EXHIBIT 00.xx
AMENDMENT NO. 9 TO CREDIT AGREEMENT
AMENDMENT NO. 9 (this "AMENDMENT"), dated as of November 30, 1999, to
and under the Credit Agreement, dated as of March 30, 1998 (as amended by
Amendment No. 1 dated as of May 8, 1998, Amendment No. 2 dated as of June 30,
1998, Amendment No. 3 dated as of October 19, 1998, Amendment No. 4 dated as of
April 10, 1999, Amendment No. 5 dated as of April 15, 1999, Amendment No. 6
dated as of May 25, 1999, Amendment No. 7 dated as of October 27, 1999 and
Amendment No. 8 dated as of November 16, 1999, as so amended, the "CREDIT
AGREEMENT"), among SUNBEAM CORPORATION (the "PARENT"), the SUBSIDIARY BORROWERS
referred to therein, the LENDERS party thereto, XXXXXX XXXXXXX SENIOR FUNDING,
INC., as Syndication Agent, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Documentation Agent, and FIRST UNION NATIONAL BANK, as
Administrative Agent.
W I T N E S S E T H :
WHEREAS, the Parent, the Subsidiary Borrowers, the Lenders and the
Agents are parties to the Credit Agreement;
WHEREAS, the Parent has requested that the Administrative Agent and the
Lenders agree to amend certain reporting requirements contained in Section 5.02
of the Credit Agreement;
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to such requested amendments, but only upon the terms and conditions of this
Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby. Except as herein specifically
amended, all terms and provisions of the Credit Agreement shall remain in full
force and effect and shall be performed by the parties hereto according to such
terms and provisions. This Amendment is limited as specified and shall not
constitute a modification, amendment or waiver of any other provision of the
Credit Agreement or any other Loan Document or indicate the Lenders' willingness
to consent to any other modification, amendment or waiver of the Credit
Agreement or any other Loan Document, including without limitation, any
modification, amendment or waiver of the Section amended pursuant to this
Amendment for any other date or time period or in connection with any other
transaction.
SECTION 2. ADDITIONAL INFORMATIONAL REQUIREMENTS. Section 5.02 of the
Credit Agreement is amended to replace paragraphs (B), (C), (D) and (F) with the
following new paragraphs (B), (C), (D) and (F):
"(B) (i) On or before the last Business Day of each month, a
cash forecast, showing monthly cash flows (and existing and forecasted
liquidity under all financing and securitization arrangements) for the
succeeding three months and (ii) on or before the fifteenth day of each
month, a comparison of actual monthly cash flows for the immediately
preceding month to the forecasted monthly cash flows for such
immediately preceding month as set forth in the most recent forecast
covering such immediately preceding month delivered pursuant to clause
(i) of this paragraph (B).
(C) (i) On or before December 31, 1999, a Business Plan for
the 2000 fiscal year of the Parent setting forth for each Strategic
Business Unit and on a consolidated basis monthly final forecasted
income statements, (ii) on or before January 15, 2000, a preliminary
Business Plan for the 2000 fiscal year of the Parent setting forth for
each Strategic Business Unit and on a consolidated basis monthly
preliminary forecasted cash flow statements and balance sheets and
(iii) on or before February 15, 2000, a final Business Plan for the
2000 fiscal year of the Parent setting forth for each Strategic
Business Unit and on a consolidated basis monthly final forecasted cash
flow statements and balance sheets.
(D) (i) On or before January 31, 2000, projections for the
fiscal years 2001 and 2002 of the Parent setting forth for each
Strategic Business Unit and on a consolidated basis projected income
statements and (ii) on or before February 15, 2000, projections for the
fiscal years 2001 and 2002 of the Parent setting forth (A) for each
Strategic Business Unit projected capital expenditures and (B) for the
Parent and its Consolidated Subsidiaries on a consolidated basis
projected cash flow statements and balance sheets.
(F) (i) Biweekly, a report summarizing the status of the
Parent's Year 2000 Computer Compatibility Project until such time as a
Financial Officer delivers a certificate to the Administrative Agent
certifying that such project is materially complete and (ii) if such
certificate is delivered prior to March 31, 2000, on or before the last
day of each month through March 31, 2000, a report summarizing the
status of the year 2000 compatibility of the Parent and its Material
Subsidiaries.".
SECTION 3. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 5. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. After giving
effect to this Amendment, the Parent and the Subsidiary Borrower (to the extent
applicable to it
thereunder) hereby represent and warrant that all representations and warranties
contained in the Credit Agreement are true and correct on and as of the date
hereof (unless stated to relate to a specific earlier date, in which case, such
representations and warranties shall be true and correct as of such earlier
date) and that no Default or Event of Default shall have occurred and be
continuing or would result from the execution and delivery of this Amendment.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective on the
date on which the Administrative Agent shall have received from each of the
Parent, the Subsidiary Borrower and the Required Lenders, a counterpart hereof
signed by such party or facsimile or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SUNBEAM CORPORATION
By:________________________________________
Name:
Title:
THE XXXXXXX COMPANY, INC.
By:________________________________________
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
individually and as Syndication Agent
By:________________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, individually
and as Documentation Agent
By:________________________________________
Name:
Title:
FIRST UNION NATIONAL BANK,
individually and as Administrative Agent
By:________________________________________
Name:
Title:
