AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (this "Amendment") to the Credit Agreement (as
defined below) is entered into as of April 30, 1996 by and among The Coleman
Company, Inc. (the "Company"), certain foreign subsidiaries of the Company party
thereto (each a "Foreign Borrower" and, collectively, together with the Company,
the "Borrowers"), the Lenders party thereto (the "Lenders") and Credit Suisse,
as agent for the Lenders (the "Agent").
WHEREAS, the Borrowers, the Lenders and the Agent are party to the
Amended and Restated Credit Agreement dated as of August 3, 1995 (as amended,
supplemented or otherwise modified from time to time, the "Agreement";
capitalized terms used but not defined herein shall have their respective
meanings specified in the Agreement); and
WHEREAS, the Borrowers have requested that the Lenders and the Agent
agree, and the Lenders and the Agent are willing, to amend the Agreement, on the
terms and conditions of this Amendment, in order to, among other things,
(i) provide for a term loan facility in French Francs for the use of the Company
in an aggregate principal Equivalent Alternative Currency Amount, with respect
to the date of borrowing thereof, of $75,000,000, (ii) reduce the Revolving
Credit Facility to an aggregate principal amount of $275,000,000, and
(iii) increase the Multicurrency Facility, a subfacility of the Revolving Credit
Facility, to an aggregate principal amount of $75,000,000.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. AMENDMENTS. Subject to the satisfaction of the
conditions to effectiveness specified in Section 5 hereof, the Agreement shall
be amended as follows:
(a) Section 1.01 (DEFINITIONS) shall be amended by:
(i) inserting the following definitions in their respective
appropriate alphabetic location:
"'ADG' means Application des Gaz SA, a company formed under the
laws of France."
"'ADG ACQUISITION' means the acquisition by the Company or any of
its Wholly-Owned Subsidiaries (without giving effect to the proviso in
the definition thereof) of more than 50% of the Voting Power of the
issued and outstanding capital stock, and 59.9% or more of the
interest in the capital or profits, of ADG."
"'ADG EXCESS' means, at any time after the ADG Acquisition, the
amount by which the Debt of ADG permitted
pursuant to Section 5.02(b)(iii)(M) exceeds $40,000,000 at such time."
"'AGENT'S FRENCH FRANC ACCOUNT' means the account of the Agent
maintained by the Agent at the location specified in writing from time
to time by the Agent to the Company."
"'AMENDMENT NO. 1' means Amendment No. 1, dated as of April 30,
1996, to this Agreement."
"'AMENDMENT NO. 1 EFFECTIVE DATE' means the date that the
conditions precedent to the effectiveness of Amendment No. 1 set forth
therein shall have been satisfied."
"'BAFIGES' means Bafiges S.A., a company formed under the laws of
France and an indirect Wholly-Owned Subsidiary of the Company."
"'COMPANY'S FRENCH FRANC ACCOUNT' means the account of the
Company maintained by the Company with Credit Suisse at its office in
Paris, France."
"'FRENCH FRANCS' or 'FFR' means francs in lawful currency of the
Republic of France."
"'MATURITY DATE' means April 30, 2001 (or, if such date is not a
Business Day, the next succeeding Business Day), or such earlier date
pursuant to Section 6.01."
"'NOTICE OF TERM LOAN BORROWING' has the meaning specified in
Section 2.03(a)(ii)."
"'ORAS' means OBLIGATIONS REMBOURSABLE EN ACTIONS issued from
time to time by Bafiges denominated in French Francs in an aggregate
principal amount not to exceed FFr450,000,000 in connection with the
acquisition by Bafiges or any Wholly-Owned Subsidiary of Bafiges of
not less than a majority of the issued and outstanding capital stock
of ADG; PROVIDED that (i) any such ORA shall be purchased and held at
all times by the Company or any Wholly-Owned Subsidiary of the Company
(other than any Foreign Subsidiary), (ii) Bafiges shall, at all times
when any ORA has been issued and is outstanding, (x) be a Wholly-Owned
Subsidiary (without giving effect to the proviso in the definition
thereof) of the Company and (y) own no assets other than capital stock
of ADG or any Wholly-Owned Subsidiary of the Company and cash
necessary to fund activities necessary and incidental thereto and
(iii) substantially final drafts of the documentation governing any
such ORA shall have been furnished to the Agent and the Lenders at
least 5 Business Days prior to the issuance thereof."
2
"'SURPLUS PROCEEDS' means, as of any date, Net Cash Proceeds
related to the issuance on or prior to such date of Additional Long-
Term Notes in aggregate principal amount in excess of $160,000,000."
"'TERM LOAN BORROWING' means a borrowing consisting of Term Loans
of the same Type made by the Lenders on the same day."
"'TERM LOAN COMMITMENT' has the meaning specified in
Section 2.01."
(ii) amending the definition of "Additional Long-Term Notes"
by (A) inserting the words "from time to time" immediately prior to
the words "after September 1, 1995" (B) deleting the number
"$150,000,000" therein and substituting "$260,000,000" therefor,
(C) deleting in clause (c) thereof the words "the date that is one
year after the Termination Date" and substituting therefor "April 30,
2002, (D) inserting the words "(PROVIDED, HOWEVER, that Additional
Long-Term Notes may require mandatory prepayments to be made
(X) during the year immediately preceding April 30, 2001 in an
aggregate amount not to exceed $14,000,000 and (Y) during the year
immediately following April 30, 2001 in an aggregate amount not to
exceed $14,000,000)" immediately following the words "the Termination
Date" in clause (c) thereof and (E) deleting the words "the net
proceeds" immediately following the subsection reference "(iii)"
therein and substituting the words "the Surplus Proceeds" therefor;
(iii) amending the definition of "Affiliate" by inserting the
words "; PROVIDED, HOWEVER, that Butagaz S.A. shall not be deemed to
be an Affiliate of the Company or any of its Subsidiaries solely by
reason of the ownership by Butagaz S.A. of any shares of capital stock
of ADG owned by Butagaz S.A. prior to the ADG Acquisition or any other
shares of ADG that represent in the aggregate no more than 5% of the
Voting Power of the capital stock of ADG but do not represent an
interest in the capital or profits of ADG" immediately prior to the
final period in the final sentence thereof;
(iv) deleting the definition of "Alternative Currency" in its
entirety and substituting the following therefor:
"'ALTERNATIVE CURRENCY' means, in the case of a Revolving Credit
Loan, any General Alternative Currency or any Specified Alternative
Currency or, with respect to a Term Loan, French Francs."
(v) deleting the definition of "Applicable Currency" in its
entirety and substituting the following therefor:
"'APPLICABLE CURRENCY' means Dollars, any Alternative Currency
selected by a Borrower pursuant to Section 2.02(b) or, with respect to
Term Loans, French Francs."
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(vi) amending the definition of "Applicable Margin" by
(A) deleting the first table thereof in its entirety and substituting
the following therefor:
TOTAL APPLICABLE
DEBT TO LIBOR
EBITDA RATIO LOAN MARGIN
------------ -----------
Below 2.00 0.25%
At or above 2.00, but
below 2.50 0.325%
At or above 2.50, but
below 2.75 0.425%
At or above 2.75, but
below 3.25 0.50%
At or above 3.25, but
below 3.50 0.575%
At or above 3.50, but
below 3.75 0.80%
At or above 3.75 0.925%
and (B) deleting the second table thereof in its entirety and
substituting the following therefor:
APPLICABLE
TOTAL LIBOR
DEBT TO LOAN MARGIN FOR
EBITDA RATIO LOCAL LOANS
------------ -----------
Below 2.00 0.35%
At or above 2.00, but
below 2.50 0.425%
At or above 2.50, but
below 2.75 0.525%
At or above 2.75, but
below 3.25 0.60%
At or above 3.25, but
below 3.50 0.675%
At or above 3.50, but
below 3.75 0.90%
At or above 3.75 1.025%
(vii) amending the definition of "Borrowing" by inserting the
words "a Term Loan Borrowing," immediately following the word "means";
4
(viii) amending the definition of "Business Day" by
(x) inserting the words "or the Agent's French Franc Account"
immediately following the words "Agent's Multicurrency Account" and
(y) inserting the words "or a Term Loan" immediately following the
words "Multicurrency Loan";
(ix) amending the definition of "Debt" by (X) inserting the
words "and Section 5.01(k)" immediately following to the words "the
Facility Fee" in clause (x) of the proviso thereof, (Y) deleting
clause (y) in the proviso thereof in its entirety and (Z) relettering
clause (z) of the proviso thereof as clause (y);
(x) amending the definition of "Excess Multicurrency
Allotment" by deleting the number "110%" therefrom and substituting
the number "16/15" therefor;
(xi) deleting the definition of "Facility Share" in its
entirety and substituting the following therefor:
"'FACILITY SHARE' means, as at any date, as to any Lender, the
sum of the Equivalent Dollar Amount of the outstanding principal
amount of such Lender's Term Loan and its Revolving Credit Commitment
in effect from time to time (or, after termination of the Revolving
Credit Commitments, its outstanding principal amount of Revolving
Credit Loans), expressed as a percentage of the sum of the Equivalent
Dollar Amount of the aggregate principal amount of Term Loans then
outstanding and the then-effective Revolving Credit Facility (or,
after termination of the Revolving Credit Facility, the aggregate
principal amount of Revolving Credit Loans outstanding)."
(xii) amending the definition of "Interest Coverage Ratio" by
(x) deleting the words "LESS capital expenditures made by the Company
or any of its Subsidiaries for continuing operations made during such
period" and (y) deleting the proviso thereto;
(xiii) amending the definition of "Interest Period" by deleting
clause (a) thereof in its entirety and substituting the following
therefor:
"(a) the applicable Borrower may not select any Interest
Period that (i) with respect to any Revolving Credit Loan, ends after
the Termination Date or (ii) with respect to any Term Loan, ends after
the Maturity Date;"
(xiv) amending the definition of "LIBOR Reserve Percentage" by
(x) inserting the words "or any Term Loan" immediately after the words
"Multicurrency Loan" and (y) inserting the words "or any Lender,
respectively" immediately after the words "Multicurrency Lender";
5
(xv) amending the definition of "Multicurrency Facility" by
deleting the number "$50,000,000" therein and substituting
"$75,000,000" therefor;
(xvi) amending the definition of "Net Cash Proceeds" by
inserting the words "or any issuance and sale by any Person of any
shares of capital stock, or options, warrants or any other rights to
subscribe for or otherwise to acquire capital stock, of such Person,
or any incurrence of Debt by any Person," immediately prior to the
words "the amount of cash received" in the second line thereof;
(xvii) amending the definition of "Notice of Borrowing" by
inserting the words ", a Notice of Term Loan Borrowing" immediately
prior to the words "a Notice of Swingline Borrowing";
(xviii) deleting the definition of "Required Lenders" in its
entirety and substituting the following therefor:
"'REQUIRED LENDERS' means, at any time, Lenders (other than
Affiliates of the Company) holding an Equivalent Dollar Amount of Term
Loans and having aggregate Revolving Credit Commitments (or, after
termination of the Revolving Credit Commitments, having an outstanding
principal amount of Revolving Credit Loans, after giving effect to
Section 2.14) in excess of 50% of the sum of (a) the Equivalent Dollar
Amount of the aggregate principal amount of Term Loans then
outstanding PLUS (b) the then-effective Revolving Credit Facility (or,
after termination of the Revolving Credit Facility, the aggregate
principal amount of Revolving Credit Loans outstanding, after giving
effect to Section 2.14) (in each case excluding Term Loans and
Revolving Credit Loans held by, and Revolving Credit Commitments of,
Lenders that are Affiliates of the Company)."
(xix) amending the definition of "Revolving Credit Facility" by
deleting the number "$300,000,000" therein and substituting
"$275,000,000" therefor;
(xx) amending the definition of "Subsidiary" by deleting the
words "directly or indirectly" therefrom;
(xxi) deleting the definition of "Term Loan" in its entirety
and substituting the following therefor:
"'TERM LOAN' means, with respect to each Lender that is signatory
hereto, the advance made by such Lender pursuant to Section 2.01, or,
if such Lender has entered into one or more Assignments and
Acceptances, and with respect to each other Lender, the amount set
forth for such Lender in the Register maintained by the Agent pursuant
to Section 8.07(c) as such Lender's "Term Loan", as the same may be
reduced pursuant to Section 2.09 hereof."
6
(xxii) deleting the definition of "Termination Date" in its
entirety and substituting the following therefor:
"'TERMINATION DATE' means April 30, 2001 (or, if such date is not
a Business Day, the next succeeding Business Day) or the earlier date
of termination in whole of the Revolving Credit Commitments of all the
Lenders pursuant to Section 2.06 or 6.01."
(xxiii) deleting the definition of "Wholly-Owned Subsidiary" in
its entirety and substituting the following therefor:
"'WHOLLY-OWNED SUBSIDIARY' of any Person means a Subsidiary with
respect to which all of the shares of stock entitled, under ordinary
circumstances, to vote for the election of directors or other managers
of such Subsidiary (other than directors' qualifying shares) are owned
by such Person, by such Person and one or more of its Wholly-Owned
Subsidiaries, or by one or more of such Person's Wholly-Owned
Subsidiaries; PROVIDED, HOWEVER, that, at such time as 80% or more of
the interest in the capital or profits of ADG is owned by the Company
or any of its Wholly-Owned Subsidiaries, ADG and its Wholly-Owned
Subsidiaries shall be deemed to be Wholly-Owned Subsidiaries of the
Company."
(b) Section 2.01 (TERM LOANS) shall be amended by being deleted
in its entirety and by substituting the following therefor:
"SECTION 2.01. TERM LOANS. Each Lender severally agrees, upon
the terms and subject to the conditions hereinafter set forth, to make
a single advance in French Francs to the Company on the Amendment
No. 1 Effective Date, in an amount not to exceed the amount set forth
opposite such Lender's name on Schedule I hereto under the caption
"French Franc Term Loans" (such Lender's "Term Loan Commitment").
Amounts of Term Loans repaid or prepaid from time to time may not be
reborrowed."
(c) Section 2.02 (THE REVOLVING CREDIT FACILITY) shall be
amended by deleting from paragraph (c) thereof the number "$10,000,000" and
substituting "$15,000,000" therefor.
(d) Section 2.03 (MAKING OF THE WORKING CAPITAL LOANS,
MULTICURRENCY LOANS AND SWING LINE LOANS) shall be amended by:
(i) deleting the heading thereof and substituting the words
"SECTION 2.03. MAKING OF LOANS." therefor;
(ii) deleting paragraph (a) thereof in its entirety and by
substituting the following therefor:
"(a) NOTICE OF TERM LOAN BORROWING OR WORKING CAPITAL
BORROWING. (i) Except as otherwise provided in this
Section 2.03(a)(i) or in Section 2.03(c), each Term Loan Borrowing or
Working Capital Borrowing shall be made on notice, given not
7
later than 12:00 noon (New York City time), (A) in the case of a
Borrowing comprised of Base Rate Loans, on the Business Day of the
proposed Borrowing, (B) in the case of a Borrowing (other than a Term
Loan Borrowing) comprised of LIBOR Loans, on the third Business Day
prior to the date of the proposed Borrowing, and (C) in the case of a
Term Loan Borrowing, on the fourth Business Day prior to the date of
the proposed Borrowing, in either case, by the Company to the Agent,
which shall give to each Lender prompt notice thereof by telex,
telecopier or cable.
(ii) Each notice of a Term Loan Borrowing (a "Notice of Term
Loan Borrowing") or Working Capital Borrowing (a "Notice of Working
Capital Borrowing") shall be by telefacsimile or delivered by hand, in
substantially the form of Exhibit A-2 hereto, specifying therein the
requested (A) date of such Borrowing, (B) Type of Loans comprising
such Borrowing, (C) aggregate amount of such Borrowing, and, (D) in
the case of a Borrowing comprised of LIBOR Loans, initial Interest
Period for such Borrowing. In the case of a proposed Borrowing
comprised of LIBOR Loans, the Agent shall promptly notify each Lender
of the applicable interest rate under Section 2.08(b). Each Lender
shall, before 1:00 p.m. (local time at the location of the Agent's
Dollar Account or the Agent's French Franc Account, as applicable) on
the date of such Borrowing, make available to the Agent at the Agent's
Dollar Account, in the case of a Working Capital Borrowing, or the
Agent's French Franc Account, in the case of a Term Loan Borrowing, in
same day funds, such Lender's ratable portion of such Borrowing.
After the Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Agent will make
such funds available to the Company by crediting the Company's Dollar
Account, in the case of a Working Capital Borrowing, or the Company's
French Franc Account, in the case of a Term Loan Borrowing; PROVIDED,
HOWEVER, that in the case of any Working Capital Borrowing, the Agent
shall first make a portion of such funds, in an amount equal to the
lesser of (x) the aggregate amount of the Swing Line Loans outstanding
on the date of such Working Capital Borrowing or (y) the amount of
such Working Capital Borrowing, available to the Swing Line Bank for
repayment of such Swing Line Loans."
(iii) deleting the number "12:00 noon" in the second line of
paragraph (c) thereof and substituting the number "2:00 p.m."
therefor.
(iv) deleting the words "Agent's Account" in the seventh line
of paragraph (c) thereof and substituting the words "Agent's Dollar
Account" therefor.
(e) Section 2.04 (ISSUANCE OF AND OTHER PROVISIONS IN REGARD
TO LETTERS OF CREDIT) shall be amended by deleting the words "Agent's
Account" from clause (ii) of paragraph (b) thereof and substituting the
words "Agent's Dollar Account" therefor.
8
(f) Section 2.05 (FEES) of the Agreement shall be amended by
(i) inserting the words "and on each Lender's Term Loans from
the Amendment No. 1 Effective Date" immediately following the words
"from July 1, 1995" in paragraph (a) thereof;
(ii) inserting the words ", with respect to the Revolving
Credit Facility, and until the Maturity Date, with respect to the Term
Loans," immediately preceding the words "at the rate of 0.375%" in
paragraph (a) thereof;
(iii) inserting the words "and the Maturity Date" immediately
preceding the proviso in paragraph (a) thereof;
(iv) deleting the table in the proviso in paragraph (a)
thereof in its entirety and substituting the following therefor:
Total Debt to
EBITDA Ratio Applicable Rate
------------ ---------------
Below 2.00 0.15%
At or above 2.00, but
below 2.50 0.175%
At or above 2.50, but
below 2.75 0.20%
At or above 2.75, but
below 3.25 0.25%
At or above 3.25, but
below 3.50 0.30%
At or above 3.50 0.325%
; and
(v) deleting the words "Agent's Account" therefrom and
substituting the words "Agent's Dollar Account" therefor in
paragraph (c) thereof.
(g) Section 2.07 (REPAYMENT) shall be amended by deleting
paragraph (a) thereof in its entirety and by substituting the following
therefor:
"(a) TERM LOANS. The Company shall repay to the Agent, for
the account of the Lenders, the aggregate outstanding principal amount
of the Term Loans, together with all accrued and unpaid interest
thereon, on the Maturity Date."
(h) Sections 2.09 (PREPAYMENT) shall be amended by:
(i) deleting from paragraph (a) thereof the words "(or at
least one Business Day's notice for Base Rate Loans and same Business
Day's notice for Swing Line Loans)" and substituting the words "(or
same
9
Business Day's notice by 12:00 p.m. for Base Rate Loans and same
Business Day's notice by 2:00 p.m. for Swing Line Loans)" therefor.
(ii) deleting paragraphs (b)(i) and (ii) in their entirety and
substituting the following therefor:
"(i) The Company shall on the date of receipt by the Company
or any of its Subsidiaries of the Net Cash Proceeds from the sale,
lease, transfer or other disposition of any assets of the Company or
any of its Subsidiaries (other than sales of assets expressly
permitted by Section 5.02(d)), prepay, or, with respect to
Multicurrency Loans to Foreign Borrowers, cause the prepayment of, an
aggregate principal amount (or the Equivalent Dollar Amount, in the
case of Term Loans and Multicurrency Loans) of the Term Loans and,
after the Term Loans have been repaid in full, of the Revolving Credit
Loans, in each case comprising part of the same Borrowing or
Borrowings, equal to 100% of the amount of such Net Cash Proceeds.
Each such prepayment applied to Revolving Credit Loans shall effect
concomitant reductions in the Revolving Credit Facility and the
Multicurrency Facility (but not in the Letter of Credit Facility or
the Swing Line Facility, PROVIDED that, at no time, shall the Letter
of Credit Facility or the Swing Line Facility exceed the Revolving
Credit Facility); PROVIDED, HOWEVER, that if the Term Loans shall have
been repaid in full and the aggregate commitments under the Revolving
Credit Facility are less than or equal to $125,000,000, such Net Cash
Proceeds shall be applied in accordance with Section 2.09(b)(iii);
PROVIDED further that no such prepayment shall be required from Net
Cash Proceeds resulting from transactions permitted by Section 5.02(d)
that are reinvested in property, plant or equipment of the Company or
any of its Subsidiaries within 270 days after such sale, lease,
transfer or other disposition.
(ii) The Company shall, on the date of receipt of Net Cash
Proceeds by the Company or any of its Subsidiaries from the issuance
and sale by the Company or any of its Subsidiaries of any shares of
capital stock, or options, warrants or any other rights to subscribe
for or otherwise acquire capital stock, of the Company or any of its
Subsidiaries (other than in respect of employee stock options) to any
Person (other than to the Company or any of its Subsidiaries), and, on
the date of receipt of Net Cash Proceeds from the incurrence of any
Debt of the Company or any of its Subsidiaries (other than Debt
permitted pursuant to Section 5.02(b)) and, on the date of receipt of
Surplus Proceeds from the issuance by the
10
Company of any Additional Long-Term Notes, prepay, or, with respect to
Multicurrency Loans to Foreign Borrowers, cause the prepayment of, an
aggregate principal amount (or the Equivalent Dollar Amount, in the
case of Term Loans and Multicurrency Loans) of the Term Loans and,
after the Term Loans have been repaid in full, of the Revolving Credit
Loans, in each case comprising part of the same Borrowing or
Borrowings, equal to 100% of the amount of such Net Cash Proceeds or
Surplus Proceeds, as the case may be. Each such prepayment applied to
Revolving Credit Loans shall effect concomitant reductions in the
Revolving Credit Facility and the Multicurrency Facility (but not in
the Letter of Credit Facility or the Swing Line Facility, PROVIDED
that, at no time, shall the Letter of Credit Facility or the Swing
Line Facility exceed the Revolving Credit Facility); PROVIDED,
HOWEVER, that if the Term Loans shall have been repaid in full and the
aggregate commitments under the Revolving Credit Facility are less
than or equal to $125,000,000, such Net Cash Proceeds or Surplus
Proceeds, as the case may be, shall be applied in accordance with
Section 2.09(b)(iii). The Company shall not be obligated to apply any
proceeds (other than Surplus Proceeds) from the issuance of any
Additional Long-Term Note to the prepayment of any Loan; PROVIDED,
that any prepayment of any Revolving Credit Loan made from such
proceeds (other than Surplus Proceeds) of any Additional Long-Term
Note pursuant to Section 2.09(a) shall not effect any reduction in the
Revolving Credit Facility or the Multicurrency Facility. Each
Borrower of Local Loans in Italian Lire that is domiciled in the
Republic of Italy shall repay such Local Loan on the termination of
any Lire Borrowing Period that is not renewed in accordance with the
terms of this Agreement."
(iii) inserting in paragraph (b)(iii) thereof the words "the
Term Loans shall have been repaid in full and" immediately following
the words "At such time as";
(iv) deleting in clause (B)(I) of paragraph (b)(iv) thereof
the number "110%" therefrom and substituting the number "16/15"
therefor;
(v) deleting in paragraph (b)(v) thereof the number
"$45,000,000" therein and substituting "$55,000,000 minus the ADG
Excess" therefor.
(i) Section 2.10 (CONVERSION OF LOANS, EXCHANGE OF LOANS)
shall be amended by (i) inserting in paragraph (a) thereof the words "Term
Loans and" immediately preceding the words "Working Capital Loans" in each
instance where such words are used, (ii) inserting the words "the
Equivalent Dollar Amount of" immediately preceding the number "$5,000,000
in
11
clause (i) of paragraph (b) thereof, (iii) inserting the words "Term Loans
and" immediately preceding the words "Working Capital Loans" in the title
of such section and in clause (i) of paragraph (b) thereof, and
(iv) inserting the words "Term Loan or" immediately preceding the words
"Working Capital Loan" in each instance where such words are used in
clauses (ii) and (iii) of paragraph (b) thereof.
(j) Section 2.12 (PAYMENTS) shall be amended by deleting the
first sentence of paragraph (a)(i) thereof in its entirety and substituting
the following therefor "Each Borrower shall make each payment hereunder not
later than 1:00 p.m., or 2:00 p.m. with respect to Swing Line Loans (local
time at the location of the Agent's Dollar Account, Agent's Multicurrency
Account or the Agent's French Franc Account, as applicable) on the day when
due in Dollars to the Agent at the Agent's Dollar Account (or, with respect
to Multicurrency Loans, in the applicable Alternative Currency at the
Agent's Multicurrency Account for the Alternative Currency, or, with
respect to Term Loans, in French Francs at the Agent's French Franc
Account) in same day funds for the account of the Lenders (or, with respect
to Multicurrency Loans, the Multicurrency Lenders)."
(k) Section 2.16 (USE OF PROCEEDS) shall be amended by
deleting the words "Revolving Credit" in paragraph (a) thereof.
(l) Section 2.17 (LOAN ALLOCATION) shall be amended by
(i) inserting the words "(iv) the Term Loan Borrowing shall be requested
from the Lenders PRO RATA according to their Term Loan Commitments",
(ii) renumbering clauses (iv), (v) and (vi) as clauses (v), (vi) and (vii),
respectively, (iii) deleting the word "and" immediately preceding the
number "(vii)" and (iv) inserting the words "and (viii) each prepayment by
the Company of principal of any outstanding Term Loans shall be made for
the account of the Lenders PRO RATA according to their respective Facility
Shares of the Term Loans" immediately prior to the proviso thereof.
(m) Section 3.02 (CONDITIONS PRECEDENT TO EACH BORROWING AND
ISSUANCE) shall be amended by deleting from clause (iv)(A) of paragraph (a)
thereof the number "$45,000,000" therein and substituting "$55,000,000
minus the ADG Excess" therefor.
(n) Section 5.01 (AFFIRMATIVE COVENANTS) shall be amended by:
(i) inserting the words "(except as permitted under
Section 5.02(c) and 5.02(d))" immediately prior to the words "cause
each of its Subsidiaries to preserve and maintain" in paragraph (d)
thereof;
(ii) deleting paragraph (k) thereof in its entirety and
substituting the following therefor:
"(k) MAINTENANCE OF TOTAL DEBT TO EBITDA RATIO. Maintain a
Total Debt to EBITDA Ratio, determined as of the end of each fiscal
quarter of the Company, of not greater than the ratio
12
set forth below opposite the period in which the end of such fiscal
quarter occurs:
PERIOD RATIO
----------------------------------- --------------------
January 1, 1996 to and
including December 31, 1996 3.75
January 1, 1997 to and
including December 31, 1997 3.50
January 1, 1998 and thereafter 3.00
(iii) deleting the table in paragraph (l) thereof in its entirety
and by substituting the following therefor:
PERIOD RATIO
----------------------------------- --------------------
January 1, 1996 to and
including December 31, 1997 3.50
January 1, 1998 and thereafter 4.00
(o) Section 5.02 (NEGATIVE COVENANTS) shall be amended by:
(i) inserting in clause (iv) of paragraph (a) thereof (x) the
words "or any Additional Long-Term Notes" immediately following the
words "Long-Term Notes" in the second line thereof and (y) the words
"or such Additional Long-Term Notes, as the case may be," immediately
following the words "Long-Term Notes" in the fifth line thereof.
(ii) inserting in clause (ii) of paragraph (b) thereof the
words "Term Loans and" immediately preceding the words "the Revolving
Credit Facility".
(iii) (x) inserting in clause (iii)(C) of paragraph (b) thereof
the words ", or between Subsidiaries," immediately following the words
"between the Company and any Subsidiary" and (y) deleting from
clause (iii)(C) of paragraph (b) thereof the number "$30,000,000" and
substituting therefor the number "$50,000,000".
(iv) deleting from clause (iii)(D) of paragraph (b) thereof
the number "$30,000,000" therein and substituting "$40,000,000"
therefor and further amended by deleting the number "$20,000,000"
therein and substituting "$30,000,000" therefor.
(v) deleting from clause (iii)(F) of paragraph (b) thereof
(x) the words "(other than that permitted by Section
5.02(b)(iii)(C)(3))" and substituting therefor the words "(OTHER THAN
THAT PERMITTED BY SECTION 5.02(b)(iii)(C) or (M))", (y) the number
"$45,000,000" therein and substituting "$55,000,000 MINUS THE ADG
EXCESS" therefor and
13
(z) the number "$20,000,000" therein and substituting "$30,000,000"
therefor.
(vi) (x) deleting the word "and" at the end of clause (iii)(K)
of paragraph (b) thereof, (y) deleting the period at the end of
clause (iii)(L) of paragraph (b) thereof and substituting a semicolon
therefor and (z) inserting the following new clause (iii)(M) in
paragraph (b):
"(M) Debt of ADG and any of its Subsidiaries outstanding on
the date of the ADG Acquisition that was not incurred in anticipation
of such acquisition and any refinancings thereof, PROVIDED that the
principal amount of any Debt issued in such refinancing does not
exceed the principal amount of Debt being refinanced thereby."
(vii) inserting in paragraph (c) thereof the words ", except to
the extent permitted by Section 5.02(d) or Section 5.02(e) and"
immediately following the words "or permit any of its Subsidiaries to
do so".
(viii) deleting the word "and" immediately prior to clause (iii)
of paragraph (d) thereof and inserting immediately following the
proviso to such clause (iii) the following words "and (iv) sales of
assets of the Company and its Subsidiaries for cash and for fair
market value in an aggregate amount not to exceed $5,000,000 in any
fiscal year of the Company (the "Base Amount"); PROVIDED that to the
extent that $5,000,000 PLUS any Excess Amount (as hereinafter defined)
exceeds the amount of sales made pursuant to this clause (iv) in any
fiscal year, sales may be made in the next succeeding fiscal year in
the amount of such excess (the "Excess Amount", which shall be zero
for the fiscal year ended immediately preceding the Amendment No. 1
Effective Date) PLUS the Base Amount".
(ix) inserting in clause (i)(A) of paragraph (e) thereof the
words "(PROVIDED, that, no other investments may be made in Loan
Parties that are Foreign Subsidiaries of the Company pursuant to this
clause (i)(A) other than investments in an aggregate amount not in
excess of $5,000,000)" immediately after the words "Subsidiary's
business" therein.
(x) deleting from clause (i)(B)(II) of paragraph (e) thereof
the number "$200,000,000" therein and substituting "$400,000,000"
therefor.
(xi) inserting immediately prior to the final period of
paragraph (e) thereof the words "or (iii) the Company or any Wholly-
Owned Subsidiary of the Company from contributing to Bafiges funds
required to purchase the capital stock of ADG, or (iv) the Company or
any Wholly-Owned Subsidiary of the Company from making contributions
to Bafiges in an aggregate amount not in excess of FFr36,000,000 in
any fiscal year or (v) any Subsidiary that is not a Loan Party from
making investments in the Company or any
14
Subsidiary; PROVIDED that Bafiges may not make investments that would
otherwise be permitted hereunder in an aggregate amount in excess of
FFr3,000,000 per fiscal year ended after the Amendment No. 1 Effective
Date PLUS the amount of dividends or distributions made in cash to
Bafiges, as a stockholder, by ADG MINUS the amount of capital
contributions to or other investments in ADG previously made by
Bafiges under this clause (v)."
(xii) inserting in paragraph (g) thereof the words ", and
except that ADG may issue to Butagaz S.A. an aggregate number of
shares of ADG that represents no more than 5% of the Voting Power of
the capital stock of ADG but does not represent an interest in the
capital or profits of ADG" immediately preceding the final period
thereof.
(xiii) inserting the following as a new paragraph (p) thereof:
"(p) ISSUANCE OF ORAS. Issue, or permit any Subsidiary to
issue, any OBLIGATIONS REMBOURSABLE EN ACTIONS; PROVIDED that Bafiges
may issue ORAs in accordance with the definition thereof
notwithstanding Section 5.02(b), 5.02(e) and the immediately preceding
clause of this Section 5.02(p); PROVIDED, FURTHER, that any such
issuance shall not cause a reduction in the amount of any permitted
exception to restrictions contained in this Agreement (other than this
Section 5.02(p)).
(p) Section 8.07 (ASSIGNMENTS AND PARTICIPATIONS) shall be
amended by deleting paragraph (a) thereof in its entirety and substituting
the following therefor:
"(a) Each Lender may assign to one or more banks or other entities all
or, except with respect to any Multicurrency Loan or any Multicurrency
Commitment, a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Term Loan, Working
Capital Loans and Revolving Credit Commitment and all of its Multicurrency
Loans and Multicurrency Commitment), subject to the following:
(i) each such assignment shall be effected contemporaneously
with an assignment to the same bank or other entity of a constant and
not varying percentage of all of the assigning Lender's rights and
obligations under and in respect of all of Loans (except, with respect
to assignments by a Multicurrency Lender, Multicurrency Loans and
Working Capital Loans) and the Loan Documents (including without
limitation, the same percentage of the assigning Lender's Term Loans
and Revolving Credit Commitment and, with respect to assignments by a
Single Currency Lender, Working Capital Loans);
(ii) with respect to any assignment by a Multicurrency Lender,
such Multicurrency Lender may assign a varying percentage of Working
Capital Loans, Multicurrency Loans and its
15
Multicurrency Commitment; PROVIDED, HOWEVER, that, in an assignment of
its Multicurrency Commitment and Multicurrency Loans, a Multicurrency
Lender may assign only all of its Multicurrency Loans and its entire
Multicurrency Share of the Excess Multicurrency Allotment; PROVIDED,
FURTHER, that, each Multicurrency Lender shall assign a constant and
non-varying percentage of the assigning Multicurrency Lender's Term
Loans and Revolving Credit Commitment; PROVIDED, FURTHER, that any
designation of any portion of any Multicurrency Lender's Multicurrency
Commitment as a Specified Currency Commitment with respect to any
Specified Alternative Currency shall be maintained as such after any
assignment);
(iii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender, the aggregate
amount of the Term Loan and Revolving Credit Commitment of the
assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than the lesser
of (A) the entire Term Loan and Revolving Credit Commitment of such
Lender at such time or (B) $5,000,000 (PROVIDED, HOWEVER, that if the
amount of such assignment is less than the entire amount of the
Commitment of the assigning Lender, the amount retained by the
assigning Lender must be at least $5,000,000);
(iv) each such assignment shall be to an Eligible Assignee and
(v) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with a processing and
recordation fee of $3,500.
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective
date shall be at least five Business Days after the delivery thereof to the
Agent or, if so specified in such Assignment and Acceptance, the date of
acceptance thereof by the Agent, (x) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have
been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto, except that such
Lender shall continue to be an "Indemnified Party" under Section 8.04(b))."
16
(q) Schedule I to the Agreement (DOMESTIC AND LIBOR OFFICES
OF LENDERS; TERM LOAN COMMITMENTS; REVOLVING CREDIT COMMITMENTS;
MULTICURRENCY COMMITMENTS) is hereby amended and restated in its entirety
in the form attached hereto as Attachment A.
(r) Schedule 1.01-A to the Agreement (GENERAL ALTERNATIVE
CURRENCIES AND SPECIFIED ALTERNATIVE CURRENCIES) is hereby amended and
restated in its entirety in the form attached hereto as Attachment B.
(s) Exhibit A-1 to the Agreement (FORM OF ASSIGNMENT AND
ACCEPTANCE) is hereby amended and restated in its entirety in the form
attached hereto as Attachment C.
(t) Exhibit A-2 to the Agreement (FORM OF NOTICE OF
BORROWING) is hereby amended and restated in its entirety in the form
attached hereto as Attachment D.
(u) Exhibit A-3 to the Agreement (FORM OF NOTICE OF
MULTICURRENCY BORROWING) is hereby amended by deleting from clause (D)
thereof the number "$45,000,000" and substituting "$55,000,000 minus the
ADG Excess" therefor.
SECTION 2. FACILITY FEE. Notwithstanding anything to the contrary
contained in the Agreement, the Company shall pay the amount of Facility Fee
accrued and unpaid to the Amendment Effective Date on the Amendment Effective
Date, if the Amendment Effective Date is not a date upon which such fees are
otherwise payable. After the Amendment Effective Date, the Company shall pay
the Facility Fee in accordance with the terms of the Agreement; PROVIDED that no
further Facility Fee shall be payable with respect to any period for which a
Facility Fee was paid in accordance with this Section 2.
SECTION 3. TRANSITION PROVISIONS. (a) On the Amendment Effective
Date the Borrowers shall repay the full principal amount of all Loans
outstanding under the Agreement on such date (exclusive of Loans made on such
date), together with all other amounts payable under the Agreement in connection
with such repayment, including, without limitation, interest accrued with
respect to such Loans repaid and costs of the Lenders set forth in Section 2.15
of the Agreement. The Agent shall apply the proceeds of such repayment in
accordance with the Agreement prior to giving effect to this Amendment. With
respect to any Loan that is requested to be made on the Amendment Effective
Date, the Agent shall request such Loans from the Lenders in accordance with the
terms of the Agreement (after giving effect to this Amendment). The Agent will
notify each Lender of the amount of any Loan such Lender shall be required to
make and of the amount of any such repayment that such Lender shall receive on
the Amendment Effective Date. On the Amendment Effective Date each Lender
making a Loan hereunder will transfer to the Agent the amount of its Loan in
accordance with the terms of the Agreement (after giving effect to this
Amendment). Each Letter of Credit outstanding under the Agreement on the
Amendment Effective Date shall remain outstanding as a Letter of Credit in
accordance with the terms thereof and the Agreement on and after the Amendment
Effective Date.
(b) Any delivery of any Notice of Borrowing prior to the Amendment
Effective Date in accordance with the terms of the Agreement (after giving
17
effect to this Amendment) shall be effective upon the occurrence of the
Amendment Effective Date with respect to the obligations of the Lenders under
the Agreement (after giving effect to this Amendment) as if this Amendment were
effective on the date of delivery of such notice.
(c) With respect to any notice of any prepayment of Loans to be made
on the Amendment Effective Date, notwithstanding Section 2.09 of the Agreement
(but subject to such Borrower's other obligations under the Agreement,
including, without limitation, Sections 2.11, 2.13 and 2.15 of the Agreement),
any Borrower may give such irrevocable notice at or prior to 10:00 a.m. on the
Amendment Effective Date.
(d) The amendments herein to the definition of "Applicable Margin"
and to the table in Section 2.05 shall cause, effective upon the Amendment
Effective Date, the Applicable Margin and the Facility Fee to adjust such that
the Applicable Margin and the Facility Fee effective from the Amendment
Effective Date to the immediately following Adjustment Date shall be determined
with reference to the Total Debt to EBITDA Ratio calculated based on the
financial statements most recently delivered pursuant to Section 5.01(n)(iii) or
(iv) of the Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Borrower represents
and warrants as of the date hereof that: (a) this Amendment has been duly
executed and delivered by such Borrower and that this Amendment constitutes such
Borrower's legal, valid and binding obligation, enforceable against such
Borrower in accordance with its terms, (b) no Default has occurred and is
continuing and, (c) the representations and warranties made or deemed to have
been made by such Borrower in Article IV of the Agreement are true and correct
in all material respects on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific earlier date, as of such date). It shall be an Event of Default for
all purposes of the Agreement if any of the representations and warranties made
herein shall be, or shall prove to have been, false or misleading as of the time
made in any material respect.
SECTION 5. CONFIRMATION OF COMPANY GUARANTY. The Company hereby
(a) reaffirms and restates as of the date hereof the obligations of the Company
pursuant to the Company Guaranty, (b) confirms that the Guaranteed Obligations
(as defined in the Company Guaranty) shall include, without limitation, the
Obligations of each Foreign Borrower under the Credit Agreement and each other
Loan Document, as each may be amended hereby, (c) consents to the increase in
the Multicurrency Facility as provided herein and (d) agrees that each reference
to the Credit Agreement or words of similar import in each Loan Document shall
be a reference to the Credit Agreement as amended hereby.
SECTION 6. CONFIRMATION OF LENDER. Each party hereto hereby agrees
that, on the Amendment Effective Date, Banque Francaise du Commerce Exterieur
("BFCE") shall become a Lender under the Amended and Restated Credit Agreement
and agrees that each reference in the Amended and Restated Credit Agreement and
each other Loan Document to a Lender shall thereupon also mean and be a
reference to BFCE. BFCE shall have the rights and the obligations of a Lender
under the Agreement and shall be bound by the provisions thereof, including,
without limitation, Article VII of the Agreement, as if an original signatory
thereto, except as expressly provided herein. The Initial Date with respect to
BFCE shall be the
18
Amendment Effective Date. BFCE hereby appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto.
SECTION 7. NO OTHER CONSENTS, WAIVERS OR AMENDMENTS. Except as
specifically provided in this Amendment, no other consents, waivers or
amendments are made or permitted hereby to the Agreement. All other terms and
conditions of the Agreement remain in full force and effect and apply fully to
this Amendment.
SECTION 8. EFFECTIVENESS. This Amendment shall become effective on
the date (the "Amendment Effective Date") that the following conditions
precedent shall have been satisfied:
(a) The Agent shall have received on or before the Amendment
Effective Date the following documents (each document to be received by the
Agent shall be in form and substance satisfactory to the Agent), each dated
such date (unless otherwise specified):
(i) a copy of this Amendment, duly executed by the Borrowers,
the Agent and the Lenders;
(ii) a copy of the Confirmation of Subsidiary Guaranty that
follows the signature pages hereof, duly executed by each of the
Subsidiaries party to the Subsidiary Guaranty;
(iii) a copy of such executed Assignment and Acceptances, if
any, as are necessary to effect this Amendment, duly executed by each
of the parties thereto;
(iv) a copy of the certificate of incorporation of the Company
and each amendment thereto, certified as of a recent date prior to the
Amendment Effective Date by the Secretary of State of the State of
Delaware as being a true and correct copy thereof;
(v) a copy of a certificate of the Secretary of State of the
State of Delaware, dated as of a recent date prior to the Amendment
Effective Date, listing the certificate of incorporation of the
Company and each amendment thereto on file in his or her office and
certifying that (A) such amendments are the only amendments to the
Company's certificate of incorporation on file in his or her office,
(B) the Company has paid all franchise taxes to the date of such
certificate and (C) the Company is duly incorporated and in good
standing under the laws of the State of Delaware;
(vi) a certificate of each Borrower, signed on behalf of such
Borrower by its President or any Vice President or equivalent officer
and the Secretary or any Assistant Secretary or equivalent officer,
dated the Amendment Effective Date, certifying as to (A) a true and
correct copy of the charter or other appropriate organizational
documents of such Borrower as in effect on the date thereof, (B) a
true and correct copy of the bylaws or other appropriate
organizational documents of such
19
Borrower as in effect on the date thereof, (C) the due incorporation
and good standing of such Borrower as a corporation organized under
the laws of its state or other jurisdiction of incorporation, and the
absence of any proceeding for the dissolution or liquidation of such
Borrower, (D) the truth in all material respects of the
representations and warranties contained in the Loan Documents as
though made on and as of the Amendment Effective Date, (E) the absence
of any event occurring and continuing that constitutes a Default, and
(F) the filing by such Borrower of all Federal, foreign, state and
local tax returns required by law to be filed by such Borrower on or
prior to such date and the timely payment by such Borrower of all
taxes shown thereon to be due;
(vii) a certificate of each Loan Party (other than any
Borrower), signed on behalf of such Loan Party by its President or any
Vice President or equivalent officer and the Secretary or any
Assistant Secretary or equivalent officer, dated the Amendment
Effective Date, certifying as to (A) the absence of any amendment to
the charter or other appropriate organizational documents of such Loan
Party since the Original Closing Date, or, with respect to any Loan
Party that was not a Loan Party on the Original Closing Date, the date
such Loan Party became a Loan Party, (B) the absence of any amendment
to the bylaws or other appropriate organizational documents of such
Loan Party since the Original Closing Date, or, with respect to any
Loan Party that was not a Loan Party on the Original Closing Date, the
date such Loan Party became a Loan Party, (C) the due incorporation
and good standing of such Loan Party as a corporation organized under
the laws of its state or other jurisdiction of incorporation, and the
absence of any proceeding for the dissolution or liquidation of such
Loan Party, (D) the truth in all material respects of the
representations and warranties contained in the Loan Documents as
though made on and as of the Amendment Effective Date, (E) the absence
of any event occurring and continuing that constitutes a Default, and
(F) the filing by such Loan Party of all Federal, foreign, state and
local tax returns required by law to be filed by such Loan Party on or
prior to such date and the timely payment by such Loan Party of all
taxes shown thereon to be due;
(viii) a certificate of the Secretary or any Assistant Secretary
or equivalent officer of each Loan Party dated the Amendment Effective
Date certifying (A) as to the adoption of resolutions by the Board of
Directors of such Loan Party in form attached thereto, and that such
resolutions have not been rescinded, modified or amended and remain in
full force and effect, and (B) the names and true signatures of the
officers of such Loan Party authorized to sign each documents to be
delivered hereunder by such Loan Party;
(ix) favorable opinions of (i) Paul, Weiss, Rifkind, Wharton &
Garrison, counsel for the Company, and (ii) the Senior Vice
President - Legal Affairs of the Company, each as to such matters as
the Agent or any Lender may request;
(x) a Notice of Borrowing by the Company with respect to the
Term Loans in accordance with Section 2.03(a), as amended hereby;
20
(xi) such other approvals, opinions or documents as Required
Lenders or the Agent may reasonably request;
(b) No event has occurred and is continuing that constitutes
a Default under the Agreement on the date hereof or on the Amendment
Effective Date, or after giving effect to the transactions contemplated
hereby, under this Amendment No. 1;
(c) The receipt by the Agent of all fees of the Agent and the
Lenders that are due to the extent such fees have been presented to a
Borrower for payment;
(d) The Company shall have repaid, or shall have caused the
repayment of, an aggregate principal amount of Revolving Credit Loans equal
to the amount, if any, by which the SUM of (A) the aggregate outstanding
principal amount of the Revolving Credit Loans, PLUS (B) any unpaid
Reimbursement Obligations, PLUS (C) the maximum amount then available to be
drawn under outstanding Letters of Credit (assuming compliance with all
conditions to drawing) and (D) the aggregate principal amount of Debt of
Foreign Subsidiaries described in Section 5.02(b)(iii)(F) in excess of
$55,000,000, exceeds the Available Revolving Credit Facility Amount after
giving effect to this Amendment; PROVIDED, that any such repayment may be
effected with the proceeds of the Term Loan Borrowing;
(e) The Amendment Effective Date shall have occurred on or
prior to May 14, 1996.
Upon such effectiveness, the Agent shall promptly notify the Company and each of
the Lenders of such effectiveness.
SECTION 9. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be identical and all of which, when
taken together, shall constitute one and the same instrument, and any of the
parties hereto may execute this Amendment by signing any such counterpart.
SECTION 10. BINDING EFFECT. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
SECTION 11. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
21
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
THE COLEMAN COMPANY, INC., as a Borrower
By: /s/ H. MacGregor Clarke
------------------------------------------
Name: H. MacGregor Clarke
Title: Vice President and Treasurer
COLEMAN JAPAN CO., LTD., as a Borrower
By: /s/ Larry E. Sanford
------------------------------------------
Name: Larry E. Sanford
Title: Director
COLEMAN (DEUTSCHLAND) GmbH, as a Borrower
By: /s/ Larry E. Sanford
------------------------------------------
Name: Larry E. Sanford
Title: Managing Director
CREDIT SUISSE, as Agent and a Lender
By: /s/ Juerg Jomner
------------------------------------------
Name: Juerg Jomner
Title: Associate
By: /s/ Michael C. Mast
------------------------------------------
Name: Michael C. Mast
Title: Member of Senior Management
22
CHEMICAL BANK, as a Lender
By: /s/ Peter C. Eckstein
------------------------------------------
Name: Peter C. Eckstein
Title: Vice President
CITIBANK, N.A., as a Lender
By: /s/ Julie Eisner
------------------------------------------
Name: Julie Eisner, Managing Director
Title: Attorney-In-Fact
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Lender
By: /s/ Donald J. Chin
------------------------------------------
Name: Donald J. Chin
Title: Vice President
THE LONG TERM CREDIT BANK OF JAPAN, LTD., LOS
ANGELES AGENCY, as a Lender
By: /s/ Genichi Imai
------------------------------------------
Name: Genichi Imai
Title: Joint General Manager
NATIONSBANK (CAROLINAS), N.A., as a Lender
By: /s/ S. Lynn Callicott
------------------------------------------
Name: S. Lynn Callicott
Title: Vice President
23
TORONTO DOMINION (TEXAS), INC., as a Lender
By: /s/ Lisa Allison
------------------------------------------
Name: Lisa Allison
Title: Vice President
BANK IV KANSAS, N.A., as a Lender
By: /s/ Michael E. Wegeng
------------------------------------------
Name: Michael E. Wegeng
Title: Senior Vice President
THE YASUDA TRUST & BANKING COMPANY, LIMITED,
CHICAGO BRANCH, as a Lender
By: /s/ Joseph C. Meek
------------------------------------------
Name: Joseph C. Meek
Title: First Vice President and Manager
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By: /s/ Richard D. Hill, Jr.
------------------------------------------
Name: Richard D. Hill, Jr.
Title: Director
THE FUJI BANK LIMITED, as a Lender
By: /s/ Katsunori Nozawa
------------------------------------------
Name: Katsunori Nozawa
Title: Vice President and Manager
24
ISTITUTO BANCARIO SAN PAOLO DI TORINO S.P.A.,
as a Lender
By: /s/ William J. DeAngelo
------------------------------------------
Name: William J. DeAngelo
Title: First Vice President
By: /s/ Ettore Viazzo
------------------------------------------
Name: Ettore Viazzo
Title: Vice President
THE NIPPON CREDIT BANK, LTD., as a Lender
By: /s/ Yoshihide Watanabe
------------------------------------------
Name: Yoshihide Watanabe
Title: Vice President and Manager
THE BANK OF NEW YORK, as a Lender
By: /s/ Robert Louk
------------------------------------------
Name: Robert Louk
Title: Vice President
INDUSTRIAL BANK OF JAPAN, as a Lender
By: /s/ Junri Oda
------------------------------------------
Name: Junri Oda
Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A., as a Lender
By: /s/ Cary Moore
------------------------------------------
Name: Cary Moore
Title: Vice President
By: /s/ Patricia Samson
------------------------------------------
Name: Patricia Samson
Title: Credit Officer
BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
as a Lender
By: /s/ Timothy Daileader
------------------------------------------
Name: Timothy Daileader
Title: Assistant Vice President
By: /s/ William Maier
------------------------------------------
Name: William Maier
Title: Vice President - Group Manager
25
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH,
as a Lender
By: /s/ Yoshinori Kawamura
------------------------------------------
Name: Yoshinori Kawamura
Title: Joint General Manager
26
CONFIRMATION OF SUBSIDIARY GUARANTY
Each of the undersigned (the "Guarantors") hereby (i) approves, ratifies,
confirms and acknowledges the attached Amendment (the "Amendment"; terms defined
therein being used herein as therein defined), (ii) reaffirms and restates as of
the date hereof the obligations of such Guarantor pursuant to the Subsidiary
Guaranty dated as of May 4, 1994 (as supplemented by Supplement No. 1 thereto
dated as of March 9, 1995, by Supplement No. 2 thereto dated as of July 14, 1995
and by Supplement No. 3 thereto dated as of December 21, 1995, the "Subsidiary
Guaranty") by the Guarantors in favor of the Agent and (iii) agrees that each
reference to the Credit Agreement or words of similar import in each Loan
Document to which such Guarantor is party shall be a reference to the Amended
and Restated Credit Agreement, as amended by the Amendment. Each of the
undersigned further represents and warrants to each Lender and the Agent that
(a) this acknowledgment has been duly executed and delivered by such Guarantor
and constitutes such Guarantor's legal, valid and binding obligation,
enforceable in accordance with its terms, and, (b) immediately after giving
effect to the Amended and Restated Credit Agreement, as amended by the
Amendment, (i) no Default has occurred and is continuing and (ii) the
representations and warranties made by such Guarantor in Section 5 of the
Subsidiary Guaranty are true, correct and complete in all material respects as
if made on and as of the date hereof, except that any such representation or
warranty stated to relate to a specific earlier date is true and correct as of
such earlier date. It shall be an Event of Default for all purposes of the
Subsidiary Guaranty and the other Loan Documents if any of the representations
and warranties made herein shall be, or shall prove to have been, false or
misleading as of the time made in any material respect.
Dated: April 30, 1996
GUARANTORS
----------
AUSTRALIAN COLEMAN, INC.
BEACON EXPORTS, INC.
COLEMAN COUNTRY, LTD.
COLEMAN POWERMATE, INC.
COLEMAN POWERMATE COMPRESSORS, INC.
COLEMAN SPAS, INC.
COLEMAN U.K., INC.
COLEMAN VENTURE CAPITAL, INC.
KANSAS ACQUISITION CORP.
NIPPON COLEMAN, INC.
SEATT CORPORATION
SIERRA CORPORATION OF FORT SMITH, INC.
GENERAL ARCHERY INDUSTRIES, INC.
PEARSON HOLDINGS INCORPORATED
WOODCRAFT EQUIPMENT COMPANY
RIVER VIEW CORPORATION OF BARLING, INC.
By: /s/ Larry E. Sanford
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Name: Larry E. Sanford
Title: Vice President and Secretary
EASTPAK CORPORATION
EASTPAK MANUFACTURING CORPORATION
By: /s/ Larry E. Sanford
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Name: Larry E. Sanford
Title: Executive Vice President-Law,
Administration & Development
and Secretary
TAYMAR INC.
By: /s/ Larry E. Sanford
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Name: Larry E. Sanford
Title: President
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