8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 16, 2008

Jarden Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-13665	35-1828377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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.

On April 16, 2008, Jarden Corporation (the “Company”) and Warburg Pincus Private Equity VIII, L.P. (“WP”) and certain of its affiliates (collectively, “Investor”) entered into an agreement (the “Agreement”), pursuant to which Investor irrevocably waived certain rights under the Purchase Agreement, dated as of September 19, 2004, by and among the Company and WP (the “Purchase Agreement”). Such rights included (1) the right to access the Company’s books, records, properties and personnel and similar information, (2) the right to designate a person to be recommended by the Company’s Governance and Nominating Committees (or any other committee exercising a similar function) and by the Company’s Board of Directors to serve as a director of the Company and to designate any replacement for such director, (3) the right to have a board observer and (4) the right to consent to the appointment of a new Company Chief Executive Officer, Chief Financial Officer or other person performing the duties of those positions. These changes will assist the Company in complying with certain gaming regulations that the Company is subject to as a result of the casino-related business conducted by the Company’s subsidiary, The United States Playing Card Company.

A copy of the Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement, dated as of April 16, 2008, between Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, WP-WPVIII Investors, L.P. and Jarden Corporation.

SIGNATURE

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

Dated: April 17, 2008
	JARDEN CORPORATION
	By:	/s/ John E. Capps
	Name:	John E. Capps
	Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Number	Exhibit
10.1	Letter Agreement, dated as of April 16, 2008, between Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, WP-WPVIII Investors, L.P. and Jarden Corporation.

EX-10.1

Exhibit 10.1

Warburg Pincus Private Equity VIII, L.P.

466 Lexington Avenue

New York, New York 10017

April 16, 2008

Jarden Corporation

555 Theodore Fremd Avenue

Rye, New York 10580

Ladies and Gentlemen:

We refer to the Purchase Agreement (the “Agreement”), dated as of September 19, 2004, between Jarden Corporation (the “Company”) and Warburg Pincus Private Equity VIII, L.P. (together with Warburg Pincus Netherlands Private Equity VIII C.V. I and WP-WPVIII Investors, L.P., the “Investor”). Capitalized terms used but not defined in this letter agreement shall have the meanings given to such terms in the Agreement.

Investor hereby irrevocably waives and relinquishes all rights under Section 3.3(a) of the Agreement (Access, Information) to which it or any of its representatives are entitled, irrespective of Investor’s ownership of Securities as a percentage of the Share Base.

Investor hereby irrevocably waives and relinquishes all rights under Section 4.4 of the Agreement (Governance Matters) to which it is entitled, irrespective of its ownership of Securities as a percentage of the Share Base.

In connection with the waiver of such rights in paragraphs two and three above, Investor agrees that the Company shall no longer be required to comply with its obligations under Sections 3.3(a) and 4.4 of the Agreement to the extent they relate to such rights.

This waiver relates only to the foregoing matters, and does not extend to any amendment, waiver or modification thereof, or any other agreements or transactions, whether or not similar or related to the foregoing. Except as expressly set forth herein, all of the terms and conditions of the Agreement shall remain in effect without modification, and the provisions of Article VI of the Agreement shall apply to this letter agreement mutatis mutandis.

Please acknowledge this waiver by signing this letter in the space provided below and returning a copy to the undersigned.

[Signature page follows.]

Very truly yours,
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By:	Warburg Pincus Partners LLC,
	its General Partner
By:	Warburg Pincus & Co.,
	its Managing Member
By:	/s/ Scott A. Arenare
Name:	Scott A. Arenare
Title:	Partner
WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII C.V. I
By:	Warburg Pincus Partners LLC,
	its General Partner
By:	Warburg Pincus & Co.,
	its Managing Member
By:	/s/ Scott A. Arenare
Name:	Scott A. Arenare
Title:	Partner
WP-WPVIII INVESTORS, L.P.
By:	Warburg Pincus Partners LLC,
	its General Partner
By:	Warburg Pincus & Co.,
	its Managing Member
By:	/s/ Scott A. Arenare
Name:	Scott A. Arenare
Title:	Partner

Accepted and agreed to as of the 16th day of April, 2008:
JARDEN CORPORATION
By:	/s/ John E. Capps
Name:	John E. Capps
Title:	Senior Vice President, General Counsel and Secretary