EXHIBIT 10.1
FIRST
AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT dated as of June 30, 2009 (the “
Amendment ”) is entered into among Newell Rubbermaid
Inc., a Delaware corporation (the “ Borrower ”),
the Lenders party hereto and Bank of America, N.A., as
Administrative Agent. All capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such
terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Lenders
and Bank of America, N.A., as Administrative Agent entered into
that certain Credit Agreement dated as of September 19, 2008
(as amended or modified from time to time, the “ Credit
Agreement ”); and
WHEREAS, the Borrower has requested
that the Lenders amend the Credit Agreement as set forth
below;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
1. The principal amortization
payment on the Term Loan in Section 3.01 of the Credit
Agreement due on September 19, 2009 shall be moved up and be
due and payable on June 30, 2009.
2. This Amendment shall be effective
upon receipt by the Administrative Agent of counterparts of this
Amendment duly executed by the Borrower, the Majority Lenders and
Bank of America, N. A., as Administrative Agent.
3. This Amendment may be executed in
any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of
this Amendment by telecopy shall be effective as an original and
shall constitute a representation that an executed original shall
be delivered.
4. This Amendment and the rights and
obligations of the parties hereunder shall be governed by and
construed and interpreted in accordance with the laws of the State
of New York.
[Signature pages follow]
Each of the parties hereto has
caused a counterpart of this Amendment to be duly executed and
delivered as of the date first above written.
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BORROWER:
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NEWELL RUBBERMAID INC.,
a Delaware corporation
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By:
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/s/ Dale
Metz
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Name:
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Dale
Metz
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Title:
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Vice President
and Treasurer
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NEWELL RUBBERMAID INC.
FIRST AMENDMENT
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ADMINISTRATIVE
AGENT:
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BANK OF AMERICA, N.A.,
as Administrative Agent
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By:
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/s/ Joan
Mok
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Name:
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Joan
Mok
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Title:
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Vice
President
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LENDERS:
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BANK OF AMERICA, N.A.,
as a Lender
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By:
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/s/ David L.
Catherall
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