Warburg Pincus Private Equity VIII, L.P., et al. – ‘SC 13D/A’ on 6/8/06 re: Jarden Corp – EX-7

On:  Thursday, 6/8/06, at 6:01pm ET   ·   As of:  6/9/06   ·   Accession #:  898822-6-728   ·   File #:  5-45375

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D/A -- Amendment No. 5                     10     41K 
 2: EX-7        Letter re: Non-Reliance upon a Previously Issued       7     17K 
                          Audit Report or Completed Interim Review               

EX-7   —   Letter re: Non-Reliance upon a Previously Issued Audit Report or Completed Interim Review
Exhibit Table of Contents

EX-7
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VOTING TRUST AGREEMENT
----------------------

    AGREEMENT, dated June 8, 2006, by and among Warburg Pincus Private
Equity VIII, L.P., a Delaware limited partnership ("WP VIII"); Warburg Pincus   
Netherlands Private Equity VIII I, C.V., a Netherlands limited partnership;     
Warburg Pincus Germany Private Equity VIII, K.G. (collectively the "WP          
ENTITIES"); and Martin E. Franklin (the "TRUSTEE").                             

 WHEREAS, WP VIII entered into a Purchase Agreement, dated as of
September 19, 2004 (the "PURCHASE AGREEMENT"), with Jarden Corporation, a       
Delaware corporation ("JARDEN");                                                

     WHEREAS, the WP Entities currently hold 14,589,922 shares of common
stock, par value $0.01 per share (the "COMMON STOCK") of Jarden;                

         WHEREAS, the WP Entities deem it in their best interests, as well as in
the best interests of Jarden, to (a) agree to enter into a separate custodial   
agreement with Merrill Lynch Trust Company, FSB (the "CUSTODIAN") pursuant to   
which the WP Entities would deposit in an account with the Custodian 11,333,544 
shares of Common Stock, which represent the number of shares in excess of 4.9%  
of Jarden's outstanding common stock as of the date hereof, all additional      
shares of Common Stock that may be issued as a dividend on such shares and all  
other shares of the capital stock of Jarden hereinafter acquired by any of the  
WP Entities pursuant to the Purchase Agreement during the term of this Agreement
(collectively, the "SHARES") and (b) to vest in the Trustee, subject to the     
terms below, the power to vote the Shares; and                                  

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 NOW, THEREFORE, in consideration of the premises, of the mutual
covenants herein contained and for other good and valuable consideration, the   
receipt and sufficiency of which is hereby acknowledged, it is agreed by and    
among the WP Entities and the Trustee as follows:                               

      (1)   For the duration of this Agreement, the Trustee shall have the
sole power to (i) vote the Shares with full discretion as to how to vote and    
(ii) execute stockholders' consents at every annual and special meeting of the  
stockholders of Jarden and in any and all proceedings wherein the vote or       
consent of such stockholders may be required or authorized and to vote upon any 
and all questions arising thereat.                                              

       (2)   The Trustee hereby accepts the trust created, and covenants and
agrees faithfully and diligently to perform the covenants and agreements        
contained herein.                                                               

  (3)   Promptly following the execution of this Agreement, the WP
Entities agree to enter into a custodial agreement with the Custodian pursuant  
to which the WP Entities would deposit the Shares in a fiduciary account to be  
held by the Custodian who shall act as custodian and hold the shares for the    
term of this Agreement, subject to terms to be mutually agreed upon by the WP   
Entities and the Custodian, PROVIDED THAT such terms are not inconsistent with  
the purpose and terms of this Agreement. In the event that the certificates     
evidencing the Shares that are deposited with the Custodian represent more than 
11,333,544 shares of Common Stock (such shares in excess of 11,333,544, the     
"EXCESS SHARES"), the terms of this Agreement shall not apply to the Excess     
Shares.                                                                         

         (4)   Each of the WP Entities shall be entitled to receive and disburse
in its sole discretion any and all dividends declared on the Shares that are not
in the form of Common                                                           

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Stock and, if the same be paid to the Trustee, such dividends shall be promptly 
disbursed by the Trustee to the WP Entities forthwith. The Trustee shall be     
entitled to receive dividends paid in-kind on the Shares, or any distributions  
made in the form of shares of capital stock of Jarden, which shall be held by   
the Custodian and shall be subject to the terms set forth in this Agreement.    
Nothing in this Agreement shall be construed to prohibit or otherwise restrict  
the ability of the WP Entities to transfer any or all of the Shares at any time 
to any third party. At the time of such transfer, the terms of this Agreement   
shall automatically terminate with respect to the shares being transferred.     

    (5)   This Agreement and the voting trust hereby created shall (a)
terminate and be of no further force or effect upon ten (10) calendar days      
written notice by any of the parties hereto, or (b) terminate automatically and 
be of no further force or effect at such time as the WP Entities (in the        
aggregate) own less than five percent (5%) of the then outstanding shares of    
Common Stock, including the Shares (a "TERMINATION EVENT").                     

(6)   The WP Entities agree that within ten (10) calendar days
following the termination of this Agreement to notify the gaming authorities of 
each of the states listed on SCHEDULE A hereto.                                 

       (7)   This Agreement may be amended in writing by mutual agreement of
the parties hereto.                                                             

    (8)   The Trustee shall not assume any responsibility or incur any
liability as stockholder, trustee or otherwise, or by reason of any error of    
judgment or mistake of law or other mistake, or for any action taken or omitted 
thereunder or believed by him to be in                                          

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accordance with the provisions and intentions thereof, or otherwise, except for 
his own gross negligence or willful misconduct.                                 

       (9)   This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be   
performed entirely within such State, without giving effect to the choice of law
provisions thereof.                                                             

        (10)  This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties.                              

  (11)  This Agreement constitutes the entire understanding of the
parties hereto and supersedes all prior agreements or understanding with respect
to the subject matter hereof among the parties.                                 

      (12)  In the event that any part or parts of this Agreement shall be
held illegal and unenforceable by any court or administrative body of competent 
jurisdiction, such determination shall not affect the remaining provisions of   
this Agreement which shall remain in full force and effect.                     

     (13)  The Trustee hereby agrees that he will not assert against the
limited partners of any of the WP Entities any claim he may have under this     
Agreement by reason of any failure or alleged failure by any of the WP Entities 
to meet its obligations hereunder.                                              

        (14)  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original.                                           

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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the date first above written. 

                                        WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

                                 By:  Warburg Pincus Partners LLC,
                               its General Partner

                           By:    /s/ Scott A. Arenare
                                            ------------------------------------
                               Name:  Scott A. Arenare

                                  WARBURG PINCUS NETHERLANDS PRIVATE
                   EQUITY VIII I, C.V.

                                 By:  Warburg Pincus Partners LLC,
                               its General Partner

                           By:    /s/ Scott A. Arenare
                                            ------------------------------------
                               Name:  Scott A. Arenare

                              WARBURG PINCUS GERMANY PRIVATE
                 EQUITY VIII, K.G.

                                 By:  Warburg Pincus Partners LLC,
                               its General Partner

                           By:    /s/ Scott A. Arenare
                                            ------------------------------------
                               Name:  Scott A. Arenare

        TRUSTEE:

                                    /s/ Martin E. Franklin
                                    ------------------------------------
                         Name:  Martin E. Franklin

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THE UNDERSIGNED ACKNOWLEDGES                                                    
THAT IT IS AWARE OF THE TERMS SET                                               
FORTH IN THIS AGREEMENT:                                                        

MERRILL LYNCH TRUST COMPANY, FSB                                                

By:    /s/ Peter G. Pangis                                                      
------------------------------------                                    
Name: Peter G. Pangis                                                           

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SCHEDULE A
----------

Mississippi                                                                     

New Jersey                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed as of:		6/9/06
Filed on:		6/8/06		1					SC 13D/A
		9/19/04		1					3,  8-K
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