Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT NO. 3 dated as of June 21, 2018 (this “Amendment”), to the Credit Agreement dated as of June 30, 2015 (as amended, amended and restated, supplemented, extended, refinanced or otherwise modified prior to the date hereof, the “Credit Agreement”) among Energizer Holdings, Inc., a Missouri corporation (the “Borrower”), the Lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, (i) Energizer Gamma Acquisition, Inc. (“Gamma, Inc.”), a wholly owned Unrestricted Subsidiary of the Borrower, intends to issue new dollar-denominated Senior Notes due 2026 (the “Senior USD Notes”) the proceeds of which will be deposited into an escrow account (the “Dollar Escrow Account”) pursuant to an escrow agreement (the “Dollar Escrow Agreement”) among Gamma, Inc., The Bank of New York Mellon Trust Company, N.A. and Barclays Bank PLC and (ii) Energizer Gamma Acquisition B.V. (“Gamma B.V.”), a wholly owned Unrestricted Subsidiary of the Borrower, intends to issue new Euro-denominated Senior Notes due 2026 (the “Senior Euro Notes” and, together with the Dollar Notes, the “Senior Notes”), the proceeds of which will be deposited into an escrow account (the “Euro Escrow Account” and together with the Dollar Escrow Account, the “Escrow Accounts”) pursuant to an escrow agreement (the “Euro Escrow Agreement” and, together with the Dollar Escrow Agreement, the “Escrow Agreements”) among Gamma B.V., The Bank of New York Mellon Trust Company, N.A. and Barclays Bank PLC;

WHEREAS, the net proceeds of the offering of the Notes will remain in the applicable Escrow Account until (i) the Escrow Conditions (as defined in the Escrow Agreements) are satisfied or (ii) the date that Gamma, Inc. or Gamma B.V., as applicable, is required to redeem the notes pursuant to the indentures under which the Senior Notes are issued (a “Special Redemption”);

WHEREAS, the Borrower intends to enter into the Escrow Commitment Letters (as defined below) to pay to Energizer Gamma Acquisition, Inc. and/or Energizer Gamma Acquisition B.V., respectively, (i) such additional amounts that when taken together with the amount of funds held in the applicable Escrow Account, will be sufficient to pay the special redemption price of the Senior USD Notes and the Senior Euro Notes solely in the event a Special Redemption occurs, (ii) such additional amounts that will be sufficient to pay accrued and unpaid interest on any interest payment date with respect to the Senior Notes occurring prior to the date of the Special Redemption and (iii) such additional amounts that will be sufficient to pay upfront fees, discounts, commissions or original issue discount with respect to the Senior Notes, in each case, pursuant to and in accordance with the terms of the Escrow Commitment Letters;

WHEREAS, the Borrower, the Administrative Agent and the undersigned Lenders (together constituting the Required Lenders with respect to each of the Revolving Facility and the Term Facility) have agreed to amend certain provisions of the Credit Agreement as provided for herein; and

---

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. The rules of construction and other interpretive provisions specified in Section 1.02 of the Credit Agreement shall apply to this Amendment, including terms defined in the preamble and recitals hereto.

SECTION 2. Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, from and after the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definitions:

“Escrow Commitment Letters” means (a) an unsecured commitment letter between the Borrower and Energizer Gamma Acquisition, Inc. with respect to the Senior USD Notes and (b) an unsecured commitment letter between the Borrower and Energizer Gamma Acquisition B.V. with respect to the Senior Euro Notes, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

“Escrow Issuer” means (x) in the case of the Senior Euro Notes, Energizer Gamma Acquisition B.V. and (y) in the case of the Senior USD Notes, Energizer Gamma Acquisition, Inc.

“Senior Euro Notes Indenture” means an indenture among Energizer Gamma Acquisition B.V., as escrow issuer, the guarantors from time to time party thereto and the “Trustee” referred to therein, under which Energizer Gamma Acquisition B.V. will issue senior unsecured Euro-denominated notes ( the “Senior Euro Notes”).

“Senior Euro Notes” is defined in the definition of “Senior Euro Notes Indenture”.

“Senior USD Notes” is defined in the definition of “Senior USD Note Indenture”.

“Senior USD Note Indenture” means an indenture among Energizer Gamma Acquisition, Inc., as escrow issuer, the guarantors from time to time party thereto and the “Trustee” referred to therein, under which Energizer Gamma Acquisition, Inc. will issue senior unsecured U.S. dollar-denominated notes (the “Senior USD Notes”).

“Specified Commitments” means the unsecured commitments by the Borrower to pay to the Escrow Issuer with respect to any series of Senior Notes (i) such amounts that, when taken together with the amount of funds held in the applicable Escrow Account, will be sufficient to permit such Escrow Issuer to pay the special redemption price of the Senior USD Notes and the Senior Euro Notes, as applicable, (ii) such additional amounts that will be sufficient to pay

---

accrued and unpaid interest on any interest payment date with respect to such series of Senior Notes occurring prior to the date of the Special Redemption and (iii) such additional amounts that will be sufficient to pay upfront fees, discounts, commissions or original issue discount with respect to such series of Senior Notes, in each case, pursuant to and in accordance with the terms of the applicable Escrow Commitment Letter.

(b) Section 7.01(a) of the Credit Agreement is hereby amended by replacing each reference therein to “Restricted Subsidiaries” with a reference to “consolidated Subsidiaries”.

(c) Section 7.03(a) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (xxii) thereof, (ii) replacing the “.” at the end of clause (xxiii) thereof with “; and” and (iii) adding the following new clause (xxiv):

“(xxiv) Indebtedness in the form of the Specified Commitments.”

(d) Section 7.03(d) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (xvi) thereof, (ii) replacing the “.” at the end of clause (xvii) thereof with “; and” (iii) adding the following new clause (xviii):

“(xviii) Investments in Energizer Gamma Acquisition, Inc. and Energizer Gamma Acquisition B.V. pursuant to the Escrow Commitment Letters.”

(e) Section 7.03(i) of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately prior to clause (ix) thereof, (ii) replacing the “.” at the end of clause (ix) thereof with “; and” and (iii) adding the following new clause (x):

“(x) the Borrower may enter into the Escrow Commitment Letters and make any payments contemplated thereby.”

SECTION 3. Effect of Amendment; Reaffirmation; Etc. Except as expressly set forth herein or in the Credit Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or under any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the foregoing, (i) each Loan Party acknowledges and agrees that (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all Secured Obligations (as defined in the Collateral Agreement) on the terms and conditions set forth in the Collateral Documents, and hereby ratifies the security interests granted by it pursuant to the Collateral Documents and (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Collateral Agreement with respect to all of the Secured Obligations. On and as of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Credit Agreement shall refer to the Credit Agreement as amended hereby.

---

SECTION 4. Representations of Loan Parties. Each of the Loan Parties hereby represents and warrants as of the date hereof:

(a) this Amendment has been duly authorized, executed and delivered by it. This Amendment and the Credit Agreement (in each case, as of the Amendment Effective Date) constitute its legal, valid and binding obligation, 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) no Default or Unmatured Default has occurred and is continuing or shall result from the effectiveness of this Amendment or the consummation of the transactions contemplated hereby; and

(c) all of the representations in the Credit Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

SECTION 5. Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:

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

(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 10.07 of the Credit Agreement; and

(c) the representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all respects on and as of the Amendment Effective Date.

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

SECTION 6. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

---

SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart of this Amendment.

SECTION 8. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

SECTION 9. Miscellaneous. For the avoidance of doubt, this Amendment constitutes a Loan Document. Section 10.07 of the Credit Agreement is hereby incorporated by reference and shall apply mutatis mutandis as if each Lender party hereto were the Administrative Agent and this Amendment were the Credit Agreement.

[Signature Pages Follow]

---

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

 

[Signature Page to Amendment]

---

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]

---

 

 

 

 

[Signature Page to Amendment]