Exhibit 4.7
October 12, 2006
Re: Newell Rubbermaid Inc.
Credit Agreement dated as of November 14, 2005
Credit Agreement dated as of November 14, 2005
Reference is made to the Credit Agreement dated as of November 14, 2005 (as amended, the “Credit Agreement”) between Newell Rubbermaid Inc. (the “Company”), the Lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein without definition shall have the meanings assigned to them in the Credit Agreement.
Section 2.12 of the Credit Agreement sets forth certain provisions applicable to an extension of the Commitment Termination Date. The parties to the Credit Agreement wish to make certain modifications to such provisions and, accordingly, agree that, notwithstanding the provisions of Section 2.12 of the Credit Agreement, in the event that any Lender shall deny (or be deemed to deny) any Extension Request thereunder, the Company shall have the right to replace such lender at any time thereunder, whether prior to, on or after the relevant Extension Date, with one or more other lenders (which may include any Lender) in each case with the consent of the Administrative Agent and each Issuing Bank (such consent in each case not to be unreasonably withheld), it being understood that any Person that becomes an Additional Commitment Lender shall provide a Commitment having the same Commitment Termination Date as the Lenders which agreed to such Extension Request.
This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter, which shall constitute a modification of the Credit Agreement, shall become effective upon receipt by the Administrative Agent of one or more counterparts hereof by the Company, the Administrative Agent and Lenders constituting the Majority Lenders. This letter may be executed in counterparts, and delivery of a counterpart signature page to this letter by facsimile shall be effective as delivery of an original manually executed counterpart of this letter.
NEWELL RUBBERMAID INC. | ||||
By: | /s/ Douglas L. Martin | |||
Name: | Douglas L. Martin | |||
Title: | Vice President - Treasurer |
LENDERS | ||||||
JPMORGAN CHASE BANK, N.A. | ||||||
as a Lender and as the Administrative Agent | ||||||
By: | /s/ Anthony W. White | |||||
Title: Vice President | ||||||
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Sharon Burks Horos | |||||
Title: Vice President | ||||||
BARCLAYS BANK PLC | ||||||
By: | /s/ David Barton | |||||
Title: Associate Director | ||||||
BNP P ARIBAS | ||||||
By: | /s/ Andrew Strait | |||||
Title: Managing Director | ||||||
By: | /s/ Tomasz Rydel | |||||
Title: Vice President | ||||||
CITICORP USA, INC. | ||||||
By: | /s/ Richard M. Levin | |||||
Title: Director |
LEHMAN COMMERCIAL PAPER INC. | ||||||
By: | /s/ Janine M. Shugan | |||||
Title: Authorized Signatory | ||||||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||||||
CHICAGO BRANCH (f/k/a The Bank of Tokyo – Mitsubishi, Ltd., Chicago Branch) | ||||||
By: | /s/ Tsuguyuki Umene | |||||
Title: Deputy General Deputy | ||||||
WILLIAM STREET COMMITMENT CORPORATION (Recourse only to assets of William Street Commitment Corporation) | ||||||
By: | /s/ Mark Walton | |||||
Title: Assistant Vice President | ||||||
ING BANK, N.V., DUBLIN BRANCH | ||||||
By: | /s/ Maurice Kenny | |||||
Title: Vice President | ||||||
By: | /s/ Aidan Neill | |||||
Title: Vice President |
THE NORTHERN TRUST COMPANY | ||||||
By: | /s/ Anu Agarwal | |||||
Title: 2nd Vice President | ||||||
THE BANK OF NEW YORK | ||||||
By: | /s/ Walter C. Parelli | |||||
Title: Vice President | ||||||
NATIONAL AUSTRALIA BANK | ||||||
By: | /s/ Eduardo Salazar | |||||
Title: Senior Vice President and Head of Corporate Banking | ||||||
U.S. BANK, N.A. | ||||||
By: | /s/ James N. DeVries | |||||
Title: Senior Vice President |
EXTENSION AGREEMENT
JPMorgan Chase Bank, N.A.,
as Administrative Agent
under the Credit Agreement
referred to below
270 Park Avenue
New York, NY 10017
as Administrative Agent
under the Credit Agreement
referred to below
270 Park Avenue
New York, NY 10017
Gentlemen:
The undersigned hereby agrees to extend, effective October 10, 2006, the Commitment Termination Date under the Credit Agreement dated as of November 14, 2005 (the “Credit Agreement”) among Newell Rubbermaid Inc., a Delaware corporation (the “Company”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for one year to November 14, 2011. Terms defined in the Credit Agreement are used herein with the same meaning.
This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.
By: | ||||||
Title: |
Agreed and accepted: | ||||
NEWELL RUBBERMAID INC. | ||||
By: | /s/ Douglas L. Martin | |||
Title: Vice President – Treasurer | ||||
JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||
By: | /s/ Anthony W. White | |||
Title: Vice President |
This Extension Agreement was countersigned by the following parties:
JPMORGAN CHASE BANK, N.A. | ||||||
By: | /s/ Anthony W. White | |||||
Title: Vice President | ||||||
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Sharon Burks Horos | |||||
Title: Vice President | ||||||
BARCLAYS BANK PLC | ||||||
By: | /s/ David Barton | |||||
Title: Associate Director | ||||||
BNP P ARIBAS | ||||||
By: | /s/ Andrew Strait | |||||
Title: Managing Director | ||||||
By: | /s/ Christopher Grumboski | |||||
Title: Director | ||||||
CITICORP USA, INC. | ||||||
By: | /s/ Richard M. Levin | |||||
Title: Director |
LEHMAN COMMERCIAL PAPER INC. | ||||||
By: | /s/ Janine M. Shugan | |||||
Title: Authorized Signatory | ||||||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||||||
CHICAGO BRANCH (f/k/a The Bank of Tokyo – Mitsubishi, Ltd., Chicago Branch) | ||||||
By: | /s/ Tsuguyuki Umene | |||||
Title: Deputy General Manager | ||||||
WILLIAM STREET COMMITMENT CORPORATION (Recourse only to assets of William Street Commitment Corporation) | ||||||
By: | /s/ Mark Walton | |||||
Title: Assistant Vice President | ||||||
ING BANK, N.V., DUBLIN BRANCH | ||||||
By: | /s/ Emma Condon | |||||
Title: Manager | ||||||
By: | /s/ Aidan Neill | |||||
Title: Vice President |
THE NORTHERN TRUST COMPANY | ||||||
By: | /s/ Lisa McDermott | |||||
Title: Vice President | ||||||
NATIONAL AUSTRALIA BANK LIMITED | ||||||
By: | /s/ Eduardo Salazar | |||||
Title: Senior Vice President | ||||||
U.S. BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ James N. DeVries | |||||
Title: Senior Vice President |