EX-10.1




 Exhibit 10.1 

SIXTH OMNIBUS AMENDMENT 

THIS SIXTH OMNIBUS AMENDMENT, dated as of March 14, 2019 (the
“Amendment”) is entered into among Jarden Receivables, LLC (“Jarden Receivables”), the Originators party hereto (the “Originators”), NEWELL BRANDS INC.,
as Servicer (the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as a
Managing Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender (the “Issuing Lender”) and each Managing Agent party hereto. 

W I T N E S S E T
H : 
 WHEREAS, Jarden Receivables, as Borrower, the Servicer, the commercial paper conduits from time to
time party thereto, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, the Issuing Lender, the Administrative Agent, and PNC Capital
Markets, as Structuring Agent, have entered into that certain Loan and Servicing Agreement, dated as of October 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”); 

WHEREAS, Jarden Receivables, as Buyer, and the Originators from time to time party thereto have entered into that certain
Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”); 

WHEREAS, subject to the terms and conditions set forth herein, the parties hereto have agreed to amend certain provisions of
the Loan Agreement and the Sale Agreement as described below; and 
 NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 

Section 1. Defined Terms. Unless otherwise amended by the terms of this Amendment, terms used in this
Amendment shall have the meanings assigned in the Loan Agreement, and if not defined therein, in the Sale Agreement. 

Section 2. Amendments to the Loan Agreement. Subject to the satisfaction of the conditions precedent set
forth in Section 4 below, the Loan Agreement shall be and hereby is amended as follows: 
 (a) Section 1.01 of the Loan
Agreement is amended to insert the following new definitions in appropriate alphabetical order: 
 “Hearthmark Business”
means Hearthmark, LLC’s business of developing, manufacturing, marketing, selling, and distributing plastic cutlery products under the Diamond® and private label brands. 

 











 “Hearthmark Business Sale” means the sale by the Business Sellers to
unrelated third parties of the Hearthmark Business through the sale, assignment, transfer and delivery by the Business Sellers of their respective rights, titles and interests in and to the assets, properties, rights, contracts and claims that
relate to, are used by or are held for use in connection with, the Hearthmark Business, but excluding Receivables originated by Newell or Hearthmark, LLC in connection with the Hearthmark Business which exist as of the date of the Hearthmark
Business Sale, and all Collections and Related Security with respect thereto. 
 (b) The last sentence of
Section 4.01(l) of the Loan Agreement is amended and restated to read as follows: 
 Except for (i) amounts owing to Newell Puerto
Rico, Ltd. (which shall be electronically swept or otherwise transferred out of such Deposit Account within one (1) Business Day of being identified as such in accordance with Section 5.01(j)), (ii) for a period not to
exceed the earliest of (x) the related number of months agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the
Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which collections of accounts receivable relating to the Lehigh Business, the Winter Sports Business, the
Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, shall no longer be deposited therein and
(y) twenty-five (25) months after the consummation of the Lehigh Business Sale, the Winter Sports Business Sale, the Goody Business Sale, the Rawlings Business Sale, the Miken Business Sale, the Lifoam Business Sale, the Playing Card
Business Sale, the Pure Fishing Business Sale, the Hearthmark Business Sale or the Shakespeare Business Sale, as applicable, collections of accounts receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the
Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively (which, in each case, shall be electronically swept or otherwise
transferred out of such Deposit Account no later than the earliest of (x) the related number of days agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports Business, the Goody Business,
the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which Newell is required to transfer collections of accounts
receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the
Shakespeare Business, respectively, out of such Deposit Account and (y) ten (10) Business Days of being deposited therein), (iii) for a period not to exceed twenty-five (25) months after the consummation of the Decor Business Sale,
collections of 

  
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accounts receivable relating to the Decor Business (which shall be electronically swept or otherwise transferred out of such Deposit Account within ten (10) Business Days of being deposited
therein), (iv) for a period not to exceed twenty-five (25) months after the consummation of the Tool Business Sale, collections of accounts receivable relating to the Tool Business (which shall be electronically swept or otherwise transferred
out of such Deposit Account within five (5) Business Days of being deposited therein), (v) for a period not to exceed twelve (12) months after the consummation of the Triathlon Business Sale, collections of accounts receivable relating to
the Triathlon Business (which shall be electronically swept or otherwise transferred out of such Deposit Account within five (5) Business Days of being deposited therein), (vi) for a period not to exceed eighteen (18) months after the
consummation of the Consumer Storage Business Sale, collections of accounts receivable relating to the Consumer Storage Business (which shall be electronically swept or otherwise transferred out of such Deposit Account within five (5) Business
Days of being deposited therein), and (vii) amounts deposited in the Collection Account in error, so long as the Servicer withdraws such amounts as contemplated in Section 6.06, no funds other than the proceeds of
Receivables are deposited to any Deposit Account. 
 (c) Clause (2) of the second sentence of Section 5.01(j) of
the Loan Agreement is amended and restated to read as follows: 
 (2) all amounts deposited into any Deposit Account to be identified as
either Collections or non-Collections and all non-Collections, if any, to be identified (i) in the case of amounts owing to Newell Puerto Rico, Ltd., within four
(4) days of being deposited therein, (ii) for a period not to exceed the earliest of (x) the related number of months agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports
Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which collections of accounts
receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the
Shakespeare Business, respectively, shall no longer be deposited therein and (y) twenty-five (25) months after the consummation of the Lehigh Business Sale, the Winter Sports Business Sale, the Goody Business Sale, the Rawlings Business
Sale, the Miken Business Sale, the Lifoam Business Sale, the Playing Card Business Sale, the Pure Fishing Business Sale, the Hearthmark Business Sale or the Shakespeare Business Sale, as applicable, in the case of collections of accounts receivable
relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare
Business, respectively, no later than the earliest of (x) the related number of days agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings
Business, the Miken Business, the Lifoam Business, the 

  
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Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which Newell is required to transfer collections of accounts receivable
relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare
Business, respectively, out of such Deposit Account and (y) ten (10) Business Days of being deposited therein, (iii) for a period not to exceed twenty-five (25) months after the consummation of the Decor Business Sale, in the case of
collections of accounts receivable relating to the Decor Business, within ten (10) Business Days of being deposited therein, (iv) for a period not to exceed twenty-five (25) months after the consummation of the Tool Business Sale, in
the case of collections of accounts receivable relating to the Tool Business, within five (5) Business Days of being deposited therein, (v) for a period not to exceed twelve (12) months after the consummation of the Triathlon Business
Sale, in the case of collections of accounts receivable relating to the Triathlon Business, within five (5) Business Days of being deposited therein, (vi) for a period not to exceed eighteen (18) months after the consummation of the
Consumer Storage Business Sale, in the case of collections of accounts receivable relating to the Consumer Storage Business, within five (5) Business Days of being deposited therein, and (vii) in the case of all other amounts, within one
(1) Business Day of being deposited therein. 
 (d) Subsection (o) of Section 5.01 of the Loan Agreement is
amended and restated to read as follows: 
 (o) Additional Undertaking. Promptly after becoming available, the Servicer shall deliver
to the Administrative Agent the final version of any “transfer and servicing agreement” relating to the Hearthmark Business Sale. 

(e) Subsection (h) of Section 5.02 of the Loan Agreement is amended and restated to read as follows: 

(h) Collections. No Borrower Party will deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Deposit
Account cash or cash proceeds other than Collections and (i) amounts owing to Newell Puerto Rico, Ltd. in an amount not to exceed $2,000,000 in the aggregate in any calendar month, (ii) in each case, for a period not to exceed twenty-five
(25) months (or, in the case of the Lehigh Business Sale, the Winter Sports Business Sale, the Goody Business Sale, the Miken Business Sale, the Rawlings Business Sale, the Lifoam Business Sale, the Playing Card Business Sale, the Pure Fishing
Business Sale, the Hearthmark Business Sale and the Shakespeare Business Sale, for a period not to exceed the earliest of (x) the related number of months agreed to by the applicable Business Sellers and the final purchaser of such business by
which collections of accounts receivable relating to such business shall no longer be deposited therein and (y) twenty-five (25) months) after consummation of the Lehigh Business Sale, the Decor Business Sale, the Tool Business Sale, the


  
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Winter Sports Business Sale, the Goody Business Sale, the Miken Business Sale, the Lifoam Business Sale, the Playing Card Business Sale, the Pure Fishing Business Sale, the Shakespeare Business
Sale, the Hearthmark Business Sale or the Rawlings Business Sale, as applicable, collections of accounts receivable relating to the Lehigh Business, the Decor Business, the Tool Business, the Winter Sports Business, the Goody Business, the Miken
Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Shakespeare Business, the Hearthmark Business or the Rawlings Business, respectively, (iii) for a period not to exceed twelve (12) months after
consummation of the Triathlon Business Sale, collections of accounts receivable relating to the Triathlon Business, (iv) for a period not to exceed eighteen (18) months after consummation of the Consumer Storage Business Sale, collections
of accounts receivable relating to the Consumer Storage Business and (v) amounts deposited in the Collection Account in error, in each case, so long as the Servicer withdraws such amounts as contemplated in Section 6.06. Except as provided
in Section 5.01(j) hereof or as may be required by the Administrative Agent pursuant to the last sentence of Section 6.02(b), no Borrower Party will deposit or otherwise credit, or cause or permit to be so deposited or credited, any
Collections or proceeds thereof to any lock-box account or to any other account not covered by a Blocked Account Agreement. 

(f) The first sentence of Section 6.06 of the Loan Agreement is amended and restated to read as follows: 

In the case of any remittances received in any Lock-Box or Deposit Account that shall have been
identified to the satisfaction of, or determined by, the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall, as applicable, remit such items to the Person identified to, or
determined by, it as being the owner of such remittances (i) for a period not to exceed the earliest of (x) the related number of months agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the
Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which
collections of accounts receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark
Business and the Shakespeare Business, respectively, shall no longer be deposited therein and (y) twenty-five (25) months after the consummation of the Lehigh Business Sale, the Winter Sports Business Sale, the Goody Business Sale, the
Rawlings Business Sale, the Miken Business Sale, the Lifoam Business Sale, the Playing Card Business Sale, the Pure Fishing Business Sale, the Hearthmark Business Sale and the Shakespeare Business Sale, as applicable, in the case of collections of
accounts receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and
the Shakespeare 

  
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Business, as applicable, no later than the earliest of (x) the related number of days agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter
Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which Newell is
required to transfer collections of accounts receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing
Business, the Hearthmark Business and the Shakespeare Business, respectively, out of such Lock-Box or Deposit Account and (y) ten (10) Business Days of being deposited therein, (ii) for a period
not to exceed twenty-five (25) months after the consummation of the Decor Business Sale, in the case of collections of accounts receivable relating to the Decor Business, within ten (10) Business Days of being deposited therein,
(iii) for a period not to exceed twenty-five (25) months after the consummation of the Tool Business Sale, in the case of collections of accounts receivable relating to the Tool Business, within five (5) Business Days of being
deposited therein, (iv) for a period not to exceed twelve (12) months after the consummation of the Triathlon Business Sale, in the case of collections of accounts receivable relating to the Triathlon Business, within five
(5) Business Days of being deposited therein, (v) for a period not to exceed eighteen (18) months after the consummation of the Consumer Storage Business Sale, in the case of collections of accounts receivable relating to the Consumer
Storage Business, within five (5) Business Days of being deposited therein, and (xi) in the case of all other amounts, within one (1) Business Day after such identification or determination. 

(g) Section 7.01(g) of the Loan Agreement is amended and restated to read as follows: 

(i) the average of the Dilution Trigger Ratios for such Monthly Period and the two (2) immediately preceding Monthly
Periods shall exceed 14.0%; 
 (ii) the average of the Delinquency Ratios for such Monthly Period and the two
(2) immediately preceding Monthly Periods shall exceed 8.5%; 
 (iii) the average of the Default Ratios for such
Monthly Period and the two (2) immediately preceding Monthly Periods shall exceed 4.5%; or 
 (iv) the average of the
Days Sales Outstanding for such Monthly Period and the two (2) immediately preceding Monthly Periods shall exceed 90 days; 

  
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 (h) Schedule IV to the Loan Agreement is hereby amended and restated in its
entirety as set forth on Schedule IV hereto. 
 (i) Schedule VII to the Loan Agreement is hereby amended and restated in its
entirety as set forth on Schedule VII hereto. 
 Section 3. Amendments to the Sale Agreement. Subject to
the satisfaction of the conditions precedent set forth in Section 4 below, the Sale Agreement shall be and hereby is amended as follows: 

(a) The last sentence of Section 2.1(l) of the Sale Agreement is amended and restated to read as follows: 

Except for (i) amounts owing to Newell Puerto Rico, Ltd. (which shall be electronically swept or otherwise transferred out of such Deposit
Account within four (4) Business Days of being identified as such in accordance with Section 4.1(i)), (ii) in each case, for a period not to exceed the earliest of (x) the related number of months agreed to by the
applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports Business, the Goody Business , the Miken Business, the Rawlings Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the
Hearthmark Business and the Shakespeare Business, respectively, by which collections of accounts receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam
Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, shall no longer be deposited therein and (y) twenty-five (25) months after the consummation of the Lehigh
Business Sale, the Winter Sports Business Sale, the Goody Business Sale, the Miken Business Sale, the Rawlings Business Sale, the Lifoam Business Sale, the Playing Card Business Sale, the Pure Fishing Business Sale, the Hearthmark Business Sale and
the Shakespeare Business Sale, respectively, collections of accounts receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card
Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively (which, in each case, shall be electronically swept or otherwise transferred out of such Deposit Account no later than the earliest of
(x) the related number of days agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the
Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which Newell is required to transfer collections of accounts receivable relating to the Lehigh Business, the Winter Sports
Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, out of such Deposit Account and
(y) ten (10) Business Days of being deposited therein), (iii) for a period not to exceed twenty-five (25) 

  
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 months after the consummation of the Decor Business Sale, collections of accounts receivable
relating to the Decor Business (which shall be electronically swept or otherwise transferred out of such Deposit Account within ten (10) Business Days of being deposited therein), (iv) for a period not to exceed twenty-five (25) months
after the consummation of the Tool Business Sale, collections of accounts receivable relating to the Tool Business (which shall be electronically swept or otherwise transferred out of such Deposit Account within five (5) Business Days of being
deposited therein, (v) for a period not to exceed twelve (12) months after the consummation of the Triathlon Business Sale, collections of accounts receivable relating to the Triathlon Business (which shall be electronically swept or
otherwise transferred out of such Deposit Account within five (5) Business Days of being deposited therein), (vi) for a period not to exceed eighteen (18) months after the consummation of the Consumer Storage Business Sale, collections of
accounts receivable relating to the Consumer Storage Business (which shall be electronically swept or otherwise transferred out of such Deposit Account within five (5) Business Days of being deposited therein), and (vii) amounts deposited
in any Deposit Account in error, no funds other than the proceeds of Receivables of such Originator are deposited to any Deposit Account of such Originator. 

(b) Clause (2) of the second sentence of Section 4.1(i) of the Sale Agreement is amended and restated to read as
follows: 
 (2) all amounts deposited into any Deposit Account to be identified as either Collections or
non-Collections and all non-Collections, if any, to be identified (i) in the case of amounts owing to Newell Puerto Rico, Ltd., within four (4) days of receipt
or deposit, (ii) for a period not to exceed the earliest of (x) the related number of months agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports Business, the Goody Business, the
Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, by which collections of accounts receivable relating to the Lehigh
Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, shall
no longer be deposited therein and (y) twenty-five (25) months after the consummation of the Lehigh Business Sale, the Winter Sports Business Sale, the Goody Business Sale, the Miken Business Sale, the Rawlings Business Sale, the Lifoam
Business Sale, the Playing Card Business Sale, the Pure Fishing Business Sale, the Hearthmark Business Sale and the Shakespeare Business Sale, respectively, in the case of collections of accounts receivable relating to the Lehigh Business, the
Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, no later than the
earliest of (x) the related number of days agreed to by the applicable Business Sellers and the final purchaser of the Lehigh Business, the Winter Sports Business, the Goody 

  
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Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively,
by which Newell is required to transfer collections of accounts receivable relating to the Lehigh Business, the Winter Sports Business, the Goody Business, the Rawlings Business, the Miken Business, the Lifoam Business, the Playing Card Business,
the Pure Fishing Business, the Hearthmark Business and the Shakespeare Business, respectively, out of such Deposit Account and (y) ten (10) Business Days of being deposited therein, (iii) for a period not to exceed twenty-five
(25) months after the consummation of the Decor Business Sale, in the case of collections of accounts receivable relating to the Decor Business, within ten (10) Business Days of being deposited therein, (iv) for a period not to exceed
twenty-five (25) months after the consummation of the Tool Business Sale, in the case of collections of accounts receivable relating to the Tool Business, within five (5) Business Days of being deposited therein, (v) for a period not
to exceed twelve (12) months after the consummation of the Triathlon Business Sale, in the case of collections of accounts receivable relating to the Triathlon Business, within five (5) Business Days of being deposited therein,
(vi) for a period not to exceed eighteen (18) months after the consummation of the Consumer Storage Business Sale, in the case of collections of accounts receivable relating to the Consumer Storage Business, within five (5) Business
Days of being deposited therein, and (vii) in the case of all other amounts, within one (1) Business Day of being deposited therein. 

(c) Subsection (f) of Section 4.2 of the Sale Agreement is amended and restated to read as follows: 

(f) Collections. Except for (i) amounts owing to Newell Puerto Rico, Ltd. in an amount not to exceed $2,000,000 in the aggregate in
any calendar month, (ii) in each case, for a period not to exceed twenty-five (25) months (or, in the case of the Lehigh Business Sale, the Decor Business Sale, the Tool Business Sale, the Winter Sports Business Sale, the Goody Business
Sale, the Miken Business Sale, the Rawlings Business Sale, the Lifoam Business Sale, the Playing Card Business Sale, the Pure Fishing Business Sale, the Hearthmark Business Sale and the Shakespeare Business Sale, for a period not to exceed the
earliest of (x) the related number of months agreed to by the applicable Business Sellers and the final purchaser of such business by which collections of accounts receivable relating to such business shall no longer be deposited therein and
(y) twenty-five (25) months) after consummation of the Lehigh Business Sale, the Decor Business Sale, the Tool Business Sale, the Winter Sports Business Sale, the Goody Business Sale, the Miken Business Sale, the Lifoam Business Sale, the
Playing Card Business Sale, the Pure Fishing Business Sale, the Shakespeare Business Sale, the Hearthmark Business Sale or the Rawlings Business Sale, as applicable, collections of accounts receivable relating to the Lehigh Business, the Decor
Business, the Tool Business, the Winter Sports Business, the Goody Business, the Miken Business, the Lifoam Business, the Playing Card Business, the Pure Fishing Business, the Shakespeare Business, the Hearthmark Business or


  
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the Rawlings Business, respectively, (iii) in each case, for a period not to exceed twelve (12) months after consummation of the Triathlon Business Sale, collections of accounts
receivable relating to the Triathlon Business (iv) for a period not to exceed eighteen (18) months after consummation of the Consumer Storage Business Sale, collections of accounts receivable relating to the Consumer Storage Business and
(v) amounts deposited in the Collection Account in error, such Originator will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Deposit Account cash or cash proceeds other than Collections. Except as
provided under Section 4.1(i) or as may be required by the Administrative Agent, such Originator will not deposit or otherwise credit, or cause or permit to be so deposited or credited, any Collections or proceeds thereof to any lock-box account or to any other account not covered by a Blocked Account Agreement. 
 (d)
Exhibit III to the Sale Agreement is hereby amended and restated in its entirety as set forth on Exhibit III hereto. 

Section 4. Conditions to Amendment. Subject to Section 5 below, this Amendment shall become effective
and be deemed effective as of the date first written above (the “Amendment Effective Date”) upon the satisfaction of the following conditions precedent: 

(a) Jarden Receivables, each Originator, the Servicer, the Administrative Agent, the Issuing Lender and the Managing Agents
party hereto shall have executed and delivered this Amendment. 
 (b) The Administrative Agent shall have received the
Monthly Report for the Monthly Period ended February 28, 2019, calculated after giving effect to Section 4 below. 

(c) The Administrative Agent shall have received a duly executed Amendment Fee Letter and all fees payable thereunder. 

(d) The Administrative Agent shall have received a duly executed Reaffirmation, Consent and Acknowledgment of the Performance
Undertaking in the form attached hereto. 
 (e) The Administrative Agent shall have received such other agreements,
instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request. 

Section 5. Acknowledgment and Agreement. Each of the Administrative Agent, the Issuing Lender, the Managing
Agents and the Committed Lenders hereby acknowledges and agrees that upon the occurrence of the Amendment Effective Date, Section 2(g) of this Amendment shall be deemed to be effective as of February 28, 2019, and the Monthly Report with
respect to the Monthly Period ended February 28, 2019, shall reflect the determination of compliance with Section 7.01(g) of the Loan Agreement as amended by this Amendment. 

  
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 Section 6. Agreement in Full Force and Effect/Effectiveness of
Amendment. Except as expressly set forth herein, all terms and conditions of the Loan Agreement and the Sale Agreement, as amended, shall remain in full force and effect. Upon the effectiveness of this Amendment, (i) Jarden Receivables and
the Servicer each hereby reaffirms all covenants, representations and warranties made by it in the Loan Agreement and the Sale Agreement, as applicable, to the extent the same are not amended hereby and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of the Amendment Effective Date (except for those representations and warranties that are expressly made only as of a different date, which representations and warranties shall be
correct as of the date made) and (ii) each reference in the Loan Agreement or the Sale Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be, and any
references to such agreement in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be, a reference to such agreement as amended hereby. 

Section 7. Execution in Counterparts, Effectiveness. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be executed by the parties hereto and be deemed an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. 

Section 8. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New
York, without reference to conflict of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York. 

[SIGNATURE PAGES TO FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date hereof. 
  

					
	JARDEN RECEIVABLES, LLC
	
	BY: SUNBEAM PRODUCTS, INC.
	ITS: MANAGER AND SOLE MEMBER
		
	By:	 	 /s/ Bradford R. Turner

		 	Name:	 	Bradford R. Turner
		 	Title:	 	Chief Legal and Administrative Officer and Corporate Secretary
	
	NEWELL BRANDS INC.,
		 	as Servicer
		
	By:	 	 /s/ Bradford R. Turner

		 	Name:	 	Bradford R. Turner
		 	Title:	 	Chief Legal and Administrative Officer and Corporate Secretary


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 
					
	THE ORIGINATORS:
	
	BRK BRANDS, INC.
	THE COLEMAN COMPANY, INC.
	GRACO CHILDREN’S PRODUCTS INC.
	HEARTHMARK, LLC
	IGNITE USA, LLC
	LIFOAM INDUSTRIES, LLC
	MARMOT MOUNTAIN, LLC
	NEWELL BRANDS INC.
	RUBBERMAID COMMERCIAL PRODUCTS LLC
	RUBBERMAID INCORPORATED
	SANFORD, L.P.
	SHAKESPEARE COMPANY, LLC
	SUNBEAM PRODUCTS, INC.
	THE YANKEE CANDLE COMPANY, INC.
		
	By:	 	 /s/ Bradford R. Turner

		 	Name:    Bradford R. Turner
		 	Title:      Chief Legal and Administrative Officer
               and Corporate Secretary


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 
			
	 THE UNITED STATES PLAYING CARD
COMPANY,
 as an Originator

		
	By:	 	 /s/ Bradford R. Turner

		 	Name: Bradford R. Turner
		 	Title: Secretary


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 
			
	PNC BANK, NATIONAL ASSOCIATION,
	  as Administrative Agent and as
	  a Managing Agent
		
	By:	 	/s/ Christopher Blaney
		 	Name: Christopher Blaney
		 	Title: Senior Vice President


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender and as a Managing Agent
		
	By:	 	/s/ Isaac Washington
		 	Name: Isaac Washington
		 	Title: Vice President


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 
			
	ROYAL BANK OF CANADA,
	  as a Managing Agent
		
	By:	 	/s/ Veronica L. Gallagher
		 	Name: Veronica L. Gallagher
		 	Title: Authorized Signatory


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 
			
	MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH,
	as a Managing Agent
		
	By:	 	/s/ Yasuhiro Okada
		 	Name: Yasuhiro Okada
		 	Title: Director


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 
			
	SUNTRUST BANK,
	as a Managing Agent
		
	By:	 	/s/ David Morley
	Name:	 	David Morley
	Title:	 	Vice President


 SIGNATURE PAGE TO SIXTH OMNIBUS AMENDMENT 











 REAFFIRMATION, ACKNOWLEDGEMENT, AND
CONSENT OF PERFORMANCE GUARANTOR 
 The undersigned, Newell Brands Inc.,
heretofore executed and delivered to the Administrative Agent a Performance Undertaking dated October 3, 2016. The undersigned hereby acknowledges and consents to the Sixth Omnibus Amendment dated as of the date hereof, and confirms that its
Performance Undertaking, and all obligations of the undersigned thereunder, remains in full force and effect. The undersigned further agrees that the consent of the undersigned to any other amendment or modification to the Loan Agreement or the Sale
Agreement or any of the Facility Documents referred to therein (each as existing on the date hereof) shall not be required as a result of this consent having been obtained. The undersigned acknowledges that the administrative agent, the Issuing
Lender and the Managing Agents are relying on the assurances provided herein in entering into the Amendment set forth above. 
 Dated As of
March 14, 2019. 
  

			
	NEWELL BRANDS INC.
		
	BY:	 	/s/ Bradford R. Turner
		 	NAME: Bradford R. Turner
		 	TITLE: Chief Legal and Administrative
		 	            Officer and Corporate Secretary