First Amendment to $400,000,000 Term Loan Credit Agreement



 EXHIBIT 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO
CREDIT AGREEMENT dated as of June 30, 2009 (the “Amendment”) is entered into among Newell Rubbermaid Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as
Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). 
 RECITALS 
 WHEREAS, the Borrower, the Lenders and Bank of
America, N.A., as Administrative Agent entered into that certain Credit Agreement dated as of September 19, 2008 (as amended or modified from time to time, the “Credit Agreement”); and 
 WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below; 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. The
principal amortization payment on the Term Loan in Section 3.01 of the Credit Agreement due on September 19, 2009 shall be moved up and be due and payable on June 30, 2009. 
 2. This Amendment shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the
Borrower, the Majority Lenders and Bank of America, N. A., as Administrative Agent. 
 3. This Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an
original and shall constitute a representation that an executed original shall be delivered. 
 4. This Amendment and the
rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of New York. 
 [Signature pages follow] 







 Each of the parties hereto has caused a counterpart of this Amendment to be duly executed
and delivered as of the date first above written. 
  

									
	BORROWER:	 		 	 NEWELL RUBBERMAID INC.,
 a Delaware
corporation

					
		 		 		 	By:	 	/s/ Dale Metz
		 		 		 	Name:	 	Dale Metz
		 		 		 	Title:	 	Vice President and Treasurer

 NEWELL RUBBERMAID INC. 
 FIRST AMENDMENT 








									
	ADMINISTRATIVE AGENT:	 		 	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

					
		 		 		 	By:	 	/s/ Joan Mok
		 		 		 	Name:	 	Joan Mok
		 		 		 	Title:	 	Vice President
			
	LENDERS:	 		 	 BANK OF AMERICA, N.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ David L. Catherall
		 		 		 	Name:	 	David L. Catherall
		 		 		 	Title:	 	Senior Vice President

 NEWELL RUBBERMAID INC. 
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	THE CHIBA BANK, LTD.,
	NEW YORK BRANCH,
	as a Lender,
		
	By:	 	/s/ Yukihito Inamura
	Name:	 	Yukihito Inamura
	Title:	 	General Manager


 NEWELL RUBBERMAID INC. 
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	WILLIAM STREET LLC,
	as a Lender,
		
	By:	 	/s/ Mark Walton
	Name:	 	Mark Walton
	Title:	 	Authorized Signatory


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	FIRST HAWAIIAN BANK
	as a Lender,
		
	By:	 	/s/ Dawn Hofman
	Name:	 	Dawn Hofman
	Title:	 	Vice President


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	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender,
		
	By:	 	/s/ William McGinty
	Name:	 	William McGinty
	Title:	 	Senior Vice President


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	BNP PARIBAS,
	as a Lender,
		
	By:	 	/s/ Andrew Strait
	Name:	 	Andrew Strait
	Title:	 	Managing Director
		
	By:	 	/s/ Fikret Durmus
	Name:	 	Fikret Durmus
	Title:	 	Vice President


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	RBC BANK USA,
	as a Lender,
		
	By:	 	/s/ James Pryor
	Name:	 	James Pryor
	Title:	 	Managing Director


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	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
	as a Lender,
		
	By:	 	/s/ Doreen Barr
	Name:	 	Doreen Barr
	Title:	 	Vice President
		
	By:	 	/s/ Christopher Reo Day
	Name:	 	Christopher Reo Day
	Title:	 	Associate


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	THE NORTHERN TRUST COMPANY,
	as a Lender,
		
	By:	 	/s/ Kathryn Schad Reuther
	Name:	 	Kathryn Schad Reuther
	Title:	 	Vice President


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	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender,
		
	By:	 	/s/ William M. Ginn
	Name:	 	William M. Ginn
	Title:	 	Executive Officer


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	ING BANK N.V. DUBLIN BRANCH,
	as a Lender,
		
	By:	 	/s/ Emma Condon
	Name:	 	Emma Condon
	Title:	 	Vice President
		
	By:	 	/s/ Aidan Neill
	Name:	 	Aidan Neill
	Title:	 	Director


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	BANK OF COMMUNICATIONS CO., LTD.,
	NEW YORK BRANCH
	as a Lender,
		
	By:	 	/s/ Shelley He
	Name:	 	Shelley He
	Title:	 	Deputy General Manager


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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD,
	as a Lender,
		
	By:	 	/s/ Mario Iarriccio
	Name:	 	Mario Iarriccio
	Title:	 	Authorized Signatory


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	BARCLAYS BANK PLC
	as a Lender,
		
	By:	 	/s/ Nicholas A. Bell
	Name:	 	Nicholas A. Bell
	Title:	 	Director


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	REGIONS BANK
	as a Lender,
		
	By:	 	/s/ Stephen H. Lee
	Name:	 	Stephen H. Lee
	Title:	 	Senior Vice President


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	CITIBank, N.A.
	as a Lender,
		
	By:	 	/s/ Kirk Lakeman
	Name:	 	Kirk Lakeman
	Title:	 	Vice President


 NEWELL RUBBERMAID INC. 
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	J.P. MORGAN CHASE BANK, N.A.,
	as a Lender,
		
	By:	 	/s/ Anthony W. White
	Name:	 	Anthony W. White
	Title:	 	Vice President


 NEWELL RUBBERMAID INC. 
 FIRST AMENDMENT