AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of April 10, 1999 to the Credit Agreement
dated as of March 30, 1998 (as amended by Amendment No. 1 dated as of May 8,
1998, Amendment No. 2 dated as of June 30, 1998 and Amendment No. 3 dated as of
October 19, 1998, the "CREDIT AGREEMENT") among SUNBEAM CORPORATION (the
"PARENT"), the SUBSIDIARY BORROWERS referred to therein, the LENDERS party
thereto, XXXXXX XXXXXXX 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.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit
Agreement to extend the period for certain waivers and agreements from April 10,
1999 to April 15, 1999, all as more fully set forth below;
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 has the meaning assigned to such term in the Credit 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 shall, after this Amendment becomes
effective, refer to the Credit Agreement as amended hereby. Except as herein
specifically amended, all terms and provisions of the Credit Agreement shall
remain in full force and effect and shall be performed by the parties hereto
according to its terms and provisions. This Amendment is limited as specified
and shall not constitute a modification or waiver of any other provision of the
Credit Agreement or any other Loan Document.
SECTION 2. EXTENSION OF TRANCHE A AVAILABILITY PERIOD. The
definition of "TRANCHE A AVAILABILITY PERIOD" in Section 1.01 of the Credit
Agreement is amended to replace the date "April 10, 1999" with the date "April
15, 1999."
SECTION 3. CONDITIONS TO EACH CREDIT EVENT. The last sentence
of Section 4.04 of the Credit Agreement is amended to replace "April 10, 1999"
with "April 15, 1999".
SECTION 4. COMPLIANCE WITH LAWS AND CONTRACTS. Paragraph (c)
of Section 5.07 of the Credit Agreement is amended to replace "April 10, 1999"
with "April 15, 1999."
SECTION 5. APPROVED HEDGING AGREEMENTS. Section 5.10 of the
Credit Agreement is amended to change the time period set forth therein from
"375 days" to "380 days".
SECTION 6. LEVERAGE RATIO; INTEREST COVERAGE RATIO; FIXED
CHARGE COVERAGE RATIO. Each of Section 6.12, Section 6.13 and Section 6.14 of
the Credit Agreement is amended to replace "April 10, 1999" with "April 15,
1999" in the proviso therein.
SECTION 7. WAIVER.
(a) The Lenders waive any Event of Default that existed on
June 30, 1998, which waiver shall expire on April 15, 1999. Except as set forth
in paragraph (b) below, this Waiver shall not constitute a waiver of any Event
of Default existing on or after July 1, 1998.
(b) The Lenders waive, until April 15, 1999, any Default or
Event of Default by reason of the failure of the Parent to comply with the
requirement of Section 5.01(a) (FINANCIAL STATEMENTS AND OTHER INFORMATION) of
the Credit Agreement to deliver to the Administrative Agent on or before March
31, 1999 the financial statements set forth in such Section (the "1998 FINANCIAL
STATEMENTS").
SECTION 8. GOVERNING LAW. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 9. COUNTERPARTS. This 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 10. EFFECTIVENESS. This Amendment shall become
effective on the date when the Administrative Agent shall have received from
each of the Parent, the Subsidiary Borrowers 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
SUNBEAM CORPORATION
By Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chief Financial Officer
THE XXXXXXX COMPANY, INC.
By Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
individually and as Syndication Agent
By R. Xxxx Xxxxx
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Name: X. X. Xxxxx
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, individually and as
Documentation Agent
By X. X. Xxxxxxxx
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Name: X. X. Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK,
individually and as Administrative Agent
By X. X. Xxxxxxx
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Name: X. X. Xxxxxxx
Title: Senior Vice President
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