EXHIBIT 10.r
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RECEIVABLES SALE
AND
CONTRIBUTION AGREEMENT
dated as of December 4, 1997
SUNBEAM PRODUCTS, INC.
and
SUNBEAM ASSET DIVERSIFICATION, INC.
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RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this "SALE AGREEMENT"),
dated as of December 4, 1997, by and between
1. Sunbeam Products, Inc., a Delaware corporation (the "PARENT"),
and
2. Sunbeam Asset Diversification, Inc. , a Delaware corporation
("FUNDING").
It is agreed as follows:
Section 1. DEFINITIONS.
Unless otherwise defined herein, all capitalized terms shall have the
meanings set forth in the Receivables Purchase and Servicing Agreement (the
"RECEIVABLES PURCHASE AGREEMENT") dated as of December 4, 1997, by and among
Funding, as Seller, Llama Retail Funding, L.P., as Purchaser, Capital USA,
L.L.C., as Administrative Agent and the Parent, in its individual capacity and
as Servicer.
Section 2. AGREEMENT TO TRANSFER.
(a) The Parent hereby agrees, on each Weekly Settlement Date (as
defined below), to sell, transfer, absolutely assign, set-over, convey and/or
contribute to the capital of Funding, all Receivables of each Designated Obligor
owned by the Parent as of the close of business on the immediately preceding
Weekly Settlement Date. The Parent and Funding shall enter into a certificate of
assignment (the "SALE ASSIGNMENT"), dated as of the date hereof, in the form of
Exhibit A hereto, evidencing such sale, transfer, absolute assignment, set-over,
conveyance and/or contribution of such Receivables by the Parent to Funding.
Each Receivable so sold, transferred, absolutely assigned, conveyed, set-over
and/or contributed to Funding is referred to herein as a "SOLD RECEIVABLE."
(b) On the first Business Day of each week or such other day of the
week as agreed to from time to time by the Parent and Funding (each, a "WEEKLY
SETTLEMENT DATE"), Funding shall pay the Parent in respect of all Sold
Receivables constituting (as of the date such Receivable was transferred to
Funding) Eligible Receivables sold, transferred, absolutely assigned, conveyed
or set-over to Funding during the week immediately preceding such Weekly
Settlement Date an amount (the "Sale Price") equal to the lesser of (i) the cash
received by Funding on such day in respect of its financing of such Eligible
Receivables and (ii) the fair market value of such Eligible Receivables. To the
extent that the Sale Price for such Eligible Receivables is less than the fair
market value thereof, the difference shall be deemed a capital contribution by
the Parent to Funding. The Sale Price shall be payable by Funding in full by
wire transfer on each Weekly Settlement Date to an account designated by the
Parent on or before such Weekly Settlement Date. The fair market value of each
Sold Receivable that, as of the date such Receivable was transferred to Funding,
did not constitute an Eligible Receivable shall be deemed a capital contribution
by the Parent to Funding.
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(c) Upon the sale, transfer, absolute assignment, set-over, conveyance
and/or contribution of the Sold Receivables the ownership of each such
Receivable shall be vested in Funding and the Parent shall not take any action
inconsistent with such ownership and shall not claim any ownership interest in
any such Sold Receivable.
(d) The Parent shall indicate in its Records that ownership of each
Sold Receivable is held by Funding or its assignee. In addition, the Parent
shall respond to any inquiries with respect to ownership of a Sold Receivable by
stating that it is no longer the owner of such Receivable and that ownership of
such Sold Receivable is held by Funding or its assignee.
(e) The Parent shall provide for the direct remittance by each Obligor
of all Collections with respect to each Sold Receivable to the account specified
to it by the Administrative Agent.
(f) Until such time as it is notified that Funding has transferred
ownership of a Sold Receivable or it is otherwise directed by Funding, the
Parent shall conduct the servicing, administration and collection of such Sold
Receivable and shall take, or cause to be taken, all such actions as may be
necessary or advisable to service, administer and collect such Sold Receivable,
from time to time, all in accordance with (i) customary and prudent servicing
procedures for receivables of a similar type, (ii) all applicable laws, rules
and regulations, and (iii) without limitation as to its obligations under the
preceding clauses (i) and (ii), no less a standard of care than that which it
applies to Receivables it services for its own account.
Section 3. REPRESENTATIONS AND WARRANTIES OF THE PARENT.
The Parent, as of each day on which it transfers Receivables, hereby
represents to Funding for the benefit of Funding and each of its successors and
assigns as follows:
(a) The Parent is an entity of the type set forth next to its name in
the first paragraph of this Agreement and is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization and is
duly qualified to do business, is in good standing, in each jurisdiction in
which the nature of its business requires it to be so qualified, has the power
and authority to own and convey all of its properties and to execute and deliver
this Agreement and the Related Documents and to perform the transactions
contemplated hereby and thereby. The Parent has complied in all material
respects with all applicable laws, rules, regulations, and orders with respect
to it, its business and properties, and the performance of its obligations
hereunder and pursuant to the Related Documents.
(b) The Parent is intended to be operated in such a manner that Funding
would not be substantively consolidated in the bankruptcy estate of the Parent
(that is, such that the separate existence of Funding and the Parent would be
disregarded), in the event of a bankruptcy or insolvency of the Parent and in
such regard the specific matters set forth in the representation and warranty of
the Seller in Section 4.1(b) of the Receivables Purchase Agreement regarding the
independent operation of the Parent and the Seller are true and correct in all
respects.
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(c) The execution, delivery and performance by the Parent of this
Agreement, the Related Documents and the transactions contemplated hereby and
thereby (i) have been duly authorized by all necessary corporate or other action
on the part of the Parent, (ii) do not contravene or cause the Parent to be in
default under (A) the Parent's formation, governance or other organizational
documents, any contractual restriction contained in any indenture, loan or
credit agreement, lease, mortgage, security agreement, bond, note, or other
agreement or instrument binding on or affecting the Parent or its property, or
(B) any law, rule, regulation, order, license requirement writ, judgment, award,
injunction, or decree applicable to, binding on or affecting the Seller or its
property or the Parent or its property, and (iii) do not result in or require
the creation of any Adverse Claim upon or with respect to any of the property of
Funding or the Parent (other than in favor of the Purchaser or the Collateral
Agent as contemplated under the Related Documents).
(d) This Agreement and the Related Documents have each been duly
executed and delivered by the Parent and constitute the legal, valid and binding
obligation of the Parent enforceable against the Parent in accordance with its
respective terms.
(e) No consent of, notice to, filing with or permits, qualifications or
other action by any Governmental Authority or any other party is required (i)
for the due execution, delivery and performance by the Parent of this Agreement
or any of the Related Documents, (ii) for the perfection of or the exercise by
each of Funding, the Purchaser, the Administrative Agent or any assignee of the
Purchaser of any of its rights or remedies hereunder or thereunder other than
consents, notices, filings and other actions which have been obtained or made
and complete copies of which have been provided to Funding, the Purchaser or the
Administrative Agent.
(f) There is no pending or threatened, nor any reasonable basis for
any, action, suit or proceeding, against or affecting the Parent, its officers
or directors, or the property of the Parent, in any court or tribunal, before
any arbitrator of any kind or before or by any Governmental Authority (A)
asserting the invalidity of this Agreement or any of the Related Documents, (B)
seeking to prevent the transfer, sale or pledge of any Sold Receivable or the
consummation of any of the transactions contemplated hereby or thereby, (C)
seeking any determination or ruling that might materially and adversely affect
(1) the performance by each of Funding or the Parent of its obligations under
this Agreement or any of the Related Documents, (2) the validity or
enforceability of this Agreement or any of the Related Documents, (3) the Sold
Receivables or the Contracts, or (4) the federal income tax attributes of the
contribution, sale or pledge of the Sold Receivables, or (D) asserting a claim
for payment of money in excess of the Parent Judgment Amount (other than such
judgments or orders in respect of which adequate insurance, after application of
any deductible, is maintained by the Parent for the payment thereof).
(g) The principal place of business and chief executive office of the
Parent are located at the address set forth under its name on the signature page
hereof and there are now no, and during the past four months there have not
been, any other locations where the Parent is located (as that term is used in
the UCC of the jurisdiction where such principal place of business is located)
or keeps Records, except, in each case, as set forth on Schedule 1 hereto. The
legal name of the Parent is as set forth at the beginning of this Agreement and
the Parent has not changed its name in the last six years, and during such
period the Parent did not use, nor does the Parent now use, any
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tradenames, fictitious names, assumed names or "doing business as" names except
as set forth on Schedule 1 hereto.
(h) The Parent is solvent and will not become insolvent after giving
effect to the transactions contemplated by this Agreement and the Related
Documents; the Parent is paying its Debts as they mature; the Parent has not
incurred Debts beyond its ability to pay as they mature; and the Parent, after
giving effect to the transactions contemplated by this Agreement and the Related
Documents, will have an adequate amount of capital to conduct its business in
the foreseeable future.
(i) For federal income tax, reporting and accounting purposes, the
Parent will treat the sale of each Receivable sold, contributed or assigned to
Funding pursuant hereto as a sale or absolute assignment, of its full right,
title and ownership interest in such Receivable to Funding (and those
Receivables contributed to Funding by the Parent pursuant hereto shall be
accounted for as an increase in the stated capital of Funding), and the Parent
has not in any other respect accounted for or treated the transactions
contemplated hereby.
(j) The Parent has complied in all material respects with all
applicable laws, rules, regulations and orders with respect to it, its business
and properties and all Receivables and related Contracts (including without
limitation, the Fair Labor Standards Act) and all restrictions contained in any
indenture, loan or credit agreement, mortgage, security agreement, bond, note or
other agreement or instrument binding on or affecting the Parent or its
property, and has and maintains all permits, licenses, authorizations,
registrations, approvals and consents of Governmental Authorities for (A) the
activities and business of the Parent and each of its Subsidiaries as currently
conducted and as proposed to be conducted, (B) the ownership, use, operation and
maintenance by each of them of its properties, facilities and assets, and (C)
the performance by the Parent and Funding of this Agreement and the Related
Documents.
(k) The Parent has filed on a timely basis all tax returns (federal,
state and local) required to be filed and has paid or made adequate provisions
for the payment of all taxes, assessments and other governmental charges due
from the Parent.
(l) No transaction contemplated by this Agreement requires compliance
with any bulk sales act or similar law.
(m) With respect to the Parent and each of its Subsidiaries, there has
occurred no event which has or is reasonably likely to have a material adverse
effect on the Parent's operations, including its ability to perform its
obligations under this Agreement or the Related Documents as Parent, Servicer or
otherwise.
(n) The consolidated balance sheets of the Parent and its consolidated
Subsidiaries for each of the last two years in the period ending as at the
Balance Sheet Date and the related statements of income and shareholders' equity
of the Parent and its consolidated Subsidiaries for the years then ended,
certified without qualification by independent certified public accountants,
copies of which have been furnished to the Purchaser and Administrative Agent,
fairly present the
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consolidated financial condition, business and operations of the Parent and its
consolidated Subsidiaries as at such date and the consolidated results of the
operations of the Parent and its consolidated Subsidiaries for the period ended
on such date, all in accordance with GAAP, and since the Balance Sheet Date
there has been no material adverse change in any such condition, business or
operations.
(o) Each pension plan or profit sharing plan to which the Parent is a
party has been administered and fully funded in accordance with the obligations
of the Parent under law and as set forth in such plan, and the Parent has
complied with the applicable provisions of ERISA in effect as of each date on
which it transfers Receivables to Funding.
(p) The Parent has valid business reasons for selling or contributing
its interests in the Receivables transferred hereunder rather than obtaining a
loan secured by such Receivables.
(q) All information heretofore or hereafter furnished with respect to
the Parent to any of Funding, the Purchaser or the Administrative Agent in
connection with any transaction contemplated by this Agreement or the Related
Documents, including, without limitation, each Request Notice, is and will be
true and complete in all material respects and does not and will not omit to
state a material fact necessary to make the statements contained herein or
therein not misleading.
It is understood and agreed that the foregoing representations and warranties
shall survive the transfer of the Sold Receivables to Funding and any transfer
by Funding of any Sold Receivable or interest in any Sold Receivable by Funding
to any subsequent purchaser and shall continue so long as any Sold Receivable
shall remain outstanding.
Section 4. BREACH OF REPRESENTATIONS AND WARRANTIES; REPURCHASE OF SOLD
RECEIVABLES.
Upon discovery by the Parent, Funding or (with respect to Sold
Receivables) any subsequent purchaser or its assignee of a breach of any of the
representations and warranties in Section 3 hereof which materially and
adversely affects the value of a Sold Receivable or the interests of Funding or
its assignees therein, the party discovering such breach shall give prompt
written notice of such breach to the other parties. Thereafter, if requested by
notice from Funding or (with respect to Sold Receivables) any subsequent
purchaser, the Parent shall on the next succeeding Weekly Settlement Date
repurchase such Sold Receivable by remitting in the manner specified in such
notice the Outstanding Balance of such Receivable, provided, however, that if
the Parent fails to so remit the Outstanding Balance of such Receivable, Funding
shall offset such amount from any amount from the Sale Price to be paid on such
Weekly Settlement Date and any future Weekly Settlement Date until the entire
amount of such Outstanding Balance has been recovered by Funding. Any such
repurchase shall be made without recourse against, or warranty, express or
implied, of the transferee of such repurchased Receivable. Such transferee shall
execute and deliver such instruments of transfer or assignments as are necessary
to vest ownership of such Receivable in the Parent.
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Section 5. INTENT OF THE PARTIES.
It is the intention of the parties hereto that the purchase and sale of
Receivables from the Parent to Funding be treated for all purposes as a sale of
such Receivables and the proceeds thereof. However, if a court of competent
jurisdiction were to hold that the transaction evidenced hereby is not a
purchase, it is the intention of the parties hereto that this Agreement shall
constitute a security agreement under applicable law, and that the transactions
effected hereby shall be deemed to be secured financings in each case under
applicable law and, to that end, the Parent hereby grants to Funding a first
priority perfected security interest in all of the Parent's right, title and
interest in, to and under the following, whether now existing or hereafter
created: the Receivables and all documents and instruments executed pursuant
thereto, all collections on such Receivables, all other rights relating to and
payments made in respect of this Agreement, and all proceeds of any of the
foregoing.
Section 6. INDEMNIFICATION.
Without limiting any other rights that Funding, its assignee or any
director, officer, employer or agent thereof (each, an "INDEMNIFIED PARTY") may
have hereunder or under applicable law, the Parent hereby agrees to indemnify
each Indemnified Party from and against any and all claims, losses and
liabilities and related costs and expenses, including reasonable attorneys' fees
and disbursements which may be imposed on, incurred by or asserted against an
Indemnified Party in any way arising out of or resulting from this Sale
Agreement or the use by the Parent of the proceeds of any Sale Price or in
respect of any Sold Receivable, any Contract or any fees, costs or expenses
imposed on Funding under the Receivables Purchase Agreement, excluding, however,
(a) Indemnified Amounts to the extent resulting from gross negligence or willful
misconduct on the part of such Indemnified Party or (b) the uncollectability of
any Sold Receivable unrelated to a breach of a representation and warranty set
forth in Section 3 hereof (all of the foregoing being collectively referred to
as "INDEMNIFIED AMOUNTS"). Without limiting or being limited by the foregoing,
the Parent shall pay on demand to each Indemnified Party any and all amounts
necessary to indemnify such Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from:
(i) reliance on any representation or warranty made or
deemed made by the Parent (or any of its officers) under or in
connection with this Sale Agreement (except with respect to a Sold
Receivable, as to which Funding's remedies are set forth in Section 4),
any report or any other information delivered by the Parent pursuant
hereto, which shall have been incorrect in any material respect when
made or deemed made or delivered; or
(ii) the failure by the Parent to comply with any term,
provision or covenant contained in this Sale Agreement, or any
agreement executed in connection with this Sale Agreement or with any
applicable law, rule or regulation with respect to any Sold Receivable
or the related Contract, or the nonconformity of any Sold Receivable or
the related Contract with any such applicable law, rule or regulation.
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The Parent acknowledges that, pursuant to the Receivables Purchase Agreement,
Funding may assign its rights of indemnity granted hereunder to the Purchaser
and its successors and assigns and upon such assignment, the Purchaser and its
successors and assigns shall have all rights of Funding hereunder and may in
turn assign such rights. The Parent agrees that, upon such assignment, the
Purchaser or its successors and assigns may enforce directly, without joinder of
Funding, the indemnities set forth in this Section.
In addition, in order to facilitate the sale of the Receivables, in the
event Funding fails to pay any amounts owing by it pursuant to Section 8.1 or
10.3 of the Receivables Purchase Agreement within 15 days of the date such
amount is due, the Parent agrees to reimburse the Purchaser and its successors
and assigns for such unpaid amounts.
Section 7. NOTICES, ETC.
All notices and other communications provided for hereunder shall,
unless otherwise stated herein, be in writing (including telecommunication and
express mail) and mailed or telecommunicated, or delivered as to each party
hereto, at its address set forth under its name on the signature page hereof or
at such other address as shall be designated by such party in a written notice
to the other parties hereto. All such notices and communications shall not be
effective until received by the party to whom such notice or communication is
addressed.
Section 8. BINDING EFFECT; ASSIGNABILITY; SURVIVAL.
This Sale Agreement shall be binding upon and inure to the benefit of
the Parent and Funding, and their respective successors and permitted assigns.
The Parent may not assign any of its rights and obligations hereunder or any
interest herein without the prior written consent of Funding and acknowledges
that Funding may, and intends to, assign its rights hereunder pursuant to the
Receivables Purchase Agreement. The Parent agrees to reasonably cooperate with
Funding and its assignees to facilitate such assignments. This Sale Agreement
shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until its
termination; PROVIDED, that the rights and remedies with respect to any breach
of any representation and warranty made by the Parent pursuant to Section 3 and
the indemnification and payment provisions of Section 6 shall be continuing and
shall survive any termination of this Sale Agreement.
Section 9. NO PROCEEDINGS.
The Parent hereby agrees that it will not, directly or indirectly,
institute, or cause to be instituted, against Funding any proceeding of the type
referred to in Section 7.1(c) of the Receivables Purchase Agreement so long as
there shall not have elapsed one year plus one day since the Capital Investment
under the Receivables Purchase Agreement has been paid in full in cash.
Section 10. AMENDMENTS; CONSENTS AND WAIVERS; REMEDIES.
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No modification, amendment or waiver of, or with respect to, any
provision of this Sale Agreement, and all other agreements, instruments and
documents delivered pursuant thereto, nor consent to any departure by the Parent
or Funding from any of the terms or conditions thereof shall be effective unless
it shall be in writing and signed by each of the parties hereto, and following
any assignment of the type described in Section 3 or 6, the Purchaser's
assignee. Any waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No consent to or demand by the Parent or
Funding in any case shall, in itself, entitle it to any other consent or further
notice or demand in similar or other circumstances. This Sale Agreement and the
documents referred to herein embody the entire agreement of the Parent and
Funding with respect to the Sold Receivables and supersede all prior agreements
and understandings relating to the subject hereof. No failure on the part of the
Parent or Funding to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any other remedies provided by law.
Section 11. SEVERABILITY.
In case any provision in or obligation under this Sale Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation, shall not in any way be affected or impaired thereby in
any other jurisdiction.
Section 12. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL.
(a) THIS SALE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF NORTH CAROLINA.
(b) THE PARENT AND FUNDING HEREBY SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NORTH CAROLINA AND THE UNITED STATES
DISTRICT COURT LOCATED IN CHARLOTTE, NORTH CAROLINA, AND EACH WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH ON THE
SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE
DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE
PREPAID. THE PARENT AND FUNDING EACH HEREBY WAIVE ANY OBJECTION BASED ON FORUM
NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER
AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE
PARENT OR FUNDING TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
AFFECT EITHER'S
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RIGHT TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.
(c) THE PARENT AND FUNDING EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS
SALE AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A
BENCH TRIAL WITHOUT A JURY.
Section 13. EXECUTION IN COUNTERPARTS.
This Sale Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and both of which when taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the parties have caused this Sale Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
SUNBEAM PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director, Treasury Operations
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
Attn: Treasurer
Telecopier Number: (000) 000-0000
SUNBEAM ASSET DIVERSIFICATION, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President & Treasurer
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn:
Telecopier Number:
EXHIBIT A
To
RECEIVABLES SALE AND
CONTRIBUTION AGREEMENT
SALE ASSIGNMENT, dated as of December 4, 1997, between Sunbeam
Products, Inc. (the "PARENT") and Sunbeam Asset Diversification, Inc.
("FUNDING").
1. We refer to the Receivables Sale and Contribution Agreement, dated
as of December 4, 1997, by and between the Parent and Funding (the "SALE
AGREEMENT"). All provisions of the Sale Agreement are incorporated herein by
reference. All capitalized terms shall have the meanings set forth in the Sale
Agreement.
2. The Parent does hereby sell, transfer, assign, set over, convey
and/or contribute to Funding, without recourse, all right, title and interest of
the Parent in and to all Receivables of each Designated Obligor from time to
time arising and owned by the Parent.
3. The Parent does hereby make the representations and warranties
referred to in Section 3 of the Sale Agreement with respect to each Sold
Receivable with full force and effect as if fully set forth herein.
IN WITNESS WHEREOF, the parties have caused this Sale Assignment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SUNBEAM PRODUCTS, INC.
By:_______________________________
Name:
Title:
SUNBEAM ASSET DIVERSIFICATION, INC.
By:_______________________________
Name:
Title:
ATTACHMENT TO EXHIBIT 10r FILED BY SUNBEAM CORPORATION
The following Exhibit and Schedule are not filed herewith but will be
provided to the Commission upon request.
EXHIBIT A - SALE ASSIGNMENT
SCHEDULE 1 - NAMES AND LOCATION OF RECORDS
