AMENDMENT NO. 6 TO CREDIT AGREEMENT
AMENDMENT NO. 6 AND AGREEMENT (this "Amendment"), dated as of May 25,
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 and Amendment No. 5, Third Waiver and Agreement, dated as of
April 15, 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 advised the Administrative Agent that in
connection with the Parent's determination not to continue the use of certain
warehouse space located in Tulsa, Oklahoma, Sunbeam Products, Inc. ("Sunbeam
Products") intends to acquire certain real property adjacent to its existing
warehouse in Neosho, Missouri (the "Additional Neosho Property") in order to
expand the existing warehouse (the "Warehouse Project");
WHEREAS, the Parent has requested that the Administrative Agent and the
Lenders agree to amend Section 6.11 (Capital Expenditures) of the Credit
Agreement in connection with the acquisition of the Additional Neosho Property
and the Warehouse Project, and has further requested that the Administrative
Agent and the Lenders agree to certain other amendments and agreements with
respect to the Credit Agreement and the other Loan Documents, as more fully set
forth below;
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to such requested amendments and agreements, but only upon the terms and
conditions of this Amendment;
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 its
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 such other modification, amendment or waiver.
SECTION 2. Capital Expenditures. Section 6.11 of the Credit Agreement
is amended to replace the last paragraph of such Section with the following new
paragraph:
"Notwithstanding the foregoing, Consolidated Capital
Expenditures at any time during each of the periods set forth below
will not exceed the amount set forth below opposite such period (in
each case excluding Year 2000 Compatibility Expenditures which would
otherwise have been included in Consolidated Capital Expenditures for
such period):
Period Amount
------ ------
January 1, 1999 - June 30, 1999 $45,000,000
January 1, 1999 - September 30, 1999 $63,000,000
January 1, 1999 - December 31, 1999 $75,000,000
January 1, 1999 - March 31, 2000 $96,000,000".
SECTION 3. Blocked Account Agreement. Section 6.18 and Article 7 of the
Credit Agreement are amended to replace the reference in Section 6.18 to "May
25, 1999" and the second reference to "May 25, 1999" in paragraph (q) of Article
7 with references to "June 10, 1999".
SECTION 4. Liens on Reserve Account. Section 6.02(e) of the Credit
Agreement is amended in its entirety to read as follows:
"(e) Liens in favor of The Chase Manhattan Bank on the Reserve
Account (as defined in the Blocked Account Agreement);".
SECTION 5. Agreements.
(a) Pursuant to Section 5.11 of the Credit Agreement, the Parent shall
cause Sunbeam Products (i) within 30 days after the acquisition of the
Additional Neosho Property, to execute and deliver to the Administrative Agent a
mortgage, substantially in the form of the Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Fixture Filing With Future Advances and Future
Obligations Governed by Section 443.055 RSMo., dated as of December 9, 1998, as
amended, supplemented or otherwise modified from time to time, from Sunbeam
Products to Xxxxxxx X. Xxxxxxx, as Trustee for the benefit of First Union
National Bank, as Administrative Agent (or an amendment or supplement thereto),
to grant a mortgage on the Additional Neosho Property, together with any
improvements thereon, to the Administrative
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Agent, for the benefit of the Lenders, to secure Sunbeam Products' obligations
under the Subsidiary Guarantee and (ii) within 45 days after the acquisition of
the Additional Neosho Property, (A) to do all other things which may be
necessary or which the Administrative Agent may reasonably request in order to
confer upon and confirm to the Administrative Agent and the Lenders the benefit
of such mortgage and (B) to deliver all such legal opinions, certificates,
evidences of corporate action, title policies or other documents as the
Administrative Agent may reasonably request, all in form and substance
satisfactory to the Administrative Agent.
(b) In furtherance of the provisions of the Omnibus Amendment and
Supplement to Collateral Documents, to be dated as of the Coleman Merger
Effective Date, among each of the Obligors, the additional grantors thereunder
and the Administrative Agent, the Lenders hereby confirm that neither the Parent
nor any Obligor shall be required to pledge pursuant to the applicable Pledge
and Security Agreements (i) the capital stock, membership or limited liability
company interests or other equity interests issued by any Foreign Subsidiary or
any Foreign Holding Company, if the aggregate portion of capital stock,
membership or limited liability company interests or other equity interests of
such Foreign Subsidiary or Foreign Holding Company that is pledged to the
Administrative Agent under the Loan Documents would exceed 66% of the
outstanding capital stock, membership or limited liability company interests or
other equity interests of such Foreign Subsidiary or Foreign Holding Company and
(ii) any notes or instruments evidencing any Indebtedness owed to any Obligor
by, or any Investment made by any Obligor in, a Foreign Holding Company or a
Foreign Subsidiary.
For purposes of this paragraph (b), the term "Foreign Subsidiary" shall
mean any subsidiary organized under the laws of any jurisdiction outside the
United States and the term "Foreign Holding Company" shall mean any subsidiary
whose sole assets (exclusive of assets consisting of advances or loans to the
Parent or any of its subsidiaries and assets with an aggregate book value not
exceeding $1,000,000) consist primarily of capital stock, membership or limited
liability interests or other equity interests of one or more Foreign
Subsidiaries or other Foreign Holding Companies.
SECTION 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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 8. 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 9. Effectiveness. This Amendment shall become effective upon
receipt by the Administrative Agent from each of the Parent, the Subsidiary
Borrower and the Required
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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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SUNBEAM CORPORATION
By
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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
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Name:
Title:
