October 12, 2006 Re: Newell Rubbermaid Inc. Credit Agreement dated as of November 14, 2005
Exhibit 4.7
October 12, 2006
Re: Xxxxxx 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 Xxxxxx 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.
XXXXXX RUBBERMAID INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President - Treasurer |
LENDERS | ||||||
JPMORGAN CHASE BANK, N.A. | ||||||
as a Lender and as the Administrative Agent | ||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||
Title: Vice President | ||||||
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Xxxxxx Xxxxx Xxxxx | |||||
Title: Vice President | ||||||
BARCLAYS BANK PLC | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Title: Associate Director | ||||||
BNP P ARIBAS | ||||||
By: | /s/ Xxxxxx Xxxxxx | |||||
Title: Managing Director | ||||||
By: | /s/ Xxxxxx Xxxxx | |||||
Title: Vice President | ||||||
CITICORP USA, INC. | ||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||
Title: Director |
XXXXXX COMMERCIAL PAPER INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
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 | ||||||
XXXXXXX STREET COMMITMENT CORPORATION (Recourse only to assets of Xxxxxxx Street Commitment Corporation) | ||||||
By: | /s/ Xxxx Xxxxxx | |||||
Title: Assistant Vice President | ||||||
ING BANK, N.V., DUBLIN BRANCH | ||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
Title: Vice President | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Title: Vice President |
THE NORTHERN TRUST COMPANY | ||||||
By: | /s/ Xxx Xxxxxxx | |||||
Title: 2nd Vice President | ||||||
THE BANK OF NEW YORK | ||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||
Title: Vice President | ||||||
NATIONAL AUSTRALIA BANK | ||||||
By: | /s/ Xxxxxxx Xxxxxxx | |||||
Title: Senior Vice President and Head of Corporate Banking | ||||||
U.S. BANK, N.A. | ||||||
By: | /s/ Xxxxx X. XxXxxxx | |||||
Title: Senior Vice President |
JPMorgan Chase Bank, N.A.,
as Administrative Agent
under the Credit Agreement
referred to below
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
as Administrative Agent
under the Credit Agreement
referred to below
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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 Xxxxxx 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: | ||||
XXXXXX RUBBERMAID INC. | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | |||
Title: Vice President – Treasurer | ||||
JPMORGAN CHASE BANK,
N.A., as Administrative Agent |
||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
Title: Vice President |
This Extension Agreement was countersigned by the following parties:
JPMORGAN CHASE BANK, N.A. | ||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||
Title: Vice President | ||||||
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Xxxxxx Xxxxx Xxxxx | |||||
Title: Vice President | ||||||
BARCLAYS BANK PLC | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Title: Associate Director | ||||||
BNP P ARIBAS | ||||||
By: | /s/ Xxxxxx Xxxxxx | |||||
Title: Managing Director | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | |||||
Title: Director | ||||||
CITICORP USA, INC. | ||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||
Title: Director |
XXXXXX COMMERCIAL PAPER INC. | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
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 | ||||||
XXXXXXX STREET
COMMITMENT CORPORATION (Recourse only to assets of Xxxxxxx Street Commitment Corporation) |
||||||
By: | /s/ Xxxx Xxxxxx | |||||
Title: Assistant Vice President | ||||||
ING BANK, N.V., DUBLIN BRANCH | ||||||
By: | /s/ Xxxx Xxxxxx | |||||
Title: Manager | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Title: Vice President |
THE NORTHERN TRUST COMPANY | ||||||
By: | /s/ Xxxx XxXxxxxxx | |||||
Title: Vice President | ||||||
NATIONAL AUSTRALIA BANK LIMITED | ||||||
By: | /s/ Xxxxxxx Xxxxxxx | |||||
Title: Senior Vice President | ||||||
U.S. BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ Xxxxx X. XxXxxxx | |||||
Title: Senior Vice President |