INTERCOMPANY NOTE
Dated: April 6, 1998
FOR VALUE RECEIVED, the undersigned, The Coleman Company, Inc., a Delaware
corporation (the "PAYOR"), hereby promises to pay to the order of Sunbeam
Corporation, a Delaware corporation (the "PAYEE"), on demand, any and all
Indebtedness (as defined in the Credit Agreement referred to below) (including
interest thereon) owed to the Payee by the Payor from time to time.
The undersigned agrees that the accounts of the Payee shall be "prima
facie" evidence of Indebtedness (including interest thereon) owed to the Payee
by the undersigned and the amounts repaid by the undersigned to the Payee. All
advances made by the Payee to the Payor hereunder, and all payments made on
account of principal and interest hereof, shall be recorded by the Payee, and,
prior to any transfer hereof, shall be endorsed on the schedule attached hereto
which is part of this Intercompany Note.
The undersigned also agrees to pay on demand all costs and expenses
(including reasonable fees and expenses of counsel) incurred by the Payee in
enforcing this Intercompany Note.
This Note is one of the Intercompany Agreements referred to in a Pledge and
Security Agreement (as defined in, and entered into pursuant to the Credit
Agreement dated as of March 30, 1998 (as amended, supplemented or modified from
time to time, the "CREDIT AGREEMENT") among Sunbeam Corporation, the Subsidiary
Borrowers referred to therein, the Lenders party thereto, Morgan Stanley 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). Capitalized terms used in this Intercompany Note and not
otherwise defined have the respective meanings assigned to them in such Pledge
and Security Agreement or the Credit Agreement.
If at any time demand is made against the Payor under, and pursuant to
the terms of, any guaranty executed by the Payor in connection with the
Secured Obligations (as defined in the Pledge and Security Agreement), this
Intercompany Note, and the payment obligations of the Payor evidenced hereby,
shall therewith be null and void and the Payee shall be deemed to have
contributed such obligations to the capital of the Payor.
The Indebtedness evidenced by this Intercompany Note is subordinate and
subject in right of payment to the prior payment in full of the Secured
Obligations in the manner and to the extent set forth below:
(a) In the event of (i) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith, relative to the Payor
or to its creditors as such, or to its properties or assets, or (ii) any
liquidation, dissolution or other winding-up of the Payor, whether
voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (iii) any assignment for the benefit of creditors or any
other marshaling of assets or liabilities of the Payor, then and in any
such event the holders of Secured Obligations shall be entitled to receive
payment in full of all amounts due on or to become due on or in respect of
Secured Obligations then outstanding, in cash or in any other manner
acceptable to the holders of Secured Obligations, before the holder is
entitled to receive any payment or distribution of any kind or character on
account of principal of or interest on this Intercompany Note, and to that
end the holders of Secured Obligations shall be entitled to receive, for
application to the payment thereof, any payment or distribution of assets
of the Payor of any kind or character including, without limitation,
securities that are subordinated in right of payment to all Secured
Obligations to substantially the same extent as, or to a greater extent
than, this Intercompany Note, that may be payable or deliverable in respect
of this Intercompany Note in any such case, proceeding, dissolution,
liquidation or other winding-up or event referred to in clauses (i) through
(iii) above.
(b) In the event that the Payee shall receive any payment or
distribution of assets of the Payor of any kind or character in respect of
principal of or interest on this Intercompany Agreement in contravention of
subsection (a) hereof, then and in such event such payment or distribution
shall be received and held by the Payee in trust for the holders of the
Secured Obligations and shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment
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or distribution of assets of the Payor in trust for the holders of, and for
application to the payment of, all Secured Obligations remaining unpaid, to
the extent necessary to pay all Secured Obligations in full, in cash or in
any other manner acceptable to the holders of Secured Obligations, after
giving effect to any concurrent payment or distribution to or for the
holders of Secured Obligations.
The undersigned hereby waives presentment for payment, demands, notice of
dishonor and protest of this Intercompany Note and further agrees that none of
its terms or provisions may be waived, altered, modified or amended except as
the Payee may consent in a writing duly signed for and on its behalf.
No failure or delay on the part of the Payee in exercising any of its
rights, powers or privileges hereunder shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. The remedies provided herein are
cumulative and are not exclusive of any remedies provided by law.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
The Coleman Company, Inc.
Address:
By: /s/ Robert Totte
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Title: Vice President
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ADVANCES AND PAYMENTS OF PRINCIPAL
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Amount of
Amount of Principal Paid Unpaid Principal Notation
Date Loan or Prepaid Balance Made By
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