SUBSIDIARY BORROWING AGREEMENT
SUBSIDIARY BORROWING AGREEMENT, dated as of February 12,
1999 (this "AGREEMENT"), among THE XXXXXXX COMPANY, INC., a Delaware
corporation (the "SUBSIDIARY"), SUNBEAM CORPORATION, a Delaware corporation
(the "PARENT"), and FIRST UNION NATIONAL BANK, as administrative agent (with
its successors in such capacity, the "ADMINISTRATIVE Agent") for the several
banks and other financial institutions or entities (the "LENDERS") from time
to time parties to the Credit Agreement, dated as of March 30, 1998 (as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among the Parent, the Subsidiary Borrowers (as defined in the
Credit Agreement) from time to time parties thereto, the Lenders, the
Administrative Agent, Bank of America National Trust and Savings Association,
as Documentation Agent, and Xxxxxx Xxxxxxx Senior Funding, Inc., as
Syndication Agent.
The parties hereto hereby agree as follows:
1. Capitalized terms used herein but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
2. In order to permit the Subsidiary to request the
issuance of Letters of Credit for its own account, the Parent hereby
designates, pursuant to Section 2.19 of the Credit Agreement, the Subsidiary
as a Subsidiary Borrower under the Credit Agreement.
3. The Parent and the Subsidiary represent and warrant that
the Applicable Representations and Warranties are true and correct on and as
of the date hereof, but only, in the case of the Subsidiary, to the extent
such representations and warranties are applicable to it.
4. The Parent agrees that its guaranty contained in Article
9 of the Credit Agreement will apply to the obligations of the Subsidiary as
a Subsidiary Borrower.
5. Upon (a) execution of (i) this Agreement by the Parent,
the Subsidiary and the Administrative Agent, (ii) the Subsidiary Borrower
Security Agreement dated as of the date hereof by the Subsidiary and the
Administrative Agent and (iii) the Second Waiver dated as of the date hereof
under the Credit Agreement by the Parent, the Subsidiary, the Administrative
Agent and the Required Lenders and (b) the satisfaction of the conditions set
forth in Section 2.19 of the Credit Agreement (after giving effect to such
Second Waiver), the Subsidiary shall be a party to the Credit Agreement and
shall be a Subsidiary Borrower and a Borrower for all purposes thereof, and
the Subsidiary hereby agrees to be bound by all provisions of the Credit
Agreement to the extent applicable to it in its capacity as a Subsidiary
Borrower, until such time as the principal of and interest on all Loans, all
LC Disbursements and all other amounts, in each case, payable by the
Subsidiary in its capacity as a Subsidiary Borrower under the Credit
Agreement shall have been paid in full or assumed by the Parent pursuant to
an instrument
acceptable to the Administrative Agent, PROVIDED that, without the prior
written consent of the Administrative Agent and the Required Lenders, the
Subsidiary shall not be permitted to borrow Loans in its capacity as a
Subsidiary Borrower and shall only be permitted to utilize the Revolving
Commitments in its capacity as a Subsidiary Borrower to request the issuance
of Letters of Credit for its account in an aggregate undrawn face amount not
to exceed (a) $50,000,000 on account of Trade Letters of Credit and (b)
$2,200,000 on account of standby Letters of Credit.
6. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.
7. This Agreement may be executed in any number of
counterparts (including by facsimile transmission), each of which shall be an
original, and all of which, when taken together, shall constitute one
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their authorized officers as of the date
first appearing above.
THE XXXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SUNBEAM CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK,
as Administrative Agent
By: /s/ X. X. Xxxxxxx
---------------------------
Name: X. X. Xxxxxxx
Title: Senior Vice President
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