (A) in
                  the case of certificated Pledged Stock and other certificated
                  Stock and Stock Equivalents, undated stock powers endorsed in
                  blank and (B) in the case of Pledged Notes and other
                  certificated debt Securities, endorsed in blank, in each case
                  executed and delivered by a Responsible Officer of such Loan
                  Party or such Subsidiary thereof, as the case may be;

                           (iv) to take such other actions necessary or
                  advisable to ensure the validity or continuing validity of the
                  guaranties required to be given pursuant to clause (i) above
                  or to create, maintain or perfect the security interest
                  required to be granted pursuant to clause (ii) above,
                  including the filing of UCC financing statements in such
                  jurisdictions as may be required by the Collateral Documents
                  or by Law or as may be reasonably requested by the Agents;

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                           (v) if requested by the Agents, deliver to the
                  Administrative Agent legal opinions relating to the matters
                  described above, which opinions shall be in form and
                  substance, and from counsel, reasonably satisfactory to the
                  Agents.

                  (b) Notwithstanding anything contained in Section 6.14(a)
         above, so long as no Default or an Event of Default has occurred and is
         continuing, no Immaterial Subsidiary acquired after the Closing Date
         shall be required to be a Guarantor and neither the Borrower nor any
         Guarantor shall be required to deliver to the Administrative Agent the
         certificates evidencing the Stock or Stock Equivalents of any such
         Immaterial Subsidiary owned by such Person; provided that in the event
         any Subsidiary ceases at any time to be an Immaterial Subsidiary, not
         later than 30 days after such Subsidiary ceases to be an Immaterial
         Subsidiary (or such later date as may be agreed to by the Agents), (i)
         such Subsidiary shall comply with the provisions of Section 6.14(a) and
         (ii) the Borrower or the applicable Guarantor shall deliver to the
         Administrative Agent the certificates evidencing the Stock or Stock
         Equivalents of such Subsidiary owned by the Borrower or such Guarantor
         in accordance with Section 6.14(a) above.

         6.15 COLLATERAL ACCESS AGREEMENTS AND BAILEE'S LETTERS.

                  (a) To the extent not delivered to the Administrative Agent on
         or prior to the Closing Date, use commercially reasonable efforts to
         obtain, within 90 days after the Closing Date (or such later date as
         shall be acceptable to the Agents in their sole discretion), and
         deliver to the Administrative Agent such Collateral Access Agreements
         and Bailee's Letters specified on Schedule 6.15 (Collateral Access
         Agreements and Bailee's Letters).

                  (b) To the extent that at any date of determination, any
         Collateral of the Borrower or any Guarantor with a book value in excess
         of $30,000,000 (in the aggregate, taken together with all such other
         Collateral that is located on any Real Property that is not owned by a
         Loan Party) is located on any Real Property (whether such Real Property
         is now existing or acquired or used after the Closing Date) that is not
         owned by a Loan Party, use its commercially reasonable efforts to
         obtain Collateral Access Agreements or Bailee's Letters from the owner
         or lessor of such Real Property and deliver such Collateral Access
         Agreements or Bailee's Letters to the Administrative Agent within 90
         days of such date of determination (or such later date as the Agents
         may agree).

         6.16 REAL PROPERTY.

                  (a) (i) Comply in all material respects with all of their
         respective obligations under all of their respective Leases relating to
         material manufacturing facilities now or hereafter held respectively by
         them, (ii) not modify, amend, cancel, extend or otherwise change in any
         materially adverse manner any term, covenant or condition of any such
         Lease, (iii) not assign or sublet any Lease if such assignment or
         sublet would have a Material Adverse Effect and (iv) notify the
         Administrative Agent at least 14 days prior to the date the Borrower or
         any Subsidiary takes possession of, or becomes liable under, any new
         leased Real Property or Lease, whichever is earlier, to the extent such
         possession or liability would result in the Borrower being required to
         use commercially reasonable efforts to obtain a Collateral Access
         Agreement with respect to such leased Real Property and/or Lease
         pursuant to Section 6.15 (Collateral Access Agreements; Bailee's
         Letters).

                  (b) At least 10 Business Days prior to (i) entering into any
         Lease (other than a renewal of an existing Lease) for any material
         manufacturing facility of the Borrower or any other Guarantor or (ii)
         acquiring any material owned Real Property for any material
         manufacturing facility, provide the Administrative Agent written notice
         thereof and, upon written request of the Administrative Agent, the
         Borrower shall, and shall cause such Subsidiary to, provide
         environmental information to the Agents,


                                      106


         in form and substance satisfactory to the Agents, showing no conditions
         that could reasonably be expected to give rise to Environmental
         Liabilities that, in the aggregate for all such Real Property leased or
         acquired after the Closing Date, are in excess of the Threshold Amount.

         6.17 INTEREST RATE CONTRACTS. The Borrower shall, within 120 days after
the Closing Date, enter into one or more Swap Contracts (including Swap
Contracts existing on the Closing Date), on terms and with counterparties
reasonably satisfactory to the Agents, covering a notional amount sufficient to
ensure that at least 30% of the sum of (i) the aggregate outstanding principal
amount of the Term Loan plus (ii) the aggregate outstanding principal amount of
the Subordinated Indebtedness, is effectively paid on a fixed rate basis for a
period of at least 3 years after the Closing Date.

         6.18 CONTROL ACCOUNTS; APPROVED DEPOSIT ACCOUNTS.

                  (a) The Borrower shall, and shall cause each of its
         Subsidiaries, with the exception of any Foreign Subsidiary or
         Immaterial Subsidiary, to (i) deposit in an Approved Deposit Account
         all cash they receive, (ii) not establish or maintain any Securities
         Account that is not subject to a Securities Account Control Agreement
         and (iii) not establish or maintain any Deposit Account other than with
         a Deposit Account Bank; provided, however, that the Borrower and each
         of its Subsidiaries may (x) maintain payroll, withholding tax and other
         fiduciary accounts in Deposit Accounts that are not Approved Deposit
         Accounts and (y) maintain Deposit Accounts which are not subject to a
         Deposit Account Control Agreement and Securities Accounts which are not
         subject to a Securities Account Control Agreement, in each case, as
         long as (I) the balance in any such individual Deposit Account or the
         value of the financial assets (as defined in the UCC) and other
         property in any such individual Securities Account, as the case may be,
         does not exceed $1,500,000 and (II) the sum of the aggregate balance in
         all such Deposit Accounts and the aggregate value of all such financial
         assets and other property in all such Securities Accounts does not
         exceed $12,500,000.

                  (b) The Administrative Agent may establish one or more Cash
         Collateral Accounts with such Deposit Account Banks or Securities
         Intermediaries as it in its reasonable discretion shall determine;
         provided, however, that no Cash Collateral Account shall be established
         with respect to the assets of any Foreign Subsidiary or Immaterial
         Subsidiary. The Borrower agrees that each such Cash Collateral Account
         shall meet the requirements set forth in the definition of "Cash
         Collateral Account". Without limiting the foregoing, funds on deposit
         in any Cash Collateral Account may be invested (but the Administrative
         Agent shall be under no obligation to make any such investment) in
         Eligible Securities at the direction of the Administrative Agent and,
         except during the continuance of an Event of Default, the
         Administrative Agent agrees with the Borrower to issue Entitlement
         Orders for such investments in Eligible Securities as requested by the
         Borrower; provided, however, that the Administrative Agent shall not
         have any responsibility for, or bear any risk of loss of, any such
         investment or income thereon. None of the Borrower or any Subsidiary of
         the Borrower or any Person claiming on behalf of or through the
         Borrower or any Subsidiary of the Borrower shall have any right to
         demand payment of any funds held in any Cash Collateral Account at any
         time prior to the termination of all outstanding Letters of Credit and
         the payment in full of all then outstanding and payable monetary
         Obligations. The Administrative Agent shall apply all funds on deposit
         in a Cash Collateral Account as provided in Section 2.06(e) (Mandatory
         Prepayments).

         6.19 IMMATERIAL SUBSIDIARIES. The Borrower may from time to time
designate any one or more of its Domestic Subsidiaries as an Immaterial
Subsidiary (or withdraw any such designation) by delivering a written notice of
such designation (or withdrawal of designation) to the Administrative Agent on
or prior to the date of such designation. Any such notice shall (a) specify the
effective date of such designation or withdrawal of designation, (b) specify
each Subsidiary so designated pursuant to such notice, (c) specify each
Subsidiary with respect to which its previous designation as an Immaterial


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Subsidiary is being withdrawn, (d) specify a list of all Subsidiaries which are
Immaterial Subsidiaries after giving effect to such designation or withdrawal of
designation, as the case may be, (e) certify that no Default or Event of Default
shall have occurred and be continuing before and immediately after giving effect
to such designation or withdrawal of designation or would result therefrom and
(f) certify compliance with clauses (i) and (ii) of the definition of
"Immaterial Subsidiary" and, upon the request of either Agent, provide
supporting calculations in reasonable detail.

         6.20 FURTHER ASSURANCES. At the Borrower's cost and expense, upon the
reasonable request of the Administrative Agent, duly execute and deliver or
cause to be duly executed and delivered, to the Administrative Agent such
further instruments, documents, certificates, financing and continuation
statements, and do and cause to be done such further acts that may be reasonably
necessary or advisable in the reasonable opinion of the Administrative Agent to
carry out more effectively the provisions and purposes of this Agreement, the
Guaranty, the Collateral Documents and the other Loan Documents.

                                  ARTICLE VII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Revolving Credit Commitment
hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied
(other than Contingent Obligations consisting of continuing indemnities and
other Contingent Obligations of the Borrower or any Guarantor that may be owing
to the Lenders pursuant to the Loan Documents and expressly survive termination
of this Agreement), or any Letter of Credit shall remain outstanding, the
Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly:

         7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following (collectively, the "PERMITTED LIENS"):

                  (a) Liens created or arising pursuant to the Collateral
         Documents or any other Loan Document;

                  (b) Liens existing as of the Closing Date and listed on
         Schedule 7.01 (Existing Liens) and any renewals or extensions thereof,
         provided that the property covered thereby is not increased and any
         renewal or extension of the obligations secured or benefited thereby is
         permitted by Section 7.03(b) (Indebtedness);

                  (c) Liens for taxes not yet due or which are being contested
         in good faith and by appropriate proceedings diligently conducted, if
         adequate reserves with respect thereto are maintained on the books of
         the applicable Person in accordance with GAAP;

                  (d) statutory Liens of landlords who are not subject to a
         Collateral Access Agreement, carriers', warehousemen's, mechanics',
         materialmen's, repairmen's or other like Liens arising in the ordinary
         course of business for amounts which are not overdue for a period of
         more than 30 days or which are being contested in good faith and by
         appropriate proceedings diligently conducted, if adequate reserves with
         respect thereto are maintained on the books of the applicable Person in
         accordance with GAAP;

                  (e) pledges or deposits in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         social security legislation, other than any Lien imposed by ERISA;

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                  (f) deposits to secure the performance of bids, trade
         contracts and leases (other than Indebtedness), statutory obligations,
         surety and appeal bonds, performance bonds and other obligations of a
         like nature, or arising as a result of process payments under
         government contracts to the extent required or imposed by applicable
         Laws, all to the extent incurred in the ordinary course of business;

                  (g) easements, rights-of-way, restrictions and other similar
         encumbrances affecting Real Property which, in the aggregate, are not
         substantial in amount, and which do not in any case materially detract
         from the value of the Real Property subject thereto or materially
         interfere with the ordinary conduct of the business of the applicable
         Person conducted and proposed to be conducted at such Real Property;

                  (h) Liens securing judgments for the payment of money in an
         aggregate amount not in excess of the Threshold Amount (except to the
         extent covered by independent third-party insurance as to which the
         insurer has acknowledged in writing its obligation to cover), unless
         any such judgment remains undischarged for a period of more than 30
         consecutive days during which execution is not effectively stayed;

                  (i) Liens securing Indebtedness owing by any Subsidiary that
         is not a Guarantor to the Borrower or any Guarantor;

                  (j) encumbrances arising under Leases or subleases of Real
         Property that do not, in the aggregate, materially detract from the
         value of such Real Property to the business, operations or condition
         (financial or otherwise) of the applicable Person or materially
         interfere with the ordinary conduct of the business of the applicable
         Person conducted and proposed to be conducted at such Real Property;

                  (k) financing statements with respect to a lessor's rights in
         and to personal property leased to such Person in the ordinary course
         of such Person's business;

                  (l) (i) Liens securing Indebtedness permitted under Section
         7.03(d) (Indebtedness); provided that (A) such Liens do not at any time
         encumber any property other than the property financed by such
         Indebtedness and (B) the Indebtedness secured thereby (x) is not less
         than 75% of the cost of property acquired on the date of acquisition
         and (y) does not exceed the cost or Fair Market Value, whichever is
         lower, of the property being acquired on the date of acquisition; and
         (ii) any Lien securing the renewal, extension, refinancing or refunding
         of any such Indebtedness without any change in the assets subject to
         such Lien and to the extent such renewal, extension, refinancing or
         refunding is permitted by Section 7.03 (Indebtedness);

                  (m) Liens granted pursuant to the Coleman IRB Documents;
         provided, that such Liens attach only to the property that is financed
         with the proceeds of the Coleman IRB Bonds;

                  (n) Liens granted by Coleman on its whole life insurance
         policies to secure cash surrender value loans to the extent permitted
         under Section 7.03(l) (Indebtedness);

(o) Liens on assets (other than the Equity Securities of any Subsidiary) of any
   Subsidiary securing Indebtedness of such Subsidiary to the extent such
   Indebtedness is permitted by Section 7.03(k) (Indebtedness);

                  (p) Liens granted by a Subsidiary in favor of a licensor under
         any Intellectual Property license agreement entered into by such
         Subsidiary, as licensee, in the ordinary course of such Subsidiary's
         business; provided, that (i) such Liens do not encumber any property
         other than the


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         Intellectual Property licensed by such Subsidiary pursuant to the
         applicable license agreement and the property manufactured or sold by
         such Subsidiary utilizing such Intellectual Property and (ii) the value
         of the property subject to such Liens does not, at any time, exceed the
         Dollar Equivalent of $3,000,000 in the aggregate;

                  (q) prior to the earlier of (i) the applicable Reinvestment
         Prepayment Date and (ii) the date on which the applicable Permitted
         Acquisition is consummated, Liens arising from any escrow arrangement,
         on terms and conditions satisfactory to the Agents, pursuant to which
         the proceeds of any Equity Issuance or other funds used to finance all
         or a portion of such Permitted Acquisition are required to be held in
         escrow pending release to consummate such Acquisition; and

                  (r) licenses of Intellectual Property granted by the Borrower
         or any of its Subsidiaries to the extent such licenses are permitted by
         Section 7.05 (Dispositions).

         7.02 INVESTMENTS. Make any Investments, except:

                  (a) Investments that are existing as of the Closing Date and
         listed on Schedule 7.02 (Existing Investments);

                  (b) Investments held by the Borrower or such Subsidiary in the
         form of cash or Eligible Securities held in a Deposit Account or a
         Securities Account with respect to which the Administrative Agent for
         the benefit of the Secured Parties has a first priority perfected Lien
         (subject to Permitted Liens arising by operation of Law);

                  (c) loans or advances to officers, directors and employees of
         the Borrower or any Subsidiaries of the Borrower for travel,
         entertainment, relocation and analogous ordinary business purposes and
         in the ordinary course of business as presently conducted, other than
         any loans or advances that would be in violation of Section 402 of the
         Sarbanes-Oxley Act; provided, however, that the aggregate principal
         amount of all such loans and advances permitted pursuant to this clause
         (c) shall not exceed the Dollar Equivalent of $2,000,000 at any time
         outstanding;

                  (d) Investments of (i) any Subsidiary in the Borrower, (ii)
         the Borrower or any Subsidiary in a Guarantor, (iii) any Subsidiary
         that is not a Guarantor in another Subsidiary that is not a Guarantor,
         or (iv) the Borrower or any Guarantor in any Subsidiary that is not a
         Guarantor in an amount not to exceed the Dollar Equivalent of
         $50,000,000 in the aggregate at any time outstanding; provided that any
         Indebtedness in respect of such Investment is permitted under Section
         7.03(e) (Indebtedness).

                  (e) Investments consisting of extensions of credit in the
         nature of accounts receivable or notes receivable arising from the sale
         or lease of goods or services in the ordinary course of business and
         Investments received in satisfaction or partial satisfaction thereof
         from financially troubled account debtors to the extent reasonably
         necessary in order to prevent or limit loss;

                  (f) Investments permitted by Section 7.04 (Fundamental
         Changes);

                  (g) Investments permitted by Section 7.07 (Restricted
         Payments);

                  (h) Investments in Permitted Acquisitions;

                  (i) Investments in Heracleo Naipes Fournier, a Subsidiary of
         Bicycle, in an amount not to exceed the Dollar Equivalent of
         $10,000,000;

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                  (j) Investments constituting Contingent Obligations permitted
         by Section 7.03 (Indebtedness);

                  (k) Investments under Swap Contracts mandated by Section 6.17
         (Interest Rate Contracts) and other Swap Contracts permitted under
         Section 7.24 (No Speculative Transactions);

                  (l) Investments made by Coleman under the Coleman IRB
         Documents, provided that the Coleman IRB Bonds are pledged to the
         Administrative Agent for the benefit of the Secured Parties; and

                  (m) Investments pursuant to the Intropack Agreement in an
         aggregate amount not to exceed $7,500,000;

                  (n) Investments in a Captive Insurance Entity; provided,
         however, that the aggregate amount of all such Investments made (i)
         during the period commencing on the date the Captive Insurance Entity
         is created and ending on the last day of the fiscal year in which such
         Captive Insurance Entity is created shall not exceed an amount to be
         agreed upon by the Agents and the Borrower and (ii) during each fiscal
         year thereafter shall not exceed an amount to be agreed upon by the
         Agents and the Borrower; and

                  (o) other Investments in an aggregate outstanding principal
         amount not to exceed, at any time, the Dollar Equivalent of
         $35,000,000.

         7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness other than:

                  (a) Indebtedness under the Loan Documents (other than in
         respect of Swap Contracts);

                  (b) Indebtedness under the Subordinated Notes, the AHI Assumed
         Indebtedness and the other Indebtedness outstanding as of the Closing
         Date and all as disclosed on Schedule 7.03 (Outstanding Indebtedness)
         and any refinancings, refundings, renewals or extensions thereof;
         provided that any such refinancing, renewal, refunding or extension is
         in an aggregate principal amount not greater than the principal amount
         of, and is on terms no less favorable (taken as a whole) to the
         Borrower or the applicable Subsidiary, including as to weighted average
         maturity, than the Indebtedness being refinanced, renewed, refunded or
         extended;

                  (c) Contingent Obligations of (i) the Borrower or any
         Guarantor in respect of Indebtedness otherwise permitted hereunder of
         the Borrower or any Guarantor, (ii) any Subsidiary that is not a
         Guarantor in respect of Indebtedness otherwise permitted hereunder of
         any Subsidiary, provided that with respect to each of the foregoing
         clauses (i) and (ii), such Contingent Obligations with respect to
         Indebtedness that is subordinated to the Obligations shall be
         subordinated to the same or greater extent, and (iii) the Borrower or
         any Subsidiary in the form of customary and commercially reasonable
         indemnification obligations incurred in good faith in connection with
         any Prior Acquisition, any Permitted Acquisition or otherwise in
         connection with Contractual Obligations entered into in the ordinary
         course of business;

                  (d) Indebtedness in respect of Capital Leases, Synthetic Lease
         Obligations and purchase money obligations for fixed or capital assets
         within the limitations set forth in Section 7.01(l) (Liens); provided,
         however, that the aggregate amount of all such Indebtedness at any one
         time outstanding shall not exceed the Dollar Equivalent of $25,000,000;

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                  (e) Indebtedness (i) of the Borrower or any Guarantor owing to
         the Borrower or any Guarantor, (ii) of any Subsidiary that is not a
         Guarantor owing to the Borrower or any Subsidiary, and (iii) of the
         Borrower or any Guarantor owing to any Subsidiary that is not a
         Guarantor in an aggregate principal amount not to exceed the Dollar
         Equivalent of $25,000,000 at any time outstanding for all such
         Indebtedness permitted under this clause (iii);

                  (f) Indebtedness of the Borrower arising under (i) the Series
         C Preferred Stock issued to the Sponsor and outstanding on the Closing
         Date and (ii) other Stock or Stock Equivalents issued by the Borrower
         so long as there is no obligation to purchase, redeem, retire, defease
         or otherwise purchase such Equity Securities prior to the one year
         anniversary of the Term Loan Maturity Date;

                  (g) obligations under Swap Contracts mandated by Section 6.17
         (Interest Rate Contracts) and other Swap Contracts permitted under
         Section 7.24 (No Speculative Transactions); provided, that such Swap
         Contracts do not contain any provision exonerating the non-defaulting
         party from its obligation to make payments on outstanding transactions
         to the defaulting party;

                  (h) unsecured Indebtedness that is subordinated in right of
         payment to the Obligations hereunder and otherwise on terms and
         conditions reasonably acceptable to the Agents; provided, that such
         Indebtedness shall not be permitted to be incurred unless, both
         immediately before and after the incurrence of such Indebtedness, (i)
         the Borrower shall be in compliance with the financial covenants
         specified in Section 7.13 (Financial Covenants) on a pro forma basis
         after giving effect to such incurrence, as shall be certified by a
         Responsible Officer of the Borrower, together with supporting
         calculations in reasonable detail. (ii) no Default or Event of Default
         shall have occurred and be continuing or would result therefrom and
         (iii) all representations and warranties contained in Article V
         (Representations and Warranties) and in the other Loan Documents shall
         be true and correct in all material respects as though made on and as
         of the date of such incurrence, except to the extent such
         representations and warranties expressly relate to an earlier date, in
         which case they shall have been true and correct in all material
         respects as of such earlier date;

                  (i) any Permitted Acquisition Earn-Out and any Prior
         Acquisition Earn-Out;

                  (j) Indebtedness arising under any performance or surety bond
         or obligations in respect of letters of credit related thereto, in each
         case entered into in the ordinary course of business;

                  (k) Indebtedness incurred by (i) the Borrower or any Domestic
         Subsidiary of the Borrower, in an aggregate outstanding principal
         amount for all such Persons not to exceed the Dollar Equivalent
         $25,000,000 at any time and (ii) any Foreign Subsidiary of the Borrower
         to the extent that the Dollar Equivalent of the aggregate outstanding
         principal amount of such Indebtedness for all such Persons does not
         exceed the Dollar Equivalent of $40,000,000 at any time;

                  (l) loans made to Coleman by the insurers under Coleman's
         whole life insurance policies; provided, that such loans shall not be
         permitted unless (x) the amount of each such loan made with respect to
         a particular whole life insurance policy shall not exceed the cash
         surrender value of such policy, (y) the proceeds of each such loan
         shall be used to prepay in full the premiums due to the insurer for
         such policy and (z) such loan shall be secured by a Lien only on such
         policy;

                  (m) Indebtedness arising under Factoring Arrangements in an
         aggregate outstanding principal amount not to exceed $7,500,000; and

                  (n) Notwithstanding anything to the contrary in the foregoing,
         to the extent that the approval of the holders of the Sponsor Preferred
         Stock is required to be obtained pursuant to the


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         Certificates of Designations in order for the Borrower or its
         Subsidiaries to incur any of the Indebtedness described in the
         preceding clauses (b) through (m), the Borrower and such Subsidiaries
         shall not be permitted to incur such Indebtedness unless and until such
         approval shall have been obtained, as shall be certified to the
         Administrative Agent by a Responsible Officer of the Borrower.

         7.04 FUNDAMENTAL CHANGES.

                  (a) Except in connection with a Permitted Acquisition or a
         Permitted Intercompany Merger, (i) merge with any Person, (ii)
         consolidate with any Person, (iii) acquire all or substantially all of
         the Stock or Stock Equivalents of any Person or (iv) acquire all or
         substantially all of the assets of any Person or all or substantially
         all of the assets constituting the business of a division, branch or
         other unit operation of any Person;

                  (b) Enter into any joint venture or partnership with any
         Person; or

                  (c) Acquire or create any Subsidiary unless, after giving
         effect to such creation or acquisition, such Subsidiary is a direct or
         indirect wholly-owned Subsidiary of the Borrower, the Borrower is in
         compliance with Section 6.14 (New Subsidiaries and Pledgors) and
         Section 6.15 (Collateral Access Agreements and Bailee's Letters) and
         the Investment in such Subsidiary is permitted under Section 7.02
         (Investments).

         7.05 DISPOSITIONS. In each case subject to Section 7.20 (Status of
Borrower), make any Disposition or enter into any agreement to make any
Disposition, except:

                  (a) Dispositions of obsolete or worn out property, whether now
         owned or hereafter acquired, in the ordinary course of business;

                  (b) Dispositions of inventory in the ordinary course of
         business;

                  (c) Dispositions by the Borrower or any Subsidiary of
         equipment or Real Property which is replaced by equipment or Real
         Property of substantially equivalent or greater utility and value
         within 90 days of the date of Disposition thereof, provided that if the
         Dollar Equivalent of the Fair Market Value of the property so disposed
         of is greater than the Dollar Equivalent of $25,000,000, the
         Administrative Agent shall have received notice of such Disposition
         from the Borrower not less than 20 days prior to the consummation of
         such Disposition;

                  (d) Dispositions of property (i) by any Subsidiary to a
         Guarantor, (ii) by the Borrower or any Guarantor to any Guarantor, and
         (iii) by any Subsidiary that is not a Guarantor to any other Subsidiary
         that is not a Guarantor; and

                  (e) Dispositions permitted by Section 7.04 (Fundamental
         Changes);

                  (f) the lease or sublease of Real Property not constituting
         Indebtedness and not constituting a sale and leaseback transaction;

                  (g) assignments and licenses of Intellectual Property of the
         Borrower and its Subsidiaries in the ordinary course of business;

                  (h) Dispositions of the Real Property and personal property of
         the AHI Companies located at their facilities in Hattiesburg,
         Mississippi and Matamoros, Mexico;

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                  (i) Dispositions not otherwise permitted by clauses (a)
         through (h) above for Fair Market Value, provided, however, that (i)
         with respect to any such Disposition pursuant to this clause (i), the
         Dollar Equivalent of the consideration received in respect of all such
         property so Disposed in any fiscal year of the Borrower shall not
         exceed the Dollar Equivalent of $50,000,000 and (ii) the Net Proceeds
         therefrom are applied as provided in Section 2.06(e)(iii) (Mandatory
         Prepayments); provided, further, that, without increasing the
         $50,000,000 limit provided in this Section 7.05(i), the first
         $7,500,000 of aggregate Net Proceeds in each fiscal year of the
         Borrower realized from the Disposition of Excluded Accounts (as defined
         in the Pledge and Security Agreement) under all Factoring Arrangements
         shall not be required to be applied as a prepayment as would otherwise
         be required under Section 2.06(e)(iii) (Mandatory Prepayments).

         7.06 LEASE OBLIGATIONS; SALE/LEASEBACKS.

                  (a) Create or suffer to exist any obligations for the payment
         of rent for any property under lease or agreement to lease, except:

                           (i) leases in existence as of the Closing Date, and
                  any renewal, refunding, extension or refinancing thereof;
                  provided that with respect to Capital Leases and Synthetic
                  Leases (i) the amount of such Capital Lease or Synthetic Lease
                  is not increased at the time of such refinancing, refunding,
                  renewal or extension except by an amount equal to the fees and
                  expenses reasonably incurred in connection with such
                  refinancing, and (ii) none of the instruments and agreements
                  evidencing or governing such Capital Lease or Synthetic Lease
                  shall be amended, modified or supplemented after the Closing
                  Date, including in connection with any refinancing, refunding,
                  renewal or extension, to change any terms of subordination,
                  repayment or rights of enforcement, conversion, put, exchange
                  or other rights, or to make any covenants or events of default
                  materially more restrictive or in any event more restrictive
                  than as set forth herein, from such terms and rights as in
                  effect on the Closing Date; and

                           (ii) operating leases (other than those constituting
                  Synthetic Lease Obligations) entered into or assumed by the
                  Borrower or any Subsidiary after the Closing Date in the
                  ordinary course of business.

                  (b) Enter into any sale and leaseback transaction.

         7.07 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:

                  (a) (i) each Guarantor may make Restricted Payments to the
         Borrower and to other Guarantors, and (ii) each Subsidiary that is not
         a Guarantor may make Restricted Payments to other Subsidiaries and the
         Borrower;

                  (b) the Borrower and each Subsidiary may declare and make
         dividend payments or other distributions payable solely in the common
         stock of such Person;

                  (c) the Borrower may pay dividends in respect of the Sponsor
         Preferred Stock paid in kind and not in cash;

                  (d) from and after December 1, 2009, the Borrower may declare
         and make cash dividend payments or other distributions to the holders
         of the then outstanding shares of Sponsor Preferred Stock in accordance
         with the terms of the applicable Certificate of Designations as in
         effect on the Closing Date, provided, however, that such dividends or
         distributions shall be paid on the applicable


                                      114


         Dividend Payment Date (as defined in the applicable Certificates of
         Designations); and provided, further, however, that such dividends
         shall not be permitted unless, both immediately before and after the
         date of declaration or payment thereof, (i) the Borrower shall be in
         compliance with the financial covenants specified in Section 7.13
         (Financial Covenants) on a pro forma basis after giving effect to such
         dividend payment or other distribution, (ii) no Default or Event of
         Default shall have occurred and be continuing or would result therefrom
         and (iii) all representations and warranties contained in Article V
         (Representations and Warranties) and in the other Loan Documents shall
         be true and correct in all material respects;

                  (e) the Borrower may repurchase shares of its common stock at
         any time so long as both immediately before and after the making of any
         such repurchase, and pro forma for each such stock repurchase, (i) the
         Available Repurchase Amount is not less than $0, (ii) the Total
         Leverage Ratio is less than or equal to 3.00 to 1.00, (iii) the excess
         of the Aggregate Revolving Credit Commitments over the aggregate
         Outstanding Amount of all Revolving Loans, Swing Line Loans, Foreign
         Currency Loans and L/C Obligations shall equal or exceed the Dollar
         Equivalent of $40,000,000, (iv) no Default or Event of Default shall
         have occurred and be continuing or would result therefrom and (v) all
         representations and warranties contained in Article V (Representations
         and Warranties) and in the other Loan Documents shall be true and
         correct in all material respects;

                  (f) from and after the fifth anniversary of the Closing Date,
         the Borrower may repurchase or redeem shares of its Sponsor Preferred
         Stock in an aggregate amount not to exceed the sum of (i) Excess Cash
         Flow for any fiscal year ended after the fifth anniversary of the
         Closing Date, to the extent not required to be used prepay the Loans in
         accordance with Section 2.06(e)(i) (Mandatory Prepayments) and (ii) the
         portion of any Net Proceeds arising from any Equity Issuance by the
         Borrower to the extent not required to be used to prepay the Loans in
         accordance with Section 2.06(e)(ii) (Mandatory Prepayments); provided,
         however, no such repurchase or redemption shall be permitted unless
         both immediately before and after the making of any such repurchase or
         redemption, and pro forma for each such repurchase or redemption, (x)
         the Borrower shall be in compliance with the financial covenants
         specified in Section 7.13 (Financial Covenants), (y) no Default or
         Event of Default shall have occurred and be continuing or would result
         therefrom and (z) all representations and warranties contained in
         Article V (Representations and Warranties) and in the other Loan
         Documents shall be true and correct in all material respects; and

                  (g) the Borrower may make Restricted Payments during any
         fiscal year not otherwise permitted pursuant to clauses (a) through (f)
         above in an aggregate amount not to exceed the Available Repurchase
         Amount; provided, that so long as both immediately before and after the
         making of any such Restricted Payment, and pro forma for each such
         Restricted Payment, (i) the Available Repurchase Amount for such fiscal
         year is not less than $0, (ii) the Total Leverage Ratio for the most
         recently ended fiscal quarter is less than or equal to 3.00 to 1.00,
         (iii) no Default or Event of Default shall have occurred and be
         continuing or would result therefrom and (iv) all representations and
         warranties contained in Article V (Representations and Warranties) and
         in the other Loan Documents shall be true and correct in all material
         respects.

Notwithstanding anything to the contrary in Section 7.07 (d) above, if at any
time the Borrower shall have been prohibited from making any dividends or other
distributions in respect of the Sponsor Preferred Stock, the Borrower shall be
permitted to make such payment in arrears; provided, that at the time of making
such payment in arrears, the Borrower is in compliance with the requirements of
this Section 7.07 on a pro forma basis after giving effect to such proposed
Restricted Payment.

         7.08 ERISA. At any time engage in a transaction which could be subject
to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as


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defined in Section 4975 of the Code); (b) fail to comply with ERISA or any other
applicable Laws; or (c) incur any material "accumulated funding deficiency" (as
defined in Section 302 of ERISA), which, with respect to each event listed
above, could reasonably be expected to have a Material Adverse Effect.

         7.09 CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business other than a Permitted Business.

         7.10 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any
kind with any Affiliate of the Borrower, other than (a) for compensation and
upon fair and reasonable terms with Affiliates in transactions that are
otherwise permitted hereunder or (b) transactions with the Captive Insurance
Entity that are within the scope of the purpose for which such Person was
formed, in each case, on a basis no less favorable to the Borrower or a
Subsidiary than would be obtained in a comparable arm's-length transaction with
a Person other than an Affiliate.

         7.11 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation that
limits the ability (a) of any Subsidiary to make Restricted Payments, loans or
advances to the Borrower or any Guarantor or to otherwise transfer property to
the Borrower or any Guarantor, or (b) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person, other
than standard and customary negative pledge provisions in property acquired with
the proceeds of any Capital Lease or purchase money financing that extend and
apply only to such acquired property.

         7.12 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, provided
that to the extent permitted by Section 7.07(c) (Restricted Payments), the
proceeds of one or more Credit Extensions may be used by the Borrower to
purchase stock of the Borrower so long as such purchase is made in compliance
with Regulation U of the FRB and all other applicable Laws.

         7.13 FINANCIAL COVENANTS.

                  (a) Total Leverage Ratio. At any time permit the Total
         Leverage Ratio determined as of the last day of any Four-Quarter Period
         of the Borrower set forth below to be greater than the ratio set forth
         below opposite such Four-Quarter Period:

- --------------------------------------------------------------------------------
               FOUR-QUARTER PERIOD ENDING:          MAXIMUM TOTAL LEVERAGE RATIO
- --------------------------------------------------------------------------------
March 31, 2005                                              4.00 to 1.00
- --------------------------------------------------------------------------------
June 30, 2005                                               4.00 to 1.00
- --------------------------------------------------------------------------------
September 30, 2005                                          4.00 to 1.00
- --------------------------------------------------------------------------------
December 31, 2005                                           4.00 to 1.00
- --------------------------------------------------------------------------------
March 31, 2006                                              3.75 to 1.00
- --------------------------------------------------------------------------------
June 30, 2006                                               3.75 to 1.00
- --------------------------------------------------------------------------------
September 30, 2006                                          3.50 to 1.00
- --------------------------------------------------------------------------------
December 31, 2006                                           3.50 to 1.00
- --------------------------------------------------------------------------------


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- --------------------------------------------------------------------------------
March 31, 2007                                              3.25 to 1.00
- --------------------------------------------------------------------------------
June 30, 2007                                               3.25 to 1.00
- --------------------------------------------------------------------------------
September 30, 2007                                          3.25 to 1.00
- --------------------------------------------------------------------------------
December 31, 2007                                           3.25 to 1.00
- --------------------------------------------------------------------------------
March 31, 2008 and each Four-Quarter Period ending          3.00 to 1.00
thereafter
- --------------------------------------------------------------------------------

                  (b) Senior Leverage Ratio. At any time permit the Senior
         Leverage Ratio determined as of the last day of any Four-Quarter Period
         of the Borrower set forth below to be greater than the ratio set forth
         below opposite such Four-Quarter Period:

- --------------------------------------------------------------------------------
               FOUR-QUARTER PERIOD ENDING:         MAXIMUM SENIOR LEVERAGE RATIO
- --------------------------------------------------------------------------------
March 31, 2005                                              3.25 to 1.00
- --------------------------------------------------------------------------------
June 30, 2005                                               3.25 to 1.00
- --------------------------------------------------------------------------------
September 30, 2005                                          3.25 to 1.00
- --------------------------------------------------------------------------------
December 31, 2005                                           3.25 to 1.00
- --------------------------------------------------------------------------------
March 31, 2006                                              3.00 to 1.00
- --------------------------------------------------------------------------------
June 30, 2006                                               3.00 to 1.00
- --------------------------------------------------------------------------------
September 30, 2006                                          2.75 to 1.00
- --------------------------------------------------------------------------------
December 31, 2006                                           2.75 to 1.00
- --------------------------------------------------------------------------------
March 31, 2007                                              2.50 to 1.00
- --------------------------------------------------------------------------------
June 30, 2007                                               2.50 to 1.00
- --------------------------------------------------------------------------------
September 30, 2007                                          2.50 to 1.00
- --------------------------------------------------------------------------------
December 31, 2007                                           2.50 to 1.00
- --------------------------------------------------------------------------------
March 31, 2008 and each Four-Quarter Period ending
thereafter                                                  2.25 to 1.00
- --------------------------------------------------------------------------------

                  (c) Fixed Charge Ratio. Permit the Fixed Charge Ratio, as
         determined as of the last day of any Four-Quarter Period set forth
         below, to be less than the ratio set forth below opposite such
         Four-Quarter Period:

- --------------------------------------------------------------------------------
                FOUR-QUARTER PERIOD ENDING:           MINIMUM FIXED CHARGE RATIO
- --------------------------------------------------------------------------------
March 31, 2005                                               1.75 to 1.00
- --------------------------------------------------------------------------------
June 30, 2005                                                1.75 to 1.00
- --------------------------------------------------------------------------------
September 30, 2005                                           1.75 to 1.00
- --------------------------------------------------------------------------------


                                      117


- --------------------------------------------------------------------------------
December 31, 2005                                            1.75 to 1.00
- --------------------------------------------------------------------------------
March 31, 2006                                               1.75 to 1.00
- --------------------------------------------------------------------------------
June 30, 2006                                                1.75 to 1.00
- --------------------------------------------------------------------------------
September 30, 2006                                           1.75 to 1.00
- --------------------------------------------------------------------------------
December 31, 2006                                            1.75 to 1.00
- --------------------------------------------------------------------------------
March 31, 2007                                               1.75 to 1.00
- --------------------------------------------------------------------------------
June 30, 2007                                                1.75 to 1.00
- --------------------------------------------------------------------------------
September 30, 2007                                           1.75 to 1.00
- --------------------------------------------------------------------------------
December 31, 2007                                            1.75 to 1.00
- --------------------------------------------------------------------------------
March 31, 2008 and each Four-Quarter Period ending
thereafter                                                   2.00 to 1.00
- --------------------------------------------------------------------------------


         7.14 ACQUISITIONS. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless such Acquisition is a Permitted
Acquisition.

         7.15 CAPITAL EXPENDITURES. Make or become legally obligated to make
Capital Expenditures which exceed in the aggregate in any fiscal year of the
Borrower described below, the Dollar Equivalent of the amount set forth opposite
each such period:

- --------------------------------------------------------------------------------
FISCAL YEAR ENDING                                  MAXIMUM CAPITAL EXPENDITURES
- --------------------------------------------------------------------------------
December 31, 2005                                           $75,000,000
- --------------------------------------------------------------------------------
December 31, 2006                                           $75,000,000
- --------------------------------------------------------------------------------
December 31, 2007                                           $75,000,000
- --------------------------------------------------------------------------------
December 31, 2008                                           $75,000,000
- --------------------------------------------------------------------------------
December 31, 2009                                           $75,000,000
- --------------------------------------------------------------------------------
December 31, 2010                                           $75,000,000
- --------------------------------------------------------------------------------
December 31, 2011 and thereafter                            $75,000,000
- --------------------------------------------------------------------------------

; provided that up to the Dollar Equivalent of $15,000,000 of the amount of
Capital Expenditures permitted but not used in any fiscal year (without regard
to any carryover from the preceding fiscal year) may be carried forward to the
immediately succeeding fiscal year; and provided, further, that payments made by
the Loan Parties pursuant to the Intropack Agreement shall not constitute
Capital Expenditures under this Agreement unless and to the extent such payments
exceed $7,500,000 in the aggregate over the life of the Intropack Agreement.

                                      118


         7.16 CHANGE IN FISCAL YEAR; ACCOUNTING TREATMENT. (a) Change its fiscal
year or (b) its accounting treatment and reporting practices or tax reporting
treatment, except as required or permitted by GAAP or any Law.

         7.17 LIMITATION ON CASH PAYMENT OF EARN-OUTS. Pay any Acquisition
Related Earn-Out in cash, including any such payment into escrow, unless both
before and after the payment of such Acquisition Related Earn-Out in cash (a) no
Default or Event of Default shall have occurred and be continuing, (b) the
Borrower is in pro forma compliance with the terms of this Agreement, including
the financial covenants in Section 7.13 (Financial Covenants), after giving
effect thereto, (c) the excess of (i) the Aggregate Revolving Credit Commitments
over (ii) the Outstanding Amount of all Revolving Loans, Swing Line Loans,
Foreign Currency Loans and L/C Obligations, shall not be less than the Dollar
Equivalent of $40,000,000, and (d) the Borrower delivers to the Administrative
Agent and the Lenders a certificate certifying as to the matters in clauses (a),
(b) and (c) above, and setting forth the pro forma calculation of each of the
financial covenants in Section 7.13 (Financial Covenants) in substantially the
same manner as set forth in a Compliance Certificate.

         7.18 FOREIGN SUBSIDIARIES. Permit more than ten percent (10%) of
Consolidated Total Assets, in the aggregate, either to be owned by the
Subsidiaries of the Borrower that are not Domestic Subsidiaries or to be located
outside of the United States.

         7.19 SUBORDINATED INDEBTEDNESS. Unless consented to by the Required
Lenders:

                  (a) prepay, redeem, purchase, repurchase, defease or otherwise
         satisfy prior to the scheduled maturity thereof in any manner, or make
         any payment in violation of any subordination terms of, any
         Subordinated Indebtedness, in each case including pursuant to any
         change of control, sale of assets, issuance of any equity or otherwise
         as may be set forth in the terms therefor or available to the Borrower
         at its option; or

                  (b) amend, modify or change the terms of any Subordinated
         Indebtedness (or the Subordinated Indenture or any other material
         agreement or document entered into in connection therewith) if the
         effect of such amendment is to (i) increase the interest rate on such
         Subordinated Indebtedness, (ii) change the dates upon which payments of
         principal or interest are due on such Subordinated Indebtedness other
         than to extend such dates, (iii) change any default or event of default
         other than to delete or make less restrictive any default provision
         therein, or add any covenant with respect to such Subordinated
         Indebtedness, (iv) change the redemption or prepayment provisions of
         such Subordinated Indebtedness other than to extend the dates therefor
         or to reduce the premiums payable in connection therewith or (v) change
         or amend any other term if such change or amendment would materially
         increase the obligations of the obligor or confer additional material
         rights to the holder of such Subordinated Indebtedness in a manner
         adverse to the Borrower, any of its Subsidiaries, the Agents or any
         Lender;

provided that in any fiscal year, the Borrower may prepay, redeem, purchase,
repurchase, defease or otherwise satisfy prior to the scheduled maturity thereof
(each such event a "BOND REPURCHASE") a principal amount of Subordinated
Indebtedness so long as both immediately before and after the making of any such
Bond Repurchase, and pro forma for each such Bond Repurchase, (i) the Available
Repurchase Amount for such fiscal year is not less than $0, (ii) the Total
Leverage Ratio for the most recently ended fiscal quarter is less than or equal
to 3.00 to 1.00, (iii) the excess of the Aggregate Revolving Credit Commitments
over the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans,
Foreign Currency Loans and L/C Obligations shall equal or exceed the Dollar
Equivalent of $40,000,000, (iv) no Default or Event of Default shall have
occurred and be continuing and (v) all


                                      119


representations and warranties contained in Article V (Representations and
Warranties) and in the other Loan Documents shall be true and correct in all
material respects.

         7.20 STATUS OF BORROWER. The Borrower shall not at any time (a) operate
any of its lines of business other than through its Subsidiaries, or own any
assets other than (i) the Equity Securities of its Subsidiaries, (ii) cash and
Eligible Securities and other Investments permitted under Sections 7.02(b), (c)
and (d) (Investments), and (iii) such other property consistent with its sole
function as a holding company, including the holding of intangible property or
(b) engage in any other activities reasonably incidental to the foregoing.

         7.21 IMMATERIAL SUBSIDIARIES. Permit any Immaterial Subsidiary to own
any Subsidiary Securities.

         7.22 MODIFICATION OF CONSTITUENT DOCUMENTS. Change its capital
structure (including in the terms of its outstanding Stock) or otherwise amend
its Constituent Documents, except for (i) changes and amendments that do not
materially affect the rights and privileges of the Borrower or any of its
Subsidiaries and do not materially affect the interests of the Administrative
Agent, the Lenders and the L/C Issuers under the Loan Documents or in the
Collateral or (ii) the changes and amendments set forth on Schedule 7.22
(Modifications of Constituent Documents).

         7.23 MODIFICATION OF CLOSING RELATED DOCUMENTS. (a) Alter, rescind,
terminate, amend, supplement, waive or otherwise modify any provision of any
Closing Related Document (except for modifications to the terms of the
Subordinated Notes or other Subordinated Indebtedness or any Subordinated
Indenture or any other material agreement or document entered into in connection
the foregoing permitted under Section 7.19 (Subordinated Indebtedness) and
modifications that do not materially affect the rights and privileges of the
Borrower or any of its Subsidiaries under such Closing Related Document and that
do not materially affect the interests of the Secured Parties under the Loan
Documents or in the Collateral) or (b) permit any breach or default to exist
under any Closing Related Document or take or fail to take any action
thereunder, if to do so could reasonably be expected to have a Material Adverse
Effect.

         7.24 NO SPECULATIVE TRANSACTIONS. Engage in any speculative transaction
or in any transaction involving Swap Contracts except as (a) required by Section
6.17 (Interest Rate Contracts), (b) for the purpose of hedging in the normal
course of business and consistent with industry practices or (c) for the purpose
of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and, in each case,
not for purposes of speculation or taking a "market view."

                                  ARTICLE VIII

                         EVENTS OF DEFAULT AND REMEDIES

         8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event
of Default:

                  (a) Non-Payment. The Borrower fails to pay (i) when and as
         required to be paid herein, any amount of principal of any Loan or any
         L/C Obligation, or (ii) within three days after the same becomes due
         interest on any Loan or on any L/C Obligation, or any commitment or
         other fee due hereunder, or (iii) within five days after the same
         becomes due, any other Obligation payable hereunder or under any other
         Loan Document; or

                                      120


                  (b) Specific Covenants. The Borrower fails to perform or
         observe any term, covenant or agreement

                           (i) contained in any of 6.12 (Use of Proceeds), 6.14
                  (New Subsidiaries and Pledgors) or Section 7.13 (Financial
                  Covenants),

                           (ii) contained in any of Section 6.05 (Preservation
                  of Existence), 6.10 (Inspection Rights), 6.13 (Conduct of
                  Business; Maintain Principal Lines of Business) or 6.17
                  (Interest Rate Contracts) or Article VII (Negative Covenants)
                  (other than Section 7.13 (Financial Covenants)); provided,
                  that if any such failure to observe any term, covenant or
                  agreement in the foregoing provisions of this Agreement is
                  capable of being cured within three Business Days of the
                  occurrence thereof, such event shall not be deemed an Event of
                  Default until the end of the third Business Day following the
                  occurrence thereof;

                           (iii) contained in any of 6.02 (Certificates; Other
                  Information) or 6.03 (Notices) and such failure continues for
                  five Business Days; or

                           (iv) or contained in any of Section 6.01 (Financial
                  Statements) and such failure continues for thirty days;

                  (c) Other Defaults. Any Loan Party fails to perform or observe
         any other covenant or agreement (not specified in clause (a) or (b)
         above) contained in any Loan Document on its part to be performed or
         observed and such failure continues for 30 days; or

                  (d) Representations and Warranties. Any representation,
         warranty, certification or statement of fact made or deemed made by or
         on behalf of the Borrower or any other Loan Party herein, in any other
         Loan Document, or in any document delivered in connection herewith or
         therewith shall be incorrect or misleading in any material respect when
         made or deemed made; or

                  (e) Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Contingent Obligation (other than Indebtedness
         hereunder and Indebtedness under Swap Contracts) having an aggregate
         principal amount (including undrawn committed or available amounts and
         including amounts owing to all creditors under any combined or
         syndicated credit arrangement) of more than the Threshold Amount, or
         (B) fails to observe or perform any other agreement or condition
         relating to any such Indebtedness or Contingent Obligation or contained
         in any instrument or agreement evidencing, securing or relating
         thereto, or any other event occurs, the effect of which default or
         other event is to cause, or to permit the holder or holders of such
         Indebtedness or the beneficiary or beneficiaries of such Contingent
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to be demanded or to become due or to be
         repurchased or redeemed (automatically or otherwise) prior to its
         stated maturity, or such Contingent Obligation to become payable or
         cash collateral in respect thereof to be demanded; or (ii) there occurs
         under any Swap Contract an Early Termination Date (as defined in such
         Swap Contract) resulting from (A) any event of default under such Swap
         Contract as to which the Borrower or any Subsidiary is the "defaulting
         party" (as defined in such Swap Contract) or (B) any Termination Event
         (as so defined) under such Swap Contract as to which the Borrower or
         any Subsidiary is an Affected Party (as so defined) and, in either
         event, the Swap Termination Value owed by the Borrower or such
         Subsidiary as a result thereof is greater than the Threshold Amount; or
         (iii) there occurs any event of default under and as defined in the
         Subordinated Notes, any other Subordinated Indebtedness or any
         Subordinated Indenture; or

                                      121


                  (f) Insolvency Proceedings, Etc. The Borrower or any of its
         Subsidiaries institutes or consents to the institution of any
         proceeding under any Debtor Relief Law, or makes an assignment for the
         benefit of creditors; or applies for or consents to the appointment of
         any receiver, trustee, custodian, conservator, liquidator,
         rehabilitator or similar officer for it or for all or any material part
         of its property; or any receiver, trustee, custodian, conservator,
         liquidator, rehabilitator or similar officer is appointed without the
         application or consent of such Person and the appointment continues
         undischarged or unstayed for 60 calendar days; or any proceeding under
         any Debtor Relief Law relating to any such Person or to all or any part
         of its property is instituted without the consent of such Person and
         continues undismissed or unstayed for 60 calendar days, or an order for
         relief is entered in any such proceeding; or

                  (g) Inability to Pay Debts; Attachment. (i) The Borrower or
         any Subsidiary becomes unable or admits in writing its inability or
         fails generally to pay its debts as they become due, or (ii) any writ
         or warrant of attachment or execution or similar process is issued or
         levied against all or any material part of the property of any such
         Person and is not released, vacated or fully bonded within 30 days
         after its issue or levy; or

                  (h) Judgments. There is entered against the Borrower or any
         Subsidiary (i) a final judgment or order for the payment of money in an
         aggregate amount exceeding the Dollar Equivalent of $30,000,000 (to the
         extent not covered by independent third-party insurance as to which the
         insurer does not dispute coverage), or (ii) any non-monetary final
         judgment that has, or could reasonably be expected to have, a Material
         Adverse Effect and, in either case, (A) enforcement proceedings are
         commenced by any creditor upon such judgment or order, or (B) there is
         a period of 10 consecutive days during which a stay of enforcement of
         such judgment, by reason of a pending appeal or otherwise, is not in
         effect; or

                  (i) ERISA. (i) An ERISA Event occurs with respect to a Pension
         Plan or Multiemployer Plan which has resulted or could reasonably be
         expected to result in liability of the Borrower under Title IV of ERISA
         to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
         amount in excess of the Threshold Amount, or (ii) the Borrower or any
         ERISA Affiliate fails to pay when due, after the expiration of any
         applicable grace period, any installment payment with respect to its
         withdrawal liability under Section 4201 of ERISA under a Multiemployer
         Plan in an aggregate amount in excess of the Threshold Amount; or

                  (j) Invalidity of Loan Documents. Any Loan Document, at any
         time after its execution and delivery and for any reason other than the
         agreement of all the Lenders or satisfaction in full of all the
         Obligations, ceases to be in full force and effect, or is declared by a
         court of competent jurisdiction to be null and void, invalid or
         unenforceable in any respect; or any Loan Party denies that it has any
         or further liability or obligation under any Loan Document, or purports
         to revoke, terminate or rescind any Loan Document; or

                  (k) Failure to Create Liens. Any Collateral Document shall for
         any reason fail or cease to create a valid Lien on any Collateral
         having a Fair Market Value, individually or in the aggregate, in excess
         of $15,000,000 purported to be covered thereby or, except as permitted
         by the Loan Documents, such Lien shall fail or cease to be a perfected
         and first priority Lien or any Loan Party shall so state in writing; or

                  (l) Change of Control. There occurs any Change of Control; or

                  (m) AHI Acquisition. In the event that the Borrower has
         acquired greater than 90% but less than 100% of the Stock of AHI on the
         Closing Date, (i) the certificate of merger executed pursuant to


                                      122


         Section 4.01(a)(ii)(B)(I) (Consummation of Closing Transactions; Etc.)
         shall not have been filed on or prior to 5:00 p.m. (New York time) on
         the first Business Day occurring after the Closing Date or (ii) such
         certificate of merger shall not have become effective on or prior to
         5:00 p.m. (New York time) on the fifth Business Day occurring after the
         Closing Date.

         8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders,

                  (a) declare the Commitment of each Lender to make Loans, the
         Commitment of the Swing Line Lender to make Swing Line Loans, and any
         obligation of any L/C Issuer to make L/C Credit Extensions to be
         terminated, whereupon such Commitments and obligation shall be
         terminated;

                  (b) declare the unpaid principal amount of all outstanding
         Loans, all interest accrued and unpaid thereon, and all other amounts
         owing or payable hereunder or under any other Loan Document to be
         immediately due and payable, without presentment, demand, protest or
         other notice of any kind, all of which are hereby expressly waived by
         the Borrower;

                  (c) require that the Borrower Cash Collateralize the L/C
         Obligations (in an amount equal to the then Outstanding Amount thereof)
         plus the Letter of Credit fees payable with respect to such Letter of
         Credit (calculated at the Applicable Margin with respect to Revolving
         Loans that are Eurodollar Rate Loans then in effect for the period from
         the date of such cash collateralization until the expiry date of such
         Letter of Credit); and

                  (d) exercise on behalf of itself and the Lenders all rights
         and remedies available to it and the Lenders under the Loan Documents
         or applicable law;

provided, however, that upon the occurrence of any event specified in clause (f)
of Section 8.01 (Events of Default), the obligation of each Revolving Lender to
make Revolving Loans and any obligation of any L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.

         8.03 APPLICATION OF FUNDS. After the exercise of any rights or remedies
provided for in Section 8.02 (Remedies Upon Event of Default) (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 8.02 (Remedies Upon Event of Default)), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

         First , to the reasonable expenses incurred in connection with
retaking, holding, preserving, processing, maintaining or preparing for sale,
lease or other disposition of, any Collateral, including reasonable attorney's
fees and legal expenses pertaining thereto;

         Second , to payment of that portion of the Obligations constituting
fees, indemnities, expenses and other amounts (other than principal and
interest) payable to the Administrative Agent in its capacity as such (including
Attorney Costs and amounts payable under Article III (Taxes, Yield Protection
and Illegality));

                                      123


         Third , to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs and amounts payable under Article III
(Taxes, Yield Protection and Illegality)), ratably among them in proportion to
the amounts described in this clause Third payable to them;

         Fourth , to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the
Lenders in proportion to the respective amounts described in this clause Fourth
payable to them;

         Fifth , ratably among the Administrative Agent and the Lenders in
proportion to the respective amounts described in this clause Fifth held by
them, to (i) the payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, (ii) the Administrative Agent for the
account of the L/C Issuers to Cash Collateralize that portion of L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit; provided that if
the amounts available are insufficient to make all payments provided for in this
clause Fifth, that portion allocable to clause (ii) shall be applied first to
pay Outstanding Amounts of Loans and L/C Borrowings under clause (i) before
being utilized to Cash Collateralize L/C Obligations, (iii) to the payment of
that portion of the Obligations constituting Cash Management Obligations owing
to the Administrative Agent, any Lender or any Affiliate of any Lender and (iv)
to the payment of Swap Termination Values owing to any Lender or any Affiliate
of any Lender arising under Related Swap Contracts that shall have been
terminated and as to which the Administrative Agent shall have received notice
of such termination and the Swap Termination Value thereof from the applicable
Lender or Affiliate of a Lender;

         Sixth , to the payment of all other Obligations of the Loan Parties
owing under or in respect of the Loan Document that are due and payable to the
Administrative Agent and the other Secured Parties, or any of them, on such
date, ratably based on the respective aggregate amounts of all such Obligations
owing to the Administrative Agent and the other Secured Parties on such date;
and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.04(c) (Drawings and Reimbursements; Funding of
Participations), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy
drawings under such Letters of Credit as they occur. If any amount remains on
deposit as cash collateral after all Letters of Credit have either been fully
drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.

                                   ARTICLE IX

                                     AGENTS

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT AND
SYNDICATION AGENT.

                  (a) Each Lender hereby irrevocably appoints, designates and
         authorizes the Administrative Agent to take such action on its behalf
         under the provisions of this Agreement and each other Loan Document and
         to exercise such powers and perform such duties as are expressly
         delegated to it by the terms of this Agreement or any other Loan
         Document, together with such powers as are reasonably incidental
         thereto. Notwithstanding any provision to the contrary contained
         elsewhere herein or in any other Loan Document, the Administrative
         Agent shall not have any duties or responsibilities, except those
         expressly set forth herein, nor shall the Administrative Agent have or
         be deemed to have any fiduciary relationship with any Lender or
         participant, and no implied covenants,


                                      124


functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

                  (b) Each Lender hereby irrevocably appoints, designates and
         authorizes the Syndication Agent to take such action on its behalf
         under the provisions of this Agreement and each other Loan Document and
         to exercise such powers and perform such duties as are expressly
         delegated to it by the terms of this Agreement or any other Loan
         Document, together with such powers as are reasonably incidental
         thereto. Notwithstanding any provision to the contrary contained
         elsewhere herein or in any other Loan Document, the Syndication Agent
         shall not have any duties or responsibilities, except those expressly
         set forth herein, nor shall the Syndication Agent have or be deemed to
         have any fiduciary relationship with any Lender or participant, and no
         implied covenants, functions, responsibilities, duties, obligations or
         liabilities shall be read into this Agreement or any other Loan
         Document or otherwise exist against the Syndication Agent. Without
         limiting the generality of the foregoing sentence, the use of the term
         "agent" herein and in the other Loan Documents with reference to the
         Syndication Agent is not intended to connote any fiduciary or other
         implied (or express) obligations arising under agency doctrine of any
         applicable Law. Instead, such term is used merely as a matter of market
         custom, and is intended to create or reflect only an administrative
         relationship between independent contracting parties.

                  (c) Each L/C Issuer shall act on behalf of the Lenders with
         respect to any Letters of Credit issued by it and the documents
         associated therewith, and each L/C Issuer shall have all of the
         benefits and immunities (i) provided to the Agents in this Article IX
         (Agents) with respect to any acts taken or omissions suffered by such
         L/C Issuer in connection with Letters of Credit issued by it or
         proposed to be issued by it and the Letter of Credit Applications
         pertaining to such Letters of Credit as fully as if the term
         "Administrative Agent" as used in this Article IX (Agents) and in the
         definition of "Agent-Related Person" included such L/C Issuer with
         respect to such acts or omissions, and (ii) as additionally provided
         herein with respect to any L/C Issuer.

         9.02 DELEGATION OF DUTIES. Each of the Administrative Agent and the
Syndication Agent may execute any of its respective duties under this Agreement
or any other Loan Document by or through agents, employees or attorneys-in-fact
and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. Neither the Administrative
Agent nor the Syndication Agent shall be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

         9.03 LIABILITY OF AGENTS. No Agent-Related Person shall (a) be liable
for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to


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ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

                  (a) Each Agent shall be entitled to rely, and shall be fully
         protected in relying, upon any writing, communication, signature,
         resolution, representation, notice, consent, certificate, affidavit,
         letter, telegram, facsimile, telex or telephone message, electronic
         mail message, statement or other document or conversation believed by
         it to be genuine and correct and to have been signed, sent or made by
         the proper Person or Persons, and upon advice and statements of legal
         counsel (including counsel to any Loan Party), independent accountants
         and other experts selected by the Agents. Each Agent shall be fully
         justified in failing or refusing to take any action under any Loan
         Document unless it shall first receive such advice or concurrence of
         the Required Lenders as it deems appropriate and, if it so requests, it
         shall first be indemnified to its satisfaction by the Lenders against
         any and all liability and expense which may be incurred by it by reason
         of taking or continuing to take any such action. Each Agent shall in
         all cases be fully protected in acting, or in refraining from acting,
         under this Agreement or any other Loan Document in accordance with a
         request or consent of the Required Lenders (or such greater or other
         number or group of Lenders as may be expressly required hereby in any
         instance) and such request and any action taken or failure to act
         pursuant thereto shall be binding upon all the Lenders and
         participants.

                  (b) For purposes of determining compliance with the conditions
         specified in Section 4.01 (Conditions Precedent to Initial Credit
         Extensions), each Lender that has signed this Agreement shall be deemed
         to have consented to, approved or accepted or to be satisfied with,
         each document or other matter required thereunder to be consented to or
         approved by or acceptable or satisfactory to a Lender unless the Agents
         shall have received notice from such Lender prior to the anticipated
         Closing Date specifying its objection thereto.

         9.05 NOTICE OF DEFAULT. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except, in the case
of the Administrative Agent, with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for
the account of the Lenders, unless the Agents shall have received written notice
from a Lender or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default." The Administrative Agent will notify the Lenders of its receipt of any
such notice from a Lender, the Borrower or the Syndication Agent, as the case
may be. The Administrative Agent shall take such action with respect to such
Default or Event of Default as may be directed by the Required Lenders (or such
greater or other number or group of Lenders as may be expressly required hereby
in any instance) in accordance with Article VIII (Events of Default and
Remedies); provided, however, that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY AGENTS. Each Lender
acknowledges that no Agent-Related Person has made any representation or
warranty to it, and that no act by any Agent hereafter taken, including any
consent to and acceptance of any assignment or review of the affairs of any Loan
Party or any Affiliate thereof, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender as to any matter,
including whether Agent-Related Persons have disclosed material information in
their possession. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and


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information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower and the other Loan
Parties. Except in the case of the Administrative Agent for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, neither Agent shall have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.

         9.07 INDEMNIFICATION OF AGENTS. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand
each Agent-Related Person (to the extent not reimbursed by or on behalf of any
Loan Party and without limiting the obligation of any Loan Party to do so), pro
rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no Lender shall
be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities to the extent determined in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Agent-Related Person's own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required
Lenders (or such greater or other number or group of Lenders as may be expressly
required hereby in any instance) shall be deemed to constitute gross negligence
or willful misconduct for purposes of this Section 9.07; provided, further,
however, that to the extent any L/C Issuer is entitled to indemnification under
this Section 9.07, to the extent such indemnification relates solely to such L/C
Issuer's acting in such capacity the indemnification provided for in this
Section 9.07 will be the obligation solely of the Revolving Lenders. Without
limitation of the foregoing, each Lender shall reimburse each Agent upon demand
for its ratable share of any costs or out-of-pocket expenses (including Attorney
Costs and the costs and expenses incurred in connection with the use of
IntraLinks(TM) or other Approved Electronic Platform in connection with this
Agreement) incurred by such Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that such Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section 9.07 shall survive termination of the
Commitments, the payment of all Obligations hereunder and the resignation of the
Administrative Agent or the Syndication Agent, as the case may be.

         9.08 AGENTS IN THEIR INDIVIDUAL CAPACITY.

                  (a) CIBC and its Affiliates may make loans to, issue letters
         of credit for the account of, accept deposits from, acquire equity
         interests in and generally engage in any kind of banking, trust,
         financial advisory, underwriting or other business with each of the
         Loan Parties and their respective Affiliates as though CIBC were not
         the Administrative Agent, the Foreign Currency Fronting Lender or an
         L/C Issuer hereunder and without notice to or consent of the Lenders.
         The Lenders acknowledge that, pursuant to such activities, CIBC or its
         Affiliates may receive information regarding any Loan Party or its
         Affiliates (including information that may be subject to
         confidentiality obligations in favor of such Loan Party or such
         Affiliate) and acknowledge that the Administrative Agent shall be under
         no


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         obligation to provide such information to them. With respect to its
         Loans, CIBC shall have the same rights and powers under this Agreement
         as any other Lender and may exercise such rights and powers as though
         it were not the Administrative Agent, the Foreign Currency Fronting
         Lender or an L/C Issuer, and the terms "Lender" and "Lenders" include
         CIBC in its individual capacity.

                  (b) CUSA and its Affiliates may make loans to, issue letters
         of credit for the account of, accept deposits from, acquire equity
         interests in and generally engage in any kind of banking, trust,
         financial advisory, underwriting or other business with each of the
         Loan Parties and their respective Affiliates as though CUSA were not
         the Syndication Agent or an L/C Issuer hereunder and without notice to
         or consent of the Lenders. The Lenders acknowledge that, pursuant to
         such activities, CUSA or its Affiliates may receive information
         regarding any Loan Party or its Affiliates (including information that
         may be subject to confidentiality obligations in favor of such Loan
         Party or such Affiliate) and acknowledge that the Syndication Agent
         shall be under no obligation to provide such information to them. With
         respect to its Loans, CUSA shall have the same rights and powers under
         this Agreement as any other Lender and may exercise such rights and
         powers as though it were not the Syndication Agent or an L/C Issuer,
         and the terms "Lender" and "Lenders" include CUSA in its individual
         capacity.

         9.09 SUCCESSOR AGENTS.

                  (a) The Administrative Agent may resign as Administrative
         Agent upon 30 days' notice to the Lenders; provided that any such
         resignation by CIBC shall also constitute its resignation as an L/C
         Issuer and as the Swing Line Lender. If the Administrative Agent
         resigns under this Agreement, the Required Lenders shall appoint from
         among the Lenders a successor administrative agent for the Lenders
         which successor administrative agent shall be consented to by the
         Borrower at all times other than during the existence of an Event of
         Default (which consent of the Borrower shall not be unreasonably
         withheld or delayed). If no successor administrative agent is appointed
         prior to the effective date of the resignation of the Administrative
         Agent, the Administrative Agent may appoint, after consulting with the
         Lenders and the Borrower, a successor administrative agent from among
         the Lenders. Upon the acceptance of its appointment as successor
         administrative agent hereunder, the Person acting as such successor
         administrative agent shall succeed to all the rights, powers and duties
         of the retiring Administrative Agent, including its rights and powers
         as an L/C Issuer and as the Swing Line Lender, and the respective terms
         "Administrative Agent," "L/C Issuer" and "Swing Line Lender" shall mean
         or include, as applicable, such successor administrative agent, Letter
         of Credit issuer and swing line lender, and the retiring Administrative
         Agent's appointment, powers and duties as Administrative Agent shall be
         terminated and the retiring L/C Issuer's and Swing Line Lender's
         rights, powers and duties as such shall be terminated, without any
         other or further act or deed on the part of such retiring L/C Issuer or
         Swing Line Lender or any other Lender, other than the obligation of the
         successor L/C Issuer to issue letters of credit in substitution for the
         Letters of Credit, if any, outstanding at the time of such succession
         or to make other arrangements satisfactory to the retiring L/C Issuer
         to effectively assume the obligations of the retiring L/C Issuer with
         respect to such Letters of Credit. After any retiring Administrative
         Agent's resignation hereunder as Administrative Agent, the provisions
         of this Article IX (Agents) and Sections 10.04 (Attorney Costs,
         Expenses and Taxes) and 10.05 (Indemnification by the Borrower;
         Limitation of Liability) shall inure to its benefit as to any actions
         taken or omitted to be taken by it while it was Administrative Agent
         under this Agreement. If no successor administrative agent has accepted
         appointment as Administrative Agent by the date which is 30 days
         following a retiring Administrative Agent's notice of resignation, the
         retiring Administrative Agent's resignation shall nevertheless
         thereupon become effective and the Lenders shall perform all of the
         duties of the Administrative Agent hereunder until such time, if any,
         as the Required Lenders appoint a successor agent as provided for
         above.

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                  (b) The Syndication Agent may resign as Syndication Agent upon
         30 days' notice to the Lenders; provided that upon the effectiveness of
         such resignation, each reference in this Agreement to the Agents shall
         be deemed to be a reference to the Administrative Agent.

         9.10 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders and the Administrative Agent (including
         any claim for the reasonable compensation, expenses, disbursements and
         advances of the Lenders and the Administrative Agent and their
         respective agents and counsel and all other amounts due the Lenders and
         the Administrative Agent under Section 2.04(i) and (j) (Letters of
         Credit), 2.10 (Fees) and 10.04 (Attorney Costs, Expenses and Taxes)
         allowed in such judicial proceeding; and

                  (b) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.10 (Fees) and 10.04 (Attorney Costs,
Expenses and Taxes).

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

         9.11 COLLATERAL AND GUARANTY MATTERS.

                  (a) Each Lender and each L/C Issuer agrees that any action
         taken by the Administrative Agent, the Syndication Agent or the
         Required Lenders (or, where required by the express terms of this
         Agreement, a greater proportion of the Lenders) in accordance with the
         provisions of this Agreement or of the other Loan Documents, and the
         exercise by the Administrative Agent, the Syndication Agent or the
         Required Lenders (or, where so required, such greater proportion) of
         the powers set forth herein or therein with respect to such Person or
         Persons, together with such other powers as are reasonably incidental
         thereto, shall be authorized and binding upon all of the Lenders, L/C
         Issuers and other Secured Parties. Without limiting the generality of
         the foregoing, the Administrative Agent shall have the sole and
         exclusive right and authority to

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                           (i) act as the disbursing and collecting agent for
                  the Lenders and the L/C Issuers with respect to all payments
                  and collections arising in connection herewith and with the
                  Collateral Documents,

                           (ii) execute and deliver each Collateral Document and
                  accept delivery of each such Collateral Document delivered by
                  the Borrower or any of its Subsidiaries,

                           (iii) act as collateral agent for the Lenders, the
                  L/C Issuers and the other Secured Parties for purposes of the
                  perfection of all security interests and Liens created by such
                  Collateral Documents and all other purposes stated therein,
                  provided, however, that the Administrative Agent hereby
                  appoints, authorizes and directs each Lender and L/C Issuer to
                  act as collateral sub-agent for the Administrative Agent, the
                  Lenders and the L/C Issuers for purposes of the perfection of
                  all security interests and Liens with respect to the
                  Borrower's and its Subsidiaries' respective Deposit Accounts
                  maintained with, and cash and Eligible Securities held by,
                  such Lender or such L/C Issuers,

                           (iv) manage, supervise and otherwise deal with the
                  Collateral,

                           (v) take such action as is necessary or desirable to
                  maintain the perfection and priority of the security interests
                  and Liens created or purported to be created by the Collateral
                  Documents, and

                           (vi) except as may be otherwise specifically
                  restricted by the terms hereof or of any other Loan Document,
                  exercise all remedies given to the Administrative Agent, the
                  Lenders, the L/C Issuers and the other Secured Parties with
                  respect to the Collateral under the Loan Documents relating
                  thereto, applicable Law or otherwise.

                  (b) Each of the Lenders and the L/C Issuers hereby directs, in
         accordance with the terms hereof, the Administrative Agent, at its
         option and in its discretion, to release (or, in the case of clause
         (ii) below, release or subordinate) any Lien held by the Administrative
         Agent for the benefit of the Lenders, the L/C Issuers and the other
         Secured Parties against any of the following:

                           (i) all of the Collateral, upon termination of the
                  Commitments and payment and satisfaction in full of all Loans,
                  Reimbursement Obligations and all other Obligations that the
                  Administrative Agent has been notified in writing are then due
                  and payable (and, in respect of contingent L/C Obligations,
                  with respect to which cash collateral has been deposited or a
                  back-up letter of credit has been issued, in either case on
                  terms satisfactory to the Administrative Agent and the
                  applicable L/C Issuers);

                           (ii) any assets that are subject to a Lien permitted
                  by Section 7.01(l) (Liens); and

                           (iii) any part of the Collateral sold or otherwise
                  Disposed of by a Loan Party if such sale or other Disposition
                  is permitted by this Agreement (or permitted pursuant to a
                  waiver or consent of a transaction otherwise prohibited by
                  this Agreement).

Each of the Lenders and the L/C Issuers hereby directs the Administrative Agent
to execute and deliver or file such termination and partial release statements
and do such other things as are necessary to release Liens to be released
pursuant to this Section 9.11 promptly upon the effectiveness of any such
release.

                  (c) Each of the Lenders and the L/C Issuers hereby directs, in
         accordance with the terms hereof, the Administrative Agent, at its
         option and in its discretion,

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                           (i) to release any Guarantor from its obligations
                  under the Guaranty if such Person ceases to be a Subsidiary as
                  a result of a transaction permitted hereunder; and

                           (ii) to consent to the amendment of the Pledge and
                  Security Agreement from time to time to omit from the required
                  Collateral specified thereunder certain licenses, permits or
                  similar approvals issued to, or applied for by, the Borrower
                  or any of its Subsidiaries under applicable Laws where it is
                  required by Law or a Governmental Authority that such license
                  not be granted or delivered as security or Collateral.

                  (d) Upon request by the Administrative Agent at any time, the
         Required Lenders will confirm in writing the Administrative Agent's
         authority to release or subordinate its interest in particular types or
         items of property, or to release any Guarantor from its obligations
         under the Guaranty, pursuant to this Section 9.11.

         9.12 COLLATERAL MATTERS RELATING TO RELATED OBLIGATIONS. The benefit of
the Loan Documents and of the provisions of this Agreement relating to the
Collateral shall extend to and be available in respect of any Secured Obligation
arising under any Related Swap Contract or Cash Management Obligation or that is
otherwise owed to Persons other than the Administrative Agent, the Lenders and
the L/C Issuers (collectively, "RELATED OBLIGATIONS") solely on the condition
and understanding, as among the Administrative Agent and all Secured Parties,
that (a) the Related Obligations shall be entitled to the benefit of the Loan
Documents and the Collateral to the extent expressly set forth in this Agreement
and the other Loan Documents and to such extent the Administrative Agent shall
hold, and have the right and power to act with respect to, the Guaranty and the
Collateral on behalf of and as agent for the holders of the Related Obligations,
but the Administrative Agent is otherwise acting solely as agent for the Lenders
and the L/C Issuers and shall have no fiduciary duty, duty of loyalty, duty of
care, duty of disclosure or other obligation whatsoever to any holder of Related
Obligations, (b) all matters, acts and omissions relating in any manner to the
Guaranty, the Collateral, or the omission, creation, perfection, priority,
abandonment or release of any Lien, shall be governed solely by the provisions
of this Agreement and the other Loan Documents and no separate Lien, right,
power or remedy shall arise or exist in favor of any Secured Party under any
separate instrument or agreement or in respect of any Related Obligation, (c)
each Secured Party shall be bound by all actions taken or omitted, in accordance
with the provisions of this Agreement and the other Loan Documents, by the
Administrative Agent and the Required Lenders, each of whom shall be entitled to
act at its sole discretion and exclusively in its own interest given its own
Commitments and its own interest in the Loans, L/C Obligations and other
Obligations to it arising under this Agreement or the other Loan Documents,
without any duty or liability to any other Secured Party or as to any Related
Obligation and without regard to whether any Related Obligation remains
outstanding or is deprived of the benefit of the Collateral or becomes unsecured
or is otherwise affected or put in jeopardy thereby, (d) no holder of Related
Obligations and no other Secured Party (except the Administrative Agent, the
Lenders and the L/C Issuers, to the extent set forth in this Agreement) shall
have any right to be notified of, or to direct, require or be heard with respect
to, any action taken or omitted in respect of the Collateral or under this
Agreement or the Loan Documents and (e) no holder of any Related Obligation
shall exercise any right of setoff, banker's lien or similar right except as
expressly provided in Section 10.09 (Right of Setoff).

         9.13 POSTING OF APPROVED ELECTRONIC COMMUNICATIONS.

                  (a) Each of the Lenders, the L/C Issuers and the Borrower
         agree, and the Borrower shall cause each Guarantor to agree, that the
         Administrative Agent and the Syndication Agent, as the case may be,
         may, but shall not be obligated to, make the Approved Electronic
         Communications available to the Lenders and L/C Issuers by posting such
         Approved Electronic Communications on IntraLinks(TM)


                                      131


         or a substantially similar electronic platform chosen by the
         Administrative Agent to be its electronic transmission system (the
         "APPROVED ELECTRONIC PLATFORM").

                  (b) Although the Approved Electronic Platform and its primary
         web portal are secured with generally-applicable security procedures
         and policies implemented or modified by the Administrative Agent from
         time to time (including, as of the Closing Date, a dual firewall and a
         User ID/Password Authorization System) and the Approved Electronic
         Platform is secured through a single-user-per-deal authorization method
         whereby each user may access the Approved Electronic Platform only on a
         deal-by-deal basis, each of the Lenders, the L/C Issuers and the
         Borrower acknowledges and agrees, and the Borrower shall cause each
         Guarantor to acknowledge and agree, that the distribution of material
         through an electronic medium is not necessarily secure and that there
         are confidentiality and other risks associated with such distribution.
         In consideration for the convenience and other benefits afforded by
         such distribution and for the other consideration provided hereunder,
         the receipt and sufficiency of which is hereby acknowledged, each of
         the Lenders, the L/C Issuers and the Borrower hereby approves, and the
         Borrower shall cause each Guarantor to approve, distribution of the
         Approved Electronic Communications through the Approved Electronic
         Platform and understands and assumes, and the Borrower shall cause each
         Subsidiary Guarantor to understand and assume, the risks of such
         distribution.

                  (c) THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
         ELECTRONIC PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE". NONE OF
         THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT OR ANY OF THEIR
         RESPECTIVE AGENT-RELATED PERSONS WARRANT THE ACCURACY, ADEQUACY OR
         COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
         ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS
         OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
         ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
         STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
         MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
         THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS) IS
         MADE BY THE AGENT-RELATED PERSONS IN CONNECTION WITH THE APPROVED
         ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.

                  (d) Each of the Lenders, the L/C Issuers and the Borrower
         agree, and the Borrower shall cause each Guarantor to agree, that the
         Administrative Agent may, but (except as may be required by applicable
         law) shall not be obligated to, store the Approved Electronic
         Communications on the Approved Electronic Platform in accordance with
         the Administrative Agent's generally-applicable document retention
         procedures and policies.

         9.14 OTHER AGENTS; LEAD MANAGERS. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a
"documentation agent," "co-documentation agent," "co-agent," "book manager,"
"book-running manager," "lead manager," "arranger," "lead arranger" or
"co-arranger" shall have any right, power, obligation, liability, responsibility
or duty under this Agreement other than, in the case of such Persons in their
respective capacities as Lenders, those applicable to all Lenders as such.
Without limiting the foregoing, none of the Lenders or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders or other Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.

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                                   ARTICLE X

                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC.

                  (a) No amendment or waiver of any provision of this Agreement
         or any other Loan Document nor consent to any departure by any Loan
         Party therefrom shall in any event be effective unless the same shall
         be in writing and (x) in the case of any such waiver or consent, signed
         by the Required Lenders (or by the Administrative Agent with the
         consent of the Required Lenders), (y) in the case of any amendment
         necessary to implement the terms of a Facilities Increase in accordance
         with the terms hereof, by the Borrower, the Agents and the Incremental
         Term Loan Lenders providing such Facilities Increase, and (z) in the
         case of any other amendment, by the Required Lenders (or by the
         Administrative Agent with the consent of the Required Lenders) and the
         Borrower and, if applicable, one or more Loan Parties, and then any
         such waiver or consent shall be effective only in the specific instance
         and for the specific purpose for which given; provided, however, that
         no amendment, waiver or consent shall, unless in writing and signed by
         each Lender directly affected thereby, in addition to the parties
         required by clauses (x), (y) or (z) above, do any of the following:

                           (i) except with respect to any immaterial matters or
                  matters which are deferred pursuant to a post-closing
                  agreement, each as provided in Section 4.01(a) (Conditions
                  Precedent to Initial Credit Extensions), waive any condition
                  specified in Section 4.01 (Conditions Precedent to Initial
                  Credit Extensions), except with respect to a condition based
                  upon another provision hereof, the waiver of which requires
                  only the concurrence of the Required Lenders and, in the case
                  of the conditions specified in Section 4.01 (Conditions
                  Precedent to Initial Credit Extensions), subject to the
                  provisions of Section 4.03 (Determinations of Initial
                  Borrowing Conditions);

                           (ii) extend or increase the Commitment of such Lender
                  or subject such Lender to any additional obligation (or
                  reinstate any Revolving Credit Commitment terminated pursuant
                  to Section 2.06 Prepayments) or 8.02 (Remedies Upon Event of
                  Default)); provided, however, that any such increase with
                  respect to the Term Loan Commitment or the Aggregate Revolving
                  Credit Commitment shall require the consent of the Required
                  Term Loan Lenders or the Required Revolving Lenders, as the
                  case may be; provided, further, that the consent of the
                  Required Term Loan Lenders and/or the Required Revolving
                  Lenders shall not be required to effectuate any Facilities
                  Increase in accordance with the terms of this Agreement;

                           (iii) extend the scheduled final maturity of any Loan
                  owing to such Lender, or waive, reduce or postpone any
                  scheduled date fixed for the payment or reduction of principal
                  of any such Loan (it being understood that Section 2.06(e)
                  (Mandatory Prepayments) does not provide for scheduled dates
                  fixed for payment) or for the reduction of such Lender's
                  Commitment;

                           (iv) reduce the principal amount of any Loan or
                  Reimbursement Obligation owing to such Lender (other than by
                  the payment or prepayment thereof pursuant to the terms of
                  this Agreement);

                           (v) reduce the rate of interest on any Loan or
                  Reimbursement Obligations outstanding to such Lender except as
                  otherwise permitted hereunder or any fee payable hereunder to
                  such Lender;

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                           (vi) postpone any scheduled date fixed for payment of
                  such interest or fees owing to such Lender;

                           (vii) change the aggregate Pro Rata Term Shares or
                  Pro Rata Revolving Shares of Lenders required for any or all
                  Lenders to take any action hereunder other than as part of a
                  Facilities Increase;

                           (viii) release all or substantially all of the
                  Collateral except as provided in Section 9.11 (Collateral and
                  Guaranty Matters) or release the Borrower from its payment
                  obligation to such Lender under this Agreement or the Notes
                  owing to such Lender (if any) or release all or substantially
                  all of the Guarantors from their obligations under the
                  Guaranty except in connection with the sale or other
                  Disposition of all or substantially all of the Guarantors (or
                  all or substantially all of the assets thereof) permitted by
                  this Agreement (or permitted pursuant to a waiver or consent
                  of a transaction otherwise prohibited by this Agreement) and
                  except as expressly permitted under the Guaranty; or

                           (ix) amend Section 2.13(a)(ii) (Payments Generally),
                  Section 2.14 (Sharing of Payments), Section 9.11(b)
                  (Collateral and Guaranty Matters), this Section 10.01 or the
                  definitions of the terms "Required Lenders," "Required
                  Revolving Lenders," "Required Term Loan Lenders," "Pro Rata
                  Term Share" or "Pro Rata Revolving Share";

and provided, further, that (v) any modification of the application of payments
to the Term Loan pursuant to Section 2.06(e) (Mandatory Prepayments) shall
require the consent of the Required Term Loan Lenders and any such modification
of the application of payments to the Revolving Loans pursuant to Section
2.06(e) (Mandatory Prepayments) or the reduction of the Revolving Credit
Commitments pursuant to Section 2.07 (Reduction or Termination of Revolving
Credit Commitments) shall require the consent of the Required Revolving Lenders,
(w) no amendment, waiver or consent shall, unless in writing and signed by any
Special Purpose Vehicle that has been granted an option pursuant to Section
10.07(f) (Assignments and Participations) affect the grant or nature of such
option or the right or duties of such Special Purpose Vehicle hereunder, (x) no
amendment, waiver or consent shall, unless in writing and signed by the Foreign
Currency Fronting Lender in addition to the Lenders required above to take such
action, affect the rights or duties of the Foreign Currency Fronting Lender
under this Agreement or the other Loan Documents, (y) no amendment, waiver or
consent shall, unless in writing and signed by each L/C Issuer in addition to
the Lenders required above to take such action, affect the rights or duties of
the L/C Issuers under this Agreement or the other Loan Documents and (z) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement or the other Loan Documents; and

provided, further, that the Agents may, with the consent of the Borrower, amend,
modify or supplement this Agreement to cure any typographical error, defect or
inconsistency, so long as such amendment, modification or supplement does not
adversely affect the rights of any Lender or any L/C Issuer; and

provided, further, that notwithstanding the foregoing in this Section 10.01, the
Lenders authorize the Administrative Agent to amend the Loan Documents (and
release Collateral and Guarantees) to the extent required by applicable Gaming
Authorities (a "REQUIRED GAMING CHANGE"), provided, however, that the
Administrative Agent shall not make any Required Gaming Change if such action is
required to be approved by all affected Lenders pursuant to this Section 10.01,
and provided, further, however, that the Administrative Agent shall have no
obligation to make any Required Gaming Change and may seek the approval of all
affected Lenders or Required Lenders if it deems such action necessary or
desirable. The


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Administrative Agent shall promptly notify each of the Lenders after making any
Required Gaming Change.

                  (b) The Administrative Agent may, but shall have no obligation
         to, with the written concurrence of any Lender, execute amendments,
         modifications, waivers or consents on behalf of such Lender. Any waiver
         or consent shall be effective only in the specific instance and for the
         specific purpose for which it was given. No notice to or demand on the
         Borrower in any case shall entitle the Borrower to any other or further
         notice or demand in similar or other circumstances unless otherwise
         required hereunder.

                  (c) If, in connection with any proposed amendment,
         modification, waiver or termination (a "PROPOSED CHANGE") requiring the
         consent of all affected Lenders, the consent of Required Lenders is
         obtained but the consent of other Lenders whose consent is required is
         not obtained (any such Lender whose consent is not obtained as
         described in this Section 10.01 being referred to as a "NON-CONSENTING
         LENDER"), then, so long as the Lender acting as the Administrative
         Agent is not a Non-Consenting Lender, at the Borrower's request, an
         Eligible Assignee acceptable to the Administrative Agent shall have the
         right with the Administrative Agent's consent and in the Administrative
         Agent's sole discretion (but shall have no obligation) to purchase from
         such Non-Consenting Lender, and such Non-Consenting Lender agrees that
         it shall, upon the Administrative Agent's request, sell and assign to
         the Lender acting as the Administrative Agent or such Eligible
         Assignee, all of the Revolving Credit Commitments and Revolving Credit
         Outstandings of such Non-Consenting Lender if such Non-Consenting
         Lender is a Revolving Lender and all of the Outstanding Amount of the
         Term Loan owing to such Non-Consenting Lender if such Non-Consenting
         Lender is a Term Loan Lender, in each case for an amount equal to the
         principal balance of all such Revolving Loans or Term Loan, as
         applicable, held by the Non-Consenting Lender and all accrued and
         unpaid interest and fees with respect thereto through the date of sale;
         provided, however, that such purchase and sale shall be recorded in the
         Register maintained by the Administrative Agent and shall not be
         effective until (x) the Administrative Agent shall have received from
         such Eligible Assignee a duly executed Assignment and Acceptance and
         (y) such Non-Consenting Lender shall have received payments of all the
         Outstanding Amounts of the Revolving Loans or the Outstanding Amount of
         the Term Loan, as applicable, held by it and all accrued and unpaid
         interest and fees with respect thereto through the date of the sale.
         Each Lender agrees that, if it becomes a Non-Consenting Lender, it
         shall execute and deliver to the Administrative Agent an Assignment and
         Acceptance to evidence such sale and purchase and shall deliver to the
         Administrative Agent any Note (if the assigning Lender's Loans are
         evidenced by Notes) subject to such Assignment and Acceptance;
         provided, however, that the failure of any Non-Consenting Lender to
         execute an Assignment and Acceptance shall not render such sale and
         purchase (and the corresponding assignment) invalid and such assignment
         shall be recorded in the Register.

         10.02 NOTICES; ETC. All notices, demands, requests and other
communications provided for in this Agreement shall be given in writing, or by
any telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

                  (a) if to the Borrower:

                     Jarden Corporation
                     555 Theodore Fremd Avenue, Suite B-302
                     Rye, New York 10580-1455
                     Attention:         Chief Financial Officer
                     Telecopy no:       914-967-9405
                     E-Mail Address:    iashken@jarden.com
                                        ------------------

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                  (b) if to any Syndicated Lender or to the Foreign Currency
         Fronting Lender, at its Lending Office specified opposite its name on
         Schedule II (Lending Offices and Addresses for Notices) or on the
         signature page of any applicable Assignment and Acceptance;

                  (c) if to any L/C Issuer, at the address set forth under its
         name on Schedule II (Lending Offices and Addresses for Notices);

                  (d) if to the Administrative Agent or the Swing Line Lender:

                     CANADIAN IMPERIAL BANK OF COMMERCE
                     300 Madison Avenue
                     New York, New York 10017
                     Attention:         Marybeth Ross
                     Telecopy no:       (212) 856-3763
                     E-Mail Address:    marybeth.ross@us.cibc.com
                                        -------------------------

                     with a copy to:

                     April Varner
                     april.varner@us.cibc.com
                     ------------------------

                     and

                     Thomas Albertelli
                     thomas.albertelli@us.cibc.com
                     -----------------------------

                     and

                     with a copy to the Syndication Agent in the case of notices
                     delivered pursuant to Section 6.02 (Certificates; Other
                     Information) or Section 6.03 (Notices) at its address set
                     forth below; and

                  (e) if to the Syndication Agent:

                     CITICORP USA, INC.
                     390 Greenwich Street
                     New York, New York 10013
                     Attention:         Rob Ziemer, Director
                     Telecopy no:       (212) 723-8547
                     E-Mail Address:    rob.ziemer@citigroup.com
                                        ------------------------

                  (f) or at such other address as shall be notified in writing
         (x) in the case of the Borrower, the Administrative Agent and the Swing
         Line Lender, to the other parties and (y) in the case of all other
         parties, to the Borrower and the Administrative Agent. All such notices
         and communications shall be effective upon personal delivery (if
         delivered by hand, including any overnight courier service), when
         deposited in the mails (if sent by mail), or when properly delivered
         (if sent by a telecommunications device or through the Internet);
         provided, however, that notices and communications to the
         Administrative Agent pursuant to Article II (The Commitments and Credit
         Extensions) or Article IX (Agents) shall not be effective until
         received by the Administrative Agent.

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         10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure on the part of any
Lender, L/C Issuer or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by Law.

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES.

                  (a) The Borrower agrees to pay or reimburse the each of the
         Agents and the Arrangers for all reasonable costs and out-of-pocket
         expenses (including Attorney Costs of the Agents and costs and
         out-of-pocket expenses incurred in connection with the use of
         IntraLinks(TM) or any other Approved Electronic Platform) incurred in
         connection with this Agreement or the other Loan Documents, including
         (i) the development, due diligence, preparation, negotiation,
         syndication, execution and interpretation of this Agreement and each
         other Loan Document (whether or not the transactions contemplated
         hereby or thereby are consummated), (ii) any amendment, restatement,
         waiver, assignment, consent, supplement or other modification of the
         provisions of this Agreement and/or the other Loan Documents and the
         preparation, negotiation and execution of the same (whether or not the
         transactions contemplated hereby or thereby are consummated), (iii) the
         consummation of the transactions contemplated by this Agreement and the
         other Loan Documents, (iv) the creation, perfection or protection of
         the Liens under any Loan Document (including any Attorney Costs for
         local counsel in appropriate jurisdictions) and (v) the ongoing
         administration of this Agreement and the Loans, including consultation
         with attorneys in connection therewith and with respect to the rights
         and responsibilities of each of the Agents hereunder and under the
         other Loan Documents.

                  (b) The Borrower agrees to pay or reimburse the each of the
         Agents, the Arrangers, the Foreign Currency Fronting Lender, each
         Syndicated Lender and each L/C Issuer for all reasonable costs and
         out-of-pocket expenses (including Attorney Costs (including costs of
         settlement) incurred by each such Agent, the Arrangers, such Lender or
         such L/C Issuer incurred in connection with the protection,
         enforcement, attempted enforcement, or preservation of any rights or
         remedies under this Agreement, any Loan Document or Obligation or any
         security therefor (including all such costs and expenses incurred
         during any "workout" or restructuring in respect of the Obligations and
         during any legal proceeding, including any proceeding under any Debtor
         Relief Law), including all Attorney Costs of each of them.

                  (c) The foregoing costs and expenses in clauses (a) and (b)
         above shall include all search, filing, recording and appraisal charges
         and fees and taxes related thereto, and other out-of-pocket expenses
         incurred by each of the Agents and the cost of independent public
         accountants and other outside experts retained by any Agent, the
         Foreign Currency Fronting Lender or any Syndicated Lender. All amounts
         due under this Section 10.04 shall be payable within ten Business Days
         after demand therefor.

                  (d) The agreements in this Section 10.04 shall survive the
         termination of the Commitments and the repayment, satisfaction or
         discharge of all Obligations.

         10.05 INDEMNIFICATION BY THE BORROWER; LIMITATION OF LIABILITY.

                  (a) Indemnification. (i) The Borrower agrees to indemnify and
         hold harmless the Administrative Agent, the Syndication Agent, each
         Co-Documentation Agent, each Arranger, the Foreign Currency Fronting
         Lender, each Syndicated Lender and each L/C Issuer and each of their
         respective Affiliates, and each of the directors, officers, employees,
         agents, representatives, attorneys, consultants, trustees and advisors
         of or to any of the foregoing (each such Person being an


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         "INDEMNITEE") from and against any and all claims, damages,
         liabilities, obligations, losses, penalties, actions, judgments, suits,
         costs, disbursements and expenses of any kind or nature (including
         Attorney Costs of legal advisors to any such Indemnitee) that may be
         imposed on, incurred by or asserted against any such Indemnitee in any
         way relating to or arising out of or in connection with: (A) the
         execution, delivery, enforcement, performance or administration of any
         Loan Document, any Transaction Document or any other agreement, letter
         or instrument delivered in connection with the transactions
         contemplated thereby or the consummation of the transactions
         contemplated thereby, including any Permitted Acquisition, (B) any
         Commitment, Loan or Letter of Credit or the use or proposed use of the
         proceeds therefrom (including any refusal by any L/C Issuer to honor a
         demand for payment under a Letter of Credit if the documents presented
         in connection with such demand do not strictly comply with the terms of
         such Letter of Credit), including any proposed use or use to consummate
         such transactions contemplated thereby, including any Permitted
         Acquisition, or to repay any Indebtedness in connection therewith, (C)
         any actual or alleged presence or release of Hazardous Materials on or
         from any property currently or formerly owned or operated by the
         Borrower, any Subsidiary or any other Loan Party, or any Environmental
         Liability related in any way to the Borrower, any Subsidiary or any
         other Loan Party, or (D) any actual or prospective claim, litigation,
         investigation or proceeding relating to any of the foregoing, whether
         based on contract, tort or any other theory (including any
         investigation of, preparation for, or defense of any pending or
         threatened claim, investigation, litigation or proceeding), whether
         direct, indirect, or consequential and regardless of whether any
         Indemnitee is a party thereto (all the foregoing, collectively, the
         "INDEMNIFIED MATTERS"); provided that no Loan Party shall have any
         obligation under this Section 10.05 to an Indemnitee with respect to
         any Indemnified Matter to the extent that such liabilities,
         obligations, losses, damages, penalties, claims, demands, actions,
         judgments, suits, costs, expenses or disbursements have resulted
         primarily from (x) the gross negligence or willful misconduct of such
         Indemnitee or (y) any material breach by such Indemnitee of the
         obligations owing by it to the Borrower under this Agreement or the
         other Loan Documents, in each case, as determined by a court of
         competent jurisdiction in a final non-appealable judgment or order.

                           (ii) The Borrower shall indemnify the Administrative
                  Agent, the Syndication Agent, each Co-Documentation Agent, the
                  Foreign Currency Fronting Lender, the Syndicated Lenders and
                  each L/C Issuer for, and hold the Administrative Agent, the
                  Syndication Agent, each Co-Documentation Agent, the Foreign
                  Currency Fronting Lender, the Syndicated Lenders and each L/C
                  Issuer harmless from and against, any and all claims for
                  brokerage commissions, fees and other compensation made
                  against the Administrative Agent, the Syndication Agent, each
                  Co-Documentation Agent, the Foreign Currency Fronting Lender,
                  the Syndicated Lenders and the L/C Issuers for any broker,
                  finder or consultant with respect to any agreement,
                  arrangement or understanding made by or on behalf of any Loan
                  Party or any of its Subsidiaries in connection with the
                  transactions contemplated by this Agreement.

                           (iii) The Borrower, at the request of any Indemnitee,
                  shall have the obligation to defend against such
                  investigation, litigation or proceeding or requested Remedial
                  Action and the Borrower, in any event, may participate in the
                  defense thereof with legal counsel of the Borrower's choice.
                  In the event that such Indemnitee requests the Borrower to
                  defend against such investigation, litigation or proceeding or
                  requested Remedial Action, the Borrower shall promptly do so
                  and such Indemnitee shall have the right to have legal counsel
                  of its choice participate in such defense. No action taken by
                  legal counsel chosen by such Indemnitee in defending against
                  any such investigation, litigation or proceeding or requested
                  Remedial Action, shall vitiate or in any way impair the
                  Borrower's obligation and duty hereunder to indemnify and hold
                  harmless such Indemnitee.

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                           (iv) The Borrower agrees that any indemnification or
                  other protection provided to any Indemnitee pursuant to this
                  Agreement (including pursuant to this Section 10.05) or any
                  other Loan Document shall (i) survive payment in full of the
                  Obligations and (ii) inure to the benefit of any Person that
                  was at any time an Indemnitee under this Agreement or any
                  other Loan Document.

                  (b) Limitation of Liability. The Borrower agrees that no
         Indemnitee shall have any liability (whether direct or indirect, in
         contract or tort or otherwise) to the Borrower or any of its
         Subsidiaries, security holders or creditors as a result of any action
         taken or not taken by it arising out of, related to or taken in
         connection with any Loan Document or the consummation of the
         transactions contemplated thereby or the actual or proposed use of
         proceeds from any Loan or Letter of Credit, except to the extent that
         such liability is found in a final non-appealable judgment by a court
         of competent jurisdiction to have directly resulted from the gross
         negligence or willful misconduct of such Indemnitee or from any
         material breach by such Indemnitee of the obligations owing by it to
         the Borrower under this Agreement or the other Loan Documents, and in
         no event shall any Indemnitee be liable thereto for any special,
         consequential, punitive or indirect damages (including any loss of
         profits, business or anticipated savings). Without limitation of the
         foregoing, no Indemnitee shall be liable for any damages arising from
         the use by others of information or other materials obtained through
         IntraLinks(TM) or any other Approved Electronic Platform utilized in
         connection with the credit facilities provided hereunder.

                  (c) The agreements in this Section 10.05 shall survive the
         resignation of any Agent, any Co-Documentation Agent, the replacement
         of the Foreign Currency Fronting Lender or any Syndicated Lender, the
         termination of the Commitments and the repayment, satisfaction or
         discharge of all other Obligations. All amounts due under this Section
         10.05 shall be payable within ten Business Days after demand therefor.
         The Borrower hereby waives, releases and agrees (each for itself and on
         behalf of its Subsidiaries) not to sue upon any such claim for any
         special, indirect, consequential or punitive damages, whether or not
         accrued and whether or not known or suspected to exist in its favor.

         10.06 MARSHALLING; PAYMENTS SET ASIDE. None of the Administrative
Agent, the Foreign Currency Fronting Lender, any Syndicated Lender or any L/C
Issuer shall be under any obligation to marshal any assets in favor of the
Borrower or any other party or against or in payment of any or all of the
Obligations. To the extent that the Borrower makes a payment or payments to the
Administrative Agent, the Foreign Currency Fronting Lender, the Syndicated
Lenders or the L/C Issuers or any such Person receives payment from the proceeds
of the Collateral or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party, then to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, right and remedies therefor, shall be revived and
continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

         10.07 ASSIGNMENTS AND PARTICIPATIONS.

                  (a) Each Syndicated Lender may sell, transfer, negotiate or
         assign to one or more Eligible Assignees all or a portion of its rights
         and obligations hereunder (including all of its rights and obligations
         with respect to the Term Loan, the Revolving Loans, the Swing Line
         Loans, the Foreign Currency Loans and the Letters of Credit); provided,
         however, that (i)(A) if any such assignment shall be of the assigning
         Syndicated Lender's Revolving Credit Outstandings and Revolving Credit
         Commitments, such assignment shall cover the same percentage of such
         Syndicated Lender's Revolving Credit Outstandings and Revolving Credit
         Commitment and (B) if any such assignment shall be of the assigning
         Syndicated Lender's Pro Rata Term Share of the Term Loan and Term Loan


                                      139


         Commitment (if any), such assignment shall cover the same percentage of
         such Syndicated Lender's Pro Rata Term Share of the Term Loan and Term
         Loan Commitment (if any), (ii) the aggregate amount being assigned
         pursuant to each such assignment (determined as of the date of the
         Assignment and Acceptance with respect to such assignment) shall in no
         event (if less than the Assignor's entire interest) be less than (x) in
         the case of the Revolving Credit Facility, $5,000,000 or an integral
         multiple of $1,000,000 in excess thereof or (y) in the case of the Term
         Loan Facility, $1,000,000 or an integral multiple of $1,000,000 in
         excess thereof, except, in any case, (A) with the consent of the
         Borrower (not to be unreasonably withheld or delayed) and the
         Administrative Agent or (B) if such assignment is being made to a
         Syndicated Lender or an Affiliate or Approved Fund of such Syndicated
         Lender, (iii) if such Eligible Assignee is not, prior to the date of
         such assignment, a Syndicated Lender or an Affiliate or Approved Fund
         of a Syndicated Lender, such assignment shall be subject to the prior
         consent of the Administrative Agent and the Borrower (which consent
         shall not be unreasonably withheld or delayed) and (iv) any assignment
         of a Revolving Credit Commitment must be approved by the Administrative
         Agent, each L/C Issuer and the Swing Line Lender (each such consent not
         to be unreasonably withheld or delayed); and provided, further, that,
         notwithstanding any other provision of this Section 10.07, the consent
         of the Borrower shall not be required for any assignment occurring when
         any Event of Default shall have occurred and be continuing. Any such
         assignment need not be ratable as among the Term Loan Facility and the
         Revolving Credit Facility.

                  (b) The parties to each such assignment shall execute and
         deliver to the Administrative Agent, for its acceptance and recording,
         an Assignment and Acceptance, together with any Note (if the assigning
         Syndicated Lender's Loans are evidenced by a Note) subject to such
         assignment. Upon the execution, delivery, acceptance and recording of
         any Assignment and Acceptance and, other than in respect of assignments
         made pursuant to Section 3.07 (Substitution of Lenders) and Section
         10.01(c) (Amendments, Etc.), the receipt by the Administrative Agent
         from the assignee (other than CUSA or its Affiliates) of an assignment
         fee in the amount of $3,500 from and after the effective date specified
         in such Assignment and Acceptance (provided that in respect of multiple
         contemporaneous assignments by any Lender to its Approved Funds, such
         assignment fee shall be in an amount equal to (x) $3,500 for the first
         such assignment to an Approved Fund of such Lender and (y) $250 for
         each additional contemporaneous assignment to such Approved Funds of
         such Lender), (i) the assignee thereunder shall become a party hereto
         and, to the extent that rights and obligations under the Loan Documents
         have been assigned to such assignee pursuant to such Assignment and
         Acceptance, have the rights and obligations of a Syndicated Lender, and
         if such Syndicated Lender were an L/C Issuer, of such L/C Issuer
         hereunder and thereunder, and (ii) the assignor thereunder shall, to
         the extent that rights and obligations under this Agreement have been
         assigned by it pursuant to such Assignment and Acceptance, relinquish
         its rights (except for those surviving the payment in full of the
         Obligations) and be released from its obligations under the Loan
         Documents, other than those relating to events or circumstances
         occurring prior to such assignment (and, in the case of an Assignment
         and Acceptance covering all or the remaining portion of an assigning
         Lender's rights and obligations under the Loan Documents, such Lender
         shall cease to be a party hereto).

                  (c) The Administrative Agent shall maintain at its address
         referred to in Section 10.02 (Notices, Etc.) a copy of each Assignment
         and Acceptance delivered to and accepted by it and a register for the
         recording of the names and addresses of the Lenders and the Commitments
         of and principal amount of the Loans and L/C Obligations owing to each
         Lender from time to time (the "REGISTER"). Any assignment pursuant to
         this Section 10.07 shall not be effective until such assignment is
         recorded in the Register. The entries in the Register shall be
         conclusive and binding for all purposes, absent manifest error, and the
         Loan Parties, the Administrative Agent and the Lenders may treat each
         Person whose name is recorded in the Register as a Lender for all
         purposes of this Agreement. The Register shall be available for
         inspection by the Borrower, the Administrative Agent or any Lender at
         any reasonable time and from time to time upon reasonable prior notice.

                                      140


                  (d) Notwithstanding anything to the contrary contained in
         clause (b) above, the Loans (including the Notes evidencing such Loans)
         are registered obligations and the right, title, and interest of the
         Lenders and their assignees in and to such Loans shall be transferable
         only upon notation of such transfer in the Register. A Note shall only
         evidence the Lender's or an assignee's right title and interest in and
         to the related Loan, and in no event is any such Note to be considered
         a bearer instrument or obligation. This Section 10.07 shall be
         construed so that the Loans are at all times maintained in "registered
         form" within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of
         the Code and any related regulations (or any successor provisions of
         the Internal Revenue Code or such regulations). Solely for purposes of
         this and for tax purposes only, the Administrative Agent shall act as
         the Borrower's agent for purposes of maintaining such notations of
         transfer in the Register.

                  (e) Upon its receipt of an Assignment and Acceptance executed
         by an assigning Syndicated Lender and an assignee, the Administrative
         Agent shall, if such Assignment and Acceptance has been completed, (i)
         accept such Assignment and Acceptance, (ii) record the information
         contained therein in the Register and (iii) give prompt notice thereof
         to the Borrower. Within five Business Days after its receipt of such
         notice, the Borrower, at its own expense, shall, if requested by such
         assignee, execute and deliver to the Administrative Agent new Notes to
         the order of such assignee in an amount equal to the Commitments and
         Loans assumed by such assignee pursuant to such Assignment and
         Acceptance and, if the assigning Syndicated Lender has surrendered any
         Note for exchange in connection with the assignment and has retained
         Commitments or Loans hereunder, new Notes to the order of the assigning
         Syndicated Lender in an amount equal to the Commitments and Loans
         retained by it hereunder. Such new Notes shall be dated the same date
         as the surrendered Notes and be in substantially the form of Exhibit
         C-1 (Form of Term Loan Note), Exhibit C-2 (Form of Revolving Loan Note)
         or Exhibit C-3 (Form of Swing Line Note) as applicable.

                  (f) In addition to the other assignment rights provided in
         this Section 10.07, each Syndicated Lender may (i) grant to a Special
         Purpose Vehicle the option to make all or any part of any Loan that
         such Syndicated Lender would otherwise be required to make hereunder
         and the exercise of such option by any such Special Purpose Vehicle and
         the making of Loans pursuant thereto shall satisfy (once and to the
         extent that such Loans are made) the obligation of such Syndicated
         Lender to make such Loans thereunder, provided, however, that nothing
         herein shall constitute a commitment or an offer to commit by such a
         Special Purpose Vehicle to make Loans hereunder and no such Special
         Purpose Vehicle shall be liable for any indemnity or other Obligation
         (other than the making of Loans for which such Special Purpose Vehicle
         shall have exercised an option, and then only in accordance with the
         relevant option agreement), and (ii) pledge or assign, as collateral or
         otherwise, any of its rights under this Agreement, whether now owned or
         hereafter acquired (including rights to payments of principal or
         interest on the Loans), to (x) any Federal Reserve Bank pursuant to
         Regulation A of the FRB without notice to or consent of the Borrower or
         the Administrative Agent, (y) any trustee or other designated
         representative, in each case for the benefit of the holders of such
         Syndicated Lender's securities and (z) to any Special Purpose Vehicle
         to which such Syndicated Lender has granted an option pursuant to
         clause (i) above; and provided, further, that no such assignment or
         grant shall release such Syndicated Lender from any of its obligations
         hereunder except as expressly provided in clause (i) above. Each party
         hereto acknowledges and agrees that, prior to the date that is one year
         and one day after the payment in full of all outstanding commercial
         paper or other senior debt of any such Special Purpose Vehicle, such
         party shall not institute against, or join any other Person in
         instituting against, any Special Purpose Vehicle that has been granted
         an option pursuant to this clause (f) any bankruptcy, reorganization,
         insolvency or liquidation proceeding (such agreement shall survive the
         payment in full of the Obligations).

                  (g) Each Syndicated Lender may sell participations to one or
         more Persons in or to all or a portion of its rights and obligations
         under the Loan Documents (including all its rights and obligations


                                      141


         with respect to the Term Loan, Revolving Loans, Swing Line Loans,
         Foreign Currency Loans and Letters of Credit). The terms of such
         participation shall not, in any event, require the participant's
         consent to any amendments, waivers or other modifications of any
         provision of any Loan Documents, the consent to any departure by any
         Loan Party therefrom, or to the exercising or refraining from
         exercising any powers or rights such Syndicated Lender may have under
         or in respect of the Loan Documents (including the right to enforce the
         obligations of the Loan Parties), except if any such amendment, waiver
         or other modification or consent would (i) reduce the amount, or
         postpone any date fixed for, any amount (whether of principal, interest
         or fees) payable to such participant under the Loan Documents, to which
         such participant would otherwise be entitled under such participation
         or (ii) result in the release of all or substantially all of the
         Collateral other than in accordance with Section 9.11 (Collateral and
         Guaranty Matters). In the event of the sale of any participation by any
         Syndicated Lender, (w) such Syndicated Lender's obligations under the
         Loan Documents shall remain unchanged, (x) such Syndicated Lender shall
         remain solely responsible to the other parties for the performance of
         such obligations, (y) such Syndicated Lender shall remain the holder of
         such Obligations for all purposes of this Agreement and (z) the
         Borrower, the Administrative Agent and the other Syndicated Lenders
         shall continue to deal solely and directly with such Syndicated Lender
         in connection with such Syndicated Lender's rights and obligations
         under this Agreement. Each participant shall be entitled to the
         benefits of Section 3.01 (Taxes), Section 3.02 (Illegality) and Section
         3.04(b) (Increased Cost and Reduced Return; Capital Adequacy) as if it
         were a Syndicated Lender; provided, however, that anything herein to
         the contrary notwithstanding, the Borrower shall not, at any time, be
         obligated to make under Section 3.01 (Taxes), Section 3.02 (Illegality)
         and Section 3.04(b) (Increased Cost and Reduced Return; Capital
         Adequacy) to the participants in the rights and obligations of any
         Syndicated Lender (together with such Syndicated Lender) any payment in
         excess of the amount the Borrower would have been obligated to pay to
         such Syndicated Lender in respect of such interest had such
         participation not been sold.

                  (h) Any L/C Issuer may at any time assign its rights and
         obligations hereunder to any other Syndicated Lender by an instrument
         in form and substance satisfactory to the Borrower, the Administrative
         Agent, such L/C Issuer and such Syndicated Lender. If any L/C Issuer
         ceases to be a Syndicated Lender hereunder by virtue of any assignment
         made pursuant to this Section 10.07, then, as of the effective date of
         such cessation, such L/C Issuer's obligations to issue Letters of
         Credit pursuant to Section 2.04 (Letters of Credit) shall terminate and
         such L/C Issuer shall be an L/C Issuer hereunder only with respect to
         outstanding Letters of Credit issued prior to such date.

         10.08 CONFIDENTIALITY. Each Lender and the Administrative Agent agree
to keep information obtained by it pursuant hereto and the other Loan Documents
confidential in accordance with reasonable customary practices and agrees that
it shall only use such information in connection with the transactions
contemplated by this Agreement and not disclose any such information other than
(a) to such Lender's or the Administrative Agent's, as the case may be,
employees, directors, attorneys, accountants, trustees, advisors,
representatives and agents that are or are expected to be involved in the
evaluation of such information in connection with the transactions contemplated
by this Agreement and are advised of the confidential nature of such
information, (b) to the extent such information presently is or hereafter
becomes available to such Lender or the Administrative Agent, as the case may
be, on a non-confidential basis from a source other than the Borrower or any
Guarantor, (c) to the extent disclosure is required by law, regulation or
judicial order or requested or required by bank regulators or auditors or (d) to
current or prospective assignees, participants and Special Purpose Vehicles
grantees of any option described in Section 10.07 (Assignments and
Participations), in each case to the extent such assignees, participants or
grantees agree to be bound by the provisions of this Section 10.08.
Notwithstanding any other provision in this Agreement, each Agents, each Lender
and each L/C Issuer may disclose without limitation of any kind, any information
with respect to the "tax treatment" and "tax structure" (in each case, within
the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby) and all


                                      142


materials of any kind (including opinions or other tax analyses) that are
provided to such Agent, such Lender or such L/C Issuer, as the case may be,
relating to such tax treatment and tax structure; provided that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated by this Agreement and the other
Loan Documents.

         10.09 RIGHT OF SETOFF. Upon the occurrence and during the continuance
of any Event of Default, each Lender and each Affiliate of a Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or its Affiliates to or for the credit or the account
of the Borrower against any and all of the Obligations now or hereafter existing
whether or not such Lender shall have made any demand under this Agreement or
any other Loan Document and even though such Obligations may be unmatured. Each
Lender agrees promptly to notify the Borrower after any such setoff and
application made by such Lender or its Affiliates; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section 10.09 are in addition
to the other rights and remedies (including other rights of setoff) that such
Lender may have.

         10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "MAXIMUM RATE"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations.

         10.11 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document.
Delivery of an executed signature page of this Agreement by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all parties
shall be lodged with the Borrower and the Administrative Agent.

         10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided, that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

                                      143


         10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

         10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 TAX FORMS.

                  (a) (i) Each Lender that is not a "United States person"
         within the meaning of Section 7701(a)(30) of the Code (a "NON-U.S.
         LENDER") shall deliver to the Administrative Agent, prior to receipt of
         any payment subject to withholding under the Code (or upon accepting an
         assignment of an interest herein), two duly signed completed copies of
         (A) either (I) IRS Form W-8BEN or any successor thereto relating to
         such Non-U.S. Lender and entitling it to an exemption from, or
         reduction of, withholding tax (including any exemption pursuant to
         Section 881(c) of the Code) on all payments to be made to such Person
         by the Borrower pursuant to this Agreement) or (II) IRS Form W-8ECI or
         any successor thereto relating to all payments to be made to such
         Non-U.S. Lender by the Borrower pursuant to this Agreement or such
         other evidence satisfactory to the Borrower and the Administrative
         Agent that such Non-U.S. Lender is entitled to an exemption from, or
         reduction of, U.S. withholding tax and (B) in the case of any Lender
         claiming an exemption from, or reduction of, withholding tax under
         Section 871(h) or 881(c) of the Code with respect to payments of
         "portfolio interest", such Non-U.S. Lender shall also provide a
         certificate of such Non-U.S. Lender is not (I) a "bank" for purposes of
         Section 881(c)(3)(B) of the Code, (II) a 10% shareholder (within the
         meaning of Section 881(c)(3)(B) of the Code) of the Borrower or any
         Subsidiary or (3) a controlled foreign corporation related to the
         Borrower or any Subsidiary (within the meaning of Section 881(c)(3)(C)
         of the Code). Thereafter and from time to time, each such Non-U.S.
         Lender shall (A) promptly submit to the Administrative Agent such
         additional duly completed and signed copies of one of such forms (or
         such successor forms as shall be adopted from time to time by the
         relevant United States taxing authorities) as may then be available
         under then current United States laws and regulations to avoid, or such
         evidence as is satisfactory to the Borrower and the Administrative
         Agent of any available exemption from or reduction of, United States
         withholding taxes in respect of all payments to be made to such
         Non-U.S. Lender by the Borrower pursuant to this Agreement, (B)
         promptly notify the Administrative Agent of any change in circumstances
         which would modify or render invalid any claimed exemption or
         reduction, and (C) take such steps as shall not be materially
         disadvantageous to it, in the reasonable judgment of such Lender, and
         as may be reasonably necessary (including the re-designation of its
         Lending Office) to avoid any requirement of applicable Laws that the
         Borrower make any deduction or withholding for taxes from amounts
         payable to such Person.

                           (ii) Each Non-U.S. Lender, to the extent it does not
                  act or ceases to act for its own account with respect to any
                  portion of any sums paid or payable to such Lender under any
                  of the Loan Documents (for example, in the case of a
                  participation by such Lender), shall deliver to the
                  Administrative Agent on the date when such Non-U.S. Lender
                  ceases to act for its own account


                                      144


                  with respect to any portion of any such sums paid or payable,
                  and at such other times as may be necessary in the
                  determination of the Administrative Agent (in its reasonable
                  discretion), (A) two duly signed completed copies of the forms
                  or statements required to be provided by such Lender as set
                  forth above, to establish the portion of any such sums paid or
                  payable with respect to which such Lender acts for its own
                  account that is not subject to U.S. withholding tax, and (B)
                  two duly signed completed copies of IRS Form W-8IMY (or any
                  successor thereto), together with any information such Lender
                  chooses to transmit with such form, and any other certificate
                  or statement of exemption required under the Code, to
                  establish that such Lender is not acting for its own account
                  with respect to a portion of any such sums payable to such
                  Lender.

                           (iii) The Borrower shall not be required to pay any
                  additional amount to any Non-U.S. Lender under Section 3.01(a)
                  (Taxes) (A) with respect to any Taxes required to be deducted
                  or withheld on the basis of the information, certificates or
                  statements of exemption such Lender transmits with an IRS Form
                  W-8IMY pursuant to this Section 10.15(a) or (B) if such Lender
                  shall have failed to satisfy the foregoing provisions of this
                  Section 10.15(a); provided that if such Lender shall have
                  satisfied the requirements of this Section 10.15(a) on the
                  date such Lender became a Lender or ceased to act for its own
                  account with respect to any payment under any of the Loan
                  Documents, nothing in this Section 10.15(a) shall relieve the
                  Borrower of its obligation to pay any amounts pursuant to
                  Section 3.01(a) (Taxes) in the event that, as a result of any
                  change in any applicable Law, treaty or governmental rule,
                  regulation or order, or any change in the interpretation,
                  administration or application thereof, such Lender is no
                  longer properly entitled to deliver forms, certificates or
                  other evidence at a subsequent date establishing the fact that
                  such Lender or other Person for the account of which such
                  Lender receives any sums payable under any of the Loan
                  Documents is not subject to withholding or is subject to
                  withholding at a reduced rate.

                           (iv) The Administrative Agent may, without reduction,
                  withhold any Taxes required to be deducted and withheld from
                  any payment under any of the Loan Documents with respect to
                  which the Borrower is not required to pay additional amounts
                  under this Section 10.15(a).

                  (b) Upon the request of the Administrative Agent, each Lender
         that is a "United States person" within the meaning of Section
         7701(a)(30) of the Code shall deliver to the Administrative Agent two
         duly signed completed copies of IRS Form W-9. If such Lender fails to
         deliver such forms, then the Administrative Agent may withhold from any
         interest payment to such Lender an amount equivalent to the applicable
         back-up withholding tax imposed by the Code, without reduction.

                  (c) If any Governmental Authority asserts that the
         Administrative Agent did not properly withhold or backup withhold, as
         the case may be, any tax or other amount from payments made to or for
         the account of any Lender, such Lender shall indemnify the
         Administrative Agent therefor, including all penalties and interest,
         any taxes imposed by any jurisdiction on the amounts payable to the
         Administrative Agent under this Section, and costs and expenses
         (including Attorney Costs) of the Administrative Agent. The obligation
         of the Lenders under this Section shall survive the termination of the
         Commitments, repayment of all Obligations and the resignation of the
         Administrative Agent.

         10.16 BINDING EFFECT. This Agreement shall become effective when it
shall have been executed by the Borrower and the Administrative Agent and when
the Administrative Agent shall have been notified by each Lender and L/C Issuer
that such Lender or L/C Issuer has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrower, the Administrative Agent and each
Lender and L/C Issuer and, in each case, their respective successors and
assigns; provided, however, that the Borrower shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of
the Lenders.

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         10.17 GOVERNING LAW. This Agreement and the rights and obligations of
the parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

         10.18 SUBMISSION TO JURISDICTION; SERVICE OF PROCESS.

                  (a) Any legal action or proceeding with respect to this
         Agreement or any other Loan Document may be brought in the courts of
         the State of New York or of the United States of America for the
         Southern District of New York, and, by execution and delivery of this
         Agreement, each Person party hereby accepts for itself and in respect
         of its property, generally and unconditionally, the jurisdiction of the
         aforesaid courts. The parties hereto hereby irrevocably waive any
         objection, including any objection to the laying of venue or based on
         the grounds of forum non conveniens, that any of them may now or
         hereafter have to the bringing of any such action or proceeding in such
         respective jurisdictions.

                  (b) Nothing contained in this Section 10.18 shall affect the
         right of any Person party hereto to serve process in any manner
         permitted by law or commence legal proceedings or otherwise proceed
         against any other Person party hereto in any other jurisdiction.

                  (c) If for the purposes of obtaining judgment in any court it
         is necessary to convert a sum due hereunder in Dollars or in a
         Denomination Currency into another currency, the parties hereto agree,
         to the fullest extent that they may effectively do so, that the rate of
         exchange used shall be that at which in accordance with normal banking
         procedures the Administrative Agent could purchase Dollars or such
         Denomination Currency, as the case may be, with such other currency at
         the spot rate of exchange quoted by the Administrative Agent at 11:00
         a.m. (New York time) on the Business Day preceding that on which final
         judgment is given, for the purchase of Dollars or such Denomination
         Currency for delivery two Business Days thereafter. The obligation of
         the Borrower in respect of any such sum due from it to the
         Administrative Agent, the Foreign Currency Fronting Lender or any other
         Lender hereunder or under the other Loan Documents shall,
         notwithstanding any judgment in a currency (the "JUDGMENT CURRENCY")
         other than that in which such sum is denominated in accordance with the
         applicable provisions of this Agreement (the "AGREEMENT CURRENCY"), be
         discharged only to the extent that on the Business Day following
         receipt by the Administrative Agent of any sum adjudged to be so due in
         the Judgment Currency, the Administrative Agent may in accordance with
         normal banking procedures purchase the Agreement Currency with the
         Judgment Currency. If the amount of the Agreement Currency so purchased
         is less than the sum originally due to the Administrative Agent or
         Foreign Currency Fronting Lender in the Agreement Currency, the
         Borrower agrees, as a separate obligation and notwithstanding any such
         judgment, to indemnify the Administrative Agent or the Person to whom
         such obligation was owing against such loss.

         10.19 APPLICATION OF GAMING REGULATIONS. This Agreement and the other
Loan Documents are subject to Gaming Laws applicable to the Borrower and its
Subsidiaries with respect to Gaming Authorizations that the Borrower and its
Subsidiaries are required to hold in connection with their respective
businesses. Without limiting the foregoing, each of the Lenders and the Secured
Parties acknowledges that (i) it is subject to being called forward by the
Gaming Authorities, in their discretion, for licensing or a finding of
suitability or to file or provide other information, and (ii) all rights,
remedies and powers in or under this Agreement and the other Loan Documents may
be exercised only to the extent that the exercise thereof does not violate any
applicable provisions of Gaming Laws applicable to the Borrower and its
Subsidiaries with respect to Gaming Authorizations that the Borrower and its
Subsidiaries are required to hold in connection with their respective
businesses, and only to the extent that required approvals (including prior
approvals) are obtained from the requisite Gaming Authorities. Each of the
Lenders and the Secured Parties agrees to cooperate with the Gaming Authorities
in connection with the provision of such documents and other information as may
be requested by such Gaming


                                      146


Authorities relating to the Borrower and its Subsidiaries or to the Loan
Documents. The provisions of this Section 10.19 shall apply mutatis mutandis to
all existing Loan Documents.

         10.20 PATRIOT ACT. The Agents and the Lenders hereby notify the
Borrower that pursuant to the requirements of the Patriot Act, each Lender is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name, address, tax identification number and
other information regarding the Borrower that will allow such Lender to identify
the Borrower in accordance with the Patriot Act. This notice is given in
accordance with the requirements of the Patriot Act and is effective as to each
Lender.

         10.21 SECTION TITLES. The section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto, except when used
to reference a section. Any reference to the number of a clause, sub-clause or
subsection hereof immediately followed by a reference in parenthesis to the
title of the Section containing such clause, sub-clause or subsection is a
reference to such clause, sub-clause or subsection and not to the entire
Section; provided, however, that, in case of direct conflict between the
reference to the title and the reference to the number of such Section, the
reference to the title shall govern absent manifest error. If any reference to
the number of a Section (but not to any clause, sub-clause or subsection
thereof) is followed immediately by a reference in parenthesis to the title of a
Section, the title reference shall govern in case of direct conflict absent
manifest error.

         10.22 WAIVER OF RIGHT TO TRIAL BY JURY. Each of the Administrative
Agent, the Syndication Agent, the Lenders, the L/C Issuers and the Borrower
irrevocably waives trial by jury in any action or proceeding with respect to
this Agreement or any other Loan Document.

         10.23 ENTIRE AGREEMENT. This Agreement, together with all of the other
Loan Documents and all certificates and documents delivered hereunder or
thereunder, embodies the entire agreement of the parties and supersedes all
prior agreements and understandings relating to the subject matter hereof.

                        [Signatures on following pages.]














                                      147

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

           BORROWER:

                            JARDEN CORPORATION

                            By: /s/ Desiree DeStefano
                               -------------------------------------------------
                            Name:  Desiree DeStefano
                            Title:    Treasurer

                            CANADIAN IMPERIAL BANK OF COMMERCE
                              as Administrative Agent and L/C Issuer

                            By: /s/ Dean J. Decker
                               -------------------------------------------------
                                Name:  Dean J. Decker
                                Title:  Managing Director
                                             CIBC World Markets Corp., as Agent

                            CIBC INC., as a Lender and Swing Line Lender

                            By: /s/ Dean J. Decker
                               -------------------------------------------------
                                Name:  Dean J. Decker
                                Title:  Managing Director
                                             CIBC World Markets Corp., as Agent

                           CITICORP USA, INC., as Syndication Agent and a Lender

                            By:/s/ Myles Kassin
                               -------------------------------------------------
                                Name:  Myles Kassin
                                Title:  Vice President

                            CITIBANK, N.A., as an L/C Issuer

                            By:/s/ Myles Kassin
                               -------------------------------------------------
                                Name:  Myles Kassin
                                Title:  Vice President

                            BANK OF AMERICA, N.A., as a Co-Documentation Agent,
                              a Lender and an L/C Issuer

                            By:/s/ Jeffrey A. Armitage
                               -------------------------------------------------
                                Name:  Jeffrey A. Armitage
                                Title:  Senior Vice President


                            THE BANK OF NEW YORK, as a Lender

                            By:/s/ Joanna S. Bellocq
                               -------------------------------------------------
                                Name:  Joanna S. Bellocq
                                Title:  Vice President

                            COMMERCEZBANK AG NEW YORK AND
                            GRAND CAYMAN BRANCHES, as a Lender

                            By:/s/ Adam T. Strom
                               -------------------------------------------------
                                Name:  Adam T. Strom
                                Title:  Vice President

                            By:/s/ Henry J. Spark
                               -------------------------------------------------
                                Name:  Henry J. Spark
                                Title:  Assistant Vice President

                            CREDIT INDUSTRIEL ET COMMERCIAL,
                             as a Lender

                            By:/s/ Anthony Rock
                               -------------------------------------------------
                                Name:  Anthony Rock
                                Title:  Vice President

                            By:/s/ Sean Mounier
                               -------------------------------------------------
                                Name:  Sean Mounier
                                Title:  First Vice President

                            GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

                            By:/s/ Brian P. Schwinn
                               -------------------------------------------------
                                Name:  Brian P. Schwinn
                                Title:  Duly Authorized Signatory

                            LASALLE BANK N.A., as a Lender

                            By:/s/ Lincoln Schoff
                               -------------------------------------------------
                                Name:  Lincoln Schoff
                                Title:  Senior Vice President



                            NATEXIS BANQUES POPULAIRES, as a Lender

                            By:/s/ Nicolas Regent
                               -------------------------------------------------
                                Name:  Nicolas Regent
                                Title:  VP Multinational

                            NATEXIS BANQUES POPULAIRES, as a Lender

                            By:/s/ P.J. van Tulken
                               -------------------------------------------------
                                Name:  P.J. van Tulken
                                Title:  Group Head


                            NATIONAL CITY BANK OF INDIANA, as a Co-Documentation
                               Agent and a Lender

                            By:/s/ David G. McNeely
                               --------------------------------------------------
                                Name:  David G. McNeely
                                Title:  Vice President

                            PNC BANK NATIONAL ASSOCIATION, as a Lender

                            By:/s/John F. Broeren
                               -------------------------------------------------
                                Name:  John F. Broeren
                                Title:  Vice President

                            SOVEREIGN BANK, as a Lender

                            By:/s/ Ravi Kacker
                               -------------------------------------------------
                                Name:  Ravi Kacker
                                Title:  Senior Vice President

                            SUNTRUST BANK, as a Co-Documentation Agent and
                               a Lender

                            By:/s/ Richard C. Wilson
                               -------------------------------------------------
                                Name:  Richard C. Wilson
                                Title:  Director

                            UBS AG STAMFORD BRANCH, as a Lender

                            By:/s/ Pamela Oh
                               -------------------------------------------------
                                Name:  Pamela Oh


                                Title:  Associate Director
                                           Banking Products Services, U.S.

                            By:/s/ Anthony N. Joseph
                               -------------------------------------------------
                                Name:  Anthony N. Joseph
                                Title:  Associate Director
                                           Banking Products Services, U.S.

                            WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

                            By:/s/Mark S. Supple
                               -------------------------------------------------
                                Name:  Mark Supple
                                Title:  Vice President and Director

EX-10.2

                                                       EXECUTION COPY

                          PLEDGE AND SECURITY AGREEMENT

                          DATED AS OF JANUARY 24, 2005




                                      AMONG



                               JARDEN CORPORATION
                                  AS A GRANTOR

                                       AND

                               EACH OTHER GRANTOR
                         FROM TIME TO TIME PARTY HERETO



                                       AND



                       CANADIAN IMPERIAL BANK OF COMMERCE
                             AS ADMINISTRATIVE AGENT











                                TABLE OF CONTENTS



                                                                                                     PAGE

ARTICLE I         DEFINED TERMS.........................................................................1

         Section 1.1       Definitions..................................................................1

         Section 1.2       Certain Other Terms..........................................................6

ARTICLE II        GRANT OF SECURITY INTEREST............................................................7

         Section 2.1       Collateral...................................................................7

         Section 2.2       Grant of Security Interest in Collateral.....................................8

         Section 2.3       Cash Collateral Accounts.....................................................8

ARTICLE III       REPRESENTATIONS AND WARRANTIES........................................................8

         Section 3.1       Title; No Other Liens........................................................8

         Section 3.2       Perfection and Priority......................................................9

         Section 3.3       Jurisdiction of Organization; Chief Executive Office.........................9

         Section 3.4       Inventory and Equipment......................................................9

         Section 3.5       Pledged Collateral...........................................................9

         Section 3.6       Accounts....................................................................10

         Section 3.7       Intellectual Property.......................................................10

         Section 3.8       Deposit Accounts; Securities Accounts.......................................11

         Section 3.9       Commercial Tort Claims......................................................11

ARTICLE IV        COVENANTS............................................................................11

         Section 4.1       Generally...................................................................11

         Section 4.2       Maintenance of Perfected Security Interest; Further Documentation...........12

         Section 4.3       Changes in Locations, Name, Etc.............................................12

         Section 4.4       Pledged Collateral..........................................................13

         Section 4.5       Accounts....................................................................15

         Section 4.6       Delivery of Instruments and Chattel Paper...................................15

         Section 4.7       Intellectual Property.......................................................15

         Section 4.8       Payment of Obligations......................................................17

         Section 4.9       Notice of Commercial Tort Claims............................................17

ARTICLE V         REMEDIAL PROVISIONS..................................................................18

         Section 5.1       Code and Other Remedies.....................................................18

         Section 5.2       Accounts and Payments in Respect of General Intangibles.....................19

         Section 5.3       Pledged Collateral..........................................................20

         Section 5.4       Proceeds to be Turned Over to Administrative Agent..........................21

         Section 5.5       Registration Rights.........................................................21


                                       i



                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                     PAGE


         Section 5.6       Deficiency..................................................................22

         Section 5.7       Gaming Authorizations.......................................................22

ARTICLE VI        THE ADMINISTRATIVE AGENT.............................................................22

         Section 6.1       Administrative Agent's Appointment as Attorney-in-Fact......................22

         Section 6.2       Duty of Administrative Agent................................................24

         Section 6.3       Authorization of Financing Statements.......................................24

         Section 6.4       Authority of Administrative Agent...........................................24

ARTICLE VII       MISCELLANEOUS........................................................................25

         Section 7.1       Amendments in Writing.......................................................25

         Section 7.2       Notices.....................................................................25

         Section 7.3       No Waiver by Course of Conduct; Cumulative Remedies.........................25

         Section 7.4       Successors and Assigns......................................................25

         Section 7.5       Counterparts................................................................26

         Section 7.6       Severability................................................................26

         Section 7.7       Section Headings............................................................26

         Section 7.8       Entire Agreement............................................................26

         Section 7.9       Governing Law...............................................................26

         Section 7.10      Additional Grantors.........................................................26

         Section 7.11      Application of Gaming Regulations...........................................26

         Section 7.12      Release of Collateral.......................................................27

         Section 7.13      Reinstatement...............................................................27

                                       ii





                                TABLE OF CONTENTS
                                   (CONTINUED)



                              ANNEXES AND SCHEDULES



Annex 1          Form of Deposit Account Control Agreement
Annex 2          Form of Securities Account Control Agreement
Annex 3          Form of Pledge Amendment
Annex 4          Form of Joinder Agreement
Annex 5          Form of Short Form Intellectual Property Security Agreement

Schedule 1       Jurisdiction of Organization; Principal Executive Office
Schedule 2       Pledged Collateral
Schedule 3       Filings
Schedule 4       Location of Inventory and Equipment
Schedule 5       Intellectual Property
Schedule 6       Bank Accounts; Control Accounts
Schedule 7       Commercial Tort Claims




                                      iii





                  PLEDGE AND SECURITY AGREEMENT, dated as of January 24, 2005,
by JARDEN CORPORATION (the "Borrower") and each of the other entities listed on
the signature pages hereof or that becomes a party hereto pursuant to Section
7.10 (Additional Grantors) (each a "Grantor" and, collectively, the "Grantors"),
in favor of Canadian Imperial Bank of Commerce ("CIBC"), as agent (in such
capacity, the "Administrative Agent") for the Secured Parties (as defined in the
Credit Agreement referred to below).

                              W I T N E S S E T H:

                  WHEREAS, pursuant to the Credit Agreement, dated as of January
24, 2005 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lenders and L/C Issuers party thereto, the Administrative Agent, Citicorp USA,
Inc. ("CUSA"), as syndication agent for the Lenders and L/C Issuers (in such
capacity, the "Syndication Agent"), and Bank of America, N.A., National City
Bank of Indiana and SunTrust Bank, as co-documentation agents, the Lenders and
the L/C Issuers have severally agreed to make extensions of credit to the
Borrower upon the terms and subject to the conditions set forth therein;

                  WHEREAS, the Grantors other than the Borrower are party to the
Guaranty pursuant to which they have guaranteed the Obligations (as defined in
the Credit Agreement); and

                  WHEREAS, it is a condition precedent to the obligation of the
Lenders and the L/C Issuers to make their respective extensions of credit to the
Borrower under the Credit Agreement that the Grantors shall have executed and
delivered this Agreement to the Administrative Agent;

                  NOW, THEREFORE, in consideration of the premises and to induce
the Lenders, the L/C Issuers and the Administrative Agent to enter into the
Credit Agreement and to induce the Lenders and the L/C Issuers to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby
agrees with the Administrative Agent as follows:

                  ARTICLE I DEFINED TERMS

                  SECTION 1.1 DEFINITIONS

                  (a) Unless otherwise defined herein, capitalized terms defined
in the Credit Agreement and used herein have the meanings given to them in the
Credit Agreement.

                  (b) Terms used herein without definition that are defined in
the UCC have the meanings given to them in the UCC, including the following
terms (which are capitalized herein):

                  "ACCOUNT DEBTOR"

                  "ACCOUNT"

                  "CERTIFICATED SECURITY"

                  "CHATTEL PAPER"

                                       1


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  "COMMERCIAL TORT CLAIM"

                  "COMMODITY ACCOUNT"

                  "COMMODITY INTERMEDIARY"

                  "CONTROL ACCOUNT"

                  "DEPOSIT ACCOUNT"

                  "DOCUMENTS"

                  "ENTITLEMENT HOLDER"

                  "ENTITLEMENT ORDER"

                  "EQUIPMENT"

                  "FINANCIAL ASSET"

                  "GENERAL INTANGIBLE"

                  "GOODS"

                  "INSTRUMENTS"

                  "INVENTORY"

                  "INVESTMENT PROPERTY"

                  "LETTER-OF-CREDIT RIGHT"

                  "PROCEEDS"

                  "SECURITIES ACCOUNT"

                  "SECURITIES INTERMEDIARY"

                  "SECURITY"

                  "SECURITY ENTITLEMENT"

                  (c) The following terms shall have the following meanings:

                  "ADDITIONAL PLEDGED COLLATERAL" means any Pledged Collateral
acquired by any Grantor after the date hereof and in which a security interest
is granted pursuant to Section 2.2 (Grant of Security Interest in Collateral),
including, to the extent a security interest is granted therein pursuant to
Section 2.2 (Grant of Security Interest in Collateral), (i) all Stock and Stock
Equivalents of any Person that are acquired by any Grantor after the date
hereof, together with all certificates, instruments or other documents
representing any of the foregoing and all Security



                                       2


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

Entitlements of any Grantor in respect of any of the foregoing, (ii) all
additional Indebtedness from time to time owed to any Grantor by any obligor on
the Pledged Notes and the Instruments evidencing such Indebtedness and (iii) all
interest, cash, Instruments and other property or Proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any of the foregoing. "Additional Pledged Collateral" may be General
Intangibles, Instruments or Investment Property.

                  "AGREEMENT" means this Pledge and Security Agreement.

                  "APPROVED SECURITIES INTERMEDIARY" means a Securities
Intermediary or Commodity Intermediary selected or approved by the
Administrative Agent (such approval not to be unreasonably withheld).

                  "COLLATERAL" has the meaning specified in Section 2.1
(Collateral).

                  "CONTROL ACCOUNT" means a Securities Account or Commodity
Account that is the subject of an effective Securities Account Control Agreement
and that is maintained by any Loan Party with an Approved Securities
Intermediary. "Control Account" includes all Financial Assets held in a
Securities Account or a Commodity Account and all certificates and instruments,
if any, representing or evidencing the Financial Assets contained therein.

                  "COPYRIGHT LICENSES" means any written agreement naming any
Grantor as licensor or licensee granting any right under any Copyright,
including the grant of any right to copy, publicly perform, create derivative
works, manufacture, distribute, exploit or sell materials derived from any
Copyright.

                  "COPYRIGHTS" means (a) all copyrights arising under the laws
of the United States, any other country or any political subdivision thereof,
whether registered or unregistered and whether published or unpublished, all
registrations and recordings thereof and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office or in any foreign counterparts thereof, and (b)
the right to obtain all renewals thereof.

                  "DEPOSIT ACCOUNT CONTROL AGREEMENT" means a letter agreement,
substantially in the form of Annex 1 (Form of Deposit Account Control Agreement)
(with such changes as may be agreed to by the Agents) or such other form as may
be reasonably acceptable to the Agents, executed by the relevant Grantor, the
Administrative Agent and the relevant Deposit Account Bank.

                  "EXCLUDED ACCOUNTS" means Accounts that have been or may be
sold, assigned or transferred by a Grantor to a Factoring Company or Accounts in
respect of which the applicable Grantor has granted or may grant a Lien to a
Factoring Company pursuant to a Factoring Arrangement that is permitted under
the Credit Agreement.

                   "EXCLUDED EQUITY" means (i) any Securities issued and held by
the Borrower as treasury securities, (ii) any Voting Stock of a non-U.S. Person
in excess of 65% of the total outstanding Voting Stock of such Non-U.S. Person
and (iii) solely to the extent that any Domestic Person that is a "disregarded
entity" for purposes of the Code (each such Person, a "DISREGARDED ENTITY") owns
the Equity Securities of any Non-U.S. Person, (x) any Voting Stock of such
Disregarded Entity in excess of 65% of the total outstanding Voting Stock of
such Disregarded



                                       3


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

Entity and (y) all of the Voting Stock that such Disregarded Entity owns in its
Subsidiaries that are Non-U.S. Persons. For the purposes of this definition,
"Voting Stock" means, as to any issuer, the issued and outstanding shares of
each class of capital stock or other ownership interests of such issuer entitled
to vote (within the meaning of Treasury Regulations ss. 1.956-2(c)(2)).

                  "EXCLUDED PROPERTY" means, collectively, (i) Excluded Equity,
(ii) Specified I/P Licensed Property having an aggregate value not to exceed
$3,000,000, (iii) any permit, lease (other than the Coleman IRB Leases),
license, contract, instrument or other agreement held by any Grantor that
prohibits or requires the consent of any Person other than the Borrower and its
Affiliates as a condition to the creation by such Grantor of a Lien thereon or
transfer thereof or any other Disposition thereof that may be effected hereby,
or any permit, lease, license (including any Specified I/P License Agreement),
contract or other agreement held by any Grantor to the extent that any Law
applicable thereto prohibits the creation of a Lien thereon, but only, in each
case, to the extent, and for so long as, such prohibition is not terminated or
rendered unenforceable or otherwise deemed ineffective by the UCC or any other
Law, (iv) Equipment owned by any Grantor that is subject to a purchase money
Lien or a Capital Lease if the contract or other agreement in which such Lien is
granted (or in the documentation providing for such Capital Lease) prohibits or
requires the consent of any Person other than the Borrower and its Affiliates as
a condition to the creation of any other Lien on such Equipment, (v) any slot
machine to the extent the grant of a Lien on such slot machine is not permitted
by, or is prohibited by, applicable Gaming Laws, or any interest in any slot
machine issued by any Governmental Authority (including the Missouri Gaming
Commission) to the extent the grant of a Lien on any such interest is not
permitted by, or is prohibited by, applicable Gaming Laws and (vi) all Excluded
Accounts to the extent the Disposition of such Excluded Accounts is permitted by
the Credit Agreement; provided, however, "Excluded Property" shall not include
any Proceeds, substitutions or replacements of Excluded Property (unless such
Proceeds, substitutions or replacements would constitute Excluded Property).

                  "INTELLECTUAL PROPERTY" means, collectively, all rights,
priorities and privileges of any Grantor relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise,
including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks,
Trademark Licenses, trade secrets and Internet domain names, and all rights to
sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.

                  "INTELLECTUAL PROPERTY SECURITY AGREEMENT" means each short
form security agreement, substantially in the form of Annex 5 (Form of Short
Form Intellectual Property Security Agreement), executed by the relevant
Grantors and the Administrative Agent.

                  "INTERCOMPANY NOTE" means any promissory note evidencing loans
made by any Grantor or any of its Subsidiaries to any of its Subsidiaries or
another Grantor.

                  "LLC" means each limited liability company in which a Grantor
has an interest, including those set forth on Schedule 2 (Pledged Collateral).

                  "LLC AGREEMENT" means each operating agreement with respect to
a LLC, as each agreement has heretofore been, and may hereafter be, amended,
restated, supplemented or otherwise modified from time to time.



                                       4


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  "MATERIAL INTELLECTUAL PROPERTY" means Intellectual Property
(excluding Non-Material Domain Names) owned by or licensed to a Grantor and
material to the conduct of the business of the Borrower and it Subsidiaries
taken as a whole.

                  "NON-MATERIAL ACCOUNTS" means all Deposit Accounts and all
Securities Accounts with respect to which (i) the balance in any such individual
Deposit Account or the value of the Financial Assets and other property in any
such individual Securities Account does not exceed $1,500,000 and (ii) the sum
of the aggregate balance in all such Deposit Accounts and the aggregate value of
all such Financial Assets and other property in all such Securities Accounts
does not exceed $12,500,000.

                  "NON-MATERIAL DOMAIN NAMES" means those domain names
registered to any Grantor that, in the aggregate for all such domain names,
account for or are used in connection with less than 1% of the consolidated
annual sales of the Borrower and its Subsidiaries, taken as a whole.

                  "NON-MATERIAL LOCATIONS" means those leased or other
third-party locations at which tangible personal property Collateral is located,
where the value of all such Collateral at any such location does not exceed
$5,000,000 and the aggregate value of all such Collateral in all such locations
does not exceed $25,000,000.

                  "PARTNERSHIP" means each partnership in which a Grantor has an
interest, including those set forth on Schedule 2 (Pledged Collateral).

                  "PARTNERSHIP AGREEMENT" means each partnership agreement
governing a Partnership, as each such agreement has heretofore been, and may
hereafter be, amended, restated, supplemented or otherwise modified from time to
time.

                  "PATENTS" means (a) all letters patent of the United States,
any other country or any political subdivision thereof and all reissues and
extensions thereof, (b) all applications for letters patent of the United States
or any other country and all divisionals, continuations and
continuations-in-part thereof and (c) all rights to obtain any reissues,
continuations or continuations-in-part of the foregoing.

                  "PATENT LICENSE" means all agreements providing for the grant
by or to any Grantor of any right to manufacture, have manufactured, use,
import, sell or offer for sale any invention covered in whole or in part by a
Patent.

                  "PLEDGED CERTIFICATED STOCK" means all Certificated Securities
and any other Stock and Stock Equivalent of a Person evidenced by a certificate,
Instrument or other equivalent document, in each case owned by any Grantor,
including all Stock listed on Schedule 2 (Pledged Collateral).

                  "PLEDGED COLLATERAL" means, collectively, the Pledged Stock,
Pledged Notes, any other Investment Property of any Grantor (other than
Investment Property whose value, in the aggregate, does not exceed $1,000,000),
all Chattel Paper, certificates or other Instruments representing any of the
foregoing and all Security Entitlements of any Grantor in respect of any of the
foregoing. Pledged Collateral may be General Intangibles, Instruments or
Investment Property.



                                       5


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  "PLEDGED NOTES" means all right, title and interest of any
Grantor in Instruments evidencing any Indebtedness owed to such Grantor to the
extent the outstanding principal amount of such notes exceeds $1,000,000 in the
aggregate, including all Indebtedness described on Schedule 2 (Pledged
Collateral), issued by the obligors named therein.

                  "PLEDGED STOCK" means all Pledged Certificated Stock and all
Pledged Uncertificated Stock. For purposes of this Agreement, the term "Pledged
Stock" shall not include any Excluded Equity.

                  "PLEDGED UNCERTIFICATED STOCK" means any Stock or Stock
Equivalent of any Person that is not a Pledged Certificated Stock, including all
right, title and interest of any Grantor as a limited or general partner in any
Partnership or as a member of any LLC and all right, title and interest of any
Grantor in, to and under any Partnership Agreement or LLC Agreement to which it
is a party.

                  "SECURITIES ACCOUNT CONTROL AGREEMENT" means a letter
agreement, substantially in the form of Annex 2 (Form of Securities Account
Control Agreement) (with such changes as may be agreed to by the Agents) or such
other form as may be reasonably acceptable to the Agents, executed by the
relevant Grantor, the Administrative Agent and the relevant Approved Securities
Intermediary.

                  "SPECIFIED ACCOUNTS" means any payroll, withholding tax and
other fiduciary accounts maintained by a Grantor.

                  "SPECIFIED I/P LICENSE AGREEMENT" means each license agreement
entered into by a Grantor, as licensee, in the ordinary course of such Grantor's
business, pursuant to which such Grantor has agreed to refrain from granting a
Lien or security interest on the Equipment and Inventory of such Grantor made or
produced utilizing the Intellectual Property granted pursuant to such license
agreement; provided that the aggregate value of all such Equipment and Inventory
produced using such Intellectual Property shall not exceed $3,000,000.

                  "SPECIFIED I/P LICENSED PROPERTY" means the Equipment and
Inventory of a Grantor that is made or produced utilizing Intellectual Property
licensed by such Grantor pursuant to the terms of a Specified I/P License
Agreement; provided that the aggregate value of all such Equipment and Inventory
produced using such Intellectual Property shall not exceed $3,000,000.

                  "TRADEMARK LICENSE" means any agreement providing for the
grant by or to any Grantor of any right to use any Trademark.

                  "TRADEMARKS" means (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and, in each
case, all goodwill associated therewith, whether now existing or hereafter
adopted or acquired, all registrations and recordings thereof and all
applications in connection therewith, in each case whether in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof or any other country or any political subdivision
thereof, or otherwise, and all common-law rights related thereto, and (b) the
right to obtain all renewals thereof.

                  "UCC" means the Uniform Commercial Code as from time to time
in effect in the State of New York; provided, however, that, in the event that,
by reason of mandatory



                                       6


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

provisions of Law, any of the attachment, perfection or priority of the
Administrative Agent's and the Secured Parties' security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term "UCC" shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such attachment, perfection or priority and
for purposes of definitions related to such provisions.

                  "VEHICLES" means all vehicles covered by a certificate of
title law of any state.

                  SECTION 1.2 CERTAIN OTHER TERMS

                  (a) In this Agreement, in the computation of periods of time
from a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each mean "to but excluding" and the
word "through" means "to and including."

                  (b) The terms "herein," "hereof," "hereto" and "hereunder" and
similar terms refer to this Agreement as a whole and not to any particular
Article, Section, subsection or clause in this Agreement.

                  (c) References herein to an Annex, Schedule, Article, Section,
subsection or clause refer to the appropriate Annex or Schedule to, or Article,
Section, subsection or clause in this Agreement.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (e) Where the context requires, provisions relating to any
Collateral, when used in relation to a Grantor, shall refer to such Grantor's
Collateral or any relevant part thereof.

                  (f) Any reference in this Agreement to a Loan Document shall
include all appendices, exhibits and schedules thereto, and, unless specifically
stated otherwise all amendments, restatements, supplements or other
modifications thereto, and as the same may be in effect at any time such
reference becomes operative.

                  (g) The term "including" means "including without limitation"
except when used in the computation of time periods.

                  (h) The terms "Lender," "L/C Issuer," "Agents,"
"Administrative Agent" and "Secured Party" include their respective successors.

                  (i) References in this Agreement to any statute shall be to
such statute as amended or modified and in effect from time to time.

                  ARTICLE II GRANT OF SECURITY INTEREST

                  SECTION 2.1 COLLATERAL

                  For the purposes of this Agreement, all of the following
property now owned or at any time hereafter acquired by a Grantor or in which a
Grantor now has or at any time in the future may acquire any right, title or
interests is collectively referred to as the "Collateral":



                                       7


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  (a) all Accounts;

                  (b) all Chattel Paper;

                  (c) all Deposit Accounts;

                  (d) all Documents;

                  (e) all Equipment;

                  (f) all General Intangibles;

                  (g) all Instruments;

                  (h) all Inventory;

                  (i) all Investment Property;

                  (j) all Letter-of-Credit Rights;

                  (k) all Vehicles;

                  (l) the Commercial Tort Claims described on Schedule 7
(Commercial Tort Claims) and on any supplement thereto received by the
Administrative Agent pursuant to Section 4.9 (Notice of Commercial Tort Claims);

                  (m) all books and records pertaining to the other property
described in this Section 2.1;

                  (n) all property of any Grantor held by the Administrative
Agent or any other Secured Party, including all property of every description,
in the possession or custody of or in transit to the Administrative Agent or
such Secured Party for any purpose, including safekeeping, collection or pledge,
for the account of such Grantor or as to which such Grantor may have any right
or power;

                  (o) all other Goods and personal property of such Grantor,
whether tangible or intangible and wherever located; and

                  (p) to the extent not otherwise included, all Proceeds;

provided, however, that "Collateral" shall not include any Excluded Property;
and provided, further, however, that if and when any property shall cease to be
Excluded Property, such property shall be deemed at all times from and after the
date hereof to constitute Collateral (unless and until such property
subsequently becomes Excluded Property again, in which case it would cease to be
Collateral unless and until it again ceases to be Excluded Property).

                  SECTION 2.2 GRANT OF SECURITY INTEREST IN COLLATERAL

                  Each Grantor, as collateral security for the full, prompt and
complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the



                                       8


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates
to the Administrative Agent for the benefit of the Secured Parties, and grants
to the Administrative Agent for the benefit of the Secured Parties a Lien on and
security interest in, all of its right, title and interest in, to and under the
Collateral of such Grantor; provided, however, that any Lien granted in any
Gaming Authorizations is subject to the Gaming Laws applicable to such Gaming
Authorizations; provided, further, however, that, if and when any property that
at any time constituted Excluded Property becomes Collateral, the Administrative
Agent shall have, and at all times from and after the date hereof be deemed to
have had, a security interest in such property (unless and until such property
subsequently becomes Excluded Property again, in which case the Administrative
Agent shall cease to have a security interest in such property unless and until
such property again ceases to be Excluded Property).

                  SECTION 2.3 CASH COLLATERAL ACCOUNTS

                  The Administrative Agent has established a Deposit Account at
CIBC, designated as "Canadian Imperial Bank of Commerce - Jarden Corporation
Concentration Account". Such Deposit Account shall be a Cash Collateral Account.

                  ARTICLE III REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders, the L/C Issuers and the Agents to enter
into the Credit Agreement, each Grantor hereby represents and warrants each of
the following to the Agents, the Lenders, the L/C Issuers and the other Secured
Parties:

                  SECTION 3.1 TITLE; NO OTHER LIENS

                  Except for the Lien granted to the Administrative Agent, for
the benefit of the Secured Parties, pursuant to this Agreement and the other
Permitted Liens, such Grantor (a) is the record and beneficial owner of the
Pledged Collateral pledged by it hereunder constituting Instruments or
Certificated Securities, (b) is the Entitlement Holder of all such Pledged
Collateral constituting Investment Property held in a Securities Account and (c)
has rights in or the power to transfer each other item of Collateral (other than
Collateral located at Non-Material Locations) in which a Lien is granted by it
hereunder, free and clear of any other Lien.

                  SECTION 3.2 PERFECTION AND PRIORITY

                  The security interest granted pursuant to this Agreement shall
constitute a valid and continuing perfected security interest in favor of the
Administrative Agent in the Collateral for which perfection is governed by the
UCC or filing with the United States Copyright Office upon (i) in the case of
all Collateral in which a security interest may be perfected by filing a
financing statement under the UCC, the completion of the filings and other
actions specified on Schedule 3 (Filings) (which, in the case of all filings and
other documents referred to on such schedule, have been delivered to the
Administrative Agent in completed and duly executed or authenticated form), (ii)
the delivery to the Administrative Agent of all Collateral consisting of
Instruments and Certificated Securities required to be pledged pursuant to the
terms of this Agreement, in each case properly endorsed for transfer to the
Administrative Agent or in blank, (iii) the execution of Securities Account
Control Agreements with respect to Investment Property not in certificated form
(other than such Investment Property that is maintained in Non-Material
Accounts, with respect to each of which Securities Account Control Agreements
are not required by the Loan Documents), (iv) the execution of Deposit Account
Control Agreements with respect



                                       9


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

to all Deposit Accounts of a Grantor (other than Non-Material Accounts and the
Specified Accounts, with respect to each of which Deposit Account Control
Agreements are not required by the Loan Documents) of a Grantor and (v) all
appropriate filings having been made with the United States Copyright Office
with respect to all registered Copyrights with a value in excess of $100,000.
Such security interest shall be prior to all other Liens on the Collateral
except for Permitted Liens having priority over the Administrative Agent's Lien
by operation of Law or otherwise as permitted under the Credit Agreement.

                  SECTION 3.3 JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE
                              OFFICE

                  Such Grantor's jurisdiction of organization, legal name,
organizational identification number, if any, and the location of such Grantor's
chief executive office or sole place of business, in each case as of the date
hereof, is specified on Schedule 1 (Jurisdiction of Organization; Principal
Executive Office).

                  SECTION 3.4 INVENTORY AND EQUIPMENT

                  On the date hereof, such Grantor's Inventory and Equipment
(other than (i) mobile goods and Inventory or Equipment in transit and (ii)
Inventory and Equipment that are kept at Non-Material Locations) are kept at the
locations listed on Schedule 4 (Location of Inventory and Equipment).

                  SECTION 3.5 PLEDGED COLLATERAL

                  (a) The Pledged Stock pledged hereunder by such Grantor is
listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the
issued and outstanding equity of all classes of each issuer thereof as set forth
on Schedule 2 (Pledged Collateral).

                  (b) All of the Pledged Stock (other than Pledged Stock in LLCs
and Partnerships) issued by a Grantor or a Subsidiary of a Grantor has been duly
authorized, validly issued and is fully paid and nonassessable.

                  (c) All of the Pledged Stock issued by a Grantor or a
Subsidiary of a Grantor constitutes the legal, valid and binding obligation of
the obligor with respect thereto, enforceable in accordance with its terms,
subject to the effects of applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, and general equitable principles (whether
considered in a proceeding in equity or at law).

                  (d) All Pledged Collateral and, if applicable, any Additional
Pledged Collateral, consisting of Certificated Securities or Instruments has
been delivered to the Administrative Agent in accordance with Section 4.4(a)
(Pledged Collateral) and Section 6.14 (New Subsidiaries and Pledgors) of the
Credit Agreement.

                  (e) All Pledged Collateral held by a Securities Intermediary
in a Securities Account is in a Control Account in accordance with Section 6.18
(Control Accounts; Approved Deposit Accounts) of the Credit Agreement.

                  (f) Other than Pledged Stock constituting General Intangibles
and Pledged Collateral that is not required to be delivered to the
Administrative Agent pursuant to the terms of



                                       10


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

this Agreement, there is no Pledged Collateral other than that represented by
Certificated Securities or Instruments in the possession of the Administrative
Agent or that consist of Financial Assets held in a Control Account.

                  SECTION 3.6 ACCOUNTS

                  No amount payable to such Grantor under or in connection with
any Account (other than Excluded Accounts) is evidenced by any Instrument or
Chattel Paper that has not been delivered to the Administrative Agent, properly
endorsed for transfer, to the extent delivery is required by Section 4.6
(Delivery of Instruments and Chattel Paper).

                  SECTION 3.7 INTELLECTUAL PROPERTY

                  (a) Schedule 5 (Intellectual Property) lists all Material
Intellectual Property of such Grantor on the date hereof that has been
registered with the United States Patent and Trademark Office, the United States
Copyright Office, any comparable foreign agency, or for which an application for
registration is pending at such agencies separately identifying that owned by
such Grantor and that licensed to such Grantor. The Material Intellectual
Property set forth on Schedule 5 (Intellectual Property) for such Grantor
constitutes all of the registered intellectual property rights necessary to
conduct its business.

                  (b) All Material Intellectual Property owned by such Grantor
is valid, subsisting, unexpired and enforceable, has not been adjudged invalid
and has not been abandoned and, other than as set forth on Schedule 5
(Intellectual Property), the use thereof in the business of such Grantor does
not, to the knowledge of a Responsible Officer of such Grantor, infringe,
misappropriate, dilute or violate the intellectual property rights of any other
Person where such infringement, misappropriation, dilution or violation (i) has
resulted in an action, investigation, suit, proceeding, claim or dispute being
filed with a Governmental Authority or (ii) could reasonably be expected to
result in a Material Adverse Effect.

                  (c) On the date hereof, to such Grantor's knowledge, no
holding, decision or judgment has been rendered by any Governmental Authority
that would limit, cancel or question the validity of, or such Grantor's rights
in, any Material Intellectual Property.

                  (d) On the date hereof, other than as set forth on Schedule 5
(Intellectual Property), no action or proceeding seeking to limit, cancel or
question the validity of any Material Intellectual Property owned by such
Grantor or such Grantor's ownership interest therein is pending or, to the
knowledge of such Grantor, threatened. On the date hereof, there are no claims,
judgments or settlements in excess of the Threshold Amount to be paid by such
Grantor relating to the Material Intellectual Property.

                  SECTION 3.8 DEPOSIT ACCOUNTS; SECURITIES ACCOUNTS

                  The only Deposit Accounts or Securities Accounts maintained by
any Grantor on the date hereof are those listed on Schedule 6 (Bank Accounts;
Control Accounts), which sets forth such information separately for each
Grantor.

                                       11


                  SECTION 3.9 COMMERCIAL TORT CLAIMS

                  The only Commercial Tort Claims of any Grantor existing on the
date hereof (regardless of whether the amount, defendant or other material facts
can be determined and regardless of whether such Commercial Tort Claim has been
asserted, threatened or has otherwise been made known to the obligee thereof or
whether litigation has been commenced for such claims) as to which Grantor
believes in good faith there exists the likely probability of recovery
(including by way of settlement) of monetary relief in excess of $1,000,000, are
those listed on Schedule 7 (Commercial Tort Claims), which sets forth such
information separately for each Grantor.

                  ARTICLE IV COVENANTS

                  Each Grantor agrees with the Administrative Agent to the
following, as long as any Obligation or Commitment remains outstanding and, in
each case, unless the Required Lenders otherwise consent in writing:

                  SECTION 4.1 GENERALLY

                  Such Grantor shall (a) except for the security interest
created by this Agreement, not create or suffer to exist any Lien upon or with
respect to any Collateral, except Permitted Liens, (b) not use or permit any
Collateral to be used in violation of any provision of this Agreement, any other
Loan Document, any Law or any policy of insurance covering the Collateral and
(c) not enter into any agreement or undertaking restricting the right or ability
of such Grantor or the Administrative Agent to sell, assign or transfer any
Collateral if such restriction would have a Material Adverse Effect.

                  SECTION 4.2 MAINTENANCE OF PERFECTED SECURITY INTEREST;
                              FURTHER DOCUMENTATION

                  (a) Such Grantor shall maintain the security interest created
by this Agreement as a perfected security interest having at least the priority
described in Section 3.2 (Perfection and Priority) and Section 2.2 (Grant of
Security Interest in Collateral), and shall use commercially reasonable efforts
to defend such security interest and such priority against the claims and
demands of all Persons.

                  (b) Such Grantor shall furnish to the Administrative Agent
from time to time statements, schedules or other reports further identifying and
describing the Collateral as the Administrative Agent may reasonably request,
all in reasonable detail and in form and substance reasonably satisfactory to
the Administrative Agent; provided, that the Administrative Agent shall not
request such information more than once during any fiscal year of the Borrower
unless an Event of Default shall have occurred and be continuing.

                  (c) Subject to the terms of the Credit Agreement (including
Sections 6.14 (New Subsidiaries and Pledgors), 6.15 (Collateral Access
Agreements and Bailee's Letters) and 6.18 (Control Accounts; Approved Deposit
Accounts)) from time to time, upon the written request of either Agent, and at
the sole expense of such Grantor, such Grantor shall promptly and duly execute
and deliver, and have recorded, such further instruments and documents and take
such further action as the Administrative Agent may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted,



                                       12


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

including the filing of any financing or continuation statement under the UCC
(or other similar laws) in effect in any jurisdiction with respect to the
security interest created hereby and, to the extent required by this Agreement
or the other Loan Documents, the execution and delivery of Deposit Account
Control Agreements, Securities Account Control Agreements and Intellectual
Property Security Agreements.

                  SECTION 4.3 CHANGES IN LOCATIONS, NAME, ETC.

                  Such Grantor shall not do any of the following:

                  (i) permit any Inventory to be kept at a location other than
             Non-Material Locations or those locations listed on Schedule 4
             (Location of Inventory and Equipment), except for Inventory in
             transit;

                  (ii) permit any Equipment to be kept at a location other
             than Non-Material Locations or those locations listed on Schedule
             4 (Location of Inventory and Equipment), except for Equipment in
             transit;

                  (iii) change its jurisdiction of organization or its
             location, in each case from that referred to in Section 3.3
             (Jurisdiction of Organization; Chief Executive Office); or

                  (iv) change its legal name or any material trade name used
             to identify it in the conduct of its business or ownership of its
             properties or organizational identification number, if any, or
             corporation, limited liability company or other organizational
             structure to such an extent that any financing statement filed in
             connection with this Agreement would become misleading;

unless (x) such Grantor provides written notice of such action or event not
later than 30 days after the date of the occurrence thereof to the
Administrative Agent and (y) not later than 40 days after the date of the
occurrence of such action or event, such Grantor delivers to the Administrative
Agent (i) all additional financing statements and other documents reasonably
requested by the Administrative Agent to maintain the validity, perfection and
priority of the security interests provided for herein and (ii) if applicable, a
written supplement to Schedule 4 (Location of Inventory and Equipment) showing
(A) any additional locations (other than Non-Material Locations) at which
Inventory or Equipment shall be kept or (B) any changes in any location (other
than Non-Material Locations) where Inventory or Equipment shall be kept, in
either case, that would require the Administrative Agent to take any action to
maintain a perfected security interest in such Collateral.

                  SECTION 4.4 PLEDGED COLLATERAL

                  (a) Such Grantor shall (i) deliver to the Administrative
Agent, all certificates and Instruments representing or evidencing any Pledged
Collateral (including Additional Pledged Collateral) whether now existing or
hereafter acquired, in suitable form for transfer by delivery or, as applicable,
accompanied by such Grantor's endorsement, where necessary, or duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Administrative Agent, together, in respect of any Additional
Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in
substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment
and agreement to a Joinder Agreement duly executed by the Grantor, in
substantially the form in the form of Annex 4 (Form of Joinder Agreement), or
such



                                       13


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

other documentation acceptable to the Administrative Agent and (ii) maintain all
other Pledged Collateral constituting Investment Property in a Control Account
in accordance with Section 6.18 (Control Accounts; Approved Deposit Accounts) of
the Credit Agreement. Such Grantor authorizes the Administrative Agent to attach
each Pledge Amendment to this Agreement. Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent shall have the
right, at any time in its discretion and without notice to the Grantor, to
transfer to or to register in its name or in the name of its nominees any
Pledged Collateral. Upon the occurrence and during the continuance of an Event
of Default, the Administrative Agent shall have the right at any time to
exchange any certificate or instrument representing or evidencing any Pledged
Collateral for certificates or instruments of smaller or larger denominations.

                  (b) Except as provided in Article V (Remedial Provisions),
such Grantor shall be entitled to receive all cash dividends paid in respect of
the Pledged Collateral (other than liquidating or distributing dividends) with
respect to the Pledged Collateral. Any sums paid upon or in respect of any
Pledged Collateral upon the liquidation or dissolution of any issuer of any
Pledged Collateral, any distribution of capital made on or in respect of any
Pledged Collateral or any property distributed upon or with respect to any
Pledged Collateral pursuant to the recapitalization or reclassification of the
capital of any issuer of Pledged Collateral or pursuant to the reorganization
thereof shall, unless otherwise subject to a perfected security interest in
favor of the Administrative Agent, be delivered to the Administrative Agent to
be held by it hereunder as additional collateral security for the Secured
Obligations. If any sum of money or property so paid or distributed in respect
of any Pledged Collateral shall be received by such Grantor, such Grantor shall,
to the extent the Borrower is required to make a prepayment under the Credit
Agreement, hold such money or property in trust for the Administrative Agent,
segregated from other funds of such Grantor, as additional security for the
Secured Obligations, until such money or property is paid or delivered to the
Administrative Agent in accordance with the Credit Agreement.

                  (c) Except as provided in Article V (Remedial Provisions),
such Grantor shall be entitled to exercise all voting, consent and corporate,
partnership, limited liability company and similar rights with respect to the
Pledged Collateral; provided, however, that no vote shall be cast, consent given
or right exercised or other action taken by such Grantor that would impair the
Collateral in any material respect, be inconsistent with or result in any
violation of any provision of the Credit Agreement, this Agreement or any other
Loan Document or, without prior notice to the Administrative Agent, enable or
permit any issuer of Pledged Collateral to issue any Stock or other equity
Securities of any nature or to issue any other securities convertible into or
granting the right to purchase or exchange for any Stock or other equity
Securities of any nature of any issuer of Pledged Collateral.

                  (d) Such Grantor shall not grant "control" (within the meaning
of such term under Article 9-106 of the UCC) over any Investment Property to any
Person other than the Administrative Agent, other than to a Securities
Intermediary pursuant to Article 8-106(e) of the UCC with respect to any
Investment Property held in a Non-Material Account.

                  (e) In the case of each Grantor that is an issuer of Pledged
Collateral, such Grantor agrees to be bound by the terms of this Agreement
relating to the Pledged Collateral issued by it and shall comply with such terms
insofar as such terms are applicable to it. In the case of any Grantor that is a
holder of any Stock or Stock Equivalent in any Person that is an issuer of
Pledged Collateral, such Grantor consents to (i) the exercise of the rights
granted to the Administrative Agent hereunder (including those described in
Section 5.3 (Pledged Collateral)),



                                       14


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the
Pledged Stock in such Person and to the transfer of such Pledged Stock to the
Administrative Agent or its nominee and, upon the occurrence and during the
continuance of an Event of Default, to the substitution of the Administrative
Agent or its nominee as a holder of such Pledged Stock with all the rights,
powers and duties of other holders of Pledged Stock of the same class and, if
the Grantor having pledged such Pledged Stock hereunder had any right, power or
duty at the time of such pledge or at the time of such substitution beyond that
of such other holders, with all such additional rights, powers and duties. Such
Grantor agrees to execute and deliver to the Administrative Agent such
certificates, agreements and other documents as may be necessary to evidence,
formalize or otherwise give effect to the consents given in this clause (e).

                  (f) Such Grantor shall not, without the consent of the
Administrative Agent, agree to any amendment of any Constituent Document that in
any way adversely affects the perfection of the security interest of the
Administrative Agent in the Pledged Collateral pledged by such Grantor
hereunder, including any amendment electing to treat any membership interest or
partnership interest that is part of the Pledged Collateral as a "security"
under Section 8-103 of the UCC, or any election to turn any Stock or Stock
Equivalent that is Pledged Uncertificated Stock into Stock or a Stock Equivalent
that is Pledged Certificated Stock.

                  (g) Any loan or advance made by any Grantor to any Foreign
Subsidiary of the Borrower having a value in excess of $5,000,000 shall be
evidenced by an Intercompany Note or other Instrument reasonably acceptable to
the Administrative Agent.

                  SECTION 4.5 ACCOUNTS

                  During the continuance of an Event of Default, the
Administrative Agent shall have the right to make test verifications of the
Accounts in any manner and through any medium that it reasonably considers
advisable, and such Grantor shall furnish all such assistance and information as
the Administrative Agent may reasonably require in connection therewith. From
time to time at reasonable intervals designated by the Administrative Agent,
each Grantor shall provide the Administrative Agent with a schedule of Accounts
in form and substance acceptable to the Administrative Agent describing all
Accounts created or acquired by such Grantor; provided, however, that such
Grantor's failure to execute and deliver any such schedule shall not affect or
limit the Administrative Agent's Lien on or other rights in and to any Accounts
for the benefit of the Secured Parties.

                  SECTION 4.6 DELIVERY OF INSTRUMENTS AND CHATTEL PAPER

                  If any amount in excess of $1,000,000 in the aggregate payable
under or in connection with any Collateral owned by such Grantor shall be or
become evidenced by an Instrument or Chattel Paper, upon the request of the
Administrative Agent, such Grantor shall promptly deliver such Instrument or
Chattel Paper to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent, or, if consented to by the
Administrative Agent, shall mark all such Instruments and Chattel Paper with the
following legend: "This writing and the obligations evidenced or secured hereby
are subject to the security interest of Canadian Imperial Bank of Commerce, as
Administrative Agent".



                                       15


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  SECTION 4.7 INTELLECTUAL PROPERTY

                  (a) Such Grantor (either itself or through licensees) shall,
with respect to each Trademark that is Material Intellectual Property, (i)
continue to use such Trademark in order to maintain such Trademark in full force
and effect with respect to each class of goods for which such Trademark is
currently used, free from any claim of abandonment for non-use unless an
affirmative decision is made by such Grantor in its exercise of good faith
business judgment to discontinue such use, (ii) maintain as in the past the
quality of products and services offered under such Trademark, (iii) use such
Trademark with the appropriate notice of registration and all other notices and
legends required by applicable Law, (iv) not adopt or use any mark that is
confusingly similar or a colorable imitation of such Trademark unless the
Administrative Agent shall obtain a perfected security interest in such mark
pursuant to this Agreement and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark (or any goodwill associated therewith) may become destroyed,
invalidated, impaired or harmed in any way except where such destruction,
invalidation, impairment or harm (A) would not reasonably be expected to have a
Material Adverse Effect and (B) is in the ordinary course of such Grantor's
business.

                  (b) Such Grantor (either itself or through licensees) shall
not do any act, or omit to do any act, whereby any Patent that is Material
Intellectual Property may become forfeited, abandoned or dedicated to the
public, except where such forfeiture, abandonment or dedication (i) would not
reasonably be expected to have a Material Adverse Effect and (ii) is in the
ordinary course of such Grantor's business.

                  (c) Such Grantor (either itself or through licensees) (i)
shall not (and shall not permit any licensee or sublicensee thereof to) do any
act or omit to do any act whereby any portion of the Copyrights that is Material
Intellectual Property may become invalidated or otherwise impaired except where
such invalidation or impairment (A) would not reasonably be expected to have a
Material Adverse Effect and (B) is in the ordinary course of such Grantor's
business and (ii) shall not (either itself or through licensees) do any act
whereby any portion of the Copyrights that is Material Intellectual Property may
fall into the public domain.

                  (d) Such Grantor (either itself or through licensees) shall
not do any act, or omit to do any act, whereby any trade secret that is Material
Intellectual Property may become publicly available or otherwise unprotectable.

                  (e) Such Grantor (either itself or through licensees) shall
not do any act that, to the knowledge of a Responsible Officer of such Grantor,
uses any Material Intellectual Property to infringe, misappropriate, or violate
the intellectual property rights of any other Person.

                  (f) Such Grantor shall notify the Administrative Agent
immediately if it knows, or has reason to know, that any application or
registration relating to any Material Intellectual Property is likely to become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
the United States Copyright Office or any court or tribunal in any country)
regarding such Grantor's ownership of, right to use, interest in, or the
validity of, any Material Intellectual Property or such Grantor's right to
register the same or to own and maintain the same.

                                       16


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  (g) Whenever such Grantor, either by itself or through any
agent, licensee or designee, shall file an application for the registration of
any Material Intellectual Property with the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency
within or outside the United States or register any Internet domain name, such
Grantor shall report such filing to the Administrative Agent within five
Business Days after the last day of the fiscal quarter in which such filing
occurs. Upon the reasonable request of the Administrative Agent, such Grantor
shall execute and deliver, and have recorded, all agreements, instruments,
documents and papers as the Administrative Agent may request to evidence the
Administrative Agent's security interest in any Material Intellectual Property
(including any Copyright, Patent, Trademark or Internet domain name that
constitutes Material Intellectual Property) and the goodwill and general
intangibles of such Grantor relating thereto or represented thereby.

                  (h) Such Grantor shall take all reasonable actions necessary
or requested by the Administrative Agent, including in any proceeding before the
United States Patent and Trademark Office, the United States Copyright Office or
any similar office or agency and any Internet domain name registrar, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of any Copyright, Trademark, Patent or Internet
domain name that is Material Intellectual Property, including filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition and interference and cancellation proceedings.

                  (i) In the event that, to the knowledge of a Responsible
Officer of such Grantor, any Material Intellectual Property is or has been
infringed upon or misappropriated or diluted by a third party, and such
infringement, misappropriation or dilution (x) has resulted in such Grantor
bringing any actions, investigations, suits, proceedings, claims or disputes
before a Governmental Authority or (y) could reasonably be expected to have a
Material Adverse Effect, in each case, Grantor shall notify the Administrative
Agent promptly after such Grantor learns thereof. Such Grantor shall take
commercially reasonable action in response to such infringement,
misappropriation of dilution, including, if appropriate, promptly bringing suit
for infringement, misappropriation or dilution and to recover all damages for
such infringement, misappropriation of dilution, and shall take such other
actions as may be appropriate in its commercially reasonable judgment under the
circumstances to protect such Material Intellectual Property.

                  (j) Unless otherwise agreed to by the Administrative Agent,
such Grantor shall execute and deliver to the Administrative Agent for filing in
(i) the United States Copyright Office a short-form copyright security agreement
in the form attached hereto as Annex 5 (Form of Short Form Intellectual Property
Security Agreement), (ii) in the United States Patent and Trademark Office and
with the Secretary of State of all appropriate States of the United States a
short-form patent security agreement in the form attached hereto as Annex 5
(Form of Short Form Intellectual Property Security Agreement), (iii) the United
States Patent and Trademark Office a short-form trademark security agreement in
form attached hereto as Annex 5 (Form of Short Form Intellectual Property
Security Agreement) and (iv) the office of the appropriate Internet domain name
registrar, a duly executed form of assignment of such Internet domain name
(other than Non-Material Domain Names) to the Administrative Agent (together
with appropriate supporting documentation as may be requested by the
Administrative Agent) in form and substance reasonably acceptable to the
Administrative Agent. In the case of clause (iv) above, such Grantor hereby
authorizes the Administrative Agent to file such assignment in such Grantor's
name and to



                                       17


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

otherwise perform in the name of such Grantor all other reasonably necessary
actions to complete such assignment, and each Grantor agrees to perform all
appropriate actions reasonably deemed necessary by the Administrative Agent for
the Administrative Agent to ensure such Internet domain name is registered in
the name of the Administrative Agent.

                  SECTION 4.8 PAYMENT OF OBLIGATIONS

                  Such Grantor shall pay and discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all
taxes, assessments and governmental charges or levies imposed upon the
Collateral or in respect of income or profits therefrom, as well as all claims
of any kind (including claims for labor, materials and supplies) against or with
respect to the Collateral, except that no such charge need be paid if the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings, reserves in conformity with GAAP with respect thereto have been
provided on the books of such Grantor and such proceedings could not reasonably
be expected to result in the sale, forfeiture or loss of any material portion of
the Collateral or any interest therein.

                  SECTION 4.9 NOTICE OF COMMERCIAL TORT CLAIMS

                  Such Grantor agrees that, if it shall acquire any interest in
any Commercial Tort Claim (whether from another Person or because such
Commercial Tort Claim shall have come into existence) as to which Grantor
believes in good faith there exists the likely probability of recovery
(including by way of settlement) of monetary relief in excess of $1,000,000, (i)
such Grantor shall, subject to Section 6.14 (New Subsidiaries and Pledges) and
in any event not later than 5 Business Days after the end of each fiscal quarter
of the Borrower, deliver to the Administrative Agent, in each case in form and
substance satisfactory to the Administrative Agent, a notice of the existence
and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7
(Commercial Tort Claims) containing a specific description of such Commercial
Tort Claim, (ii) the provisions of Section 2.1 (Collateral) shall apply to such
Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the
Administrative Agent, in each case in form and substance satisfactory to the
Administrative Agent, any certificate, agreement and other document, and take
all other action, deemed by the Administrative Agent to be reasonably necessary
or appropriate for the Administrative Agent to obtain, for the benefit of the
Secured Parties, a first-priority, perfected security interest in all such
Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims)
delivered pursuant to this Section 4.9 (Notice of Commercial Tort Claims) shall,
after the receipt thereof by the Administrative Agent, become part of Schedule 7
(Commercial Tort Claims) for all purposes hereunder other than in respect of
representations and warranties made prior to the date of such receipt.

                  ARTICLE V REMEDIAL PROVISIONS

                  SECTION 5.1 CODE AND OTHER REMEDIES

                  During the continuance of an Event of Default, the
Administrative Agent may exercise, in addition to all other rights and remedies
granted to it in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the UCC or any other applicable Law. Without
limiting the generality of the foregoing, the Administrative Agent, without
demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except



                                       18


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

any notice required by law referred to below) to or upon any Grantor or any
other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon any Collateral, and may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver any Collateral (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, at any exchange, broker's board or
office of the Administrative Agent or any Lender or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best,
for cash or on credit or for future delivery without assumption of any credit
risk. The Administrative Agent shall have the right upon any such public sale or
sales, and, to the extent permitted by the UCC and other applicable Law, upon
any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption of any Grantor,
which right or equity is hereby waived and released. In connection with any such
public or private sales, each Grantor further agrees, at the Administrative
Agent's request, to assemble the Collateral and make it available to the
Administrative Agent at places that the Administrative Agent shall reasonably
select, whether at such Grantor's premises or elsewhere. The Administrative
Agent shall apply the net proceeds of any action taken by it pursuant to this
Section 5.1, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of any
Collateral or in any way relating to the Collateral or the rights of the
Administrative Agent and any other Secured Party hereunder, including reasonable
Attorney Costs, to the payment in whole or in part of the Secured Obligations,
in such order as the Credit Agreement shall prescribe, and only after such
application and after the payment by the Administrative Agent of any other
amount required by any provision of Law, need the Administrative Agent account
for the surplus, if any, to any Grantor. To the extent permitted by applicable
Law, each Grantor waives all claims, damages and demands it may acquire against
the Administrative Agent or any other Secured Party arising out of the exercise
by them of any rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by Law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition.

                  SECTION 5.2 ACCOUNTS AND PAYMENTS IN RESPECT OF GENERAL
INTANGIBLES

                  (a) In addition to, and not in substitution for, any similar
requirement in the Credit Agreement, if required by the Administrative Agent at
any time during the continuance of an Event of Default, any payment of Accounts
or payment in respect of General Intangibles, when collected by any Grantor,
shall be forthwith (and, in any event, within two Business Days) deposited by
such Grantor in the exact form received, duly indorsed by such Grantor to the
Administrative Agent, in an Approved Deposit Account or a Cash Collateral
Account, subject to withdrawal by the Administrative Agent as provided in
Section 5.4 (Proceeds to be Turned Over to Administrative Agent). Until so
turned over, such payment shall be held by such Grantor in trust for the
Administrative Agent, segregated from other funds of such Grantor. Each such
deposit of Proceeds of Accounts and payments in respect of General Intangibles
shall be accompanied by a report identifying in reasonable detail the nature and
source of the payments included in the deposit.

                  (b) At the Administrative Agent's request, during the
continuance of an Event of Default, each Grantor shall deliver to the
Administrative Agent all original and other documents evidencing, and relating
to, the agreements and transactions that gave rise to the Accounts or payments
in respect of General Intangibles, including all original orders, invoices and
shipping receipts.



                                       19


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  (c) The Administrative Agent may, without notice, at any time
during the continuance of an Event of Default, limit or terminate the authority
of a Grantor to collect its Accounts or amounts due under General Intangibles or
any thereof.

                  (d) The Administrative Agent in its own name or in the name of
others may at any time during the continuance of an Event of Default communicate
with Account Debtors to verify with them to the Administrative Agent's
satisfaction the existence, amount and terms of any Account or amounts due under
any General Intangible.

                  (e) Upon the request of the Administrative Agent at any time
during the continuance of an Event of Default, each Grantor shall notify Account
Debtors that the Accounts or General Intangibles have been collaterally assigned
to the Administrative Agent and that payments in respect thereof shall be made
directly to the Administrative Agent. In addition, the Administrative Agent may
at any time during the continuance of an Event of Default enforce such Grantor's
rights against such Account Debtors and obligors of General Intangibles.

                  (f) Anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of the Accounts and payments in respect
of General Intangibles to observe and perform all the conditions and obligations
to be observed and performed by it thereunder, all in accordance with the terms
of any agreement giving rise thereto. Neither the Administrative Agent nor any
other Secured Party shall have any obligation or liability under any agreement
giving rise to an Account or a payment in respect of a General Intangible by
reason of or arising out of this Agreement or the receipt by the Administrative
Agent nor any other Secured Party of any payment relating thereto, nor shall the
Administrative Agent nor any other Secured Party be obligated in any manner to
perform any obligation of any Grantor under or pursuant to any agreement giving
rise to an Account or a payment in respect of a General Intangible, to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts that may have been assigned
to it or to which it may be entitled at any time or times.

                  SECTION 5.3 PLEDGED COLLATERAL

                  (a) During the continuance of an Event of Default, upon notice
by the Administrative Agent to the relevant Grantor or Grantors, (i) the
Administrative Agent shall have the right to receive any Proceeds of the Pledged
Collateral and make application thereof to the Obligations in the order set
forth in the Credit Agreement and (ii) the Administrative Agent or its nominee
may exercise (A) any voting, consent, corporate and other right pertaining to
the Pledged Collateral at any meeting of shareholders, partners or members, as
the case may be, of the relevant issuer or issuers of Pledged Collateral or
otherwise and (B) any right of conversion, exchange and subscription and any
other right, privilege or option pertaining to the Pledged Collateral as if it
were the absolute owner thereof (including the right to exchange at its
discretion any of the Pledged Collateral upon the merger, amalgamation,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate or equivalent structure of any issuer of Pledged Stock, the right
to deposit and deliver any Pledged Collateral with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it; provided, however, that
the Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.



                                       20


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  (b) In order to permit the Administrative Agent to exercise
the voting and other consensual rights that it may be entitled to exercise
pursuant hereto and to receive all dividends and other distributions that it may
be entitled to receive hereunder, (i) each Grantor shall promptly execute and
deliver (or cause to be executed and delivered) to the Administrative Agent all
such proxies, dividend payment orders and other instruments as the
Administrative Agent may from time to time reasonably request after the
occurrence and during the continuance of an Event of Default and (ii) without
limiting the effect of clause (i) above, such Grantor hereby grants to the
Administrative Agent an irrevocable proxy to vote all or any part of the Pledged
Collateral and to exercise all other rights, powers, privileges and remedies to
which a holder of the Pledged Collateral would be entitled (including giving or
withholding written consents of shareholders, partners or members, as the case
may be, calling special meetings of shareholders, partners or members, as the
case may be, and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of
any Pledged Collateral on the record books of the issuer thereof) by any other
Person (including the issuer of such Pledged Collateral or any officer or agent
thereof) during the continuance of an Event of Default and which proxy shall
only terminate upon the payment in full of the Secured Obligations.

                  (c) Each Grantor hereby expressly authorizes and instructs
each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i)
comply with any instruction received by it from the Administrative Agent in
writing that (A) states that an Event of Default has occurred and is continuing
and (B) is otherwise in accordance with the terms of this Agreement, without any
other or further instructions from such Grantor, and each Grantor agrees that
such issuer shall be fully protected in so complying and (ii) unless otherwise
expressly permitted hereby, pay any dividend or other payment with respect to
the Pledged Collateral directly to the Administrative Agent.

                  SECTION 5.4 PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE AGENT

                  Unless otherwise expressly provided in the Credit Agreement,
all Proceeds received by the Administrative Agent hereunder in cash or Eligible
Securities shall be held by the Administrative Agent in a Cash Collateral
Account. All Proceeds while held by the Administrative Agent in a Cash
Collateral Account (or by such Grantor in trust for the Administrative Agent)
shall continue to be held as collateral security for the Secured Obligations and
shall not constitute payment thereof until applied as provided in the Credit
Agreement.

                  SECTION 5.5 REGISTRATION RIGHTS

                  (a) Upon the occurrence and during the continuance of an Event
of Default, if the Administrative Agent shall determine to exercise its right to
sell any of the Pledged Collateral pursuant to Section 5.1 (Code and Other
Remedies), and if in the opinion of the Administrative Agent it is necessary to
have the Pledged Collateral, or any portion thereof to be registered under the
provisions of the Securities Act, the relevant Grantor shall cause the issuer
thereof (to the extent such issuer is a Grantor or a Subsidiary of a Grantor) to
(i) execute and deliver, and cause the directors and officers of such issuer to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the Administrative Agent,
necessary to register the Pledged Collateral, or that portion thereof to be
sold, under the provisions of the Securities Act, (ii) use its best efforts to
cause the registration statement relating thereto to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Pledged Collateral, or that portion thereof



                                       21


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

to be sold and (iii) make all amendments thereto or to the related prospectus
that, in the opinion of the Administrative Agent, are necessary, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Commission applicable thereto. Each Grantor agrees to cause
such issuer to comply with the provisions of the securities or "Blue Sky" laws
of any jurisdiction that the Administrative Agent shall designate and to make
available to its security holders, as soon as practicable, an earnings statement
(which need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act.

                  (b) Each Grantor recognizes that the Administrative Agent may
be unable to effect a public sale of any Pledged Collateral by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise or may determine that a public sale is impracticable or not
commercially reasonable and, accordingly, may resort to one or more private
sales thereof to a restricted group of purchasers that shall be obliged to
agree, among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Administrative
Agent shall be under no obligation to delay a sale of any Pledged Collateral for
the period of time necessary to permit the issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such issuer would agree to do so.

                  (c) Each Grantor agrees to use its commercially reasonable
efforts to do or cause to be done all such other acts as may be necessary to
make such sale or sales of all or any portion of the Pledged Collateral pursuant
to this Section 5.5 valid and binding and in compliance with all other
applicable Laws. Each Grantor further agrees that a breach of any covenant
contained in this Section 5.5 will cause irreparable injury to the
Administrative Agent and the other Secured Parties, that the Administrative
Agent and the other Secured Parties have no adequate remedy at Law in respect of
such breach and, as a consequence, that each and every covenant contained in
this Section 5.5 shall be specifically enforceable against such Grantor, and
such Grantor hereby waives and agrees not to assert any defense against an
action for specific performance of such covenants except for a defense that no
Event of Default has occurred and is continuing under the Credit Agreement.

                  SECTION 5.6 DEFICIENCY

                  Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay the Secured Obligations and the Attorney Costs of any attorney employed by
the Administrative Agent or any other Secured Party to collect such deficiency.

                  SECTION 5.7 GAMING AUTHORIZATIONS

                  All rights, remedies and powers granted to the Secured Parties
under this Agreement with respect to any Gaming Authorizations or any Collateral
that is subject to regulation by any Gaming Law may be exercised only to the
extent that the exercise thereof does not violate any applicable Gaming Laws or
the terms of the applicable Gaming Authorizations, and then only to the extent
that the required approvals (including any required prior approvals) are
obtained from the requisite Gaming Authorities and any other requirements of
Gaming Authorities are satisfied.



                                       22


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  ARTICLE VI THE ADMINISTRATIVE AGENT

                  SECTION 6.1 ADMINISTRATIVE AGENT'S APPOINTMENT AS
ATTORNEY-IN-FACT

                  (a) Each Grantor hereby irrevocably constitutes and appoints
the Administrative Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of
this Agreement, to take any appropriate action and to execute any document or
instrument that may be necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Administrative Agent the power and right, on behalf of such
Grantor, without notice to or assent by such Grantor, to do any of the
following:

                  (i) in the name of such Grantor or its own name, or
             otherwise, take possession of and indorse and collect any check,
             draft, note, acceptance or other instrument for the payment of
             moneys due under any Account or General Intangible or with
             respect to any other Collateral and file any claim or take any
             other action or proceeding in any court of law or equity or
             otherwise deemed appropriate by the Administrative Agent for the
             purpose of collecting any such moneys due under any Account or
             General Intangible or with respect to any other Collateral
             whenever payable;

                  (ii) in the case of any Intellectual Property, execute and
             deliver, and have recorded, any agreement, instrument, document
             or paper as the Administrative Agent may request to evidence the
             Administrative Agent's security interest in such Intellectual
             Property and the goodwill and General Intangibles of such Grantor
             relating thereto or represented thereby;

                  (iii) pay or discharge taxes and Liens levied or placed on
             or threatened against the Collateral, effect any repair or pay
             any insurance called for by the terms of this Agreement
             (including all or any part of the premiums therefor and the costs
             thereof);

                  (iv) execute, in connection with any sale provided for in
             Section 5.1 (Code and Other Remedies) or 5.5 (Registration
             Rights), any endorsement, assignment or other instrument of
             conveyance or transfer with respect to the Collateral; or

                  (v) (A) direct any Person liable for any payment under any
             Collateral to make payment of any moneys due or to become due
             thereunder directly to the Administrative Agent or as the
             Administrative Agent shall direct, (B) ask or demand for,
             collect, and receive payment of and receipt for, any moneys,
             claims and other amounts due or to become due at any time in
             respect of or arising out of any Collateral, (C) sign and indorse
             any invoice, freight or express bill, bill of lading, storage or
             warehouse receipt, draft against debtors, assignment,
             verification, notice and other document in connection with any
             Collateral, (D) commence and prosecute any suit, action or
             proceeding at law or in equity in any court of competent
             jurisdiction to collect any Collateral and to enforce any other
             right in respect of any Collateral, (E) defend any suit, action
             or proceeding brought against such Grantor with respect to any
             Collateral, (F) settle, compromise or adjust any such suit,
             action or proceeding and, in connection therewith, give such
             discharges or releases as the Administrative Agent may deem
             appropriate, (G) assign any Copyright, Patent or Trademark (along
             with the goodwill of



                                       23


                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

             the business to which any such Trademark pertains) throughout the
             world for such term or terms, on such conditions, and in such
             manner as the Administrative Agent shall in its reasonable
             discretion determine, including the execution and filing of any
             document necessary to effectuate or record such assignment and
             (H) generally, sell, transfer, pledge and make any agreement with
             respect to or otherwise deal with any Collateral as fully and
             completely as though the Administrative Agent were the absolute
             owner thereof for all purposes, and do, at the Administrative
             Agent's option and such Grantor's expense, at any time, or from
             time to time, all acts and things that the Administrative Agent
             deems necessary to protect, preserve or realize upon the
             Collateral and the Administrative Agent's and the other Secured
             Parties' security interests therein and to effect the intent of
             this Agreement, all as fully and effectively as such Grantor
             might do.

Anything in this clause (a) to the contrary notwithstanding, the Administrative
Agent agrees that it shall not, and is not authorized hereunder to, exercise any
right under the power of attorney provided for in this clause (a) unless an
Event of Default shall be continuing.

                  (b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.

                  (c) The expenses of the Administrative Agent incurred in
connection with actions undertaken as provided in this Section 6.1, together
with interest thereon at a rate per annum equal to the rate per annum at which
interest would then be payable on past due Revolving Loans that are Base Rate
Loans under the Credit Agreement, from the date of payment by the Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand.

                  (d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.

                  SECTION 6.2 DUTY OF ADMINISTRATIVE AGENT

                  The Administrative Agent's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its
possession shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the
Administrative Agent, any other Secured Party nor any of their respective
officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action
whatsoever with regard to any Collateral. The powers conferred on the
Administrative Agent hereunder are solely to protect the Administrative Agent's
interest in the Collateral and shall not impose any duty upon the Administrative
Agent or any other Secured Party to exercise any such powers. The Administrative
Agent and the other Secured Parties shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither
they nor any of their respective officers, directors, employees or agents shall
be responsible to any Grantor for any act or failure to act hereunder, except
for their own gross negligence or willful misconduct.

                                       24

                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  SECTION 6.3 AUTHORIZATION OF FINANCING STATEMENTS

                  Each Grantor authorizes the Administrative Agent and its
Affiliates, counsel and other representatives, at any time and from time to
time, to file or record financing statements, amendments to financing
statements, and other filing or recording documents or instruments with respect
to the Collateral in such form and in such offices as the Administrative Agent
reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement, and such financing statements and
amendments may describe the Collateral covered thereby as "all assets of the
debtor", "all personal property of the debtor" or words of similar effect. Each
Grantor hereby also authorizes the Administrative Agent and its Affiliates,
counsel and other representatives, at any time and from time to time, to file
continuation statements with respect to previously filed financing statements. A
photographic or other reproduction of this Agreement shall be sufficient as a
financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.

                  SECTION 6.4 AUTHORITY OF ADMINISTRATIVE AGENT

                  Each Grantor acknowledges that the rights and responsibilities
of the Administrative Agent under this Agreement with respect to any action
taken by the Administrative Agent or the exercise or non-exercise by the
Administrative Agent of any option, voting right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the other Secured
Parties, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Grantors, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Administrative Agent and the
other Secured Parties with full and valid authority so to act or refrain from
acting, and no Grantor shall be under any obligation, or entitlement, to make
any inquiry respecting such authority.

                  ARTICLE VII MISCELLANEOUS

                  SECTION 7.1 AMENDMENTS IN WRITING

                  None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except in accordance with
Section 10.01 (Amendments, Etc.) of the Credit Agreement; provided, however,
that annexes to this Agreement may be supplemented (but no existing provisions
may be modified and no Collateral may be released) through Pledge Amendments and
Joinder Agreements, in substantially the form of Annex 3 (Form of Pledge
Amendment) and Annex 4 (Form of Joinder Agreement), respectively, in each case
duly executed by the Administrative Agent and each Grantor directly affected
thereby.

                  SECTION 7.2 NOTICES

                  All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.02 (Notices, Etc.) of the Credit Agreement; provided,
however, that any such notice, request or demand to or upon any Grantor shall be
addressed to the Borrower's notice address set forth in Section 10.02 (Notices,
Etc.).

                                       25

                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  SECTION 7.3 NO WAIVER BY COURSE OF CONDUCT; CUMULATIVE
                              REMEDIES

                  Neither the Administrative Agent nor any other Secured Party
shall by any act (except by a written instrument pursuant to Section 7.1
(Amendments in Writing)), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default. No failure to exercise, nor any delay in exercising, on the
part of the Administrative Agent or any other Secured Party, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent or any other Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy that the Administrative Agent or such other Secured Party would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by Law.

                  SECTION 7.4 SUCCESSORS AND ASSIGNS

                  This Agreement shall be binding upon the successors and
assigns of each Grantor and shall inure to the benefit of the Administrative
Agent and each other Secured Party and their successors and assigns; provided,
however, that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent.

                  SECTION 7.5 COUNTERPARTS

                  This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts (including by
telecopy), each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple counterparts and attached to a
single counterpart so that all signature pages are attached to the same
document. Delivery of an executed counterpart by telecopy shall be effective as
delivery of a manually executed counterpart.

                  SECTION 7.6 SEVERABILITY

                  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                  SECTION 7.7 SECTION HEADINGS

                  The Article and Section titles contained in this Agreement
are, and shall be, without substantive meaning or content of any kind whatsoever
and are not part of the agreement of the parties hereto.

                                       26

                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  SECTION 7.8 ENTIRE AGREEMENT

                  This Agreement together with the other Loan Documents
represents the entire agreement of the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof.

                  SECTION 7.9 GOVERNING LAW

                  This Agreement and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with,
the law of the State of New York.

                  SECTION 7.10 ADDITIONAL GRANTORS

                  If, pursuant to Section 6.14 (New Subsidiaries and Pledgors)
of the Credit Agreement, the Borrower shall be required to cause any Subsidiary
that is not a Grantor to become a Grantor hereunder, such Subsidiary shall
execute and deliver to the Administrative Agent a Joinder Agreement
substantially in the form of Annex 4 (Form of Joinder Agreement) and shall
thereafter for all purposes be a party hereto and have the same rights, benefits
and obligations as a Grantor party hereto on the Closing Date.

                  SECTION 7.11 APPLICATION OF GAMING REGULATIONS

                  This Agreement is subject to Gaming Laws applicable to the
Borrower and its Subsidiaries with respect to Gaming Authorizations that the
Borrower and its Subsidiaries are required to hold in connection with their
respective businesses. Without limiting the foregoing, each of the Lenders and
the Secured Parties acknowledges that (i) it is subject to being called forward
by the Gaming Authorities, in their discretion, for licensing or a finding of
suitability or to file or provide other information, and (ii) all rights,
remedies and powers in or under this Agreement may be exercised only to the
extent that the exercise thereof does not violate any provisions of Gaming Laws
applicable to the Borrower and its Subsidiaries with respect to Gaming
Authorizations that the Borrower and its Subsidiaries are required to hold in
connection with their respective businesses, and only to the extent that
required approvals (including any required prior approvals) are obtained from
the requisite Gaming Authorities. Each of the Lenders and the Secured Parties
agrees to cooperate with the Gaming Authorities in connection with the provision
of such documents and other information as may be requested by such Gaming
Authorities relating to the Borrower and its Subsidiaries or to the Loan
Documents. The provisions of this Section 7.11 shall apply mutatis mutandis to
all existing Loan Documents.

                  SECTION 7.12 RELEASE OF COLLATERAL

                  (a) At the time provided in Section 9.11(b)(i) (Collateral and
Guaranty Matters) of the Credit Agreement, the Collateral shall be released from
the Lien created hereby and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent, the
Secured Parties and each Grantor hereunder shall terminate, all without delivery
of any instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. At the request and sole expense of any
Grantor following any such termination, the Administrative Agent shall deliver
to such Grantor any Collateral of such Grantor held by the Administrative Agent
hereunder and execute and deliver to such Grantor such documents as such Grantor
shall reasonably request to evidence such termination.

                                       27

                                                   PLEDGE AND SECURITY AGREEMENT
                                                              JARDEN CORPORATION

                  (b) If the Administrative Agent shall be directed or permitted
pursuant to Section 9.11(b)(ii) or (iii) (Collateral and Guaranty Matters) of
the Credit Agreement to release any Lien created hereby upon any Collateral
(including any Collateral sold or otherwise Disposed of by any Grantor in a
transaction permitted by the Credit Agreement), such Collateral shall be
released from the Lien created hereby to the extent provided under, and subject
to the terms and conditions set forth in, Section 9.11(b)(ii) or (iii)
(Collateral and Guaranty Matters) of the Credit Agreement. In connection
therewith, the Administrative Agent, at the request and sole expense of the
Borrower, shall execute and deliver to the Borrower all releases or other
documents, including UCC termination statements, reasonably necessary or
desirable for the release of the Lien created hereby on such Collateral. At the
request and sole expense of the Borrower, a Grantor shall be released from its
obligations hereunder in the event that all the capital stock of such Grantor
shall be so sold or otherwise Disposed; provided, however, that the Borrower
shall have delivered to the Administrative Agent, at least five Business Days
prior to the date of the proposed release, a written request for release
identifying the relevant Grantor and the terms of the sale or other disposition
in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrower in form and substance
satisfactory to the Administrative Agent stating that such transaction is in
compliance with the Credit Agreement and the other Loan Documents.

                  SECTION 7.13 REINSTATEMENT

                  Each Grantor agrees that, if any payment made by any Loan
Party or other Person and applied to the Obligations is at any time annulled,
avoided, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid, or the proceeds of
Collateral are required to be returned by any Secured Party to such Loan Party,
its estate, trustee, receiver or any other party, including any Grantor, under
any bankruptcy law, state or federal law, common law or equitable cause, then,
to the extent of such payment or repayment, any Lien or other Collateral
securing such liability shall be and remain in full force and effect, as fully
as if such payment had never been made or, if prior thereto the Lien granted
hereby or other Collateral securing such liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender), such Lien
or other Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect any Lien or other Collateral securing the obligations of any
Grantor in respect of the amount of such payment.

                            [SIGNATURE PAGES FOLLOW]


                                       28


                  IN WITNESS WHEREOF, each of the undersigned has caused this
Pledge and Security Agreement to be duly executed and delivered as of the date
first above written.

                                      JARDEN CORPORATION, as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                                 Title: Treasurer

                                      ALLTRISTA NEWCO CORPORATION, as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      ALLTRISTA PLASTICS CORPORATION,
                                      as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      BICYCLE HOLDING, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      HEARTHMARK, LLC, as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      JARDEN ACQUISITION I, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President


                                      JARDEN ZINC PRODUCTS, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      LEHIGH CONSUMER PRODUCTS CORPORATION,
                                      as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      Loew-Cornell, Inc., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      QUOIN, LLC, as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      THE UNITED STATES PLAYING CARD COMPANY,
                                      as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      TILIA DIRECT, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President



                                      TILIA INTERNATIONAL, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      TILIA, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      USPC HOLDING, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      AMERICAN HOUSEHOLD, INC., as Grantor



                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      AUSTRALIAN COLEMAN, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      BRK BRANDS, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President


                                      CC OUTLET, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      COLEMAN INTERNATIONAL HOLDINGS, LLC,
                                      as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      COLEMAN WORLDWIDE CORPORATION,
                                      as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      FIRST ALERT, INC., as Grantor

                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      FIRST ALERT/POWERMATE, INC.,
                                      as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      KANSAS ACQUISITION CORP.,
                                      as Grantor

                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President


                                      LASER ACQUISITION CORP.,
                                      as Grantor

                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      NIPPON COLEMAN, INC., as Grantor

                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      SI II, INC., as Grantor

                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      SUNBEAM AMERICAS HOLDINGS, LIMITED,
                                      as Grantor

                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      SUNBEAM PRODUCTS, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President

                                      THE COLEMAN COMPANY, INC., as Grantor


                                      By:      /s/ Desiree DeStefano
                                               ------------------------
                                               Name: Desiree DeStefano
                                               Title: Vice President





ACCEPTED AND AGREED as of the date first above written:

CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent


By:    /s/ Leonard Fernandez
       ------------------------
      Name:  Leonard Fernandez
      Title:   Executive Director
                  CIBC World Markets Corp.,
                  As Agent

EX-10.3

                                                                  EXECUTION COPY


                                    GUARANTY

         GUARANTY, dated as of January 24, 2005, by each of the entities listed
on the signature pages hereof or that becomes a party hereto pursuant to Section
24 (Additional Guarantors) hereof (collectively, the "Guarantors" and
individually a "Guarantor"), in favor of Canadian Imperial Bank of Commerce
("CIBC"), as Administrative Agent, each Lender, each L/C Issuer and each other
holder of an Obligation (as each such term is defined in the Credit Agreement
referred to below) (each, a "Guarantied Party" and, collectively, the
"Guarantied Parties").


                              W I T N E S S E T H:

         WHEREAS, pursuant to the Credit Agreement, dated as of January
24, 2005 (together with all appendices, exhibits and schedules thereto and as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"; capitalized terms used herein and not otherwise
defined herein have the meanings given to them in the Credit Agreement), among
Jarden Corporation (the "Borrower"), the Lenders and L/C Issuers party thereto
from time to time, and Canadian Imperial Bank of Commerce, as agent for the
Lenders and L/C Issuers, CIBC, as administrative agent, Citicorp USA, Inc., as
syndication agent, and Bank of America, N.A., National City Bank of Indiana and
SunTrust Bank, as co-documentation agents, the Lenders and L/C Issuers have
severally agreed to make extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein;

         WHEREAS, each Guarantor is a direct or indirect Subsidiary of the
Borrower;

         WHEREAS, each Guarantor will receive substantial direct and indirect
benefits from the making of the Loans, the issuance of the Letters of Credit and
the granting of the other financial accommodations to the Borrower under the
Credit Agreement; and

         WHEREAS, a condition precedent to the obligation of the Lenders and the
L/C Issuers to make their respective extensions of credit to the Borrower under
the Credit Agreement is that the Guarantors shall have executed and delivered
this Guaranty for the benefit of the Guarantied Parties;

         NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         SECTION 1 GUARANTY

         (a) To induce the Lenders to make the Loans and the L/C Issuers to
issue Letters of Credit, each Guarantor hereby absolutely, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, the full
and punctual payment when due, whether at stated maturity or earlier, by reason
of acceleration, mandatory prepayment or otherwise in accordance herewith or any
other Loan Document, of all the Obligations, whether or not from time to time
reduced or extinguished or hereafter increased or incurred, whether or not
recovery may be or hereafter may become barred by any statute of limitations,
whether or not enforceable as against the Borrower, whether now or hereafter
existing, and whether due or to become due, including principal, interest
(including interest at the contract rate applicable upon default accrued or
accruing after the commencement of any proceeding under any Debtor Relief Laws,
whether




or not such interest is an allowed claim in such proceeding), fees and costs of
collection. This Guaranty constitutes a guaranty of payment and not of
collection.

         (b) Each Guarantor further agrees that, if (i) any payment made by
Borrower or any other person and applied to the Obligations is at any time
annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent
or preferential or otherwise required to be refunded or repaid, or (ii) the
proceeds of Collateral are required to be returned by any Guarantied Party to
the Borrower, its estate, trustee, receiver or any other party, including any
Guarantor, under any bankruptcy law, equitable cause or any other Law, then, to
the extent of such payment or repayment, any such Guarantor's liability
hereunder (and any Lien or other Collateral securing such liability) shall be
and remain in full force and effect, as fully as if such payment had never been
made. If, prior to any of the foregoing, this Guaranty shall have been cancelled
or surrendered (and if any Lien or other Collateral securing such Guarantor's
liability hereunder shall have been released or terminated by virtue of such
cancellation or surrender), this Guaranty (and such Lien or other Collateral)
shall be reinstated in full force and effect, and such prior cancellation or
surrender shall not diminish, release, discharge, impair or otherwise affect the
obligations of any such Guarantor in respect of the amount of such payment (or
any Lien or other Collateral securing such obligation).

         SECTION 2 LIMITATION OF GUARANTY

         Any term or provision of this Guaranty or any other Loan Document to
the contrary notwithstanding, the maximum aggregate amount of the Obligations
for which any Guarantor shall be liable shall not exceed the maximum amount for
which such Guarantor can be liable without rendering this Guaranty or any other
Loan Document, as it relates to such Guarantor, subject to avoidance under
applicable Law relating to fraudulent conveyance or fraudulent transfer
(including Section 548 of title 11 of the United States Code ("the Bankruptcy
Code") or any applicable provisions of comparable state Law) (collectively,
"Fraudulent Transfer Laws"), in each case after giving effect (a) to all other
liabilities of such Guarantor, contingent or otherwise, that are relevant under
such Fraudulent Transfer Laws (specifically excluding, however, any liabilities
of such Guarantor in respect of intercompany Indebtedness to the Borrower to the
extent that such Indebtedness would be discharged in an amount equal to the
amount paid by such Guarantor hereunder) and (b) to the value as assets of such
Guarantor (as determined under the applicable provisions of such Fraudulent
Transfer Laws) of any rights to subrogation, contribution, reimbursement,
indemnity or similar rights held by such Guarantor pursuant to (i) applicable
Law, (ii) Section 3 (Contribution) of this Guaranty or (iii) any other
Contractual Obligations providing for an equitable allocation among such
Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations
arising under this Guaranty or other guaranties of the Obligations by such
parties.

         SECTION 3 CONTRIBUTION

         To the extent that any Guarantor shall be required hereunder to pay a
portion of the Obligations exceeding the greater of (a) the amount of the
economic benefit actually received by such Guarantor from the Revolving Loans
(including the Swing Line Loans), the Term Loan and the Letters of Credit and
(b) the amount such Guarantor would otherwise have paid if such Guarantor had
paid the aggregate amount of the Obligations (excluding the amount thereof
repaid by the Borrower) in the same proportion as such Guarantor's net worth at
the date enforcement is sought hereunder bears to the aggregate net worth of all
the Guarantors at the date enforcement is sought hereunder, then such Guarantor
shall be reimbursed by such other Guarantors for the


                                       2


amount of such excess, pro rata, based on the respective net worths of such
other Guarantors at the date enforcement hereunder is sought.

         SECTION 4 AUTHORIZATION; OTHER AGREEMENTS

         Subject to the terms of the Credit Agreement and the Pledge and
Security Agreement, the Guarantied Parties are hereby authorized, without notice
to, or demand upon, any Guarantor, which notice and demand requirements each are
expressly waived hereby, and without discharging or otherwise affecting the
obligations of any Guarantor hereunder (which obligations shall remain absolute
and unconditional notwithstanding any such action or omission to act), from time
to time, to do each of the following:

         (a) supplement, renew, extend, accelerate or otherwise change the time
for payment of, or other terms relating to, the Obligations, or any part of
them, or otherwise modify, amend or change the terms of any promissory note or
other agreement, document or instrument (including the other Loan Documents) now
or hereafter executed by the Borrower and delivered to the Guarantied Parties or
any of them, including any increase or decrease of principal or the rate of
interest thereon;

         (b) waive or otherwise consent to noncompliance with any provision of
any instrument evidencing the Obligations, or any part thereof, or any other
instrument or agreement in respect of the Obligations (including the other Loan
Documents) now or hereafter executed by the Borrower and delivered to the
Guarantied Parties or any of them;

         (c) accept partial payments on the Obligations;

         (d) receive, take and hold additional security or collateral for the
payment of the Obligations or any part of them and exchange, enforce, waive,
substitute, liquidate, terminate, abandon, fail to perfect, subordinate,
transfer, otherwise alter and release any such additional security or
collateral;

         (e) settle, release, compromise, collect or otherwise liquidate the
Obligations or accept, substitute, release, exchange or otherwise alter, affect
or impair any security or collateral for the Obligations or any part of them or
any other guaranty therefor, in any manner;

         (f) add, release or substitute any one or more other guarantors, makers
or endorsers of the Obligations or any part of them and otherwise deal with the
Borrower or any other guarantor, maker or endorser;

         (g) apply to the Obligations any payment or recovery (x) from the
Borrower, from any other guarantor, maker or endorser of the Obligations or any
part of them or (y) from any Guarantor in such order as provided herein, in each
case whether such Obligations are secured or unsecured or guaranteed or not
guaranteed by others;

         (h) apply to the Obligations any payment or recovery from any Guarantor
of the Obligations or any sum realized from security furnished by such Guarantor
upon its indebtedness or obligations to the Guarantied Parties or any of them,
in each case whether or not such indebtedness or obligations relate to the
Obligations; and

         (i) refund at any time any payment received by any Guarantied Party in
respect of any Obligation, and payment to such Guarantied Party of the amount so
refunded shall


                                       3


be fully guaranteed hereby even though prior thereto this Guaranty shall have
been cancelled or surrendered (or any release or termination of any Collateral
by virtue thereof), and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of any Guarantor
hereunder in respect of the amount so refunded (and any Collateral so released
or terminated shall be reinstated with respect to such obligations);

even if any right of reimbursement or subrogation or other right or remedy of
any Guarantor is extinguished, affected or impaired by any of the foregoing
(including any election of remedies by reason of any judicial, non-judicial or
other proceeding in respect of the Obligations that impairs any subrogation,
reimbursement or other right of such Guarantor).

         SECTION 5 GUARANTY ABSOLUTE AND UNCONDITIONAL

         Each Guarantor hereby waives any defense of a surety or guarantor or
any other obligor on any obligations arising in connection with or in respect of
any of the following and hereby agrees that its obligations under this Guaranty
are absolute and unconditional and shall not be discharged or otherwise affected
as a result of any of the following:

         (a) the invalidity or unenforceability of any of the Borrower's
obligations under the Credit Agreement or any other Loan Document or any other
agreement or instrument relating thereto, or any security for, or other guaranty
of the Obligations or any part of them, or the lack of perfection or continuing
perfection or failure of priority of any security for the Obligations or any
part of them;

         (b) the absence of any attempt to collect the Obligations or any part
of them from the Borrower or other action to enforce the same;

         (c) failure by any Guarantied Party to take any steps to perfect and
maintain any Lien on, or to preserve any rights to, any Collateral;

         (d) any Guarantied Party's election, in any proceeding instituted under
chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of
the Bankruptcy Code;

         (e) any borrowing or grant of a Lien by the Borrower, as
debtor-in-possession, or extension of credit, under Section 364 of the
Bankruptcy Code;

         (f) the disallowance, under Section 502 of the Bankruptcy Code, of all
or any portion of any Guarantied Party's claim (or claims) for repayment of the
Obligations ;

         (g) any use of cash collateral under Section 363 of the Bankruptcy
Code;

         (h) any agreement or stipulation as to the provision of adequate
protection in any bankruptcy proceeding;

         (i) any change in the corporate existence or structure of the Borrower;

         (j) the avoidance of any Lien in favor of the Guarantied Parties or any
of them for any reason;


                                       4


         (k) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, liquidation or dissolution proceeding commenced by or
against the Borrower, any Guarantor or any of the Borrower's other Subsidiaries,
including any discharge of, or bar or stay against collecting, any Obligation
(or any part of them or interest thereon) in or as a result of any such
proceeding;

         (l) failure by any Guarantied Party to file or enforce a claim against
the Borrower or its estate in any bankruptcy or insolvency case or proceeding;

         (m) any action taken by any Guarantied Party if such action is
authorized hereby;

         (n) any election following the occurrence of an Event of Default by any
Guarantied Party to proceed separately against the personal property Collateral
in accordance with such Guarantied Party's rights under the UCC or, if the
Collateral consists of both personal and real property, to proceed against such
personal and real property in accordance with such Guarantied Party's rights
with respect to such real property; or

         (o) any other circumstance that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor or any other obligor on
any obligations, other than the payment in full of the Obligations.

         SECTION 6 WAIVERS

         Each Guarantor hereby waives diligence, promptness, presentment, demand
for payment or performance and protest and notice of protest, notice of
acceptance and any other notice in respect of the Obligations or any part of
them, and any defense arising by reason of any disability or other defense of
the Borrower. Each Guarantor shall not, until the Obligations are irrevocably
paid in full (subject to Section 1(b)(Guaranty)) and the Aggregate Revolving
Credit Commitments have been terminated, assert any claim or counterclaim it may
have against the Borrower or set off any of its obligations to the Borrower
against any obligations of the Borrower to it. In connection with the foregoing,
each Guarantor covenants that its obligations hereunder shall not be discharged,
except by complete performance.

         SECTION 7 RELIANCE

         Each Guarantor hereby assumes responsibility for keeping itself
informed of the financial condition of the Borrower and any endorser and other
guarantor of all or any part of the Obligations, and of all other circumstances
bearing upon the risk of nonpayment of the Obligations, or any part thereof,
that diligent inquiry would reveal, and each Guarantor hereby agrees that no
Guarantied Party shall have any duty to advise any Guarantor of information
known to it regarding such condition or any such circumstances. In the event any
Guarantied Party, in its sole discretion, undertakes at any time or from time to
time to provide any such information to any Guarantor, such Guarantied Party
shall be under no obligation (a) to undertake any investigation not a part of
its regular business routine, (b) to disclose any information that such
Guarantied Party, pursuant to accepted or reasonable commercial finance or
banking practices, wishes to maintain confidential or (c) to make any other or
future disclosures of such information or any other information to any
Guarantor.

                                       5



         SECTION 8 WAIVER OF SUBROGATION AND CONTRIBUTION RIGHTS

         Until the Obligations have been irrevocably paid in full (subject to
Section 1(b) (Guaranty)) and the Aggregate Revolving Credit Commitments have
been terminated, the Guarantors shall not enforce or otherwise exercise any
right of subrogation to any of the rights of the Guarantied Parties or any part
of such rights against the Borrower or any right of reimbursement or
contribution or similar right against the Borrower by reason of this Guaranty or
by any payment made by any Guarantor in respect of the Obligations.

         SECTION 9 SUBORDINATION

         Each Guarantor hereby agrees that any Indebtedness of the Borrower now
or hereafter owing to any Guarantor, whether heretofore, now or hereafter
created (the "Guarantor Subordinated Debt"), is hereby subordinated to all of
the Obligations and that, except as permitted under the Credit Agreement,
including Section 7.19 (Subordinated Indebtedness) or, if applicable, Section
7.07 (Restricted Payments) of the Credit Agreement, the Guarantor Subordinated
Debt shall not be paid in whole or in part until the Obligations have been paid
in full and this Guaranty is terminated and of no further force or effect. No
Guarantor shall accept any payment of or on account of any Guarantor
Subordinated Debt at any time in contravention of the foregoing. Upon the
occurrence and during the continuance of an Event of Default, the Borrower shall
pay to the Administrative Agent any payment of all or any part of the Guarantor
Subordinated Debt and any amount so paid to the Administrative Agent shall be
applied to payment of the Obligations as provided in Section 2.13(h) (Payments
Generally) of the Credit Agreement. Each payment on the Guarantor Subordinated
Debt received in violation of any of the provisions hereof shall be deemed to
have been received by such Guarantor as trustee for the Guarantied Parties and
shall be paid over to the Administrative Agent immediately on account of the
Obligations, but without otherwise affecting in any manner such Guarantor's
liability hereof. Each Guarantor agrees to file all claims against the Borrower
in any bankruptcy or other proceeding in which the filing of claims is required
by Law in respect of any Guarantor Subordinated Debt, and the Administrative
Agent shall be entitled to all of such Guarantor's rights thereunder. If for any
reason a Guarantor fails to file such claim at least ten Business Days prior to
the last date on which such claim should be filed, such Guarantor hereby
irrevocably appoints the Administrative Agent as its true and lawful
attorney-in-fact and is hereby authorized to act as attorney-in-fact in such
Guarantor's name to file such claim or, in the Administrative Agent's reasonable
discretion, to assign such claim to and cause proof of claim to be filed in the
name of the Administrative Agent or its nominee. In all such cases, whether in
administration, bankruptcy or otherwise, the Person or Persons authorized to pay
such claim shall pay to the Administrative Agent the full amount payable on the
claim in the proceeding, and, to the full extent necessary for that purpose,
each Guarantor hereby assigns to the Administrative Agent all of such
Guarantor's rights to any payments or distributions to which such Guarantor
otherwise would be entitled. If the amount so paid is greater than such
Guarantor's liability hereunder, the Administrative Agent promptly shall pay the
excess amount to the party entitled thereto.

         SECTION 10 DEFAULT; REMEDIES

         The obligations of each Guarantor hereunder are independent of and
separate from the Obligations. If any Obligation is not paid when due, or upon
the occurrence and during the continuance of any Event of Default hereunder or
upon the occurrence and during the continuance of any "Event of Default" as
defined in the Credit Agreement evidencing all or any part of the Obligations,
the Administrative Agent may, at its sole election, proceed directly and at


                                       6


once, without notice, against any Guarantor to collect and recover the full
amount or any portion of the Obligations then due, without first proceeding
against the Borrower or any other guarantor of the Obligations, or against any
Collateral under the Loan Documents or joining the Borrower or any other
guarantor in any proceeding against any Guarantor. At any time after maturity of
the Obligations, the Administrative Agent may (unless the Obligations have been
irrevocably paid in full (subject to Section 1(b) (Guaranty)), without notice to
any Guarantor and regardless of the acceptance of any Collateral for the payment
hereof, appropriate and apply toward the payment of the Obligations (a) any
indebtedness due or to become due from any Guarantied Party to such Guarantor
and (b) any moneys, credits or other property belonging to such Guarantor at any
time held by or coming into the possession of any Guarantied Party or any of its
respective Affiliates.

         SECTION 11 IRREVOCABILITY

         This Guaranty shall be irrevocable as to the Obligations (or any part
thereof) until the Commitments have been terminated and all monetary Obligations
then outstanding have been irrevocably repaid in cash (subject to Section 1(b)
(Guaranty)), at which time this Guaranty shall automatically be cancelled. Upon
such cancellation and at the written request of any Guarantor or its successors
or assigns, and at the cost and expense of such Guarantor or its successors or
assigns, the Administrative Agent shall execute in a timely manner a
satisfaction of this Guaranty and such instruments, documents or agreements as
the Guarantors deem necessary or desirable to evidence the termination of this
Guaranty.

         SECTION 12 SETOFF

         Upon the occurrence and during the continuance of an Event of Default,
each Guarantied Party and each Affiliate of a Guarantied Party may, without
notice to any Guarantor and regardless of the acceptance of any security or
collateral for the payment hereof, appropriate and apply toward the payment of
all or any part of the Obligations (a) any indebtedness due or to become due
from such Guarantied Party or Affiliate to such Guarantor and (b) any moneys,
credits or other property belonging to such Guarantor, at any time held by, or
coming into, the possession of such Guarantied Party or Affiliate.

         SECTION 13 NO MARSHALLING

         Each Guarantor consents and agrees that no Guarantied Party or Person
acting for or on behalf of any Guarantied Party shall be under any obligation to
marshal any assets in favor of any Guarantor or against or in payment of any or
all of the Obligations.

         SECTION 14 ENFORCEMENT; AMENDMENTS; WAIVERS

         No delay on the part of any Guarantied Party in the exercise of any
right or remedy arising under this Guaranty, the Credit Agreement, any other
Loan Document or otherwise with respect to all or any part of the Obligations,
the Collateral or any other guaranty of or security for all or any part of the
Obligations shall operate as a waiver thereof, and no single or partial exercise
by any such Person of any such right or remedy shall preclude any further
exercise thereof. No modification or waiver of any provision of this Guaranty
shall be binding upon any Guarantied Party, except as expressly set forth in a
writing duly signed and delivered by the party making such modification or
waiver. Failure by any Guarantied Party at any time or times hereafter to
require strict performance by the Borrower, any Guarantor, any other guarantor
of all or any part of the Obligations or any other Person of any provision,
warranty, term or condition contained in any Loan Document now or at any time
hereafter executed by any such


                                       7


Persons and delivered to any Guarantied Party shall not waive, affect or
diminish any right of any Guarantied Party at any time or times hereafter to
demand strict performance thereof and such right shall not be deemed to have
been waived by any act or knowledge of any Guarantied Party, or its respective
agents, officers or employees, unless such waiver is contained in an instrument
in writing, directed and delivered to the Borrower or such Guarantor, as
applicable, specifying such waiver, and is signed by the party or parties
necessary to give such waiver under the Credit Agreement. No waiver of any Event
of Default by any Guarantied Party shall operate as a waiver of any other Event
of Default or the same Event of Default on a future occasion, and no action by
any Guarantied Party permitted hereunder shall in any way affect or impair any
Guarantied Party's rights and remedies or the obligations of any Guarantor under
this Guaranty. Any determination by a court of competent jurisdiction of the
amount of any principal or interest owing by the Borrower to a Guarantied Party
shall be conclusive and binding on each Guarantor irrespective of whether such
Guarantor was a party to the suit or action in which such determination was
made.

         SECTION 15 SUCCESSORS AND ASSIGNS

         This Guaranty shall be binding upon each Guarantor and upon the
successors and assigns of such Guarantors and shall inure to the benefit of the
Guarantied Parties and their respective successors and assigns; all references
herein to the Borrower and to the Guarantors shall be deemed to include their
respective successors and assigns. The successors and assigns of the Guarantors
and the Borrower shall include their respective receivers, trustees and
debtors-in-possession. All references to the singular shall be deemed to include
the plural where the context so requires.

         SECTION 16 REPRESENTATIONS AND WARRANTIES; COVENANTS

         Each Guarantor hereby (a) represents and warrants that the
representations and warranties as to it made by the Borrower in Article V
(Representations and Warranties) of the Credit Agreement are true and correct in
all material respects on each date as required by Section 4.02(b)(i) (Conditions
Precedent to Each Credit Extension) of the Credit Agreement and (b) agrees to
take, or refrain from taking, as the case may be, each action necessary to be
taken or not taken, as the case may be, so that no Default or Event of Default
is caused by the failure to take such action or to refrain from taking such
action by such Guarantor.

         SECTION 17 GOVERNING LAW

         This Guaranty and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.

         SECTION 18 SUBMISSION TO JURISDICTION; SERVICE OF PROCESS

         (a) Any legal action or proceeding with respect to this Guaranty, and
any other Loan Document, may be brought in the courts of the State of New York
or of the United States of America for the Southern District of New York, and,
by execution and delivery of this Guaranty, each Guarantor hereby accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably
waive any objection, including any objection to the laying of venue or based on
the grounds of forum non conveniens, that any of them may now or hereafter have
to the bringing of any such action or proceeding in such respective
jurisdictions.

                                       8


         (b) Nothing contained in this Section 18 (Submission to Jurisdiction;
Service of Process) shall affect the right of the Administrative Agent or any
other Guarantied Party to serve process in any other manner permitted by Law or
commence legal proceedings or otherwise proceed against a Guarantor in any other
jurisdiction.

         (c) If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder in Dollars into another currency, the
parties hereto agree, to the fullest extent they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase Dollars with such other
currency at the spot rate of exchange quoted by the Administrative Agent at
11:00 a.m. (New York time) on the Business Day preceding that on which final
judgment is given, for the purchase of Dollars, for delivery two Business Days
thereafter.

         SECTION 19 CERTAIN TERMS

         The following rules of interpretation shall apply to this Guaranty: (a)
the terms "herein," "hereof," "hereto" and "hereunder" and similar terms refer
to this Guaranty as a whole and not to any particular Article, Section,
subsection or clause in this Guaranty, (b) unless otherwise indicated,
references herein to an Exhibit, Article, Section, subsection or clause refer to
the appropriate Exhibit to, or Article, Section, subsection or clause in this
Guaranty and (c) the term "including" means "including without limitation"
except when used in the computation of time periods.

         SECTION 20 WAIVER OF JURY TRIAL

         EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY AND ANY OTHER LOAN DOCUMENT.

         SECTION 21 APPOINTMENT AS AGENT WITH RESPECT TO LETTERS OF CREDIT

         Each Guarantor hereby accepts its appointment to act as agent of the
Borrower with respect to Letters of Credit as provided in Section 2.04(n)
(Requests for Issuances of Letters of Credit by Guarantors) of the Credit
Agreement.

         SECTION 22 NOTICES

         Any notice or other communication herein required or permitted shall be
given as provided in Section 10.02 (Notices, Etc.) of the Credit Agreement and,
in the case of any Guarantor, to such Guarantor in care of the Borrower.

         SECTION 23 SEVERABILITY

         Wherever possible, each provision of this Guaranty shall be interpreted
in such manner as to be effective and valid under applicable Law, but if any
provision of this Guaranty shall be prohibited by or invalid under such Law,
such provision shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Guaranty.


                                       9


         SECTION 24 ADDITIONAL GUARANTORS

         Each of the Guarantors agrees that, if, pursuant to Section 6.14(a)
(New Subsidiaries and Pledgors) of the Credit Agreement, the Borrower shall be
required to cause any Subsidiary that is not a Guarantor to become a Guarantor
hereunder, or if for any reason the Borrower desires any such Subsidiary to
become a Guarantor hereunder, such Subsidiary shall execute and deliver to the
Administrative Agent a Guaranty Supplement in substantially the form of Exhibit
A (Form of Guaranty Supplement) attached hereto and shall thereafter for all
purposes be a party hereto and have the same rights, benefits and obligations as
a Guarantor party hereto on the Closing Date.

         SECTION 25 COLLATERAL

         Each Guarantor hereby acknowledges and agrees that its obligations
under this Guaranty are secured pursuant to the terms and provisions of the
Collateral Documents executed by it in favor of the Administrative Agent, for
the benefit of the Secured Parties, and covenants that it shall not grant any
Lien (other than Permitted Liens) with respect to its Property in favor, or for
the benefit, of any Person other than the Administrative Agent, for the benefit
of the Secured Parties.

         SECTION 26 COSTS AND EXPENSES

         Each Guarantor agrees to pay or reimburse the Administrative Agent and
each of the other Guarantied Parties upon demand for all out-of-pocket costs and
expenses, including reasonable attorneys' fees (including allocated costs of
internal counsel and costs of settlement), incurred by the Administrative Agent
and such other Guarantied Parties in enforcing this Guaranty or any security
therefor or exercising or enforcing any other right or remedy available in
connection herewith or therewith.

         SECTION 27 WAIVER OF CONSEQUENTIAL DAMAGES

         EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION OR
PROCEEDING IN RESPECT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT.

         SECTION 28 ENTIRE AGREEMENT

         This Guaranty, taken together with all of the other Loan Documents
executed and delivered by the Guarantors, represents the entire agreement and
understanding of the parties hereto and thereto and supersedes all prior
understandings, written and oral, relating to the subject matter hereof.






                            [SIGNATURE PAGES FOLLOW]




                                       10

                  IN WITNESS WHEREOF, this Guaranty has been duly executed by
the Guarantors as of the day and year first set forth above.

                                       Guarantors:

                                       ALLTRISTA NEWCO CORPORATION


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       ALLTRISTA PLASTICS CORPORATION


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       BICYCLE HOLDING, INC.


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       HEARTHMARK, LLC


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       JARDEN ACQUISITION I, INC.


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       JARDEN ZINC PRODUCTS, INC.


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President


                                       LEHIGH CONSUMER PRODUCTS CORPORATION


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       LOEW-CORNELL, INC.


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       QUOIN, LLC


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       THE UNITED STATES PLAYING CARD COMPANY


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       TILIA DIRECT, INC.


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       TILIA INTERNATIONAL, INC.


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                            Name: Desiree DeStefano
                                            Title: Vice President

                                       TILIA, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President


                                       USPC HOLDING, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       AMERICAN HOUSEHOLD, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       AUSTRALIAN COLEMAN, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       BRK BRANDS, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       CC OUTLET, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       COLEMAN INTERNATIONAL HOLDINGS, LLC


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President



                                       COLEMAN WORLDWIDE CORPORATION


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       FIRST ALERT, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       FIRST ALERT/POWERMATE, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       KANSAS ACQUISITION CORP.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       LASER ACQUISITION CORP.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       NIPPON COLEMAN, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       SI II, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       SUNBEAM AMERICAS HOLDINGS, LIMITED


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       SUNBEAM PRODUCTS, INC.


                                       By:   /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President

                                       THE COLEMAN COMPANY, INC.


                                       By:  /s/ Desiree DeStefano
                                            ----------------------
                                             Name: Desiree DeStefano
                                             Title: Vice President



ACKNOWLEDGED AND AGREED as of the date first above written:

CANADIAN IMPERIAL BANK OF COMMERCE
as Administrative Agent


By:    /s/ Leonard Fernandez
       ---------------------
      Name:  Leonard Fernandez
      Title:   Executive Director
                  CIBC World Markets Corp.,
                  As Agent

EX-10.4

                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated
as of January 24, 2005, by and between Jarden Corporation, a Delaware
corporation (the "Company"), and Martin E. Franklin ("Executive").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, the Company and the Executive are parties to an Amended and
Restated Employment Agreement entered into as of October 1, 2003 (the
"Employment Agreement"); and

     WHEREAS, the Company desires to continue to employ Executive as Chairman
and Chief Executive Officer of the Company on the terms and conditions
hereinafter set forth; and

     WHEREAS, Executive is willing to continue to be employed as Chairman and
Chief Executive Officer of the Company on such terms and conditions; and

     WHEREAS, prior to the Company entering into that certain Stock Purchase
Agreement dated as of September 19, 2004 (the "AHI Purchase Agreement") with
American Household, Inc. ("AHI") and the Purchase Agreement ("Warburg Purchase
Agreement") dated as of September 19, 2004 with Warburg Pincus, the members of
the Compensation Committee considered potential future compensation for senior
executives provided that the AHI transaction closed and retained independent
consultants to assist with this review; whereupon, based on the results of its
review and conditioned on several factors including (i) full Board approval,
(ii) the closing of the acquisition of AHI, and (iii) the Compensation Committee
finalizing discussions on the proposals with its independent consultants, the
Compensation Committee thereafter concluded that it would recommend that the
Board adopt the compensation arrangements in this Amended and Restated Agreement
including the increase in salary and award of Restricted Stock (as defined
below) generally having vesting as follows: (i) 50% vesting when the Company's
stock price equals or exceeds 156.25% of the $32 stock price set for the Warburg
Pincus Series B Preferred Stock conversion price ("Preferred Conversion Price"),
and (ii) the remaining Restricted Stock vesting when the Company's stock price
equals or exceeds 200% of the Preferred Conversion Price. The Preferred
Conversion Price was agreed by the Board at its September 14, 2004 Board meeting
to be a slight premium to the average closing price of the Company's stock
during the prior thirteen days of September; and

     WHEREAS, the Compensation Committee of the Company's Board of Directors and
the Company's Board of Directors, at meetings duly called and held, have each
authorized and approved the execution and delivery of this Agreement by the
Company; and

     WHEREAS, the Company and Executive desire to enter into this Agreement
which shall be deemed to amend, restate and replace the Amended and Restated
Employment Agreement between the Company and Executive, dated as of October 1,
2003.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and Executive hereby agree as follows:

     1. Employment. Upon the terms and subject to the conditions of this
Agreement, the Company hereby continues to employ Executive as Chairman and
Chief Executive Officer of the Company through December 31, 2008, and Executive
hereby agrees to such employment, upon the terms and subject to the conditions
set forth in this Agreement. Notwithstanding the foregoing, it is understood and
agreed that the Executive from time to time may (a) be appointed to additional
offices or to different offices than those set forth above, (b) perform such
duties other than those set forth above, and/or (c) relinquish one or more of
such offices or other duties, in each instance as may be mutually agreed to by
and between the Company and the Executive and that no such action shall be
deemed or construed to otherwise amend or modify any of the remaining terms or
conditions of this Agreement. The period during which Executive is employed
pursuant to this Agreement shall be referred to as the "Employment Period."

     2. Position, Duties and Location. During the Employment Period, Executive
shall, subject to the provisions of Section 1 above, serve as Chairman and Chief
Executive Officer of the Company and shall be nominated for election, and if so
elected shall continue to serve, as a member of the Board of Directors of the
Company and, unless the Company and Executive shall jointly determine otherwise,
Chairman of the Board of Directors of the Company (the "Board"). During the
Employment Period, Executive shall have the duties, responsibilities and
obligations (a) as are customarily assigned to individuals serving as the
Chairman and Chief Executive Officer of comparable companies and (b) as have
been assigned, exercised or assumed in accordance with past practice, together
with such other duties, responsibilities and obligations consistent with such
positions as the Board shall from time to time specify, provided that such
additional duties, responsibilities and obligations are fair and reasonable
under the circumstances, do not unreasonably increase the demands upon the
Executive's time or energies, and are not inconsistent with the Executive's
position as Chairman and Chief Executive Officer. During the Employment Period,
the Executive will be the most senior executive to report to the Board. The
Executive shall devote such time and energy to the business and affairs of the
Company as he deems reasonably necessary to perform the duties of these
positions and shall use his best efforts, skills and abilities to improve and
advance the business and interests of the Company and its subsidiaries. Without
limiting the generality of the foregoing, the Company hereby acknowledges that
the Executive has certain responsibilities to Marlin Capital, M Capital and
related companies, and, provided that the Executive otherwise has performed his
duties on behalf of the Company hereunder, the Company agrees that nothing
contained in this Agreement shall interfere with such responsibilities. Nothing
contained in this Section 2 shall preclude Executive from (i) serving on the
board of directors of any business corporation, unless such service would be
contrary to applicable law, (ii) serving on the board of directors of, or
working for, any charitable or community organization or (iii) pursuing his
personal financial and legal affairs, so long as such activities, individually
or collectively, do not interfere with the performance of Executive's duties
hereunder or violate any of the provisions of Section 6 hereof. Executive's
place of employment shall be at the Company's principal executive office in Rye,
New York throughout the term of this Agreement.

                                       2


     3. Compensation.

     (a) Base Salary. Commencing as of January 1, 2005 and continuing through
the Employment Period, the Company shall pay to the Executive and the Executive
shall accept from the Company, as compensation for the performance of services
under this Agreement and the Executive's observance and performance of all of
the provisions hereof, a salary of $1,840,000. The Board (or the appropriate
committee of the Board) shall annually review Executive's base salary and shall
be increased by a minimum of the Consumer Price Index. In addition, the Board
(or the appropriate committee of the Board) shall annually review Executive's
base salary in light of competitive practices, the base salaries paid to other
executive officers of the Company and the performance of Executive and the
Company, and may, in its discretion, increase such base salary by any additional
amount it determines to be appropriate; provided, however, that any such
increase shall not reduce or limit any other obligation of the Company
hereunder. Executive's base salary (as set forth herein or as may be increased
from time to time) shall not be reduced. Executive's base salary payable
hereunder, as it may be increased from time to time is referred to herein as
"Base Salary." The Company shall pay Executive his Base Salary in accordance
with the normal payroll practices of the Company for its executive officers, but
in no event less frequently than once per month.

     (b) Annual Bonus. The Executive shall be eligible for a bonus package based
on performance. The decision as to whether to pay the Executive an additional
bonus based on operations, as well as the amounts and terms of any such bonus
package, shall be determined by the Compensation Committee of the Board of
Directors as part of its annual budget review process. In addition to any other
bonus(es), whether based on performance, operations or otherwise, that the
Compensation Committee may award to Executive, the Company's bonus program shall
(a) provide that Executive shall have the opportunity to earn 50% of Base
Compensation in each year of the Employment Period if the Company achieves the
Company's budgeted earnings per share target as approved by the Board of
Directors or, for each year of the Employment Period for which the Company
achieves 110% of the Company's earnings per share target, 100% of Base
Compensation, and (b) provide for the Executive to receive a discretionary bonus
of up to 100% of Base Compensation (the "Discretionary Bonus") for services
specifically performed relating to exceptional performance related to other
corporate activity undertaken by the Company in any year. Any Discretionary
Bonus shall be determined in the sole discretion of either the Board of
Directors or its Compensation Committee, but must be approved by the Warburg
Pincus designated director in the case of any award in respect of calendar 2005
and 2006.

     (c) Restricted Stock. In addition to any restricted shares previously
issued under the Employment Agreement or evidenced by the restricted stock grant
agreement dated August 5, 2004, upon the AHI Acquisition Closing (as defined
below), Executive shall be entitled to receive a grant of 915,000 shares of
restricted stock (the "Restricted Stock") under the Company's 2003 Stock
Incentive Plan (the "Plan") or such other similar stock plan that the Company
may have in place. The Company shall use its commercially reasonable efforts to
obtain stockholder approval for a new equity compensation plan or an amendment
to the 2003 Plan to provide the Company with sufficient availability to grant
such Restricted Stock.

                                       3


Promptly after stockholder approval of such new plan or the amended 2003 Plan,
the Company shall grant Executive the Restricted Stock. In the event that the
Company does not have a stock incentive plan in place on or prior to December
31, 2005 with enough shares to be granted to the Executive, the Company shall
grant to the Executive such number of shares of Restricted Stock that are
available under the Company's stock incentive plans, and in lieu of any shares
of Restricted Stock not granted (the "Remaining Stock"), Executive shall receive
a mutually acceptable compensation package having a value equivalent to the
value of the shares of Remaining Stock not issued to the Executive as determined
in good faith by the Compensation Committee or Board of Directors, as the case
may be.

     The restrictions on the award shall lapse as follows: (i) 50% on the date
that the stock price of the common stock of the Company equals or exceeds fifty
dollars ($50.00) for ten (10) consecutive trading days (measured on a VWAP
basis) prior to the third anniversary of the restricted stock grant, (ii) 100%
on the date that the stock price of the common stock of the Company equals or
exceeds sixty-four dollars ($64.00) for ten (10) consecutive trading days
(measured on a VWAP basis) prior to the fifth anniversary of the restricted
stock grant or (iv) the date there is a Change of Control (as defined in Section
5(d) hereof) of the Company and either (a) the Company's stock price is higher
than $32 per share at the time of the Change of Control or (b) the Board of
Directors approves, in its sole discretion, such vesting. If the Executive is
either fired by the Company or leaves voluntarily, Executive will surrender all
unvested Restricted Stock issuable pursuant to this paragraph. The number of
shares granted and the target share price shall be adjusted for changes in the
common stock as outlined in Section 18.1 of the Plan or as otherwise mutually
agreed in writing between the parties. The terms of the Restricted Stock granted
hereunder shall each be set forth in a Restricted Stock Award Agreement,
substantially similar to the form used for the 2003 restricted share grant to
Executive.

     4. Benefits, Perquisites and Expenses.

     (a) Benefits. During the Employment Period, Executive shall be eligible to
participate in (i) each welfare benefit plan sponsored or maintained by the
Company or currently made available to the Employee, including, without
limitation, each group life, hospitalization, medical, dental, health, accident
or disability insurance, cafeteria or similar plan or program of the Company,
(ii) each pension, retirement, deferred compensation or savings plan sponsored
or maintained by the Company, and (iii) to the extent of any awards made from
time to time by the Board committee administering the plan, each stock option,
restricted stock, stock bonus or similar equity-based compensation plan
sponsored or maintained by the Company, in each case, whether now existing or
established hereafter, to the extent that Executive is eligible to participate
in any such plan under the generally applicable provisions thereof. Nothing in
this Section 4(a) shall limit the Company's right to amend or terminate any such
plan in accordance with the procedures set forth therein.

     (b) Perquisites. During the Employment Period, Executive shall be entitled
to four weeks of paid vacation annually, shall be entitled to observe, with pay,
all religious holidays historically observed by Executive and shall also be
entitled to receive such perquisites as are generally provided to other senior
executive officers of the Company in accordance with the then current policies
and practices of the Company. For security purposes, the Executive shall be

                                       4


required to use at Company expense private aircraft transportation for travel in
North America unless a private aircraft is not reasonably available. Outside
North America he shall be entitled to first class air travel for business
related travel. The Company shall bear expenses for the Executive's use of the
private aircraft that does not exceed 75 hours in any calendar year. In
addition, during the Employment Period, Executive shall receive, at the
Company's expense:

         (i) the assistance of the Company's tax advisors in regard to personal
tax planning and preparing personal income tax returns; and

         (ii) a split-dollar life insurance policy, or equivalent, on the
Executive in the amount of $10 million (including the $5 million policy
currently in place) payable to such beneficiaries as Executive shall select.

     (c) Business Expenses. During the Employment Period, the Company shall pay
or reimburse Executive for all reasonable expenses incurred or paid by Executive
in the performance of Executive's duties hereunder upon presentation of expense
statements or vouchers and such other information as the Company may require and
in accordance with the generally applicable policies and procedures of the
Company. In addition, the Company shall provide the Executive with a
non-accountable supplemental benefit expense up to 5% of Executive's Base Salary
per year, to be used against any expenses incurred by Executive that may be
un-reimbursed pursuant to the sentence above or otherwise.

     (d) Indemnification. The Company shall indemnify Executive and hold
Executive harmless from and against any claim, loss or cause of action arising
from or out of Executive's performance as an officer, director or employee of
the Company or any of its subsidiaries or in any other capacity during the
Employment Period including, but not limited to, any fiduciary capacity in which
Executive serves at the request of the Company, in each instance to the maximum
extent permitted by applicable law and the Company's Amended and Restated
Certificate of Incorporation and By-Laws, each as existing on the date hereof
and as amended by amendments favorable to Executive.

     (e) D & O Insurance. The Company agrees that for six (6) years and one (1)
business day after the expiration or earlier termination of the Employment
Period the Company shall obtain and provide at its expense directors' and
officers' liability insurance or directors' and officers' liability tail
insurance policies covering the Executive with respect to acts or omissions
occurring during Executive's employment with the Company with coverage and
amounts (including with respect to the payment of attorney's fees) equal to or
greater than those of the Company's policy in effect on the date hereof.

     (f) Non-exclusivity of Rights. The rights of the Executive under Sections
4(d) and 4(e) shall be in addition to any rights he may have under the articles
of incorporation or bylaws of the Company, any agreement providing for
indemnification, or under the laws of the State of Delaware or any other
applicable laws.

     (g) Medical Expense Allowance. Executive will be entitled to, if for any
reason Executive shall not be covered by a health insurance policy of the
Company, an annual

                                       5


medical, dental, vision care and other health care allowance of up to $30,000
for unreimbursed medical, dental, vision care and other health care expenses
incurred by Executive or any of his immediate family members submitted in
accordance with expense procedures.

     5. Termination of Employment.

     For purposes of Sections 5 and 6, the terms "Additional Termination
Benefits", "Change of Control", "Disability", "Earned Salary", "Severance
Benefits", "Termination for Cause", "Termination for Good Reason", "Termination
Not for Good Reason", "Termination Without Cause" and "Vested Benefits" shall
have the meanings ascribed to such terms in Section 5(d) hereof.

     (a) Early Termination of the Employment Period. Notwithstanding any
provision of Section 1, the Employment Period shall end upon the earliest to
occur of (1) a termination of Executive's employment on account of Executive's
death, (2) a termination due to Executive's Disability, (3) a Termination for
Cause, (4) a Termination Without Cause, (5) a Termination for Good Reason or (6)
a Termination Not for Good Reason.

     (b) Benefits Payable Upon Early Termination; Change of Control;
Non-Renewal. If (1) an early termination of the Employment Period occurs
pursuant to Section 5(a) hereof, (2) following a Change of Control of the
Company after which the Executive remains employed by the Company or its
successor under the terms of this Agreement, or (3) in the event this Agreement
is not renewed upon or prior to its expiration on equal or more favorable terms
(a "Non-Renewal"), Executive (or, in the event of his death, his surviving
spouse, if any, or his estate) shall be paid the type or types of compensation,
without duplication, determined to be payable in accordance with the following
table at the times established pursuant to Section 5(c):



                                                                             Additional
                                                                             Termination        Severance
                                  Earned Salary        Vested Benefits       Benefits           Benefits
                                  -------------        ---------------       --------           --------

  Termination due to death        Payable              Payable               Payable/ to be     Payable
                                                                             provided

  Termination due to Disability   Payable              Payable               Payable/ to be     Not payable
                                                                             provided

  Termination for Cause           Payable              Payable               Not available      Not payable

  Termination for Good Reason     Payable              Payable               Payable/ to be     Payable
                                                                             provided

  Termination Without Cause       Payable              Payable               Payable/ to be     Payable
                                                                             provided

  Termination Not for Good        Payable              Payable               Not available      Not payable
  Reason

  Change of Control of the        Not payable          Not payable           Not available      Not Payable
  Company (without Termination)



                                       6



                                                                             Additional
                                                                             Termination        Severance
                                  Earned Salary        Vested Benefits       Benefits           Benefits
                                  -------------        ---------------       --------           --------

  Non-Renewal (as defined above)  Payable              Payable               Payable/ to be     Not Payable
                                                                             provided


     (c) Timing of Payments. Earned Salary shall be paid in cash in a single
lump sum as soon as practicable following the end of the Employment Period, but
in no event more than 10 days thereafter; provided, that if Executive's
termination is in conjunction with a Change of Control, Executive shall be paid
his Earned Salary on the earlier to occur of (a) five (5) days after the
effective date of Executive's termination and (b) on the date of such Change of
Control. Vested Benefits shall be payable in accordance with the terms of the
plan, policy, practice, program, contract or agreement under which such benefits
have been awarded or accrued. Additional Termination Benefits shall be provided
or made available at the times specified below as to each such Additional
Termination Benefit. Unless otherwise specified, Severance Benefits shall be
paid in a single lump sum cash payment as soon as practicable, but in no event
later than 10 days after the Executive's termination; provided, that if
Executive's termination is in conjunction with a Change of Control, Executive
shall be paid his Severance Benefits on the earlier to occur of (a) five (5)
days after the effective date of Executive's termination and (b) on the date of
such Change of Control.

     (d) Definitions. For purposes of Sections 5 and 6, capitalized terms have
the following meanings:

     "Additional Termination Benefits" means, the benefits described below:

         (i) All of the Executive's benefits accrued under the employee option,
pension, retirement, savings and deferred compensation plans of the Company
shall become vested in full (other than with respect to the Restricted Stock to
be granted hereunder, the terms of which are separately addressed in Section
3(c) hereof); provided, however, that to the extent such accelerated vesting of
benefits cannot be provided under one or more of such plans consistent with
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), such benefits shall be paid to the Executive in a lump sum within 10
days after termination of employment outside the applicable plan; and

         (ii) Executive (and his dependents, if any) will be entitled to
continue participation in all of the Company's medical, dental and vision care
plans (the "Health Benefit Plans"), until the third anniversary of Executive's
termination of employment (second anniversary in the case of termination due to
death); provided that Executive's participation in the Company's Health Benefit
Plans shall cease on any earlier date that Executive (and his dependents, if
any) becomes eligible for comparable benefits from a subsequent employer.
Executive's participation in the Health Benefit Plans will be on the same terms
and conditions (including, without limitation, any contributions that would have
been required from Executive) that would have applied had Executive continued to
be employed by the Company. To the extent any such benefits cannot be provided
under the terms of the applicable plan, policy or

                                       7


program, the Company shall provide a comparable benefit under another plan or
from the Company's general assets.

     "Change of Control of the Company" means and shall be deemed to have
occurred if:

         (i) any person (within the meaning of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than the Company, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of Voting Securities representing 50 percent or more of
the total voting power of all the then-outstanding Voting Securities; or

         (ii) the individuals who, as of the date hereof, constitute the Board,
together with those who first become directors subsequent to such date and whose
recommendation, election or nomination for election to the Board was approved by
a vote of at least a majority of the directors then still in office who either
were directors as of the date hereof or whose recommendation, election or
nomination for election was previously so approved (the "Continuing Directors"),
cease for any reason to constitute a majority of the members of the Board; or

         (iii) the stockholders of the Company approve a merger, consolidation,
recapitalization or reorganization of the Company or a subsidiary, reverse split
of any class of Voting Securities, or an acquisition of securities or assets by
the Company or a subsidiary, or consummation of any such transaction if
stockholder approval is not obtained, provided, that any such transaction in
which the holders of outstanding Voting Securities immediately prior to the
transaction receive (or, in the case of a transaction involving a subsidiary and
not the Company, retain), with respect to such Voting Securities, voting
securities of the surviving or transferee entity representing more than 60
percent of the total voting power outstanding immediately after such transaction
shall not be deemed a Change of Control if the voting power of each such
continuing holder relative to other such continuing holders not substantially
altered in such transaction; or

         (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

     "Disability" means long-term disability within the meaning of the Company's
long-term disability plan under which Executive is covered at the time of
determination.

     "Earned Salary" means any Base Salary earned, but unpaid, for services
rendered to the Company on or prior to the date on which the Employment Period
ends pursuant to Section 5(a) hereof.

     "Severance Benefits" means an amount equal to (A) three times (two times in
the case of termination due to death) Executive's annualized Base Salary in
effect on the date of termination, plus (B) three times (two times in the case
of termination due to death) the average

                                       8


annual bonus paid to the Executive over the two immediately preceding fiscal
years, including any annual bonus paid pursuant to Section 3(b), plus (C),
except in the case of Non-Renewal, the Executive's accrued annual bonus through
the date of termination as determined in accordance with clause (B) above.

     "Termination for Cause" means a termination of Executive's employment by
the Company within 30 days after the occurrence of (i) Executive's conviction of
a felony or a crime involving moral turpitude, or (ii) Executive's willful and
continued failure to perform the material duties of his position (other than as
a result of Disability) if such failure continues for a period of 30 days after
Executive's receipt of written notice from the Company specifying the exact
details of such alleged failure and such alleged failure has had (or is expected
to have) a material adverse effect on the business of the Company or its
subsidiaries; provided, that if the details of a Termination for Cause were the
subject of two previous notices required hereunder, the Company may terminate
this Agreement as a Termination for Cause without the provision of any
additional notice and cure period.

     "Termination for Good Reason" means a termination of Executive's employment
by Executive following (i) a diminution in Executive's positions, duties and
responsibilities from those described in Section 2 hereof, (ii) the removal of
Executive from his position as either Chairman of the Board or Chief Executive
Officer of the Company, or the failure to re-elect Executive as Chairman of the
Board of the Company, unless the Company and Executive shall mutually agree to
such removal or failure, as applicable, in writing prior to such action being
taken, (iii) a reduction in Executive's Base Salary, (iv) a material breach by
the Company of any other provision of this Agreement or (v) a Change in Control
of the Company (but in no event later than six months after such Change of
Control); provided, that for any termination pursuant to (i) and (iv) above,
Executive shall provide the Company's Board of Directors with 30 days prior
written notice of such good reason termination specifying the exact details of
such alleged diminution or material breach and the Company shall have 15 days
from the date of its receipt of such notice to cure such breach or reverse or
correct such diminution to the reasonable satisfaction of Executive; provided,
further, that if the details of a good reason termination under section (i) and
(iv) above was the subject of two previous notices hereunder, Executive may
terminate this Agreement as a Termination for Good Reason without the provision
of any additional notice and cure period.

     "Termination Not For Good Reason" means any termination of Executive's
employment by Executive other than Termination for Good Reason or a termination
due to Executive's Disability or death.

     "Termination Without Cause" means any termination of Executive's employment
by the Company other than a Termination for Cause or a termination due to
Executive's Disability.

     "Vested Benefits" means amounts which are vested or which Executive is
otherwise entitled to receive under the terms of or in accordance with any plan,
policy, practice or program of, or any contract or agreement with, the Company
or any of its subsidiaries, at or

                                       9


subsequent to the date of his termination without regard to the performance by
Executive of further services or the resolution of a contingency.

     "Voting Securities or Security" means any securities of the Company which
carry the right to vote in the election of, or participate in the appointment
of, the Company's directors.

     (e) Full Discharge of Obligations. Except as expressly provided in the last
sentence of this Section 5(e), the amounts payable and obligations owed to
Executive pursuant to this Section 5 and Section 7(d) following termination of
his employment (including amounts payable with respect to Vested Benefits) shall
be in full and complete satisfaction of Executive's rights under this Agreement.
Except as otherwise set forth in Section 6, after the effective date of a
termination of employment for any reason, Executive shall have no further
obligations or liabilities to the Company. Nothing in this Section 5(e) shall be
construed to release the Company from its obligations described in Sections
3(c), 4(d) and 4(e).

     (f) Excise Tax Gross-Up.

         (i) Anything in this Agreement to the contrary notwithstanding, if it
shall be determined that any payment, distribution or benefit provided
(including, without limitation, the acceleration of any payment, distribution or
benefit and the acceleration of exercisability of any stock option) to Executive
or for his benefit (whether paid or payable or distributed or distributable)
pursuant to the terms of this Agreement or otherwise (a "Payment") would be
subject, in whole or in part, to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), then the Executive shall be entitled to receive from
the Company an additional payment (the "Gross-Up Payment") in an amount such
that the net amount of the Payment and the Gross-Up Payment retained by
Executive after the calculation and deduction of all Excise Taxes (including any
interest or penalties imposed with respect to such taxes) on the Payment and all
federal, state and local income tax, employment tax and Excise Tax (including
any interest or penalties imposed with respect to such taxes) on the Gross-Up
Payment provided for in this Section 5(f) and taking into account any lost or
reduced tax deductions on account of the Gross-Up Payment, shall be equal to the
Payment.

         (ii) All determinations required to be made under this Section 5(f),
including whether and when the Gross-Up Payment is required and the amount of
such Gross-Up Payment, and the assumptions to be used in arriving at such
determinations shall be made by the Accountants (as defined below) which shall
provide Executive and the Company with detailed supporting calculations with
respect to such Gross-Up Payment within ten (10) days after termination of
Executive's employment or such other event which results in a Payment which
could necessitate a Gross-Up Payment. For purposes of this Agreement, the
"Accountants" shall mean Ernst & Young LLP or another accounting firm mutually
acceptable to the Company and Employee. For purposes of determining the amount
of the Gross-Up Payment, Executive shall be deemed to pay Federal income taxes
at the applicable marginal rate of federal income taxation for the calendar year
in which the Gross-Up Payment is to be made and to pay any applicable state and
local income taxes at the applicable marginal rate of taxation for the calendar
year in which the Gross-Up Payment is to be made, net of the reduction in
federal income taxes which could be obtained from the deduction of such state or
local taxes if paid in such year (determined

                                       10


with regard to limitations on deductions based upon the amount of Executive's
adjusted gross income). To the extent practicable, any Gross-Up Payment with
respect to any Payment shall be paid by the Company at the time Executive is
entitled to receive the Payment and in no event shall any Gross-Up Payment be
paid later than 10 days after the receipt by Executive of the Accountants'
determination. Any determination by the Accountants shall be binding upon the
Company and Executive, including for purposes of withholding on amounts payable
under this Agreement. As a result of uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accountants
hereunder, it is possible that the Gross-Up Payment made will have been an
amount that is greater or less than the Company should have paid pursuant to
this Section 5(f) (an "Overpayment" or "Underpayment," respectively). In the
event that the Gross-Up Payment is determined by the Accountants or pursuant to
any proceeding or negotiations with the Internal Revenue Service to be less than
the amount initially determined by the Accountants, Executive shall promptly
repay the Overpayment to the Company; provided, however, that in the event any
portion of the Gross-Up Payment to be repaid to the Company has been paid to any
Federal, state or local tax authority, repayment thereof shall not be required
until actual refund or credit of such portion has been made to Executive. In the
event that the Company exhausts its remedies pursuant to Section 5(f)(iii) and
Executive is required to make a payment of any Excise Tax, the Company shall
promptly pay the Underpayment to or for Executive's benefit.

         (iii) Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification shall be given as soon as
practicable after Executive is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim
is requested to be paid. Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which Executive gives such
notice to the Company (or such shorter period ending on the date that any
payment of taxes, interest and/or penalties with respect to such claim is due).
If the Company notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive shall:

               (a) give the Company any information reasonably requested by the
Company relating to such claim;

               (b) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company;

               (c) cooperate with the Company in good faith in order to
effectively contest such claim; and

               (d) permit the Company to participate in any proceedings relating
to such claims;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall

                                       11


indemnify Executive for and hold Executive harmless from, on an after-tax basis,
any Excise Tax, income tax or employment tax (including interest and penalties
with respect thereto) imposed as a result of such representation and payment of
all related costs and expenses. Without limiting the foregoing provisions of
this Section 5(f), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine. The Company's control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and Executive
shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.

     6. Non-competition and Confidentiality. In consideration of the salary and
benefits to be provided by the Company hereunder, including particularly the
severance arrangements set forth herein, Executive agrees to the following
provisions of this Section.

     (a) Non-competition. During the Employment Period and during the greater of
(i) three years following any termination of Executive's employment, or (ii) any
period thereafter during which Executive continues to receive benefits under
this Agreement, other than a Termination Without Cause, a Termination for Good
Reason or Non-Renewal, Executive shall not directly or indirectly own, manage,
operate, control, be employed by, participate in or, provide services or
financial assistance to any business which directly competes with the Company or
any of its subsidiaries; provided, however, that notwithstanding any provision
of this section 6(a), Executive (i) may own for investment purposes up to 5% of
the equity interests of any such company and (ii) may manage, operate, be
employed by, participate in, or provide services to a company that engages in
such restricted activities if Executive does not personally participate or
advise as to such restricted activities and Executive's involvement within such
company is limited to business units that do not engage in such activities.

     (b) Confidentiality. Executive agrees that, during the Employment Period
and thereafter, he shall hold and keep confidential any trade secrets, customer
lists and pricing or other confidential information, or any inventions,
discoveries, improvements, products, whether patentable practices, methods or
not, directly or indirectly useful in or relating to the business of the Company
or its subsidiaries as conducted by it from time to time, as to which Executive
shall at any time during the Employment Period become informed, and he shall not
directly or indirectly disclose any such information to any person, firm or
corporation or use the same except in connection with the business and affairs
of the Company or its subsidiaries. The foregoing prohibition shall not apply to
the extent such information, knowledge or data (a) was publicly known at the
time of disclosure to Executive, (b) becomes publicly known or available
thereafter other than by any means in violation of this Agreement, or (c) is
required to be disclosed by Executive as a matter of law or pursuant to any
court or regulatory order.

                                       12


     (c) Company Property. Except as expressly provided herein, Executive shall
return to the Company all property of the Company and its subsidiaries promptly
following Executive's termination of employment.

     (d) Injunctive Relief and Other Remedies with Respect to Covenants.
Executive acknowledges and agrees that the covenants and obligations of
Executive with respect to non-competition, confidentiality and Company property,
relate to special, unique and extraordinary matters and that a violation of any
of the terms of such covenants and obligations may cause the Company irreparable
injury for which adequate remedies are not available at law. Therefore,
Executive agrees that the Company shall be entitled to seek an injunction,
restraining order or such other equitable relief (without the requirement to
post bond) restraining Executive from committing any violation of the covenants
and obligations contained in this Section 6. This remedy is in addition to any
other rights and remedies the Company may have at law or in equity.

     7. Miscellaneous.

     (a) Survival. Sections 4 (relating to indemnification), 5 (relating to
early termination, change of control and non-renewal), 6 (relating to
non-competition and confidentiality), 7(b) (relating to arbitration), 7(c)
(relating to binding effect), 7(d) (relating to full-settlement and legal
expenses) and 7(n) (relating to governing law) shall survive the termination
hereof.

     (b) Arbitration. Except in the event of the need for immediate equitable
relief from a court of competent jurisdiction to prevent irreparable harm
pending arbitration relief, and except for enforcement of a party's remedies to
the extent such enforcement must be pursuant to court authorization or order
under applicable law, any dispute or controversy arising under or in connection
with this Agreement shall be resolved by binding arbitration. This arbitration
shall be held in New York City and except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the
time of the arbitration, and otherwise in accordance with principles which would
be applied by a court of law or equity. The arbitrator shall be selected by the
Company and Executive; provided, that if within fifteen (15) business days of
the date of request for arbitration, the parties have not been able to make such
selection the dispute shall be held by a panel of three arbitrators one
appointed by each of the parties and the third appointed by the other two
arbitrators.

     (c) Binding Effect. This Agreement shall be binding on, and shall inure to
the benefit of, the Company and any person or entity that succeeds to the
interest of the Company (regardless of whether such succession does or does not
occur by operation of law) by reason of the sale of all or a portion of the
Company's stock, a merger, consolidation or reorganization involving the Company
or, unless the Company otherwise elects in writing, a sale of the assets of the
business of the Company (or portion thereof) in which Executive performs a
majority of his services. This Agreement shall also inure to the benefit of
Executive's heirs, executors, administrators and legal representatives.

                                       13


     (d) Full-Settlement; Legal Expenses. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against
Executive or others. In no event shall Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to Executive under any of the provisions of this Agreement. The Company agrees
to pay, upon written demand therefor by Executive, all legal fees and expenses
which Executive may reasonably incur as a result of any dispute or contest by or
with the Company or others regarding the validity or enforceability of, or
liability under, any provision of this Agreement (including as a result of any
contest by Executive about the amount of any payment hereunder) if Executive
substantially prevails in the dispute or contest or the dispute or contest is
settled, plus in each case interest at the applicable Federal rate provided for
in Section 7872(f)(2) of the Code. In any such action or arbitration brought by
the Executive for damages or to enforce any provisions of this Agreement, the
Executive shall be entitled to seek both legal and equitable relief and
remedies, including, without limitation, specific performance of the Company's
obligations hereunder, in his sole discretion.

     (e) Assignment. Except as provided under Section 7(c), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.

     (f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters referred to herein. No
other agreement (other than awards made in accordance with the terms of one of
the Company's applicable compensatory plans, programs or arrangements) relating
to the terms of Executive's employment by the Company, oral or otherwise, shall
be binding between the parties. There are no promises, representations,
inducements or statements between the parties other than those that are
expressly contained herein. Executive acknowledges that he is entering into this
Agreement of his own free will and accord, and with no duress, that he has read
this Agreement and that he understands it and its legal consequences and has
been advised to consult with an attorney before executing this Agreement.

     (g) Severability; Reformation. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event that any
of the provisions of any of Section 6 is not enforceable in accordance with its
terms, Executive and the Company agree that such Section shall be reformed to
make such Section enforceable in a manner which provides the Company the maximum
rights permitted at law.

     (h) Waiver. Waiver by any party hereto of any breach or default by the
other party of any of the terms of this Agreement shall not operate as a waiver
of any other breach or default, whether similar to or different from the breach
or default waived. No waiver of any provision of this Agreement may occur except
in a written instrument signed by the waiving party, and no waiver shall be
implied from any course of dealing between the parties hereto or

                                       14


from any failure by either party hereto to assert its or his rights hereunder on
any occasion or series of occasions.

     (i) Notices. Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered personally, by courier
service, by certified mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt by the party to which such notice shall be
directed, and shall be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof):

To the Company:            Jarden Corporation
                           Suite B-302
                           555 Theodore Fremd Avenue
                           Rye, New York 10580
                           Attention:  Chief Financial Officer

With a Copy to:            Kane Kessler, P.C.
                           1350 Avenue of the Americas
                           26th Floor
                           New York, New York 10019
                           Attn:   Robert L. Lawrence, Esq.

To the Executive:          Mr. Martin E. Franklin
                           62 Rye Ridge Road
                           Harrison, New York 10528

     (j) Amendments. This Agreement may not be altered, modified or amended
except by a written instrument signed by each of the parties hereto.

     (k) Headings. Headings to paragraphs in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

     (l) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.

     (m) Withholding. Any payments provided for herein shall be reduced by any
amounts required to be withheld by the Company from time to time under
applicable Federal, State or local income tax laws or similar statutes then in
effect.

     (n) Governing Law. This Agreement is made and executed and shall be
governed by the laws of the State of New York, without regard to the conflicts
of law principles thereof.

                                       15


     (o) Effectiveness. This Agreement shall become effective and in full force
and effect upon the closing of the Company's acquisition of the capital stock of
AHI pursuant to the terms of the AHI Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]




                                       16


     IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date set forth above.


                                    JARDEN CORPORATION


                                    By: /s/ Ian G.H. Ashken
                                       -----------------------------------------
                                       Name:  Ian G.H. Ashken
                                       Title: Vice Chairman and
                                              Chief Financial Officer


                                    /s/ Martin E. Franklin
                                    --------------------------------------------
                                    Martin E. Franklin





                                       17

EX-10.5

                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated
as of January 24, 2005, by and between Jarden Corporation, a Delaware
corporation (the "Company"), and Ian G.H. Ashken ("Executive").

                              W I T N E S S E T H:
                              -------------------

     WHEREAS, the Company and the Executive are parties to an Amended and
Restated Employment Agreement entered into as of October 1, 2003 (the
"Employment Agreement"); and

     WHEREAS, the Company desires to continue to employ Executive as Vice
Chairman, Chief Financial Officer and Secretary of the Company on the terms and
conditions hereinafter set forth; and

     WHEREAS, Executive is willing to continue to be employed as Vice Chairman,
Chief Financial Officer and Secretary of the Company on such terms and
conditions; and

     WHEREAS, prior to the Company entering into that certain Stock Purchase
Agreement dated as of September 19, 2004 (the "AHI Purchase Agreement") with
American Household, Inc. ("AHI") and the Purchase Agreement ("Warburg Purchase
Agreement") dated as of September 19, 2004 with Warburg Pincus, the members of
the Compensation Committee considered potential future compensation for senior
executives provided that the AHI transaction closed and retained independent
consultants to assist with this review; whereupon, based on the results of its
review and conditioned on several factors including (i) full Board approval,
(ii) the closing of the acquisition of AHI, and (iii) the Compensation Committee
finalizing discussions on the proposals with its independent consultants, the
Compensation Committee thereafter concluded that it would recommend that the
Board adopt the compensation arrangements in this Amended and Restated Agreement
including the increase in salary and award of Restricted Stock (as defined
below) generally having vesting as follows: (i) 50% vesting when the Company's
stock price equals or exceeds 156.25% of the $32 stock price set for the Warburg
Pincus Series B Preferred Stock conversion price ("Preferred Conversion Price"),
and (ii) the remaining Restricted Stock vesting when the Company's stock price
equals or exceeds 200% of the Preferred Conversion Price. The Preferred
Conversion Price was agreed by the Board at its September 14, 2004 Board meeting
to be a slight premium to the average closing price of the Company's stock
during the prior thirteen days of September; and

     WHEREAS, the Compensation Committee of the Company's Board of Directors and
the Company's Board of Directors, at meetings duly called and held, have each
authorized and approved the execution and delivery of this Agreement by the
Company; and

     WHEREAS, the Company and Executive desire to enter into this Agreement
which shall be deemed to amend, restate and replace the Amended and Restated
Employment Agreement between the Company and Executive dated as of October 1,
2003.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and Executive hereby agree as follows:

     1. Employment. Upon the terms and subject to the conditions of this
Agreement, the Company hereby continues to employ Executive as Vice Chairman,
Chief Financial Officer and Secretary of the Company through December 31, 2008,
and Executive hereby agrees to such employment, upon the terms and subject to
the conditions set forth in this Agreement. Notwithstanding the foregoing, it is
understood and agreed that the Executive from time to time may (a) be appointed
to additional offices or to different offices than those set forth above, (b)
perform such duties other than those set forth above, and/or (c) relinquish one
or more of such offices or other duties, in each instance as may be mutually
agreed to by and between the Company and the Executive and that no such action
shall be deemed or construed to otherwise amend or modify any of the remaining
terms or conditions of this Agreement. The period during which Executive is
employed pursuant to this Agreement shall be referred to as the "Employment
Period."

     2. Position, Duties and Location. During the Employment Period, Executive
shall, subject to the provisions of Section 1 above, serve as Vice Chairman,
Chief Financial Officer and Secretary of the Company and shall be nominated for
election, and if so elected shall continue to serve, as a member of the Board of
Directors of the Company and, unless the Company and Executive shall jointly
determine otherwise, Vice Chairman of the Board of Directors of the Company (the
"Board"). During the Employment Period, Executive shall have the duties,
responsibilities and obligations (a) as are customarily assigned to individuals
serving as the Vice Chairman, Chief Financial Officer and Secretary of
comparable companies and (b) as have been assigned, exercised or assumed in
accordance with past practice, together with such other duties, responsibilities
and obligations consistent with such positions as the Board shall from time to
time specify, provided that such additional duties, responsibilities and
obligations are fair and reasonable under the circumstances, do not unreasonably
increase the demands upon the Executive's time or energies, and are not
inconsistent with the Executive's position as Vice Chairman, Chief Financial
Officer and Secretary. The Executive shall devote such time and energy to the
business and affairs of the Company as he deems reasonably necessary to perform
the duties of these positions and shall use his best efforts, skills and
abilities to improve and advance the business and interests of the Company and
its subsidiaries. Without limiting the generality of the foregoing, the Company
hereby acknowledges that the Executive has certain responsibilities to Marlin
Capital, M Capital and related companies, and, provided that the Executive
otherwise has performed his duties on behalf of the Company hereunder, the
Company agrees that nothing contained in this Agreement shall interfere with
such responsibilities. Nothing contained in this Section 2 shall preclude
Executive from (i) serving on the board of directors of any business
corporation, unless such service would be contrary to applicable law, (ii)
serving on the board of directors of, or working for, any charitable or
community organization or (iii) pursuing his personal financial and legal
affairs, so long as such activities, individually or collectively, do not
interfere with the performance of Executive's duties hereunder or violate any of
the provisions of Section 6 hereof. Executive's place of employment shall be at
the Company's principal executive office in Rye, New York throughout the term of
this Agreement.

                                       2


     3. Compensation.

     (a) Base Salary. Commencing as of January 1, 2005 and continuing through
the Employment Period, the Company shall pay to the Executive and the Executive
shall accept from the Company, as compensation for the performance of services
under this Agreement and the Executive's observance and performance of all of
the provisions hereof, a salary of $850,000. The Board (or the appropriate
committee of the Board) shall annually review Executive's base salary and shall
be increased by a minimum of the Consumer Price Index. In addition, the Board
(or the appropriate committee of the Board) shall annually review Executive's
base salary in light of competitive practices, the base salaries paid to other
executive officers of the Company and the performance of Executive and the
Company, and may, in its discretion, increase such base salary by any additional
amount it determines to be appropriate; provided, however, that any such
increase shall not reduce or limit any other obligation of the Company
hereunder. Executive's base salary (as set forth herein or as may be increased
from time to time) shall not be reduced. Executive's base salary payable
hereunder, as it may be increased from time to time is referred to herein as
"Base Salary." The Company shall pay Executive his Base Salary in accordance
with the normal payroll practices of the Company for its executive officers, but
in no event less frequently than once per month.

     (b) Annual Bonus. The Executive shall be eligible for a bonus package based
on performance. The decision as to whether to pay the Executive an additional
bonus based on operations, as well as the amounts and terms of any such bonus
package, shall be determined by the Compensation Committee of the Board of
Directors as part of its annual budget review process. In addition to any other
bonus(es), whether based on performance, operations or otherwise, that the
Compensation Committee may award to Executive, the Company's bonus program shall
(a) provide that Executive shall have the opportunity to earn 50% of Base
Compensation in each year of the Employment Period if the Company achieves the
Company's budgeted earnings per share target as approved by the Board of
Directors or, for each year of the Employment Period for which the Company
achieves 110% of the Company's earnings per share target, 100% of Base
Compensation, and (b) provide for the Executive to receive a discretionary bonus
of up to 100% of Base Compensation (the "Discretionary Bonus") for services
specifically performed relating to exceptional performance related to other
corporate activity undertaken by the Company in any year. Any Discretionary
Bonus shall be determined in the sole discretion of either the Board of
Directors or its Compensation Committee, but must be approved by the Warburg
Pincus designated director in the case of any award in respect of calendar 2005
and 2006.

     (c) Restricted Stock. In addition to any restricted shares previously
issued under the Employment Agreement or evidenced by the restricted stock grant
agreement dated August 5, 2004, upon the AHI Acquisition Closing (as defined
below), Executive shall be entitled to receive a grant of 380,000 shares of
restricted stock (the "Restricted Stock") under the Company's 2003 Stock
Incentive Plan (the "Plan") or such other similar stock plan that the Company
may have in place. The Company shall use its commercially reasonable efforts to
obtain stockholder approval for a new equity compensation plan or an amendment
to the 2003 Plan to provide the Company with sufficient availability to grant
such Restricted Stock.

                                       3


Promptly after stockholder approval of such new plan or the amended 2003 Plan,
the Company shall grant Executive the Restricted Stock. In the event that the
Company does not have a stock incentive plan in place on or prior to December
31, 2005 with enough shares to be granted to the Executive, the Company shall
grant to the Executive such number of shares of Restricted Stock that are
available under the Company's stock incentive plans, and in lieu of any shares
of Restricted Stock not granted (the "Remaining Stock"), Executive shall receive
a mutually acceptable compensation package having a value equivalent to the
value of the shares of Remaining Stock not issued to the Executive as determined
in good faith by the Compensation Committee or Board of Directors, as the case
may be.

     The restrictions on the award shall lapse as follows: (i) 50% on the date
that the stock price of the common stock of the Company equals or exceeds fifty
dollars ($50.00) for ten (10) consecutive trading days (measured on a VWAP
basis) prior to the third anniversary of the restricted stock grant, (ii) 100%
on the date that the stock price of the common stock of the Company equals or
exceeds sixty-four dollars ($64.00) for ten (10) consecutive trading days
(measured on a VWAP basis) prior to the fifth anniversary of the restricted
stock grant or (iii) the date there is a Change of Control (as defined in
Section 5(d) hereof) of the Company and either (a) the Company's stock price is
higher than $32 per share at the time of the Change of Control or (b) the Board
of Directors approves, in its sole discretion, such vesting. If the Executive is
either fired by the Company or leaves voluntarily, Executive will surrender all
unvested Restricted Stock issuable pursuant to this paragraph. The number of
shares granted and the target share price shall be adjusted for changes in the
common stock as outlined in Section 18.1 of the Plan or as otherwise mutually
agreed in writing between the parties. The terms of the Restricted Stock granted
hereunder shall each be set forth in a Restricted Stock Award Agreement,
substantially similar to the form used for the 2003 restricted share grant to
Executive.

     4. Benefits, Perquisites and Expenses.

     (a) Benefits. During the Employment Period, Executive shall be eligible to
participate in (i) each welfare benefit plan sponsored or maintained by the
Company or currently made available to the Employee, including, without
limitation, each group life, hospitalization, medical, dental, health, accident
or disability insurance, cafeteria or similar plan or program of the Company,
(ii) each pension, retirement, deferred compensation or savings plan sponsored
or maintained by the Company, and (iii) to the extent of any awards made from
time to time by the Board committee administering the plan, each stock option,
restricted stock, stock bonus or similar equity-based compensation plan
sponsored or maintained by the Company, in each case, whether now existing or
established hereafter, to the extent that Executive is eligible to participate
in any such plan under the generally applicable provisions thereof. Nothing in
this Section 4(a) shall limit the Company's right to amend or terminate any such
plan in accordance with the procedures set forth therein.

     (b) Perquisites. During the Employment Period, Executive shall be entitled
to four weeks of paid vacation annually, shall be entitled to observe, with pay,
all religious holidays historically observed by Executive and shall also be
entitled to receive such perquisites as are generally provided to other senior
executive officers of the Company in accordance with the then

                                       4


current policies and practices of the Company. Executive shall be entitled to
use for his personal use any airplanes that the Company is entitled to use as a
result of lease, pooling, sharing or other agreements, provided that Executive
shall either prepay or pay directly, on or prior to such use, the actual (if
determinable) or estimated direct cost of such use. In addition, during the
Employment Period, Executive shall receive, at the Company's expense:

         (i) the assistance of the Company's tax advisors in regard to personal
tax planning and preparing personal income tax returns; and

         (ii) a split-dollar life insurance policy, or equivalent, on the
Executive in the amount of $6 million (including the $3 million policy currently
in place) payable to such beneficiaries as Executive shall select.

     (c) Business Expenses. During the Employment Period, the Company shall pay
or reimburse Executive for all reasonable expenses incurred or paid by Executive
in the performance of Executive's duties hereunder upon presentation of expense
statements or vouchers and such other information as the Company may require and
in accordance with the generally applicable policies and procedures of the
Company. In addition, the Company shall provide the Executive with a
non-accountable supplemental benefit expense up to 5% of Executive's Base Salary
per year, to be used against any expenses incurred by Executive that may be
un-reimbursed pursuant to the sentence above or otherwise.

     (d) Indemnification. The Company shall indemnify Executive and hold
Executive harmless from and against any claim, loss or cause of action arising
from or out of Executive's performance as an officer, director or employee of
the Company or any of its subsidiaries or in any other capacity during the
Employment Period including, but not limited to, any fiduciary capacity in which
Executive serves at the request of the Company, in each instance to the maximum
extent permitted by applicable law and the Company's Amended and Restated
Certificate of Incorporation and By-Laws, each as existing on the date hereof
and as amended by amendments favorable to Executive.

     (e) D & O Insurance. The Company agrees that for six (6) years and one (1)
business day after the expiration or earlier termination of the Employment
Period the Company shall obtain and provide at its expense directors' and
officers' liability insurance or directors' and officers' liability tail
insurance policies covering the Executive with respect to acts or omissions
occurring during Executive's employment with the Company with coverage and
amounts (including with respect to the payment of attorney's fees) equal to or
greater than those of the Company's policy in effect on the date hereof.

     (f) Non-exclusivity of Rights. The rights of the Executive under Sections
4(d) and 4(e) shall be in addition to any rights he may have under the articles
of incorporation or bylaws of the Company, any agreement providing for
indemnification, or under the laws of the State of Delaware or any other
applicable laws.

     5. Termination of Employment.

                                       5


     For purposes of Sections 5 and 6, the terms "Additional Termination
Benefits", "Change of Control", "Disability", "Earned Salary", "Severance
Benefits", "Termination for Cause", "Termination for Good Reason", "Termination
Not for Good Reason", "Termination Without Cause" and "Vested Benefits" shall
have the meanings ascribed to such terms in Section 5(d) hereof.

     (a) Early Termination of the Employment Period. Notwithstanding any
provision of Section 1, the Employment Period shall end upon the earliest to
occur of (1) a termination of Executive's employment on account of Executive's
death, (2) a termination due to Executive's Disability, (3) a Termination for
Cause, (4) a Termination Without Cause, (5) a Termination for Good Reason or (6)
a Termination Not for Good Reason.

     (b) Benefits Payable Upon Early Termination; Change of Control;
Non-Renewal. If (1) an early termination of the Employment Period occurs
pursuant to Section 5(a) hereof, (2) following a Change of Control of the
Company after which the Executive remains employed by the Company or its
successor under the terms of this Agreement, or (3) in the event this Agreement
is not renewed upon or prior to its expiration on equal or more favorable terms
(a "Non-Renewal"), Executive (or, in the event of his death, his surviving
spouse, if any, or his estate) shall be paid the type or types of compensation,
without duplication, determined to be payable in accordance with the following
table at the times established pursuant to Section 5(c):



                                                                             Additional
                                                                             Termination        Severance
                                  Earned Salary        Vested Benefits       Benefits           Benefits
                                  -------------        ---------------       --------           --------

  Termination due to death        Payable              Payable               Payable/ to be     Payable
                                                                             provided

  Termination due to Disability   Payable              Payable               Payable/ to be     Not payable
                                                                             provided

  Termination for Cause           Payable              Payable               Not available      Not payable

  Termination for Good Reason     Payable              Payable               Payable/ to be     Payable
                                                                             provided

  Termination Without Cause       Payable              Payable               Payable/ to be     Payable
                                                                             provided

  Termination Not for Good        Payable              Payable               Not available      Not payable
  Reason

  Change of Control of the        Not payable          Not payable           Not available      Not Payable
  Company (without Termination)

  Non-Renewal (as defined above)  Payable              Payable               Payable/ to be     Not Payable
                                                                             provided



                                       6


     (c) Timing of Payments. Earned Salary shall be paid in cash in a single
lump sum as soon as practicable following the end of the Employment Period, but
in no event more than 10 days thereafter; provided, that if Executive's
termination is in conjunction with a Change of Control, Executive shall be paid
his Earned Salary on the earlier to occur of (a) five (5) days after the
effective date of Executive's termination and (b) on the date of such Change of
Control. Vested Benefits shall be payable in accordance with the terms of the
plan, policy, practice, program, contract or agreement under which such benefits
have been awarded or accrued. Additional Termination Benefits shall be provided
or made available at the times specified below as to each such Additional
Termination Benefit. Unless otherwise specified, Severance Benefits shall be
paid in a single lump sum cash payment as soon as practicable, but in no event
later than 10 days after the Executive's termination; provided, that if
Executive's termination is in conjunction with a Change of Control, Executive
shall be paid his Severance Benefits on the earlier to occur of (a) five (5)
days after the effective date of Executive's termination and (b) on the date of
such Change of Control.

     (d) Definitions. For purposes of Sections 5 and 6, capitalized terms have
the following meanings:

     "Additional Termination Benefits" means, the benefits described below:

         (i) All of the Executive's benefits accrued under the employee option,
pension, retirement, savings and deferred compensation plans of the Company
shall become vested in full (other than with respect to the Restricted Stock to
be granted hereunder, the terms of which are separately addressed in Section
3(c) hereof); provided, however, that to the extent such accelerated vesting of
benefits cannot be provided under one or more of such plans consistent with
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), such benefits shall be paid to the Executive in a lump sum within 10
days after termination of employment outside the applicable plan; and

         (ii) Executive (and his dependents, if any) will be entitled to
continue participation in all of the Company's medical, dental and vision care
plans (the "Health Benefit Plans"), until the third anniversary of Executive's
termination of employment (second anniversary in the case of termination due to
death); provided that Executive's participation in the Company's Health Benefit
Plans shall cease on any earlier date that Executive (and his dependents, if
any) becomes eligible for comparable benefits from a subsequent employer.
Executive's participation in the Health Benefit Plans will be on the same terms
and conditions (including, without limitation, any contributions that would have
been required from Executive) that would have applied had Executive continued to
be employed by the Company. To the extent any such benefits cannot be provided
under the terms of the applicable plan, policy or program, the Company shall
provide a comparable benefit under another plan or from the Company's general
assets.

     "Change of Control of the Company" means and shall be deemed to have
occurred if:

                                       7


         (i) any person (within the meaning of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than the Company, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of Voting Securities representing 50 percent or more of
the total voting power of all the then-outstanding Voting Securities; or

         (ii) the individuals who, as of the date hereof, constitute the Board,
together with those who first become directors subsequent to such date and whose
recommendation, election or nomination for election to the Board was approved by
a vote of at least a majority of the directors then still in office who either
were directors as of the date hereof or whose recommendation, election or
nomination for election was previously so approved (the "Continuing Directors"),
cease for any reason to constitute a majority of the members of the Board; or

         (iii) the stockholders of the Company approve a merger, consolidation,
recapitalization or reorganization of the Company or a subsidiary, reverse split
of any class of Voting Securities, or an acquisition of securities or assets by
the Company or a subsidiary, or consummation of any such transaction if
stockholder approval is not obtained, provided, that any such transaction in
which the holders of outstanding Voting Securities immediately prior to the
transaction receive (or, in the case of a transaction involving a subsidiary and
not the Company, retain), with respect to such Voting Securities, voting
securities of the surviving or transferee entity representing more than 60
percent of the total voting power outstanding immediately after such transaction
shall not be deemed a Change of Control if the voting power of each such
continuing holder relative to other such continuing holders not substantially
altered in such transaction; or

         (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

     "Disability" means long-term disability within the meaning of the Company's
long-term disability plan under which Executive is covered at the time of
determination.

     "Earned Salary" means any Base Salary earned, but unpaid, for services
rendered to the Company on or prior to the date on which the Employment Period
ends pursuant to Section 5(a) hereof.

     "Severance Benefits" means an amount equal to (A) three times (two times in
the case of termination due to death) Executive's annualized Base Salary in
effect on the date of termination, plus (B) three times (two times in the case
of termination due to death) the average annual bonus paid to the Executive over
the two immediately preceding fiscal years, including any annual bonus paid
pursuant to Section 3(b), plus (C), except in the case of Non-Renewal, the
Executive's accrued annual bonus through the date of termination as determined
in accordance with clause (B) above.

                                       8


     "Termination for Cause" means a termination of Executive's employment by
the Company within 30 days after the occurrence of (i) Executive's conviction of
a felony or a crime involving moral turpitude, or (ii) Executive's willful and
continued failure to perform the material duties of his position (other than as
a result of Disability) if such failure continues for a period of 30 days after
Executive's receipt of written notice from the Company specifying the exact
details of such alleged failure and such alleged failure has had (or is expected
to have) a material adverse effect on the business of the Company or its
subsidiaries; provided, that if the details of a Termination for Cause were the
subject of two previous notices required hereunder, the Company may terminate
this Agreement as a Termination for Cause without the provision of any
additional notice and cure period.

     "Termination for Good Reason" means a termination of Executive's employment
by Executive following (i) a diminution in Executive's positions, duties and
responsibilities from those described in Section 2 hereof, (ii) the removal of
Executive from his position as either Chairman of the Board or Chief Executive
Officer of the Company, or the failure to re-elect Executive as Chairman of the
Board of the Company, unless the Company and Executive shall mutually agree to
such removal or failure, as applicable, in writing prior to such action being
taken, (iii) a reduction in Executive's Base Salary, (iv) a material breach by
the Company of any other provision of this Agreement or (v) a Change in Control
of the Company (but in no event later than six months after such Change of
Control); provided, that for any termination pursuant to (i) and (iv) above,
Executive shall provide the Company's Board of Directors with 30 days prior
written notice of such good reason termination specifying the exact details of
such alleged diminution or material breach and the Company shall have 15 days
from the date of its receipt of such notice to cure such breach or reverse or
correct such diminution to the reasonable satisfaction of Executive; provided,
further, that if the details of a good reason termination under section (i) and
(iv) above was the subject of two previous notices hereunder, Executive may
terminate this Agreement as a Termination for Good Reason without the provision
of any additional notice and cure period.

     "Termination Not For Good Reason" means any termination of Executive's
employment by Executive other than Termination for Good Reason or a termination
due to Executive's Disability or death.

     "Termination Without Cause" means any termination of Executive's employment
by the Company other than a Termination for Cause or a termination due to
Executive's Disability.

     "Vested Benefits" means amounts which are vested or which Executive is
otherwise entitled to receive under the terms of or in accordance with any plan,
policy, practice or program of, or any contract or agreement with, the Company
or any of its subsidiaries, at or subsequent to the date of his termination
without regard to the performance by Executive of further services or the
resolution of a contingency.

     "Voting Securities or Security" means any securities of the Company which
carry the right to vote in the election of, or participate in the appointment
of, the Company's directors.

                                       9


     (e) Full Discharge of Obligations. Except as expressly provided in the last
sentence of this Section 5(e), the amounts payable and obligations owed to
Executive pursuant to this Section 5 and Section 7(d) following termination of
his employment (including amounts payable with respect to Vested Benefits) shall
be in full and complete satisfaction of Executive's rights under this Agreement.
Except as otherwise set forth in Section 6, after the effective date of a
termination of employment for any reason, Executive shall have no further
obligations or liabilities to the Company. Nothing in this Section 5(e) shall be
construed to release the Company from its obligations described in Sections
3(c), 4(d) and 4(e).

     (f) Excise Tax Gross-Up.

         (i) Anything in this Agreement to the contrary notwithstanding, if it
shall be determined that any payment, distribution or benefit provided
(including, without limitation, the acceleration of any payment, distribution or
benefit and the acceleration of exercisability of any stock option) to Executive
or for his benefit (whether paid or payable or distributed or distributable)
pursuant to the terms of this Agreement or otherwise (a "Payment") would be
subject, in whole or in part, to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), then the Executive shall be entitled to receive from
the Company an additional payment (the "Gross-Up Payment") in an amount such
that the net amount of the Payment and the Gross-Up Payment retained by
Executive after the calculation and deduction of all Excise Taxes (including any
interest or penalties imposed with respect to such taxes) on the Payment and all
federal, state and local income tax, employment tax and Excise Tax (including
any interest or penalties imposed with respect to such taxes) on the Gross-Up
Payment provided for in this Section 5(f) and taking into account any lost or
reduced tax deductions on account of the Gross-Up Payment, shall be equal to the
Payment.

         (ii) All determinations required to be made under this Section 5(f),
including whether and when the Gross-Up Payment is required and the amount of
such Gross-Up Payment, and the assumptions to be used in arriving at such
determinations shall be made by the Accountants (as defined below) which shall
provide Executive and the Company with detailed supporting calculations with
respect to such Gross-Up Payment within ten (10) days after termination of
Executive's employment or such other event which results in a Payment which
could necessitate a Gross-Up Payment. For purposes of this Agreement, the
"Accountants" shall mean Ernst & Young LLP or another accounting firm mutually
acceptable to the Company and Employee. For purposes of determining the amount
of the Gross-Up Payment, Executive shall be deemed to pay Federal income taxes
at the applicable marginal rate of federal income taxation for the calendar year
in which the Gross-Up Payment is to be made and to pay any applicable state and
local income taxes at the applicable marginal rate of taxation for the calendar
year in which the Gross-Up Payment is to be made, net of the reduction in
federal income taxes which could be obtained from the deduction of such state or
local taxes if paid in such year (determined with regard to limitations on
deductions based upon the amount of Executive's adjusted gross income). To the
extent practicable, any Gross-Up Payment with respect to any Payment shall be
paid by the Company at the time Executive is entitled to receive the Payment and
in no event shall any Gross-Up Payment be paid later than 10 days after the
receipt by Executive of the Accountants' determination. Any determination by the
Accountants shall be binding upon the Company and Executive, including for
purposes of withholding on amounts payable under this

                                       10


Agreement. As a result of uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accountants hereunder, it
is possible that the Gross-Up Payment made will have been an amount that is
greater or less than the Company should have paid pursuant to this Section 5(f)
(an "Overpayment" or "Underpayment," respectively). In the event that the
Gross-Up Payment is determined by the Accountants or pursuant to any proceeding
or negotiations with the Internal Revenue Service to be less than the amount
initially determined by the Accountants, Executive shall promptly repay the
Overpayment to the Company; provided, however, that in the event any portion of
the Gross-Up Payment to be repaid to the Company has been paid to any Federal,
state or local tax authority, repayment thereof shall not be required until
actual refund or credit of such portion has been made to Executive. In the event
that the Company exhausts its remedies pursuant to Section 5(f)(iii) and
Executive is required to make a payment of any Excise Tax, the Company shall
promptly pay the Underpayment to or for Executive's benefit.

         (iii) Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification shall be given as soon as
practicable after Executive is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim
is requested to be paid. Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which Executive gives such
notice to the Company (or such shorter period ending on the date that any
payment of taxes, interest and/or penalties with respect to such claim is due).
If the Company notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive shall:

               (a) give the Company any information reasonably requested by the
Company relating to such claim;

               (b) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company;

               (c) cooperate with the Company in good faith in order to
effectively contest such claim; and

               (d) permit the Company to participate in any proceedings relating
to such claims;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify Executive for and hold Executive harmless
from, on an after-tax basis, any Excise Tax, income tax or employment tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of all related costs and expenses. Without
limiting the foregoing provisions of this Section 5(f), the Company shall
control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing

                                       11


authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine. The Company's control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and Executive
shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.

     6. Non-competition and Confidentiality. In consideration of the salary and
benefits to be provided by the Company hereunder, including particularly the
severance arrangements set forth herein, Executive agrees to the following
provisions of this Section.

     (a) Non-competition. During the Employment Period and during the greater of
(i) three years following any termination of Executive's employment, or (ii) any
period thereafter during which Executive continues to receive benefits under
this Agreement, other than a Termination Without Cause, a Termination for Good
Reason or Non-Renewal, Executive shall not directly or indirectly own, manage,
operate, control, be employed by, participate in or, provide services or
financial assistance to any business which directly competes with the Company or
any of its subsidiaries; provided, however, that notwithstanding any provision
of this section 6(a), Executive (i) may own for investment purposes up to 5% of
the equity interests of any such company and (ii) may manage, operate, be
employed by, participate in, or provide services to a company that engages in
such restricted activities if Executive does not personally participate or
advise as to such restricted activities and Executive's involvement within such
company is limited to business units that do not engage in such activities.

     (b) Confidentiality. Executive agrees that, during the Employment Period
and thereafter, he shall hold and keep confidential any trade secrets, customer
lists and pricing or other confidential information, or any inventions,
discoveries, improvements, products, whether patentable practices, methods or
not, directly or indirectly useful in or relating to the business of the Company
or its subsidiaries as conducted by it from time to time, as to which Executive
shall at any time during the Employment Period become informed, and he shall not
directly or indirectly disclose any such information to any person, firm or
corporation or use the same except in connection with the business and affairs
of the Company or its subsidiaries. The foregoing prohibition shall not apply to
the extent such information, knowledge or data (a) was publicly known at the
time of disclosure to Executive, (b) becomes publicly known or available
thereafter other than by any means in violation of this Agreement, or (c) is
required to be disclosed by Executive as a matter of law or pursuant to any
court or regulatory order.

     (c) Company Property. Except as expressly provided herein, Executive shall
return to the Company all property of the Company and its subsidiaries promptly
following Executive's termination of employment.

     (d) Injunctive Relief and Other Remedies with Respect to Covenants.
Executive acknowledges and agrees that the covenants and obligations of
Executive with respect to non-competition, confidentiality and Company property,
relate to special, unique and

                                       12


extraordinary matters and that a violation of any of the terms of such covenants
and obligations may cause the Company irreparable injury for which adequate
remedies are not available at law. Therefore, Executive agrees that the Company
shall be entitled to seek an injunction, restraining order or such other
equitable relief (without the requirement to post bond) restraining Executive
from committing any violation of the covenants and obligations contained in this
Section 6. This remedy is in addition to any other rights and remedies the
Company may have at law or in equity.

     7. Miscellaneous.

     (a) Survival. Sections 4 (relating to indemnification), 5 (relating to
early termination, change of control and non-renewal), 6 (relating to
non-competition and confidentiality), 7(b) (relating to arbitration), 7(c)
(relating to binding effect), 7(d) (relating to full-settlement and legal
expenses) and 7(n) (relating to governing law) shall survive the termination
hereof.

     (b) Arbitration. Except in the event of the need for immediate equitable
relief from a court of competent jurisdiction to prevent irreparable harm
pending arbitration relief, and except for enforcement of a party's remedies to
the extent such enforcement must be pursuant to court authorization or order
under applicable law, any dispute or controversy arising under or in connection
with this Agreement shall be resolved by binding arbitration. This arbitration
shall be held in New York City and except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the
time of the arbitration, and otherwise in accordance with principles which would
be applied by a court of law or equity. The arbitrator shall be selected by the
Company and Executive; provided, that if within fifteen (15) business days of
the date of request for arbitration, the parties have not been able to make such
selection the dispute shall be held by a panel of three arbitrators one
appointed by each of the parties and the third appointed by the other two
arbitrators.

     (c) Binding Effect. This Agreement shall be binding on, and shall inure to
the benefit of, the Company and any person or entity that succeeds to the
interest of the Company (regardless of whether such succession does or does not
occur by operation of law) by reason of the sale of all or a portion of the
Company's stock, a merger, consolidation or reorganization involving the Company
or, unless the Company otherwise elects in writing, a sale of the assets of the
business of the Company (or portion thereof) in which Executive performs a
majority of his services. This Agreement shall also inure to the benefit of
Executive's heirs, executors, administrators and legal representatives.

     (d) Full-Settlement; Legal Expenses. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against
Executive or others. In no event shall Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to Executive under any of the provisions of this Agreement. The Company agrees
to pay, upon written demand therefor by Executive, all legal fees and expenses
which Executive

                                       13


may reasonably incur as a result of any dispute or contest by or with the
Company or others regarding the validity or enforceability of, or liability
under, any provision of this Agreement (including as a result of any contest by
Executive about the amount of any payment hereunder) if Executive substantially
prevails in the dispute or contest or the dispute or contest is settled, plus in
each case interest at the applicable Federal rate provided for in Section
7872(f)(2) of the Code. In any such action or arbitration brought by the
Executive for damages or to enforce any provisions of this Agreement, the
Executive shall be entitled to seek both legal and equitable relief and
remedies, including, without limitation, specific performance of the Company's
obligations hereunder, in his sole discretion.

     (e) Assignment. Except as provided under Section 7(c), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.

     (f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters referred to herein. No
other agreement (other than awards made in accordance with the terms of one of
the Company's applicable compensatory plans, programs or arrangements) relating
to the terms of Executive's employment by the Company, oral or otherwise, shall
be binding between the parties. There are no promises, representations,
inducements or statements between the parties other than those that are
expressly contained herein. Executive acknowledges that he is entering into this
Agreement of his own free will and accord, and with no duress, that he has read
this Agreement and that he understands it and its legal consequences and has
been advised to consult with an attorney before executing this Agreement.

     (g) Severability; Reformation. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby. In the event that any
of the provisions of any of Section 6 is not enforceable in accordance with its
terms, Executive and the Company agree that such Section shall be reformed to
make such Section enforceable in a manner which provides the Company the maximum
rights permitted at law.

     (h) Waiver. Waiver by any party hereto of any breach or default by the
other party of any of the terms of this Agreement shall not operate as a waiver
of any other breach or default, whether similar to or different from the breach
or default waived. No waiver of any provision of this Agreement may occur except
in a written instrument signed by the waiving party, and no waiver shall be
implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its or his rights hereunder on any
occasion or series of occasions.

     (i) Notices. Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered personally, by courier
service, by certified mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt by the party to which such notice shall be
directed, and shall be addressed as follows (or to such other

                                       14


address as the party entitled to notice shall hereafter designate in accordance
with the terms hereof):

To the Company:            Jarden Corporation
                           Suite B-302
                           555 Theodore Fremd Avenue
                           Rye, New York 10580
                           Attention:  Chief Financial Officer

With a Copy to:            Kane Kessler, P.C.
                           1350 Avenue of the Americas
                           26th Floor
                           New York, New York 10019
                           Attn:   Robert L. Lawrence, Esq.

To the Executive:          Mr. Ian G.H. Ashken
                           22 Bluewater Hill
                           Westport CT 06880

     (j) Amendments. This Agreement may not be altered, modified or amended
except by a written instrument signed by each of the parties hereto.

     (k) Headings. Headings to paragraphs in this Agreement are for the
convenience of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

     (l) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.

     (m) Withholding. Any payments provided for herein shall be reduced by any
amounts required to be withheld by the Company from time to time under
applicable Federal, State or local income tax laws or similar statutes then in
effect.

     (n) Governing Law. This Agreement is made and executed and shall be
governed by the laws of the State of New York, without regard to the conflicts
of law principles thereof.

     (o) Effectiveness. This Agreement shall become effective and in full force
and effect upon the closing of the Company's acquisition of the capital stock of
AHI pursuant to the terms of the AHI Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]




                                       15


     IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date set forth above.


                                           JARDEN CORPORATION


                                           By: /s/ Martin E. Franklin
                                              ----------------------------------
                                              Name:  Martin E. Franklin
                                              Title: Chairman and
                                                     Chief Executive Officer


                                           /s/ Ian G.H. Ashken
                                           -------------------------------------
                                           Ian G.H. Ashken












                                       16

EX-10.6

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
January 24, 2005, is entered into between Jarden Corporation, a Delaware
corporation (the "Company") and James E. Lillie, (the "Employee").

                                   WITNESSETH:

     WHEREAS, the Company and the Employee are parties to an Employment
Agreement entered into as of August 4, 2003 (the "Employment Agreement"); and

     WHEREAS, the Company desires to continue to employ Employee as Chief
Operating Officer of the Company on the terms and conditions hereinafter set
forth; and

     WHEREAS, Executive is willing to continue to be employed as Chief Operating
Officer of the Company on such terms and conditions; and

     WHEREAS, prior to the Company entering into that certain Stock Purchase
Agreement dated as of September 19, 2004 (the "AHI Purchase Agreement") with
American Household, Inc. ("AHI") and the Purchase Agreement ("Warburg Purchase
Agreement") dated as of September 19, 2004 with Warburg Pincus, the members of
the Compensation Committee considered potential future compensation for senior
executives provided that the AHI transaction closed and retained independent
consultants to assist with this review; whereupon, based on the results of its
review and conditioned on several factors including (i) full Board approval,
(ii) the closing of the acquisition of AHI, and (iii) the Compensation Committee
finalizing discussions on the proposals with its independent consultants, the
Compensation Committee thereafter concluded that it would recommend that the
Board adopt the compensation arrangements in this Amended and Restated Agreement
including the increase in salary and award of Restricted Stock (as defined
below) generally having vesting as follows: (i) 50% vesting when the Company's
stock price equals or exceeds 156.25% of the $32 stock price set for the Warburg
Pincus Series B Preferred Stock conversion price ("Preferred Conversion Price"),
and (ii) the remaining Restricted Stock vesting when the Company's stock price
equals or exceeds 200% of the Preferred Conversion Price. The Preferred
Conversion Price was agreed by the Board at its September 14, 2004 Board meeting
to be a slight premium to the average closing price of the Company's stock
during the prior thirteen days of September; and

     WHEREAS, the Compensation Committee of the Company's Board of Directors and
the Company's Board of Directors, at meetings duly called and held, have each
authorized and approved the execution and delivery of this Agreement by the
Company; and

     WHEREAS, the Company and Employee desire to enter into this Agreement which
shall be deemed to amend, restate and replace the Employment Agreement between
the Company and Executive dated as of August 4, 2003.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Company and the Employee hereby agree as follows:

     1. Employment. The Company hereby employs the Employee as Chief Operating
Officer of the Company, and the Employee accepts such employment, upon the terms
and subject to the conditions set forth in this Agreement. Notwithstanding the
foregoing, it is understood and agreed that the Employee from time to time may
(a) be appointed to additional offices or to different offices than those set
forth above provided they are within a fifty mile radius of the current Rye, New
York, location, (b) perform such duties other than those set forth above, and/or
(c) relinquish one or more of such offices or other duties, as may be mutually
agreed by and between the Company and the Employee; and, that no such action
shall be deemed or construed to otherwise amend or modify any of the remaining
terms or conditions of this Agreement.

     2. Term. The term of this Agreement shall be two (2) years, commencing on
the date hereof and ending on the second anniversary of such date (the "Initial
Term"), subject to earlier termination pursuant to the provisions of Section 10.
The employment of the Employee shall automatically continue hereunder following
the Initial Term for the successive one (1) year periods (the "Renewal Terms")
unless the Company or the Employee gives written notice to the other at least
(90) ninety days prior to the end of the Initial Term. Subsequent to the Initial
Term, the employment of the Employee hereunder may be terminated at the end of
any Renewal Term by delivery by either the Employee or the Company of a written
notice to the other part at least (90) ninety days prior to the end of any
Renewal Term.

     3. Duties. During the term of this Agreement, the Employee shall, subject
to the provisions of Section 1 above, serve as Chief Operating Officer of the
Company and shall perform all duties commensurate with his position that may be
assigned to him by the Chief Executive Officer of the Company and/or by the
Board of Directors of the Company consistent with such position. The Employee
shall devote substantially all of his time and energies to the business and
affairs of the Company and shall use his best efforts, skills and abilities to
promote the interests of the Company as necessary to diligently and competently
perform the duties of his position.

     4. Compensation and Benefits.Commencing as of January 1, 2005 and during
the term of this Agreement, the Company shall pay to the Employee, and the
Employee shall accept from the Company, as compensation for the performance of
services under this Agreement and the Employee's observance and performance of
all of the provisions hereof, a salary of $600,000 per year (the "Base
Compensation"). The Base Compensation shall be reviewed annually and shall be
increased by a minimum of the Consumer Price Index. In addition, the Employee
shall be eligible for a bonus package based on performance. The decision as to
whether to pay the Employee a bonus, as well as the amounts and terms of any
such bonus package, shall be determined by the Compensation Committee of the
Board of Directors as part of its annual budget review



process. The bonus program shall give the Employee the opportunity to earn up to
50% of Base Compensation each year for achieving the Company's EBITDA and
earnings per share budget and up to 100% of Base Compensation for achieving
EBITDA 10% higher than budget and EPS 10% higher than budget. Each will be given
a 50% percent weight in the bonus calculation. In addition, the Employee will be
eligible to be awarded a discretionary bonus of up to 50% of Base Compensation
for services specifically performed relating to exceptional performance related
to other corporate activity undertaken by the Company in any year (the
"Discretionary Bonus"). Any Discretionary Bonus shall be determined in the sole
discretion of either the Board of Directors or its Compensation Committee, but
must be approved by the Warburg Pincus designated director in the case of any
award in respect of calendar 2005 and 2006.

The Employee's salary shall be payable in accordance with the normal payroll
practices of the Company and shall be subject to withholding for applicable
taxes and other amounts. During the term of this Agreement, the Employee shall
be entitled to participate in or benefit from, in accordance with the
eligibility and other provisions thereof, such medical, insurance, and other
fringe benefit plans or policies as the Company may make available to, or have
in effect for, its personnel with commensurate duties from time to time. The
Company retains the rights to terminate or alter any such plans or policies from
time to time. The Employee shall also be immediately entitled to four weeks of
vacations as well as sick leave and other similar benefits in accordance with
policies of the Company from time to time in effect for personnel with
commensurate duties. The company will purchase a term life insurance policy, or
other similar insurance vehicle, for the benefit of the employee in the amount
of one million dollars.

In addition to any restricted shares previously issued under the Employment
Agreement or evidenced by the restricted stock grant agreement dated August 5,
2004, upon the AHI Acquisition Closing (as defined below), Executive shall be
entitled to receive a grant of 145,000 shares of restricted stock (the
"Restricted Stock") under the Company's 2003 Stock Incentive Plan (the "Plan")
or such other similar stock plan that the Company may have in place. The Company
shall use its commercially reasonable efforts to obtain stockholder approval for
a new equity compensation plan or an amendment to the 2003 Plan to provide the
Company with sufficient availability to grant such Restricted Stock. Promptly
after stockholder approval of such new plan or the amended 2003 Plan, the
Company shall grant Executive the Restricted Stock. In the event that the
Company does not have a stock incentive plan in place on or prior to December
31, 2005 with enough shares to be granted to the Executive, the Company shall
grant to the Executive such number of shares of Restricted Stock that are
available under the Company's stock incentive plans, and in lieu of any shares
of Restricted Stock not granted (the "Remaining Stock"), Executive shall receive
a mutually acceptable compensation package having a value equivalent to the
value of the shares of Remaining Stock not issued to the Executive as determined
in good faith by the Compensation Committee or Board of Directors, as the case
may be.



The restrictions on the award shall lapse as follows: (i) 50% on the date that
the stock price of the common stock of the Company equals or exceeds fifty
dollars ($50.00) for ten (10) consecutive trading days (measured on a VWAP
basis) prior to the third anniversary of the restricted stock grant, (ii) 100%
on the date that the stock price of the common stock of the Company equals or
exceeds sixty-four dollars ($64.00) for ten (10) consecutive trading days
(measured on a VWAP basis) prior to the fifth anniversary of the restricted
stock grant or (iii) the date there is a Change of Control (as defined in the
Plan) of the Company and either (a) the Company's stock price is higher than $32
per share at the time of the Change of Control or (b) the Board of Directors
approves, in its sole discretion, such vesting. If the Employee is either fired
by the Company or leaves voluntarily, Employee will surrender all unvested
Restricted Stock issuable pursuant to this paragraph. The number of shares
granted and the target share price shall be adjusted for changes in the common
stock as outlined in Section 18.1 of the Plan or as otherwise mutually agreed in
writing between the parties. The terms of the Restricted Stock granted hereunder
shall each be set forth in a Restricted Stock Award Agreement.

     5. Reimbursement of Business Expenses. During the term of this Agreement,
upon submission of proper invoices, receipts or other supporting documentation
satisfactory to the Company and in specific accordance with such guidelines as
may be established from time to time by the Company, the Employee shall be
reimbursed by the Company for all reasonable business expenses actually and
necessarily incurred by the Employee on behalf of the Employer in connection
with the performance of services under this Agreement.

     6. Representation of Employee. Except as set forth in Paragraph 3 hereof,
the Employee represents and warrants that that he is not party to, or bound by,
any agreement or commitment, or subject to any restriction, including but not
limited to agreements related to previous employment containing confidentiality
or non compete covenants, which in the future may have a possibility of
adversely affecting the business of the Company or the performance by the
Employee of his material duties under this Agreement.

     7. Confidentiality. (For purposes of this Section 7, all references to the
Company shall be deemed to include the Company's subsidiary corporations.)

         (a) Confidential Information. The Employee acknowledges that he will
have knowledge of, and access to, proprietary and confidential information of
the Company, including, without limitation, inventions, trade secrets, technical
information, know-how, plans, specifications, methods of operations, financial
and marketing information and the identity of customers and suppliers
(collectively, the "Confidential Information"), and that such information, even
though it may be contributed, developed or acquired by the Employee, constitutes
valuable, special and unique assets of the Company developed at great expense
which are the exclusive property of the Company. Accordingly, the Employee shall
not, either during or subsequent to the term of this Agreement, use, reveal,
report, publish, transfer or otherwise disclose to any person, corporation or
other entity, any of the Confidential Information without the prior written



consent of the Company, except to responsible officers and employees of the
Company and other responsible persons who are in a contractual or fiduciary
relationship with the Company and who have a need for such information for
purposes in the best interests of the Company, and except for such information
which is or becomes of general public knowledge from authorized sources other
than the Employee. The Employee acknowledges that the Company would not enter
into this Agreement without the assurance that all such confidential and
proprietary information will be used for the exclusive benefit of the Company.

         (b) Return of Confidential Information. Upon the termination of
Employee's employment with the Company, the Employee shall promptly deliver to
the Company all drawings, manuals, letters, notes, notebooks, reports and copies
thereof and all other materials relating to the Company's business.

     8. Noncompetition. (For purposes of this Section 8, all references to the
Company shall be deemed to include the Company's subsidiary corporations).
During the term set forth below, the Employee will not utilize his special
knowledge of the business of the Company and his relationships with customers
and suppliers of the Company to compete with the Company. During the term of
this Agreement and for a period of twelve (12) months after the expiration or
termination of this Agreement, the Employee shall not engage, directly or
indirectly or have an interest, directly or indirectly, anywhere in the United
States of America or any other geographic area where the Company does business
or in which its products are marketed, alone or in association with others, as
principal, officer, agent, employee, capital, lending of money or property,
rendering of services or otherwise, in any business directly competitive with or
similar to that engaged in by the Company (it being understood hereby, that the
ownership by the Employee of 2% or less of the stock of any company listed on a
national securities exchange shall not be deemed a violation of this Section 8).
During the same period, the Employee shall not, and shall not permit any of his
employees, agents or others under his control to, directly or indirectly, on
behalf of himself or any other person, (i) call upon, accept business from, or
solicit the business of any person who is, or who had been at any time during
the preceding two years, a customer of the Company or any successor to the
business of the Company, or otherwise divert or attempt to divert any business
from the Company or any such successor, or (ii) directly or indirectly recruit
or otherwise solicit or induce any person who is an employee of, or otherwise
engaged by, the Company or any successor to the business of the Company to
terminate his or her employment or other relationship with the Company or such
successor.

     9. Remedies. The restrictions set forth in Section 7 and 8 are considered
by the parties to be fair and reasonable. The Employee acknowledges that the
Company would be irreparably harmed and that monetary damages would not provide
an adequate remedy in the event of a breech of the provisions of Section 7 or 8.
Accordingly, the Employee agrees that, in addition to any other remedies
available to the Company, the Company shall be entitled to seek injunctive and
other equitable relief to secure the enforcement of these provisions. If any
provisions of Sections 7, 8 or 9 relating to the



time period, scope of activities or geographic area of restrictions is declared
by a court of competent jurisdiction to exceed the maximum permissible time
period, scope of activities or geographic area, as the case may be, shall be
provisions of Section 7, 8 or 9 other than those described in the preceding
sentence are adjudicated to be invalid or unenforceable, the invalid or
unenforceable provisions shall be deemed amended (with respect only to the
jurisdiction in which such adjudication is made) in such manner as to render
them enforceable and to effectuate as nearly as possible the original intentions
and agreement of the parties.

     10. Termination. This Agreement may be terminated prior to the expiration
of the term set forth in Section 2 upon the occurrence of any of the events set
forth in, and subject to the terms of, this Section 10.

         (a) Death. This Agreement will terminate immediately and automatically
upon the death of the Employee.

         (b) Disability. This Agreement may be terminated at the Company's
option, immediately upon written notice to the Employee, if the Employee shall
suffer a permanent disability. For the purpose of this Agreement, the term
"permanent disability" shall mean the Employee's inability to perform his duties
under this Agreement for a period of 120 consecutive days or for an aggregate of
180 days, whether or not consecutive, in any twelve month period, due to
illness, accident or any other physical or mental incapacity, as reasonably
determined by the Board of Directors of the Company. In the event of termination
for disability, the Employee will also be entitled to receive medical benefits
generally available to other disabled employees of the Company.

         (c) Cause. This Agreement may be terminated at the Company's option,
immediately upon written notice to the Employee, upon: (i) breach by the
Employee of any material provision of this Agreement not cured within ten (10)
days after written notice of such breach is given by the Company to the
Employee; (ii) gross negligence or willful misconduct of the Employee in
connection with the performance of his duties under this Agreement, or
Employee's willful refusal to perform any of his duties or responsibilities
required pursuant to this Agreement; or (iii) fraud, criminal conduct or
embezzlement by the Employee.

         (d) Without Cause. This Agreement may be terminated pursuant to the
terms of Section 2 or on thirty (30) days written notice (the thirtieth day
following such notice being herein sometimes called the "Termination Date") by
the Company without cause, subject to the following provision.

         If the Employee's employment is terminated by the Company without
Cause, or upon Disability, the Employee shall receive an amount (the "Severance
Amount") equal to the sum of the following: (i) eighteen months Base
Compensation; plus (ii) continuation of health insurance and other benefits for
eighteen months at the expense of Company. If the Employee has completed at
least six months of service in



addition to the above he will also receive: (i) eighteen months target bonus
which Employee would have been entitled to receive for achieving budget for the
year in which Employee's employment was terminated; (ii) plus full vesting of
any outstanding stock options and the lapsing of any restrictions over any
restricted shares owned by the Employee.

         The cash portion of the Severance Amount shall be paid to the Employee
as promptly as practicable after the date of Termination and in no event later
than ten (10) days after termination.

         Payment of the Severance Amount shall be in lieu of all other financial
obligations of the Company to the Employee and all other benefits in this
Agreement shall cease as of the date of termination. The Employee shall have no
obligation to seek other employment or otherwise mitigate damages hereunder. For
the avoidance of doubt, it is understood that the Company will pay all amounts
owed to Employee prior to the date of termination, including incentive
compensation earned up through the date of termination in the same manner as all
other plan participants. Notwithstanding anything in the incentive compensation
plan, Employee need not be employed at the date the incentive payments are made
to be eligible for this payment. The employee and the company shall enter into a
mutual release of claims against one another following the termination of
employment.

     11. Miscellaneous.

         (a) Survival. The provisions of Sections 7, 8 and 9 shall survive the
termination of this Agreement.

         (b) Entire Agreement.This Agreement sets forth the entire understanding
of the parties and merges and supersedes any prior or contemporaneous agreements
between the parties pertaining to the subject matter hereof.

         (c) Modification. This Agreement may not be modified or terminated
orally; and no modification, termination or attempted waiver of any of the
provisions hereof shall be binding unless in writing and signed by the party
against whom the same is sought to be enforced; provided, however, that the
Employee's compensation may be increased at any time by the Company without in
any way affecting any of the other terms and conditions of this Agreement, which
in all other respects shall remain in full force and effect.

         (d) Waiver. Failure of a party to enforce one or more of the provisions
of this Agreement or to require at any time performance of any of the
obligations hereof shall not be construed to be a waiver of such provisions by
such party nor to in any way affect the validity of this Agreement or such
party's right thereafter to enforce any provision of this Agreement, not to
preclude such party from taking any other action at any time which it would
legally be entitled to take.



         (e) Successors and Assigns. Neither party shall have the right to
assign this Agreement, or any rights or obligations hereunder, without the
consent of the other party.

         (f) Communications. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been given at the time personally delivered or when mailed in any United
States post office enclosed in a registered or certified postage prepaid
envelope and addressed to the recipient's address set forth below, or to such
other address as any party may specify by notice to the other party; provided,
however, that any notice of change of address shall be effective only upon
receipt.


              To the Company:       Jarden Corporation
                                    Suite B-302
                                    555 Theodore Fremd Avenue
                                    Rye, New York 10580
                                    Attention:  Chief Executive Officer

              To the Employee:      Mr. James E. Lillie
                                    49 Powder Horn Hill Road
                                    Wilton, CT  06897

         (g) Severability. If any provision of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall not affect the validity and enforceability of the
other provisions of this Agreement and the provision held to be invalid or
unenforceable shall be enforced as nearly as possible according to its original
terms and intent to eliminate such invalidity or unenforceability.

         (h) Jurisdiction; Venue. This Agreement shall be subject to the
exclusive jurisdiction of the courts of New York County, New York. Any breach of
any provision of this Agreement shall be deemed to be a breach occurring in the
State of New York and the parties irrevocably and expressly agree to submit to
the jurisdiction of the courts of the State of New York or the Federal Courts
having concurrent geographic jurisdiction, for the purpose of resolving any
disputes among them relating to this Agreement or the transactions contemplated
by this Agreement.

         (i) Governing Law. This Agreement is made and executed and shall be
governed by the laws of the State of New York, without regard to the conflicts
of law principles thereof.

         (j) Effectiveness. This Agreement shall become effective and in full
force and effect upon the closing of the Company's acquisition of the capital
stock of AHI pursuant to the terms of the AHI Purchase Agreement.



         IN WITNESS WHEREOF, each of the parties hereto have duly executed this
Agreement as of the date set forth above.


                                        JARDEN CORPORATION


                                        By:   /s/ Martin E. Franklin
                                              ----------------------------------


                                        Its:  Chairman and CEO
                                              ----------------------------------



                                        /s/ James E. Lillie
                                        ----------------------------------------
                                        James E. Lillie

EX-99.1

JARDEN CORPORATION               CONTACT:   Martin E. Franklin
                                            Chairman and Chief Executive Officer
                                            Jarden Corporation
                                            914-967-9400

                                            Investor Relations: Melissa Myron
                                            Press: Evan Goetz/Alecia Pulman
                                            Financial Dynamics
                                            212-850-5600

FOR IMMEDIATE RELEASE

            JARDEN COMPLETES ACQUISITION OF AMERICAN HOUSEHOLD, INC.
  - ACQUISITION CREATES LEADING GLOBAL PROVIDER OF BRANDED CONSUMER PRODUCTS -
                  -TOTAL ANNUAL REVENUE TO EXCEED $2.6 BILLION-


RYE, NEW YORK - JANUARY 24, 2005 - Jarden Corporation (NYSE: JAH) today
announced it has completed the acquisition of privately-held American Household,
Inc. Under the terms of the agreement, originally announced on September 20,
2004, the purchase price consisted of $745.6 million in cash for the equity and
the repayment of approximately $100 million of indebtedness.

The combined business forms a leading global provider of branded consumer
products, holding the number one or number two position in most of its core
consumer product categories with well established and highly regarded brands
such as Ball(R), Bee(R), Bicycle(R), Campingaz(R), Coleman(R), Crawford(R),
Diamond(R), First Alert(R), FoodSaver(R), Forster(R), Health o meter(R),
Hoyle(R), Kerr(R), Lehigh(R), Leslie-Locke(R), Loew-Cornell(R), Mr. Coffee(R),
Oster(R), Sunbeam(R) and VillaWare(R).

Martin E. Franklin, Chairman and Chief Executive Officer, commented, "We are
tremendously excited about adding the Coleman and Sunbeam businesses to Jarden
and we welcome the employees of these businesses to the Jarden family."

Mr. Franklin added, "The addition of the Coleman and Sunbeam businesses
continues our strategy of building a world class consumer products company,
expanding globally and tapping new areas for growth and margin expansion. With a
significantly increased international presence, we can leverage our existing
infrastructure to drive operational efficiencies. Additionally, the expanded
sales channels of the combined company provide important cross selling
opportunities allowing us to broaden and diversify our product offering through
established retail relationships."

Mr. Franklin concluded, "We continue to believe that this acquisition will be
immediately accretive to earnings, excluding any restructuring and non-recurring
charges. The new Jarden is poised for continuing growth and margin improvements
for years to come. We have spent a significant amount of time over the last
several months developing a thoughtful integration plan that is focused on
delivering results for our shareholders, customers and employees. We look
forward to updating you on our progress as we start to implement this
integration strategy."


                                    --more--



WEB CAST:

Jarden Corporation will be hosting a web cast on February 1, 2005 at 11:00 (EST)
to discuss its acquisition of the Sunbeam and Coleman businesses and its
strategy for these businesses going forward. Investors may access the web cast
at www.jarden.com., and it will be archived until February 28, 2005.

ABOUT JARDEN CORPORATION:

Jarden Corporation is a leading global provider of market leading branded
consumer products used in and around the home marketed under well-known brand
names including Ball(R), Bee(R), Bicycle(R), Campingaz(R), Coleman(R),
Crawford(R), Diamond(R), First Alert(R), FoodSaver(R), Forster(R), Health o
meter(R), Hoyle(R), Kerr(R), Lehigh(R), Leslie-Locke(R), Loew-Cornell(R), Mr.
Coffee(R), Oster(R), Sunbeam(R) and VillaWare(R). Jarden operates through four
business segments: Branded Consumables, Consumer Solutions, Outdoor Solutions
and Other. Headquartered in Rye, NY, Jarden has over 9,000 employees worldwide.
For more information, please log on to www.jarden.com.

SAFE HARBOR:

Note: This news release contains "forward-looking statements" within the meaning
of the federal securities laws and is intended to qualify for the Safe Harbor
from liability established by the Private Securities Litigation Reform Act of
1995, including statements regarding the outlook for Jarden's markets and the
demand for its products, future cash flows from operations, Jarden's future
revenues and margin improvements and the effect of the acquisition of American
Household, Inc. on the Company in the future. These projections and statements
are based on management's estimates and assumptions with respect to future
events and financial performance and are believed to be reasonable, though are
inherently uncertain and difficult to predict. Actual results could differ
materially from those projected. A discussion of factors that could cause
results to vary is included in the Company's periodic and other reports filed
with the Securities and Exchange Commission.