AMENDMENT N O. 12 TO CREDIT AGREEMENT

Exhibit 10.1

A MENDMENT N O . 12 TO C REDIT A GREEMENT

This A MENDMENT N O . 12 TO C REDIT A GREEMENT , dated as of August 20, 2009 (this “ Twelfth Amendment ”), among J ARDEN C ORPORATION , a Delaware corporation (the “ Borrower ”), D EUTSCHE B ANK AG N EW Y ORK B RANCH (“ DBNY ”), as Administrative Agent (as defined below), as Foreign Currency Fronting Lender and as Swing Line Lender, the L/C Issuers party thereto and C ITICORP USA, I NC ., as Syndication Agent (as defined below), amends certain provisions of the C REDIT A GREEMENT , 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 ”), C ITICORP USA, I NC ., 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 B ANK OF A MERICA , N.A., N ATIONAL C ITY B ANK OF I NDIANA and S UN T RUST B ANK , as co-documentation agents for the Lenders and L/C Issuers. Unless otherwise specified herein, all capitalized terms used in this Twelfth Amendment shall have the meanings ascribed to such terms in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, the Borrower desires to modify and amend certain provisions of the Credit Agreement as more fully described herein;

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

WHEREAS, the Borrower, each Guarantor party to the Guarantor Consent (as defined below), each Lender and the Administrative Agent agree, subject to the limitations and conditions set forth herein, to amend or otherwise modify the Credit Agreement as set forth herein.

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

Section 1. Certain Amendments to the Credit Agreement . As of the Twelfth Amendment Effective Date (as defined below), and subject to the satisfaction of the conditions set forth in Section 2 (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 :

“Additional Intercreditor Agreement” means an intercreditor agreement among the Administrative Agent and one or more Senior Representatives for holders of secured Permitted Senior Notes providing that, inter alia, the Liens on the Collateral as between the Administrative Agent (for the benefit of the Secured Parties) and one or more Senior Representatives (for the benefit of the holders of secured Permitted Senior Notes) shall be pari passu (but without regard to control of remedies), as such intercreditor agreement may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. The Additional Intercreditor Agreement shall be in a form customary for transactions of the type contemplated thereby and otherwise reasonably satisfactory to the Administrative Agent and the Borrower and, to the extent agreed to by the Administrative Agent, the Senior

Representative for the applicable holders of secured Permitted Senior Notes, may be in the form of an amendment and restatement of the Local Credit Facility Intercreditor Agreement.

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

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

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

“Extending Term Lender” means any Term Loan Lender that has submitted an executed Term Loan 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 Twelfth Amendment prior to the deadline specified in Twelfth Amendment.

“Letter of Credit Back-Stop Arrangement” has the meaning specified in Section 2.04(p) (Letters of Credit) .

“Senior Representative” means, with respect to any series of secured Permitted Senior Notes, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Stated Term Loan B4 Maturity Date” shall mean January 26, 2015.

“ Term Loan B1 Extension Amount ” means with respect to the Term Loan B1 of any Extending Term Lender, the sum of (a) the product obtained by multiplying (x) the principal amount of such Lender’s Term Loan B1 subject to a Term Loan Extension Election by (y) a fraction, the numerator of which is the lesser of, (i) the greater of $600,000,000 less the aggregate principal amount of Term Loans B3 subject to Term Loan Extension Elections and $200,000,000, and (ii) the aggregate principal amount of Term Loans B1 and Term Loans B2 subject to Term Loan Extension Elections, and the denominator of which is the aggregate principal amount of Term Loans B1 and Term Loans B2 subject to Term Loan Extension Elections plus (b) the product obtained by multiplying (x) the principal amount of such Lenders’ Term Loan B1 subject to a Term Loan Extension by (y) a fraction, the numerator of which is the portion of the aggregate principal amount of Term Loans accepted for extension by the Borrower on the Twelfth Amendment Effective Date in excess of $600,000,000 which the Borrower has elected to be applied to the Term Loan B1 and Term Loan B2 and the denominator of which is the aggregate principal amount of Term Loan B1 and Term Loan B2 subject to Term Loan Extension Elections.

“Term Loan B2 Extension Amount” means with respect to the Term Loan B2 of any Extending Term Lender, the sum of (a) the product obtained by multiplying (x) the principal amount of such Lender’s Term Loan B2 subject to a Term Loan Extension Election by (y) a fraction, the numerator of which is the lesser of, (i) the greater of $600,000,000 less the aggregate principal amount of Term Loans B3 subject to Term Loan Extension Elections and $200,000,000, and (ii) the aggregate principal amount of Term Loans B1 and Term Loans B2 subject to Term Loan Extension Elections, and the denominator of which is the aggregate principal amount of Term Loans B1 and Term Loans B2 subject to Term Loan Extension Elections plus (b) the product obtained by multiplying (x) the principal amount of such Lenders’ Term Loan B2 subject

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to a Term Loan Extension by (y) a fraction, the numerator of which is the portion of the aggregate principal amount of Term Loans accepted for extension by the Borrower on the Twelfth Amendment Effective Date in excess of $600,000,000 which the Borrower has elected to be applied to the Term Loan B1 and Term Loan B2 and the denominator of which is the aggregate principal amount of Term Loan B1 and Term Loan B2 subject to Term Loan Extension Elections.

“Term Loan B3 Extension Amount” means with respect to the Term Loan B3 of any Extending Term Lender, the sum of (a) the product obtained by multiplying (x) the principal amount of such Lender’s Term Loan B3 subject to a Term Loan Extension Election by (y) a fraction, the numerator of which is the lesser of the aggregate principal amount of Term Loans B3 subject to Term Loan Extension Elections and $400,000,000, and the denominator of which is the aggregate principal amount of Term Loans B3 subject to Term Loan Extension Elections, plus (b) the product obtained by multiplying (x) the principal amount of such Lenders’ Term Loan B3 subject to a Term Loan Extension by (y) a fraction, the numerator of which is the portion of the aggregate principal amount of Term Loans accepted for extension by the Borrower on the Twelfth Amendment Effective Date in excess of $600,000,000 which the Borrower has elected to be applied to the Term Loan B3 and the denominator of which is the aggregate principal amount of Term Loans B3 subject to Term Loan Extension Elections.

“Term Loan B4” shall have the meaning assigned to such term in Section 2.01(c) (Term Loan; Facilities Increase) .

“ Term Loan Extension Election ” means an election by a Term Loan Lender on the signature page to the Twelfth Amendment, to have the Term Loan B1 Extension Amount, Term Loan B2 Extension Amount and/or Term Loan B3 Extension Amount of its Term Loan B1, Term Loan B2 and/or Term Loan B3, respectively, converted into a Term Loan B4, pursuant to Section 2.01(c)(Term Loan; Facilities Increase) .

“Twelfth Amendment” means that certain Amendment No. 12 to this Agreement, dated as of August [      ], 2009, among the Borrower, the Agents and each Lender party thereto.

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

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

“(iv) with respect to the Segments of the Term Loan B4 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;”.

(c) The defined term “Back-Stop Arrangements” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “, Letter of Credit Back-Stop Arrangements” immediately following the text “Foreign Currency Back-Stop Arrangements” appearing in said definition.

(d) The defined term “Defaulting Lender” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “ Section 2.04(p)(Letters of Credit) ,” immediately prior to the text “ Section 2.05(a) (Swing Line Loans) ” appearing in said definition.

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(e) The defined term “L/C Issuer” appearing in Section 1.01(Defined Terms) of the Credit Agreement is hereby amended by inserting the text “DBNY, JP Morgan Chase Bank, N.A., Barclays Bank PLC,” immediately prior to the text “CUSA” appearing in said definition.

(f) The defined term “Permitted Receivables Refinancing” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “$250,000,000” appearing therein and inserting the text “$400,000,000” in lieu thereof.

(g) The defined term “Permitted Senior Notes” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “(i) no such Indebtedness shall be secured by any asset of the Borrower or any of its Subsidiaries,” appearing therein and inserting the following text in lieu thereof:

“such Indebtedness may be secured or unsecured and if secured (x) is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (y) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (z) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Additional Intercreditor Agreement, provided that if such Indebtedness is the initial secured Permitted Senior Notes incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered the Additional Intercreditor Agreement.”

(h) The definition of “Stated Term Loan Maturity Date” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (i)  of said definition and inserting a comma (“,”) in lieu thereof and (ii) inserting the text “other than, for the avoidance of doubt, the Term Loan B4” immediately after the first instance of the text “Incremental Term Loan” in clause (ii)  of said definition, and (iii) inserting the text “and (iii) with respect to each Term Loan B4, the Stated Term Loan B4 Maturity Date” immediately preceding the period (“.”) at the end of said definition.

(i) The defined term “Term Loan” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “and, for the avoidance of doubt, shall include each Term Loan B4” immediately preceding the period (“.”) at the end of said definition.

(j) The defined term “Term Loan Facility” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “The Term Loan Facility shall include the Term Loans converted into Term Loans B4 on the Twelfth Amendment Effective Date” immediately following the period (“.”) at the end of said definition.

(k) The definition of “Term Loan Maturity Date” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (i)  of said definition and inserting a comma (“,”) in lieu thereof, (ii) inserting the text “other than, for the avoidance of doubt, the Term Loan B4” immediately after the first instance of the text “Incremental Term Loan,” in clause (ii)  of said definition, and (iii) inserting the text “and (iii) with respect to each Term Loan B4, the Stated Term Loan B4 Maturity Date” immediately after the text “Stated Incremental Term Loan Maturity Date” appearing in said definition.

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(l) The definition of “Tranche” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “, Term Loan B4” immediately following the text “Term Loan B3” appearing in said definition.

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

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

(i) a principal amount of such Extending Term Lender’s Term Loans B1 outstanding under this Agreement immediately prior to the effectiveness of the Twelfth Amendment equal to such Term Lender’s Term Loan B1 Extension Amount shall automatically be converted into a new term loan to the Borrower in Dollars and having the same principal amount (a “ B1 Converted Term Loan ”) and shall on and after the Twelfth Amendment Effective Date have all the rights and benefits of a Term Loan B4 as set forth in this Agreement and the other Loan Documents;

(ii) a principal amount of such Extending Term Lender’s Term Loans B2 outstanding under this Agreement immediately prior to the effectiveness of the Twelfth Amendment equal to such Term Lender’s Term Loan B2 Extension Amount shall automatically be converted into a new term loan to the Borrower in Dollars and having the same principal amount (a “ B2 Converted Term Loan ”) and shall on and after the Twelfth Amendment Effective Date have all the rights and benefits of a Term Loan B4 as set forth in this Agreement and the other Loan Documents;

(iii) a principal amount of such Extending Term Lender’s Term Loans B3 outstanding under this Agreement immediately prior to the effectiveness of the Twelfth Amendment equal to such Term Lender’s Term Loan B3 Extension Amount shall automatically be converted into a new term loan to the Borrower in Dollars and having the same principal amount (a “ B3 Converted Term Loan ” and together with the B1 Converted Term Loan and the B2 Converted Term Loan, the “ Term Loan B4 ”) and shall on and after the Twelfth Amendment Effective Date have all the rights and benefits of a Term Loan B4 as set forth in this Agreement and the other Loan Documents;

(iv) notwithstanding anything herein to the contrary, any portion of Term Loan B4 (x) that was a Eurodollar Loan immediately prior to the effectiveness of the Twelfth 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(c)(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 B4 was converted up to but excluding the Twelfth Amendment Effective Date.”.

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

“(h) On the Twelfth Amendment Effective Date, Interest Periods with respect to the Term Loan B4 Loans shall be as follows: (i) Term Loans B4 shall be deemed made as Eurodollar Loans in an amount equal to the amount of the Term Loans converted pursuant to Section  2.01(c)(Term Loan; Facilities Increase) that were outstanding as Eurodollar Loans at the time of conversion (such Term Loans B4 to correspond in amount to Term Loans so converted of a given Interest Period), (ii) Interest Periods for the Term Loans B4 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 amount equal to the amount of Term Loans converted pursuant to Section 2.01(c)(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 Extending Term Lenders as a result of the conversions pursuant to Section 2.01(c)(Term Loan; Facilities Increase) .”.

(o) Section 2.04 (Letters of Credit) of the Credit Agreement is hereby amended by inserting the following new clause (p)  immediately after clause (o)  of said Section :

“(p) Notwithstanding anything to the contrary contained in this Agreement, no L/C Issuer shall be required to issue, renew, extend or amend any Letter of Credit at any time a Revolving Lender is a Defaulting Lender, unless such L/C Issuer has entered into arrangements with the Borrower satisfactory to such L/C Issuer to eliminate its risk with respect to the participation in Letters of Credit by each Defaulting Lender, including by requiring the Borrower to cash collateralize such Defaulting Lender’s Pro Rata Revolving Share of the outstanding L/C Obligations (such arrangements, the “Letter of Credit Back-Stop Arrangements” ) in an amount at all times equal to 105% of each Defaulting Lender’s Pro Rata Revolving Share of the outstanding L/C Obligations.”

(p) Section 2.06(b)(i)(Optional Prepayment of the Term Loan) of the Credit Agreement is hereby amended by (i) deleting the text “and the Term Loan B3, and thereafter to the Type(s) of Segment of each of the Term Loan B1, Term Loan B2 and Term Loan B3” appearing in clause (iv) of said Section and inserting the text “the Term Loan B3, and, at the option of the Borrower, Term Loan B4, and thereafter to the Type(s) of Segment of each of the Term Loan B1, Term Loan B2 and Term Loan B3 and, if appropriate, the Term Loan B4” in lieu thereof, and (ii) inserting the text “relevant” immediately after the text “All prepayments of principal under this Section 2.06(b) shall be applied to installments of principal of the” appearing in said Section.

(q) Section 2.06(d)(Prepayments If Outstandings Exceed Commitments) of the Credit Agreement is hereby amended by inserting the following new sub-clause (iv)  immediately after sub-clause (iii)  of said Section :

“(iv) If any Revolving Lender becomes a Defaulting Lender at any time that any Letter of Credit is outstanding, the Borrower shall enter into Letter of Credit Back-Stop Arrangements with the relevant L/C Issuer or L/C Issuers no later than 10 Business Days after the date such Revolving Lender becomes a Defaulting Lender (or such date as the L/C Issuers shall otherwise agree in their sole discretion).”

(r) Section 2.08(d)(Repayment of Loans) of the Credit Agreement is hereby amended by deleting sub-clause (d)  in its entirety and inserting the following new sub-clause (d)  in lieu thereof:

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“(d) the Term Loan B1 on the dates and in the amounts set forth below, subject to adjustments for prepayments made pursuant to Section 2.06 (Prepayments) :

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