AMENDMENT NO. 3 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (the “Amendment”) is made as of March 13, 2017, by and among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc.), a Missouri corporation (the “Company”), Edgewell Personal Care Brands, LLC, a Delaware limited liability company (the “Subsidiary Borrower”), the other Subsidiaries of the Company party hereto (together with the Subsidiary Borrower, the “Subsidiary Guarantors”), the institutions listed on the signature pages hereto and JPMorgan Chase Bank, N.A., as the administrative agent for the “Lenders” referred to below (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the “Credit Agreement” referred to below.

WHEREAS, the Company is a party to that certain Credit Agreement, dated as of June 1, 2015, among the Company, the financial institutions from time to time parties thereto (the “Lenders”) and the Administrative Agent (as amended by Omnibus Amendment No. 1 to Credit Agreement and Subsidiary Guaranty, dated as of September 25, 2015 and by Amendment No. 2 to Credit Agreement dated as of April 26, 2016, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the “Credit Agreement”); and

WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Subsidiary Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent have agreed to the following amendments to the Credit Agreement.

1. Amendments to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below:

(a) Section 1.01 of the Credit Agreement is hereby amended to add the following new definition in the appropriate alphabetical location:

(b) Section 1.01 of the Credit Agreement is hereby amended to delete the definitions of “Permitted Receivables Facility” and “Permitted Receivables Facility Documents” and to substitute the following new definitions therefor in the appropriate alphabetical location:

(c) Section 1.01 of the Credit Agreement is hereby amended to restate each of the following definitions in their entirety as follows:

(d) Section 2.20 of the Credit Agreement is hereby amended to restate the first sentence thereof in its entirety to read as follows:

(e) Section 5.01 of the Credit Agreement is hereby amended to restate clause (g) thereof in its entirety as follows:

(g)    New Permitted Financing Facilities and Permitted Securitization Facilities; Amendments to or Refinancings of Existing Financing Facilities and Material Indebtedness. Promptly after the execution thereof, deliver or cause to be delivered to the Administrative Agent copies of (i) the documents evidencing the Indebtedness extended to the Company or any of its Subsidiaries under a Permitted Financing Facility or Permitted Securitization Facility having an aggregate principal outstanding or committed amount equal to or greater than $50,000,000 and (ii) all material amendments, restatements, supplements, modifications, extensions, or refinancings or replacements to or of, as the case may be, any of the documents evidencing all or any portion of the Indebtedness extended to the Company or any of its Subsidiaries under any of the Financing Facilities and any other Material Indebtedness; provided, however, that nothing herein shall eliminate the necessity or advisability of providing advance copies of draft documentation of the foregoing to the Administrative Agent for review in order to ensure the permissibility of any such Indebtedness, amendments, restatements, supplements, modifications, extensions, or refinancings or replacements.

(f) Section 6.03 of the Credit Agreement is hereby amended:

(i) to restate clause (c) thereof in its entirety as follows:

(c)    Liens on Receivables and Permitted Receivables Related Assets arising under any Permitted Securitization Facility Documents in connection with a Permitted Securitization Facility or under any documents evidencing or otherwise entered into in connection with a Permitted Factoring Transaction;

and (ii) to restate clause (a) of the second proviso thereof in its entirety as follows:

(g) Section 6.04 of the Credit Agreement is hereby amended to restate clause (j) thereof in its entirety as follows:

(j)    Investments in the SPVs (a) required in connection with any Permitted Securitization Facility Documents and (b) resulting from the transfers permitted by Section 6.02(c);

(h) Section 6.07 of the Credit Agreement is hereby amended to restate clause (c) thereof in its entirety as follows:

(i) Article VII of the Credit Agreement is hereby amended to replace the reference to “Permitted Receivables Facility” appearing in clause (e) thereof with a reference to the words “Permitted Securitization Facility”.

(j) Article VII of the Credit Agreement is hereby amended to restate clause (q) thereof in its entirety as follows:

(q)    Permitted Securitization Facility Document Events. A “termination event”, an “amortization event” or any other breach or event of like import under any Permitted Securitization Facility Documents permitted hereby (any such event, a “Receivables Securitization Trigger Event”) shall (i) occur with respect to the conduct or performance of (a) any Receivables Seller, (b) any servicer of the Receivables (so long as such servicer is the Company or a Subsidiary thereof) under the Permitted Securitization Facility Documents, (c) any guarantor of the obligations of any Receivables Seller or servicer under the Permitted Receivables Facility Documents or (d) any of their respective Subsidiaries other than an SPV and (ii) result in the termination of reinvestments of collections or proceeds of Receivables and Permitted Receivables Related Assets under any agreements evidencing Attributable Receivables Indebtedness (it being understood and agreed that the occurrence of a Receivables Securitization Trigger Event resulting solely from (x) the conduct or performance of an SPV and/or (y) the performance or quality of the Receivables securing the obligations under the Permitted Securitization Facility Documents, taken together with the circumstances described in the foregoing clause (ii), shall not give rise to a Default under this clause (q);

2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent:

(a) the Administrative Agent shall have received executed copies of this Amendment from the Administrative Agent, the Company, the Subsidiary Borrower, the Subsidiary Guarantors and the Required Lenders; and

(b) the Administrative Agent shall have received payment and/or reimbursement of all of the fees and expenses (including, to the extent invoiced, reasonable attorneys’ fees and expenses of counsel) due or payable to the Administrative Agent or its affiliates pursuant to Section 9 of this Amendment or Section 9.03 of the Credit Agreement.

3. Representations and Warranties of the Loan Parties. Each of the Company, the Subsidiary Borrower and the Subsidiary Guarantors (each, a “Loan Party”) hereby represents and warrants as follows:

(a) It has the power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement (as modified hereby) and the Subsidiary Guaranty, as applicable. The execution and delivery by it of this Amendment and the performance of its obligations hereunder and under the Credit Agreement (as modified hereby) and the Subsidiary Guaranty, as applicable, have been duly authorized by proper proceedings, and this Amendment, the Credit Agreement (as modified hereby) and the Subsidiary Guaranty (as applicable) constitute legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (whether enforcement is sought by proceedings in equity or at law).

(b) The execution and delivery of this Amendment and the performance of this Amendment, the Credit Agreement (as modified hereby) and the Subsidiary Guaranty, as applicable, do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of such Loan Party, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or

both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Loan Party, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Company’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained.

(c) As of the date hereof and giving effect to the terms of this Amendment, (i) there exists no Default or Event of Default and (ii) the representations and warranties contained in Article III of the Credit Agreement (as modified hereby) and in Section 2 of the Subsidiary Guaranty are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

4. Reference to and Effect on the Credit Agreement and Loan Documents.

(a) Upon the effectiveness of this Amendment, each reference to the “Credit Agreement” in the Credit Agreement, the Subsidiary Guaranty or any other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement.

(b) Each Loan Party (i) agrees that, except as specifically provided herein, this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of such Loan Party arising under or pursuant to the Credit Agreement, the Subsidiary Guaranty or the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement, the Subsidiary Guaranty and each and every other Loan Document to which it is a party and (iii) acknowledges and agrees that, except as specifically modified above, the Credit Agreement, the Subsidiary Guaranty and all other Loan Documents executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any modification of any provision of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.

5. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by means of facsimile or e-mail transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8. Costs and Expenses. Subject to the limitations set forth in Section 9.03(a) of the Credit Agreement, the Company agrees to pay all reasonable costs, fees and out‑of‑pocket expenses (including attorneys’ fees and expenses charged to the Administrative Agent) incurred by the Administrative Agent and the Lenders in connection with the preparation, arrangement, execution and enforcement of this Amendment.