exv4w7



 





Exhibit 4.7




October 12, 2006




Re: Newell Rubbermaid Inc.

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	 	 
	 

	 	 	 	 

Name: Anthony W. White
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sharon Burks Horos	 	 
	 

	 	 	 	 

Name: Sharon Burks Horos
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Barton	 	 
	 

	 	 	 	 

Name: David Barton
	 	 
	 

	 	 	 	Title:   Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	BNP P ARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Strait	 	 
	 

	 	 	 	 

Name: Andrew Strait
	 	 
	 

	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tomasz Rydel	 	 
	 

	 	 	 	 

Name: Tomasz Rydel
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard M. Levin	 	 
	 

	 	 	 	 

Name: Richard M. Levin
	 	 
	 

	 	 	 	Title:   Director	 	 






 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Janine M. Shugan	 	 
	 

	 	 	 	 

Name: 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	 	 
	 

	 	 	 	 

Name: Tsuguyuki Umene
	 	 
	 

	 	 	 	Title:   Deputy General Deputy	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to assets of William Street Commitment
Corporation)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Walton	 	 
	 

	 	 	 	 

Name: Mark Walton
	 	 
	 

	 	 	 	Title:   Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ING BANK, N.V., DUBLIN BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Maurice Kenny	 	 
	 

	 	 	 	 

Name: Maurice Kenny
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aidan Neill	 	 
	 

	 	 	 	 

Name: Aidan Neill
	 	 
	 

	 	 	 	Title:   Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anu Agarwal	 	 
	 

	 	 	 	 

Name: Anu Agarwal
	 	 
	 

	 	 	 	Title:   2nd Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Walter C. Parelli	 	 
	 

	 	 	 	 

Name: Walter C. Parelli
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL AUSTRALIA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eduardo Salazar	 	 
	 

	 	 	 	 

Name: Eduardo Salazar
	 	 
	 

	 	 	 	Title:   Senior Vice President
and Head of Corporate Banking	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James N. DeVries	 	 
	 

	 	 	 	 

Name: 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



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:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 
	Agreed and accepted:	 	 
	 
	 	 	 	 
	NEWELL RUBBERMAID INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Douglas L. Martin	 	 
	 

	 	 

Name: Douglas L. Martin
	 	 
	 

	 	Title:  Vice President – Treasurer	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK,
N.A., as 

      Administrative Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Anthony W. White	 	 
	 

	 	 

Name: 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	 	 
	 

	 	 	 	 

Name: Anthony W. White
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sharon Burks Horos	 	 
	 

	 	 	 	 

Name: Sharon Burks Horos
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Barton	 	 
	 

	 	 	 	 

Name: David Barton
	 	 
	 

	 	 	 	Title:   Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	BNP P ARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Strait	 	 
	 

	 	 	 	 

Name: Andrew Strait
	 	 
	 

	 	 	 	Title:   Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher Grumboski	 	 
	 

	 	 	 	 

Name: Christopher Grumboski
	 	 
	 

	 	 	 	Title:   Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard M. Levin	 	 
	 

	 	 	 	 

Name: Richard M. Levin
	 	 
	 

	 	 	 	Title:   Director	 	 






 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Janine M. Shugan	 	 
	 

	 	 	 	 

Name: 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	 	 
	 

	 	 	 	 

Name: Tsuguyuki Umene
	 	 
	 

	 	 	 	Title:   Deputy General Manager	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAM STREET
COMMITMENT CORPORATION

(Recourse only to assets of William Street Commitment
Corporation)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Walton	 	 
	 

	 	 	 	 

Name: Mark Walton
	 	 
	 

	 	 	 	Title:   Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ING BANK, N.V., DUBLIN BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Emma Condon	 	 
	 

	 	 	 	 

Name: Emma Condon
	 	 
	 

	 	 	 	Title:   Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aidan Neill	 	 
	 

	 	 	 	 

Name: Aidan Neill
	 	 
	 

	 	 	 	Title:   Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lisa McDermott	 	 
	 

	 	 	 	 

Name: Lisa McDermott
	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL AUSTRALIA BANK LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eduardo Salazar	 	 
	 

	 	 	 	 

Name: Eduardo Salazar
	 	 
	 

	 	 	 	Title:   Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James N. DeVries	 	 
	 

	 	 	 	 

Name: James N. DeVries
	 	 
	 

	 	 	 	Title:   Senior Vice President