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) July 18, 2005
                                                          -------------

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



         Delaware                      0-21052                 35-1828377
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission              (IRS Employer
     of 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 July 18, 2005, Jarden Corporation (the "Company" or "Jarden")
entered into Amendment No. 2 to Credit Agreement and Amendment No. 1 to Pledge
and Security Agreement (the "Credit Amendment") to its (i) Credit Agreement,
dated as of January 24, 2005 (as amended by that certain Amendment No. 1, dated
as of April 11, 2005, and the Credit Amendment, the "Credit Agreement"), among
the Company, as borrower, the lenders and letters of credit issuers parties
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, and the (ii)
Pledge and Security Agreement, dated as of January 24, 2005 (as amended by the
Credit Amendment, the "Pledge and Security Agreement"), by the Company and each
of its subsidiaries parties thereto in favor of CIBC, as administrative agent.
The Credit Amendment was entered into in order to, among other things, (i)
increase the maximum aggregate principal amount of incremental term loans that
may be borrowed as a facilities increase thereunder from $400 million to $780
million (inclusive of the First Facilities Increase (as defined in the Credit
Agreement) and the Second Facilities Increase (as defined below); and (ii)
consent to the Holmes Acquisition (as defined below under Item 2.01). In
connection with the execution of the Credit Amendment, each existing guarantor
under the Credit Agreement consented to the terms of the Credit Amendment and
agreed that the terms of the Credit Amendment shall not affect in any way its
obligations and liabilities under any loan document by executing that certain
Consent, Agreement and Affirmation of Guaranty (the "Consent, Agreement and
Affirmation of Guaranty").

         Simultaneously with the execution of the Credit Amendment and the
Consent, Agreement and Affirmation of Guaranty, and pursuant to the terms of the
Credit Agreement, the Company obtained a facilities increase in an aggregate
principal amount of $380 million (the "Second Facilities Increase") and those
funds, combined with cash on hand, were used primarily to pay the cash
consideration of the Holmes Acquisition (See Item 2.01 for a description of the
Holmes Acquisition).

         A copy of the Credit 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 herein by reference as though they were
fully set forth herein. The foregoing summary description of the Credit
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 Credit Amendment and the
Consent, Agreement and Affirmation of Guaranty.




Item 2.01 Completion of Acquisition or Disposition of Assets.

         On July 18, 2005, the Company completed its acquisition of The Holmes
Group, Inc, ("THG"), a leading manufacturer and distributor of select home
environment and small kitchen electrics under well-recognized consumer brands,
including Bionaire(R), Crock-Pot(R), Harmony(R), Holmes(R), Patton(R), Rival(R),
Seal-a-Meal(R) and White Mountain(TM).

         Pursuant to the terms of the Agreement and Plan of Merger, dated June
28, 2005, as amended by Amendment No. 1 to the Agreement and Plan of Merger,
dated as of July 18, 2005 (the "Merger Agreement") the Company acquired through
a newly formed wholly owned subsidiary (the "Holmes Acquisition") all of the
equity interests of THG for approximately $420 million in cash, subject to
certain adjustments, and approximately 6.2 million shares of Jarden common stock
(after giving effect to a 3-for-2 stock split distributed to Jarden stockholders
on July 11, 2005).

         The cash portion of the merger consideration was financed through funds
obtained in the Second Facilities Increase and cash on hand (as described above
in Item 1.01).

         A copy of the Merger Agreement was filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K, Date of Event - June 28, 2005, filed with
the Commission on July 5, 2005, and is incorporated herein by reference as
though fully set forth herein. A copy of Amendment No. 1 to the Merger Agreement
is filed as Exhibit 2.2 and is incorporated herein by reference as though fully
set forth herein. The foregoing summary description of the Holmes Acquisition is
not intended to be complete and is qualified in its entirety by the complete
text of the Merger Agreement.

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 3.02 Unregistered Sales of Equity Securities

         See disclosure in Item 2.01 above, which is incorporated herein by
reference. The shares of common stock issued to the shareholders of THG pursuant
to the Merger Agreement 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. The
recipients of the securities in each such transaction represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and



appropriate legends were affixed to the share certificates issued in such
transactions. As of the date hereof, after taking in to account the Holmes
Acquisition, there are approximately 38,500,000 shares of Jarden common stock
issued and outstanding.

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

         On July 19, 2005, the Company filed with the Delaware Secretary of
State a Certificate of Elimination eliminating the Company's Series C Mandatory
Convertible Participating Preferred Stock (the "Series C Preferred Stock"). The
elimination of the Company's Series C Preferred Stock was approved by the
Company's Board of Directors and did not require a vote of stockholders. No
shares of the Company's Series C Preferred Stock were issued and outstanding on
the date that the Board of Directors approved the elimination of the Company's
Series C Preferred Stock or on the date that the Company filed the Certificate
of Elimination. The Certificate of Elimination is filed as Exhibit 3.1 hereto.

Item 9.01 Financial Statements and Exhibits

               (a) Financial Statements of the Business Acquired.

         The audited consolidated balance sheets of THG 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.

         Unaudited balance sheets of THG as of June 30, 2004 and 2005 and the
related unaudited consolidated statements of income and cash flows for each of
the six-months ended June 30, 2004 and 2005 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 Holmes Acquisition as if it had occurred on January 1, 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.

         Unaudited pro forma condensed consolidated balance sheet as of June 30,
2005 of the Company and unaudited pro forma condensed consolidated statement of
operations for the six months ended June 30, 2005 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

2.1         Agreement and Plan of Merger dated as of June 28, 2005 among Jarden
            Corporation, JCS/THG, LLC, The Holmes Group, Inc., Berkshire
            Investors, LLC, Berkshire Fund IV, Limited Partnership, Berkshire
            Fund V, Limited Partnership, Jordan A. Kahn, The Jordan A. Kahn
            Family Limited Partnership and the other parties on the signature
            pages thereto (filed as Exhibit 2.1 to the Company's Current Report
            on Form 8-K, filed with Commission on July 5, 2005, and incorporated
            herein by reference).

2.2         Amendment No. 1, dated July 18, 2005, to the Agreement and Plan of
            Merger dated as of June 28, 2005 among Jarden Corporation, JCS/THG,
            LLC, The Holmes Group, Inc., Berkshire Investors, LLC, Berkshire
            Fund IV, Limited Partnership, Berkshire Fund V, Limited Partnership,
            Jordan A. Kahn, The Jordan A. Kahn Family Limited Partnership and
            the other parties on the signature pages thereto.

3.1         Certificate of Elimination of the Series C Mandatory Convertible
            Participating Preferred Stock of Jarden Corporation.

10.1        Amendment No. 2 to the Credit Agreement and Amendment No. 1 to
            Pledge and Security Agreement dated July 18, 2005 by and among the
            Company and CIBC, as Administrative Agent.

10.2        Consent, Agreement and Affirmation of Guaranty.

99.1        Press Release, dated July 18, 1005, of Jarden Corporation.





                                   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: July 20, 2005

                                   JARDEN CORPORATION


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







                                  EXHIBIT INDEX

            Number                  Exhibit
            ------                  -------

              2.1                   Agreement and Plan of Merger dated as of
                                    June 28, 2005 among Jarden Corporation,
                                    JCS/THG, LLC, The Holmes Group, Inc.,
                                    Berkshire Investors, LLC, Berkshire Fund IV,
                                    Limited Partnership, Berkshire Fund V,
                                    Limited Partnership, Jordan A. Kahn, The
                                    Jordan A. Kahn Family Limited Partnership
                                    and the other parties on the signature pages
                                    thereto (filed as Exhibit 2.1 to the
                                    Company's Current Report on Form 8-K, filed
                                    with Commission on July 5, 2005, and
                                    incorporated herein by reference).

              2.2                   Amendment No. 1, dated July 18, 2005, to the
                                    Agreement and Plan of Merger dated as of
                                    June 28, 2005 among Jarden Corporation,
                                    JCS/THG, LLC, The Holmes Group, Inc.,
                                    Berkshire Investors, LLC, Berkshire Fund IV,
                                    Limited Partnership, Berkshire Fund V,
                                    Limited Partnership, Jordan A. Kahn, The
                                    Jordan A. Kahn Family Limited Partnership
                                    and the other parties on the signature pages
                                    thereto.

              3.1                   Certificate of Elimination of the Series C
                                    Mandatory Convertible Participating
                                    Preferred Stock of Jarden Corporation.

              10.1                  Amendment No. 2 to the Credit Agreement and
                                    Amendment No. 1 to Pledge and Security
                                    Agreement dated July 18, 2005 by and among
                                    the Company and CIBC, as Administrative
                                    Agent.

              10.2                  Consent, Agreement and Affirmation of
                                    Guaranty.

              99.1                  Press Release, dated July 18, 1005, of
                                    Jarden Corporation.

EX-2.2

                 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

         AMENDMENT NO. 1, dated July 18, 2005 (the "Amendment"), to the
AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2005 (the "Agreement"), by
and among Jarden Corporation, a Delaware corporation ("Purchaser"); JCS/THG,
LLC, a Delaware limited liability company and a wholly owned subsidiary of
Purchaser ("Merger Sub"); The Holmes Group, Inc., a Massachusetts Corporation
(the "Company"); Berkshire Investors LLC, a Massachusetts limited liability
company ("Berkshire LLC"); Berkshire Fund IV, Limited Partnership, a
Massachusetts limited partnership ("Berkshire IV"); Berkshire Fund V, Limited
Partnership, a Massachusetts limited partnership ("Berkshire V", and together
with Berkshire LLC, Berkshire IV, the "Berkshire Holders"); Jordan A. Kahn
("Kahn"); The Jordan A. Kahn Family Limited Partnership, a Delaware Limited
Partnership (the "Kahn FLP", and together with Kahn, the "Kahn Holders"; the
Kahn Holders and the Berkshire Holders are collectively referred to herein as
the "Principal Shareholders"); the other AI Shareholders that deliver a Joinder
Signature Page to the Company pursuant to the terms hereof; and Berkshire
Partners LLC, a Massachusetts limited liability company, as the Shareholders'
Representative.

                                R E C I T A L S
                                - - - - - - - -

         WHEREAS, the parties hereto desire to make certain amendments to the
Agreement;


         NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in the
Agreement, and intending to be legally bound hereby, the parties hereto agree to
amend the Agreement as follows:


                               TERMS OF AMENDMENT
                               ------------------

         SECTION 1. The definition of "Working Capital Target" contained in
Section 1.01 of the Agreement is hereby amended to read in its entirety as
follows:

     ""Working Capital Target" shall mean $145,046,000 as calculated in the
     manner described in Schedule 1.01(d) hereof, which is the average Working
     Capital over the trailing twelve month period ending on March 31, 2005
     calculated using the month end balance for each month during such period."

         SECTION 2. Schedule 1.01(d). In connection with revising the definition
of "Working Capital Target" set forth above, the Principal Shareholders deliver
herewith to Purchaser and Merger Sub a revised Schedule 1.01(d) to the Agreement
which is set forth as Exhibit A to this Agreement.

         SECTION 3. The definition of "Cash Consideration Increase Amount"
contained in Section 1.01 of the Agreement is hereby amended to read in its
entirety as follows:

     ""Cash Consideration Increase Amount" shall mean an amount equal to the sum
     of: (i) the Working Capital amount set forth on the Estimated WC/ NI
     Statement less the Working Capital Target (but only if the Working Capital
     is more than the Working Capital Target), (ii) the 2005 Tax Adjustment
     Amount, (iii) $89,738, representing one-



     half of the cost of the insurance premium paid by the Company relating to
     the insurance policies described in Schedule 1.01(b) hereto and (iv)
     $208,500, representing one-half of the payment made by the Company on July
     15, 2005 relating to the Cash Balance Plan."

         SECTION 4. The definition of "Current Assets" and "Current Liabilities"
contained in Section 1.01 of the Agreement are hereby amended to read in its
entirety as follows:

     ""Current Assets" shall mean the sum of the accounts receivable, inventory
     (including, inventory in transit), and current prepaid assets of the
     Company and each Company Subsidiary, each determined in accordance with
     GAAP; provided, that Current Assets shall not include any amount of cash,
     intangible assets and income tax assets (whether in the form of deposits,
     prepaids, refunds or other accruals representing tax attributes), other
     than $63,000 of US income tax receivables included in prepaid items.

     "Current Liabilities" shall mean the sum of the accounts payable and other
     current liabilities of the Company and each Company Subsidiary, each
     determined in accordance with GAAP; provided that Current Liabilities shall
     not include any amount of Indebtedness, income tax liabilities (whether in
     the form of accruals or deferrals), China ITT, accruals in respect to the
     Cash Balance Plan and severance payments to Kahn under the Termination
     Agreement."

         SECTION 5. The definition of "Expenses" contained in Section 1.01 of
the Agreement is hereby amended by deleting paragraph (iii) thereof and
replacing the semi-colon after paragraph (i) with the word "and".

         SECTION 6. The definition of "Losses" contained in Section 1.01 of the
Agreement is hereby amended to read in its entirety as follows:

     ""Losses" shall mean the full amount of all liabilities, damages, claims,
     deficiencies, fines, assessments, losses, Taxes, penalties, interest, costs
     and expenses (including, without limitation, reasonable fees and
     disbursements of counsel) of any kind or nature whatsoever which may at any
     time be imposed on, incurred by or asserted in any way against an
     Indemnified Party relating to the applicable matter, together with the
     related costs of enforcement and collection by the Indemnified Party
     against the Indemnifying Party; provided, however, that Losses shall not
     include (i) without duplication, any amounts reserved (except in the case
     of Special Indemnity Losses) against in the Financial Statements or, with
     respect to Current Liabilities, the Estimated Closing Balance Sheet or, if
     prepared, the Closing Balance Sheet and/or (ii) any indirect, punitive,
     special or exemplanary damages and unforeseen or other consequential
     damages."

         SECTION 7. The definition of "Working Capital" contained in Section
1.01 of the Agreement is hereby amended to read in its entirety as follows:

     ""Working Capital" shall mean, as of immediately prior to Closing,
     consolidated Current Assets less consolidated Current Liabilities, as
     calculated in a manner consistent with the calculation of the Working
     Capital Target."



         SECTION 8. Section 2.06. Section 2.06(a) and (b) of the Agreement is
hereby amended to read in its entirety as follows:

     "2.06 Cash Payment for Company Eligible Options; Termination of Option
     Plan. (a) Promptly after the Closing, but no later than two (2) Business
     Days after the Closing. Purchaser shall pay, or cause the Surviving Entity
     to pay, without interest, in cash to each Option Holder who executes and
     delivers an Option Holder Agreement to the Shareholders Representative, for
     the Eligible Options held by such Option Holder at the Effective Time, with
     respect to each share of Company Common Stock subject thereto: (i) an
     amount equal to the Merger Consideration Price Per Share less the per share
     exercise price of such Eligible Option (the "Option Consideration Amount"
     and with respect to all Eligible Options held by Option Holders who execute
     and deliver an Option Holder Agreement, the "Aggregate Option Consideration
     Amount") less (ii) the amount of any withholding that is required by
     applicable Tax Law and less (iii) such Option Holder's Option Indemnity
     Amount (the "Option Settlement Payment"). No Option Holder shall be
     entitled to receive the payments provided for in this Section 2.06(a)
     unless such Option Holder has executed an Option Holder Agreement, unless
     the execution thereof is waived by the Company or, to the extent
     applicable, by the Surviving Entity, or by the Shareholders' Representative
     after Closing.

     (b) Simultaneously with the payment by either Purchaser or the Surviving
     Entity to the Option Holder pursuant to 2.06(a) above, the Purchaser shall
     pay directly to the Paying Agent, for each Option Holder that has executed
     and delivered to the Company an Option Holder Agreement, an amount equal to
     the aggregate Option Indemnity Amount for all such Eligible Options. Each
     Company Option with an exercise price equal to or greater than the Merger
     Consideration Price Per Share shall be cancelled at the Closing without any
     consideration. Subject to the payments by Purchaser as set forth above, the
     Company and Principal Shareholders shall ensure (i) that the Option Plan
     and each other Company Option to purchase Company Common Stock shall
     terminate as of the Closing all in accordance with the terms thereof and
     (ii) that following the Closing no participant in the Option Plan or other
     plans, programs or arrangements shall have any right thereunder to acquire
     any capital stock of the Company, the Surviving Entity or any of its
     Subsidiaries, all in accordance with the terms thereof. On and after the
     date hereof, the Company shall grant no additional Company Options under
     the Option Plan or otherwise. All administrative and other rights and
     authorities granted under any Option Plan to the Company, the Board of
     Directors of the Company or any Committee or designee thereof, shall,
     following the Effective Time, reside with the Surviving Entity. No interest
     will be paid or will accrue in the cash payable upon surrender of any of
     the Company Options."

         SECTION 9. Section 8.01(f). Section 8.01(f) of the Agreement is hereby
amended to read in its entirety as follows:

     "(f) No 368(a) Disqualification Events. Neither Purchaser, Merger Sub, the
Company has taken or shall take any action that would prevent the Merger from
qualifying as a reorganization under Section 368(a) of the Code."



         SECTION 10. Merger Agreement in Full Force and Effect. Other than as
amended pursuant to Sections 1, 2, 3, 4, 5, 6, 7, 8 and 9 of this Amendment, the
Agreement shall remain in full force and effect.

         SECTION 11. Effectiveness. This Amendment to the Agreement shall be
effective as of the date of this Amendment, and all references to the Agreement
shall, from and after such time, be deemed to be references to the Agreement as
amended hereby.

         SECTION 12. The Principal Shareholders hereby represent that at least
66-2/3 % of the issued and outstanding shares of Company Common Stock have
approved the Amendment and the Amendment does not require any further approval
of the shareholders of the Company under the MBCA.

         SECTION 13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND PERFORMED IN SUCH STATE AND WITHOUT REGARD TO CONFLICTS OF
LAW DOCTRINES.

         SECTION 14. CONSENT TO JURISDICTION. EACH PARTY TO THIS AGREEMENT, BY
ITS EXECUTION HEREOF, (I) HEREBY IRREVOCABLY SUBMITS, AND AGREES TO CAUSE EACH
OF ITS SUBSIDIARIES TO SUBMIT, TO THE EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR IF JURISDICTION
THERETO IS NOT PERMITTED BY LAW, THE STATE COURTS OF THE STATE OF NEW YORK
LOCATED IN NEW YORK COUNTY) FOR THE PURPOSE OF ANY ACTION, CLAIM, CAUSE OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY PROCEEDING OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR RELATING TO THE
SUBJECT MATTER HEREOF, (II) HEREBY WAIVES, AND AGREES TO CAUSE EACH OF ITS
SUBSIDIARIES TO WAIVE, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND
AGREES NOT TO ASSERT, AND AGREES NOT TO ALLOW ANY OF ITS SUBSIDIARIES TO ASSERT,
BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT
IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT
ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH
PROCEEDING BROUGHT IN ONE OF THE ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT
AND (III) HEREBY AGREES NOT TO COMMENCE OR TO PERMIT ANY OF ITS SUBSIDIARIES TO
COMMENCE ANY ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR
OTHERWISE), INQUIRY PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON
THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF OTHER THAN BEFORE ONE OF
THE ABOVE-NAMED COURTS NOR TO MAKE ANY MOTION OR TAKE ANY OTHER ACTION SEEKING
OR INTENDING TO CAUSE THE TRANSFER OR REMOVAL OF ANY SUCH ACTION, CLAIM, CAUSE
OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION TO ANY COURT OTHER THAN ONE OF THE ABOVE-NAMED COURT WHETHER ON
THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE.



EACH PARTY HEREBY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY
MANNER PERMITTED BY NEW YORK LAW, AND AGREES THAT SERVICE OF PROCESS BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED
PURSUANT TO SECTION 12.11 OF THE AGREEMENT IS REASONABLY CALCULATED TO GIVE
ACTUAL NOTICE.

         SECTION 15. Miscellaneous. This Amendment may be executed in any number
of counterparts, each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, illegal, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

         SECTION 16. Defined Terms. Unless otherwise defined herein, all
capitalized terms used in this Amendment shall have the meaning ascribed to such
terms in the Agreement.


                            [SIGNATURE PAGE FOLLOWS]








         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

PURCHASER:                                COMPANY:

JARDEN CORPORATION                        THE HOLMES GROUP, INC.


By: /s/   Desiree DeStefano               By: /s/   Jordan A. Kahn
   ----------------------------------        -----------------------------------
   Name:  Desiree DeStefano                  Name:  Jordan A. Kahn
   Title: Executive Vice President of        Title: Chairman and Chief Executive
          Finance                                   Officer

MERGER SUB:                               SHAREHOLDERS' REPRESENTATIVE

JCS/THG, LLC                              BERKSHIRE PARTNERS LLC


By: /s/   Desiree DeStefano               By: /s/   Richard K. Lubin
   ----------------------------------        -----------------------------------
   Name:  Desiree DeStefano                  Name:  Richard K. Lubin
   Title: Vice President                     Title: Managing Director

PRINCIPAL SHAREHOLDERS:
                                          BERKSHIRE INVESTORS LLC


 /s/  Jordan A. Kahn                      By: /s/   Richard K. Lubin
- -------------------------------------        -----------------------------------
Name: Jordan A. Kahn                         Name:  Richard K. Lubin
                                             Title: Managing Director


THE JORDAN A. KAHN                        BERKSHIRE FUND IV, LIMITED
FAMILY LIMITED PARTNERSHIP                PARTNERSHIP

                                          By: Fourth Berkshire Associates LLC,
                                              General Partner

By: /s/   Jordan A. Kahn                  By: /s/   Richard K. Lubin
   ----------------------------------        -----------------------------------
   Name:  Jordan A. Kahn                     Name:  Richard K. Lubin
   Title: General Partner                    Title: Managing Member


                                          BERKSHIRE FUND V, LIMITED
                                          PARTNERSHIP
                                          By: Fifth Berkshire Associates LLC,
                                              General Partner

                                          By: /s/   Richard K. Lubin
                                             -----------------------------------
                                             Name:  Richard K. Lubin
                                             Title: Managing Member

EX-3.1

                        CERTIFICATE OF ELIMINATION OF THE
                         SERIES C MANDATORY CONVERTIBLE
                          PARTICIPATING PREFERRED STOCK
                                       OF
                               JARDEN CORPORATION

                       (PURSUANT TO SECTION 151(G) OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

     Jarden Corporation, a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), certifies
as follows:

     FIRST: The Certificate of Designations filed on January 19, 2005 and
constituting part of the Corporation's Restated Certificate of Incorporation, as
amended (the "Certificate of Designations") authorizes the issuance of 300,000
shares of a series of Preferred Stock designated as Series C Mandatory
Convertible Participating Preferred Stock, par value $0.01 per share, with a
stated value of $1,000 per share (the "Series C Preferred Stock").

     SECOND: Pursuant to the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware (the "DGCL"), the Board of Directors of
the Corporation adopted the following resolutions:

          RESOLVED, that none of the authorized share of the Series C Mandatory
          Convertible Participating Preferred Stock, par value $0.01 per share,
          (the "Series C Preferred Stock") are outstanding and none of the
          authorized shares of such series of preferred stock will be issued
          subject to the Certificate of Designations with respect to the Series
          C Preferred Stock filed on January 19, 2005 and constituting part of
          the Corporation's Restated Certificate of Incorporation, as amended
          (the "Certificate of Designations"); and

          RESOLVED, that the Secretary of the Corporation is authorized and
          directed to execute a Certificate of Elimination as provided by
          Section 151(g) of the DGCL in accordance with Section 103 of the DGCL,
          substantially in the form attached as an exhibit to these resolutions,
          with such changes therein as the Secretary may approve and as are
          permitted by the DGCL to be made by such officer, such approval to be
          conclusively evidenced by the Secretary's execution of such
          Certificate of Elimination, and to file the same forthwith in the
          Office of the Secretary of State of the State of Delaware, and when
          such Certificate of Elimination becomes effective, all references to
          the Series C Preferred Stock in the Restated Certificate of
          Incorporation, as amended of the Corporation shall be eliminated and
          the shares of Series C Preferred Stock shall resume the status of
          authorized and unused shares of preferred stock of the Corporation,
          without designation as to series.



     THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all
references to Series C Preferred Stock in the Certificate of Incorporation of
the Corporation hereby are eliminated, and the shares that were designated to
such series hereby are returned to the status of authorized but unissued shares
of the Preferred Stock of the Corporation, without designation as to series.









     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Desiree DeStefano, its Assistant Secretary, this 19th day of July,
2005.


                                             JARDEN CORPORATION
                                             /s/    Desiree DeStefano
                                             ----------------------------------
                                             Name:  Desiree DeStefano
                                             Title: Assistant Secretary

EX-10.1

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT
                                       AND
                AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT

         This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE
AND SECURITY AGREEMENT, dated as of July 18, 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 (i) the CREDIT AGREEMENT, dated as of January 24, 2005 (as
amended by that certain AMENDMENT NO. 1 dated as of April 11, 2005 and as
further 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 and (ii) the Pledge and
Security Agreement, dated as of January 24, 2005 (as amended, supplemented,
restated or otherwise modified from time to time, the "PLEDGE AND SECURITY
AGREEMENT"), among the Borrower, as a Grantor, and each other Grantor from time
to time party thereto, and the Administrative Agent. Unless otherwise specified
herein, all capitalized terms used in this Amendment shall have the meanings
ascribed to such terms in the Credit Agreement or the Pledge and Security
Agreement, as the context requires.

                              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, pursuant to Section 2.01(b) (Facilities Increase) of the
Credit Agreement, the Borrower has delivered a Facilities Increase Notice (the
"SECOND FACILITIES INCREASE NOTICE") to the Agents requesting a Facilities
Increase in an aggregate principal amount of $380,000,000 (the "SECOND
FACILITIES Increase"); and

         WHEREAS, the Borrower desires to acquire (the "THG ACQUISITION"),
directly or indirectly through JCS/THG, LLC, a Delaware limited liability
company and a newly formed, wholly-owned direct Subsidiary of the Borrower, all
of the outstanding Stock of The Holmes Group, Inc., a Massachusetts corporation
(the "THG") pursuant to the terms and conditions of that certain Agreement and
Plan of Merger (the "THG ACQUISITION Agreement") on the Effective Date (as
defined below); and

         WHEREAS, the Borrower has determined that the pledge by the applicable
Grantors of 100% of the Voting Stock of each of its Subsidiaries set forth on
Annex A (International Holding Companies and Specified Foreign Subsidiaries)
hereto (each, an "INTERNATIONAL HOLDING COMPANY") and 65% of the Voting Stock of
each Foreign Subsidiary of each International Holding Company set forth on Annex
A (International Holding Companies and Specified Foreign Subsidiaries) hereto
(each such Foreign Subsidiary, a "SPECIFIED FOREIGN SUBSIDIARY") may result in
significant tax consequences for the Borrower and its Subsidiaries; and

         WHEREAS, the Borrower has requested that the Lenders waive the yield
maintenance requirements specified in Section 4.04(d) (Yield Maintenance) of the
Credit Agreement applicable to the Second Facilities Increase and the
Incremental Term Loans borrowed pursuant thereto, waive the requirement of 30
days prior written notice of the THG Acquisition, consent to the THG
Acquisition,

                                       1


direct the Administrative Agent to release its Lien on 35% of the Voting Stock
of each International Holding Company and 100% of the Voting Stock of each
Specified Foreign Subsidiary and further amend the Credit Agreement and Pledge
and Security Agreement as set forth herein; 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
waivers, consents and amendments set forth herein; and

         WHEREAS, each Lender party to a Lender Consent collectively
constituting the Required Lenders (the "CONSENTING 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 Second Facilities
Increase and the Incremental Term Loans borrowed pursuant thereto, to waive the
requirement of 30 days prior written notice of the THG Acquisition, to consent
to the THG Acquisition, to direct the Administrative Agent to release its Lien
on 35% of the Voting Stock of each International Holding Company and 100% of the
Voting Stock of each Specified Foreign Subsidiary and to further amend the
Credit Agreement and Pledge and Security 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. Waivers and Consents.

         (a) Waivers. Effective as of the Effective Date and subject to the
satisfaction of the conditions set forth in Section 5 (Conditions to General
Effectiveness) hereof, the Consenting Lenders and the Administrative Agent
hereby:

               (1) Waiver of Yield Maintenance Requirement. Waive the yield
maintenance requirements specified in Section 4.04(d) (Yield Maintenance) of the
Credit Agreement applicable to the Second 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 Second Facilities
Increase to bear interest at the same rate of interest applicable to the Closing
Date Term Loans and the Incremental Term Loans made pursuant to the First
Facilities Increase.

               (2) Waiver of Notice of Acquisition. Waive the requirement that
the Agents shall have received at least 30 days' prior written notice of the THG
Acquisition.

               (3) Waiver of Notice of Facilities Increase. Waive the
requirement specified in Section 2.01(b) (Facilities Increase) that no
Facilities Increase shall be effective earlier than 10 days after the delivery
of the applicable Facilities Increase Notice to the Agents in respect of such
Facilities Increase solely to the extent necessary to permit the Second
Facilities Increase to become effective on the Effective Date.

         (b) Consent to Specified Transactions. Effective as of the Effective
Date and subject to the satisfaction of the conditions set forth in Section 5
(Conditions to General Effectiveness) hereof, the Consenting Lenders and the
Administrative Agent hereby:

               (1) consent to the THG Acquisition; provided, that at the time of
the THG Acquisition and after giving effect thereto:

                                       2


                         (i) no Default or Event of Default shall have occurred
          and be continuing and 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;

                         (ii) 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 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 the THG Acquisition,
          which certificate shall demonstrate that no Default or Event of
          Default would exist immediately after giving effect thereto;

                         (iii) promptly following the consummation of such
          Acquisition, THG and each of its Subsidiaries shall be a direct or
          indirect, wholly-owned Subsidiary of the Borrower; and

                         (iv) the Borrower 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, within the time periods for
          compliance contemplated therein; and

               (2) agree that the limitations on the Dollar Equivalent of
amounts payable in connection with Permitted Acquisitions shall not apply to the
THG Acquisition and the Borrower (or the applicable Subsidiary) shall be
permitted to make such THG Acquisition in addition to any other Permitted
Acquisitions made pursuant to Section 8.3(e)(ii) (Investments).

     Section 2. Certain 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):

         "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.

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

         "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

                                       3


     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 December 31, 2006, in an aggregate amount not to exceed
     $35,000,000, (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, (x) to the extent
     deducted in determining such Consolidated Net Income, any non-cash purchase
     accounting adjustment and any step-ups with respect to re-valuing assets
     and liabilities in connection with Permitted Acquisitions or any other
     Investments permitted under Section 7.02 (Investments), including with
     respect to Permitted Acquisitions or permitted Investments that were
     consummated prior to the Second Amendment Effective Date and (xi) other
     non-recurring charges and losses, whether cash or non-cash, during such
     period in an aggregate amount not to exceed $20,000,000, 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, September 30, 2004, December 31,
     2004 and March 31, 2005, 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).

         "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.

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

         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 plus tax refunds
     received in cash during such period to (ii) Consolidated Fixed Charges for
     such period.

         "INTERNATIONAL HOLDING COMPANY" means each Domestic Subsidiary of the
     Borrower that owns no assets or property other than the Voting Stock of one
     or more Foreign Subsidiaries. For purposes of this definition, "Voting
     Stock" means, as to any issuer, the issued and outstanding

                                       4


     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)).

         "L/C ISSUER" means (i) each of CIBC, CUSA, BofA (including with respect
to the Existing Letters of Credit and the Existing THG Letters of Credit) and
Wachovia (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.

         "PERMITTED ACQUISITION" means, collectively, (i) the AHI Acquisition,
(ii) the THG Acquisition and (iii) 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 $50,000,000, the
         Agents shall receive at least 15 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 $50,000,000, 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 $50,000,000, 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);

                                       5


                  (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 non-cumulative 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) $250,000,000 in any fiscal year or (B)
         $750,000,000 during any consecutive three fiscal year period.

         "SECOND AMENDMENT" means that certain Amendment No. 2 to this
     Agreement, dated as of July 18, 2005, among the Borrower and the
     Administrative Agent.

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

         "SECOND FACILITIES INCREASE" means that certain Facilities Increase
     effective on the Second Amendment Effective Date providing for Incremental
     Term Loans in an aggregate principal amount of $380,000,000.

         "TERM LOAN B1" means the Closing Date Term Loan and each Term Loan made
     pursuant to the First Facilities Increase.

         "TERM LOAN B2" means each Term Loan made pursuant to the Second
     Facilities Increase.

         "TERM LOAN FACILITY" means the Term Loan Commitments, the facility
     described in Section 2.01(a) (Closing Date Term Loan) 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) (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 $780,000,000.

         "THG" means The Holmes Group, Inc., a Massachusetts corporation.

         "THG ACQUISITION" means the Acquisition by the Borrower (or JCS/THG,
     LLC, a Delaware limited liability company and a newly formed, wholly-owned
     direct Subsidiary of the Borrower) of all of the outstanding Stock of THG
     pursuant to the terms and conditions of the THG Acquisition Agreement.

         "THG ACQUISITION AGREEMENT" means the Agreement and Plan of Merger,
     dated as of June 28, 2005, by and among the Borrower, as purchaser, THG,
     JCS/THG, LLC, the THG Sellers and Berkshire Partners LLC, as the
     Shareholders' Representative, together with all exhibits and schedules
     thereto.

                                       6


         "THG ACQUISITION DOCUMENTS" means, individually or collectively as the
     context may indicate, (i) the THG Acquisition 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 THG Sellers and
     the THG Companies, or any of them, related to or in connection with the THG
     Acquisition.

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

         "THG SELLERS" means, collectively, Berkshire Investors LLC, Berkshire
     Fund IV, Limited Partnership, Berkshire Fund V, Limited Partnership, Jordan
     A. Kahn, The Jordan A. Kahn Family Limited Partnership and each of the
     other shareholders party thereto.

         (b) The defined term "APPLICABLE MARGIN" in Section 1.01 (Defined
Terms) of the Credit Agreement is hereby amended by amending and restating
clause (a) of such definition in its entirety to read as follows:

         (a) (i) with respect to the Segments of the Term Loan B1 maintained as
(x) Base Rate Loans, a rate equal to 1.00% per annum and (y) Eurodollar Rate
Loans, a rate equal to 2.00% per annum; and

             (ii) with respect to the Segments of the Term Loan B2 maintained
as (x) Base Rate Loans, a rate equal to 0.75% per annum and (y) Eurodollar Rate
Loans, a rate equal to 1.75% per annum;

         (c) Section 1.03(c) (Accounting Terms) is hereby amended and restated
in its entirety to read as follows:

         (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:

               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 and the Senior
     Leverage 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, after giving effect
     to the AHI Acquisition and the THG Acquisition, in each case on a pro forma
     basis, Consolidated EBITDA for the Borrower and its Subsidiaries for the
     fiscal quarters ended June 30, 2004, September 30, 2004, December 31, 2004
     and March 31, 2005 for purposes of calculating the Total Leverage Ratio and
     the Senior Leverage Ratio shall be deemed to equal the amount set forth
     below opposite such fiscal quarter:


                                       7


         ---------------------------------------------------------------------
         FISCAL QUARTER ENDED:              CONSOLIDATED EBITDA:
         ---------------------------------------------------------------------
         June 30, 2004                      $98,934,000
         ---------------------------------------------------------------------
         September 30, 2004                 $134,241,000
         ---------------------------------------------------------------------
         December 31, 2004                  $127,253,000
         ---------------------------------------------------------------------
         March 31, 2005                     $59,359,000
         ---------------------------------------------------------------------

               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
     and the Senior Leverage 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 $50,000,000, 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.

               (d) 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
     additional Term Loans (each, an "INCREMENTAL TERM LOAN") in excess of the
     Closing Date Term Loan, in a principal amount not to exceed $780,000,000
     (inclusive of the First Facilities Increase

                                       8


     and the Second 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
     five 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.

               (e) Section 2.04 (Letters of Credit) is hereby amended by
inserting a new clause (o) immediately after clause (n) thereof to read in its
entirety as follows:

               (o) Existing THG Letters of Credit. Schedule 2.04 (o) (Existing
     THG Letters of Credit) contains a schedule of certain letters of credit
     issued prior to the Second Amendment Effective Date (the "EXISTING THG
     LETTERS OF CREDIT") by BofA for the account of THG or its applicable
     Subsidiary as specified on such Schedule 2.04(o) (Existing THG Letters of
     Credit). On the Second Amendment Effective Date (i) such Existing THG
     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 THG Letters of Credit) as if such
     Existing THG Letters of Credit had been issued on the Second Amendment
     Effective Date, (ii) the face amount of such Existing THG 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 THG Letters of Credit shall constitute
     Obligations. No Existing THG Letters of Credit converted in accordance with
     this clause (o) shall be amended, extended or renewed without the prior
     written consent of the Administrative Agent.

               (f) Section 2.06(e)(iii) (Mandatory Prepayments) of the Credit
Agreement is hereby amended by inserting immediately after the phrase "in the
aggregate;" at the end of the first proviso thereof the following:

               and provided, further, that the Borrower shall not be required to
     prepay the Loans with the Net Proceeds from any Disposition disclosed on
     Schedule 7.05 (Certain Dispositions) unless and to the extent such Net
     Proceeds exceed the Dollar Equivalent of $15,000,000;

               (g) Section 2.08 (Repayment of Loans) of the Credit Agreement is
hereby amended by deleting clauses (d) and (e) thereof and replacing such
clauses with the following clauses (d), (e) and (f):

               (d) the Term Loan B1 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                                                 $2,375,000

     September 30, 2005                                            $2,375,000

                                       9


     Date                                                            Amount
     ----                                                            ------
     December 31, 2005                                             $2,375,000

     March 31, 2006                                                $2,375,000

     June 30, 2006                                                 $2,375,000

     September 30, 2006                                            $2,375,000

     December 31, 2006                                             $2,375,000

     March 31, 2007                                                $2,375,000

     June 30, 2007                                                 $2,375,000

     September 30, 2007                                            $2,375,000

     December 31, 2007                                             $2,375,000

     March 31, 2008                                                $2,375,000

     June 30, 2008                                                 $2,375,000

     September 30, 2008                                            $2,375,000

     December 31, 2008                                             $2,375,000

     March 31, 2009                                                $2,375,000

     June 30, 2009                                                 $2,375,000

     September 30, 2009                                            $2,375,000

     December 31, 2009                                             $2,375,000

     March 31, 2010                                                $2,375,000

     June 30, 2010                                                 $2,375,000

     September 30, 2010                                            $2,375,000

     December 31, 2010                                             $2,375,000

     March 31, 2011                                               $223,312,500

     June 30, 2011                                                $223,312,500

     September 30, 2011                                           $223,312,500

     January 24, 2012                                             $223,312,500

               provided, however, that the Borrower shall repay the entire
     unpaid principal amount of such Term Loans on the applicable Term Loan
     Maturity Date;

               (e) the Term Loan B2 on the dates and in the amounts set forth
     below, subject to adjustments for prepayments made pursuant to Section 2.06
     (Prepayments):

                                       10


     Date                                                             Amount
     ----                                                             ------
     September 30, 2005                                              $950,000

     December 31, 2005                                               $950,000

     March 31, 2006                                                  $950,000

     June 30, 2006                                                   $950,000

     September 30, 2006                                              $950,000

     December 31, 2006                                               $950,000

     March 31, 2007                                                  $950,000

     June 30, 2007                                                   $950,000

     September 30, 2007                                              $950,000

     December 31, 2007                                               $950,000

     March 31, 2008                                                  $950,000

     June 30, 2008                                                   $950,000

     September 30, 2008                                              $950,000

     December 31, 2008                                               $950,000

     March 31, 2009                                                  $950,000

     June 30, 2009                                                   $950,000

     September 30, 2009                                              $950,000

     December 31, 2009                                               $950,000

     March 31, 2010                                                  $950,000

     June 30, 2010                                                   $950,000

     September 30, 2010                                              $950,000

     December 31, 2010                                               $950,000

     March 31, 2011                                                 $89,775,000

     June 30, 2011                                                  $89,775,000

     September 30, 2011                                             $89,775,000

     January 24, 2012                                               $89,775,000

               provided, however, that the Borrower shall repay the entire
     unpaid principal amount of such Term Loans on the applicable Term Loan
     Maturity Date; and

               (f) each other 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 such Incremental Term Loan on
     the applicable Term Loan Maturity Date.

                                       11


               (h) Section 6.14 (New Subsidiaries and Pledgors) is hereby
amended by amending and restating the proviso at the end of clause (a)(ii)
thereof to read in its entirety as follows:

               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, (III)
     solely to the extent that any Domestic Person that is an International
     Holding Company or a "disregarded entity" for purposes of the Code (each
     such International Holding Company or "disregarded entity", a "SPECIFIED
     ENTITY") owns the Equity Securities of any Non-U.S. Person, (A) any Voting
     Stock of such Specified Entity in excess of 65% of the total outstanding
     Voting Stock of such Specified Entity and (B) all of the Voting Stock that
     such Specified Entity owns in its Subsidiaries that are Non-U.S. Persons or
     (IV) any assets of any Foreign Subsidiary, unless (x) in the case of any of
     the foregoing clauses (I), (II), (III) or (IV), the Borrower and the Agents
     otherwise agree or (y) in the case of any of the foregoing clauses (I),
     (II) or (IV), the pledgor thereof is a Foreign Subsidiary and a Guarantor;

               (i) Section 7.01 (Liens) of the Credit Agreement is hereby
amended by inserting at the end thereof the following:

               Notwithstanding anything to the contrary in the foregoing, except
     for Liens granted to the Administrative Agent pursuant to the Collateral
     Documents, none of the Borrower or any other Loan Party shall create,
     incur, assume or suffer to exist any pledge of, or any other Lien upon, the
     Equity Securities of any International Holding Company or any Foreign
     Subsidiary of any International Holding Company.

               (j) Clause (d) of Section 7.02 (Investments) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

               (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 $65,000,000 in the aggregate
     at any time outstanding; provided that any Indebtedness in respect of such
     Investment is permitted under Section 7.03(e) (Indebtedness);

               (k) Clause (o) of Section 7.02 (Investments) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

               (o) other Investments in an aggregate outstanding principal
     amount not to exceed, at any time, the Dollar Equivalent of $45,000,000.

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

               (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 $50,000,000;

                                       12


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

               (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
     $35,000,000 at any time outstanding for all such Indebtedness permitted
     under this clause (iii);

               (n) 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 $30,000,000 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 $200,000,000 at any time; provided, however, that from and after
     December 31, 2005, such amount shall in no event exceed the sum of (A)
     $60,000,000 and (B) the aggregate amount of the proceeds of such
     Indebtedness that are repatriated to the Borrower or any Domestic
     Subsidiary as a dividend by such Foreign Subsidiary for which dividend the
     Borrower is able to obtain a U.S. tax deduction in the amount of 85% of
     such dividend pursuant to the requirements of the American Jobs Creation
     Act of 2004, and (iii) Local Credit Facility 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;

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

               (m) Indebtedness arising under Factoring Arrangements in an
     aggregate outstanding principal amount not to exceed $10,000,000; and

               (p) Clause (b) of Section 7.04 (Fundamental Changes) of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

               (b) Except as set forth on Schedule 7.04 (Certain Joint
     Ventures), enter into any joint venture or partnership with any Person; or

               (q) Clause (c) of Section 7.05 (Dispositions) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

               (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

                                       13


     the Fair Market Value of the property so disposed of is greater than the
     Dollar Equivalent of $30,000,000, 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;

               (r) Clause (i) of Section 7.05 (Dispositions) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

               (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 (x) in the case of any
     such Disposition described on Schedule 7.05 (Certain Dispositions),
     $15,000,000 and (y) in the case of any other such Dispositions, 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 clause
     (i)(y) of the immediately preceding proviso, the first $10,000,000 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).

               (s) Clause (b) of Section 7.06 (Lease Obligations;
Sale/Leasebacks) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

               (b) Except as set forth on Schedule 7.06 (Certain Sale and
     Leaseback Transactions), enter into any sale and leaseback transaction.

               (t) Section 7.07 (Restricted Payments) of the Credit Agreement is
hereby amended by deleting the word "and" at the end of clause (f) thereof,
deleting the "." at the end of clause (g) thereof and adding "; and" at the end
of such clause (g), and adding a new clause (h) as follows:

               (h) the Borrower may repurchase up to one million shares of its
     common stock at any time prior to the first anniversary of the Second
     Amendment Effective Date in an aggregate amount not to exceed $60,000,000;
     provided, however, that no such repurchase shall be permitted unless both
     immediately before and after the making of any such repurchase no Default
     or Event of Default shall have occurred and be continuing or would result
     therefrom.

               (u) Clause (b) of Section 7.11 (Burdensome Agreements) is hereby
amended and restated in its entirety to read as follows:

               (b) of the Borrower or any Subsidiary to create, incur, assume or
     suffer to exist Liens on property of such Person, other than (i) those
     Contractual Obligations set forth on Schedule 7.11(b) (Certain Burdensome
     Agreements) and (ii) 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.

               (v) Section 7.13(b) (Senior Leverage Ratio) of the Credit
Agreement is hereby amended by (i) deleting the reference to "3.25" opposite the
Four-Quarter Period ending June 30, 2005 and replacing such reference with a
reference to "3.35" and (ii) deleting the reference to "3.25" opposite the
Four-Quarter Period ending September 30, 2005 and replacing such reference with
a reference to "3.35".

                                       14


               (w) Section 7.15 (Capital Expenditures) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

               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                                     $100,000,000
- --------------------------------------------------------------------------------
December 31, 2006                                     $110,000,000
- --------------------------------------------------------------------------------
December 31, 2007                                     $110,000,000
- --------------------------------------------------------------------------------
December 31, 2008                                     $110,000,000
- --------------------------------------------------------------------------------
December 31, 2009                                     $110,000,000
- --------------------------------------------------------------------------------
December 31, 2010                                     $110,000,000
- --------------------------------------------------------------------------------
December 31, 2011 and thereafter                      $110,000,000
- --------------------------------------------------------------------------------

     ; provided that to the extent that actual Capital Expenditures for any such
     fiscal year of the Borrower shall be less than the maximum amount set forth
     above for such fiscal year (without giving effect to the carryover
     permitted by this proviso), 50% of the difference between said stated
     maximum amount of Capital Expenditures and such actual Capital Expenditures
     shall, in addition, be available for Capital Expenditures in 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.

               (x) Section 7.18 (Foreign Subsidiaries) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

     7.18 FOREIGN SUBSIDIARIES. Permit more than twenty percent (20%) 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.

               (y) Section 7.21 (Immaterial Subsidiaries) of the Credit
Agreement is hereby deleted and a new Section 7.21 (Status of International
Holding Companies) is hereby inserted in its place to read in its entirety as
follows:

     7.21 STATUS OF INTERNATIONAL HOLDING COMPANIES. Permit any International
     Holding Company to own any assets or property, or engage in any business or
     activity, other than (i) being a Guarantor with respect to the Obligations
     under the Loan Documents and the obligations of the Borrower under its
     Subordinated Notes, (ii) holding the Equity Securities of such
     International Holding Company's Foreign Subsidiaries, (iii) owning such
     other property consistent with its sole function as a holding company and
     (iv) engaging in any other activities reasonably incidental to the
     foregoing.

                                       15


     Section 3. Amendments to Schedules to the Credit Agreement.

         (a) A new Schedule 2.04(o) (Existing THG Letters of Credit) is hereby
added to the Credit Agreement with the contents thereof being as set forth in
Schedule 2.04(o) (Existing THG Letters of Credit) attached hereto.

         (b) Schedule 7.01 (Existing Liens) to the Credit Agreement is hereby
supplemented by adding to the contents thereto (at the end thereof) the contents
of Schedule 7.01 (Supplement to Existing Liens Schedule) hereto.

         (c) A new Schedule 7.04 (Certain Joint Ventures) is hereby added to the
Credit Agreement with the contents thereof being as set forth in Schedule 7.04
(Certain Joint Ventures) attached hereto.

         (d) A new Schedule 7.05 (Certain Dispositions) is hereby added to the
Credit Agreement with the contents thereof being as set forth in Schedule 7.05
(Certain Dispositions) attached hereto.

         (e) A new Schedule 7.06 (Certain Sale and Leaseback Transactions) is
hereby added to the Credit Agreement with the contents thereof being as set
forth in Schedule 7.06 (Certain Sale and Leaseback Transactions) attached
hereto.

         (f) A new Schedule 7.11(b) (Certain Burdensome Agreements) is hereby
added to the Credit Agreement with the contents thereof being as set forth in
Schedule 7.11(b) (Certain Burdensome Agreements) attached hereto.

     Section 4. Amendment to Pledge and Security Agreement. The defined term
"EXCLUDED EQUITY" in Section 1.1 (Definitions) of the Pledge and Security
Agreement is hereby amended and restated in its entirety to read as follows:

          "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 an
     International Holding Company or a "disregarded entity" for purposes of the
     Code (each such International Holding Company or "disregarded entity", a
     "SPECIFIED ENTITY") owns the Equity Securities of any Non-U.S. Person, (x)
     any Voting Stock of such Specified Entity in excess of 65% of the total
     outstanding Voting Stock of such Specified Entity and (y) all of the Voting
     Stock that such Specified Entity owns in its Subsidiaries that are Non-U.S.
     Persons. For 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)).

     Section 5. Conditions to General 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;

                                       16


         (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 Consenting Lenders;

         (iv) a copy of each THG Acquisition Document certified as being
     complete and correct by a Responsible Officer of the Borrower;

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

         (v) such additional documentation as the Consenting Required Lenders
     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 waivers and
consents set forth in Section 1 (Waivers and Consents)):

         (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 waivers and consents 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 6. 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.

                                       17


         (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 7. 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 or such other Loan Document as amended by this Amendment and after
giving effect to the waivers and consents set forth in Section 1 (Waivers and
Consents).

         (b) Except with respect to the waivers and consents set forth in
Section 1 (Waivers and Consents) 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 waivers and consents set forth in
Section 1 (Waivers and Consents) 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.

         (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 8. 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 9. L/C Issuer Matters. By executing and delivering a Lender
Consent, BofA (i) consents to its appointment as an L/C Issuer (including with
respect to the Existing Letters of Credit and the Existing THG Letters of
Credit) under the Credit Agreement and (ii) agrees to comply with the terms and
conditions of the Credit Agreement applicable to L/C Issuers and to perform in
accordance with their terms all of the obligations that, by the terms of the
Credit Agreement, are required to be performed by it as an L/C Issuer. In
connection with the foregoing, by executing and delivering this Amendment, each
of the Borrower and each of the Agents approves the appointment of BofA as a L/C
Issuer for all purposes under the Credit Agreement.

     Section 10. Release of Certain Collateral. By executing and delivering a
Lender Consent, each Consenting Lender authorizes and directs the Administrative
Agent to (a) release any Lien held by the Administrative Agent for the benefit
of the Lenders, the L/C Issuers and the other Secured Parties on (i) up to 35%
of the Voting Stock of each International Holding Company and (ii) 100% of the
Voting Stock of each Specified Foreign Subsidiary and (b) execute and deliver or
file such partial release statements, return any certificates evidencing up to
35% of the Voting Stock of any International Holding Company to the Borrower,
return any certificates evidencing 100% of the Voting Stock of any Specified
Foreign Subsidiary to the Borrower and do such other things, in each case, as
are necessary to effectuate

                                       18


the release of the Liens contemplated by this Amendment promptly upon the
occurrence of the Effective Date.

     Section 11. 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 12. 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 13. 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 14. 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 15. 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]






                                       19


         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

                                CANADIAN IMPERIAL BANK OF COMMERCE,
                                as Administrative Agent


                                By: /s/  Dean J. Decker
                                   -------------------------------------
                                   Name: Dean J. Decker
                                   Title: Managing Director CIBC World Markets,
                                          Corp., As Agent

                                By: /s/  Leonardo Fernandez
                                   -------------------------------------
                                   Name: Leonardo Fernandez
                                   Title: Executive Director CIBC World Markets,
                                          Corp., As Agent

                                CITICORP USA, INC.,
                                as Syndication Agent


                                By: /s/   Rob Ziemer
                                   -------------------------------------
                                   Name:  Rob Ziemer
                                   Title: Vice President

EX-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 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.
                                       L.A. SERVICES, INC.
                                       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-99.1

[JARDEN CORPORATION LETTERHEAD]


                                           FOR:  Jarden Corporation

                                       CONTACT:  Martin E. Franklin
                                                 Chairman and
                                                 Chief Executive Officer
                                                 914-967-9400

                                                 Investor Relations:
                                                 Cara O'Brien/Melissa Myron
                                                 Press: Evan Goetz/Alecia Pulman
                                                 Financial Dynamics
                                                 212-850-5600
FOR IMMEDIATE RELEASE
- ---------------------

          JARDEN CORPORATION COMPLETES ACQUISITION OF THE HOLMES GROUP,

RYE, NEW YORK - JULY 18, 2005 - JARDEN CORPORATION (NYSE:JAH) announced today
that it has completed the previously announced acquisition of The Holmes Group,
Inc ("Holmes") from Berkshire Partners LLC. The acquisition solidifies and
strengthens Jarden's Consumer Solutions business with an expanded portfolio of
leading products and brands to provide to retailers and consumers.

Privately-held Holmes supplies consumer products for the home environment and
kitchen markets and will be included within Jarden's Consumer Solutions segment.
Holmes' established relationships with major customers and its new product
development expertise has enabled it to secure leading market positions across
major product categories on a global basis, with market leading brands such as
Bionaire(R), Crock-Pot(R), Holmes(R), Patton(R), Rival(R) and White Mountain(R).

The merger consideration includes approximately $420 million in cash and 6.2
million shares of Jarden common stock. Holmes adds approximately $700 million in
annual sales, bringing Jarden's total annualized sales to approximately $3.4
billion.

Commenting on the transaction, Martin E. Franklin, Jarden's Chairman and Chief
Executive Officer, said, "Holmes' premier brands, complementary product mix,
solid margins, dedicated management team, and outstanding international presence
will immediately add to our bottom line while also providing additional
opportunities for future growth. By leveraging our combined strengths, we will
build a stronger, more robust



organization capable of delivering additional value to our shareholders. We are
very excited about this acquisition and look forward to updating you on our
progress."

Berkshire Partners has invested in mid-sized private companies for the past
twenty years through six investment funds with aggregate capital commitments of
approximately $3.5 billion. The firm's investment strategy is to seek companies
that have strong growth prospects and to partner with talented management teams
who are interested in being owners of the companies they operate. Berkshire has
developed specific industry experience in several areas including consumer
products, industrial manufacturing, transportation, communications, business
services, and retailing and related services. Berkshire has been an investor in
over 80 operating companies with more than $12.0 billion of acquisition value
and combined revenues in excess of $15.0 billion. Additional information may be
found at www.berkshirepartners.com.

Jarden Corporation is a leading provider of niche consumer products used in and
around the home, under well-known brand names including Ball(R), Bee(R),
Bicycle(R), Bionaire(R), Campingaz(R), Coleman(R), Crawford(R), Crock-Pot(R),
Diamond(R), First Alert(R), FoodSaver(R), Forster(R), Harmony(R), Health o
meter(R), Holmes(R), Hoyle(R), Kerr(R), Lehigh(R), Leslie-Locke(R),
Loew-Cornell(R), Mr. Coffee(R), Oster(R), Patton(R), Rival(R), Seal-a-Meal(R),
Sunbeam(R), VillaWare(R) and White Mountain(TM). Jarden operates through four
business segments: Branded Consumables, Consumer Solutions, Outdoor Solutions
and Other. Headquartered in Rye, N.Y., Jarden has over 16,000 employees
worldwide. For more information, please visit www.jarden.com.


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 requirements, growth in costs and expenses and the impact of
acquisitions, divestitures, restructurings and other unusual items, including
our ability to integrate and obtain the anticipated results from our acquisition
of The Holmes Group, Inc. and American Household, Inc. 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 as a result of certain factors. 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.

                                       ###