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Entry into a Material Definitive

Credit Agreement Amendment

Company

) entered into Amendment No.2 to its Amended and Restated Credit Agreement (as defined below) (the

Amended and Restated Credit Agreement Amendment

), which amended certain provisions of the Amended and Restated Credit Agreement, dated as of December19, 2014 (as amended, supplemented, restated or otherwise modified from time to time, the

Amended and Restated Credit Agreement

), among the Company, as the US Borrower, Jarden Lux Holdings S. r.l. and Jarden Lux Finco S. r.l., Barclays Bank PLC, as administrative agent and collateral agent (the

Administrative Agent

), and the several lenders (the

Lenders

) and letter of credit issuers from time to time party thereto. Jarden Lux Holdings S. r.l. and Jarden Lux Finco S. r.l. are wholly-owned direct or indirect subsidiaries of the Company.

The Amended and Restated Credit Agreement Amendment was entered into in order toimplement a $200,000,000 increase in the Companys Tranche A Term Loan Facility under the Amended and Restated Credit Agreement, which matures on December 19, 2019.

In connection with the execution of the Amended and Restated Credit Agreement Amendment, the Company and each existing guarantor under the Amended and Restated Credit Agreement executed a Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement (the

Consent

) whereby they consented to the terms of the Amended and Restated Credit Agreement Amendment and agreed that the terms of the Amended and Restated Credit Agreement Amendment will not affect in any way their respective obligations and liabilities under any loan document.

The foregoing summary description of the Amended and Restated Credit Agreement Amendment, the Consent and the transactions contemplated thereby are not intended to be complete, and are qualified in their entirety by the complete texts of the Amended and Restated Credit Agreement Amendment and the Consent, copies of which are filed with this Current Report on

Form8-K

as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference as though they were fully set forth herein.

Senior Notes Closing

On October30, 2015, the Company completed the private offering (the

Offering

) of $300million in aggregate principal amount of its 5% Senior Notes due 2023 (the

Notes

).

The Notes have not been registered under the Securities Act of 1933, as amended (the

Securities Act

), or the securities laws of any other jurisdiction, and unless so registered, the securities may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes were issued by the Company to Barclays Capital Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC and the other initial purchasers named in a purchase agreement (the

Initial Purchasers

) among the Initial Purchasers, the Company and the guarantor subsidiaries party thereto, in a private placement pursuant to Section4(2) of the Securities Act and were resold by the Initial Purchasers in the United States to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S.

persons in compliance with Regulation S under the Securities Act only. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the purchase agreement.

The Notes are governed by an indenture (the

Indenture

), dated October30, 2015, by and among the Company, certain of its domestic subsidiaries as guarantors and Wells Fargo Bank, National Association, as trustee (the

Trustee

). The Trustee is a lender under the Companys securitization facility and also acts as trustee under the Companys 3

3

4

% senior notes due 2021, 6

1

8

% senior notes due 2022, 7

1

2

% senior subordinated notes due 2017, 1

7

8

% senior subordinated convertible notes due 2018, 1

1

2

% senior subordinated...


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