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, LLCs business of developing, manufacturing, marketing, selling, and distributing plastic cutlery products under the Diamond® and private label brands.