EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 4 

AMENDMENT NO. 4 (this “Amendment”) dated as of December 22, 2015 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 thereunder (in such capacity, the “Administrative Agent”). 
 WHEREAS, the Company, the Subsidiary
Borrowers party thereto, the Lenders party thereto (each, 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 by that certain Amendment No. 1 dated as of June 8, 2012, that certain Amendment No. 2 dated as of November 10, 2014 and that certain Amendment No. 3 dated as of June 22, 2015, and as may be further amended,
supplemented or otherwise modified from time to time, 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. Defined Terms. 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 4 hereof, the Credit Agreement shall be amended as follows: 
 (a) 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. This Amendment shall constitute a “Loan Document” under the Credit Agreement. 
 (b)
Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein: 

“Elmer’s” means Elmer’s Products, Inc., a Delaware corporation. 

“Elmer’s Acquisition” means the acquisition by the Company of all of the outstanding Equity
Interests of Elmer’s pursuant to that certain Share Purchase Agreement, dated as of October 2, 2015, by and among the Company, Elmer’s and Berwind Consumer Products LLC, a Delaware limited liability company. 

“Elmer’s Transaction Expenses” means the transaction expenses related to the Elmer’s
Acquisition and the related transactions (including, without limitation, structuring fees, upfront fees and professional fees in connection with the associated bridge financing). 

“Jarden” means Jarden Corporation, a Delaware corporation. 







 “Jarden Acquisition” means the acquisition by the
Company, directly or through a Wholly-Owned Subsidiary, of all of the outstanding Equity Interests of Jarden pursuant to that certain Agreement and Plan of Merger, dated as of December 13, 2015, among Jarden, the Company, NCPF Acquisition Corp.
I, a Delaware corporation, and NCPF Acquisition Corp. II, a Delaware corporation. 
 “Jarden Acquisition Closing
Date” means the date on which the Jarden Acquisition shall have been consummated 
 “Jarden
Transaction Expenses” means the transaction expenses related to the Jarden Acquisition and the related transactions (including, without limitation, structuring fees, upfront fees and professional fees in connection with the associated
bridge financing). 
 (c) Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of the
definition of “Consolidated EBITDA”: 
 “Notwithstanding the foregoing, for purposes of calculating the Interest Coverage
Ratio, the Elmer’s Transaction Expenses and the Jarden Transaction Expenses shall not be added back in calculating Consolidated EBITDA.” 

(d) Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of the definition of
“Consolidated Interest Expense”: 
 “Notwithstanding the foregoing, for purposes of calculating the Interest Coverage Ratio,
Consolidated Interest Expense shall not include the Elmer’s Transaction Expenses or the Jarden Transaction Expenses.” 
 (e)
Section 1.01 of the Credit Agreement is hereby amended by inserting the following proviso at the end of the definition of “Interest Coverage Ratio”: 

“; provided that for purposes of calculating the Interest Coverage Ratio, the Elmer’s Transaction Expenses and the Jarden
Transaction Expenses shall not be taken into account”. 
 (f) Section 6.06 of the Credit Agreement is hereby amended to read in
its entirety as follows: 
 “The Company shall not permit the ratio of Total Indebtedness to Total Capital (x) at any time from and
including the Jarden Acquisition Closing Date to but excluding the first anniversary of the Jarden Acquisition Closing Date, to be greater than 0.65 to 1.00 or (y) at any other time, to be greater than 0.60 to 1.00; provided in each case
that (i) in calculating Total Capital, goodwill impairment charges taken pursuant to the FASB’s Accounting Standards Codification 350 (and any predecessor thereof) shall be disregarded to the extent such charges do not exceed $750,000,000
in the aggregate, (ii) in calculating such ratio, quarterly income preferred securities, quarterly income capital securities, monthly income preferred securities or other similar securities will be treated as part of “Total Capital”
and not “Total Indebtedness” and (iii) in calculating Total Capital, (a) the component of accumulated other comprehensive income (loss) consisting of foreign currency translation income (loss), (b) the cumulative foreign
exchange gains or losses incurred since January 1, 2012, arising due to the appreciation or depreciation of non-Dollar currencies versus Dollars in regards to foreign entities in highly inflationary economies pursuant to the FASB’s


  
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Accounting Standards Codification 830 and (c) the cumulative gains or losses incurred since January 1, 2012, resulting from the deconsolidation of a foreign entity pursuant to the
FASB’s Accounting Standards Codification 810, shall be disregarded to the extent such amounts, in the aggregate (after netting income and gains against losses, and whether representing net aggregate income, gain or loss), do not exceed
$600,000,000.” 
 SECTION 3. Representations and Warranties. The Company represents and warrants to the Administrative
Agent and the Lenders that, as of the date hereof, both before and after the effectiveness of the amendments set forth in Section 2 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 in all material respects (except for any such representations and warranties that are qualified by materiality, which shall be true and correct in all respects) 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 4. Conditions to Effectiveness. The amendments to the Credit
Agreement set forth in Section 2 hereof shall become effective as of the date 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 5. Confirmation of Obligations. The Company, by its execution of this Amendment, hereby confirms and ratifies that all of
its obligations under the Credit Agreement and the other Loan Documents shall continue in full force and effect for the benefit of the Administrative Agent and the Lenders. Nothing in this Amendment shall constitute a waiver by the Administrative
Agent or any Lender of any rights or remedies under the Credit Agreement or other Loan Documents. 
 SECTION 6. Miscellaneous.
Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. 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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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed
and delivered as of the day and year first above written. 
  

			
	 NEWELL RUBBERMAID INC.,

    as the Company

		
	By:	 	 /s/ John B. Ellis

	Name:	 	John B. Ellis
	Title:	 	Vice President and Treasurer



  
 [Signature Page to
Amendment No. 4] 








 SUBSIDIARY BORROWERS 

[NONE AS OF THE DATE OF THIS AMENDMENT] 

  
 [Signature Page to
Amendment No. 4] 








 
			
	 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender

		
	By:	 	 /s/ Gene Riego de Dios

	Name:	 	Gene Riego de Dios
	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 4] 








 
			
	 Barclays Bank PLC,
as a Lender

		
	By:	 	 /s/ Ronnie Glenn

	Name:	 	Ronnie Glenn
	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 4] 








 
			
	 CITIBANK, N.A.,
as a Lender

		
	By:	 	 /s/ Lisa Huang

	Name:	 	Lisa Huang
	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 4] 








 
			
	 ROYAL BANK OF CANADA,
as a Lender

		
	By:	 	 /s/ Julia Ivanova

	Name:	 	Julia Ivanova
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 4] 








 
			
	 Bank of America,
as a Lender

		
	By:	 	 /s/ Kyle Lewis

	Name:	 	Kyle Lewis
	Title:	 	AVP



  
 [Signature Page to
Amendment No. 4] 








 
			
	 Credit Suisse AG, Cayman Islands Branch,
as a Lender

		
	By:	 	 /s/ Bill O’Daly

	Name:	 	Bill O’Daly
	Title:	 	Authorized Signatory


 
			
		
	By:	 	 /s/ Kelly Heimrich

	Name:	 	Kelly Heimrich
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 4] 








 
			
	 GOLDMAN SACHS BANK USA,
as a Lender

		
	By:	 	 /s/ Robert K. Ehudin

	Name:	 	Robert K. Ehudin
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 4] 








 
			
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
as a Lender

		
	By:	 	 /s/ Adrienne Young

	Name:	 	Adrienne Young
	Title:	 	Vice-President



  
 [Signature Page to
Amendment No. 4] 








 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender

		
	By:	 	 /s/ Andrew Payne

	Name:	 	Andrew Payne
	Title:	 	Director



  
 [Signature Page to
Amendment No. 4] 








 
			
	 THE NORTHERN TRUST COMPANY,
as a Lender

		
	By:	 	 /s/ Kimberly A. Crotty

	Name:	 	Kimberly A. Crotty
	Title:	 	VP



  
 [Signature Page to
Amendment No. 4] 








 
			
	 PNC Bank, National Association,
as a Lender

		
	By:	 	 /s/ Brandon K. Fiddler

	Name:	 	Brandon K. Fiddler
	Title:	 	Vice President



  
 [Signature Page to
Amendment No. 4] 








 
			
	 U.S. Bank National Association,
as a Lender

		
	By:	 	 /s/ Steven L. Sawyer

	Name:	 	Steven L. Sawyer
	Title:	 	Senior Vice President



  
 [Signature Page to
Amendment No. 4] 








 
			
	 ING Bank N.V., Dublin Branch,
as a Lender

		
	By:	 	 /s/ Sean Hassett

	Name:	 	Sean Hassett
	Title:	 	Director


 
			
		
	By:	 	 /s/ Barry Fehily

	Name:	 	Barry Fehily
	Title:	 	Managing Director



  
 [Signature Page to
Amendment No. 4]