AMENDMENT NO. 1
EX-10.1 2 nwl-exx101x2012630xq2.htm FIRST AMENDMENT TO CREDIT AGREEMENT DATED DECEMBER 2, 2011 NWL-EX-10.1-2012.6.30-Q2
EXECUTION COPY
AMENDMENT NO. 1
AMENDMENT NO. 1 (this “Amendment”) dated as of June 8, 2012 to the Credit
Agreement referred to below, between Newell Rubbermaid Inc. (the “Company”), each of the Subsidiary
Borrowers identified under the caption “SUBSIDIARY BORROWERS” on the signature pages hereto,
each of the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent thereunder (in such capacity, the “Administrative Agent”).
WHEREAS, the Company, the Subsidiary Borrowers party thereto, the Lenders party
thereto (individually, a “Lender” and, collectively, the “Lenders”) and the Administrative Agent are
parties to a Credit Agreement dated as of December 2, 2011 (as amended and in effect immediately prior
to giving effect to this Amendment, the “Credit Agreement”); and
WHEREAS, the Company and the Lenders wish to amend the Credit Agreement in
certain respects;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used in this Amendment and not otherwise
defined are used herein as defined in the Credit Agreement.
Section 2. Amendments. Effective as provided (and subject to the satisfaction of the
conditions precedent) in Section 5 hereof, the Credit Agreement shall be amended as follows:
2.01. General References. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement
as amended hereby.
2.02. Schedule 3.12 (Existing Agreements). Schedule 3.12 to the Credit Agreement shall
be amended by adding to such schedule, at the end thereof, the following additional item:
“10. Deed of Guarantee dated November 16, 2007, between the Company and the
trustees of certain Company related United Kingdom pension schemes whereby the Company
guarantees the obligations of certain of its United Kingdom subsidiaries’ pension funding
commitments as set forth in an agreed upon schedule of contributions. The current schedule of
contributions provides for contributions of approximately £750,000 per month. A new schedule
of contributions will be entered into in 2014 based upon updated valuations.”
Section 3. Waiver. The Required Lenders hereby waive any Default that may have
occurred and be continuing as of the date hereof by reason of the omission from Schedule 3.12 to the
Credit Agreement of the additional item referred to in Section 2.02 hereof.
Section 4. Representations and Warranties. The Company represents and warrants to the
Administrative Agent and the Lenders that, as of the date hereof, (a) the representations and warranties of
the Loan Parties set forth in the Credit Agreement and the other Loan Documents, in each case as
amended hereby, are true and correct on and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of an earlier date, as of such earlier date); and (b) no Default shall
have occurred and be continuing under the Credit Agreement as amended hereby (after giving effect to
Section 3 hereof).
Section 5. Conditions to Effectiveness. The amendments to the Credit Agreement set
forth in Section 2 hereof and the waivers set forth in Section 3 hereof shall become effective as of the date
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hereof upon receipt by the Administrative Agent of one or more counterparts of this Amendment signed
on behalf of the Company and the Required Lenders.
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain
unchanged and in full force and effect. The Company shall pay all reasonable expenses incurred by the
Administrative Agent, including the reasonable fees, charges and disbursements of Milbank, Tweed,
Hadley & McCloy LLP, special New York counsel to JPMCB, in connection with the preparation,
negotiation, execution and delivery of, and satisfaction of the conditions under, this Amendment. This
Amendment may be executed in any number of counterparts, all of which taken together shall constitute
one and the same agreement and any of the parties hereto may execute this Amendment by signing any
such counterpart. This Amendment shall be governed by, and construed in accordance with, the law of
the State of New York.
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Signature Page to Amendment No. 1
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SUBSIDIARY BORROWERS
[NONE AS OF THE DATE OF THIS AMENDMENT]
Signature Page to Amendment No. 1
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