AMENDMENT NO. 3
THIS AMENDMENT NO. 3 (this "Amendment") to the Credit Agreement (as
defined below) is entered into as of May 29, 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
"Credit Agreement"; capitalized terms used but not defined herein shall have
their respective meanings specified in the Credit 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 Credit 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. AMENDMENTS TO SECTION 5.02(e) OF THE CREDIT AGREEMENT.
Subject to the satisfaction of the conditions to effectiveness specified in
Section 5 hereof, Section 5.02(e) of the Credit Agreement shall be amended as
follows:
(a) the parenthetical in clause (i)(A) thereof shall be deleted and the
following shall be substituted therefor:
"(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 $10,000,000)"
(b) the following words shall be inserted immediately prior to the
final period thereof:
"or (vi) THE LOAN PARTIES FROM MAKING INVESTMENTS IN ANY FOREIGN
SUBSIDIARY IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000."
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 Credit 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 Credit 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 Credit Agreement. All other
terms and conditions of the Credit 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; and
(b) No event has occurred and is continuing that constitutes a
Default under the Credit Agreement on the date hereof or on the Amendment
Effective date, or after giving effect to the transactions contemplated
hereby.
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.
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SECTION 8. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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
COLEMAN TAYMAR LIMITED, as a
Borrower
By: /s/ LARRY E. SANFORD
-------------------------------
Name: Larry E. Sanford
Title: Secretary
COLEMAN UK PLC, as a Borrower
By: /s/ LARRY E. SANFORD
-------------------------------
Name: Larry E. Sanford
Title: Secretary
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CREDIT SUISSE, as Agent and a Lender
By: /s/ JUERG JOHNER
-------------------------------
Name: Juerg Johner
Title: Associate
By: /s/ ANNE SCHULTHEISS-JENSEN
-------------------------------
Name: Anne Schultheiss-Jensen
Title: Associate
CHEMICAL BANK, as a Lender
By:
-------------------------------
Name:
Title:
CITIBANK, N.A., as a Lender
By:
-------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Lender
By:
-------------------------------
Name:
Title:
THE LONG TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY,
as a Lender
By:
-------------------------------
Name:
Title:
4
CREDIT SUISSE, as Agent and a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
CHEMICAL BANK, as a Lender
By: /s/ BRUCE S. BORDEN
-------------------------------
Name: Bruce S. Borden
Title: Vice President
CITIBANK, N.A., as a Lender
By:
-------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Lender
By:
-------------------------------
Name:
Title:
THE LONG TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY,
as a Lender
By:
-------------------------------
Name:
Title:
4
CREDIT SUISSE, as Agent and a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
CHEMICAL BANK, as a Lender
By:
-------------------------------
Name:
Title:
CITIBANK, N.A., as a Lender
By: /s/ JAMES BUCHANAN
-------------------------------
Name: James Buchanan
Title: Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Lender
By:
-------------------------------
Name:
Title:
THE LONG TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY,
as a Lender
By:
-------------------------------
Name:
Title:
4
CREDIT SUISSE, as Agent and a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
CHEMICAL BANK, as a Lender
By:
-------------------------------
Name:
Title:
CITIBANK, N.A., as a Lender
By:
-------------------------------
Name:
Title:
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:
-------------------------------
Name:
Title:
4
CREDIT SUISSE, as Agent and a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
CHEMICAL BANK, as a Lender
By:
-------------------------------
Name:
Title:
CITIBANK, N.A., as a Lender
By:
-------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Lender
By:
-------------------------------
Name:
Title:
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
4
NATIONSBANK (CAROLINAS), N.A., as a
Lender
By: /s/ SUSAN LYNN CALLICOTT
-------------------------------
Name: Susan Lynn Callicott
Title: Vice President
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By:
-------------------------------
Name:
Title:
BANK IV KANSAS, N.A., as a Lender
By:
-------------------------------
Name:
Title:
THE YASUDA TRUST & BANKING
COMPANY, LIMITED, CHICAGO
BRANCH, as a Lender
By:
-------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By:
-------------------------------
Name:
Title:
5
NATIONSBANK (CAROLINAS), N.A., as a
Lender
By:
-------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By: /s/ NEVA NESBITT
-------------------------------
Name: Neva Nesbitt
Title: Vice President
BANK IV KANSAS, N.A., as a Lender
By:
-------------------------------
Name:
Title:
THE YASUDA TRUST & BANKING
COMPANY, LIMITED, CHICAGO
BRANCH, as a Lender
By:
-------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By:
-------------------------------
Name:
Title:
5
NATIONSBANK (CAROLINAS), N.A., as a
Lender
By:
-------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By:
-------------------------------
Name:
Title:
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:
-------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By:
-------------------------------
Name:
Title:
5
NATIONSBANK (CAROLINAS), N.A., as a
Lender
By:
-------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By:
-------------------------------
Name:
Title:
BANK IV KANSAS, N.A., as a Lender
By:
-------------------------------
Name:
Title:
THE YASUDA TRUST & BANKING
COMPANY, LIMITED, CHICAGO
BRANCH, as a Lender
By: /s/ JOSEPH C. MEEK
-------------------------------
Name: Joseph C. Meek
Title: First Vice President & Manager
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By:
-------------------------------
Name:
Title:
5
NATIONSBANK (CAROLINAS), N.A., as a
Lender
By:
-------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By:
-------------------------------
Name:
Title:
BANK IV KANSAS, N.A., as a Lender
By:
-------------------------------
Name:
Title:
THE YASUDA TRUST & BANKING
COMPANY, LIMITED, CHICAGO
BRANCH, as a Lender
By:
-------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By: /s/ GRETCHEN TROIANO
-------------------------------
Name: Gretchen Troiano
Title: Vice President
5
THE FUJI BANK LIMITED, as a Lender
By: /s/ KATSUNORI NOZAWA
-------------------------------
Name: Katsunori Nozawa
Title: Vice President & Manager
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A., as a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
THE NIPPON CREDIT BANK, LTD., as a
Lender
By:
-------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:
-------------------------------
Name:
Title:
INDUSTRIAL BANK OF JAPAN, as a Lender
By:
-------------------------------
Name:
Title:
6
THE FUJI BANK LIMITED, as a Lender
By:
-------------------------------
Name:
Title:
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/ ROBERTO GORLIER
-------------------------------
Name: Roberto Gorlier
Title: F.V.P. & Deputy G.M.
THE NIPPON CREDIT BANK, LTD., as a
Lender
By:
-------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:
-------------------------------
Name:
Title:
INDUSTRIAL BANK OF JAPAN, as a Lender
By:
-------------------------------
Name:
Title:
6
THE FUJI BANK LIMITED, as a Lender
By:
-------------------------------
Name:
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A., as a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
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:
-------------------------------
Name:
Title:
INDUSTRIAL BANK OF JAPAN, as a Lender
By:
-------------------------------
Name:
Title:
6
THE FUJI BANK LIMITED, as a Lender
By:
-------------------------------
Name:
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A., as a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
THE NIPPON CREDIT BANK, LTD., as a
Lender
By:
-------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By: /s/ LISA Y. BROWN
-------------------------------
Name: Lisa Y. Brown
Title: Vice President
INDUSTRIAL BANK OF JAPAN, as a Lender
By:
-------------------------------
Name:
Title:
6
THE FUJI BANK LIMITED, as a Lender
By:
-------------------------------
Name:
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A., as a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
THE NIPPON CREDIT BANK, LTD., as a
Lender
By:
-------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:
-------------------------------
Name:
Title:
INDUSTRIAL BANK OF JAPAN, as a Lender
By: /s/ JUNRI ODA
-------------------------------
Name: Junri Oda
Title: Senior Vice President &
Senior Manager
6
UNION BANK OF CALIFORNIA, N.A., 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:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH, as a Lender
By:
-------------------------------
Name:
Title:
7
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By:
-------------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR, as a Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH, as a Lender
By: /s/ YOSHIHORI KAWAMURA
-------------------------------
Name: Yoshihori Kawamura
Title: Joint General Manager
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