EXHIBIT 10.q FIRST AMENDMENT dated as of November 21, 1996 (this "AMENDMENT") to the Credit Agreement dated as of September 16, 1996 (the "AGREEMENT"), among SUNBEAM CORPORATION (the "Company"), the Borrowing Subsidiaries (as such term is defined...
EXHIBIT 10.q
FIRST AMENDMENT dated as of November 21, 1996 (this
"AMENDMENT") to the Credit Agreement dated as of September
16, 1996 (the "AGREEMENT"), among SUNBEAM CORPORATION (the
"Company"), the Borrowing Subsidiaries (as such term is
defined therein; together with the Company, the
"Borrowers"), the Lenders listed in Schedule 2.01 thereof
(the "Lenders") and THE CHASE MANHATTAN BANK, as
administrative agent for the Lenders (in such capacity,
the "Administrative Agent"). Capitalized terms used herein
and defined in the Agreement have the meanings set forth
in the Agreement.
WHEREAS the Borrowers have requested and the Administrative Agent
and the Lenders are willing to amend a certain provision of the Agreement as set
forth herein.
NOW, THEREFORE, for and in consideration of the premises and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, on the terms and subject to the
conditions set forth herein, as follows:
SECTION 1. AMENDMENT. Section 6.06 of the Agreement is hereby amended
by deleting therefrom the reference to "$250,000,000" and replacing it with a
reference to "$300,000,000".
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each of the Lenders and the Administrative Agent that as of the date
hereof:
(a) The representations and warranties set forth in Article III
of the Agreement are true and correct in all material respects with the
same effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(b) No Event of Default or Default has occurred and is
continuing.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date that the Administrative Agent shall have received duly
executed counterparts of this Amendment that, when taken together, bear the
signatures of the Company and the Required Lenders.
SECTION 4. AGREEMENT. Except as specifically stated herein, the
provisions of the Agreement are and shall remain in full force and
2
effect. As used therein, the terms "Agreement", "herein", "hereunder",
"hereinafter", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Agreement as amended hereby.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but
all of which when taken together shall constitute but one contract.
SECTION 7. EXPENSES. The Company agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first
written above.
SUNBEAM CORPORATION,
by
/S/ XXXXX X. DERECHO
-----------------------------
Name: Xxxxx X. Derecho
Title: Vice President
Treasurer
THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent,
by
/S/ XXXXX XXXXXXX
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
3
BANK OF AMERICA ILLINOIS,
by
/S/ XXXXXXX X. XXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President
THE BANK OF NEW YORK,
by
/S/ XXXXX X. XXXXXX
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice
President
THE BANK OF NOVA SCOTIA,
by
/S/ XXXXX X. XXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Relationship Manager
NORTHERN TRUST COMPANY,
by
/S/ XXXXX F. T. XXXXXXX
-------------------------------
Name: Xxxxx F. T. Monhart
Title: Vice President
PNC BANK, KENTUCKY, INC.,
by
/S/ XXX XXXX
------------------------------
Name: Xxx Xxxx
Title: Xxx Xxxx
THE FUJI BANK LIMITED,
by
/S/ XXXXXXXX XXXXXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President &
Manager
4
CREDIT SUISSE,
by
/S/ XXX XXXXX
------------------------------
Name: Xxx Xxxxx
Title: Xxx Xxxxx
by
/S/ XXXXXXXX X. XXXXXXXXXXX
------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxxx
Title: Associate
CREDIT LYONNAIS, NEW YORK BRANCH,
by
/S/ XXXXXXX-XXXX XXXXXXX
------------------------------
Name: Xxxxxxx-Xxxx Xxxxxxx
Title: Senior Vice President
NATIONSBANK,
by
/S/ XXXXXXX X. XXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
by
/S/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Corporate Banking Officer
WACHOVIA BANK OF GEORGIA, N.A.,
by
/S/ XXXXXXX X. XXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice
President
5
FIRST UNION NATIONAL BANK OF
FLORIDA,
by
/S/ XXXX X. XXXXXX
------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and
Senior Portfolio
Manager
THE BANK OF TOKYO-MITSUBISHI TRUST
LTD.,
by
/S/ XXXXX X. XXXXX
------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
SAKURA BANK, LIMITED,
by
/S/ XXXXXXXX XXXXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: V.P. & Senior Manager
