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): April 11, 2005
                                                          --------------

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

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

555 Theodore Fremd Avenue, Rye, New York                            10580
- --------------------------------------------------------------------------------
(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))






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

Credit Agreement
- ----------------

         On April 11, 2005, Jarden Corporation (the "Company") entered into
Amendment No. 1 (the "Amendment") to its Credit Agreement, dated as of January
24, 2005 among the Company, as borrower, 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"). The Amendment was entered into
in order to (i) increase the amount of indebtedness permitted to be incurred by
foreign subsidiaries of the Company, (ii) allow the Company to guaranty
obligations of foreign subsidiaries under their respective local credit
facilities; and (iii) increase the maximum number of facilities increases and
maximum aggregate principal amount of incremental term loans that may be
borrowed as a facilities increase from $300 million to $400 million (inclusive
of the First Facilities Increase (as defined below)).

         In connection with the Amendment, each guarantor under the Credit
Agreement consented to the terms of the Amendment and agreed that the terms of
the Amendment shall not affect in any way its obligations and liabilities under
any loan document (the "Consent, Agreement and Affirmation of Guaranty").

         Simultaneously with the Amendment and pursuant to the terms of the
Credit Agreement, the Company obtained a facilities increase in an aggregate
principal amount of $100 million (the "First Facilities Increase").

        A copy of the Amendment and Consent, Agreement and Affirmation of
Guaranty are attached to this current report on Form 8-K as Exhibits 10.1 and
10.2 respectively, and are incorporated by reference as though they were fully
set forth herein. The foregoing summary description of the Amendment and the
Consent, Agreement and Affirmation of Guaranty and the transactions contemplated
thereby are not intended to be complete, and are qualified in their entirety by
the complete text of the Amendment and the Consent, Agreement and Affirmation of
Guaranty.

Employee Stock Purchase Plan
- ----------------------------

          On April 12, 2005, the Company entered into an amendment (the "ESPP
Amendment") to the 2003 Employee Stock Purchase Plan (the "Plan"). The ESPP
Amendment provides for amendments to the Plan related to the discount offered
its employees who purchase stock as part of an Employee Stock Purchase Plan.

          A copy of the ESPP Amendment is attached to this current report on
Form 8-K as Exhibit 10.3 and is incorporated by reference as though it were
fully set forth herein. The foregoing





summary description of the ESPP Amendment is not intended to be complete, and is
qualified in its entirety by the complete text of the ESPP Amendment.

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

         Please see the discussion in "Item 1.01. Entry into a Material
Definitive Agreement" of this Form 8-K under the caption "Credit Agreement,"
which discussion is incorporated herein by this reference.

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

            (c) Exhibits. The following Exhibits are filed herewith as part of
this report:

Exhibit     Description
- -------     -----------
10.1        Amendment No. 1 to the Credit Agreement dated April 11, 2005 by
            and among the Company and CIBC, as Administrative Agent.

10.2        Consent, Agreement and Affirmation of Guaranty.

10.3        Amendment No. 1 to the Jarden Corporation 2003 Employee Stock
            Purchase Plan.






                                   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: April 13, 2005

                                      JARDEN CORPORATION


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










                                  EXHIBIT INDEX

Number    Exhibit
- ------    -------
 10.1     Amendment No. 1 to the Credit Agreement dated April 11, 2005 by and
          among the Company and CIBC, as Administrative Agent.

 10.2     Consent, Agreement and Affirmation of Guaranty.

 10.3     Amendment No. 1 to the Jarden Corporation 2003 Employee Stock Purchase
          Plan.

EX-10.1

                                                                    Exhibit 10.1

                                 AMENDMENT NO. 1

                  This AMENDMENT NO. 1, dated as of April 11, 2005 (this
"AMENDMENT"), among JARDEN CORPORATION, a Delaware corporation (the "BORROWER")
and Canadian Imperial Bank of Commerce ("CIBC"), as Administrative Agent (as
defined below), on behalf of each Lender executing a Lender Consent (as defined
below) amends certain provisions of the CREDIT AGREEMENT, dated as of January
24, 2005 (as amended, supplemented, restated or otherwise modified from time to
time, the "CREDIT AGREEMENT"), among the Borrower, the Lenders and the L/C
Issuers (each as defined therein) party thereto from time to time, CIBC, as
administrative agent for the Lenders and the L/C Issuers (in such capacity, and
as agent for the Secured Parties under the Collateral Documents, together with
its successors in such capacity, the "ADMINISTRATIVE AGENT"), CITICORP USA,
INC., as syndication agent for the Lenders and the L/C Issuers, and BANK OF
AMERICA, N.A., NATIONAL CITY BANK OF INDIANA and SUNTRUST BANK, as
co-documentation agents for the Lenders and L/C Issuers. Unless otherwise
specified herein, all capitalized terms used in this Amendment shall have the
meanings ascribed to such terms in the Credit Agreement.

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Borrower desires to increase the amount of
Indebtedness permitted to be incurred by Foreign Subsidiaries under the Credit
Agreement; and

                  WHEREAS, certain Foreign Subsidiaries intend to incur
Indebtedness from lenders located in their respective jurisdictions of
organization or formation (each, a "LOCAL CREDIT FACILITY");

                  WHEREAS, the Borrower desires to guaranty the obligations of
each Foreign Subsidiary under its respective Local Credit Facility and to permit
such guarantees to be guaranteed and secured on a pari passu basis with the
Obligations; and

                  WHEREAS, in connection with the incurrence of the Local Credit
Facilities, the applicable Foreign Subsidiaries intend to repatriate funds to
the Borrower in the form of one or more dividends (such dividends, collectively,
the "REPATRIATION"); and

                  WHEREAS, the Borrower and its Subsidiaries expect to realize
tax benefits from the incurrence of the Local Credit Facilities and the
Repatriation; and

                  WHEREAS, pursuant to Section 2.01(b) (Facilities Increase) of
the Credit Agreement, the Borrower has delivered a Facilities Increase Notice
(the "FIRST FACILITIES INCREASE NOTICE") to the Agents requesting a Facilities
Increase in an aggregate principal amount of $100,000,000 (the "FIRST FACILITIES
Increase"); and

                  WHEREAS, the Borrower has requested that the Required Lenders
waive the yield maintenance requirements specified in Section 4.04(d) (Yield
Maintenance) of the Credit Agreement applicable to the First Facilities Increase
and the Incremental Term Loans borrowed pursuant thereto; and

                  WHEREAS, the Borrower desires to increase the maximum number
of Facilities Increases permitted to be made under the Credit Agreement and the
maximum aggregate principal amount of the Incremental Term Loans that may be
borrowed pursuant thereto (inclusive of the First Facilities Increase and the
Incremental Term Loans borrowed pursuant thereto); and


                  WHEREAS, pursuant to Section 10.01(a) (Amendments, Etc.) of
the Credit Agreement, the consent of the Required Lenders is required to effect
the waiver and amendments set forth herein; and








                  WHEREAS, each Lender party to a Lender Consent (collectively
constituting the Required Lenders) and the Administrative Agent agree, subject
to the limitations and conditions set forth herein, to waive the yield
maintenance requirements specified in Section 4.04(d) (Yield Maintenance) of the
Credit Agreement applicable to the First Facilities Increase and the Incremental
Term Loans borrowed pursuant thereto and further amend the Credit Agreement as
set forth herein.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         Section 1. Waiver of Yield Maintenance Requirement. Effective as of the
Effective Date (as defined below) and subject to the satisfaction of the
conditions set forth in Section 4 (Conditions to Effectiveness) hereof, the
Lenders executing Lender Consents, constituting the Required Lenders, and the
Administrative Agent hereby waive the yield maintenance requirements specified
in Section 4.04(d) (Yield Maintenance) of the Credit Agreement applicable to the
First Facilities Increase and the Incremental Term Loans borrowed pursuant
thereto solely to the extent necessary to permit the Incremental Term Loans
borrowed pursuant to the First Facilities Increase to bear interest at the same
rate of interest applicable to the Closing Date Term Loans.

         Section 2. Repayment of Incremental Term Loans. Pursuant to Section
2.08(e) (Repayment of Loans), as of the Effective Date, the Borrower promises to
repay the Incremental Term Loans made pursuant to the First Facilities Increase
on the dates and in the amounts specified in the First Facilities Increase
Notice.

         Section 3. Amendments to the Credit Agreement. As of the Effective
Date:


                  (a) Section 1.01 (Defined Terms) of the Credit Agreement is
hereby amended by inserting the following definitions in such Section 1.01 in
the appropriate place to preserve the alphabetical order of the definitions in
such Section 1.01 (and, if applicable, the following definitions shall replace
in their entirety existing definitions for the corresponding terms in such
section):

                  "CLOSING RELATED DOCUMENTS" means, collectively, the Sponsor
         Equity Documents, the AHI Acquisition Documents and from and after the
         First Amendment Effective Date, each Local Credit Facility Guaranty.

                  "FIRST AMENDMENT" means that certain Amendment No. 1 to this
         Agreement, dated as of April 11, 2005, among the Borrower and the
         Administrative Agent.

                  "FIRST AMENDMENT EFFECTIVE DATE" means the date on which the
         First Amendment shall have become effective in accordance with its
         terms.

                  "FIRST FACILITIES INCREASE" means that certain Facilities
         Increase effectuated on the First Amendment Effective Date providing
         for Incremental Term Loans in an aggregate principal amount of
         $100,000,000.

                  "LOCAL CREDIT FACILITY" means each loan or line of credit (x)
         made available by a Local Lender to a Foreign Subsidiary of the
         Borrower pursuant to the applicable Local Credit Documents and (y)
         guaranteed by the Borrower pursuant to a Local Credit Facility
         Guaranty.

                  "LOCAL CREDIT FACILITY DOCUMENTS" means, with respect to any
         Local Credit Facility, each promissory note, loan agreement, Local
         Credit Facility Guaranty and each other material transaction document
         or instrument entered into or delivered by the applicable Foreign
         Subsidiary,


                                       2




         the Borrower and any other Subsidiary relating to or in connection with
         such Local Credit Facility, each in form and substance satisfactory to
         the Agents.

                  "LOCAL CREDIT FACILITY GUARANTY" means each guaranty agreement
         entered into by the Borrower in favor of a Local Lender, in form and
         substance satisfactory to the Agents, as amended, restated,
         supplemented or otherwise modified from time to time in accordance with
         this Agreement.

                  "LOCAL CREDIT FACILITY GUARANTY OBLIGATIONS" means the
         obligations, covenants and duties of the Borrower under each Local
         Credit Facility Guaranty.

                  "LOCAL LENDER" means each bank or other financial institution
         (in each case, reasonably acceptable to the Agents) that is located in
         the jurisdiction of organization or formation of the applicable Foreign
         Subsidiary to which such Local Lender makes a Local Credit Facility
         available.

                  "OBLIGATIONS" means (x) 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) and (y) solely for the purposes of
         the Guaranty and the Collateral Documents, the Local Credit Facility
         Guaranty Obligations owing by the Borrower to the applicable Local
         Lenders, and in the case of each of the foregoing clauses (x) and (y),
         whether such Obligations are 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.

                   "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 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 $400,000,000.

                  (b) Clause (i) of Section 2.01(b)(Facilities Increase) is
hereby amended and restated in its entirety to read as follows:

                  (i) The Borrower shall have the right to send to the Agents,
         after the Closing Date, a Facilities Increase Notice to request an
         increase in the aggregate principal amount of the Term Loan Facility
         (each a "FACILITIES INCREASE") to be effectuated by the disbursement of
         one or more


                                       3





         additional Term Loans (each, an "INCREMENTAL TERM LOAN") in excess of
         the Closing Date Term Loan, in a principal amount not to exceed
         $400,000,000 (inclusive of the First Facilities Increase) 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 four
         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.

                  (c) Clause (iii) of Section 4.04(c) (Conditions Precedent to
Each Facilities Increase) is amended by deleting the reference therein to
Section 6.14 (Financial Covenants) and inserting in lieu thereof a reference to
Section 7.13 (Financial Covenants).

                  (d) Clause (k) of Section 7.03 (Indebtedness) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  (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, (ii) any Foreign Subsidiary of the Borrower to
         the extent that the Dollar Equivalent of the aggregate outstanding
         principal amount of such Indebtedness (including any Indebtedness
         incurred pursuant to a Local Credit Facility) for all such Persons does
         not exceed the Dollar Equivalent of $120,000,000 at any time and (iii)
         Local Guaranty Obligations of the Borrower in respect of any Local
         Credit Facility permitted under this Agreement; provided, however, that
         neither the incurrence of any Local Credit Facility nor the incurrence
         of any Local Credit Facility Guaranty Obligations shall be permitted
         unless, both immediately before and after the incurrence thereof, (A)
         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 Indebtedness, (B) no Default or Event of
         Default shall have occurred and be continuing or would result therefrom
         and (C) 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) Section 7.11 (Burdensome Agreements) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  SECTION 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, other than (solely to the extent required by any Local
         Lender pursuant to the applicable Local Credit Facility Documents)
         customary restrictions in any Local Credit Facility Documents
         reasonably acceptable to the Agents or (b) of the Borrower or any
         Subsidiary to create, incur, assume or suffer to exist Liens on
         property of such Person, other than (i) 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 and (ii) solely to the extent required by any Local
         Lender pursuant to the applicable Local Credit Facility Documents,
         limitations on the ability of the applicable Foreign Subsidiary to
         create, incur, assume or suffer to exist Liens on the property of such
         Foreign Subsidiary reasonably acceptable to the Agents.




                                       4




                  (f) Clause Fifth of Section 8.03 (Application of Funds) of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                  Fifth, ratably among the Administrative Agent, the Lenders and
         the Local 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, L/C
         Borrowings and Local Credit Facility Guaranty Obligations, (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, L/C Borrowings and
         Local Credit Facility Guaranty Obligations 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;

         Section 4. Conditions to Effectiveness. This Amendment shall become
effective as of the date (the "EFFECTIVE DATE") on which each of the following
conditions precedent shall have been satisfied:

                  (a) Certain Documents. The Agents shall have received each of
the following, dated as of the Effective Date (unless otherwise agreed to by the
Agents), in form and substance satisfactory to Agents:

                  (i) this Amendment duly executed by the Borrower and the
         Administrative Agent;

                  (ii) the Consent and Agreement in the form attached hereto as
         Exhibit A, executed by each of the Guarantors;

                  (iii) the Acknowledgment and Consents, in the form set forth
         hereto as Exhibit B (each, a "Lender Consent"), executed by the Lenders
         constituting the Required Lenders;

                  (iv) a favorable opinion of Kane Kessler, P.C., counsel to the
         Borrower, in form and substance reasonably satisfactory to the Agents,
         addressed to the Agents and the Lenders and addressing such matters
         relating to this Amendment and the First Facilities Increase as any
         Lender through the Administrative Agent may reasonably request; and

                  (v) such additional documentation as the Lenders party to a
         Lender Consent may reasonably require.

                  (b) Corporate and Other Proceedings. All corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment shall be
satisfactory in all respects to the Agents and the Required Lenders.

                  (c) Representations and Warranties; No Defaults. The Agents,
for the benefit of the Agents and the Lenders, shall have received a certificate
of a Responsible Officer of the Borrower certifying that both before and after
giving effect to this Amendment (including, without limitation, the waiver set
forth in Section 1 (Waiver of Yield Maintenance Requirement)):




                                       5





                  (i) each of the representations and warranties set forth in
         Article V (Representations and Warranties) of the Credit Agreement and
         in the other Loan Documents shall be true and correct in all material
         respects on and as of the Effective 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
         representation and warranties shall have been true and correct in all
         material respects as of such earlier date; provided, however, that
         references therein to the Credit Agreement shall be deemed to refer to
         the Credit Agreement as amended by this Amendment and after giving
         effect to the waiver set forth herein; and

                  (ii) no Default or Event of Default shall have occurred and be
         continuing, either on the date hereof or on the Effective Date.

                  (d) Fees and Expenses. The Borrower shall have paid all fees
and expenses of the Agents due and payable by the Borrower pursuant to the Loan
Documents as of the date hereof, including, without limitation, all costs, fees
and expenses of the Agents in connection with the preparation, execution and
delivery of this Amendment, including the reasonable fees and out-of-pocket
expenses of counsel for the Agents with respect thereto.

         Section 5. Representations and Warranties. The Borrower, on behalf of
itself and the other Loan Parties, hereby represents and warrants to the
Administrative Agent and each Lender as follows:

                  (a) The execution, delivery and performance by each Loan Party
of this Amendment have been duly authorized by all requisite corporate or other
action on the part of such Loan Party and will not violate any of the
certificates of incorporation or by-laws (or equivalent constituent documents)
of such Loan Party.

                  (b) This Amendment has been duly executed and delivered by
each Loan Party, and each of this Amendment and the Credit Agreement as amended
or otherwise modified hereby constitutes the legal, valid and binding obligation
of such Loan Party, enforceable against such Loan Party in accordance with their
terms, except 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).

         Section 6. Reference to and Effect on the Loan Documents.

                  (a) As of the Effective Date, each reference in the Credit
Agreement and the other Loan Documents to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Credit Agreement as amended by this Amendment and after giving effect to the
waiver set forth in Section 1 (Waiver of Yield Maintenance Requirement).

                  (b) Except with respect to the waiver set forth in Section 1
(Waiver of Yield Maintenance Requirement) and to the extent amended hereby, the
Credit Agreement and all of the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.

                  (c) Except with respect to the waiver set forth in Section 1
(Waiver of Yield Maintenance Requirement) and to the extent amended hereby, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any Default or Event of Default or any right, power, privilege or
remedy of any Agent, any Lender or any L/C Issuer under the Credit Agreement or
any Loan Document, or constitute a waiver of any provision of the Credit
Agreement or any Loan Document.






                                       6



                  (d) The Borrower hereby confirms that the security interests
and Liens granted pursuant to the Loan Documents continue to secure the
Obligations and that such security interests and Liens remain in full force and
effect.

         Section 7. Costs and Expenses. As provided in Section 10.04 (Attorney
Costs, Expenses and Taxes) of the Credit Agreement, the Borrower agrees to
reimburse the Agents for all reasonable fees, costs and out-of-pocket expenses,
including the Attorney Costs for advice, assistance, or other representation in
connection with this Amendment.

         Section 8. Governing Law. This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.

         Section 9. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

         Section 10. Severability. The fact that any term or provision of this
Agreement is held invalid, illegal or unenforceable as to any person in any
situation in any jurisdiction shall not affect the validity, enforceability or
legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other
situation or jurisdiction or as applied to any person

         Section 11. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto 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 instrument.
Receipt by the Administrative Agent of a facsimile copy of an executed signature
page hereof shall constitute receipt by the Administrative Agent of an executed
counterpart of this Amendment.

         Section 12. Waiver of Jury Trial. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO
THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.



                            [SIGNATURE PAGES FOLLOW]



















                                       7






                  IN WITNESS WHEREOF, this Amendment has been duly executed on
the date set forth above.



                                       JARDEN CORPORATION,
                                       as Borrower

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

                                       CANADIAN IMPERIAL BANK OF COMMERCE,
                                       as Administrative Agent

                                       By:  /s/ William J. Koslo, Jr.
                                            ------------------------------------
                                            Name: William J. Koslo, Jr.
                                            Title: Managing Director

EX-10.2

                                                                                                       Exhibit 10.2


                 CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY.

Each of the undersigned Guarantors hereby consents to the terms of the foregoing
Amendment (including the amendment of the definition of the Obligations) and
agrees that the terms of the Amendment shall not affect in any way its
obligations and liabilities under any Loan Document (as such Loan Documents are
amended or otherwise expressly modified by the Amendment), all of which
obligations and liabilities shall remain in full force and effect and each of
which is hereby reaffirmed (as amended or otherwise expressly modified by the
Amendment). The Guarantors hereby confirm that the security interests and Liens
granted pursuant to the Loan Documents continue to secure the Obligations (as
such term is amended by the Amendment) and that such security interests and
Liens remain in full force and effect.

                                   ALLTRISTA NEWCO CORPORATION
                                   ALLTRISTA PLASTICS CORPORATION
                                   BICYCLE HOLDING, INC.
                                   HEARTHMARK, LLC
                                   JARDEN ACQUISITION I, INC.
                                   JARDEN ZINC PRODUCTS, INC.
                                   LEHIGH CONSUMER PRODUCTS CORPORATION
                                   LOEW-CORNELL, INC.
                                   QUOIN, LLC
                                   THE UNITED STATES PLAYING CARD COMPANY
                                   TILIA DIRECT, INC.
                                   TILIA INTERNATIONAL, INC.
                                   TILIA, 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 AMERICAS HOLDINGS, LIMITED
                                   SUNBEAM PRODUCTS, INC.
                                   THE COLEMAN COMPANY, INC.

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

EX-10.3

                                                                    Exhibit 10.3

                                 AMENDMENT NO. 1
                                     TO THE
                               JARDEN CORPORATION
                        2003 EMPLOYEE STOCK PURCHASE PLAN

         The following amendments are hereby made to the Jarden Corporation (the
"Company") 2003 Employee Stock Purchase Plan, as amended (the "Plan"):

         Section 6 of the Plan is hereby amended in its entirety and replaced by
the following new Section 6:


                            SECTION 6. PURCHASE PRICE

"The purchase price (the "Purchase Price") at which Common Stock may be acquired
in an Offering pursuant to the exercise of all or any portion of an Option shall
be 95% of the Fair Market Value of the Common Stock on the Purchase Date."

         Section 7 of the Plan is hereby amended in its entirety and replaced by
the following new Section 7:

            SECTION 7. ENROLLMENT AND PARTICIPATION IN THE PLAN

         "7.1 Enrollment. An Eligible Employee shall become a Participant on the
first Offering Date after satisfying the eligibility requirements and providing
to the Company during the enrollment period established by the Committee (the
"Enrollment Period") a payroll deduction authorization agreement prescribed by
the Committee for this purpose (the "Subscription"):

            (a) indicating the Eligible Employee's election to participate in
the Plan;

            (b) authorizing payroll deductions and stating the amount to be
deducted regularly from the Participant's Eligible Compensation; and

            (c) authorizing the purchase of Common Stock for the Participant in
each Offering.

            An Eligible Employee who does not deliver a Subscription as provided
above during the first 31 days of an Enrollment Period shall not participate in
the Plan for that Offering. However, an Eligible Employee may participate in a
subsequent Offering in the Plan by filing a Subscription with the Company prior
to or within the first 31 days of the Enrollment Period for such subsequent
Offering. The Company may, from time to time, change the Enrollment Period for a
future Offering as deemed advisable by the Committee for the proper
administration of the Plan.





         An employee who becomes eligible to participate in the Plan after an
Offering has commenced shall not be eligible to participate in such Offering but
may participate in any subsequent Offering, provided that such employee is still
an Eligible Employee as of the commencement of any such subsequent Offering.

         7.2 Duration of Participation. Once enrolled in the Plan, a Participant
shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the Plan under Section 12 or is no longer
employed by the Company as provided in Section 13.2.

         7.3 Grant of Option on Enrollment. Subject to the limitations set forth
herein, for each Offering, a Participant shall be deemed to have been granted an
option (an "Option") on the Offering Date to purchase on the Purchase Date up to
the maximum number of shares of Common Stock of the Company which may be
purchased by such Participant's payroll deductions accumulated during the
Offering at a price equal to the Purchase Price for such Offering as determined
in accordance with Section 6."























                                  CERTIFICATION

         The undersigned, being the Secretary of Jarden Corporation, a Delaware
corporation, hereby certifies that the foregoing is a true and complete copy of
Amendment No. 1 to the 2003 Employee Stock Purchase Plan, as duly adopted by the
Board of Directors of the Company on April 12, 2005, and that said Amendment No.
1 to the Jarden Corporation 2003 Employee Stock Purchase Plan is in full force
and effect on the date hereof, without further amendment or modification.


                                          /s/ Ian G.H. Ashken
                                          --------------------------------
                                          Secretary of Jarden Corporation