AMENDMENT NO. 7 TO CREDIT AGREEMENT
AMENDMENT NO. 7 AND AGREEMENT (this "Amendment"), dated as of
October 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, Amendment No. 5 dated as of April 15, 1999 and
Amendment No. 6 dated as of May 25, 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, pursuant to paragraph (p)(i) of Article 7 of the
Credit Agreement, an Event of Default shall occur if the S-4 Registration
Statement is not declared effective by the SEC on or before October 30, 1999;
WHEREAS, in accordance with the procedures set forth in
Section 68 of Amendment No. 5, Third Waiver and Agreement, dated as of April 15,
1999 ("Amendment No. 5"), to and under the Credit Agreement, the Parent and
Coleman have advised the Administrative Agent and the Lenders that they do not
expect the S-4 Registration Statement to be declared effective by the SEC on or
before October 30, 1999;
WHEREAS, the Parent has requested that the Administrative
Agent and the Lenders agree to amend paragraph (p)(i) of Article 7 of the Credit
Agreement to extend the date by which the S-4 Registration Statement is required
to be declared effective by the SEC; and
WHEREAS, the Administrative Agent and the Lenders are willing
to agree to such amendment, 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 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. Events of Default. Article 7 of the Credit
Agreement is amended to replace the date "October 30, 1999" in paragraph (p)(i)
of such Article with the date "November 30, 1999".
SECTION 3. Agreement. Section 68 of Amendment No. 5 is hereby
incorporated by reference as if fully set forth herein, provided that (a) all
references to "October 30, 1999" contained in such Section as incorporated
herein shall be deemed to be references to "November 30, 1999" and (b) the
reference to "September 30, 1999" contained in such Section as incorporated
herein shall be deemed to be a reference to "November 15, 1999".
SECTION 4. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 5. 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 6. 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 7. 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.
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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
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Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
individually and as Syndication Agent
By
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Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, individually and
as Documentation Agent
By
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Name:
Title:
FIRST UNION NATIONAL BANK,
individually and as Administrative Agent
By
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Name:
Title:
