AMENDMENT N O. 10 TO CREDIT AGREEMENT AND AMENDMENT NO. 4 TO PLEDGE AND SECURITY AGREEMENT

Exhibit 10.1

A MENDMENT N O . 10 TO C REDIT A GREEMENT

AND

A MENDMENT N O . 4 TO P LEDGE AND S ECURITY A GREEMENT

This A MENDMENT N O . 10 TO C REDIT A GREEMENT AND A MENDMENT N O . 4 TO P LEDGE AND S ECURITY A GREEMENT , dated as of January 29, 2009 (this “ Amendment ”), among J ARDEN C ORPORATION , a Delaware corporation (the “ Borrower ”), L EHMAN C OMMERCIAL P APER I NC . (“ LCPI ”), as Administrative Agent (as defined below), on behalf of each Lender executing a Lender Consent (as defined below) and 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 ”), C ITICORP USA, I NC ., as Syndication Agent (as defined below) and each Revolving Lender party to the Credit Agreement, amends certain provisions of (i) 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, LCPI, 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 and (ii) the P LEDGE AND S ECURITY A GREEMENT , 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.

W I T N E S S E T H :

WHEREAS, on October 5, 2008, LCPI commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”) and on such date, pursuant to section 362(a) of the Bankruptcy Code, an automatic stay went into effect that prohibits actions to interfere with, or obtain possession or control of, LCPI’s property or to collect or recover from LCPI any debts or claims that arose before such date;

WHEREAS, LCPI desires to resign from its capacities as the Administrative Agent, the Swing Line Lender and the Foreign Currency Fronting Lender under the Loan Documents, and Deutsche Bank AG New York Branch (“ DBNY ”) 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 “ Resignation and Assignment Agreement ”), among the Borrower, the other Loan Parties, the Existing Agent and DBNY, 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 and appointment 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, LCPI 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, the Borrower, the Agents and the Lenders 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, the Agents and the Lenders additionally desire to make certain amendments to the Pledge and Security 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 and (in the case of the amendments described in Section 2 (Certain Agreements with respect to Revolving Credit Commitments and Related Obligations of LCPI) of this Amendment) each Revolving Lender is required to affect the amendments set forth herein; and

WHEREAS, the Borrower, each Guarantor party to the Guarantor Consent (as defined below), each Lender party to a Lender Consent, each Revolving Lender party hereto, the Administrative Agent and the Syndication 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 LCPI as the Administrative Agent.

(b) Consent . 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 DBNY 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 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 LCPI as the Foreign Currency Fronting Lender and the appointment of DBNY as the Successor Foreign Currency Fronting Lender.

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Section 2. Certain Agreements with respect to Revolving Credit Commitments and Related Obligations of LCPI .

(a) LCPI Revolving Credit Commitment Termination, Repayment of LCPI’s Revolving Loans, etc. Notwithstanding anything to the contrary contained in Sections 2.06 (Prepayments) , 2.07 (Reduction or Termination of Revolving Credit Commitments) , 2.10(a) (Commitment Fee) , 2.13(a)(ii) (Payments Generally) and 2.14 (Sharing of Payments) of the Credit Agreement (including any otherwise applicable notice or payment multiples requirements described therein), the Borrower, LCPI, the Required Lenders and all of the Revolving Lenders hereby agree that (A) on the Effective Date, (i) the Revolving Credit Commitment of LCPI shall terminate in its entirety and shall be permanently reduced to $0.00, (ii) the Aggregate Revolving Credit Commitments shall be reduced by the amount of the Revolving Credit Commitment of LCPI so terminated, (iii) the “Pro Rata Revolving Share” of the Revolving Lenders shall be automatically adjusted to give effect to the termination of the Revolving Credit Commitment of LCPI and the related reduction of the Aggregate Revolving Credit Commitments, (iv) concurrently with the termination of LCPI’s Revolving Credit Commitment, the Borrower shall prepay all outstanding Revolving Loans of LCPI for a cash amount that has been agreed upon by the Borrower and LCPI, which is not greater than the par value of such Revolving Loans, together with all accrued but unpaid interest on such Revolving Loans accruing to but not including January 1, 2009 (with no obligation to make any ratable prepayment of Revolving Loans of other Revolving Credit Lenders in connection therewith), and (v) after giving effect to the termination of the Revolving Credit Commitment of LCPI, the related reduction of the Aggregate Revolving Credit Commitments and the prepayments described in preceding clause (iv), the Borrower shall prepay Loans and/or Cash Collateralize L/C Obligations, to the extent required by Section 2.06(d)(i) (Prepayments if Outstandings Exceed Commitments) (but determined without regard to the notice requirements or the payment grace period referred to therein), together with any amounts owing pursuant to Section 3.05 (Funding Losses) in connection therewith (with all prepayments and other amounts to be directed to the Successor Administrative Agent for distribution or application as provided in the Credit Agreement (as amended hereby)), (B) for purposes of calculating the Commitment Fee and any Letter of Credit Fee accruing since January 1, 2009, the Revolving Credit Commitments of LCPI shall be deemed to have been terminated, and all Revolving Loans made by LCPI shall be deemed to have been repaid in full, on December 31, 2008, with the effect that the Borrower shall have no obligation to pay LCPI (and LCPI shall not be entitled to) its Pro Rata Revolving Share of the Commitment Fee or any Letter of Credit Fee, in either case accruing since January 1, 2009, (C) no payment pursuant to sub-clause (a)(A)(iv) above shall give rise to an obligation by LCPI to purchase participations pursuant to 2.14 (Sharing of Payments) of the Credit Agreement with amounts received by LCPI pursuant to such sub-clause , and (D) after giving effect to the foregoing transactions, LCPI shall (x) cease to constitute a “Revolving Lender” under the Credit Agreement; provided that LCPI, in its capacity as a Revolving Lender, shall remain entitled to its rights pursuant to indemnification provisions of the Loan Documents which by their terms would survive the repayments of the Loans and the termination of the Credit Agreement and (y) have no further obligation to fund any amount or extend any credit as a Revolving Lender under the Loan Documents.

(b) Release of Claims. Except solely for the obligations of LCPI expressly set forth in this Amendment or the Resignation and Assignment Agreement and the claim against LCPI or the other Lehman Released Parties (as defined below) by Sunbeam Americas Holdings Ltd. Master Pension Trust for approximately $26,000, 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 LCPI and Lehman Brothers Special Financing Inc. (“ LBSF ”) (whether in their capacities as an agents, lenders, hedging counterparties or otherwise), their parents, subsidiaries, affiliates and shareholders and each of their respective agents, employees, officers, directors, representatives, attorneys, successors and assigns (collectively, the “ Lehman 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

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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 LBSF 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 Lehman Released Parties with respect to any and all of the foregoing described released, waived, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Lehman Released Party with respect to Obligations under the Loan Documents. Each of the Lehman Released Parties shall be a third party beneficiary of this Agreement.

Except solely for the obligations of the Borrower and the other Loan Parties expressly set forth in this Amendment or the Resignation and Assignment Agreement, including, without limitation, Section 1.1(b) of the Resignation and Assignment Agreement, and the obligations of the Borrower and the Loan Parties to LCPI in its capacity as a Term Loan Lender, LCPI and LBSF, for themselves and on behalf of the other Lehman Released Parties, hereby unconditionally and irrevocably release, waive, acquit and discharge all Claims which any of them may have or claim to have against the Borrower and the other Loan Parties, their parents, subsidiaries, affiliates and shareholders and each of their respective agents, employees, officers, directors, representatives, attorneys, successors and assigns (collectively, the “ Jarden Released Parties ”) upon or 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 LBSF and assignees, if any, or any other agreement or transaction contemplated thereby or any action taken in connection therewith. LCPI and LBSF for themselves and on behalf of the other Lehman Released Parties, further agree forever that LCPI, LBSF and the other Lehman Released Parties will refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Jarden Released Parties with respect to any and all of the foregoing described released, waived, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Jarden Released Party with respect to Obligations under the Loan Documents. Each of the Jarden Released Parties shall be a third party beneficiary of this Agreement.

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 (and, if applicable, the following definitions shall replace in their entirety existing definitions for the corresponding terms in such Section 1.01 ):

“ Back-Stop Arrangements ” means, collectively, Foreign Currency Back-Stop Arrangements and Swing Line Back-Stop Arrangements.

“ DB Agency Succession ” means the appointment of DBNY as Successor Administrative Agent, Successor Swing Line Lender and Successor Foreign Currency Fronting Lender pursuant to the Tenth Amendment and the Resignation and Assignment Agreement.

“ DBNY ” means Deutsche Bank AG New York Branch.

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“ Defaulting Lender ” means, at any time of determination thereof, any Lender that (i) has failed to fund any portion of the Revolving Loans, Foreign Currency Loans, the Term Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder, except to the extent that any such failure to fund is based on a good-faith dispute about such Lender’s obligation so to fund, of which dispute the Administrative Agent has been informed in writing in reasonable detail, (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder, except to the extent that any such failure to fund is based on a good-faith dispute about such Lender’s obligation so to make such payment, of which dispute the Administrative Agent has been informed in writing in reasonable detail, unless subsequently cured, (iii) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, or (iv) has notified the Borrower, any L/C Issuer and/or the Administrative Agent in writing of any of the foregoing (including any written notification of its intent not to comply with its funding obligations described in preceding clause (i)); provided that for purposes of Section 2.05(a) (Swing Line Loans), Sections 2.06(d)(iii) and (iv) (Prepayments if Outstandings Exceed Commitments) and Section 2.02(b) (Revolving Loans; Foreign Currency Loans) only, the term “Defaulting Lender” shall also include (1) any Lender with an Affiliate that (x) Controls (within the meaning provided therefor in the definition of “Affiliate”) such Lender and (y) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, (2) any Lender that previously constituted a “Defaulting Lender” under this Agreement, unless such Lender has ceased to constitute a “Defaulting Lender” for a period of at least 60 consecutive days, (3) any Lender that the Swing Line Lender, any L/C Issuer or the Administrative Agent believes in good faith has failed to fund any portion of its loans, its participations in letter of credit obligations or its participations in swing line or other loans under any other credit facility to which such Lender is a party and (4) any Lender meeting the requirements of clause (i) or (ii) above of this definition (for such purpose, determined without regard to the “good faith dispute” exception referred to therein); provided further that LCPI, solely in its capacity as a Term Loan Lender, shall not be deemed to be a Defaulting Lender solely as a result of the application of clause (iii) above or the preceding proviso.

“ Foreign Currency Back-Stop Arrangements ” has the meaning specified in Section 2.02(b) (Revolving Loans; Foreign Currency Loans) .

“ Immaterial Foreign Subsidiary ” means any Foreign Subsidiary that (i) has total assets (including Equity Securities of other Subsidiaries), when aggregated with the assets of all other Foreign Subsidiaries previously or substantially simultaneously to be designated as “Immaterial Foreign Subsidiaries,” of less than 5% of the total assets of all Foreign Subsidiaries of the Borrower (calculated as of the most recent fiscal period with respect to which the Agents shall have received financial statements required to be delivered pursuant to Sections 6.01(a) or (b) (Financial Statements) ), and (ii) has revenues, when aggregated with the revenues of all other Foreign Subsidiaries previously or substantially simultaneously to be designated as “Immaterial Foreign Subsidiaries,” of less than 5% of total revenues of all Foreign Subsidiaries of the Borrower (calculated as of the most recent fiscal period with respect to which the Agents shall have received financial statements required to be delivered pursuant to Sections 6.01(a) or (b) (Financial Statements) ).

“ Resignation and Assignment Agreement ” means that certain Resignation and Assignment Agreement, dated as of January 29, 2009, among the Borrower, the other Loan Parties, LCPI, as Existing Agent, Existing Swing Line Lender and Existing Foreign Currency Fronting Lender (each as defined therein), and DBNY, as Successor Agent, Successor Swing Line Lender and Successor Foreign Currency Fronting Lender (each as defined therein).

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“ Swing Line Back-Stop Arrangements ” has the meaning specified in Section 2.05(a) (Swing Line Loans) .

“ Tenth Amendment ” means that certain Amendment No. 10 to this Agreement, dated as of January 29, 2009, among the Borrower, the Agents and each Lender party thereto.

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

(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 that, from and after the Tenth Amendment Effective Date, “ Administrative Agent ” means DBNY or any of its successors”.

(c) The defined term “ Base Rate ” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the second sentence of such definition beginning with the italics “Prime Rate” in its entirety and inserting the following two sentences in lieu thereof:

““ Prime Rate ” shall mean the rate which DBNY announces from time to time as its prime lending rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by DBNY, which may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.”

(d) The defined term “ Collateral Documents ” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the following text immediately prior to the period (“.”) at the end of said definition:

“ provided, that cash collateral or other agreements entered into pursuant to the Back-Stop Arrangements shall not constitute “Collateral Documents””.

(e) The defined term “ Dollar Equivalent ” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “CIBC” appearing in said definition and inserting the text “DBNY” in lieu thereof.

(f) The defined term “ Federal Funds Rate ” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the text “LCPI” appearing in said definition and inserting the text “DBNY” in lieu thereof.

(g) 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 that, from and after the Tenth Amendment Effective Date, “ Foreign Currency Fronting Lender ” means DBNY, 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”.

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(h) The defined term “ Loan Documents ” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the text “, the Resignation and Assignment Agreement” immediately following the text “Related Swap Contract” appearing in said definition.

(i) 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 that, from and after the Tenth Amendment Effective Date, “ Swing Line Lender ” means DBNY in its capacity as the provider of Swing Line Loans, or any successor swing line lender hereunder”.

(j) The defined term “ Total Leverage Ratio ” appearing in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the parenthetical appearing in said definition and inserting the following new parenthetical in lieu thereof:

“(net of, as of such date of determination, (i) cash and Eligible Securities held in Deposit Accounts and/or Securities Accounts subject to the Back-Stop Arrangements and (ii) unrestricted cash and Eligible Securities of the Borrower and its Subsidiaries in excess of $20,000,000)”.

(k) Section 2.02(b) (Revolving Loans; Foreign Currency Loans) of the Credit Agreement is hereby amended by (i) inserting the text “(x)” immediately after the text “ provided ,” appearing in the first sentence of said Section and (ii) inserting the following text immediately before the period (“.”) at the end of the first sentence of the said Section:

“and (y) notwithstanding anything to the contrary contained in this Agreement, the Foreign Currency Fronting Lender shall not be obligated to make any Foreign Currency Loans at a time when a Revolving Lender is a Defaulting Lender, unless the Foreign Currency Fronting Lender has entered into arrangements with the Borrower reasonably satisfactory to the Foreign Currency Fronting Lender and the Borrower to eliminate the Foreign Currency Fronting Lender’s risk with respect to each Defaulting Lender’s risk participation in such Foreign Currency Loans, including by requiring the Borrower to cash collateralize each Defaulting Lender’s Pro Rata Revolving Share of then outstanding Foreign Currency Loans in Dollars in an amount at all times equal to 105% of each Defaulting Lender’s Pro Rata Revolving Share of the aggregate outstanding principal amount of all Foreign Currency Loans (calculated, for such purposes, using the Dollar Equivalent of the principal amount of such outstanding Foreign Currency Loans at the time of such cash collateralization) (such arrangements, the “ Foreign Currency Back-Stop Arrangements ”).”.

(l) Section 2.03 (Borrowings, Conversions and Continuations) of the Credit Agreement is hereby amended by inserting the following text immediately before the period (“.”) appearing at the end of sub-clause (i)  of clause (b)  of said Section :

“; provided that, if, on the date of the Revolving Borrowing, there are Swing Line Loans or L/C Bo