10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-13665

Jarden Corporation

(Exact name of registrant as specified in its charter)

Delaware	35-1828377
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 Theodore Fremd Avenue, Rye, New York	10580
(Address of principal executive offices)	(Zip code)

(914) 967-9400

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 26, 2010
Common Stock, par value $0.01 per share	91,875,000 shares

JARDEN CORPORATION

Quarterly Report on Form 10-Q

For the three and nine months ended September  30, 2010

INDEX

		Page Number
PART I.	FINANCIAL INFORMATION:	3
Item 1.	Financial Statements (unaudited):	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September  30, 2010 and 2009	3
	Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION:	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6.	Exhibits	35
Signatures
Exhibit Index

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per share amounts)

	Three months ended September 30,				Nine months ended September 30,
	2010		2009		2010		2009
Net sales	$	1,601.9	$	1,351.3	$	4,338.5	$	3,759.9
Cost of sales		1,144.0		954.5		3,159.9		2,714.4
Gross profit		457.9		396.8		1,178.6		1,045.5
Selling, general and administrative		281.1		237.7		892.8		706.8
Reorganization and acquisition-related integration costs, net		—		4.3		—		22.5
Impairment of goodwill and intangibles		0.7		—		19.0		—
Operating earnings		176.1		154.8		266.8		316.2
Interest expense, net		46.2		35.2		130.3		110.2
Income before taxes		129.9		119.6		136.5		206.0
Income tax provision		49.3		45.9		76.5		78.5
Net income	$	80.6	$	73.7	$	60.0	$	127.5
Earnings per share:
Basic	$	0.91	$	0.84	$	0.67	$	1.54
Diluted	$	0.90	$	0.83	$	0.67	$	1.53
Weighted average shares outstanding:
Basic		88.9		88.0		89.1		82.6
Diluted		89.6		88.8		89.9		83.4

See accompanying notes to condensed consolidated financial statements.

3

JARDEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per share data)

	September 30, 2010			December 31, 2009
Assets:
Cash and cash equivalents	$	456.1		$	827.4
Accounts receivable, net of allowances of $59.4 and $60.7 at September 30, 2010 and December 31, 2009, respectively		1,121.3			851.3
Inventories		1,405.1			974.1
Deferred taxes on income		161.8			153.2
Prepaid expenses and other current assets		162.6			182.0
Total current assets		3,306.9			2,988.0
Property, plant and equipment, net		646.5			505.7
Goodwill		1,626.1			1,518.4
Intangibles, net		1,024.9			926.8
Other assets		126.9			84.7
Total assets	$	6,731.3		$	6,023.6
Liabilities:
Short-term debt and current portion of long-term debt	$	432.1		$	520.3
Accounts payable		592.5			390.7
Accrued salaries, wages and employee benefits		178.9			162.3
Taxes on income		38.7			26.6
Other current liabilities		485.5			384.6
Total current liabilities		1,727.7			1,484.5
Long-term debt		2,523.6			2,145.9
Deferred taxes on income		341.6			300.9
Other non-current liabilities		342.9			325.5
Total liabilities		4,935.8			4,256.8
Commitments and contingencies (see Note 10)		—			—
Stockholders’ equity:
Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued at September 30, 2010 and December 31, 2009)		—			—
Common stock ($0.01 par value, 150 shares authorized, 92.7 and 90.9 shares issued at September 30, 2010 and December 31, 2009, respectively)		0.9			0.9
Additional paid-in capital		1,457.3			1,460.8
Retained earnings		381.9			344.7
Accumulated other comprehensive income (loss)		(20.4	)		(20.9	)
Less: Treasury stock (0.9 and 0.7 shares, at cost, at September 30, 2010 and December 31, 2009, respectively)		(24.2	)		(18.7	)
Total stockholders’ equity		1,795.5			1,766.8
Total liabilities and stockholders’ equity	$	6,731.3		$	6,023.6

See accompanying notes to condensed consolidated financial statements.

4

JARDEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Nine months ended September 30,
	2010			2009
Cash flows from operating activities:
Net income	$	60.0		$	127.5
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		103.0			94.4
Impairment of goodwill and intangibles		19.0			—
Venezuela hyperinflationary and devaluation charges		78.1			—
Other non-cash items		49.6			56.8
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		(135.1	)		(8.4	)
Inventory		(291.0	)		36.4
Accounts payable		124.3			35.6
Other assets and liabilities		6.3			5.9
Net cash provided by operating activities		14.2			348.2
Cash flows from financing activities:
Net change in short-term debt		59.1			(139.4	)
Proceeds from issuance of long-term debt		486.1			292.2
Payments on long-term debt		(258.2	)		(350.3	)
Proceeds from issuance of stock, net of transaction fees		4.0			203.3
Repurchase of common stock and shares tendered for taxes		(37.2	)		(0.5	)
Dividends paid		(21.4	)		—
Debt issuance costs		(17.7	)		(16.9	)
Other		(5.0	)		—
Net cash provided by (used in) financing activities		209.7			(11.6	)
Cash flows from investing activities:
Additions to property, plant and equipment		(95.6	)		(76.2	)
Acquisition of businesses, net of cash acquired and earnout payments		(489.5	)		(13.7	)
Other		9.8			(11.0	)
Net cash used in investing activities		(575.3	)		(100.9	)
Effect of exchange rate changes on cash and cash equivalents		(19.9	)		14.4
Net increase (decrease) in cash and cash equivalents		(371.3	)		250.1
Cash and cash equivalents at beginning of period		827.4			392.8
Cash and cash equivalents at end of period	$	456.1		$	642.9

See accompanying notes to condensed consolidated financial statements.

5

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements of Jarden Corporation and its subsidiaries (hereinafter referred to as the “Company” or “Jarden”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all adjustments that are, in the opinion of management, normal and recurring and necessary for a fair presentation of the results for the interim periods. The Condensed Consolidated Balance Sheet at December 31, 2009 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Supplemental Information

Stock-based compensation costs, which are included in selling, general and administrative expenses (“SG&A”), were $4.9 and $5.6 for the three months ended September 30, 2010 and 2009, respectively, and $25.5 and $19.1 for the nine months ended September 30, 2010 and 2009, respectively.

Interest expense is net of interest income of $1.0 and $1.9 for the three months ended September 30, 2010 and 2009, respectively, and $3.9 and $6.0, for the nine months ended September 30, 2010 and 2009, respectively.

Venezuela Operations

Effective January 1, 2010, the Company’s subsidiaries operating in Venezuela are considered under GAAP to be operating in a highly inflationary economy based on the use of the blended National Consumer Price Index (a blend of the National Consumer Price Index subsequent to January 1, 2008 and the Consumer Price Index for Caracas and Maracaibo prior to January 1, 2008), as the Venezuela economy exceeded the three year cumulative inflation rate of 100%. The Company’s financial statements of its subsidiaries operating in Venezuela are remeasured as if their functional currency were the U.S. dollar. As such, gains and losses resulting from the remeasurement of monetary assets and liabilities are reflected in current earnings.

On January 8, 2010, the Venezuelan government announced its intention to devalue its currency (Bolivar) relative to the U.S. dollar. The official exchange rate for imported goods classified as essential, such as food and medicine, changed from 2.15 to 2.60 Bolivars per U.S. dollar, while payments for other non-essential goods moved to an official exchange rate of 4.30 Bolivars per U.S. dollar. As such, beginning in 2010, the financial statements of the Company’s subsidiaries operating in Venezuela are remeasured at and are reflected in the Company’s consolidated financial statements at the official exchange rate of 4.30, which is the Company’s expected settlement rate.

As a result of the change in the official exchange rate to 4.30 Bolivars per U.S. dollar, the Company recorded a non-cash pre-tax loss of approximately $21.5 in the first quarter of 2010, primarily reflecting the write-down of monetary assets as of January 1, 2010. This charge is classified in SG&A.

In March 2010, the SEC provided guidance on certain exchange rate issues specific to Venezuela. This SEC guidance, in part, requires that any differences between the amounts reported for financial reporting purposes and actual U.S. dollar denominated balances that may have existed prior to the application of the highly inflationary accounting requirements (effective January 1, 2010 for the Company) should be recognized in the income statement. As a result of applying this SEC guidance, the results of operations for the nine months ended September 30, 2010 include a non-cash charge of $56.6 related to remeasuring $32.0 of U.S. dollar-denominated assets at the parallel exchange rate and subsequently translating at the official exchange rate. This charge, which was recorded during the first quarter of 2010, is classified in SG&A. At December 31, 2009, and prior to the application of the accounting guidance for operating in a highly inflationary economy, the $56.6 was deferred and recorded in other assets. This SEC guidance was codified by the Financial Accounting Standards Board (the “FASB”) in May 2010, with the issuance of Accounting Standards Update (“ASU”) 2010-19.

6

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

New Accounting Guidance

In July 2010, the FASB issued ASU No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU 2010-20”). ASU 2010-20 requires companies to provide additional disclosures about the credit quality of their financing receivables and the credit reserves held against them. The additional disclosures include, in part, aging of past due receivables, credit quality indicators and the modification of financing receivables. ASU 2010-20 also requires companies to disaggregate new and existing disclosures based on how the allowance for credit losses is developed and credit exposures are managed. Short-term trade accounts receivable and receivables measured at fair value or lower of cost or fair value are exempt from the quantitative disclosure requirements of ASU 2010-20. ASU 2010-20 is effective for interim and annual reporting periods beginning on or after December 15, 2010. Since ASU 2010-20 requires only additional disclosures concerning financing receivables and the allowance for credit losses, the adoption of ASU 2010-20 will not affect the consolidated financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued ASU 2009-13, “Revenue Recognition.” ASU 2009-13 requires companies to allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other third-party evidence of value is not available. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010, with earlier application permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

Adoption of New Accounting Guidance

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures.” ASU 2010-06 requires companies to provide additional disclosures related to transfers in and out of Level 1 and Level 2 and in the reconciliation of Level 3 fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning on or after December 15, 2009, except for the disclosures related to the reconciliation of Level 3 fair value measurements, which will be effective for fiscal years beginning on or after December 15, 2010, and for interim periods within those fiscal years. Since ASU 2010-06 requires only additional disclosures, the adoption of ASU 2010-06 did not affect the consolidated financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued authoritative accounting guidance (“Guidance”) that, in part, amends derecognition guidance for transfers of financial assets, eliminates the exemption from consolidation for qualifying special-purpose entities and requires certain additional disclosures. This Guidance is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and was effective for the Company beginning in 2010. The adoption of the provisions of this Guidance did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued Guidance that amends the consolidation guidance applicable to variable interest entities. The provisions of this Guidance require entities to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This Guidance also requires an enterprise to assess on an ongoing basis to determine whether it is a primary beneficiary or has an implicit responsibility to ensure that a variable interest entity operates as designed. This Guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009 and was effective for the Company beginning in 2010. In January 2010, the FASB indefinitely deferred certain consolidation provisions of this Guidance. The adoption of the provisions of this Guidance did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

2. Acquisitions

On April 1, 2010, the Company acquired the Mapa Spontex Baby Care and Home Care businesses (“Mapa Spontex”) of Total S.A. (“Total”), through the acquisition of certain of Total’s subsidiaries for a Euro purchase price of approximately €200 (approximately $275), subject to certain adjustments (the “Acquisition”). The total value of the transaction, including debt assumed and or repaid, was approximately €305 (approximately $415). Mapa Spontex is a global manufacturer and distributor of primarily baby care and home care products with leading market positions in Argentina, Brazil and Europe in the core categories it serves. Its baby care portfolio includes feeding bottles, soothers, teats and other infant accessories sold primarily under the Fiona^®, First Essentials^®, Lillo^®, NUK^® and Tigex^® brands; and health care products, including condoms sold under the Billy Boy^® brand. Its home care portfolio includes sponges, rubber gloves and related cleaning products for industrial, professional and retail uses sold primarily under the Mapa^® and Spontex^® brands. The Acquisition is expected to expand the Company’s product offerings and distribution channels into new, attractive categories and further diversify revenue streams and increase the Company’s international presence. The Acquisition is consistent with the Company’s strategy of purchasing leading, niche consumer-oriented brands with attractive cash flows and strong management. Mapa Spontex is reported in the Company’s Branded Consumables segment and is included in the Company’s results of operations from April 1, 2010 (the “Acquisition Date”).

7

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

Based on the Company’s preliminary independent valuation, which is subject to further refinement, the Company allocated the total purchase price, net of cash acquired, to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the Acquisition Date. Based on the purchase price allocation, net of cash acquired, the Company allocated approximately $13 of the purchase price to identified tangible net assets and $103 of the purchase price to identified intangible assets. The Company recorded the excess of the purchase price over the aggregate fair values of $124 as goodwill.

During 2010, the Company also completed one tuck-in acquisition that by nature is complementary to the Company’s core businesses and from an accounting standpoint was not significant.

For the nine months ended September 30, 2010, cost of sales includes a $25.3 charge for the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory, primarily related to the Acquisition.

For the nine months ended September 30, 2010, SG&A includes $20.6 in transaction costs related to these acquisitions.

3. Inventories

Inventories are comprised of the following at September 30, 2010 and December 31, 2009:

(in millions)	September 30, 2010		December 31, 2009
Raw materials and supplies	$	251.0	$	190.5
Work in process		82.0		64.6
Finished goods		1,072.1		719.0
Total inventories	$	1,405.1	$	974.1

4. Property, Plant and Equipment

Property, plant and equipment, net, consist of the following at September 30, 2010 and December 31, 2009:

(in millions)	September 30, 2010			December 31, 2009
Land	$	49.7		$	37.6
Buildings		284.8			226.5
Machinery and equipment		940.6			780.5
		1,275.1			1,044.6
Less: Accumulated depreciation		(628.6	)		(538.9	)
Total property, plant and equipment, net	$	646.5		$	505.7

Depreciation of property, plant and equipment was $32.8 and $28.1 for the three months ended September 30, 2010 and 2009, respectively, and $90.5 and $82.1 for the nine months ended September 30, 2010 and 2009, respectively.

5. Goodwill and Intangibles

Goodwill activity for the nine months ended September 30, 2010 is as follows:

										September 30, 2010
(in millions)	Net Book Value at December 31, 2009		Acquisitions		Impairment Charge			Foreign Exchange and Other Adjustments		Gross Carrying Amount		Accumulated Impairment Charges			Net Book Value
Goodwill
Outdoor Solutions	$	660.6	$	—	$	—		$	—	$	679.1	$	(18.5	)	$	660.6
Consumer Solutions		491.5		—		—			0.5		492.0		—			492.0
Branded Consumables		344.8		124.3		(17.3	)		0.2		635.9		(183.9	)		452.0
Process Solutions		21.5		—		—			—		21.5		—			21.5
	$	1,518.4	$	124.3	$	(17.3	)	$	0.7	$	1,828.5	$	(202.4	)	$	1,626.1

8

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

During the second quarter of 2010, the Company recorded a non-cash charge of $17.3 to reflect impairment of goodwill in the Company’s Branded Consumables segment. The impairment was due to a decrease in the fair value of forecasted cash flows, reflecting the deterioration of revenues and margins in this segment’s Arts and Crafts business due to a decline in 2010 of forecasted sales to a major customer.

Intangibles activity for the nine months ended September 30, 2010 is as follows:

(in millions)	Gross Carrying Amount at December 31, 2009		Acquisitions		Impairment Charge (1)			Accumulated Amortization and Foreign Exchange			Net Book Value at September 30, 2010		Amortization Periods (years)
Intangibles
Patents	$	7.2	$	—	$	—		$	(1.6	)	$	5.6		12-30
Non-compete agreements		3.7		—		—			(3.6	)		0.1		1-5
Manufacturing process and expertise		30.9		5.3		—			(27.3	)		8.9		3-7
Brand names		3.2		14.4		—			(1.5	)		16.1		4-10
Customer relationships and distributor channels		151.7		26.6		—			(29.2	)		149.1		10-35
Trademarks and tradenames		781.0		66.3		(1.7	)		(0.5	)		845.1		indefinite
	$	977.7	$	112.6	$	(1.7	)	$	(63.7	)	$	1,024.9

(1) Primarily comprised of a $1.0 non-cash charge recorded within the Branded Consumables segment in the second quarter of 2010, to reflect the impairment of certain tradenames within this segment’s Arts and Crafts business. The impairment was due to a decrease in the fair value of forecasted cash flows, reflecting the deterioration of revenues and margins in the business due to a decline in 2010 of forecasted sales to a major customer.

Amortization of intangibles was $3.7 and $4.6 for the three months ended September 30, 2010 and 2009, respectively, and $12.5 and $12.3 for the nine months ended September 30, 2010 and 2009, respectively.

6. Warranty Reserve

The warranty reserve activity for the nine months ended September 30, 2010 is as follows:

(in millions)	2010
Warranty reserve at January 1,	$	85.5
Acquisitions and other adjustments		0.5
Provisions for warranties issued, net		93.4
Warranty claims paid		(92.8	)
Warranty reserve at September 30,	$	86.6

7. Debt

Debt is comprised of the following at September 30, 2010 and December 31, 2009:

(in millions)	September 30, 2010			December 31, 2009
Senior Credit Facility Term Loans	$	1,062.5		$	1,320.7
8% Senior Notes due 2016		293.4			292.7
7 1/2% Senior Subordinated Notes due 2017		650.0			650.0
7 1/2% Senior Subordinated Notes due 2020		471.7			—
Securitization Facility due 2013		300.0			250.0
Revolving Credit Facility		—			—
2% Subordinated Note due 2012		98.1			97.2
Non-U.S. borrowings		67.3			42.8
Other		12.7			12.8
Total debt (1)		2,955.7			2,666.2
Less: current portion		(432.1	)		(520.3	)
Total long-term debt	$	2,523.6		$	2,145.9

(1) At September 30, 2010 and December 31, 2009, the carrying value of total debt approximates fair market value.

9

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

In January 2010, the Company completed a registered public offering for $492 aggregate principal amount of 7 ¹/2% senior subordinated notes due 2020 and received approximately $476 in net proceeds. The offering consisted of two tranches: a U.S. dollar tranche with aggregate principal amount of $275 and a Euro tranche with aggregate principal amount of €150 or approximately $217. The Company used the net proceeds to repay $250 of the senior credit facility (the “Facility”) term loans, with the balance used for general corporate purposes. Beginning in January 2015, the Company may redeem all or part of the senior subordinated notes due 2020 at specified redemption prices ranging from 100% to 103.75% of the principal amount, plus accrued and unpaid interest to the date of redemption. These notes are subject to similar restrictive and financial covenants as the Company’s existing senior notes and senior subordinated notes.

In July 2010, the Company entered into an amendment to the securitization facility that increased maximum borrowings from $250 to $300 and extended the term for three years until July 2013. Following the renewal, the borrowing rate margin is 2.0% and the unused line fee is 0.95% per annum.

In August 2010, the Company entered into an amendment to the Facility that, in part, extended the maturity date of approximately $358 principal amount of existing term loans from January 2012 to January 2015 through the creation of a new Term B5 tranche of the Facility; and increased the gross availability of the existing revolving credit facility from $100 to $150 and extended the maturity date until January 2015. The Term B5 loans bear interest of LIBOR plus 3.25%.

In September 2010, the Company designated its Euro-denominated 7 ¹/2% senior subordinated notes due 2020, with an aggregate principal balance of €150 (the “Hedging Instrument”), as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-denominated subsidiaries. Foreign currency gains and losses on the Hedging Instrument are recorded as an adjustment to accumulated other comprehensive income (loss) (“AOCI”).

8. Derivative Financial Instruments

Interest Rate Contracts

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps are used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps are used to reduce the Company’s risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision.

Fair Values Hedges

During the nine months ended September 30, 2010, the Company terminated $625 notional amount outstanding in swap agreements that exchange a fixed rate of interest for a variable interest rate and received $3.1 in net proceeds. These floating rate swaps were not designated as effective hedges for accounting purposes and the fair market value gains or losses are included in the results of operations.

Cash Flow Hedges

During July 2010, the Company entered into an aggregate $400 notional amount of interest rate swaps that exchange a variable rate of interest (LIBOR) for an average fixed rate of interest of approximately 1.6% over the term of the agreements, which mature on December 31, 2013. These swaps are forward-starting and are effective commencing December 31, 2010 ($200 notional amount) and December 31, 2011 ($200 notional amount). The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (LIBOR) payments.

At September 30, 2010, the Company had $850 notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments and have maturity dates through December 2013. At September 30, 2010, the weighted average fixed rate of interest on these swaps was 2.2%. The effective portion of the after tax fair value gains or losses on these swaps is included as a component of AOCI.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain U.S. dollar-based debt of foreign subsidiaries. At September 30, 2010, the Company had a $22.5 notional amount cross-currency swap that exchanges Canadian dollars for U.S. dollars.

10

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

This swap exchanges the variable interest rate bases of the U.S. dollar balance (three-month U.S. LIBOR plus a spread of 175 basis points) and the equivalent Canadian dollar balance (three-month CAD BA plus a spread of 192 basis points). This swap is designated as fair value hedge on a U.S. dollar-based term loan of a Canadian subsidiary. Changes in the fair market value of this cross-currency swap are recorded as an offset to the corresponding long-term debt.

Forward Foreign Currency Contracts

The Company uses forward foreign currency contracts (“foreign currency contracts”) to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales and have maturity dates through June 2012. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCI and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of income as the underlying hedged item. At September 30, 2010, the Company had approximately $530 notional amount of foreign currency contracts outstanding that are designated as cash flow hedges of forecasted inventory purchases and sales.

At September 30, 2010, the Company had outstanding approximately $93 notional amount of foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through August 2011. Fair market value gains or losses are included in the results of operations and are classified in SG&A.

In January 2010, the Company entered into foreign currency contracts to purchase €125 as a hedge against the Euro purchase price of the Acquisition (see Note 2). These foreign currency contracts, which matured on April 1, 2010, were not designated as effective hedges for accounting purposes and an $8.5 fair market value loss was recognized and included in the results of operations.

Commodity Contracts

The Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Company’s raw materials. These commodity-based derivatives provide the Company with maximum cost certainty, and in certain instances allow the Company to benefit should the cost of the commodity fall below certain dollar levels. At September 30, 2010, the Company had outstanding approximately $14.6 notional amount of commodity-based derivatives that are not designated as effective hedges for accounting purposes and have maturity dates through March 2011. Fair market value gains or losses are included in the results of operations and are classified in SG&A.

The following table presents the fair value of derivative financial instruments as of September 30, 2010 and December 31, 2009:

	September 30, 2010				December 31, 2009
	Fair Value of Derivatives				Fair Value of Derivatives
(in millions)	Asset (a)		Liability (a)		Asset (a)		Liability (a)
Derivatives designated as effective hedges:
Cash flow hedges:
Interest rate swaps	$	—	$	11.2	$	—	$	15.2
Foreign currency contracts		5.1		18.8		3.7		10.4
Fair value hedges:
Cross-currency swaps		—		3.3		—		2.8
Subtotal		5.1		33.3		3.7		28.4
Derivatives not designated as effective hedges:
Interest rate swaps – cash flow hedges		—		—		—		0.9
Interest rate swaps – fair value hedges		—		—		—		15.5
Foreign currency contracts		1.5		2.0		0.8		1.0
Commodity contracts		0.7		0.1		1.3		—
Subtotal		2.2		2.1		2.1		17.4
Total	$	7.3	$	35.4	$	5.8	$	45.8
(a) Consolidated balance sheet location:
Asset: Other non-current assets
Liability: Other non-current liabilities

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JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

The following table presents gain and loss activity (on a pretax basis) for the three and nine months ended September 30, 2010 and 2009 related to derivative financial instruments designated as effective hedges:

	Three Months Ended September 30, 2010									Three Months Ended September 30, 2009
	Gain/(Loss)									Gain/(Loss)
(in millions)	Recognized in OCI (a) (effective portion)			Reclassified from  AOCI to Income			Recognized in Income (b)			Recognized in OCI (a) (effective portion)			Reclassified from  AOCI to Income			Recognized in Income (b)
Derivatives designated as effective hedges:
Cash flow hedges:
Interest rate swaps	$	(1.8	)		0.4		$	—		$	1.0		$	1.2		$	—
Foreign currency contracts		(13.3	)		(0.9	)		(1.7	)		(10.7	)		5.1			(1.2	)
Total	$	(15.1	)		(0.5	)	$	(1.7	)	$	(9.7	)	$	6.3		$	(1.2	)
Location of gain/(loss) in the consolidated results of operations:
Net sales				$	—		$	—					$	(0.1	)	$	—
Cost of sales					(0.9	)		—						5.2			—
SG&A					—			(1.7	)					—			(1.2	)
Interest expense					0.4			—						1.2			—
Total				$	(0.5	)	$	(1.7	)				$	6.3		$	(1.2	)

	Nine Months Ended September 30, 2010									Nine Months Ended September 30, 2009
	Gain/(Loss)									Gain/(Loss)
(in millions)	Recognized in OCI (a) (effective portion)			Reclassified from  AOCI to Income			Recognized in Income (b)			Recognized in OCI (a) (effective portion)			Reclassified from  AOCI to Income			Recognized in Income (b)
Derivatives designated as effective hedges:
Cash flow hedges:
Interest rate swaps	$	4.0			1.9		$	—		$	10.8		$	3.5		$	—
Foreign currency contracts		(11.3	)		(7.5	)		(2.7	)		(10.8	)		20.6			(4.4	)
Total	$	(7.3	)		(5.6	)	$	(2.7	)	$	—		$	24.1		$	(4.4	)
Location of gain/(loss) in the consolidated results of operations:
Net sales				$	0.4		$	—					$	(0.5	)	$	—
Cost of sales					(7.9	)		—						21.1			—
SG&A					—			(2.7	)					—			(4.4	)
Interest expense					1.9			—						3.5			—
Total				$	(5.6	)	$	(2.7	)				$	24.1		$	(4.4	)

(a) Represents effective portion recognized in Other Comprehensive Income (“OCI”).

(b) Represents portion excluded from effectiveness testing.

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JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

The following table presents gain and loss activity (on a pretax basis) for the three and nine months ended September 30, 2010 and 2009 related to derivative financial instruments not designated as effective hedges:

	Gain/(Loss) Recognized in Income (a)
	Three Months  Ended September 30,						Nine Months  Ended September 30,
(in millions)	2010			2009			2010			2009
Derivatives not designated as effective hedges:
Cash flow hedges:
Interest rate swaps	$	—		$	0.3		$	0.9		$	0.8
Foreign currency contracts		(2.0	)		(1.0	)		(9.2	)		0.9
Commodity contracts		1.0			0.8			0.6			7.0
Fair value hedges:
Interest rate swaps		—			—			18.6			—
Total	$	(1.0	)	$	0.1		$	10.9		$	8.7

(a) Classified in SG&A.

9. Fair Value Measurements

GAAP defines three levels of inputs that may be used to measure fair value and requires that the assets or liabilities carried at fair value be disclosed by the input level under which they were valued. The input levels are defined as follows:

Level 1:	Quoted market prices in active markets for identical assets and liabilities.
Level 2:	Observable inputs other than defined in Level 1, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:	Unobservable inputs that are not corroborated by observable market data.

The following tables summarize assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2010 and December 31, 2009:

	September 30, 2010								December 31, 2009
	Fair Value Asset (Liability)								Fair Value Asset (Liability)
(in millions)	Level 1		Level 2			Total			Level 1		Level 2			Total
Derivatives:
Assets	$	—	$	—		$	—		$	—	$	0.1		$	0.1
Liabilities		—		(28.1	)		(28.1	)		—		(40.1	)		(40.1	)
Available for sale securities		11.6		—			11.6			18.9		—			18.9

Derivative assets and liabilities relate to interest rate swaps, foreign currency contracts and commodity contracts (see Note 8). Fair values are determined by the Company using market prices obtained from independent brokers or determined using valuation models that use as their basis readily observable market data that is actively quoted and can be validated through external sources, including independent pricing services, brokers and market transactions. Available-for-sale securities are valued based on quoted market prices in actively traded markets.

The following table summarizes the assets that are measured at Level 3 fair value on a non-recurring basis at September 30, 2010 and December 31, 2009:

(in millions)	September 30, 2010		December 31, 2009
Goodwill	$	6.4	$	23.7
Intangible assets		34.5		30.9

At September 30, 2010 and December 31, 2009, goodwill of certain reporting units and certain intangible assets are recorded at fair value based upon the Company’s impairment testing and as circumstances require.

13

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

The Company’s goodwill and indefinite-lived intangibles are fair valued using methods such as discounted cash flows and market multiple methods. Goodwill impairment testing requires significant use of judgment and assumptions including the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values and discount rates. The testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions (such as the estimation of cash flow projections, terminal values and discount rates).

10. Contingencies

The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company or certain of its subsidiaries have been identified by the United States Environmental Protection Agency (“EPA”) or a state environmental agency as a Potentially Responsible Party (“PRP”) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries are currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. It is possible that, as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

Environmental

The Company’s operations are subject to certain federal, state, local and foreign environmental laws and regulations in addition to laws and regulations regarding labeling and packaging of products and the sales of products containing certain environmentally sensitive materials.

In addition to ongoing environmental compliance at its operations, the Company also is actively engaged in environmental remediation activities, the majority of which relate to divested operations and sites. Various of the Company’s subsidiaries have been identified by the EPA or a state environmental agency as a PRP pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites (collectively, the “Environmental Sites”). The Company has established reserves to cover the anticipated probable costs of investigation and remediation, based upon periodic reviews of all sites for which they have, or may have, remediation responsibility. The Company accrues environmental investigation and remediation costs when it is probable that a liability has been incurred, the amount of the liability can be reasonably estimated and their responsibility for the liability is established. Generally, the timing of these accruals coincides with the earlier of formal commitment to an investigation plan, completion of a feasibility study or a commitment to a formal plan of action. The Company accrues its best estimate of investigation and remediation costs based upon facts known at such dates, and because of the inherent difficulties in estimating the ultimate amount of environmental costs, which are further described below, these estimates may materially change in the future as a result of the uncertainties described below. Estimated costs, which are based upon experience with similar sites and technical evaluations, are judgmental in nature and are recorded at discounted amounts without considering the impact of inflation and are adjusted periodically to reflect changes in applicable laws or regulations, changes in available technologies and receipt by the Company of new information. It is difficult to estimate the ultimate level of future environmental expenditures due to a number of uncertainties surrounding environmental liabilities. These uncertainties include the applicability of laws and regulations, changes in environmental remediation requirements, the enactment of additional regulations, uncertainties surrounding remediation procedures including the development of new technology, the identification of new sites for which various of the Company’s subsidiaries could be a PRP, information relating to the exact nature and extent of the contamination at each Environmental Site and the extent of required cleanup efforts, the uncertainties with respect to the ultimate outcome of issues which may be actively contested and the varying costs of alternative remediation strategies.

Due to the uncertainty described above, the Company’s ultimate future liability with respect to sites at which remediation has not been completed may vary from the amounts reserved as of September 30, 2010.

The Company believes that the costs of completing environmental remediation of all sites for which the Company has a remediation responsibility have been adequately reserved and that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Litigation

The Company and/or its subsidiaries are involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for defending such actions. The costs are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are based upon the Company’s assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any

14

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

relevant information about the plaintiffs and other significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. The Company believes that anticipated probable costs of litigation matters have been adequately reserved to the extent determinable. Based on current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Product Liability

As a consumer goods manufacturer and distributor, the Company and/or its subsidiaries face the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods.

The Company and/or its subsidiaries are therefore party to various personal injury and property damage lawsuits relating to their products and incidental to its business. Annually, the Company sets its product liability insurance program which is an occurrence-based program based on the Company and its subsidiaries’ current and historical claims experience and the availability and cost of insurance. The Company’s product liability insurance program generally includes a self-insurance retention per occurrence.

Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all years in which the Company is liable under its self-insurance retention have been accrued as liabilities. Such accrued liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of claims and other relevant factors); thus, the Company’s ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected in current operating results.

Based on current information, the Company believes that the ultimate conclusion of the various pending product liability claims and lawsuits of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

11. Stockholders’ Equity

In March 2010, the Company’s Board of Directors (the “Board”) authorized a $50 increase in the Company’s existing stock repurchase program to allow the Company to repurchase an aggregate of up to $150 of its common stock. During the three and nine months ended September 30, 2010, the Company repurchased approximately 0.4 million and 1.1 million shares, respectively, of its common stock under this stock repurchase program at a per share average price of $26.73 and $28.57, respectively. At September 30, 2010, approximately $68 remains available under this stock repurchase program.

In August 2010, the Board declared a quarterly cash dividend of $0.0825 per share of the Company’s common stock or approximately $8, paid on October 29, 2010 to stockholders of record as of the close of business on October 1, 2010.

12. Earnings Per Share

The computations of the weighted average shares outstanding for the three and nine months ended September 30, 2010 and 2009 are as follows:

	Three months  ended September 30,				Nine months  ended September 30,
(in millions)	2010		2009		2010		2009
Weighted average shares outstanding:
Basic		88.9		88.0		89.1		82.6
Dilutive share-based awards		0.7		0.8		0.8		0.8
Diluted		89.6		88.8		89.9		83.4

Stock options and warrants to purchase 2.8 million and 3.0 million shares of the Company’s common stock at September 30, 2010 and 2009, respectively, had exercise prices that exceeded the average market price of the Company’s common stock for the three months ended September 30, 2010 and 2009, respectively. As such, these share-based awards did not affect the computation of diluted earnings per share.

15

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

13. Comprehensive Income

The components of comprehensive income for the three and nine months ended September 30, 2010 and 2009 are as follows:

	Three months  ended September 30,						Nine months  ended September 30,
(in millions)	2010			2009			2010			2009
Net income	$	80.6		$	73.7		$	60.0		$	127.5
Foreign currency translation		51.2			29.0			0.3			43.6
Derivative financial instruments		(9.7	)		(10.7	)		(1.0	)		(17.4	)
Accrued benefit costs		0.6			0.6			1.0			1.8
Unrealized gain (loss) on investment		1.2			(0.1	)		0.2			(0.3	)
Comprehensive income	$	123.9		$	92.5		$	60.5		$	155.2

14. Employee Benefit Plans

The components of pension and postretirement benefit expense for the three and nine months ended September 30, 2010 and 2009 are as follows:

	Pension Benefits
	Three months ended September 30,
	2010									2009
(in millions)	Domestic			Foreign			Total			Domestic			Foreign			Total
Service cost	$	—		$	0.4		$	0.4		$	—		$	0.2		$	0.2
Interest cost		4.4			0.7			5.1			4.6			0.5			5.1
Expected return on plan assets		(3.4	)		(0.4	)		(3.8	)		(3.2	)		(0.2	)		(3.4	)
Amortization, net		0.9			—			0.9			1.3			—			1.3
Net periodic expense		1.9			0.7			2.6			2.7			0.5			3.2
Settlements		—			—			—			0.1			—			0.1
Total expense	$	1.9		$	0.7		$	2.6		$	2.8		$	0.5		$	3.3

	Nine months ended September 30,
	2010									2009
(in millions)	Domestic			Foreign			Total			Domestic			Foreign			Total
Service cost	$	0.1		$	1.1		$	1.2		$	0.1		$	0.6		$	0.7
Interest cost		13.2			1.8			15.0			13.8			1.3			15.1
Expected return on plan assets		(10.2	)		(1.0	)		(11.2	)		(9.4	)		(0.6	)		(10.0	)
Amortization, net		2.5			—			2.5			3.7			—			3.7
Net periodic expense		5.6			1.9			7.5			8.2			1.3			9.5
Settlements		—			—			—			0.4			—			0.4
Total expense	$	5.6		$	1.9		$	7.5		$	8.6		$	1.3		$	9.9

	Postretirement Benefits
	Three months  ended September 30,						Nine months  ended September 30,
(in millions)	2010			2009			2010			2009
Service cost	$	0.1		$	—		$	0.2		$	—
Interest cost		0.2			0.1			0.5			0.3
Amortization, net		(0.2	)		(0.2	)		(0.6	)		(0.6	)
Net periodic expense	$	0.1		$	(0.1	)	$	0.1		$	(0.3	)

16

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

15. Reorganization and Acquisition-Related Integration Costs

The Company did not incur any reorganization and acquisition-related integration costs (collectively, “reorganization costs”) for the three and nine months ended September 30, 2010. Reorganization costs for the three and nine months ended September 30, 2009 are as follows:

	Three months ended September 30, 2009
(in millions)	Employee Terminations		Other Charges		Impairment		Total
Charged to Results of Operations:
Outdoor Solutions	$	1.6	$	2.7	$	—	$	4.3
Consumer Solutions		—		—		—		—
Total	$	1.6	$	2.7	$	—	$	4.3
	Nine months ended September 30, 2009
(in millions)	Employee Terminations		Other Charges		Impairment		Total
Charged to Results of Operations:
Outdoor Solutions	$	11.0	$	7.4	$	0.9	$	19.3
Consumer Solutions		3.2		—		—		3.2
Total	$	14.2	$	7.4	$	0.9	$	22.5

Outdoor Solutions Segment Reorganization Costs

Reorganization costs in the Outdoor Solutions segment relate to plans to rationalize the overall cost structure of this segment through headcount reductions and facility consolidation. These plans consist of restructuring the Company’s domestic and European paintball operations, realigning distribution and warehouse facilities both domestically and in Europe, rationalizing manufacturing operations in the Far East and integrating various 2009 tuck-in acquisitions. Employee termination charges for the three and nine months ended September 30, 2009 relate to the implementation of these initiatives.

For the three and nine months ended September 30, 2009, other charges include lease and moving costs ($0.2 and $0.7, respectively), contract termination fees ($0.5 and $1.0, respectively), professional fees ($1.2 and $2.7, respectively) and other costs ($0.8 and $3.0, respectively).

As of September 30, 2010, $1.2 of severance and other employee benefit-related costs and $4.1 of other costs (primarily lease obligations) remain accrued for reorganization initiatives in the Outdoor Solutions segment.

Consumer Solutions Segment Reorganization Costs

Reorganization costs in the Consumer Solutions segment relate to plans to rationalize the overall cost structure of this segment through headcount reductions. Employee termination charges for the nine months ended September 30, 2009 relate to these plans.

As of September 30, 2010, $6.7 of costs (primarily lease obligations) remain accrued for reorganization initiatives in the Consumer Solutions segment.

Accrued Reorganization Costs

The activity related to accrued reorganization costs as of and for the nine months ended September 30, 2010 is as follows:

(in millions)	Accrual Balance at December 31, 2009		Reorganization Costs, net		Payments			Foreign Currency and Other			Accrual Balance at September 30, 2010
Severance and other employee-related	$	10.7	$	—	$	(9.4	)	$	(0.1	)	$	1.2
Other costs		18.7		—		(8.6	)		0.7			10.8
Total	$	29.4	$	—	$	(18.0	)	$	0.6		$	12.0

17

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

16. Segment Information

The Company reports four business segments: Outdoor Solutions, Consumer Solutions, Branded Consumables and Process Solutions.

The Company’s sales are principally within the United States. The Company’s international operations are mainly based in Asia, Canada, Europe and Latin America. The Company and its chief operating decision maker use “segment earnings” to measure segment operating performance.

The Outdoor Solutions segment manufactures or sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities. For general outdoor activities, Coleman^® is a leading brand for active lifestyle products, offering an array of products that include camping and outdoor equipment such as air beds, camping stoves, coolers, foldable furniture, gas and charcoal grills, lanterns and flashlights, propane fuel, sleeping bags, tents and water recreation products such as inflatable boats, kayaks and tow-behinds. The Outdoor Solutions segment is also a leading provider of fishing equipment under brand names such as Abu Garcia^®, All Star^®, Berkley^®, Fenwick^®, Gulp!^®, JRC™, Mitchell^®, Penn^®, Pflueger^®, Sevenstrand^®, Shakespeare^®, Spiderwire^®, Stren^®, Trilene^®, Ugly Stik^® and Xtools^®. Team sports equipment for baseball, softball, football, basketball, field hockey and lacrosse products are sold under brand names such as deBeer^®, Gait^®, Miken^®, Rawlings^® and Worth^®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as Atlas^®, Full Tilt^®, K2^®, Line^®, Little Bear^®, Madshus^®, Marker^®, Morrow^®, Ride^®, Tubbs^®, Völkl^® and 5150 Snowboards^®. Water sports equipment, personal flotation devices and all-terrain vehicle gear are sold under brand names such as Helium^®, Hodgman^®, Mad Dog Gear^®, Sevylor^®, Sospenders^® and Stearns^®. The Company also sells high performance technical and outdoor apparel and equipment under brand names such as Ex Officio^®, Marmot^®, Planet Earth^® and Zoot^®.

The Consumer Solutions segment manufactures or sources, markets, and distributes a diverse line of household products, including kitchen appliances and personal care and wellness products for home use. This segment maintains a strong portfolio of globally recognized brands including Bionaire^®, Crock-Pot^®, FoodSaver^®, Health o meter^®, Holmes^®, Mr. Coffee^®, Oster^®, Patton^®, Rival^®, Seal-a-Meal^®, Sunbeam^® and Villaware^®. The principal products in this segment include clippers and trimmers for professional use in the beauty and barber and animal categories; electric blankets, mattress pads and throws; household kitchen appliances, such as blenders, coffeemakers, irons, mixers, slow cookers, toasters, toaster ovens and vacuum packaging machines; personal care and wellness products, such as air purifiers, fans, heaters and humidifiers, for home use; products for the hospitality industry; and scales for consumer use.

The Branded Consumables segment manufactures or sources, markets and distributes a broad line of branded consumer products, many of which are affordable, consumable and fundamental household staples, including arts and crafts paint brushes, children’s card games, clothespins, collectible tins, condoms, cord, rope and twine, feeding bottles, fencing, fire extinguishing products, firelogs and firestarters, home canning jars and accessories, kitchen matches, other craft items, pacifiers, plastic cutlery, playing cards and accessories, rubber gloves and related cleaning products, safes, security cameras, security doors, smoke and carbon monoxide alarms, soothers, sponges, storage organizers and workshop accessories, teats, toothpicks, window guards and other accessories. This segment markets our products under the Aviator^®, Ball^®, Bee^®, Bernardin^®, Bicycle^®, Billy Boy^®, BRK^®, Crawford^®, Diamond^®, Dicon^®, Fiona^®, First Alert^®, First Essentials^®, Forster^®, Hoyle^®, Java-Log^®, KEM^®, Kerr^®, Lehigh^®, Leslie-Locke^®, Lillo^®, Loew-Cornell^®, Mapa^®, NUK^®, Pine Mountain^®, Spontex^®, Tigex^® and Wellington^® brand names, among others. We distribute these products through club, drug, e-commerce, grocery, hardware, home center, mass merchant and specialty retail customers and deliver these products to thousands of “ship to” locations.

The Process Solutions segment manufactures, markets and distributes a wide variety of plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging. Many of these products are consumable in nature or represent components of consumer products. Our materials business produces specialty nylon polymers, conductive fibers and monofilament used in various products, including woven mats used by paper producers and weed trimmer cutting line, as well as fiberglass radio antennas for marine, citizen band and military applications. This segment is also the largest North American producer of niche products fabricated from solid zinc strip and are the sole source supplier of copper plated zinc penny blanks to the United States Mint and a major supplier to the Royal Canadian Mint, as well as a supplier of brass, bronze and nickel plated finishes on steel and zinc for coinage to other international markets. In addition, the Company manufactures a line of industrial zinc products marketed globally for use in the architectural, automotive, construction, electrical component and plumbing markets.

18

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

Segment information as of and for the three and nine months ended September 30, 2010 and 2009 is as follows:

		Three months ended September 30, 2010
(in millions)	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations			Total Operating Segments			Corporate/ Unallocated			Consolidated
Net sales	$	604.7		$	534.0		$	393.0		$	83.5		$	(13.3	)	$	1,601.9		$	—		$	1,601.9
Segment earnings (loss)		83.9			75.0			61.5			7.8			—			228.2			(14.9	)		213.3
Adjustments to reconcile to reported operating earnings (loss):
Impairment of goodwill and intangibles		—			(0.7	)		—			—			—			(0.7	)		—			(0.7	)
Depreciation and amortization		(15.3	)		(7.1	)		(10.7	)		(2.9	)		—			(36.0	)		(0.5	)		(36.5	)
Operating earnings (loss)	$	68.6		$	67.2		$	50.8		$	4.9		$	—		$	191.5		$	(15.4	)	$	176.1
Other segment data:
Total assets	$	2,621.7		$	1,960.4		$	1,678.4		$	198.6		$	—		$	6,459.1		$	272.2		$	6,731.3
		Three months ended September 30, 2009
(in millions)	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations			Total Operating Segments			Corporate/ Unallocated			Consolidated
Net sales	$	565.7		$	510.3		$	224.6		$	60.8		$	(10.1	)	$	1,351.3		$	—		$	1,351.3
Segment earnings (loss)		85.0			86.7			36.6			7.6			—			215.9			(24.1	)		191.8
Adjustments to reconcile to reported operating earnings (loss):
Reorganization costs		(4.3	)		—			—			—			—			(4.3	)		—			(4.3	)
Depreciation and amortization		(17.3	)		(7.4	)		(4.9	)		(2.9	)		—			(32.5	)		(0.2	)		(32.7	)
Operating earnings (loss)	$	63.4		$	79.3		$	31.7		$	4.7		$	—		$	179.1		$	(24.3	)	$	154.8
		Nine months ended September 30, 2010
(in millions)	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations			Total Operating Segments			Corporate/ Unallocated			Consolidated
Net sales	$	1,914.7		$	1,252.5		$	946.9		$	265.2		$	(40.8	)	$	4,338.5		$	—		$	4,338.5
Segment earnings (loss)		253.1			164.5			134.3			28.2			—			580.1			(73.4	)		506.7
Adjustments to reconcile to reported operating earnings (loss):
Fair value adjustment to inventory		—			—			(25.3	)		—			—			(25.3	)		—			(25.3	)
Transaction costs (1)		—			—			—			—			—			—			(14.5	)		(14.5	)
Venezuela hyperinflationary and devaluation charges (see Note 1)		—			—			—			—			—			—			(78.1	)		(78.1	)
Impairment of goodwill and intangibles		—			(0.7	)		(18.3	)		—			—			(19.0	)		—			(19.0	)
Depreciation and amortization		(46.9	)		(20.7	)		(25.7	)		(8.7	)		—			(102.0	)		(1.0	)		(103.0	)
Operating earnings (loss)	$	206.2		$	143.1		$	65.0		$	19.5		$	—		$	433.8		$	(167.0	)	$	266.8
		Nine months ended September 30, 2009
(in millions)	Outdoor Solutions			Consumer Solutions			Branded Consumables			Process Solutions			Intercompany Eliminations			Total Operating Segments			Corporate/ Unallocated			Consolidated
Net sales	$	1.794.8		$	1,218.4		$	586.9		$	196.9		$	(37.1	)	$	3,759.9		$	—		$	3,759.9
Segment earnings (loss) (2)		227.4			174.0			80.7			23.2			—			505.3			(75.4	)		429.9
Adjustments to reconcile to reported operating earnings (loss):
Reorganization costs (2)		(19.3	)		—			—			—			—			(19.3	)		—			(19.3	)
Depreciation and amortization		(49.8	)		(20.7	)		(14.7	)		(8.6	)		—			(93.8	)		(0.6	)		(94.4	)
Operating earnings (loss)	$	158.3		$	153.3		$	66.0		$	14.6		$	—		$	392.2		$	(76.0	)	$	316.2

(1) Comprised of $24.6 of transactions costs, which primarily relate to acquisitions (see Note 2) and a $10.1 mark-to-market gain associated with the Company’s Euro-denominated debt and intercompany loans.

(2) For the nine months ended September 30, 2009, segment earnings for the Consumer Solutions segment includes reorganization costs of $3.2 (see Note 15).

19

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

17. Condensed Consolidating Financial Data

The Company’s 8% senior notes due 2016, 7 ¹/2% senior subordinated notes due 2017 and 7 ¹/2% senior subordinated notes due 2020 (see Note 7) are fully guaranteed, jointly and severally, by certain of the Company’s domestic subsidiaries (“Guarantor Subsidiaries”). The Company’s non-United States subsidiaries and those domestic subsidiaries who are not guarantors (“Non-Guarantor Subsidiaries”) are not guaranteeing these notes. Presented below is the condensed consolidating financial data of the Company (“Parent”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis as of September 30, 2010 and December 31, 2009 and for the three and nine months ended September 30, 2010 and 2009.

Condensed Consolidating Results of Operations

	Three months ended September 30, 2010
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	927.7		$	702.6	$	(28.4	)	$	1,601.9
Costs and expenses		24.1			794.1			636.0		(28.4	)		1,425.8
Operating (loss) earnings		(24.1	)		133.6			66.6		—			176.1
Other expense, net		68.2			5.6			21.7		—			95.5
Equity in the income of subsidiaries		172.9			42.0			—		(214.9	)		—
Net income (loss)	$	80.6		$	170.0		$	44.9	$	(214.9	)	$	80.6
	Three months ended September 30, 2009
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	846.2		$	534.3	$	(29.2	)	$	1,351.3
Costs and expenses		24.4			732.0			469.3		(29.2	)		1,196.5
Operating (loss) earnings		(24.4	)		114.2			65.0		—			154.8
Other expense, net		66.7			9.7			4.7		—			81.1
Equity in the income of subsidiaries		164.8			58.2			—		(223.0	)		—
Net income (loss)	$	73.7		$	162.7		$	60.3	$	(223.0	)	$	73.7
	Nine months ended September 30, 2010
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	2,710.5		$	1,723.8	$	(95.8	)	$	4,338.5
Costs and expenses		106.6			2,393.5			1,667.4		(95.8	)		4,071.7
Operating (loss) earnings		(106.6	)		317.0			56.4		—			266.8
Other expense, net		148.2			9.5			49.1		—			206.8
Equity in the income of subsidiaries		314.8			(3.3	)		—		(311.5	)		—
Net income (loss)	$	60.0		$	304.2		$	7.3	$	(311.5	)	$	60.0
	Nine months ended September 30, 2009
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	2,473.9		$	1,391.1	$	(105.1	)	$	3,759.9
Costs and expenses		76.7			2,233.3			1,238.8		(105.1	)		3,443.7
Operating (loss) earnings		(76.7	)		240.6			152.3		—			316.2
Other expense, net		144.7			2.4			41.6		—			188.7
Equity in the income of subsidiaries		348.9			107.1			—		(456.0	)		—
Net income (loss)	$	127.5		$	345.3		$	110.7	$	(456.0	)	$	127.5

20

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

Condensed Consolidating Balance Sheets

	As of September 30, 2010
(in millions)	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets	$	178.1	$	1,112.7	$	2,017.7	$	(1.6	)	$	3,306.9
Investment in subsidiaries		5,138.1		1,375.3		—		(6,513.4	)		—
Non-current assets		205.9		3,736.5		713.2		(1,231.2	)		3,424.4
Total assets	$	5,522.1	$	6,224.5	$	2,730.9	$	(7,746.2	)	$	6,731.3
Liabilities and stockholders’ equity
Current liabilities	$	205.7	$	640.3	$	883.0		(1.3	)	$	1,727.7
Non-current liabilities		3,520.9		469.8		448.9		(1,231.5	)		3,208.1
Stockholders’ equity		1,795.5		5,114.4		1,399.0		(6,513.4	)		1,795.5
Total liabilities and stockholders’ equity	$	5,522.1	$	6,224.5	$	2,730.9	$	(7,746.2	)	$	6,731.3
	As of December 31, 2009
(in millions)	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets	$	556.0	$	819.0	$	1,615.4	$	(2.4	)	$	2,988.0
Investment in subsidiaries		4,554.4		985.1		—		(5,539.5	)		—
Non-current assets		171.4		3,727.9		353.9		(1,217.6	)		3,035.6
Total assets	$	5,281.8	$	5,532.0	$	1,969.3	$	(6,759.5	)	$	6,023.6
Liabilities and stockholders’ equity
Current liabilities	$	357.0	$	536.6	$	593.0		(2.1	)	$	1,484.5
Non-current liabilities		3,158.0		459.1		373.1		(1,217.9	)		2,772.3
Stockholders’ equity		1,766.8		4,536.3		1,003.2		(5,539.5	)		1,766.8
Total liabilities and stockholders’ equity	$	5,281.8	$	5,532.0	$	1,969.3	$	(6,759.5	)	$	6,023.6

21

JARDEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data and unless otherwise indicated)—(Continued)

(Unaudited)

Condensed Consolidating Statements of Cash Flows

	Nine months ended September 30, 2010
(in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(319.9	)	$	339.4		$	(5.3	)	$	14.2
Financing activities:
Net change in short-term debt		—			50.0			9.1			59.1
Proceeds (payments) from (to) intercompany transactions		312.8			(324.7	)		11.9			—
Proceeds from issuance of long-term debt		486.1			—			—			486.1
Payments on long-term debt		(258.2	)		—			—			(258.2	)
Issuance (repurchase) of common stock, net		(33.2	)		—			—			(33.2	)
Dividends paid		(21.4	)		—			—			(21.4	)
Other		(22.7	)		—			—			(22.7	)
Net cash provided (used in) by financing activities		463.4			(274.7	)		21.0			209.7
Investing Activities:
Additions to property, plant and equipment		(26.8	)		(55.5	)		(13.3	)		(95.6	)
Acquisition of business and consideration, net of cash acquired		(484.2	)		(4.5	)		(0.8	)		(489.5	)
Other		(9.3	)		—			19.1			9.8
Net cash provided by (used in) investing activities		(520.3	)		(60.0	)		5.0			(575.3	)
Effect of exchange rate changes on cash		—			—			(19.9	)		(19.9	)
Net increase (decrease) in cash and cash equivalents		(376.8	)		4.7			0.8			(371.3	)
Cash and cash equivalents at beginning of period		537.9			13.8			275.7			827.4
Cash and cash equivalents at end of period	$	161.1		$	18.5		$	276.5		$	456.1

	Nine months ended September 30, 2009
(in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(105.8	)	$	290.9		$	163.1		$	348.2
Financing activities:
Net change in short-term debt		(133.6	)		(2.0	)		(3.8	)		(139.4	)
Proceeds (payments) from (to) intercompany transactions		206.3			(207.6	)		1.3			—
Proceeds from issuance of long-term debt		292.2			—			—			292.2
Payments on long-term debt		(350.3	)		—			—			(350.3	)
Issuance (repurchase) of common stock, net		202.8			—			—			202.8
Other		(16.9	)		—			—			(16.9	)
Net cash provided (used in) by financing activities		200.5			(209.6	)		(2.5	)		(11.6	)
Investing Activities:
Additions to property, plant and equipment		(0.1	)		(65.9	)		(10.2	)		(76.2	)
Acquisition of business and consideration, net of cash acquired		(2.0	)		(10.4	)		(1.3	)		(13.7	)
Other		—			(4.9	)		(6.1	)		(11.0	)
Net cash used in investing activities		(2.1	)		(81.2	)		(17.6	)		(100.9	)
Effect of exchange rate changes on cash		—			—			14.4			14.4
Net increase (decrease) in cash and cash equivalents		92.6			0.1			157.4			250.1
Cash and cash equivalents at beginning of period		211.8			7.9			173.1			392.8
Cash and cash equivalents at end of period	$	304.4		$	8.0		$	330.5		$	642.9

The amounts reflected as proceeds (payments) from (to) intercompany transactions represent cash flows originating from transactions conducted between Guarantor Subsidiaries, Non-Guarantor Subsidiaries and Parent in the normal course of business operations.

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

From time to time, the Company may make or publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products and similar matters. Such statements are estimates reflecting management’s best judgment based on current information. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Such statements are usually identified by the use of words or phrases such as “believes,” “anticipates,” “expects,” “estimates,” “planned,” “outlook” and “goal.” Because forward-looking statements involve risks and uncertainties, the Company’s actual results could differ materially. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in forward-looking statements. All statements addressing trends, events, developments, operating performance, potential acquisitions or liquidity that the Company anticipates or expects will occur in the future are forward-looking statements.

Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements.

The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in the Company’s Forms 10-K, 10-Q and 8-K reports to the United States Securities and Exchange Commission (“SEC”). Please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 for a list of factors which could cause the Company’s actual results to differ materially from those projected in the Company’s forward-looking statements and certain risks and uncertainties that may affect the operations, performance and results of the Company’s businesses. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

The following “Overview” section is a brief summary of the significant items addressed in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). Investors should read the relevant sections of this MD&A for a complete discussion of the items summarized below.

Overview

The Company is a leading provider of a broad range of consumer products. The Company reports four business segments: Outdoor Solutions, Consumer Solutions, Branded Consumables and Process Solutions. The majority of the Company’s sales are within the United States. The Company’s international operations are mainly based in Asia, Canada, Europe and Latin America.

The Outdoor Solutions segment manufactures or sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities. For general outdoor activities, Coleman^® is a leading brand for active lifestyle products, offering an array of products that include camping and outdoor equipment such as air beds, camping stoves, coolers, foldable furniture, gas and charcoal grills, lanterns and flashlights, propane fuel, sleeping bags, tents and water recreation products such as inflatable boats, kayaks and tow-behinds. The Outdoor Solutions segment is also a leading provider of fishing equipment under brand names such as Abu Garcia^®, All Star^®, Berkley^®, Fenwick^®, Gulp!^®, JRC™, Mitchell^®, Penn^®, Pflueger^®, Sevenstrand^®, Shakespeare^®, Spiderwire^®, Stren^®, Trilene^®, Ugly Stik^® and Xtools^®. Team sports equipment for baseball, softball, football, basketball, field hockey and lacrosse products are sold under brand names such as deBeer^®, Gait^®, Miken^®, Rawlings^® and Worth^®. Alpine and nordic skiing, snowboarding, snowshoeing and in-line skating products are sold under brand names such as Atlas^®, Full Tilt^®, K2^®, Line^®, Little Bear^®, Madshus^®, Marker^®, Morrow^®, Ride^®, Tubbs^®, Völkl^® and 5150 Snowboards^®. Water sports equipment, personal flotation devices and all-terrain vehicle gear are sold under brand names such as Helium^®, Hodgman^®, Mad Dog Gear^®, Sevylor^®, Sospenders^® and Stearns^®. The Company also sells high performance technical and outdoor apparel and equipment under brand names such as Ex Officio^®, Marmot^®, Planet Earth^® and Zoot^®.

The Consumer Solutions segment manufactures or sources, markets, and distributes a diverse line of household products, including kitchen appliances and personal care and wellness products for home use. This segment maintains a strong portfolio of globally recognized brands including Bionaire^®, Crock-Pot^®, FoodSaver^®, Health o meter^®, Holmes^®, Mr. Coffee^®, Oster^®, Patton^®, Rival^®, Seal-a-Meal^®, Sunbeam^® and Villaware^®. The principal products in this segment include clippers and trimmers for professional use in the beauty and barber and animal categories; electric blankets, mattress pads and throws; household kitchen appliances, such as blenders, coffeemakers, irons, mixers, slow cookers, toasters, toaster ovens and vacuum packaging machines; personal care and wellness products, such as air purifiers, fans, heaters and humidifiers, for home use; products for the hospitality industry; and scales for consumer use.

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The Branded Consumables segment manufactures or sources, markets and distributes a broad line of branded consumer products, many of which are affordable, consumable and fundamental household staples, including arts and crafts paint brushes, children’s card games, clothespins, collectible tins, condoms, cord, rope and twine, feeding bottles, fencing, fire extinguishing products, firelogs and firestarters, home canning jars and accessories, kitchen matches, other craft items, pacifiers, plastic cutlery, playing cards and accessories, rubber gloves and related cleaning products, safes, security cameras, security doors, smoke and carbon monoxide alarms, soothers, sponges, storage organizers and workshop accessories, teats, toothpicks, window guards and other accessories. This segment markets our products under the Aviator^®, Ball^®, Bee^®, Bernardin^®, Bicycle^®, Billy Boy^®, BRK^®, Crawford^®, Diamond^®, Dicon^®, Fiona^®, First Alert^®, First Essentials^®, Forster^®, Hoyle^®, Java-Log^®, KEM^®, Kerr^®, Lehigh^®, Leslie-Locke^®, Lillo^®, Loew-Cornell^®, Mapa^®, NUK^®, Pine Mountain^®, Spontex^®, Tigex^® and Wellington^® brand names, among others. We distribute these products through club, drug, e-commerce, grocery, hardware, home center, mass merchant and specialty retail customers and deliver these products to thousands of “ship to” locations.

The Process Solutions segment manufactures, markets and distributes a wide variety of plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging. Many of these products are consumable in nature or represent components of consumer products. Our materials business produces specialty nylon polymers, conductive fibers and monofilament used in various products, including woven mats used by paper producers and weed trimmer cutting line, as well as fiberglass radio antennas for marine, citizen band and military applications. This segment is also the largest North American producer of niche products fabricated from solid zinc strip and are the sole source supplier of copper plated zinc penny blanks to the United States Mint and a major supplier to the Royal Canadian Mint, as well as a supplier of brass, bronze and nickel plated finishes on steel and zinc for coinage to other international markets. In addition, the Company manufactures a line of industrial zinc products marketed globally for use in the architectural, automotive, construction, electrical component and plumbing markets.

Market Overview

The Company operates primarily in the consumer products markets, which are generally affected by overall economic conditions. Global economic weakness, a global recessionary economy and the corresponding effect on consumer confidence and demand negatively affected sales both domestically and internationally in 2009. The adverse impact on sales has somewhat abated during 2010, as global economic conditions have been stabilizing.

Summary of Significant 2010 Activities

• In January 2010, the Company completed a registered public offering for $492 million aggregate principal amount of 7 ¹/2% senior subordinated notes due 2020 and received approximately $476 million in net proceeds.

• In April 2010, the Company completed the acquisition of the Mapa Spontex Baby Care and Home Care businesses (“Mapa Spontex”) of Total S.A. (“Total”), through the acquisition of certain of Total’s subsidiaries. Mapa Spontex is a global manufacturer and distributor of primarily baby care and home care products with leading market positions in Argentina, Brazil and Europe in the core categories it serves.

• In July 2010, the Company entered into an amendment to the securitization facility that increased maximum borrowings from $250 million to $300 million and extended the term for three years until July 2013.

• In August 2010, the Company entered into an amendment to the Company’s senior credit facility. The amendment, in part, extended the maturity date of $358 million principal amount of existing term loans from January 2012 to January 2015 and; increased the gross availability the existing revolving credit facility from $100 million to $150 million and extended the maturity date until January 2015.

Acquisitions

Consistent with the Company’s historical acquisition strategy, to the extent the Company pursues future acquisitions, the Company intends to focus on businesses with product offerings that provide geographic or product diversification, or expansion into related categories that can be marketed through the Company’s existing distribution channels or provide us with new distribution channels for our existing products, thereby increasing marketing and distribution efficiencies. Furthermore, the Company expects that acquisition candidates would demonstrate a combination of attractive margins, strong cash flow characteristics, category leading positions and products that generate recurring revenue. The Company anticipates that the fragmented nature of the consumer products market will continue to provide opportunities for growth through strategic acquisitions of complementary businesses. However, there can be no assurance that the Company will complete an acquisition in any given year or that any such acquisition will be significant or successful. The Company will only pursue a candidate when it is deemed to be fiscally prudent and that meets the Company’s acquisition criteria. The Company anticipates that any future acquisitions would be financed through any combination of cash on hand, operating cash flow, availability under our existing credit facilities and new capital market offerings.

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2010 Activities

On April 1, 2010, the Company acquired Mapa Spontex from Total, through the acquisition of certain of Total’s subsidiaries for a Euro purchase price of approximately €200 million (approximately $275 million), subject to certain adjustments (the “Acquisition”). The total value of the transaction, including debt assumed and or repaid, was approximately €305 million (approximately $415 million). Mapa Spontex is a global manufacturer and distributor of primarily baby care and home care products with leading market positions in Argentina, Brazil and Europe in the core categories it serves. Its baby care portfolio includes feeding bottles, soothers, teats and other infant accessories sold primarily under the Fiona^®, First Essentials^®, Lillo^®, NUK^® and Tigex^® brands; and health care products, including condoms sold under the Billy Boy^® brand. Its home care portfolio includes sponges, rubber gloves and related cleaning products for industrial, professional and retail uses sold primarily under the Mapa^® and Spontex^® brands. The Acquisition is expected to expand the Company’s product offerings and distribution channels into new, attractive categories and further diversify revenue streams and increase the Company’s international presence. The Acquisition is consistent with the Company’s strategy of purchasing leading, niche consumer-oriented brands with attractive cash flows and strong management. Mapa Spontex is reported in the Company’s Branded Consumables segment and is included in the Company’s results of operations from April 1, 2010 (the “Acquisition Date”).

During 2010, the Company also completed one tuck-in acquisition that by nature is complementary to the Company’s core businesses and from an accounting standpoint was not significant. This tuck-in acquisition did not have a material impact on the period over period comparisons discussed below, nor is it expected to have a material impact on future period comparisons.

2009 Activity

During 2009, the Company completed three tuck-in acquisitions that by nature are complementary to the Company’s core businesses and from an accounting standpoint were not significant.

Venezuela Operations

On January 8, 2010, the Venezuelan government announced its intention to devalue its currency (Bolivar) relative to the U.S. dollar. The official exchange rate for imported goods classified as essential, such as food and medicine, changed from 2.15 to 2.60 Bolivars per U.S. dollar, while payments for other non-essential goods moved to an official exchange rate of 4.30 Bolivars per U.S. dollar. As such, beginning in 2010, the financial statements of the Company’s subsidiaries operating in Venezuela are remeasured at and are reflected in the Company’s consolidated financial statements at the official exchange rate of 4.30 Bolivars per U.S. dollar, which is the Company’s expected settlement rate.

As a result of the change in the official exchange rate to 4.30 Bolivars per U.S. dollar, the Company recorded a non-cash pre-tax loss of approximately $21.5 million in the first quarter of 2010, primarily reflecting the write-down of monetary assets as of January 1, 2010. This charge is classified in selling, general and administrative costs (“SG&A”).

In March 2010, the SEC provided guidance on certain exchange rate issues specific to Venezuela. This SEC guidance, in part, requires that any differences between the amounts reported for financial reporting purposes and actual U.S. dollar denominated balances that may have existed prior to the application of the highly inflationary accounting requirements (effective January 1, 2010 for the Company) should be recognized in the income statement. As a result of applying this SEC guidance, the results of operations for the nine months ended September 30, 2010 include a non-cash charge of $56.6 million related to remeasuring $32.0 million of U.S. dollar denominated assets at the parallel exchange rate and subsequently translating at the official exchange rate. This charge, which was recorded during the first quarter of 2010, is classified in SG&A. At December 31, 2009, and prior to the application of the accounting guidance for operating in a highly inflationary economy, the $56.6 million was deferred and recorded in other assets. This SEC guidance was codified by the Financial Accounting Standards Board (the “FASB”) in May 2010, with the issuance of Accounting Standards Update (“ASU”) 2010-19.

The transfers of funds out of Venezuela are subject to restrictions, and historically payments for certain imported goods and services have been required to be transacted by exchanging Bolivars for U.S. dollars through securities transactions in the more unfavorable parallel market rather than at the more favorable official exchange rate. During the third quarter of 2010, the parallel market was discontinued and replaced with the newly created and government regulated System of Transactions in Foreign Currency Denominated Securities (“SITME”) market. Historically, approximately 85% of the Company’s purchases have qualified for the official exchange rate. As such, the Company has been able to convert Bolivars at the official exchange rate and, based upon this ability, during the remainder of 2010, the Company does not expect further changes in the SITME market to have a material impact on the consolidated financial position, results of operations or cash flows of the Company. While the timing of government approval for settlement of payables at the official rate varies, the Company believes these payables will ultimately be approved and settled at the official exchange rate based on past experience. However, if in the future, further restrictions require the Company’s subsidiaries

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operating in Venezuela to convert an increasing amount of the Bolivar cash balances into U.S. dollars using the more unfavorable exchange rate, it could result in currency exchange losses that may be material to the Company’s results of operations. At September 30, 2010, the Company’s subsidiaries operating in Venezuela have approximately $17 million in cash denominated in U.S. dollars and cash of approximately $36 million held in Bolivars converted at the official exchange rate of 4.30 Bolivars per U.S. dollar.

Effective January 1, 2010, the Company’s subsidiaries operating in Venezuela are considered under GAAP to be operating in a highly inflationary economy based on the use of the blended National Consumer Price Index (a blend of the National Consumer Price Index subsequent to January 1, 2008 and the Consumer Price Index for Caracas and Maracaibo prior to January 1, 2008), as the Venezuela economy exceeded the three year cumulative inflation rate of 100%. The Company’s financial statements of its subsidiaries operating in Venezuela are remeasured as if their functional currency were the U.S. dollar. As such, gains and losses resulting from the remeasurement of monetary assets and liabilities are reflected in current earnings.

While the likelihood or amount of a future devaluation in Venezuela is unknown, for illustrative purposes if the Company translated the results of operations for the Company’s subsidiaries operating in Venezuela for the three and nine months ended September 30, 2010 assuming an additional 50% devaluation versus using the actual official exchange rate of 4.30 in effect during that period, the Company’s consolidated net sales for the three and nine months ended September 30, 2010 would have been reduced by less than 1%.

Results of Operations—Comparing 2010 to 2009

Three Months Ended September 30, 2010 versus the Three Months Ended September 30, 2009

	Net Sales						Operating  Earnings (Loss)
	Three months ended September 30,						Three months  ended September 30,
(in millions)	2010			2009			2010			2009
Outdoor Solutions	$	604.7		$	565.7		$	68.6		$	63.4
Consumer Solutions		534.0			510.3			67.2			79.3
Branded Consumables		393.0			224.6			50.8			31.7
Process Solutions		83.5			60.8			4.9			4.7
Corporate		—			—			(15.4	)		(24.3	)
Intercompany eliminations		(13.3	)		(10.1	)		—			—
	$	1,601.9		$	1,351.3		$	176.1		$	154.8

Net sales for the three months ended September 30, 2010 increased $251 million, or 18.5%, to $1.6 billion versus the same prior year period. The overall increase in net sales was primarily due to the Acquisition (approximately $175 million), improved point of sale in certain product categories, expanded product offerings and increased demand internationally, partially offset by unfavorable foreign currency translation of approximately $23 million, which is primarily comprised of the unfavorable foreign currency translation of approximately $22 million related to the currency devaluation in Venezuela (see “Venezuela Operations”). Net sales in the Outdoor Solutions segment increased $39.0 million, or 6.9%, primarily as the result of higher sales in the Coleman business due to increased category space at a major domestic retailer; expanded product offerings; increased point of sale; and improved international market conditions, partially offset by the exiting of two business lines (approximately $14 million) and unfavorable foreign currency translation (approximately $6 million). Net sales in the Consumer Solutions segment increased $23.7 million, or 4.6%, primarily as the result of increased demand domestically, especially in the beverage, food preservation and cooking categories and certain personal care and wellness categories, which is primarily due to new product placements; increased point of sales; increased sell through for seasonal products at certain major retailers; increased demand internationally, excluding Venezuela, primarily due to improved market conditions and new institutional sales; offset by unfavorable foreign currency translation (approximately $17 million), which is primarily comprised of the unfavorable foreign currency translation related to the currency devaluation in Venezuela (see “Venezuela Operations”). Net sales in the Branded Consumables segment increased $168 million, or 75.0%, which is mainly due to the Acquisition. Net sales in the Process Solutions segment increased 37.3%, primarily due to an increase in the pass through pricing of commodities and increases in coinage and monofilament sales due to improved market conditions.

Cost of sales increased $190 million, or 19.9%, to $1.1 billion for the three months ended September 30, 2010 versus the same prior year period. The increase is primarily due to the Acquisition (approximately $112 million) and higher sales. Cost of sales as a percentage of net sales for the three months ended September 30, 2010 and 2009 was 71.4% and 70.6%, respectively. The change is due the negative affect on gross margins as a result of the currency devaluation in Venezuela (see “Venezuela Operations”) and the negative impact on gross margin resulting from higher costs in 2010, primarily commodity and transportation costs.

SG&A increased $43.4 million, or 18.3%, to $281 million for the three months ended September 30, 2010 versus the same prior year period. The change is primarily due to the Acquisition.

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Operating earnings for the three months ended September 30, 2010 in the Outdoor Solutions segment increased $5.2 million, or 8.2%, versus the same prior year period primarily due to a net gross margin increase (approximately $7 million) due to higher sales, partially offset by other costs; and a $4.3 million decrease in reorganization and acquisition-related integration costs, net (collectively, “reorganization costs”); partially offset by an increase in SG&A ($6.7 million). Operating earnings for the three months ended September 30, 2010 in the Consumer Solutions segment decreased $12.1 million, or 15.3%, versus the same prior year period primarily due to the unfavorable impact on gross margins (approximately $10 million) related to the currency devaluation in Venezuela (see “Venezuela Operations”). Increased gross margins from higher sales were mostly offset by higher costs, primarily ocean freight and commodity costs. Operating earnings for the three months ended September 30, 2010 in the Branded Consumables segment increased $19.1 million, or 60.3%, versus the same prior year period primarily due to the impact of the Acquisition and a $4.2 million decline in SG&A, excluding the impact of the Acquisition. Operating earnings in the Process Solutions segment for the three months ended September 30, 2010 increased 4.3%, versus the same prior year period primarily as the result of the gross margin impact of higher sales, partially offset by an increase in SG&A ($2.0 million).

For the three months ended September 30, 2010, the Company did not incur any reorganization costs, as the reorganization plans from prior periods have been completed. For the three months ended September 30, 2009, reorganization costs were $4.3 million. These charges relate to plans initiated for 2009 to rationalize the overall cost structure of the Outdoor Solutions segment.

Net interest expense increased $11.0 million to $46.2 million for the three months ended September 30, 2010 versus the same prior year period due to higher levels of outstanding debt versus the same prior year period and an increase in the Company’s weighted average interest rate for 2010 to 6.0% from 5.4% in 2009.

The Company’s reported tax rate for the three months ended September 30, 2010 and 2009 was 37.9% and 38.4%, respectively. The increase from the statutory tax rate to the reported tax rate for the three months ended September 30, 2010 results principally from the tax expense ($0.8 million) due to non-deductible charges primarily related to the currency devaluation in Venezuela (see “Venezuela Operations”). The difference from the statutory tax rate to the reported tax rate for the three months ended September 30, 2009 results principally from the U.S. tax expense of $4.0 million recognized on the undistributed foreign income for U.S. tax purposes.

Net income for the three months ended September 30, 2010 increased $6.9 million to $80.6 million versus the same prior year period. For the three months ended September 30, 2010 and 2009 diluted earnings per share was $0.90 and $0.83, respectively. The increase in net income was primarily due to higher sales, incremental earnings from the Acquisition and a decrease in reorganization costs ($4.3 million), partially offset by an increase in interest expense ($11.0 million).

Nine Months Ended September 30, 2010 versus the Nine Months Ended September 30, 2009

	Net Sales						Operating Earnings (Loss)
	Nine months ended September 30,						Nine months ended September 30,
(in millions)	2010			2009			2010			2009
Outdoor Solutions	$	1,914.7		$	1,794.8		$	206.2		$	158.3
Consumer Solutions		1,252.5			1,218.4			143.1			153.3
Branded Consumables		946.9			586.9			65.0			66.0
Process Solutions		265.2			196.9			19.5			14.6
Corporate		—			—			(167.0	)		(76.0	)
Intercompany eliminations		(40.8	)		(37.1	)		—			—
	$	4,338.5		$	3,759.9		$	266.8		$	316.2

Net sales for the nine months ended September 30, 2010 increased $579 million, or 15.4%, to $4.3 billion versus the same prior year period. The overall increase in net sales was primarily due to the Acquisition (approximately $350 million), improved point of sale in certain product categories, expanded product offerings and increased demand internationally, partially offset by unfavorable foreign currency translation of approximately $14 million, which includes the unfavorable foreign currency translation of approximately $61 million related to the currency devaluation in Venezuela (see “Venezuela Operations”). Net sales in the Outdoor Solutions segment increased $120 million, or 6.7%, primarily as the result of higher sales in the Coleman and fishing businesses due to increased category space at a major domestic retailer; expanded product offerings; increased point of sales; and improved international market conditions and favorable foreign currency translation (approximately $20 million), partially offset by the exiting of two business lines (approximately $37 million). Net sales in the Consumer Solutions segment increased $34.1 million, or 2.8%, primarily as the result of increased demand domestically, especially in the beverage, food preparation, food preservation and slow cooking categories and certain personal care and wellness categories, which is primarily due to new product placements; increased point of sales; increased sell through for seasonal products at certain major retailers; increased demand internationally, excluding Venezuela, primarily due to

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overall economic improvement, new institutional sales and increased promotional activity; offset by unfavorable foreign currency translation (approximately $40 million), which includes the unfavorable impact of approximately $55 million related to the currency devaluation in Venezuela (see “Venezuela Operations”). Net sales in the Branded Consumables segment increased $360 million, or 61.3%, which is mainly due to the Acquisition, improvements in the safety and security business and new product placements, including safes and shredders and favorable foreign currency translation (approximately $5 million). Net sales in the Process Solutions segment increased 34.7%, primarily due to an increase in the pass through pricing of commodities and increases in coinage and monofilament due to improved market conditions.

Cost of sales increased $446 million, or 16.4%, to $3.2 billion for the nine months ended September 30, 2010 versus the same prior year period. The increase is primarily due to the Acquisition (approximately $220 million), higher sales and the inclusion of a $25.3 million charge during the nine months ended September 30, 2010, related to the purchase accounting adjustment, primarily related to the Acquisition, for the elimination of manufacturer’s profit in inventory that requires the fair value of the inventory acquired to be valued at the sales price of the finished inventory, less costs to complete and a reasonable profit allowance for selling effort. Cost of sales as a percentage of net sales for the nine months ended September 30, 2010 and 2009 was 72.8% and 72.2%, respectively (72.3% for the nine months ended September 30, 2010 excluding the charge for the elimination of manufacturer’s profit in inventory). Cost of sales as a percentage of net sales for the nine months ended September 30, 2010 was negatively affected as a result of the currency devaluation in Venezuela (see “Venezuela Operations”) and the negative impact on gross margin resulting from higher costs in 2010, primarily commodity and transportation costs. Cost of sales as a percentage of net sales for the nine months ended September 30, 2009 was also negatively affected by the sell through during the first quarter of 2009 of higher cost inventory that was built in 2008 during a significant rise in commodity prices.

SG&A increased $186 million, or 26.3%, to $893 million for the nine months ended September 30, 2010 versus the same prior year period. The change is primarily due to the Acquisition, $78.1 million of charges related to the Company’s Venezuela operations (see “Venezuela Operations”), transaction costs, primarily related to acquisitions ($24.6 million) and an increase in stock-based compensation ($6.4 million), partially offset by gains recognized on derivatives not designated as effective hedges ($10.9 million) and a mark-to-market gain ($10.1 million) associated with the Company’s Euro-denominated debt and intercompany loans. Additionally, the Company recorded a fair value adjustment related to the recovery of a long-term note from a prior investment, partially offset by a fair value adjustment of a lease termination.

Operating earnings for the nine months ended September 30, 2010 in the Outdoor Solutions segment increased $47.9 million, or 30.3%, versus the same prior year period primarily due to a net gross margin increase (approximately $24 million) due to higher sales, partially offset by other costs and a $19.3 million decrease in reorganization costs and a decrease in SG&A ($4.7 million). Operating earnings for the nine months ended September 30, 2010 in the Consumer Solutions segment decreased $10.2 million, or 6.7%, versus the same prior year period primarily as the result of the unfavorable impact on gross margins (approximately $50 million) related to the currency devaluation in Venezuela (see “Venezuela Operations”), partially offset by a gross margin increase (approximately $37 million) due to higher sales and a $3.2 million decrease in reorganization costs. Operating earnings for the nine months ended September 30, 2010 in the Branded Consumables segment decreased $1.0 million, or 1.5%, versus the same prior year period primarily due to the impairment charges for goodwill and intangible assets ($18.3 million) and the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory ($25.3 million), partially offset by the impact of the Acquisition, a net gross margin increase (approximately $7 million) due to higher sales and a $2.7 million decrease in SG&A, excluding the impact of the Acquisition. Operating earnings in the Process Solutions segment for the nine months ended September 30, 2010 increased $4.9 million, or 33.6%, versus the same prior year period primarily as the result of the gross margin impact of higher sales, partially offset by an increase in SG&A ($5.4 million).

For the nine months ended September 30, 2010, the Company did not incur any reorganization costs as the reorganization plans from prior periods have been completed. For the nine months ended September 30, 2009, reorganization costs were $22.5 million. The majority of these charges ($19.3 million) relate to plans initiated for 2009 to rationalize the overall cost structure of the Outdoor Solutions segment. The Company also recorded reorganization costs ($3.2 million) during the nine months ended September 30, 2009 within the Consumer Solutions segment for headcount reductions related to cost reduction initiatives.

During the nine months ended September 30, 2010, the Company recorded a non-cash charge of $17.3 million to reflect impairment of goodwill within the Branded Consumables segment due to a decrease in the fair value of forecasted cash flows, reflecting the deterioration of revenues and margins in the in this segment’s Arts and Crafts business due to a decline in 2010 of forecasted sales to a major customer.

Net interest expense increased $20.1 million to $130 million for the nine months ended September 30, 2010 versus the same prior year period due to higher levels of outstanding debt versus the same prior year period and an increase in the Company’s weighted average interest rate for 2010 to 5.8% from 5.4% in 2009.

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The Company’s reported tax rate for the nine months ended September 30, 2010 and 2009 was 56.0% and 38.1%, respectively. The increase from the statutory tax rate to the reported tax rate for the nine months ended September 30, 2010 results principally from the tax expense ($34.5 million) due to non-deductible charges primarily related to the currency devaluation in Venezuela and from the translation of U.S. dollar denominated net assets in Venezuela (see “Venezuela Operations”) and a tax charge ($6.2 million) related to non-deductible transaction costs attributable to the Acquisition, partially offset by the tax benefit ($18.8 million) related to the reversal of a deferred tax liability attributable to the reduction of Venezuelan earnings considered as not permanently reinvested. The difference from the statutory tax rate to the reported tax rate for the nine months ended September 30, 2009 results principally from the U.S. tax expense of $5.8 million recognized on the undistributed foreign income for U.S. tax purposes.

Net income for the nine months ended September 30, 2010 decreased $67.5 million to $60.0 million versus the same prior year period. For the nine months ended September 30, 2010 and 2009, diluted earnings per share was $0.67 and $1.53, respectively. The decrease in net income was primarily due to the non-cash charges related to the Company’s Venezuela operations ($78.1 million), the impairment charges for goodwill and intangible assets ($19.0 million), the purchase accounting adjustment for the elimination of manufacturer’s profit in inventory ($25.3 million) and an increase in interest expense ($20.1 million), partially offset by incremental earnings from the Acquisition, higher sales and a decrease in reorganization costs ($22.5 million).

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

The Company believes that its cash and cash equivalents, cash generated from operations and the availability under its senior credit facility (the “Facility”) and the credit facilities of certain foreign subsidiaries as of September 30, 2010, provide sufficient liquidity to support working capital requirements, planned capital expenditures, completion of current and future reorganization and acquisition-related integration programs, pension plan contribution requirements and debt obligations for the foreseeable future.

In August 2010, the Company improved its liquidity as it entered into an amendment to the Facility that, in part, extended the maturity date of approximately $358 million principal amount of existing term loans from January 2012 to January 2015 through the creation of a new Term B5 tranche of the Facility; increased the gross availability under the existing revolving credit facility from $100 million to $150 million; and extended the maturity date until January 2015. The Term B5 loans bear interest of LIBOR plus 3.25%.

Cash Flows from Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2010 and 2009 was $14.2 million and $348 million, respectively. The change is primarily due to a higher year over year seasonal inventory build as the Company returns to growing its sales, which results in higher inventory levels, and the impact of the $25.3 million purchase accounting adjustment for the elimination of manufacturer’s profit in inventory that requires the fair value of the inventory acquired to be valued at the sales price of the finished inventory, less costs to complete and a reasonable profit allowance for selling effort, partially offset by improved operating results and the impact of the Acquisition. The Company’s inventory at September 30, 2009 was maintained at lower levels, as a result of the anticipated demand decline due to the global recessionary environment.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities for the nine months ended September 30, 2010 and 2009 was $210 million and ($11.6) million, respectively. The change is primarily due to the proceeds from the issuance of long-term debt in excess of payments on long-term debt ($228 million) during 2010 and the impact of the incremental net change in short-term debt on a year-over-year basis ($199 million), partially offset by the proceeds from issuance of common stock, net of transaction fees, during 2009 ($203 million) and the repurchase of the Company’s common stock ($37.2 million) during 2010 and dividends paid ($21.4 million) during 2010.

Cash Flows from Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2010 and 2009 was $575 million and $101 million, respectively. Cash used for the acquisition of businesses, net of cash acquired and earnout payments for the nine months ended September 30, 2010 increased $476 million over the same period in 2010 due to the Acquisition. For the nine months ended September 30, 2010, capital expenditures were $95.6 million versus $76.2 million for the same prior year period. The Company has historically maintained capital expenditures at less than 2% of net sales and expects that capital expenditures for 2010 will increase to an annualized run rate of approximately 2.5% following the Acquisition.

Dividends

In August 2010, the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.0825 per share of the Company’s common stock, or approximately $8 million, paid on October 29, 2010 to stockholders of record as of the close of business on October 1, 2010. For 2010, the Company anticipates a total annual dividend of $0.33 per share of common stock, which

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represents a 10% increase over the 2009 annualized run rate. However, the actual declaration of any future cash dividends, and the establishment of record and payment dates, will be subject to final determination by the Board each quarter after its review of the Company’s financial performance.

CAPITAL RESOURCES

At September 30, 2010, the Company had cash and cash equivalents of $456 million. At September 30, 2010, there was no amount outstanding under the revolving credit portion of the Facility. At September 30, 2010, net availability under the Facility was approximately $101 million, after deducting approximately $49 million of outstanding letters of credit. The Company is required to pay commitment fees on the unused balance of the revolving credit portion of the Facility. At September 30, 2010, the annual commitment fee on unused balances was 0.375%.

In January 2010, the Company completed a registered public offering for $492 million aggregate principal amount of 7 ¹/2% senior subordinated notes due 2020 and received approximately $476 million in net proceeds. The offering consisted of two tranches: a U.S. dollar tranche with an aggregate principal amount of $275 million and a Euro tranche with an aggregate principal amount of €150 million or approximately $217 million. The Company used the net proceeds to repay $250 million of the Facility term loans, with the balance used for general corporate purposes. Beginning in January 2015, the Company may redeem all or part of the senior subordinated notes due 2020 at specified redemption prices ranging from 100% to 103.75% of the principal amount, plus accrued and unpaid interest to the date of redemption. These notes are subject to similar restrictive and financial covenants as the Company’s existing senior notes and senior subordinated notes.

In July 2010, the Company entered into an amendment to the Company’s receivables purchase agreement (the “Securitization Facility”) that increased maximum borrowings under the Securitization Facility from $250 million to $300 million and extended the term for three years until July 2013. Following the renewal, the borrowing rate margin is 2.0% and the unused line fee is 0.95% per annum. At September 30, 2010, the Securitization Facility had outstanding borrowings totaling $300 million.

Certain foreign subsidiaries of the Company maintain working capital lines of credit with their respective local financial institutions for use in operating activities. At September 30, 2010, the aggregate amount available under these lines of credit totaled approximately $96 million.

The Company was not in default of any of its debt covenants at September 30, 2010.

In March 2010, the Board authorized a $50 million increase in the Company’s existing stock repurchase program to allow the Company to repurchase up to an aggregate of $150 million of its common stock. During the three and nine months ended September 30, 2010, the Company repurchased approximately 0.4 million and 1.1 million shares, respectively, of its common stock under this stock repurchase program at a per share average price of $26.73 and $28.57, respectively. At September 30, 2010, approximately $68 million remains available under this stock repurchase program.

In April 2009, the Company completed an equity offering of 12 million newly-issued shares of common stock at $17.50 per share. The net proceeds to the Company were approximately $203 million after the payment of underwriting discounts and other expenses of the offering.

Risk Management

Interest Rate Contracts

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps are used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps are used to reduce the Company’s risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision.

Fair Values Hedges

During the nine months ended September 30, 2010, the Company terminated $625 million notional amount outstanding in swap agreements that exchange a fixed rate of interest for a variable interest rate and received $3.1 million in net proceeds. These floating rate swaps were not designated as effective hedges for accounting purposes and the fair market value gains or losses are included in the results of operations.

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Cash Flow Hedges

During July 2010, the Company entered into an aggregate $400 million notional amount of interest rate swaps that exchange a variable rate of interest (LIBOR) for an average fixed rate of interest of approximately 1.6% over the term of the agreements, which mature on December 31, 2013. These swaps are forward-starting and are effective commencing December 31, 2010 ($200 million notional amount) and December 31, 2011 ($200 million notional amount). The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (LIBOR) payments.

At September 30, 2010, the Company had $850 million notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments and have maturity dates through December 2013. At September 30, 2010 the weighted average fixed rate of interest on these swaps was 2.2%. The effective portion of the after tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income (loss) (“AOCI”).

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain U.S. dollar-based debt of foreign subsidiaries. At September 30, 2010, the Company had a $22.5 million notional amount cross-currency swap outstanding that exchanges Canadian dollars for U.S. dollars. This swap exchanges the variable interest rate bases of the U.S. dollar balance (three-month U.S. LIBOR plus a spread of 175 basis points) and the equivalent Canadian dollar balance (three-month CAD BA plus a spread of 192 basis points). This swap is designated as fair value hedge on a U.S. dollar-based term loan of a Canadian subsidiary. Changes in the fair market value of this cross-currency swap are recorded as an offset to the corresponding long-term debt.

Forward Foreign Currency Contracts

The Company uses forward foreign currency contracts (“foreign currency contracts”) to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales and have maturity dates through June 2012. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCI and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of income as the underlying hedged item. At September 30, 2010, the Company had approximately $530 million notional amount of foreign currency contracts outstanding that are designated as cash flow hedges of forecasted inventory purchases and sales.

At September 30, 2010, the Company had outstanding approximately $93 million notional amount of foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through August 2011. Fair market value gains or losses are included in the results of operations.

In January 2010, the Company entered into foreign currency contracts to purchase €125 million as a hedge against the Euro purchase price of the Acquisition. These foreign currency contracts, which matured on April 1, 2010, were not designated as effective hedges for accounting purposes and an $8.5 million fair market value loss was recognized and included in the results of operations.

Commodity Contracts

The Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Company’s raw materials. These commodity-based derivatives provide the Company with maximum cost certainty, and in certain instances allow the Company to benefit should the cost of the commodity fall below certain dollar levels. At September 30, 2010, the Company had outstanding approximately $14.6 million notional amount of commodity-based derivatives that are not designated as effective hedges for accounting purposes and have maturity dates through March 2011. Fair market value gains or losses are included in the results of operations.

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The following table presents the fair value of derivative financial instruments as of September 30, 2010:

	September 30, 2010
(in millions)	Asset (Liability)
Derivatives designated as effective hedges:
Cash flow hedges:
Interest rate swaps	$	(11.2	)
Foreign currency contracts		(13.7	)
Fair value hedges:
Cross-currency swaps		(3.3	)
Subtotal		(28.2	)
Derivatives not designated as effective hedges:
Foreign currency contracts		(0.5	)
Commodity contracts		0.6
Subtotal		0.1
Total	$	(28.1	)

Net Investment Hedge

In September 2010, the Company designated its Euro-denominated 7 ¹/2% senior subordinated notes due 2020, with an aggregate principal balance of €150 (the “Hedging Instrument”), as a net investment hedge of the foreign currency exposure of its net investment in certain Euro-denominated subsidiaries. Foreign currency gains and losses on the Hedging Instrument are recorded as an adjustment to AOCI.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Other than as discussed above, there have been no material changes from the information previously reported under Part II, Item 7A. in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Item 4. Controls and Procedures

As required by Rule 13a-15(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of the end of the period covered by this quarterly report.

As required by Rule 13a-15(d) under the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the Company’s internal control over financial reporting to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there have been no such changes during the quarter covered by this quarterly report.

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Part II. Other Information

Item 1. Legal Proceedings

The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company or certain of its subsidiaries have been identified by the United States Environmental Protection Agency (“EPA”) or a state environmental agency as a Potentially Responsible Party (“PRP”) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries are currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. It is possible that, as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

Litigation

The Company and/or its subsidiaries are involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for defending such actions. The costs are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are based upon the Company’s assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and other significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. The Company believes that anticipated probable costs of litigation matters have been adequately reserved to the extent determinable. Based on current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Product Liability

As a consumer goods manufacturer and distributor, the Company and/or its subsidiaries face the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods.

The Company and/or its subsidiaries are therefore party to various personal injury and property damage lawsuits relating to their products and incidental to its business. Annually, the Company sets its product liability insurance program which is an occurrence-based program based on the Company and its subsidiaries’ current and historical claims experience and the availability and cost of insurance. The Company’s product liability insurance program generally includes a self-insurance retention per occurrence.

Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all years in which the Company is liable under its self-insurance retention have been accrued as liabilities. Such accrued liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of claims and other relevant factors); thus, the Company’s ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected in current operating results.

Based on current information, the Company believes that the ultimate conclusion of the various pending product liability claims and lawsuits of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases by the Company during the three months ended September 30, 2010, of equity securities of the Company:

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased As Part of a Publicly Announced Repurchase Program (1)		Approximate Dollar Value  of Shares that May Yet be Purchased Under the Program (1)
July 1 – July 31		—	$	—		3,318,201	$	77,230,000
August 1 – August 31		190,000		26.65		3,508,201	$	72,166,000
September 1 – September 30		167,800		26.83		3,676,001	$	67,664,000
Total		357,800	$	26.73

(1) In November 2007, the Company announced that its Board of Directors (the “Board”) authorized a stock repurchase program that would allow the Company to repurchase up to $100 million of its common stock. In March 2010, the Company’s Board authorized a $50 million increase in this existing stock repurchase program to allow the Company to repurchase an aggregate of up to $150 million of its common stock.

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Item 6 Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

Exhibit	Description
3.1	Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 27, 2002, and incorporated herein by reference).
3.2	Certificate of Amendment of the Restated Certificate of Incorporation of the Company (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2002, and incorporated herein by reference).
3.3	Certificate of Amendment of the Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on June 15, 2005, and incorporated herein by reference).
3.4	Certificate of Designations of Series D Junior Participating Preferred Stock of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 21, 2008, and incorporated herein by reference).
3.5	Certificate of Elimination of the Series D Junior Participating Preferred Stock of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 20, 2009, and incorporated herein by reference).
3.6	Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 19, 2007, and incorporated herein by reference).
3.7	Amendment No. 1 to the Amended and Restated Bylaws of the Company (filed as Exhibit 3.6 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 23, 2009, and incorporated herein by reference).
*4.1	Seventh Supplemental Indenture to the 2007 Indenture, dated October 20, 2010 among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as successor Trustee.
10.1	Amendment No. 8 to the Amended and Restated Loan Agreement, dated as of July 1, 2010, by and among Jarden Receivables, LLC, as borrower, Jarden Corporation, as initial servicer, Three Pillars Funding LLC, as lender, and SunTrust Robinson Humphrey, Inc., as administrator (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 6, 2010, and incorporated herein by reference).
10.2	Second Amended and Restated Loan Agreement, dated as of July 29, 2010, among Jarden Corporation, as initial servicer; Jarden Receivables, LLC, as borrower; Three Pillars Funding LLC and Wells Fargo Bank, National Association, as lenders, and SunTrust Robinson Humphrey, Inc., as administrator, together with the Reaffirmation, Acknowledgement and Consent of Performance Guarantor thereunder executed by Jarden Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 4, 2010, and incorporated herein by reference).
10.3	Second Amended and Restated Receivables Contribution and Sales Agreement, dated as of July 29, 2010, among the originators party thereto and Jarden Receivables, LLC, as buyer (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on August 4, 2010, and incorporated herein by reference).
10.4	Second Amended and Restated Lender Note, dated July 29, 2010, executed by Jarden Receivables, LLC in favor of Three Pillars Funding LLC (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on August 4, 2010, and incorporated herein by reference).
10.5	Lender Note, dated July 29, 2010, executed by Jarden Receivables, LLC in favor of Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on August 4, 2010, and incorporated herein by reference).

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*†10.6	Amendment No. 14 to Credit Agreement and Amendment No. 6 to Pledge and Security Agreement, dated as of August 26, 2010, among Jarden Corporation, Deutsche Bank AG New York Branch, as administrative agent, Citicorp USA, Inc., as syndication agent, and each incremental lender or other party identified on the signature pages thereto.
10.7	Consent, Agreement and Affirmation of Guaranty (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on September 1, 2010, and incorporated herein by reference).
*31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three and nine month ended September 30, 2010, (ii) the Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009, (iii) the Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2010, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

* Filed herewith

† Exhibit 10.6 to this Quarterly Report on Form 10-Q supersedes and replaces Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on September 1, 2010, to correct certain typographical errors.

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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 thereunto duly authorized.

Date: October 29, 2010
JARDEN CORPORATION (Registrant)
By:	/S/    RICHARD T. SANSONE
Name:	Richard T. Sansone
Title:	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

EXHIBIT INDEX

*4.1	Seventh Supplemental Indenture to the 2007 Indenture, dated October 20, 2010 among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as successor Trustee.
*10.6	Amendment No. 14 to Credit Agreement and Amendment No. 6 to Pledge and Security Agreement, dated as of August 26, 2010, among Jarden Corporation, Deutsche Bank AG New York Branch, as administrative agent, Citicorp USA, Inc., as syndication agent, and each incremental lender or other party identified on the signature pages thereto.
*31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three and nine month ended September 30, 2010, (ii) the Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009, (iii) the Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2010, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

* Filed herewith

EX-4.1

Exhibit 4.1

SEVENTH SUPPLEMENTAL INDENTURE

SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 20, 2010, among Jarden Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A. (successor to The Bank of New York Mellon), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee the Base Indenture, dated as of February 13, 2007, by and between the Company, the Guarantors named herein and the Trustee, as supplemented by the First Supplemental Indenture, dated as of February 13, 2007, as further supplemented by the Second Supplemental Indenture, dated as of February 14, 2007, as further supplemented by the Third Supplemental Indenture, dated as of May 11, 2007, as further supplemented by the Fourth Supplemental Indenture, dated as of July 6, 2007, as further supplemented by the Fifth Supplemental Indenture, dated as of December 7, 2007, and as further supplemented by the Sixth Supplemental Indentured, dated as of November 23, 2009 (collectively, as further amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the Company’s 7 ¹/2% Senior Subordinated Notes due 2017 (the “Notes”);

WHEREAS, pursuant to Section 9.01(d) of the Indenture, the Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes and the Guarantees without the consent of any Holder of a Note to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights of Holders of Notes under the Indenture;

WHEREAS, the Company and the Guarantors desire to (i) remove certain provisions of the Indenture and the Notes that permit the Company to prepay and redeem the Notes at the Company’s option and (ii) effect related amendments to the Indenture and the Notes (together, the “Amendments”);

WHEREAS, the Amendments provide additional benefits to the Holders of the Notes and do not adversely affect the legal rights of Holders of Notes under the Indenture, and, therefore, the Company, the Guarantors and the Trustee are authorized pursuant to Section 9.01 of the Indenture to execute and deliver this Supplemental Indenture without the consent of any holder; and

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company and the Guarantors have been taken.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meaning assigned to them in the Indenture.

2. AMENDMENTS.

(a) The definition of “Applicable Premium” in Section 1.02 of the Indenture shall be deleted in its entirety and replaced with the following:

“Applicable Premium” means, with respect to any Notes on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of the Notes; or

(2) the excess, if any, of:

(a) the present value at such Redemption Date of (i) 100% of the principal amount of such Notes, plus (ii) all required interest payments due on such Notes through May 1, 2017 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b) the principal amount of such Notes;

provided that, notwithstanding anything to the contrary contained in this Indenture, the Applicable Premium with respect to any Notes shall not in any case be less than: (i) 3.750% of the principal amount of such Notes if the Redemption Date with respect to such Notes occurs on or after May 1, 2012 and on or before April 30, 2013, (ii) 2.500% of the principal amount of such Notes if the Redemption Date with respect to such Notes occurs on or after May 1, 2013 and on or before April 30, 2014 and (iii) 1.250% of the principal amount of such Notes if the Redemption Date with respect to such Notes occurs on or after May 1, 2014 and on or before April 30, 2015.”

(b) The following definition shall be inserted in Section 1.02 of the Indenture immediately after the definition of “Change of Control” and immediately prior to the definition of “Coleman”:

“ ‘Change of Ownership’ means the occurrence of one or more of the following events:

(1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”);

(2) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Indenture);

(3) any Person or Group shall become the beneficial owner, directly or indirectly, of shares representing more than 50% of the total ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.”

2

(c) The following definition shall be inserted in Section 1.02 of the Indenture immediately after the definition of “Senior Subordinated Debt” and immediately prior to the definition of “Significant Subsidiary”:

“ ‘Significant Asset Sale’ means (i) any one, or a series of related, direct or indirect sale(s), issuance(s), conveyance(s), transfer(s), lease(s), assignment(s), or other transfer(s) for value by the Company or any of its Subsidiaries to any Person other than the Company or a Restricted Subsidiary or (ii) any one, or a number of unrelated, sale(s), issuance(s), conveyance(s), transfer(s), lease(s), assignment(s), or other transfer(s) for value by the Company or any of its Subsidiaries to any Person other than the Company or a Restricted Subsidiary within a twelve month period, in either case, of any Capital Stock of any Subsidiary of the Company or any other property or assets of the Company or any Subsidiary of the Company, or any combination thereof, for consideration (which may include the assumption of indebtedness or other obligations) having an aggregate fair market value of no less than $800,000,000 (whether payable in cash, indebtedness, securities or other property).”

(d) Section 3.07 of the Indenture shall be deleted in its entirety and replaced with the following:

“SECTION 3.07. Optional Redemption

Except as set forth in subparagraphs (a) and (b), the Notes are not redeemable.

(a) At any time, the Company may redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium, as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(b) On or after May 1, 2012, solely in connection with or after the occurrence of (i) a Change of Ownership, (ii) a Significant Asset Sale, or (iii) any event or transaction that the Company may reasonably determine may result in a Change of Ownership or Significant Asset Sale, the Company may redeem all (but not less than all) of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Year	Percentage
2012		103.750	%
2013		102.500	%
2014		101.250	%
2015 and thereafter		100.000	%

(c) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.”

3

(e) Section 5 of each of the Notes shall be deleted in its entirety and replaced with the following text (and the Trustee is hereby authorized and directed to replace any page(s) of any issued Notes (including any Global Notes) to incorporate and reflect the following new text):

“5. Optional Redemption

Except as set forth below, the Company shall not be entitled to redeem the Notes.

At any time, the Company may redeem all or a part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

On or after May 1, 2012, solely in connection with or after the occurrence of (i) a Change of Ownership, (ii) a Significant Asset Sale, or (iii) in connection with any event or transaction that the Company may reasonably determine may result in a Change of Ownership or Significant Asset Sale, the Company may redeem all (but not less than all) of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Year	Percentage
2012		103.750	%
2013		102.500	%
2014		101.250	%
2015 and thereafter		100.000	%”

3. Except to the extent amended hereby, the Indenture and the Notes shall remain in full force and effect.

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

[signature page follows]

4

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

THE COMPANY:
JARDEN CORPORATION
By:	/s/ John E. Capps
Name:	John E. Capps
Title:	Senior Vice President, General Counsel and Secretary
THE TRUSTEE:
WELLS FARGO BANK, N.A.
By:	/s/ Martin Reed
Name:	Martin Reed
Title:	Vice President

THE GUARANTORS :
ALLTRISTA PLASTICS LLC
AMERICAN HOUSEHOLD, INC.
AUSTRALIAN COLEMAN, INC.
BICYCLE HOLDING, INC.
BRK BRANDS, INC.
CC OUTLET, INC.
COLEMAN INTERNATIONAL HOLDINGS, LLC
COLEMAN WORLDWIDE CORPORATION
FIRST ALERT, INC.
HEARTHMARK, LLC
HOLMES MOTOR CORPORATION
JARDEN ACQUISITION I, LLC
JARDEN ZINC PRODUCTS, LLC
JT SPORTS LLC
K-2 CORPORATION
K2 INC.
KANSAS ACQUISITION CORP.
L.A. SERVICES, INC.
LASER ACQUISITION CORP.
LEHIGH CONSUMER PRODUCTS LLC
LOEW-CORNELL, LLC
MARKER VOLKL USA, INC.
MARMOT MOUNTAIN, LLC
MIKEN SPORTS, LLC
NIPPON COLEMAN, INC.
OUTDOOR TECHNOLOGIES CORPORATION
PENN FISHING TACKLE MFG. CO.
PURE FISHING, INC.
QUOIN, LLC
RAWLINGS SPORTING GOODS COMPANY, INC.
SEA STRIKER, LLC
SHAKESPEARE COMPANY, LLC
SHAKESPEARE CONDUCTIVE FIBERS, LLC
SI II, INC.
SITCA CORPORATION
SUNBEAM AMERICAS HOLDINGS, LLC
SUNBEAM PRODUCTS, INC.
THE COLEMAN COMPANY, INC.
THE UNITED STATES PLAYING CARD COMPANY
USPC HOLDING, INC.
By:	/s/ John E. Capps
Name:	John E. Capps
Title:	Vice President

EX-10.6

Exhibit 10.6

AMENDMENT NO. 14 TO CREDIT AGREEMENT

AND

AMENDMENT NO. 6 TO PLEDGE AND SECURITY AGREEMENT

This AMENDMENT NO. 14 TO CREDIT AGREEMENT AND AMENDMENT NO. 6 TO PLEDGE AND SECURITY AGREEMENT, dated as of August 26, 2010 (this “Amendment”), among JARDEN CORPORATION, a Delaware corporation (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (as defined below), as the Swing Line Lender and the Foreign Currency Fronting Lender under the Credit Agreement referred to below (collectively, in such capacities, the “Existing Agent”) and each Lender party hereto, amends certain provisions of (i) the CREDIT AGREEMENT, dated as of January 24, 2005 (as amended, supplemented, restated and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and the L/C Issuers party thereto from time to time, DBNY, 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. (“CUSA”), as syndication agent for the Lenders and the L/C Issuers (in such capacity, together with its successors in such capacity, the “Syndication Agent”), and BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION (as successor to NATIONAL CITY BANK OF INDIANA) (“PNC Bank”), 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 (as defined therein), 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.

WITNESSETH:

WHEREAS, DBNY desires to resign from its capacities as the Administrative Agent, L/C Issuer, the Swing Line Lender and the Foreign Currency Fronting Lender under the Loan Documents, and Barclays Bank PLC (“Barclays”) desires to be appointed as the successor Administrative Agent (in such capacity, the “Successor Administrative Agent”), the successor Swing Line Lender (in such capacity, the “Successor Swing Line Lender”) and the successor Foreign Currency Fronting Lender (in such capacity, the “Successor Foreign Currency Fronting Lender”) under the Loan Documents, each effective as of the Effective Date (as defined below), pursuant to a resignation and assignment agreement, dated the date hereof (the “DBNY Resignation and Assignment Agreement”), among the Borrower, the other Loan Parties, the Existing Agent and Barclays, as the Successor Administrative Agent, the Successor Swing Line Lender and the Successor Foreign Currency Fronting Lender (collectively, in such capacities, the “Successor Agent”);

WHEREAS, the Administrative Agent and the Successor Administrative Agent request that the Required Lenders consent to such resignation by DBNY and appointment of Barclays and waive the provisions of Section 9.09(a) (Successor Agents) of the Credit Agreement requiring 30 days’ notice of the Administrative Agent’s resignation;

WHEREAS, DBNY requests that the Borrower and the Agents consent to its resignation as the Foreign Currency Fronting Lender and waive the provision of Section 2.17 (Resignation or Removal of the Foreign Currency Fronting Lender) of the Credit Agreement requiring 30 days’ notice of such resignation;

WHEREAS, CUSA desires to resign from its capacity as the Syndication Agent under the Credit Agreement and as a L/C Issuer, and DBNY desires to be appointed as the successor Syndication Agent (in such capacity, the “Successor Syndication Agent”) under the Credit Agreement, effective as of the Effective Date;

WHEREAS, the Syndication Agent and the Successor Syndication Agent request that the Required Lenders consent to such resignation by CUSA and appointment of DBNY and waive the provisions of Section 9.09(b) (Successor Agents) of the Credit Agreement requiring 30 days’ notice of the Syndication Agent’s resignation;

WHEREAS, the Borrower and the Lenders executing the Fourteenth Amendment desire to amend, to grant consents and waivers to and to enter into agreements with respect to, certain provisions of the Credit Agreement as more fully described herein;

WHEREAS, the Borrower and the other Grantors party thereto and the Lenders executing the Fourteenth Amendment additionally desire to make certain amendments to the Pledge and Security Agreement as more fully described herein; and

WHEREAS, the Borrower, each Guarantor party to the Guarantor Consent (as defined below), the Lenders and the Administrative Agent agree, subject to the limitations and conditions set forth herein, to amend or otherwise modify the Credit Agreement and the Pledge and Security Agreement, and to grant consents and waivers to, and enter into agreements with respect to, certain provisions of the Credit Agreement, in each case 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. Consents and Waivers.

(a) Waiver. Effective as of the Effective Date and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof, the Required Lenders hereby waive the requirement under Section 9.09(a) (Successor Agents) of the Credit Agreement that the Lenders shall have received at least 30 days’ prior notice of the resignation of DBNY as the Administrative Agent and as a L/C Issuer.

(b) Consent Regarding Administrative Agent. Effective as of the Effective Date and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof, the Required Lenders and the Borrower, in accordance with Section 9.09(a) (Successor Agents) of the Credit Agreement, hereby (i) consent to the appointment of Barclays as the Successor Administrative Agent (including, in its capacity as Enforcement Agent under, and as defined in, the Local Credit Facility Intercreditor Agreement) and the Successor Swing Line Lender and (ii) consent to all of the terms of, and authorize the Existing Agent and the Successor Agent to enter into, the DBNY Resignation and Assignment Agreement.

(c) Foreign Currency Fronting Lender. Effective as of the Effective Date and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof, the Borrower and the Agents hereby (i) waive the requirement that the Borrower and the Agents shall have received at least 30 days’ prior written notice of the resignation of the Foreign Currency Fronting Lender, and (ii) consent to the resignation of DBNY as the Foreign Currency Fronting Lender and the appointment of Barclays as the Successor Foreign Currency Fronting Lender.

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(d) L/C Issuer.

(i) By executing this Amendment, each of DBNY and CUSA hereby resigns as a L/C Issuer.

(ii) Effective as of the Effective Date and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof, the Required Lenders and the Borrower, in accordance with Section 9.09(a) (Successor Agents) of the Credit Agreement, hereby agree that DBNY, as a resigning L/C Issuer, shall remain a party to the Credit Agreement and shall continue to have all the rights and obligations of an “L/C Issuer” under the Credit Agreement and the other Loan Documents with respect to each Letter of Credit issued by such L/C Issuer and outstanding at such time of resignation, if any (including, without limitation, the right to receive fronting fees pursuant to Section 2.04(j) (Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer)) until such time as no such Letter of Credit(s) issued by such L/C Issuer remain outstanding, but shall not be required to issue new (or renew or extend existing) Letters of Credit.

(iii) By executing this Amendment, each of PNC Bank and Sovereign Bank hereby agree to serve as a L/C Issuer under and pursuant to the terms of the Credit Agreement and to be bound by all of the terms of the Credit Agreement applicable to L/C Issuers. Effective as of the Effective Date and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof, the Borrower and the Administrative Agent, in accordance with the definition of “L/C Issuer” in Section 1.01 (Definitions) of the Credit Agreement, hereby approve each of PNC Bank and Sovereign Bank as a L/C Issuer and acknowledge and agree that each of PNC Bank and Sovereign Bank shall be entitled to all of the rights of a L/C Issuer under the terms of the Credit Agreement.

(e) Syndication Agent. By executing this Amendment, CUSA hereby resigns as Syndication Agent. Effective as of the Effective Date and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof, the Required Lenders and the Borrower hereby (i) waive the requirement under Section 9.09(b) (Successor Agents) of the Credit Agreement that the Lenders shall have received at least 30 days’ prior notice of the resignation of CUSA as the Syndication Agent, and (ii) hereby consent to the resignation of CUSA as Syndication Agent and the appointment of DBNY as the Successor Syndication Agent.

Section 2. Release of Claims. Except solely for the obligations of DBNY expressly set forth in this Amendment or the DBNY Resignation and Assignment Agreement, each of the Borrower and the other Loan Parties hereby unconditionally and irrevocably release, waive, acquit and discharge all liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the “Claims”) which any of them may have or claim to have against DBNY (solely in its capacity as Administrative Agent, Swing Line Lender and Foreign Currency Fronting Lender (but not as a Lender)), its parents, subsidiaries, affiliates and shareholders and each of their respective agents, employees, officers, directors, representatives, attorneys, successors and assigns (in each case in its capacity as Administrative Agent, Swing Line Lender or Foreign Currency Fronting Lender (but not as a Lender), collectively, the “DB Released Parties”) by reason of any matter, cause or thing whatsoever occurring from the beginning of the world to the date hereof, in any manner related to Claims arising out of or in connection with the Loan Documents, any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all foreign exchange forward and commodities hedging contracts entered into between Borrower and DBNY and assignees, if any, or any other agreement or transaction contemplated thereby or any action taken in connection therewith. Each of the Borrower and the other Loan Parties further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any DB Released Parties with respect to any and all of the foregoing described or released, waived, acquitted and discharged Claims or from exercising any right of recoupment or setoff that it may have under a master netting agreement or otherwise against any DB Released Party with respect to Obligations under the Loan Documents. Each of the DB Released Parties shall be a third party beneficiary of this Agreement.

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Section 3. Certain Amendments to the Credit Agreement. As of the Effective Date, and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof:

(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:

“2010 Extended Revolving Credit Sub-Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.02(a) (Revolving Loans; Foreign Currency Loans), (b) purchase participations in L/C Obligations, (c) purchase participations in Swing Line Loans and (d) purchase participations in Foreign Currency Loans, in each case through the Second Extended Revolving Credit Maturity Date, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such 2010 Extended Revolving Lender’s name on Schedule I-B (Revolving Credit Commitments) under the heading “2010 Extended Revolving Credit Sub-Commitment”, as such amount may be reduced or adjusted from time to time in accordance with this Agreement. The 2010 Extended Revolving Credit Sub-Commitment of each Revolving Lender is a sub-limit of the Revolving Credit Commitment of the respective Revolving Lender and not an additional commitment and, in no event, may exceed at any time, when added to the 2010 Non-Extended Revolving Credit Sub-Commitment of such Revolving Lender at such time, the Revolving Credit Commitment of such Revolving Lender at such time.

“2010 Extended Revolving Credit Sub-Commitment Agreement” means an agreement substantially in the form of
Exhibit M (Form of 2010 Extended Revolving Credit Sub-Commitment Agreement).

“2010 Extended Revolving Credit Sub-Commitment Effective Date” means the date of effectiveness of the 2010 Extended Revolving Credit Sub-Commitment Agreement.

“2010 Extending Revolving Lender” means, at any time, each Revolving Lender with a 2010 Extended Revolving Credit Sub-Commitment at such time or, following the termination of the 2010 Extended Revolving Credit Sub-Commitments, that has Revolving Credit Outstandings or participations in outstanding Foreign Currency Loans, Letters of Credit or Swing Line Loans made pursuant to a 2010 Extended Revolving Credit Sub-Commitment.

“2010 Extending Term Lender” means any Term Loan Lender that has submitted an executed Term Loan 2010 Extension Election with respect to all or a portion of its Term Loan B1, Term Loan B2 and/or Term Loan B3 (as applicable) in accordance with the instructions provided on the signature page to the Fourteenth Amendment prior to the deadline specified in the Fourteenth Amendment.

“2010 Non-Extended Revolving Credit Sub-Commitment” means, as to any Revolving Lender at any time, the excess (if any) of (x) such Revolving Lender’s Revolving Credit Commitment at such time over (y) such Revolving Lender’s 2010 Extended Revolving Credit Commitment at such time. The 2010 Non-Extended Revolving Credit Sub-Commitment of each Revolving Lender is a sub-limit of the Revolving Credit Commitment of the respective Revolving Lender and not an additional commitment and, in no event, may exceed at any time, when added to the 2010 Extended Revolving Credit Sub-Commitment of such Revolving Lender at such time, the Revolving Credit Commitment of such Revolving Lender at such time.

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“B1 2010 Converted Term Loan” has the meaning assigned to such term in Section 2.01(d)(Term Loan; Facilities Increase).

“B2 2010 Converted Term Loan” has the meaning assigned to such term in Section 2.01(d)(Term Loan; Facilities Increase).

“B3 2010 Converted Term Loan” has the meaning assigned to such term in Section 2.01(d)(Term Loan; Facilities Increase).

“Barclays” means Barclays Bank PLC.

“DBNY Resignation and Assignment Agreement” means that certain DBNY Resignation and Assignment Agreement, dated as of August 26, 2010, among the Borrower, the other Loan Parties, DBNY, as Existing Agent, Existing Swing Line Lender and Existing Foreign Currency Fronting Lender (each as defined therein), and Barclays, as Successor Agent, Successor Swing Line Lender and Successor Foreign Currency Fronting Lender (each as defined therein).

“Fourteenth Amendment” means that certain Amendment No. 14 to Credit Agreement and Amendment No. 6 to Pledge and Security Agreement, dated as of August 26, 2010, among the Borrower, the Agents and each Lender party thereto.

“Fourteenth Amendment Effective Date” means the date on which the Fourteenth Amendment shall have become effective in accordance with its terms.

“Operating Lease” means any operating lease that is required to be treated as a capital lease in accordance with GAAP as a result of any changes in accounting principles after the Fourteenth Amendment Effective Date that is required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the Securities and Exchange Commission.

“Permitted Restructured Foreign Subsidiary” means any Foreign Subsidiary that, at the time of the proposed transaction under Section 7.04 (Fundamental Changes), (i) has total assets (including Equity Securities of other Subsidiaries), when aggregated with the assets of all other Foreign Subsidiaries, excluding the assets of any Foreign Subsidiaries (including Equity Securities of other Subsidiaries) set forth on Schedule 7.04(a) or Schedule 7.04(b) that have previously been or substantially simultaneously are the subject of a liquidation, wind up, dissolution, deregistration or similar action or restructuring solely permitted pursuant to any proviso of Section 7.04 (Fundamental Changes) of less than 5% of the total assets of the Borrower and its consolidated Subsidiaries (calculated as of the most recent fiscal period with respect to which the Administrative Agent shall have received financial statements required to be delivered pursuant to Sections 6.01(a) or (b) (Financial Statements)), provided that in connection with such calculation in respect of any previously liquidated, wound up, dissolved or deregistered Foreign Subsidiary, Foreign Subsidiary subject to similar action, or restructured Foreign Subsidiary (an “Historical Foreign Subsidiary”), such calculation (including with respect to Equity Securities of its Subsidiaries) shall be calculated based on the assets or revenues, as applicable, of such Foreign Subsidiary at the time that such Foreign Subsidiary became an Historical Foreign Subsidiary, and (ii) has revenues, when aggregated with the revenues of all other Foreign Subsidiaries, excluding the revenues of any Foreign Subsidiaries (including the revenues of the Subsidiaries of such Foreign Subsidiaries) set forth on Schedule 7.04(a) or Schedule 7.04(b) that have previously been or substantially simultaneously are the subject of a liquidation, wind up, dissolution, deregistration or similar action or restructuring solely permitted pursuant to any proviso of Section 7.04 (Fundamental Changes), of less than 5% of total revenues of the Borrower and its consolidated Subsidiaries (calculated as of the most recent fiscal period

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with respect to which the Administrative Agent shall have received financial statements required to be delivered pursuant to
Sections 6.01(a) or (b) (Financial Statements), provided that in connection with such calculation in respect of Historical Foreign Subsidiary, such calculation (including with respect to Equity Securities of its Subsidiaries) shall be calculated based on the assets or revenues, as applicable, of such Historical Foreign Subsidiary at the time that such Historical Foreign Subsidiary became an Historical Foreign Subsidiary.

“Reporting Event” means any transaction that requires the Borrower to furnish pro forma financial information to the Securities and Exchange Commission under Article 11 of Regulation S-X promulgated under the Securities Act.

“Revolving Credit Commitment Second Maturity Extension” has the meaning specified in Section 2.01(b)(vi) (Revolving Credit Commitment Second Maturity Extension).

“Second Extended Revolving Credit Maturity Date” means (a) the Second Extended Revolving Credit Stated Maturity Date or (b) such earlier date upon which the Aggregate Revolving Credit Commitments may be terminated in accordance with the terms of this Agreement.

“Second Extended Revolving Credit Stated Maturity Date” means January 26, 2015.

“Stated Term Loan B5 Maturity Date” shall mean January 26, 2015.

“Term Loan B1 2010 Extension Amount” means with respect to the Term Loan B1 of any 2010 Extending Term Lender, the amount, if any, identified as the “extended amount” of the Term Loan B1 on such 2010 Extending Term Lender’s signature page to the Fourteenth Amendment.

“Term Loan B2 2010 Extension Amount” means with respect to the Term Loan B2 of any 2010 Extending Term Lender, the amount, if any, identified as the “extended amount” of the Term Loan B2 on such 2010 Extending Term Lender’s signature page to the Fourteenth Amendment.

“Term Loan B3 2010 Extension Amount” means with respect to the Term Loan B3 of any Extending Term Lender, the amount, if any, identified as the “extended amount” of the Term Loan B3 on such 2010 Extending Term Lender’s signature page to the Fourteenth Amendment.

“Term Loan B5” shall have the meaning assigned to such term in Section 2.01(d) (Term Loan; Facilities Increase).

“Term Loan 2010 Extension Election” means an election by a Term Loan Lender on the signature page to the Fourteenth Amendment, to have the Term Loan B1 2010 Extension Amount, Term Loan B2 2010 Extension Amount and/or Term Loan B3 2010 Extension Amount of its Term Loan B1, Term Loan B2 and/or Term Loan B3, respectively, converted into a Term Loan B5, pursuant to Section 2.01(d)(Term Loan; Facilities Increase).

(b) The defined term “Administrative Agent” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the following text immediately before the period (“.”) appearing at the end of said definition:

“; provided further, that, from and after the Fourteenth Amendment Effective Date, “Administrative Agent” means Barclays or any of its successors”.

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(c) The defined term “Applicable Amount” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) inserting the text “Section 7.02(p) (Investments),” immediately following the text “for the purposes of” in the proviso in clause (a)(ii) of said definition, (ii) inserting the text “Investment,” immediately following the text “after giving effect to any” in the proviso in clause (a)(ii) of said definition, and (iii) inserting the text “Section 7.02(p) (Investments),” immediately following the text “actually made pursuant to” in the proviso in clause (a)(ii) of said definition.

(d) The defined term “Applicable Amount” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby further amended by (i) inserting the text “(up to an amount equal to the Applicable Amount)” after the text “Section 7.02(d)(iv)(Investments)” in clause (b)(i) of said definition and (ii) inserting the text “(up to an amount equal to the Applicable Amount)” after the text “Section 7.07(e)” in clause (b)(ii) of said definition.

(e) The defined term “Applicable Amount” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby further amended by (i) deleting the word “and” appearing at the end of clause (b)(ii) of said definition, (ii) inserting the word “and” at the end of clause (b)(iii) of said definition and (iii) inserting the following clause (b)(iv) after clause (b)(iii) of said definition:

“(iv) the aggregate amount of Investments made pursuant to Section 7.02(p)((Investments) (up to an amount equal to the Applicable Amount) following the Fourteenth Amendment Effective Date and prior to the Reference Time.”

(f) The defined term “Applicable Margin” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing in clause (a)(iii) of said definition, (ii) inserting the word “and” at the end of clause (a)(iv) of said definition and (iii) inserting the following clause (a)(v) after clause (a)(iv) of said definition:

“(v) with respect to the Segments of the Term Loan B5 maintained as (x) Base Rate Loans, a rate equal to 2.25% per annum and (y) Eurodollar Rate Loans, a rate equal to 3.25% per annum;”

(g) The defined term “Applicable Margin” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby further amended by deleting the text “Agents” in clause (b) of said definition and inserting the text “Administrative Agent” in lieu thereof.

(h) The defined term “Applicable Margin” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby further amended by (i) deleting the word “and” appearing immediately prior to sub-clause (y) at the end of clause (d) of said definition and inserting a comma “(,)” in lieu thereof and (ii) inserting the following text before the period (“.”) at the end of said definition:

“and (z) notwithstanding the provisions of subclause (y) immediately above, with respect to Revolving Loans, Foreign Currency Loans and the Commitment Fees at any time of determination on and after the occurrence of both the Extended Revolving Credit Stated Maturity Date and the 2010 Extended Revolving Credit Sub-Commitment Effective Date, such per annum rates as are specified therefor in the 2010 Extended Revolving Credit Sub-Commitment Agreement”.

(i) The defined term “Borrower’s Accountants” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

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(j) The defined term “Captive Insurance Entity” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(k) The defined term “Coleman IRB Indentures” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in both places it appears in said definition and inserting the text “Administrative Agent” in lieu thereof.

(l) The defined term “Coleman IRB Leases” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(m) The defined term “Co-Documentation Agents” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text of said definition in its entirety and inserting the following text in lieu thereof:

“has the meaning specified in the introductory paragraph to this Agreement; provided that, from and after the Fourteenth Amendment Effective Date, “Co-Documentation Agents” means JPMorgan Chase Bank, N.A., PNC Bank, Suntrust Bank, Sovereign Bank and Wells Fargo Bank, N.A.”

(n) The defined term “Cost of Acquisition” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(o) The defined term “Deposit Account Bank” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(p) The defined term “Facilities Increase Notice” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(q) The defined term “Fair Market Value” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(r) The defined term “Foreign Currency Fronting Lender” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the following text immediately before the period appearing at the end of said definition:

“; provided further, that, notwithstanding the provisions of the proviso immediately above, from and after the Fourteenth Amendment Effective Date, “Foreign Currency Fronting Lender” means Barclays, acting through one or more of its agencies, branches or Affiliates, in its capacity as fronting bank for the Revolving Lenders with respect to Foreign Currency Loans.”.

(s) The defined term “Immaterial Foreign Joint Venture” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “$20,000,000” appearing in clause (v) and “5%” appearing in clause (vi) of said definition and inserting the text “$50,000,000” and “7.5%”, respectively, in lieu thereof.

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(t) The defined term “Immaterial Foreign Joint Venture” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby further amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(u) The defined term “Immaterial Foreign Subsidiary” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “5%” appearing in both clause (i) and clause (ii) of said definition and inserting the text “7.5%” in lieu thereof.

(v) The defined term “Immaterial Foreign Subsidiary” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby further amended by deleting the text “Agents” in both places it appears in said definition and inserting the text “Administrative Agent” in lieu thereof.

(w) The defined term “Immaterial Subsidiary” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in both places it appears in said definition and inserting the text “Administrative Agent” in lieu thereof.

(x) The defined term “Indebtedness” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the period at the end of clause (viii) thereof and (ii) inserting the following text in lieu thereof “; provided, however that in each instance (i)-(viii) no Operating Lease shall be included as Indebtedness.”

(y) The defined term “Interest Payment Date” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “the Second Extended Revolving Credit Maturity Date,” immediately after the text “the Extended Revolving Credit Maturity Date,” in each of the two places it appears in said definition.

(z) The defined term “Interest Period” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting clause (iii) of the proviso appearing in said definition and inserting the following new clause (iii) in lieu thereof:

“(iii) no Interest Period shall extend beyond (x) with respect to Revolving Loans, Swing Line Loans, L/C Obligations and Foreign Currency Loans, the Extended Revolving Credit Stated Maturity Date or, after the occurrence of both the Extended Revolving Credit Stated Maturity Date and the 2010 Extended Revolving Credit Sub-Commitment Effective Date, the Second Extended Revolving Credit Stated Maturity Date and (y) with respect to any Segment of the Term Loan, the Stated Term Loan Maturity Date.”.

(aa) The defined term “L/C Issuer” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the text “DBNY” from clause (i) of said definition and inserting the text “PNC Bank, Sovereign Bank” in lieu thereof, (ii) deleting the text “CUSA” and the text “including, in the case of CUSA, Citibank” from clause (i) of said definition, and (iii) deleting the text “Agents” in both places it appears in said definition and inserting the text “Administrative Agent” in lieu thereof.

(bb) The defined term “Lender” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof and (ii) inserting the text “or, in the case of a Facilities Increase in connection with a Revolving Credit Commitment Second Maturity Extension, the 2010 Extended Revolving Credit Sub-Commitment Agreement)” immediately preceding the closed parenthetical (“)”) at the end of said definition.

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(cc) The defined term “Loan Documents” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) inserting the text “, the DBNY Resignation and Assignment Agreement” immediately following the text “the Resignation and Assignment Agreement” appearing in said definition and (ii) inserting the text “, after the execution and delivery thereof pursuant to the terms of this Agreement, the 2010 Extended Revolving Credit Sub- Commitment Agreement” immediately prior to the text “and all other instruments” appearing in said definition.

(dd) The defined term “Local Credit Facility Documents” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(ee) The defined term “Local Credit Facility Guaranty” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(ff) The defined term “Local Lender” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in both places it appears in said definition and inserting the text “Administrative Agent” in lieu thereof.

(gg) The defined term “Permitted Acquisition” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in each place that is appears in said definition and inserting the text “Administrative Agent” in lieu thereof.

(hh) The defined term “Permitted Acquisition” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby further amended by deleting the text appearing in clause (v) of said definition and inserting the following text in lieu thereof:

“(a) if the Cost of Acquisition of such Acquisition equals or exceeds an amount equal to the greater of (i) $200,000,000 or (ii) the Dollar Equivalent of 5.0% of the total assets of the Borrower and its consolidated Subsidiaries but such Acquisition (standing alone and without giving effect to any other unrelated Acquisition) does not qualify as a Reporting Event, the Borrower shall have furnished to the Administrative Agent (A) 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 and (B) such other information and data relating to such transaction or the person or business to be acquired, including, without limitation, any financial information, as may be reasonably requested by the Administrative Agent; and

(b) if such Acquisition (standing alone and without giving effect to any other unrelated Acquisition) qualifies as a Reporting Event, the Borrower shall have furnished to the Administrative Agent (A) pro forma summary historical financial information that is available to management 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, (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 and (C) such other information and data relating to such

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transaction or the person or business to be acquired, including, without limitation, any financial information, as may be reasonably requested by the Administrative Agent; provided, however, that promptly upon filing with the Securities and Exchange Commission, Borrower shall furnish to the Administrative Agent any other financial data or financial information that the Borrower was required to file with the Securities and Exchange Commission in connection with such Acquisition;”.

(ii) The defined term “Permitted Business” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Closing Date” in said definition and inserting the text “Fourteenth Amendment Effective Date” in lieu thereof.

(jj) The defined term “Revolving Credit Commitment” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the text “any Extended Revolving Credit Sub-Commitment” in the parenthetical appearing in the ninth line of said definition and inserting the text “any 2010 Extended Revolving Credit Sub-Commitment” in lieu thereof and (ii) inserting the following sentence at the end of said definition:

“Notwithstanding the immediately previous sentence, on and after the occurrence of the 2010 Extended Revolving Credit Sub-Commitment Effective Date, the Revolving Credit Commitment of any Revolving Lender shall be comprised of a “2010 Extended Revolving Credit Sub-Commitment” and/or a “2010 Non-Extended Revolving Credit Sub-Commitment”.

(kk) The defined term “Revolving Credit Facility” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the text “$200,000,000” in said definition and inserting “$150,000,000” in lieu thereof, (ii) deleting the text “$150,000,000” in said definition and inserting “$100,000,000” in lieu thereof, and (iii) deleting the text “the Revolving Credit Commitment Maturity Extension” in the parenthetical at the end of said definition and inserting the text “the Revolving Credit Commitment Second Maturity Extension” in lieu thereof.

(ll) The defined term “Revolving Credit Maturity Date” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text of said definition in its entirety and inserting the following text in lieu thereof:

“means (i) at any time prior to the 2010 Extended Revolving Credit Sub-Commitment Effective Date, the Extended Revolving Credit Maturity Date and (ii) at any time on and after the 2010 Extended Revolving Credit Sub-Commitment Effective Date, the Second Extended Revolving Credit Maturity Date.”.

(mm) The defined term “Revolving Credit Stated Maturity Date” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text of said definition in its entirety and inserting the following text in lieu thereof:

“means (i) at any time prior to the 2010 Extended Revolving Credit Sub-Commitment Effective Date, the Extended Revolving Credit Stated Maturity Date, and (ii) at any time on and after the 2010 Extended Revolving Credit Sub-Commitment Effective Date, the Second Extended Revolving Credit Stated Maturity Date.”.

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(nn) The defined term “Securitization Facility” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the entire text in said definition and inserting the following text in lieu thereof:

“means that certain Second Amended and Restated Loan Agreement, dated as of July 29, 2010, among Jarden Receivables, LLC, as borrower, the Borrower, as initial servicer, Three Pillars Funding LLC and Wells Fargo Bank, N.A., as lenders and SunTrust Robinson Humphrey, Inc., as administrator (the “Securitization Administrator”), and any renewals or extensions thereof and, subject to the restrictions set forth in the definition of “Permitted Receivables Financing”, any amendments and restatements thereto.”.

(oo) The defined term “Securitization Facility Documents” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “and, subject to the restrictions set forth in the definition of “Permitted Receivables Financing”, amendments and restatements thereof” immediately after the text “renewals or extensions thereof” in said definition.

(pp) The defined term “Stated Incremental Term Loan Maturity Date” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in said definition and inserting the text “Administrative Agent” in lieu thereof.

(qq) The definition of “Stated Term Loan Maturity Date” appearing in Section 1.01(Defined Terms) of the Credit Agreement is hereby amended by deleting the entire text in said definition and inserting the following text in lieu thereof:

“means (i) with respect to the Closing Date Term Loan, the Stated Closing Date Term Loan Maturity Date, (ii) with respect to each Incremental Term Loan, other than, for the avoidance of doubt, the Term Loan B4 and the Term Loan B5, the Stated Incremental Term Loan Maturity Date, (iii) with respect to each Term Loan B4, the Stated Term Loan B4 Maturity Date and (iv) with respect to each Term Loan B5, the Stated Term Loan B5 Maturity Date.”.

(rr) The defined term “Swing Line Lender” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the following text immediately before the period (“.”) appearing at the end of said definition:

“; provided, further, that, notwithstanding the immediately previous proviso, from and after the Fourteenth Amendment Effective Date, “Swing Line Lender” means Barclays in its capacity as the provider of Swing Line Loans, or any successor swing line lender hereunder”.

(ss) The defined term “Syndication Agent” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text of said definition in its entirety and inserting the following in lieu thereof:

“has the meaning specified in the introductory paragraph to the Agreement; provided that, from and after the Fourteenth Amendment Effective Date, “Syndication Agent” means DBNY.”.

(tt) The defined term “Synthetic Lease Obligations” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “(other than an operating lease (that is not an Operating Lease) entered into in the ordinary course of business)” immediately following the text “tax retention lease” in said definition.

(uu) The defined term “Term Loan” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “and Term Loan B5” immediately before the period (“.”) at the end of said definition.

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(vv) The defined term “Term Loan Facility” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “and the Term Loans converted into Term Loans B5 on the Fourteenth Amendment Effective Date” immediately preceding the period (“.”) at the end of said definition.

(ww) The definition of “Term Loan Maturity Date” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

““Term Loan Maturity Date” means (a) (i) with respect to the Closing Date Term Loan, the Stated Closing Date Term Loan Maturity Date, (ii) with respect to each Incremental Term Loan, other than, for the avoidance of doubt, Term Loan B4 and Term Loan B5, the applicable Stated Incremental Term Loan Maturity Date, (iii) with respect to each Term Loan B4, the Stated Term Loan B4 Maturity Date and (iv) with respect to each Term Loan B5, the Stated Term Loan B5 Maturity Date, or (b) such earlier date upon which the Outstanding Amounts under the applicable Term Loan, including all accrued and unpaid interest, are either due and payable or are otherwise paid in full in accordance with the terms hereof.”

(xx) The definition of “Tranche” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “, Term Loan B5” immediately following the text “Term Loan B4” appearing in said definition.

(yy) Section 1.03 (Accounting Terms) of the Credit Agreement is hereby amended by deleting the text “Agents” in each place it appears in said Section and inserting the text “Administrative Agent” in lieu thereof.

(zz) Section 2.01(b)(i) (Facilities Increase) of the Credit Agreement is hereby amended by deleting sub-clause (i) in its entirety and inserting the following new sub-clause (i) in lieu thereof:

“(i) The Borrower shall have the right to send to the Administrative Agent, on or after the Fourteenth Amendment Effective Date, a Facilities Increase Notice to request (i) an increase in the aggregate principal amount of the Term Loan Facility to be effectuated by the disbursement of one or more additional Term Loans (each, an “Incremental Term Loan”) in excess of the Term Loans outstanding on the Fourteenth Amendment Effective Date or (ii) an increase in the aggregate principal amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”, and together with each Incremental Term Loan, each a “Facilities Increase”), in a principal amount not to exceed (x) $100,000,000 in the aggregate for all such requests for Revolving Commitment Increases made after the Fourteenth Amendment Effective Date or (y) $500,000,000 in the aggregate for all such requests for Facilities Increases (exclusive, in the case of each of clauses (x) and (y), of any Revolving Commitment Increase pursuant to the Revolving Credit Commitment Second Maturity Extension); provided, however, that (A) no Facilities Increase shall be effective earlier than 10 days after the delivery of the Facilities Increase Notice to the Administrative Agent in respect of such Facilities Increase (other than a Revolving Commitment Increase pursuant to the Revolving Credit Commitment Second Maturity Extension) and (B) any Facility Increase in connection with a Revolving Credit Commitment Second Maturity Extension shall be subject to the additional requirements of clause (vi) below. 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 or the Revolving Credit Commitments, as applicable, and any such increase may be subject to changes in any term of this Agreement reasonably acceptable to the Administrative Agent and the Borrower.”.

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(aaa) Section 2.01(b)(ii)(Facilities Increase) of the Credit Agreement is hereby amended by (i) inserting the text “or the Revolving Credit Commitment Second Maturity Extension” immediately after the text “the Revolving Credit Commitment Maturity Extension” in the last sentence of said Section; (ii) inserting the text “and 2010 Extended Revolving Credit Sub-Commitments” immediately after the text “Extended Revolving Credit Sub-Commitments” in the last sentence of said Section, (iii) deleting each reference to the text “Agents” in said clause (ii) and inserting the text “Administrative Agent” lieu thereof, (iv) deleting the text “in their sole discretion” in the third sentence of said clause (ii) and inserting the text “in its sole discretion” in lieu thereof, (v) deleting the text “do not receive” in the fourth sentence of said clause (ii) and inserting the text “does not receive” in lieu thereof, and (vi) deleting the text “they may” in the fourth sentence of said clause (ii) and inserting the text “it may” in lieu thereof.

(bbb) Section 2.01(b)(iii)(Facilities Increase) of the Credit Agreement is hereby amended by deleting the reference to the text “Agents” in said clause (iii) and inserting the text “Administrative Agent” in lieu thereof.

(ccc) Section 2.01(b) (Term Loan; Facilities Increase) of the Credit Agreement is hereby further amended by (i) deleting the text “permanently” and the text “permanent” in clause (v) of said Section and (ii) inserting the following new clause (vi) immediately after clause (v) of said Section:

“(vi) In connection with any Facility Increase in the Revolving Credit Facility pursuant to which the 2010 Extended Revolving Credit Sub-Commitments will be provided (the “Revolving Credit Commitment Second Maturity Extension”), the following rules shall apply: (1) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee which agrees to provide a 2010 Extended Revolving Credit Sub-Commitment shall execute and deliver to the Administrative Agent a 2010 Extended Revolving Credit Sub-Commitment Agreement (which may also reflect a Lender’s increase in the amount of its Extended Revolving Credit Sub-Commitment), (2) the final maturity of each such 2010 Extended Revolving Credit Sub-Commitment shall be the Second Extended Revolving Credit Maturity Date, (3) the Applicable Margin with respect to Revolving Loans, Foreign Currency Fees and the Commitment Fee made available pursuant to 2010 Extended Revolving Credit Sub-Commitments, in each case after the Extended Revolving Credit Stated Maturity Date, shall be as agreed among the Borrower and the 2010 Extending Revolving Lenders and set forth in the 2010 Extended Revolving Credit Sub-Commitment Agreement, and (4) Schedule I-B (Revolving Credit Commitments) shall be deemed modified to reflect the revised Revolving Credit Commitments of each Revolving Lender after giving effect to the 2010 Extended Revolving Credit Sub-Commitments provided pursuant to the 2010 Extended Revolving Credit Sub-Commitment Agreement, with each such 2010 Extended Revolving Credit Sub-Commitment, and each 2010 Non-Extended Revolving Credit Sub-Commitment, being identified as such on Schedule I-B (Revolving Credit Commitments).”

(ddd) Section 2.01(b) (Term Loan; Facilities Increase) of the Credit Agreement is hereby further amended by inserting the following new paragraph at the end of clause (b) immediately before clause (c) of said Section:

“Notwithstanding anything herein to the contrary, (a) the yield applicable to any Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans), as reasonably determined by the Administrative Agent, shall not be greater than the applicable interest rate (including the Applicable Margin and, if applicable, rate floor) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term Loan B4 plus 0.50% per annum or the Term Loan B5 plus 0.50% per annum unless the interest rate with respect to the Term Loan B4 and/or Term Loan B5, as applicable, is increased so as to cause the then applicable

14

interest rate under this Agreement on the Term Loan B4 and/or Term Loan B5, as applicable, to be not more than 0.50% less than the yield then applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (b) other than with respect to any Revolving Commitment Increase in connection with the Revolving Credit Commitment Second Maturity Extension, the yield applicable to any Revolving Commitment Increase (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Revolving Commitment Increases), as reasonably determined by the Administrative Agent, shall not be greater than the applicable interest rate (including the Applicable Margin and, if applicable, rate floor) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Revolving Loans plus 0.50% per annum unless the interest rate with respect to the Revolving Loans are increased so as to cause the then applicable interest rate under this Agreement on the Revolving Loans to be not more than 0.50% less than the yield then applicable to the Revolving Commitment Increase (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Revolving Commitment Increase).”.

(eee) Section 2.01 (Term Loan; Facilities Increase) of the Credit Agreement is hereby amended by inserting the following new clause (d) immediately after clause (c) of said Section:

“(d) Subject to the terms and conditions hereof, the Borrower and each of the 2010 Extending Term Lenders agrees that upon the effectiveness of the Fourteenth Amendment on the Fourteenth Amendment Effective Date, without further action by any party to this Agreement:

(i) a principal amount of such 2010 Extending Term Lender’s Term Loans B1 outstanding under this Agreement immediately prior to the effectiveness of the Fourteenth Amendment equal to such Term Lender’s Term Loan B1 2010 Extension Amount shall automatically be converted into a new term loan to the Borrower in Dollars and having the same principal amount (a “B1 2010 Converted Term Loan”) and shall on and after the Fourteenth Amendment Effective Date have all the rights and benefits of a Term Loan B5 as set forth in this Agreement and the other Loan Documents;

(ii) a principal amount of such 2010 Extending Term Lender’s Term Loans B2 outstanding under this Agreement immediately prior to the effectiveness of the Fourteenth Amendment equal to such Term Lender’s Term Loan B2 2010 Extension Amount shall automatically be converted into a new term loan to the Borrower in Dollars and having the same principal amount (a “B2 2010 Converted Term Loan”) and shall on and after the Fourteenth Amendment Effective Date have all the rights and benefits of a Term Loan B5 as set forth in this Agreement and the other Loan Documents;

(iii) a principal amount of such 2010 Extending Term Lender’s Term Loans B3 outstanding under this Agreement immediately prior to the effectiveness of the Fourteenth Amendment equal to such Term Lender’s Term Loan B3 2010 Extension Amount shall automatically be converted into a new term loan to the Borrower in Dollars and having the same principal amount (a “B3 2010 Converted Term Loan” and together with the B1 2010 Converted Term Loan and the B2 2010 Converted Term Loan, the “Term Loan B5”) and shall on and after the Fourteenth Amendment Effective Date have all the rights and benefits of a Term Loan B5 as set forth in this Agreement and the other Loan Documents;

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(iv) notwithstanding anything herein to the contrary, any portion of Term Loan B5 (x) that was a Eurodollar Loan immediately prior to the effectiveness of the Fourteenth Amendment will have initial Interest Periods ending on the same dates as the Interest Periods and Eurodollar Rates equal to the Eurodollar Rate applicable to the Term Loan B1, Term Loan B2 and/or Term Loan B3, as applicable, so converted pursuant to this Section 2.01(d)(Term Loan; Facilities Increase) and (y) shall continue to be entitled to all accrued and unpaid interest with respect to the Term Loan B1, Term Loan B2 or Term Loan B3 from which such portion of the Term Loan B5 was converted up to but excluding the Fourteenth Amendment Effective Date.”

(fff) Section 2.02(a) (Revolving Loans; Foreign Currency Loans) of the Credit Agreement is hereby amended by deleting the text “Initial Revolving Credit Maturity Date (or, in the case of any Extending Revolving Lender, the Extended Revolving Credit Maturity Date)” appearing in said Section and inserting the text “Extended Revolving Credit Maturity Date (or, in the case of any 2010 Extending Revolving Lender, the Second Extended Revolving Credit Maturity Date)” in lieu thereof.

(ggg) Section 2.03(Borrowing; Conversions and Continuations) of the Credit Agreement is hereby amended by inserting the following new clause (i) immediately after clause (h) of said Section:

“(i) On the Fourteenth Amendment Effective Date, Interest Periods with respect to the Term Loan B5 Loans shall be as follows: (i) Term Loans B5 shall be deemed made as Eurodollar Loans in an amount equal to the amount of the Term Loans converted pursuant to Section 2.01(d)(Term Loan; Facilities Increase) that were outstanding as Eurodollar Loans at the time of conversion (such Term Loans B5 to correspond in amount to Term Loans so converted of a given Interest Period), (ii) Interest Periods for the Term Loans B5 described in clause (i) above shall end on the same dates as the Interest Periods applicable for the corresponding Term Loans described in clause (i) above and the Eurodollar Rate for such Interest Periods shall be equal to the Eurodollar Rate applicable for the corresponding Term Loans described in clause (i) above, (iii) Term Loans shall be deemed made as Base Rate Loans in an amount equal to the amount of Term Loans converted pursuant to Section 2.01(d)(Term Loan; Facilities Increase) that were outstanding as Base Rate Loans at the time of conversion. The Borrower will not be required to make any payments under Section 3.05 of this Agreement to 2010 Extending Term Lenders as a result of the conversions pursuant to Section 2.01(d)(Term Loan; Facilities Increase).”.

(hhh) Section 2.03(c) (Borrowing; Conversions and Continuations) of the Credit Agreement is hereby amended by deleting the reference to the text “Agents” in said Section and inserting the text “Administrative Agent” in lieu thereof.

(iii) Section 2.04(a)(i)(The Letter of Credit Commitment) of the Credit Agreement is hereby amended by (i) deleting the text “(w)” appearing in said Section and inserting the text “(v)” in lieu thereof, and (ii) inserting the following new sub-clause (w) immediately preceding sub-clause (v) of said Section:

“(w) the sum of (i) the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations in respect of Letters of Credit with an expiry date after the Extended Revolving Credit Maturity Date and (ii) an amount equal to 105% of the Outstanding Amount of all Foreign Currency Loans, would exceed the aggregate amount of all 2010 Extended Revolving Credit Sub-Commitments,”.

(jjj) Section 2.04(a)(iv)(The Letter of Credit Commitment) of the Credit Agreement is hereby amended by (i) deleting the text “and (C)” appearing in said Section and inserting the text “(C)” in lieu thereof and (ii) inserting the following text immediately before the period (“.”) at the end of said Section:

“and (D) no L/C Issuer that declines to approve the Fourteenth Amendment will be required to issue, amend, extend or renew any Letter of Credit issued by it, if, after giving effect to such issuance, amendment, extension or renewal, the expiry date of such Letter of Credit would be later than the Extended Revolving Credit Maturity Date”.

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(kkk) Section 2.06(b)(i)(Optional Prepayment of the Term Loan) of the Credit Agreement is hereby amended by (i) deleting the text “Section 2.08 (d) and (e)” appearing in the second line of said Section and inserting the text “Section 2.08 (d)-(h)” in lieu thereof and (ii) inserting the text “and/or Term Loan B5” immediately after each of the two references to the text “Term Loan B4” in the second sentence of said Section.

(lll) Section 2.07 (Reduction or Termination of Revolving Credit Commitments) of the Credit Agreement is hereby amended by deleting the sub-clause (e) in its entirety and inserting the following new sub-clauses (e) and (f) at the end of said Section:

“(e) On the Extended Revolving Credit Stated Maturity Date, the 2010 Non-Extended Revolving Credit Sub-Commitment of each Revolving Lender shall terminate in its entirety and be permanently reduced to $0.00.

(f) On the Second Extended Revolving Credit Stated Maturity Date, the Revolving Credit Commitment (and the 2010 Extended Revolving Credit Sub-Commitment) of each Revolving Lender shall terminate in its entirety and be permanently reduced to $0.00.”.

(mmm) Section 2.08 (Repayment of Loans) of the Credit Agreement is hereby amended by deleting clauses (a), (b) and (c) of said Section in their entirety and inserting the following new clauses (a), (b) and (c) in lieu thereof:

“(a) to the Revolving Lenders on the Extended Revolving Credit Maturity Date and, if the 2010 Extended Revolving Credit Sub-Commitment Effective Date occurs, on the Second Extended Revolving Credit Maturity Date, the aggregate principal amount of all outstanding Revolving Loans in Dollars outstanding on each such date;

(b) to the Foreign Currency Fronting Lender on the Extended Revolving Credit Maturity Date and, if the 2010 Extended Revolving Credit Sub-Commitment Effective Date occurs, on the Second Extended Revolving Credit Maturity Date, the aggregate principal amount of all outstanding Foreign Currency Loans in the applicable Denomination Currencies outstanding on such date;

(c) to the Swing Lender, each Swing Line Loan on (i) demand (by telephonic or written notice) by the Administrative Agent, (ii) the tenth Business Day following the incurrence of such Swing Line Loan, (iii) the Extended Revolving Credit Maturity Date and (iv) if the 2010 Extended Revolving Credit Sub-Commitment Effective Date occurs, the Second Extended Revolving Credit Maturity Date;”.

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(nnn) Section 2.08(d)(Repayment of Loans) of the Credit Agreement is hereby amended by deleting the amounts payable during the period from September 30, 2010 through January 24, 2012 set forth therein in their entirety and inserting the following in lieu thereof:

“Date	Amount
September 30, 2010	$	204,695.56
December 31, 2010	$	204,695.56
March 31, 2011	$	19,246,768.60
June 30, 2011	$	19,246,768.60
September 30, 2011	$	19,246,768.60
January 24, 2012	$	19,246,768.59”

(ooo) Section 2.08(e)(Repayment of Loans) of the Credit Agreement is hereby amended by deleting the amounts payable during the period from September 30, 2010 through January 24, 2012 set forth therein in their entirety and inserting the following in lieu thereof:

“Date	Amount
September 30, 2010	$	36,347.38
December 31, 2010	$	36,347.38
March 31, 2011	$	3,434,827.41
June 30, 2011	$	3,434,827.41
September 30, 2011	$	3,434,827.41
January 24, 2012	$	3,434,827.42”

(ppp) Section 2.08(f)(Repayment of Loans) of the Credit Agreement is hereby amended by deleting the amounts payable during the period from September 30, 2010 through January 24, 2012 set forth therein in their entirety and inserting the following in lieu thereof:

“Date	Amount
September 30, 2010	$	56,400.01
December 31, 2010	$	56,400.01
March 31, 2011	$	5,444,059.57
June 30, 2011	$	5,444,059.57
September 30, 2011	$	5,444,059.57
January 24, 2012	$	5,444,059.58”

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(qqq) Section 2.08(h)(Repayment of Loans) of the Credit Agreement is hereby amended by deleting the sub-clause (h) in its entirety and inserting the following new sub-clauses(h) and (i):

“(h) the Term Loan B5 on the dates and in the amounts set forth below, subject to adjustments for prepayments made pursuant to Section 2.06 (Prepayments):

Date	Amount
September 30, 2010	$	904,296.09
December 31, 2010	$	904,296.09
March 31, 2011	$	904,296.09
June 30, 2011	$	904,296.09
September 30, 2011	$	904,296.09
December 31, 2011	$	904,296.09
March 31, 2012	$	904,296.09
June 30, 2012	$	904,296.09
September 30, 2012	$	904,296.09
December 31, 2012	$	904,296.09
March 31, 2013	$	904,296.09
June 30, 2013	$	904,296.09
September 30, 2013	$	904,296.09
December 31, 2013	$	904,296.09
March 31, 2014	$	86,360,276.95
June 30, 2014	$	86,360,276.95
September 30, 2014	$	86,360,276.95
January 26, 2015	$	86,360,276.95

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

(i) each other Incremental Term Loan on the dates and in the amounts to be agreed by the Administrative Agent 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.”.

(rrr) Section 2.10(a) (Commitment Fee) of the Credit Agreement is hereby amended by deleting the text “and on each of the Initial Revolving Credit Maturity Date and the Extended Revolving Credit Maturity Date” appearing in said Section and inserting the text “and on each of the Extended Revolving Credit Maturity Date and the Second Extended Revolving Credit Maturity Date” in lieu thereof.

(sss) Section 2.10(b) (Foreign Currency Fronting Fee and Documentary and Processing Charges Payable to Foreign Currency Fronting Lender) of the Credit Agreement is hereby amended by deleting the text “and on each of the Initial Revolving Credit Maturity Date and the Extended Revolving Credit Maturity Date” appearing in said Section and inserting the text “and on each of the Extended Revolving Credit Maturity Date and the Second Extended Revolving Credit Maturity Date” in lieu thereof.

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(ttt) Section 2.17 (Resignation or Removal of the Foreign Currency Fronting Lender) of the Credit Agreement is hereby amended by deleting the text “Agents” in each place that is appears in said Section and inserting the text “Administrative Agent” in lieu thereof.

(uuu) Section 4.04(a)(i) (Certain Documents) of the Credit Agreement is hereby amended by inserting the following text immediately before the parenthesis appearing at the end of said Section:

“or, in the case of the Revolving Credit Commitment Second Maturity Extension, the 2010 Extended Revolving Credit Sub-Commitment Agreement (in lieu of all of the above), duly executed by the Borrower and each 2010 Extending Revolving Lender”.

(vvv) Section 4.04(a) (Conditions Precedent to Each Facilities Increase) of the Credit Agreement is hereby amended by deleting the text “Agents” in each place that is appears in said clause (a) and each subclause of said clause (a) and inserting the text “Administrative Agent” in lieu thereof.

(www) Section 5.12(c) (ERISA Compliance) of the Credit Agreement is hereby amended by deleting the text “Agents” in said Section and inserting the text “Administrative Agent” in lieu thereof.

(xxx) Section 5.19 (Off-Balance Sheet Liabilities) of the Credit Agreement is hereby amended by deleting the text “Agents” in each place it appears in said Section and inserting the text “Administrative Agent” in lieu thereof.

(yyy) Article VI (Affirmative Covenants) of the Credit Agreement is hereby amended by deleting the text “Agents” in each place it appears in said Article and inserting the text “Administrative Agent” in lieu thereof.

(zzz) Section 6.14(a)(i) (New Subsidiaries and Pledgors) of the Credit Agreement is hereby amended by deleting the text “deem necessary or advisable” in said Section and inserting the text “deems necessary or advisable” in lieu thereof.

(aaaa) Section 6.14(a)(ii) (New Subsidiaries and Pledgors) of the Credit Agreement is hereby amended by deleting the text “deem necessary or advisable” in said Section and inserting the text “deems necessary or advisable” in lieu thereof.

(bbbb) Section 6.18 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement is hereby amended by inserting the following sentence at the end of clause (a):

“To the extent required under this Section 6.18 (Control Accounts; Approved Deposit Accounts), with respect to the Deposit Accounts listed on Schedule 6.18 (Deposit Accounts), notwithstanding anything to the contrary in the Credit Agreement, Borrower shall be required to deliver or cause the applicable Loan Party to deliver to Administrative Agent an updated or new Deposit Account Control Agreement within thirty (30) days after the Fourteenth Amendment Effective Date, provided that, upon written request from the Borrower, such period may be extended up to an additional sixty (60) days as determined by Administrative Agent in its sole discretion.”.

(cccc) Section 7.01(p) (Liens) of the Credit Agreement is hereby amended by deleting the text “$3,000,000” appearing in such Section and inserting the text “$10,000,000” in lieu thereof.

(dddd) Section 7.01(r) (Liens) of the Credit Agreement is hereby amended by deleting the text “Agents” in said clause and inserting the text “Administrative Agent” in lieu thereof.

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(eeee) Section 7.01(u) (Liens) of the Credit Agreement is hereby amended by deleting the text “and” that immediately follows the semicolon (“;”) at the end of such Section 7.01(u).

(ffff) Section 7.01(v) (Liens) of the Credit Agreement is hereby amended by relabeling Section 7.01(v) in such Section 7.01 as Section 7.01(w).

(gggg) Section 7.01 (Liens) of the Credit Agreement is hereby amended by inserting the following text in such Section as new Section 7.01(v):

“(v) Liens arising by virtue of any statutory, contractual or common law provision relating to banker’s liens, rights of set-off or similar rights (i) relating to the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness for borrowed money and (ii) relating to pooled deposit or sweep accounts of Borrower and any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such party, so long as the aggregate principal amount of the obligations secured thereby does not exceed €75,000,000 at any time outstanding; and”.

(hhhh) Section 7.02(d) (Investments) of the Credit Agreement is hereby amended by deleting the text “$50,000,000” appearing in such Section and inserting the text “$125,000,000” in lieu thereof.

(iiii) Section 7.02(n) (Investments) of the Credit Agreement is hereby amended by deleting the text “Agents” in each place it appears in said clause and inserting the text “Administrative Agent” in lieu thereof.

(jjjj) Section 7.02(p) (Investments) of the Credit Agreement is hereby amended by deleting the text “$100,000,000.” appearing at the end of such Section and inserting the text “the sum of (a) $150,000,000 and (b) the Applicable Amount in the aggregate at any time outstanding.” in lieu thereof.

(kkkk) Section 7.03(h) (Indebtedness) of the Credit Agreement is hereby amended by deleting the text “Agents” in said clause and inserting the text “Administrative Agent” in lieu thereof.

(llll) Section 7.03(k) (Indebtedness) of the Credit Agreement is hereby amended by deleting the text “$200,000,000” appearing in clause (ii) of such Section and inserting the text “$300,000,000” in lieu thereof.

(mmmm) Section 7.03(n) (Indebtedness) of the Credit Agreement is hereby amended by deleting the text “and” that immediately follows the semicolon (“;”) at the end of such Section 7.03(n).

(nnnn) Section 7.03(o) (Indebtedness) of the Credit Agreement is hereby amended by relabeling Section 7.03(o) in such Section 7.03 as Section 7.03(p).

(oooo) Section 7.03 (Indebtedness) of the Credit Agreement is hereby amended by inserting the following text in such Section as new Section 7.01(o):

“(o) Indebtedness in respect of netting services, overdraft or similar protections and otherwise in connection with deposit accounts or sweep accounts in an outstanding aggregate principal amount not to exceed €75,000,000; and”.

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(pppp) Section 7.04 (Fundamental Changes) of the Credit Agreement is hereby amended by inserting the following text immediately preceding the period (“.”) at the end of said Section:

“; provided, that the Borrower may, or may cause its Subsidiaries to, liquidate, wind up, dissolve, deregister or take similar action with respect to (i) any of the Foreign Subsidiaries listed on Schedule 7.04(a) (Dormant Foreign Subsidiaries) or (ii) any Permitted Restructured Foreign Subsidiary that the Administrative Agent approves in writing (such approval shall be subject to the Administrative Agent’s receipt and review of (x) a certificate from a Responsible Officer of the Borrower certifying that (A) such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”, (B) the contemplated liquidation, windup, dissolution, deregistration or similar action of such Permitted Restructured Foreign Subsidiary is necessary for or beneficial to (taking into account all relevant factors) the Borrower and its Subsidiaries, (C) substantially all of the assets of such Permitted Restructured Foreign Subsidiary have been transferred or will be transferred in connection with the contemplated liquidation, wind up, dissolution, deregistration or similar action to the Borrower or a Subsidiary of the Borrower (or that such assets have been otherwise Disposed (or will be Disposed in connection with the contemplated liquidation, wind up, dissolution, deregistration or similar action) pursuant to a Disposition permitted by this Agreement) and (D) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to such liquidation, wind up, dissolution, deregistration or similar action and (y) any other documentation or information, financial or otherwise, that the Administrative Agent reasonably requests, including, without limitation, calculations in reasonable detail supporting Borrower’s certification that such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”); provided, further, that in connection with strategic tax planning by the Borrower and its Subsidiaries, notwithstanding anything to the contrary in this Agreement, but subject to each Loan Party’s obligations under Section 6.14 and Section 6.20 of this Agreement to the extent applicable, (i) the Borrower may, or may cause its Subsidiaries to, restructure the ownership of those Foreign Subsidiaries identified on Schedule 7.04(b)(Restructured Foreign Subsidiaries), including in a manner that may result in one or more of such Foreign Subsidiaries becoming Subsidiaries of other Foreign Subsidiaries of the Borrower and no longer being owned directly by a Loan Party, and (ii) with the prior written consent of the Administrative Agent, the Borrower may, or may cause its Subsidiaries to, restructure the ownership of Permitted Restructured Foreign Subsidiaries, including in a manner that may result in such Permitted Restructured Foreign Subsidiaries becoming subsidiaries of other Foreign Subsidiaries of Borrower and no longer being owned directly by a Loan Party, subject to the Administrative Agent’s receipt and review of (x) a certificate from a responsible officer of the Borrower confirming that (1) each entity subject to the proposed restructuring meets the definition of “Permitted Restructured Foreign Subsidiary”, and (2) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to such restructuring, and (y) any other documentation or information, financial or otherwise, that the Administrative Agent reasonably requests, including, without limitation, calculations in reasonable detail supporting Borrower’s certification that such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”. In accordance and compliance with Section 9.11(b) (Collateral and Guaranty Matters), the Administrative Agent is authorized, without further action or consent of the Lenders or L/C Issuer, to release any Pledged Stock of any Foreign Subsidiary set forth on Schedule 7.04(a) or Schedule 7.04(b), together with each Subsidiary of such Foreign Subsidiary, and any Permitted Restructured Foreign Subsidiary in connection with any liquidation, wind up, dissolution, deregistration or similar action or restructuring permitted pursuant to this Section 7.04 (Fundamental Changes) upon the occurrence of such event or, to the extent reasonably necessary to facilitate the occurrence of such contemplated event, prior to such event, as well as in connection with any Permitted Intercompany Merger.”.

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(qqqq) Section 7.05(j) (Dispositions) of the Credit Agreement is hereby amended by deleting the text “$300,000,000” each of the three times it appears in such Section and inserting the text “$500,000,000” in lieu thereof.

(rrrr) Section 7.11 (Burdensome Agreements) of the Credit Agreement is hereby amended by deleting the provision in its entirety and inserting the text “[Intentionally Deleted]” in lieu thereof.

(ssss) Section 7.15 (Capital Expenditures) of the Credit Agreement is hereby amended by inserting the following text in such Section after the semicolon (“;”) before the text “and provided, further,” in the final paragraph of such Section:

“provided, further, in the event of a Permitted Acquisition by the Borrower or its Subsidiaries from and after the Fourteenth Amendment Effective Date, the maximum amount for Capital Expenditures set forth above for any such fiscal year following the date of such Permitted Acquisition shall be increased by an amount equal to the product of (x) 125% and (y) the quotient obtained by dividing (i) the sum of the actual Capital Expenditures made by or in respect of the acquired entity (or in the case of an asset acquisition, made by the prior owner with respect to such assets) during each of the three (3) fiscal years (or if such acquired entity or prior owner, as the case may be, has been in existence for less than three years, such lesser period that such entity has been in existence) prior to the date of such Acquisition by (ii) three (3) (or if such acquired entity or prior owner, as the case may be, has been in existence for less than three years, such lesser period that such entity has been in existence).”.

(tttt) Section 7.19(b) (Subordinated Indebtedness) of the Credit Agreement is hereby amended by (i) inserting the text “mandatory” immediately before the text “redemption” in sub-clause (iv) of said Section, (ii) inserting the text “mandatory” immediately before the text “prepayment provisions” in sub-clause (iv) of said Section, and (iii) inserting “other than, in each instance of this clause (v), changes to the optional redemption or optional prepayment provisions of such Subordinated Indebtedness or Permitted Senior Notes” before the text “, in each of clauses (i) through (v)”.

(uuuu) Section 8.01(f) (Insolvency, Proceedings, Etc.) of the Credit Agreement is hereby amended by (i) inserting the text “, other than, with respect to dormant Foreign Subsidiaries, customary and usual arrangements that are voluntary and non-adversarial solely in conjunction with Permitted Intercompany Mergers and actions permitted to be taken pursuant to Section 7.04 hereof” after “any Debtor Relief Law” in the second line of said Section, and (ii) inserting the text “, other than, with respect to dormant Foreign Subsidiaries, customary and usual arrangements that are voluntary and non-adversarial utilized solely in conjunction with Permitted Intercompany Mergers and actions permitted to be taken pursuant to Section 7.04 hereof” after “all or any material part of its property” in said Section.

(vvvv) Section 9.08 (Agents in their Individual Capacity) of the Credit Agreement is hereby amended by inserting the following new clauses (d) and (e) at the end of said Section:

“(d) Barclays and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Barclays were not the Administrative Agent, an L/C Issuer or a Foreign Currency Fronting Lender hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Barclays or its Affiliates may receive

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information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Barclays shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, an L/C Issuer or a Foreign Currency Fronting Lender and the terms “Lender” and “Lenders” include Barclays in its individual capacity;

(e) DBNY and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though DBNY were not the Syndication Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, DBNY or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Syndication Agent shall be under no obligation to provide such information to them. With respect to its Loans, DBNY shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Syndication Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include DBNY in its individual capacity.”

(wwww) Section 10.01 (Amendments, Etc.) of the Credit Agreement is hereby amended by (i) deleting the text “Agents” in subclause (y) of said Section and inserting the text “Administrative Agent” in lieu thereof and (ii) deleting the text “Agents” in the second provided, further clause of said Section and inserting the text “Administrative Agent” in lieu thereof.

(xxxx) Section 10.02 (Notices; Etc.) of the Credit Agreement is hereby amended by deleting clause (d) of said Section and inserting the following new clause (d) in lieu thereof:

“(d) if to the Administrative Agent or the Swing Line Lender:

Barclays Bank PLC

1301 6^th Avenue, 8th Floor

New York, New York 10019

Attention: Patrick Kerner

Facsimile no: (917) 522-0569

E-Mail Address: patrick.kerner@barcap.com

with a copy to the Syndication Agent in the case of notices delivered pursuant to Section 6.02 (Certificates; Other Information) or Section 6.03 (Notices) at its address set forth below; and

(e) if to the Syndication Agent:

Deutsche Bank AG New York Branch

60 Wall Street

New York, New York 10005

Attention: Scottye Lindsey

Facsimile no: 646-736-7095

E-Mail Address: scottye.d.lindsey@db.com.”

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(yyyy) Section 10.07(c) (Assignments and Participations) of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing in the parenthetical in said Section and inserting a comma (“,”) in lieu thereof and (ii) inserting the text “, the 2010 Extended Revolving Credit Sub-Commitments and the 2010 Non-Extended Revolving Credit Sub-Commitments” immediately after the text “and the Non-Extended Revolving Credit Sub-Commitments” appearing in the parenthetical in said Section.

(zzzz) Exhibit C-2 (Form of Revolving Loan Note) to the Credit Agreement is hereby amended by restating the same in its entirety in the form of Exhibit C-2 (Form of Revolving Loan Note) attached hereto.

(aaaaa) Exhibit C-3 (Form of Swing Line Note) to the Credit Agreement is hereby amended by restating the same in its entirety in the form of Exhibit C-3 (Form of Swing Line Note) attached hereto.

(bbbbb) Exhibit E (Form of Assignment and Acceptance) to the Credit Agreement is hereby amended by restating the same in its entirety in the form of Exhibit E (Form of Assignment and Acceptance) attached hereto.

(ccccc) The Credit Agreement is hereby further amended by attaching new Exhibit M (Form of 2010 Extended Revolving Credit Sub-Commitment Agreement) in the form of Exhibit M (Form of 2010 Extended Revolving Credit Sub-Commitment Agreement) attached hereto.

(ddddd) The Credit Agreement is hereby further amended by attaching new Schedule 6.18 (Deposit Accounts) in the form of Schedule 6.18 (Deposit Accounts) attached hereto.

(eeeee) The Credit Agreement is hereby further amended by attaching new Schedule 7.04(a) (Dormant Foreign Subsidiaries) in the form of Schedule 7.04(a) (Dormant Foreign Subsidiaries) attached hereto.

(fffff) The Credit Agreement is hereby further amended by attaching new Schedule 7.04(b) (Restructured Foreign Subsidiaries) in the form of Schedule 7.04(b) (Restructured Foreign Subsidiaries) attached hereto.

Section 4. Certain Amendments to the Pledge and Security Agreement. As of the Effective Date, and subject to the satisfaction of the conditions set forth in Section 6 (Conditions to Effectiveness) hereof:

(a) The defined term “Deposit Account Control Agreement” appearing in Section 1.1 (Definitions) of the Pledge and Security Agreement is hereby amended by deleting the text “Agents” in each of the two places it appears and inserting the text “Administrative Agent” in lieu thereof.

(b) The defined term “Securities Account Control Agreement” appearing in Section 1.1 (Definitions) of the Pledge and Security Agreement is hereby amended by deleting the text “Agents” in each of the two places it appears and inserting the text “Administrative Agent” in lieu thereof.

(c) Section 1.2(h) (Certain Other Terms) of the Pledge and Security Agreement is hereby amended by inserting the text “ and including, on and after the Fourteenth Amendment Effective Date, Barclays as successor Administrative Agent to DBNY” after the word “LCPI” appearing in said Section.

(d) Section 2.3 (Cash Collateral Accounts) of the Pledge and Security Agreement is hereby amended by deleting the first sentence thereof in its entirety and inserting the following new sentence in lieu thereof:

“The Administrative Agent may establish a Deposit Account at Barclays, designated as “Barclays Bank PLC – Jarden Corporation Concentration Account.”.

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(e) Section 4.6 (Delivery of Instruments and Chattel Paper) of the Pledge and Security Agreement is hereby amended by deleting the text “Deutsche Bank AG New York Branch as Administrative Agent” and inserting the text “Barclays Bank PLC, as Administrative Agent” in lieu thereof.

(f) Each Annex to the Pledge and Security Agreement is hereby amended by deleting each reference to “Deutsche Bank AG New York Branch” appearing therein and inserting the text “Barclays Bank PLC” (or, in the case of any signature blocks thereto, “BARCLAYS BANK PLC”) in lieu thereof.

Section 5. Acknowledgements with respect to Local Credit Facility Intercreditor Agreement. The Required Lenders acknowledge that, pursuant to the terms of the Local Credit Facility Intercreditor Agreement, the appointment of Barclays as Successor Agent shall also constitute the appointment of Barclays as Enforcement Agent (as defined in the Local Credit Facility Intercreditor Agreement) pursuant to Section 3.1(e) (Appointment and Authorizations) of the Local Credit Facility Intercreditor Agreement.

Section 6. Conditions to Effectiveness. This Amendment shall become effective as of the date (the “Effective Date”) on which each of the following conditions precedent shall have been satisfied (which, in the case of the conditions described in clause (a)(iii) below, may be satisfied concurrently with the Effective Date):

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

(i) this Amendment, duly executed by the Borrower, the Administrative Agent, each 2010 Extending Term Lender, each 2010 Extending Revolving Lender and the Required Lenders;

(ii) the Consent, Agreement and Affirmation of Guaranty in the form attached hereto as Exhibit A (the “Guarantor Consent”), duly executed by each of the Guarantors;

(iii) (x) the DBNY Resignation and Assignment Agreement, in the form attached hereto as Exhibit B, duly executed by the Borrower, the Guarantors, the Existing Agent and the Successor Agent, dated as of the date hereof and (y) the “Effective Date” under, and as defined in, the DBNY Resignation and Assignment Agreement shall have occurred;

(iv) certified copies of resolutions of the Board of Directors or Sole Member, as applicable, of each Loan Party approving the execution, delivery and performance of this Amendment and the other Loan Documents delivered in connection herewith to which such Loan Party is a party;

(v) a favorable opinion of Kane Kessler, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent and addressing such matters relating to this Amendment as the Successor Administrative Agent may reasonably request;

(vi) a copy of the notice delivered by a Responsible Officer of the Borrower (or by an authorized attorney at Kane Kessler, P.C, counsel to the Borrower), to each Local Agent in respect of each outstanding Local Credit Facility pursuant to the requirements of Section 5.4(c)

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(Matters Relating to Loan Documents) of the Local Credit Facility Intercreditor Agreement, pursuant to which the Borrower notifies each such Local Agent of the amendments contained herein, certified by a Responsible Officer of the Borrower as being a true, complete and correct copy of such notice and together with evidence reasonably satisfactory to the Administrative Agent and the Successor Agent that such notice shall have been delivered by the Borrower to such Local Agents at least three (3) Business Days prior to the Effective Date; and

(vii) such additional documentation as the Administrative Agent, the Successor Administrative Agent or the Required Lenders may reasonably require prior to the execution and delivery of this Amendment.

(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 Administrative Agent, the Successor Administrative Agent and the Required Lenders.

(c) Representations and Warranties; No Defaults. The Administrative Agent and the Successor Administrative Agent, for the benefit of the Agents, the Successor Agent 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:

(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 representations and warranties shall have been true and correct in all material respects as of such earlier date;

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

(iii) to Borrower’s knowledge, after conducting a commercially reasonable inquiry regarding the accuracy of Schedule 3, Schedule 3 to the DBNY Resignation and Assignment Agreement contains a complete list of all possessory Collateral delivered to the Existing Agent; and

(iv) Schedule 4 to the DBNY Resignation and Assignment Agreement contains a complete and accurate list of the jurisdiction of organization, legal name and chief executive office or sole place of business, in each case of as of the date hereof, of the Borrower and each Guarantor;

(d) Extension of Term Loans. Term Loan Lenders holding, in the aggregate, at least fifty percent (50%) of the outstanding principal amount of Term Loan B1, Term Loan B2 and Term Loan B3 shall have executed this Amendment as 2010 Extending Term Lenders, and an aggregate of no less than fifty percent (50%) of the outstanding principal amount of Term Loan B1, Term Loan B2 and Term Loan B3 shall have been converted into Loans under Term Loan B5.

(e) Consent Fee. The Successor Administrative Agent shall have received from the Borrower a consent fee payable in Dollars for the account of each Lender that has returned an executed signature page to this Amendment to the Successor Administrative Agent at or prior to 12:00 p.m., New York City time on August 20, 2010 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 0.10% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Credit Commitment, if any, of such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered.

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Section 7. Certain Covenants and Agreements.

(a) Further Assurances. The Borrower hereby covenants and agrees that after giving effect to this Amendment, the resignation of DBNY as Existing Agent and the appointment of Barclays as Successor Agent, the Borrower and its Subsidiaries shall take such other actions and deliver such documents, at their sole cost and expense, as reasonably requested by the Successor Agent in furtherance of the foregoing, and the Borrower shall otherwise comply in all respects with Section 6.20 (Further Assurances) of the Credit Agreement in accordance with the terms thereof.

(b) Default. Any breach by the Borrower of its obligations under this Section 7 shall constitute a Default under Section 8.01 (c) (Other Defaults) of the Credit Agreement and, if unremedied after the provision of notice and passage of time contemplated by such Section, an Event of Default for all purposes of the Credit Agreement and the other Loan Documents.

Section 8. Representations and Warranties. The Borrower, on behalf of itself and the other Loan Parties, hereby represents and warrants to the Agents, the Successor 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; and

(b) this Amendment has been duly executed and delivered by each Loan Party, and each of this Amendment, the Credit Agreement and the Pledge and Security 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 9. 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 the “Credit Agreement”, the “Pledge and Security Agreement”, “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, the Pledge and Security Agreement, or such other Loan Document, as applicable, as amended by this Amendment.

(b) Except 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) 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, except as to any waiver expressly set forth in this Amendment.

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

Section 10. 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 and the Successor Agent for all reasonable fees, costs and out-of-pocket expenses due and payable by the Borrower pursuant to the Loan Documents, as well as such costs and expenses (including Attorney Costs) for advice, assistance, or other representation of the Successor Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, the DBNY Resignation and Assignment Agreement and all related documents.

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 Amendment (or of the Credit Agreement, and the Pledge and Security Agreement, to the extent modified pursuant to this Amendment) 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 or the Successor Administrative Agent of a facsimile, PDF or other electronic copy of an executed signature page hereof shall constitute receipt by the Administrative Agent or the Successor Administrative Agent, as the case may be, 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]

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

JARDEN CORPORATION, as Borrower
By:	/s/ John E. Capps

Name:	John E. Capps
Title:	Senior Vice President and General Counsel

S-1

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Swing Line Lender, Foreign Currency Lender and a Lender under the Credit Agreement

By: /s/ Scottye Lindsey

Name:	Scottye Lindsey
Title:	Director

By: /s/ Erin Morrissey

Name:	Erin Morrissey
Title:	Vice President
CITICORP USA, INC., as Syndication Agent and a Lender under the Credit Agreement

By: /s/ Allen Fisher

Name:	Allen Fisher
Title:	Managing Director
JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent, a L/C Issuer and a Lender

By: /s/ Michelle Cipriani

Name:	Michelle Cipriani
Title:	Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation
Agent, a L/C Issuer and a Lender

By: /s/ Chris D. Thornton

Name:	Chris D. Thornton
Title:	Senior Vice President

S-2

SOVEREIGN BANK, as

Co-Documentation Agent, a L/C Issuer and

a Lender

By: /s/ Carlos A. Calixto

Name:	Carlos A. Calixto
Title:	Vice President
SUNTRUST BANK, as Co-Documentation Agent and a Lender

By: /s/ Matt Rowand

Name:	Matt Rowand
Title:	Vice President
WELLS FARGO BANK, N.A., as Co-Documentation Agent, a L/C Issuer and a Lender

By: /s/ Donald Schwartz

Name:	Donald Schwartz
Title:	Managing Director

S-3

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Martin E. Franklin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Jarden Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 29, 2010

/s/ Martin E. Franklin

Martin E. Franklin

Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Ian G.H. Ashken, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Jarden Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 29, 2010

/s/ Ian G.H. Ashken

Ian G.H. Ashken

Vice Chairman and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jarden Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin E. Franklin, Chairman and Chief Executive Officer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Martin E. Franklin

Martin E. Franklin

Chairman and Chief Executive Officer

October 29, 2010

In connection with the Quarterly Report of Jarden Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ian G.H. Ashken, Vice Chairman and Chief Financial Officer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Ian G.H. Ashken

Ian G.H. Ashken

Vice Chairman and Chief Financial Officer

October 29, 2010