EXHIBIT 10.b
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of May 8, 1998 to the Credit Agreement dated as of
March 30, 1998 (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 parties hereto desire to amend the Credit Agreement to (i)
modify the definitions of Applicable Leverage Ratio and Applicable Rate as set
forth herein, (ii) increase the rates of interest applicable to Eurodollar
Borrowings prior to the first day of the initial Performance Period, (iii)
reduce the initial aggregate amount of the Lenders' Revolving Commitments from
$600,000,000 to $400,000,000, (iv) reduce the initial aggregate amount of the
Lenders' Tranche A Term Commitments from $900,000,000 to $800,000,000 and (v)
modify the negative covenant relating to the maximum Leverage Ratio permitted
during certain periods as set forth herein;
NOW, THEREFORE, 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.
SECTION 2. APPLICABLE LEVERAGE RATIO DEFINITION. The definition of
"APPLICABLE LEVERAGE RATIO" in Section 1.01 of the Credit Agreement is amended
by deleting the proviso set forth therein and replacing it with the following:
"PROVIDED that if the Parent shall not have timely delivered
any such financial statements, and the Required Lenders shall not have
agreed otherwise, the Applicable Leverage Ratio for the portion of such
Performance Period from and including the day on which such financial
statements are required to be delivered to but excluding the day on
which such financial statements are delivered shall be deemed to be
greater than 5.50 to 1."
SECTION 3. APPLICABLE RATE DEFINITION. The definition of "APPLICABLE
RATE" in Section 1.01 of the Credit Agreement is amended in its entirety to read
as follows:
"APPLICABLE RATE means, for any day during any Performance
Period (or portion thereof), with respect to any ABR Loan or Eurodollar
Loan, with respect to any commitment fee payable hereunder, or with
respect to any participation fee related to any Letter of Credit, as
the case may be, the applicable rate per annum set forth below under
the caption "ABR SPREAD", "EURODOLLAR SPREAD", "COMMITMENT FEE RATE" or
"LETTER OF CREDIT FEE RATE", as the case may be, based upon the
Applicable Leverage Ratio for such Performance Period (or portion
thereof):
REVOLVING LOANS AND TRANCHE A TERM LOANS
ABR EURODOLLAR COMMITMENT LETTER OF CREDIT
APPLICABLE LEVERAGE RATIO: SPREAD SPREAD FEE RATE FEE RATE
-------------------------- ------ ------ -------- --------
/greater than/5.50 TO 1 0.750% 2.000% 0.500% 1.750%
/greater than/5.25 TO 1 AND /less than or equal to/5.50 TO 1 0.500% 1.750% 0.500% 1.500%
/greater than/4.75 TO 1 AND /less than or equal to/5.25 TO 1 0.250% 1.500% 0.375% 1.250%
/greater than/4.25 TO 1 AND /less than or equal to/4.75 TO 1 0% 1.250% 0.375% 1.000%
/greater than/3.75 TO 1 AND /less than or equal to/4.25 TO 1 0% 1.125% 0.300% 0.875%
/greater than/3.25 TO 1 AND /less than or equal to/3.75 TO 1 0% 1.000% 0.300% 0.750%
/greater than/2.75 TO 1 AND /less than or equal to/3.25 TO 1 0% 0.750% 0.250% 0.500%
/less than or equal to/2.75 TO 1 0% 0.625% 0.200% 0.500%
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TRANCHE B TERM LOANS
APPLICABLE LEVERAGE RATIO: ABR SPREAD EURODOLLAR SPREAD
-------------------------- ---------- -----------------
/greater than/5.50 TO 1 1.000% 2.250%
/greater than/5.25 TO 1 AND /less than or equal to/ 5.50 TO 1 0.750% 2.000%
/less than or equal to/5.25 TO 1 0.500% 1.750%
The Applicable Rates set forth above shall apply to interest and fees accruing
under the Credit Agreement on and after the date hereof.
SECTION 4. PERFORMANCE PERIOD DEFINITION. The definition of
"PERFORMANCE PERIOD" in Section 1.01 of the Credit Agreement is amended by
changing the date specified therein from "June 30, 1998" to "December 31, 1998".
SECTION 5. REDUCTION IN REVOLVING COMMITMENTS. The definition of
"REVOLVING COMMITMENT" in Section 1.01 of the Credit Agreement is amended by
deleting the last sentence thereof and replacing it with the following:
"The initial aggregate amount of the Lenders' Revolving
Commitments is $400,000,000."
SECTION 6. REDUCTION IN TRANCHE A TERM COMMITMENTS. The definition of
"TRANCHE A TERM COMMITMENT" in Section 1.01 of the Credit Agreement is amended
by deleting the last sentence thereof and replacing it with the following:
"The initial aggregate amount of the Lenders' Tranche A Term
Commitments is $800,000,000."
SECTION 7. MANDATORY REPAYMENT OF LOANS. Section 2.09(a) of the Credit
Agreement is amended in its entirety to read as follows:
"SECTION 2.09. MANDATORY REPAYMENT AND PREPAYMENT OF LOANS AND
REDUCTION OF COMMITMENTS(A) REPAYMENT. Each Borrower hereby
unconditionally promises to pay to the Administrative Agent for the
account of each Lender having Term Loans, on each date set forth below,
an aggregate principal amount of such Loans made to such Borrower so
that the aggregate principal amount of all Loans being repaid by all of
the Borrowers on such date is equal to the amount set forth below for
such
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Class opposite such date (as such amount may be reduced pursuant to
paragraph (b)(iv) below or Section 2.10(c)):
TRANCHE-A-TERM TRANCHE B TERM
DATE LOANS AMOUNT LOANS AMOUNT
---- -------------- --------------
September 30, 1998 $ 0 $ 2,500,000
March 31, 1999 $ 0 $ 2,500,000
September 30, 1999 $ 66,750,000 $ 2,500,000
March 31, 2000 $ 66,750,000 $ 2,500,000
September 30, 2000 $ 66,750,000 $ 2,500,000
March 31, 2001 $ 66,750,000 $ 2,500,000
September 30, 2001 $ 66,750,000 $ 2,500,000
March 31, 2002 $ 66,750,000 $ 2,500,000
September 30, 2002 $ 66,750,000 $ 2,500,000
March 31, 2003 $ 66,750,000 $ 2,500,000
September 30, 2003 $ 66,750,000 $ 2,500,000
March 31, 2004 $ 66,750,000 $ 2,500,000
September 30, 2004 $ 66,750,000 $ 2,500,000
March 31, 2005 $ 65,750,000 $ 2,500,000
September 30, 2005 $ 0 $ 157,500,000
March 31, 2006 $ 0 $ 157,500,000
September 30, 2006 $ 0 $ 150,000,000"
SECTION 8. INCREASE IN INTEREST RATES APPLICABLE TO EURODOLLAR
BORROWINGS. Section 2.12(b) of the Credit Agreement is amended in its entirety
to read as follows:
"(b) The Loans comprising each Eurodollar Borrowing shallbear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus (i) for each day during the period from and including the
Effective Date to but excluding the first day of the initial Performance Period,
the rate of 2.25% per annum (with respect to Revolving Loans and Tranche A Term
Loans) or 2.50% per annum (with respect to Tranche B Term Loans) and (ii)
thereafter, the Applicable Rate."
The increase in Interest Rates set forth above shall apply to interest
accruing under the Credit Agreement on and after the date hereof.
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SECTION 9. LEVERAGE RATIO. Section 6.12 of the Credit Agreement is
amended in its entirety to read as follows:
"SECTION 6.12. LEVERAGE RATIO. At the last day of any fiscal
quarter of the Parent ending during any period set forth below, the
Leverage Ratio will not exceed the ratio set forth below opposite such
period:
PERIOD RATIO
------ -----
Effective Date - September 30, 1998 5.75:1
October 1, 1998 - March 31, 1999 5.50:1
April l, 1999 - September 30, 1999 5.25:1
October 1, 1999 - September 30, 2000 4.00:1
October 1, 2000 - September 30, 2001 3.00:1
On or after October 1, 2001 2.00:1"
SECTION 10. REPRESENTATIONS OF PARENT. The Parent represents and
warrants that (i) the representations and warranties of the Parent set forth in
Article 3 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 11. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 12. 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 13. EFFECTIVENESS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") when the Administrative Agent shall have
received from each of the Parent, the Lenders and the Agents, 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 /S/ XXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
XXXXXX XXXXXXX SENIOR
FUNDING, INC.,
individually and as Syndication Agent
By /S/ XXXXXXX X. XXXX
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Principal
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
individually and as Documentation
Agent
By /S/ XXXXXXX X. XXXXXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
FIRST UNION NATIONAL BANK,
individually and as Administrative
Agent
By /S/ XXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
