WAIVER OF CREDIT AGREEMENT AND AMENDMENT TO
SUBSIDIARY PLEDGE AND SECURITY AGREEMENT
WAIVER dated as of December 23, 1998 to the Credit Agreement dated as of
March 30, 1998 (as amended, the "CREDIT AGREEMENT") among SUNBEAM CORPORATION
(the "PARENT"), 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 (the
"ADMINISTRATIVE AGENT"), and AMENDMENT dated as of December 23, 1998 to the
Subsidiary Pledge and Security Agreement dated as of March 30, 1998 (the
"SUBSIDIARY PLEDGE AGREEMENT") between SUNBEAM AMERICAS HOLDINGS, LTD.
("SAHL"), the other GRANTORS party thereto, and the ADMINISTRATIVE AGENT.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to (i) waive the provisions of the
Credit Agreement to the extent necessary to permit the sale by SAHL of all of
the shares of common stock of Sunbeam Corporation (Canada) Limited ("SUNBEAM
CANADA") to The Canadian Coleman Company Limited ("CANADIAN COLEMAN") in
exchange for approximately 43% of the shares of common stock of Canadian
Coleman (the "CANADIAN COLEMAN SHARES"), and the subsequent amalgamation of
Sunbeam Canada and Canadian Coleman into a new entity, Sunbeam Corporation
(Canada) Ltd., approximately 43% of the shares of common stock of which shall
be owned by SAHL (the "AMALGAMATED SHARES") (all such transactions
collectively, the "CANADIAN RESTRUCTURING"), and (ii) amend the Subsidiary
Pledge Agreement to replace the pledge of 66% of the shares of common stock
of Sunbeam Canada with the pledge of the Canadian Coleman Shares and (once
they are issued) Amalgamated Shares owned by SAHL;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement or the Subsidiary Pledge Agreement has the meaning assigned to such
term in the Credit Agreement or the Subsidiary Pledge Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Credit Agreement or the Subsidiary Pledge
Agreement shall, after this Waiver and Amendment becomes effective, refer to
the Credit Agreement or the Subsidiary Pledge Agreement as waived or amended
hereby.
SECTION 2. WAIVER. The Lenders hereby waive the provisions of the Credit
Agreement (including, without limitation, Section 6.03(a) thereof) to the
extent (and only to the extent) necessary to permit the Canadian
Restructuring; provided that for avoidance of doubt the parties agree that
Canadian Coleman and any successor shall constitute, and is hereby designated
by the Parent to be, a Material Subsidiary.
SECTION 3. AMENDMENT OF SUBSIDIARY PLEDGE AND SECURITY AGREEMENT. The
Subsidiary Pledge and Security Agreement is hereby amended in the following
respects:
a. The definition of "Direct Subsidiary" is amended to add the
following sentence at the end thereof:
"For purposes of this definition, each of The Canadian Coleman Company
Limited and any successor, including, without limitation, Sunbeam Corporation
(Canada) Ltd., shall constitute a Direct Subsidiary of Sunbeam Americas
Holdings, Ltd."
b. Schedule II is amended and restated in its entirety to read
as set forth in the attached Schedule II.
SECTION 4. REPRESENTATIONS OF PARENT. The Parent represents and
warrants that (i) the representations and warranties of the Parent set forth
in Article 3 of the Credit Agreement will be true on and as of the Waiver and
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 5. GOVERNING LAW. This Waiver and Amendment shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 6. COUNTERPARTS. This Waiver and Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 7. EFFECTIVENESS. This Waiver and Amendment shall become
effective on the date (the "WAIVER AND AMENDMENT EFFECTIVE DATE") when the
Administrative Agent shall have received from each of the Parent, the
Grantors, the Administrative Agent and the Required Lenders a counterpart
hereof signed by such party or facsimile or other written confirmation (in
form satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment
to be duly executed as of the date first above written.
SUNBEAM CORPORATION
By Robert Totte
---------------------------------
Name: Robert Totte
Title: Vice President
DDG I, INC.
By Robert Totte
---------------------------------
Name: Robert Totte
Title: Vice President
GHI I, INC.
By Robert Totte
---------------------------------
Name: Robert Totte
Title: Vice President
OP II, INC.
By Robert Totte
---------------------------------
Name: Robert Totte
Title: Vice President
SUNBEAM AMERICAS HOLDINGS,
LTD.
By Robert Totte
---------------------------------
Name: Robert Totte
Title: Vice President
LASER ACQUISITION CORP.
By Robert P. Totte
---------------------------------
Name: Robert P. Totte
Title: Vice President
COLEMAN WORLDWIDE CORP.
By Robert P. Totte
---------------------------------
Name: Robert P. Totte
Title: Vice President
SIGNATURE BRANDS, INC.
By Ronald R. Richter
---------------------------------
Name: Ronald R. Richter
Title: Vice President and
Treasurer
SIGNATURE BRANDS USA, INC.
By Ronald R. Richter
---------------------------------
Name: Ronald R. Richter
Title: Vice President and
Treasurer
BBK BRANDS, INC.
By Robert P. Totte
---------------------------------
Name: Robert P. Totte
Title: Vice President
FIRST ALERT, INC.
By Ronald R. Richter
---------------------------------
Name: Ronald R. Richter
Title: Vice President and
Treasurer
SUNBEAM PRODUCTS, INC.
By Ronald R. Richter
---------------------------------
Name: Ronald R. Richter
Title: Vice President and
Treasurer
MORGAN STANLEY SENIOR
FUNDING, INC.
By Michael Hart
---------------------------------
Name: Michael Hart
Title: Principal
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By H. G. Wheelock
---------------------------------
Name: H. G. Wheelock
Title: Vice President
FIRST UNION NATIONAL BANK, as
Lender and as Administrative Agent
By T. M. Molitor
---------------------------------
Name: T. M. Molitor
Title: Vice President