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JAH > SEC Filings for JAH > Form 8-K on 28-Mar-2013All Recent SEC Filings

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Form 8-K for JARDEN CORP


28-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation


Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2013, Jarden Corporation (the "Company" or "Jarden") entered into Amendment No. 2 to its Credit Agreement (as defined below) (the "Credit Agreement Amendment") amending certain provisions of the Credit Agreement, dated as of March 31, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"), among the Company, as the US Borrower, Jarden Lux Holdings S. r.l., Jarden Lux S. r.l. and Jarden Lux Finco
S. r.l., collectively as the "Luxembourg Borrower," Barclays Bank PLC, as administrative agent and collateral agent (the "Administrative Agent"), and the several lenders and letter of credit issuers from time to time party thereto (the "Lenders"). Jarden Lux Holdings S. r.l., Jarden Lux S. r.l. and Jarden Lux Finco S. r.l. are wholly-owned direct or indirect subsidiaries of the Company.

The Credit Agreement Amendment provides for (i) (a) a new tranche of tranche A term loans which refinances in full and replaces in its entirety the tranche A term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment (the New Term A Loans"), (b) a new tranche of tranche B term loans which refinances in full and replaces in its entirety the tranche B term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment (the New Term B Loans," and together with the New Term A Loans, the "Term Facility"),
(c) a new U.S. dollar revolving credit facility, including a letter of credit facility and swingline facility, which replaces in its entirety the dollar revolving credit facility, including the letter of credit facility and swingline facility, outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment, and (d) a new multicurrency revolving credit facility which replaces in its entirety the multicurrency revolving credit facility outstanding under the Credit Agreement immediately prior to the effectiveness of the Credit Agreement Amendment; (ii) a facilities increase which commits certain Lenders, subject to the terms and conditions of the Credit Agreement Amendment, to provide on or before March 28, 2013, upon the Company's request, additional Tranche A term loans thereunder in an aggregate principal amount of up to $250,000,000; and (iii) modifications to certain other agreements, obligations, covenants, representations and warranties of the parties under the Credit Agreement.

The Credit Agreement Amendment does not increase the amount of the Company's borrowings or the Lenders commitments under the Credit Agreement, except to the extent of the $250,000,000 facilities increase commitment by certain Lenders.

Loans under the Term Facility and the dollar revolving facility will bear interest, at the option of the Company, at one of the following rates:

the Applicable Margin plus the Eurodollar Rate, each as defined in the Credit Agreement, payable monthly, bi-monthly, quarterly, semi-annually, or, if available to all Lenders of the applicable tranche, every nine months or annually in arrears, as selected by the Company; or

the Applicable Margin plus the Base Rate, each as defined in the Credit Agreement, payable quarterly in arrears.

In addition to the above rates, loans under the multicurrency revolving facility, at the option of the Company, may also bear interest at the Applicable Margin plus the Eurocurrency Rate, each as defined in the Credit Agreement, payable monthly, bi-monthly, quarterly, or, if available to all Lenders, semi-annually in arrears, as selected by the Company.


In connection with the execution of the Credit Agreement Amendment, each existing guarantor under the Credit Agreement and the Company consented to the terms of the Credit Agreement Amendment and agreed that the terms of the Credit Agreement Amendment shall not affect in any way their obligations and liabilities under any loan document by executing that certain Consent, Agreement and Affirmation of Guaranty and Pledge and Security Agreement (the "Consent").

The foregoing summary description of the Credit Agreement Amendment and the Consent and the transactions contemplated thereby are not intended to be complete, and are qualified in their entirety by the complete text of the Credit Agreement Amendment and the Consent, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference as though they were fully set forth herein.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the discussion in "Item 1.01. Entry into a Material Definitive Agreement" of this Current Report on Form 8-K, which discussion is incorporated herein by this reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

10.1         Amendment No. 2 to Credit Agreement, dated as of March 22, 2013 among
             Jarden Corporation, as the US Borrower, Jarden Lux Holdings S. r.l.,
             Jarden Lux S. r.l. and Jarden Lux Finco S. r.l., collectively as the
             Luxembourg Borrower, Barclays Bank PLC, as administrative agent and
             collateral agent, and each lender and/or L/C issuer identified on the
             signature pages thereto.

10.2         Consent, Agreement and Affirmation of Guaranty and Pledge and Security
             Agreement.


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