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Bank of
America, N.A.
Bank of America Tower at One Bryant Park
New York, NY 10036
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To:
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Newell
Rubbermaid Inc.
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Three Glenlake
Parkway
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Atlanta,
Georgia 30328
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Attention:
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Treasurer
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Telephone
No.:
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(770)
418-7000
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Facsimile
No.:
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(770)
677-8705
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Re: Call Option
Confirmation and Warrant Confirmation
Newell Rubbermaid
Inc. (“ Company ”) and Bank of America, N.A.
(“ Dealer ”) concurrently herewith are entering
into a call option transaction (the “ Call Option
Transaction ”) to purchase from Dealer a number of
options exercisable into Shares pursuant to a letter agreement
dated as of the date hereof (the “ Call Option
Confirmation ”) and a warrant transaction (the “
Warrant Transaction ”, together with the Call Option
Transaction, the “ Transactions ”) to sell to
Dealer a number of options exercisable into Shares pursuant to a
letter agreement dated as of the date hereof (the “
Warrant Confirmation ”, together with the Call Option
Confirmation, the “ Confirmations ”).
This letter
agreement (the “ Letter Agreement ”) hereby
confirms the agreement between Dealer and Company as
follows:
1.
Terms Used but Not Defined Herein . Capitalized terms
used herein without definition shall have the meanings assigned to
them in the Call Option Confirmation or the Warrant Confirmation,
as applicable.
2.
Representations and Warranties of Company . Company
represents and warrants to Dealer that it is not entering into this
Letter Agreement (i) on the basis of, and it is not aware of,
any material non-public information with respect to itself or the
Shares (ii) in anticipation of, in connection with, or to
facilitate, a distribution of its securities (other than the
Convertible Notes), a self tender offer for equity securities or a
third-party tender offer or (iii) to create actual or apparent
trading activity in the Shares (or any security convertible into or
exchangeable for the Shares) or to raise or depress or otherwise
manipulate the price of the Shares (or any security convertible
into or exchangeable for the Shares).
3.
Amendment . If the Underwriters (the “
Underwriters ”) party to the Underwriting Agreement
(the “ Underwriting Agreement ”) dated as of the
date hereof among Company, and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and J.P. Morgan Securities Inc., as
representatives of the Underwriters party thereto, exercise their
option to purchase additional Convertible Notes (the “
Additional Convertible Notes ”), then on the closing
date for the purchase and sale of the Additional Conve
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