AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALES AGREEMENT

Exhibit 10.4

EXECUTION VERSION

AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

DATED AS OF AUGUST 8, 2007

A MONG

E ARTH P RODUCTS , I NC ., JT S PORTS , LLC, K-2 C ORPORATION , K-2 I NTERNATIONAL , I NC ., K-2 I NTERNET C OMPANY , LLC, K2 S NOWSHOES , I NC ., R IDE M ANUFACTURING , I NC , S ITCA C ORPORATION , M ARMOT M OUNTAIN , LLC, S PORTS R ECREATION C OMPANY L TD ., R AWLINGS S PORTING G OODS C OMPANY , I NC ., S HAKESPEARE I NDUSTRIES , I NC ., P ENN F ISHING T ACKLE M FG . C O ., S EA S TRIKER I NC ., S HAKESPEARE A LL S TAR A CQUISITION LLC, S HAKESPEARE C OMPANY , LLC, S HAKESPEARE C ONDUCTIVE F IBERS , LLC, S EVCA , LLC, SMCA, I NC ., S TEARNS I NC ., H EARTHMARK , LLC, P URE F ISHING , I NC ., T HE U NITED S TATES P LAYING C ARD C OMPANY , P INE M OUNTAIN C ORPORATION , T HE C OLEMAN C OMPANY , I NC .

AND S UNBEAM P RODUCTS , I NC .

AS O RIGINATORS ,

AND

J ARDEN R ECEIVABLES , LLC,

AS B UYER

TABLE OF CONTENTS

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AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

THIS AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of August 8, 2007, is by and among:

(1) EARTH PRODUCTS, INC., a California corporation, JT SPORTS, LLC, a Delaware limited liability company, K-2 CORPORATION, an Indiana corporation, K-2 INTERNATIONAL, INC., an Indiana corporation, K-2 INTERNET COMPANY, LLC, a Delaware limited liability company, K2 SNOWSHOES, INC., a Delaware corporation, RIDE MANUFACTURING, INC, a California corporation, SITCA CORPORATION, a Washington corporation, MARMOT MOUNTAIN, LLC, a Delaware limited liability company, SPORTS RECREATION COMPANY LTD., a Nevada corporation, RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware corporation, SHAKESPEARE INDUSTRIES, INC., a Delaware corporation, PENN FISHING TACKLE MFG. CO., a Pennsylvania corporation, SEA STRIKER INC., a North Carolina corporation, SHAKESPEARE ALL STAR ACQUISITION LLC, a Delaware limited liability company, SHAKESPEARE COMPANY, LLC, a Delaware limited liability company, SHAKESPEARE CONDUCTIVE FIBERS, LLC, a Delaware limited liability company, SEVCA, LLC, a Delaware limited liability company, SMCA, INC., a Minnesota corporation, STEARNS INC., a Minnesota corporation, HEARTHMARK, LLC, a Delaware limited liability company ( “Hearthmark” ), PURE FISHING, INC., an Iowa corporation ( “Fishing” ), THE UNITED STATES PLAYING CARD COMPANY, a Delaware corporation ( “US Playing Card” ), PINE MOUNTAIN CORPORATION, a Delaware corporation ( “Pine Mountain” ), THE COLEMAN COMPANY, INC., a Delaware corporation ( “Coleman” ), and SUNBEAM PRODUCTS INC., a Delaware corporation ( “Sunbeam” ); each, together with any New Originator (as hereinafter defined), herein referred to collectively as the “ Originators ” and each as an “ Originator ”;

(2) JARDEN RECEIVABLES, LLC , a Delaware limited liability company ( “Buyer” ).

This Agreement amends and restates in its entirety that certain Receivables Contribution and Sale Agreement dated as of August 24, 2006 among the parties (the “Existing Agreement ”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meanings assigned to such terms in the Loan Agreement).

PRELIMINARY STATEMENTS

Pursuant to the Existing Agreement, on the Original Funding Date, Sunbeam contributed certain Receivables (the “ Original Contributed Receivables ”) to the capital of Buyer, and Coleman sold certain Receivables (the “ Original Purchased Receivables ”) to Borrower in consideration for the purchase price set forth in the Existing Agreement.

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After the original Funding Date, Coleman and Sunbeam sold additional Receivables (the “ Original Additional Purchased Receivables ” and, together with the Original Contributed Receivables and the Original Purchased Receivables, the “ Original Receivables ”) to Buyer in consideration for the purchase price set forth in the Existing Agreement. From and after the Original Funding Date and prior to the Restatement Effective Date, no further contributions of Receivables were made by Sunbeam.

Each of Sunbeam, Coleman and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each New Originator wishes to become party thereto.

Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator.

Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Amended and Restated Loan Agreement dated as of August 8, 2007 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Loan Agreement” ) among Buyer, as borrower, Jarden Corporation, a Delaware corporation, as initial servicer (the “ Initial Servicer ” ), Three Pillars Funding LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “ Lender ”) and SunTrust Robinson Humphrey, Inc., a Tennessee corporation, as agent and administrator for the Lender (in such capacity, together with its successor and assigns in such capacity, the “ Administrator ”).

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NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMOUNTS AND TERMS OF CONTRIBUTIONS AND PURCHASES

Section 1.1 Contributions of Receivables. From time to time on and after the Restatement Effective Date, Sunbeam in its sole discretion may contribute to Buyer’s capital, and Buyer agrees to accept from Sunbeam, Additional Contributed Receivables, together with all Related Security relating thereto and all Collections thereof.

Section 1.2 Purchases of Receivables . Effective on the Restatement Effective Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein:

(a) Each Restatement Date Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and buyer does hereby purchase from such Restatement Date Originator, all of such Restatement Date Originator’s right, title and interest in and to the Initial Purchased Receivables; and

(b) Each Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from such Originator, all of such Originator’s right, title and interest in and to the Additional Purchased Receivables, together, in each case, with all Related Security relating thereto and all Collections thereof.

In accordance with the preceding clauses (a) and (b), on the Restatement Effective Date, Buyer shall acquire all of each Restatement Date Originator’s right, title and interest in and to all Initial Purchased Receivables and, on each subsequent Purchase Date, each Originators’ right, title and interest in and to the Additional Purchased Receivables, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased from each Originator hereunder in accordance with Section 1.4.

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Section 1.3 Purchases and Contributions.

(a) At least two (2) Business Days prior to each Distribution Date (each, a “Monthly Reporting Date” ), each Originator shall (or shall require the Servicer to) deliver to Buyer a report in substantially the form of Exhibit V hereto (each such report being herein called a “Purchase and Contribution Report” ) with respect to the Receivables sold or, as applicable, contributed by such Originator to Buyer during the Calculation Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information or documents as Buyer may reasonably request.

(b) It is the intention of the parties hereto that each Purchase and contribution of Receivables made hereunder or under the Existing Agreement shall constitute a sale or other outright transfer, which sale or transfer is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.5 , each sale and contribution of Receivables hereunder or under the Existing Agreement is made without recourse to any Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties, covenants and indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) no such sale shall constitute or is intended to result in an assumption by Buyer or any assignee thereof of any obligation of any Originator or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of any Originator. In view of the intention of the parties hereto that each Purchase and contribution of Receivables made hereunder and under the Existing Agreement shall constitute a sale or other outright transfer of such Receivables rather than loans secured thereby, each of the Originators agrees that on or prior to the date on which it became or hereafter becomes a party to this Agreement and in accordance with Section 4.1(e)(ii) , it will mark its master data processing records relating to the Receivables originated by such Originator with an indication acceptable to Buyer and to the Administrator (as Buyer’s assignee) evidencing that Buyer has acquired such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been sold or contributed to Buyer. Upon the request of Buyer or the Administrator (as Buyer’s assignee), each Originator will execute (if required) and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Administrator (as Buyer’s assignee) may reasonably request.

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Section 1.4 Payment for the Purchases .

(a) From and after the Restatement Effective Date, the Purchase Price for each Purchase (i) shall be paid to the applicable Originator by delivery of immediately available funds to the extent of funds loaned to or Collections made available to Buyer under the Loan Agreement (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid), (ii) shall be paid to such Originator in the manner provided in the following paragraph (b), and (iii) shall be due and owing in full by Buyer to the applicable Originator or its designee on the latest to occur of (A) the Restatement Effective Date, (B) such later date on which such Originator becomes party to this Agreement, and (C) the date each such Receivable comes into existence. From and after the Termination Date, no Originator shall be obligated to sell Receivables to Buyer.

(b) Although the Purchase Price for each Purchased Receivable shall be due and payable in full by Buyer to such Originator on the date specified in Section 1.4(a), settlement of the Purchase Price between Buyer and each Originator may be effected on a monthly basis on Settlement Dates with respect to all Receivables coming into existence during the same Calculation Period and based on the information contained in the Purchase and Contribution Report delivered by such Originator for the Calculation Period then most recently ended. Although settlement shall be effected on Settlement Dates, any contribution of capital by Sunbeam to Buyer made pursuant to Section 1.1(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.

Section 1.5 Deemed Collections; Purchase Price Credit Adjustments . If on any day:

(a) the Outstanding Balance of a Purchased Receivable is:

(i) reduced as a result of any defective or rejected or returned goods or services, any discount or any adjustment or otherwise by the applicable Originator (other than as a result of such Receivable becoming a Charge-Off or to reflect cash Collections on account of such Receivable),

(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or

(b) any of the representations and warranties set forth in Sections 2.1(h), (i), (j), (l), (r), (s), (t), (u), the second sentence of Section 2.1(q) hereof and the last clause (relating to bulk sales laws) of Section 2.1(c) are not true when made or deemed made with respect to any Purchased Receivable,

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then, in such event, the applicable Originator shall be deemed to have received a Collection of such Purchased Receivable (each such Purchased Receivable, a “Defective Receivable” ), and Buyer shall be entitled to a credit (each, a “Purchase Price Credit” ) against the Purchase Price otherwise payable hereunder with respect to Receivables originated by such Originator, in each case, in an amount equal to the Outstanding Balance of such Purchased Receivable (calculated before giving effect to the applicable reduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of all Purchased Receivables coming into existence during the two-week period beginning on such day, then the applicable Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately.

Upon receipt of a Purchase Price Credit for a Defective Receivable from the applicable Originator, Buyer shall automatically and without further action convey and assign to such Originator Buyer’s right, title and interest in and to such Defective Receivable without recourse, representation or warranty of any kind, except as to the absence of liens, charges or encumbrances created by or arising solely as a result of actions of Buyer or the Administrator. Such assignment shall be a sale and assignment outright and not for security.

Section 1.6 Payments and Computations, Etc. All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the applicable Originator designated from time to time by such Originator or as otherwise directed by such Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, a fee on such amounts at a rate per annum equal to the Default Rate until paid in full; provided, however, that such fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of fees payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

Section 1.7 License of Software .

(a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to Buyer, the Administrator and Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the applicable Originator hereby agrees that upon the request of Buyer (or its assigns), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted

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hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Loan Agreement), and (ii) the date on which each of this Agreement and the Loan Agreement terminates in accordance with its terms.

(b) Each Originator (i) shall take such action requested by Buyer and/or the Administrator (as the ultimate assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer under the Loan Agreement has an enforceable ownership interest in the records included in the Receivable Files relating to the Receivables acquired from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrator and Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such records.

Section 1.8 Characterization . If, notwithstanding the intention of the parties expressed in Section 1.3(b) , any sale or contribution by any Originator of Receivables hereunder shall be characterized as a secured loan and not as a sale or contribution, or such sale or contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law, and each of the Originators and Buyer represents and warrants as to itself that each remittance of Collections by any Originator to Buyer under this Agreement is (i) in payment of a debt incurred by the applicable Originator in the ordinary course of business or financial affairs of such Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and Buyer. For this purpose and without being in derogation of the parties’ intention that each transfer of Receivables by an Originator hereunder shall constitute a true sale or contribution thereof: Each Originator hereby grants to Buyer a valid and continuing security interest in all of such Originator’s right, title and interest in, to and under all Receivables which are now existing or hereafter arising and are intended to be sold or contributed by such Originator to Buyer in accordance with the terms of this Agreement, all Collections and Related Security with respect thereto, all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Originators . Each of the Originators hereby represents and warrants to Buyer on the Closing Date and on each Purchase Date thereafter as to such Originator and the Receivables originated by it that:

(a) Existence and Power . Such Originator is duly organized under the laws of its jurisdiction of organization as specified in Exhibit II hereto. Such Originator is validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to do business and is in good standing as a foreign corporation and has and holds all corporate or company power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have an Originator Material Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, and such Originator’s use of the proceeds of each Purchase made from it hereunder, are within its corporate powers and authority and have been duly authorized by all necessary action on its part. This Agreement and each other Transaction Document to which such Originator is a party has been duly executed and delivered by such Originator.

(c) No Conflict. The execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Originator or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have an Originator Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law other than compliance, if required, with any notice requirements which are satisfied prior to the Purchase Date with respect thereto.

(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e) Actions, Suits. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the actual knowledge of any of their officers,

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threatened against or affecting such Originator or any of its Subsidiaries which could reasonably be expected to have an Originator Material Adverse Effect or which seeks to prevent, enjoin or delay any Purchase. Other than any liability incident to any litigation, arbitration or proceeding that could not reasonably be expected to have an Originator Material Adverse Effect, such Originator and its Subsidiaries have no material contingent obligations not provided for or disclosed in the footnotes to its financial statements delivered prior to the Closing Date.

(f) Binding Effect. This Agreement and each other Transaction Document to which such Originator is a party constitute the legal, valid and binding obligations of such Originator enforceable against such Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g) Accuracy of Information. Each Originator Representation, Originator Financial Statement, Compliance Certificate, Notice of Termination event, Notice of Originator Material Adverse Effect, receivables and Originator Information and Purchase and Contribution Report shall be complete and correct and fairly present the information contained therein in all material respects as of the date made, reported, or certified, as applicable ( provided that the foregoing materiality threshold shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold), and do not contain any material misstatement of fact as of such date or omit to state a material fact or any fact necessary to make the information contained therein, taken as a whole with all other written information provided by Authorized Officers as of such date, not misleading as of such date

(h) Use of Proceeds. No portion of any Purchase Price payment hereunder will be used for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to such Originator.

(i) Good Title. Upon creation by such Originator of each Receivable and immediately prior to its Purchase hereunder, such Originator (i) is the legal and beneficial owner of each such Receivable and its Collections and (ii) is the legal and beneficial owner of the Related Security with respect thereto or possesses a valid and perfected security interest therein, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents.

(j) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from such Originator): (i) legal and equitable title to, with the right to sell and encumber each Receivable originated by such Originator, whether now existing and hereafter arising, together with the Collections with respect thereto, and (ii) all of such Originator’s right, title and interest in the Related Security associated with each such Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any

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comparable law) of all appropriate jurisdictions solely to the extent required to perfect Buyer’s ownership interest in such Receivables, the Related Security and the Collections. In the event that, contrary to the mutual intent of such Originator and the Buyer, any Purchase of Purchased Assets hereunder is not characterized as a sale but rather as a collateral transfer for security (or the transactions contemplated hereby are characterized as a financing transaction), this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Assets in favor of the Buyer, which security interest is prior to all other security interests, and enforceable as such as against creditors of and purchasers from such Originator.

(k) Chief Executive Office and Locations of Records. The location of the chief executive office of such Originator and the offices where it keeps all of its Receivable Files are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Such Originator’s Federal Employer Identification Number and State Organizational Identification Number are correctly set forth on Exhibit II .

(l) Deposit and Concentration Accounts. The banks, account names and account numbers for all existing Lock-Boxes and Lock-Box Accounts are correctly listed on Exhibit III . Each of the Lock-Box Accounts has been transferred into Buyer’s name. Such Originator has not granted any Person, other than Buyer (and the Administrator, as its pledgee) dominion and control of any Lock-Box or Lock-Box Account, or the right to take dominion and control of any such account at a future time or upon the occurrence of a future event.

(m) Originator Material Adverse Effect. Since December 31, 2005, no event has occurred that would have an Originator Material Adverse Effect.

(n) Names. In the five (5) years preceding the Closing Date, such Originator has not used any corporate names, trade names or assumed names other than (i) the name in which it has executed this Agreement and (ii) as listed on Exhibit II .

(o) Ownership. Jarden owns, directly or indirectly, 100% of the issued and outstanding equity interests of Buyer and each Originator. All such equity interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

(p) Not an Investment Company. Such Originator is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q) Compliance with Law . Such Originator has complied with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have an Originator Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair

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credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have an Originator Material Adverse Effect.

(r) Compliance with Credit and Collection Policy. With regard to each Receivable, such Originator has complied in all material respects with its Credit and Collection Policy and the related Contract. Such Originator has not made any change to its Credit and Collection Policy, except in accordance with Section 9.2.3 of the Loan Agreement.

(s) Payments to Originator. With regard to each Receivable originated by such Originator, the Purchase Price received, or to be received, by such Originator constitutes, or will constitute, reasonably equivalent value in consideration therefor. No transfer hereunder by such Originator of any Receivable is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq . ), as amended.

(t) Enforceability of Contracts. As of the Purchase Date of each Receivable originated by such Originator, each Contract with respect to such Receivable is, on such date, effective to create, and has created, a legally valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u) Accounting. The manner in which such Originator accounts for the transactions contemplated by this Agreement in its financial statements does not jeopardize the characterization of the transactions contemplated herein as being true sales.

(v) Solvency. Such Originator is Solvent.

(w) Receivables as Accounts . The Receivables constitute “accounts” within the meaning of the UCC.

(x) Priority . Other than the security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold granted a security interest in, or otherwise conveyed any of the Purchased Receivables. Such Originator has not authorized the filing of and is not aware of any financing statements against such Originator that include a description of collateral covering the Purchased Receivables other than any financing statement (i) relating to the security interest granted to Administrator (for the benefit of the Secured Parties), hereunder or under the Existing Agreement, or (ii) that has been terminated. Such Originator is not aware of any judgment or tax lien filings against such Originator.

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ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Restatement Effective Date . Effectiveness of this Agreement and the Purchase on the Restatement Effective Date under this Agreement are subject to the conditions precedent that (a) Buyer shall have received on or before the Closing Date those documents listed on Schedule A , and (b) all of the conditions to the Loan to be made on the Closing Date under the Loan Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2 Conditions Precedent to Payments . From and after the Restatement Effective Date, Buyer’s obligation to pay for each Receivable shall be subject to the further conditions precedent that: (a) the Commitment Termination Date shall not have occurred under the Loan Agreement; (b) Buyer (or its assigns) shall have received such other documents as it may reasonably request; and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by such Originator that such statements are then true):

(i) the representations and warranties of such Originator set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and

(ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event.

Notwithstanding the foregoing conditions precedent, upon the applicable Purchase Date for a Receivable, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied and whether or not the Purchase Price has actually been paid as of such date. If any Originator fails to satisfy any of the foregoing conditions precedent, however, Buyer shall rescind the related Purchase and direct the applicable Originator to pay to Buyer an amount equal to the Purchase Price payment, if any, made with respect to the Receivables included in such Purchase.

ARTICLE IV

COVENANTS

Section 4.1 Affirmative Covenants of Originators . Until the date on which this Agreement terminates in accordance with its terms, each Originator hereby covenants as set forth below:

(a) Financial Reporting. Such Originator will cause Jarden to maintain, for itse