EXECUTION COPY
AMENDMENT NO. 2
This AMENDMENT NO. 2 (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 (as defined below) party hereto and Credit Suisse,
as agent for the Lenders (the "Agent").
WHEREAS, the Borrowers, certain lenders (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 Required Lenders party hereto and the Agent are willing, to amend the
Agreement, on the terms and conditions of this Amendment.
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. AMENDMENT TO SECTION 8.07. Subject to the satisfaction
of the conditions to effectiveness specified in Section 5 hereof, Paragraph (e)
of Section 8.07 of the Agreement shall be amended (a) to delete clause (iii) of
the proviso thereto and (b) to renumber clauses (iv) and (v) of the proviso
thereto as clauses (iii) and (iv), respectively.
SECTION 2. 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 3. 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 and (c) 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 4. 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 5. 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 the following documents (each
document to be received by the Agent shall be in form and substance
satisfactory to the Agent):
(i) a copy of this Amendment, duly executed by the Borrowers,
the Agent and Required 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)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;
(c) Amendment No. 1 to the Agreement shall have become
effective.
Upon such effectiveness, the Agent shall promptly notify the Company and each of
the Lenders of such effectiveness.
SECTION 6. 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 7. BINDING EFFECT. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
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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 Johner
---------------------------------
Name: Juerg Johner
Title: Associate
By: /s/ Michael C. Mast
---------------------------------
Name: Michael C. Mast
Title: Member of Senior Management
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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/ Jolie Eisner
---------------------------------
Name: Jolie Eisner, Managing Director
Title: Attorney-In-Fact
BANK OF AMERICA ILLINOIS, 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
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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 & Manager
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ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A., as a Lender
By: /s/ William J. DeAngelo Ettore Viazzo
---------------------------------
Name: William J. DeAngelo Ettore Viazzo
Title: First V.P. V.P.
THE NIPPON CREDIT BANK, LTD., as a
Lender
By: /s/ Yoshihide Watanabe
---------------------------------
Name: Yoshihide Watanabe
Title: Vice President & 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, as a Lender
By: /s/ Cary Moore Patricia Samson
---------------------------------
Name: Cary Moore Patricia Samson
Title: Vice President Credit Officer
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR, as a Lender
By: /s/ Timothy Daileader William Maier
---------------------------------
Name: Timothy Daileader/William Maier
Title: AVP VP - Grp Mngr
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THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH, as a Lender
By: /s/ Yoshinori Kawamura
---------------------------------
Name: Yoshinori Kawamura
Title: Joint General Manager
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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
--------------------------------
Name: Larry E. Sanford
Title: Vice President and Secretary
EASTPAK CORPORATION
EASTPAK MANUFACTURING CORPORATION
By: /s/ Larry E. Sanford
--------------------------------
Name: Larry E. Sanford
Title: Executive Vice President-Law,
Administration & Development and
Secretary
TAYMAR INC.
By: /s/ Larry E. Sanford
--------------------------------
Name: Larry E. Sanford
Title: President
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