AMENDMENT NO. 11 AND TWELFTH WAIVER UNDER CREDIT AGREEMENT

                  AMENDMENT NO. 11 AND TWELFTH WAIVER (this "Amendment"), dated
as of July 6, 2000, to and under the Credit Agreement, dated as of March 30,
1998 (as heretofore amended, supplemented or otherwise modified, the "Credit
Agreement"), among SUNBEAM CORPORATION (the "Parent"), the SUBSIDIARY BORROWER
referred to therein, the LENDERS party thereto, MORGAN STANLEY SENIOR FUNDING,
INC., as Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, and
FIRST UNION NATIONAL BANK, as Administrative Agent.

                              W I T N E S S E T H :

                  WHEREAS, the Parent, the Subsidiary Borrower, the Lenders and
the Agents are parties to the Credit Agreement;

                  WHEREAS, the Parent has advised the Administrative Agent and
the Lenders that the Parent proposes to pursue an "exchange offer" with respect
to the Subordinated Notes by offering to issue to the holders thereof a
combination of shares of common stock of the Parent and senior secured
subordinated Indebtedness of the Parent;

                  WHEREAS, in order to permit consummation of the "exchange
offer" the Parent has requested that the Lenders agree to amend Section 6.01
(Indebtedness) and Section 6.02 (Liens) of the Credit Agreement and waive
Section 6.06 (Restricted Payments; Voluntary Payments) and Section 6.08
(Restrictive Agreements) of the Credit Agreement; and

                  WHEREAS, the Administrative Agent and the Lenders are willing
to agree to such requested amendments and waivers, but only upon the terms and
conditions of this Amendment;

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt of which is hereby acknowledged, 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 (after giving effect to this Amendment) 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 after giving effect to this Amendment. Except as herein
specifically amended or waived hereby, all terms and provisions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
shall be performed by the parties thereto according to such terms and
provisions. This Amendment is limited as specified and shall not constitute a
modification, amendment or waiver of any other provision of the Credit Agreement
or any other Loan Document or indicate the Lenders' willingness to consent to
any other modification, amendment or waiver of the Credit Agreement or any other
Loan Document.

                  Section 2. Defined Terms. Section 1.01 of the Credit Agreement
is amended:

(a)      to amend the definition of "Change in Control": (i) to delete the word
         "or" immediately after clause (d) in such definition, and (ii) to add
         immediately before the

<PAGE>

         period at the end of such definition the following "; or (e) the
         occurrence of a "Change of Control" (as defined in the Senior
         Indenture)";

(b)      to delete in its entirety the defined term "Loan Documents" in such
         Section; and

(c)      to add in their appropriate alphabetical order in such Section the
         following defined terms:

                  ""Amendment No. 11" means Amendment No. 11 and Twelfth Waiver,
         dated as of July 6, 2000, to and under this Agreement.

                  "Exchange Offer" means the exchange offer by the Parent,
         pursuant to the Offering Circular prepared by the Parent and the
         related Letter of Transmittal , to each holder of the Subordinated
         Notes to accept approximately 17 shares of common stock of the Parent
         and $150 original principal amount of the Senior Subordinated Notes for
         each $1,000 principal amount at maturity of the Subordinated Notes
         validly tendered and not withdrawn by such holder in accordance with
         the terms and conditions of such exchange offer.

                  "Intercreditor Agreement" means the Intercreditor Agreement,
         in the form attached as Exhibit A to Amendment No. 11, to be executed
         and delivered by the trustee under the Senior Indenture and the
         Administrative Agent, in respect of the Liens permitted under Section
         6.02(h), as amended from time to time in accordance with the terms
         thereof.

                  "Loan Documents" means this Agreement, the Letters of Credit,
         the Subsidiary Guarantees, the Collateral Documents, the Registration
         Rights Agreement and the Subsidiary Borrowing Agreement executed by
         Coleman pursuant to Section 2.19.

                  "Registration Rights Agreement" means the Registration Rights
         Agreement, in the form attached as Exhibit B to Amendment No. 11, to be
         executed and delivered by the Parent and the Lenders, in respect of the
         capital stock of the Parent to be issued to the Lenders pursuant to
         Amendment No. 11, as amended from time to time in accordance with the
         terms thereof.

                  "Senior Indenture" means the Indenture, in the form attached
         as Exhibit C to Amendment No. 11, to be executed and delivered by the
         Parent and the trustee thereunder, in respect of the Senior
         Subordinated Notes, as amended from time to time in accordance with
         Section 6.09.

                  "Senior Subordinated Notes" means the 11% Senior Secured
         Subordinated Notes Due 2011 issued by the Parent pursuant to the Senior
         Indenture.".

                  Section 3. Affirmative Covenants. Section 5 of the Credit
Agreement is hereby amended by adding a new Section 5.15 at the end of such
Section as follows:

                  " SECTION 5.15. Preferred Stock. If shares of preferred stock
         are issued to the Lenders on account of the risk adjustment fee payable
         pursuant to Amendment No. 11, the Parent shall use its best efforts
         promptly after the expiration of the Exchange Offer to obtain

<PAGE>

         shareholder approval to exchange such shares of preferred stock for an
         equivalent number of shares of common stock of the Parent, and the
         Parent shall make such exchange promptly after obtaining such
         approval.".

         Section 4. Indebtedness. Section 6.01 of the Credit Agreement is
amended:

(a)      to delete the word "and" immediately after paragraph (g) in such
         Section;

(b)      to replace the period at the end of paragraph (h) of such Section with
         "; and"; and

(c)      to add the following new paragraph (i) at the end of such Section:

                           "(i) Indebtedness of the Parent under the Senior
                  Indenture and evidenced by the Senior Subordinated Notes,
                  provided that (i) the principal amount of such Indebtedness at
                  the date of issuance thereof pursuant to the Senior Indenture
                  shall not exceed $150 for each $1,000 principal amount at
                  maturity of the Subordinated Notes validly tendered and not
                  withdrawn pursuant to the Exchange Offer ($173 at maturity for
                  each such $1,000) and (ii) such Indebtedness shall be
                  subordinated, in the manner and to the extent set forth in the
                  Senior Indenture, to the Obligations.".

         Section 5. Liens. Section 6.02 of the Credit Agreement is amended:

(a)      to delete the word "and" immediately after paragraph (f) in such
Section;

(b)      to replace the period at the end of paragraph (g) of such Section with
"; and"; and

(c)      to add the following new paragraph (h) at the end of such Section:

                           "(h) Liens on the capital stock of Laser Acquisition
                  Corp., Sunbeam Americas Holdings, Ltd. and DDG I, Inc.
                  (including Liens on proceeds thereof consisting of cash or
                  equity interests) to secure Indebtedness permitted under
                  Section 6.01(i), provided that such Liens shall be (i) granted
                  by the Parent pursuant to a junior pledge and security
                  agreement in the form attached as Exhibit E to Amendment No.
                  11 and (ii) subordinated, in the manner and to the extent set
                  forth in the Intercreditor Agreement and the Senior Indenture,
                  to the Liens on such capital stock granted by the Parent
                  pursuant to the Parent Pledge and Security Agreement.".

         Section 6. Restricted Payments; Voluntary Payments. Paragraph (b) of
Section 6.06 of the Credit Agreement is amended by adding the phrase "the Senior
Subordinated Notes or" immediately after the phrase "(including, without
limitation," contained in such paragraph.

         Section 7. Modification of Certain Documents. Paragraph (a) of Section
6.09 of the Credit Agreement is amended by replacing the phrase "or the
Indenture or any other agreement or instrument governing the terms of the
Subordinated Notes or of any other Indebtedness" in clause (ii) of such
paragraph with the phrase "or the Senior Indenture, the

<PAGE>

Indenture or any other agreement or instrument governing the terms of the Senior
Subordinated Notes, the Subordinated Notes or of any other Indebtedness".

         Section 8. Waiver. The Lenders hereby waive Section 6.06 (Restricted
Payments; Voluntary Payments) and Section 6.08 (Restrictive Agreements) of the
Credit Agreement, but solely to the extent necessary to permit the Parent to
consummate the Exchange Offer, provided that the foregoing waiver is subject to
the following terms and conditions: (a) at the time of commencement of the
Exchange Offer no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (b) the issuance of the common stock of
the Parent pursuant to the Exchange Offer is not subject to shareholder
approval, (c) the Exchange Offer is commenced within 180 days after the
Amendment Effective Date (as defined in Section 13 below), (d) the Indebtedness
to be issued pursuant to the Exchange Offer (i) shall not exceed the amount
permitted under Section 6.01(i) of the Credit Agreement (after giving effect to
this Amendment), (ii) shall be governed by an Indenture in the form attached
hereto as Exhibit C and (iii) shall be secured only by the junior Liens
permitted under Section 6.02(h) of the Credit Agreement (after giving effect to
this Amendment), which Liens shall be (A) granted by the Parent pursuant to a
junior pledge and security agreement in the form attached hereto as Exhibit E
and (B) subordinated, pursuant to an Intercreditor Agreement in the form
attached hereto as Exhibit A, to the Liens granted by the Parent pursuant to the
Parent Pledge and Security Agreement and (e) the Parent shall pay to the Lenders
the risk adjustment fee set forth in Section 9 below within five Business Days
after the expiration of the Exchange Offer and, on or before such date, the
Parent shall (i) execute and deliver a Registration Rights Agreement in the form
attached hereto as Exhibit B with respect to the shares of common stock (and
preferred stock, if applicable) to be issued to the Lenders pursuant to Section
9 below, (ii) certify to the Lenders in a certificate of a Financial Officer
that the representations and warranties set forth in Section 12(b) below are
true and correct at and as of the date of issuance of such shares of stock of
the Parent and (iii) cause to be delivered to the Administrative Agent a
favorable written opinion (addressed to the Administrative Agent and the
Lenders) of counsel to the Parent, together with certificates and resolutions,
covering such matters relating to the Parent and the capital stock of the Parent
to be issued to the Lenders pursuant to Section 9 below as the Required Lenders
shall reasonably request.

         Section 9. Risk Adjustment Fee; Registration Rights. In consideration
of the amendments and waivers set forth in this Amendment, the Parent shall pay
to the Lenders, pro rata based upon their respective Commitments, a risk
adjustment fee payable in shares of the common stock of the Parent within five
Business Days after the expiration of the Exchange Offer as follows: a minimum
of 2,500,000 shares of common stock of the Parent if any Senior Subordinated
Notes are issued pursuant to the Exchange Offer, which number of shares shall
increase on a straight line basis to a maximum of 4,500,000 shares of common
stock of the Parent for each $1,000 (i.e., increase 14.545 shares per $1,000)
original principal amount of Senior Subordinated Notes issued pursuant to the
Exchange Offer in excess of $162,500,000, provided that if the aggregate number
of shares of common stock to be issued to the Lenders would exceed the number of
such shares which could at such time be issued to the Lenders without requiring
shareholder approval under the applicable rules of the New York Stock Exchange,
the Parent shall issue to the Lenders the number of shares of common stock of
the Parent that could then be issued in compliance with such rules, together
with shares of preferred stock of the Parent equal to the amount of such excess.
Any shares of preferred stock issued to the Lenders shall have the terms set
forth in the Certificate of Designation of Preferred Stock attached hereto as
Exhibit D.

<PAGE>

         Section 10. Governing Law. This Waiver shall be governed by and
construed in accordance with the laws of the State of New York.

         Section 11. Counterparts. This Waiver 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 12. Representations and Warranties; No Default. (a) After
giving effect to this Amendment, the Parent and the Subsidiary Borrower (to the
extent applicable to it thereunder) hereby represent and warrant that all
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct on and as of the date hereof (unless stated
to relate to a specific earlier date, in which case, such representations and
warranties shall be true and correct as of such earlier date) and that no
Default or Event of Default shall have occurred and be continuing or would
result from the execution and delivery of this Amendment or the consummation of
the transactions contemplated hereby.

         (b) As of the date of issuance to the Lenders of the shares of capital
stock of the Parent pursuant to Section 9 above, the Parent shall represent and
warrant to each Lender that (i) the Parent is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware,
(ii) the Parent has the corporate power and authority to issue such shares,
(iii) the issuance of such shares has been duly authorized by all necessary
corporate action and does not and will not violate, or result in a breach of, or
constitute a default under, or require any consent under, or result in the
creation of any Lien upon the Parent's assets pursuant to, any law, rule,
regulation or contractual obligation binding upon the Parent and (iv) when such
shares have been issued by the Parent they will be duly authorized, validly
issued, fully paid and nonassessable shares of the common stock and preferred
stock, as applicable, of the Parent with no personal liability attaching to the
ownership thereof.

         Section 13. Effectiveness. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which:

         (a) the Administrative Agent shall have received from each of the
Parent, the Subsidiary Borrower and the 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;

         (b) the Required Lenders shall be satisfied (and by their execution
hereof, the Lenders hereby confirm that such Lenders are satisfied) that each of
the following documents (including after giving effect to any nonmaterial
modifications thereof which do not change in any manner the terms of the Senior
Subordinated Notes) are in form and substance satisfactory to such Lenders: (i)
the Intercreditor Agreement, in the form attached to this Amendment as Exhibit
A, (ii) the Registration Rights Agreement, in the form attached to this
Amendment as Exhibit B, (iii) the Senior Indenture, in the form attached to this
Amendment as Exhibit C, (iv) the Certificate of Designation of Preferred Stock
of the Parent, in the form attached to this Amendment as Exhibit D and (v) the
junior pledge and security agreement, in the form attached to this Amendment as
Exhibit E (each such Exhibit shall be deemed amended to give effect to any such
nonmaterial modification); and


<PAGE>

         (c) the Administrative Agent shall have received payment of all fees
and other amounts due and payable pursuant to the Credit Agreement, including
reimbursement or payment of all out-of-pocket expenses of the Administrative
Agent and the Lenders invoiced to the Parent and required to be reimbursed or
paid by the Parent under the Credit Agreement.

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.

                               SUNBEAM CORPORATION


                               By____________________________
                                     Name:
                                     Title:


                               THE COLEMAN COMPANY, INC.


                               By____________________________
                                     Name:
                                     Title:


                               MORGAN STANLEY SENIOR FUNDING, INC.,
                                    individually and as Syndication Agent


                               By____________________________
                                     Name:
                                     Title:


                               BANK OF AMERICA, N.A.,
                                    individually and as Documentation Agent


                               By____________________________
                                     Name:
                                     Title:



                               FIRST UNION NATIONAL BANK,
                                    individually and as Administrative Agent


                               By____________________________
                                     Name:
                                     Title:

<PAGE>

                                                                               1

                                                                       EXHIBIT A

                             INTERCREDITOR AGREEMENT

                  INTERCREDITOR AGREEMENT, dated as of __________ __, 2000,
among (a) FIRST UNION NATIONAL BANK, as administrative agent (in such capacity,
together with its successors and assigns in such capacity, the "Administrative
Agent") under the Credit Agreement dated as of March 30, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Senior Credit
Agreement"), among Sunbeam Corporation (the "Company"), the subsidiary borrower
referred to therein, the lenders party thereto (the "Senior Lenders"), Morgan
Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., as
documentation agent, and the Administrative Agent; (b) The Bank of New York, not
in its individual capacity, but only as trustee (in such capacity, together with
its successors and assigns in such capacity, the "Trustee") under the Indenture,
dated as of _________ __, 2000 (as amended, supplemented or otherwise modified
from time to time, the "Indenture"), between the Company, as the issuer of the
Senior Subordinated Notes referred to below, and the Trustee; and (c) the
Company.

                              W I T N E S S E T H :

                  WHEREAS, pursuant to the Senior Credit Agreement, (a) the
Senior Lenders have made loans and other extensions of credit to the Company and
the subsidiary borrower referred to therein and (b) the Company has executed
certain pledge agreements and security agreements pursuant to which the Company
granted to the Administrative Agent, for the benefit of the Senior Lenders, a
first priority security interest in substantially all of the assets of the
Company to secure its obligations under the Senior Credit Agreement, including
without limitation, a Parent Pledge and Security Agreement, dated as of March
30, 1998 (as amended, supplemented or otherwise modified from time to time, the
"Senior Pledge Agreement"), pursuant to which the Company granted to the
Administrative Agent, for the benefit of the Senior Lenders, a first priority
security interest in all of the Company's right, title and interest in and to,
among other things, the Collateral referred to below;

                  WHEREAS, at the request of the Company, the Administrative
Agent and the Senior Lenders have executed an Amendment No. 11 and Twelfth
Waiver, dated as of July 6, 2000 (the "Waiver"), to and under the Senior Credit
Agreement to, among other things, permit the Company to incur the senior
subordinated indebtedness under the Indenture and to grant junior liens on the
Collateral to secure the Company's obligations under the Indenture, provided
that such liens would be "silent" and subject and subordinate, pursuant to an
intercreditor agreement in form and substance satisfactory to the Senior
Creditors referred to below, to the liens on the Collateral granted by the
Company pursuant to the Senior Pledge Agreement;

                  WHEREAS, simultaneously with the execution and delivery of
this Agreement, (a) the Company has issued pursuant to the Indenture its 11%
Senior Secured Subordinated Notes due 2011 (the "Senior Subordinated Notes") to
the Holders referred to below and (b) the Company has executed a Junior Pledge
and Security Agreement, dated as of _____________, 2000 (as amended,
supplemented or otherwise modified from time to time, the "Junior Pledge
Agreement"), pursuant to which the Company has granted to the Trustee, for the
benefit of the Holders, a second priority security interest in all of the
Company's right, title and interest in and to the Collateral to secure the
obligations of the Company under the Indenture; and

<PAGE>

                                                                               2

                  WHEREAS, in accordance with the terms of the Waiver, and as a
condition to the waiver contained therein, the Administrative Agent and the
Trustee are executing and delivering this Agreement to set forth (a) their
relative rights in respect of the Collateral in which security interests have
been granted pursuant to the Senior Pledge Agreement and the Junior Pledge
Agreement and (b) the terms of the subordination in favor of the Administrative
Agent and the Senior Lenders of the junior security interest in the Collateral
granted by the Company pursuant to the Junior Pledge Agreement;

                  NOW, THEREFORE, in consideration of the premises, the parties
hereto hereby agree as follows:

1.       Definitions.  (a) The following terms shall have the following
         meanings:

                  "Administrative Agent" has the meaning set forth in the
         preamble to this Agreement, and shall include each successor First Lien
         Representative (as defined in the Indenture).

                  "Agreement" means this Intercreditor Agreement, as the same
         may be amended, supplemented or otherwise modified from time to time.

                  "Bankruptcy Code" means The Bankruptcy Reform Act of 1978, as
         heretofore and hereafter amended, and codified as 11 U.S.C. ss.ss. 101
         et seq.

                  "Collateral" means (a) all of the shares of capital stock
         (together with any certificates evidencing such shares) of each of
         Sunbeam Americas Holdings, Ltd. and Laser Acquisition Corp., each a
         direct wholly-owned subsidiary of the Company, (b) any other shares of
         capital stock (together with any certificates evidencing such shares)
         required to be pledged to the Trustee pursuant to the Junior Pledge
         Agreement), (c) all of the Company's rights and privileges with respect
         to any such shares of capital stock and (d) all proceeds consisting of
         cash or Equity Interests (as defined in the Indenture) of any such
         shares of capital stock, including without limitation, all dividends or
         other income or collections thereon, and all payments or distributions
         with respect thereto.

                  "Holders" means the "Holders" as defined in the Indenture,
         including their respective successors and assigns.

                  "Indenture" has the meaning set forth in the preamble to this
         Agreement.

                  "Junior Creditors" means the collective reference to the
         Trustee and the Holders.

                  "Junior Lien" means the junior security interest in and lien
         on the Collateral granted by the Company to the Trustee, for the
         benefit of the Trustee and the Holders, pursuant to the Junior Pledge
         Agreement to secure the Junior Obligations.

                  "Junior Loan Documents" means the collective reference to the
         Indenture, the Senior Subordinated Notes and the Junior Pledge
         Agreement.

                  "Junior Obligations" means the "Secured Obligations" as
         defined in the Junior Pledge Agreement.

<PAGE>
                                                                               3


                  "Junior Pledge Agreement" has the meaning set forth in the
         recitals to this Agreement.

                  "Senior Credit Agreement" has the meaning set forth in the
         preamble to this Agreement; for the purposes hereof, "Senior Credit
         Agreement" shall also be deemed to refer to any deferral, increase,
         renewal, extension, replacement, refinancing or refunding thereof
         (whether or not with the original Administrative Agent and Senior
         Lenders or another administrative agent or other lenders and whether
         pursuant to the original Senior Credit Agreement or any other credit
         agreement or other agreement or indenture).

                  "Senior Creditors" means the collective reference to the
         Administrative Agent and the Senior Lenders.

                  "Senior Lenders" has the meaning set forth in the preamble to
         this Agreement, including their respective successors and assigns and
         other holders from time to time of Senior Obligations.

                  "Senior Lien" means the senior security interest in and lien
         on the Collateral granted by the Company to the Administrative Agent,
         for the benefit of the Senior Lenders, pursuant to the Senior Pledge
         Agreement to secure the Senior Obligations.

                  "Senior Loan Documents" means the collective reference to the
         Senior Credit Agreement and the Senior Pledge Agreement.

                  "Senior Obligations" means the "Secured Obligations" as
         defined in the Senior Pledge Agreement.

                  "Senior Pledge Agreement" has the meaning set forth in the
         recitals to this Agreement; for purposes hereof, "Senior Pledge
         Agreement" shall also be deemed to refer to any successor or substitute
         pledge agreement executed in connection with a Senior Credit Agreement.

                  "Senior Subordinated Notes" has the meaning set forth in the
         recitals to this Agreement.

                  "Trustee" has the meaning set forth in the preamble to this
         Agreement.

                  "Waiver" has the meaning set forth in the recitals to this
         Agreement.

         (b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and paragraph references are
to this Agreement unless otherwise specified. The phrases "prior payment in
full," "payment in full," "paid in full" and any other similar terms or phrases
when used herein with respect to any Senior Obligations shall mean the
collective reference to (i) the indefeasible payment in full, in immediately
available funds, of all such Senior Obligations, (ii) the termination of the
commitments under the Senior Credit Agreement and (iii) the cash
collateralization of any Senior Obligations in respect of letters of credit in
accordance with the terms of the Senior Credit Agreement.

<PAGE>
                                                                               4


         (c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

         2. Acknowledgments; Agreements. (a) The Trustee, on its own behalf and
on behalf of the Holders, (i) acknowledges that the Senior Lien is senior to and
prior in all respects to the Junior Lien, (ii) acknowledges and agrees that the
Junior Lien on the Collateral shall under all circumstances be junior in
priority and subordinated to the Senior Lien on the Collateral and that the
Junior Creditors shall not have any claim to or in respect of the Collateral, or
any proceeds of or realization on the Collateral, on a parity with or prior to
the claim of the Senior Creditors, (iii) acknowledges and agrees that until the
Senior Obligations have been paid in full, the exercise of rights and remedies
in respect of the Junior Lien by the Junior Creditors under the Junior Pledge
Agreement and applicable law shall be limited to the extent set forth in, and
shall be governed by, this Agreement, (iv) acknowledges and affirms the
subordination of the Junior Obligations to the Senior Obligations to the extent
and in the manner set forth in Article 10 of the Indenture, (v) acknowledges and
affirms that the Senior Obligations constitute "Senior Debt" and "Designated
Senior Debt" under and as defined in the Indenture, and that the Senior Credit
Agreement constitutes the "Senior Credit Agreement" under and as defined in the
Indenture and (vi) acknowledges that the Senior Lenders would not have permitted
pursuant to the Waiver the incurrence of the Junior Obligations and the grant of
the Junior Lien in the absence of the execution and delivery of this Agreement
by the parties hereto.

         (b) The Administrative Agent agrees that, to the extent that the
Collateral includes items (such as stock certificates and instruments) which are
held in the possession of the Administrative Agent pursuant to the Senior Pledge
Agreement, the Administrative Agent will also hold (and hereby confirms that it
does hold) such items in its possession as agent of the Trustee for purposes of
perfecting the Junior Lien on such items, and the Trustee, on its own behalf and
on behalf of the Holders, hereby authorizes and appoints the Administrative
Agent to hold on the Trustee's behalf and as its agent all Collateral for
purposes of possession and control under the Uniform Commercial Code or other
applicable law. The Administrative Agent hereby accepts such authorization and
appointment and the Trustee, on its own behalf and on behalf of the Holders, (i)
releases the Administrative Agent from any liability whatsoever (other than
liability resulting from the Administrative Agent's willful misconduct or gross
negligence) in connection with such authorization and appointment and (ii)
acknowledges that the Administrative Agent shall have no duty to the Trustee or
the Holders as to any Collateral, regardless of whether such Collateral is in
its possession or control or in the possession or control of any agent or bailee
of the Administrative Agent. This authorization and appointment are a power
coupled with an interest and are irrevocable.

         3. Rights in Collateral. (a) Notwithstanding (i) anything to the
contrary contained in the Senior Loan Documents, the Junior Loan Documents or
any other document, filing or agreement (other than this Agreement) related to
the creation, attachment, perfection or existence of the Senior Lien or the
Junior Lien; (ii) the time, place, order or method of attachment or perfection
of the Senior Lien or the Junior Lien; (iii) the time or order of filing or
recording of financing statements or other documents filed or recorded to
perfect security interests in any Collateral or any failure of the
Administrative Agent to file or record any financing statement or any
continuations thereof under the Uniform Commercial Code or other law of any
applicable jurisdiction with respect to the Senior Lien or the Junior Lien and
(iv) the rules for determining priority under any law governing the relative
priorities of secured creditors, the Senior Lien shall have priority over and be
senior and superior to the Junior Lien.

<PAGE>
                                                                               5


         (b) Without limiting the rights of the Senior Creditors under the
Senior Loan Documents and as holders of "Senior Debt" and "Designated Senior
Debt" under and as defined in the Indenture, so long as this Agreement has not
been terminated pursuant to Section 9 below upon the payment in full of the
Senior Obligations, and regardless of whether or not the Senior Obligations or
the Junior Obligations have been accelerated or any bankruptcy proceeding or
similar event or proceeding has been commenced by or against the Company:

(i)      The Junior Creditors (individually or collectively) shall not exercise
         any rights or remedies in respect of the Collateral or the Junior Lien,
         whether under the Junior Loan Documents, applicable law or otherwise,
         including without limitation, any action to institute any judicial or
         nonjudicial or similar action or proceeding with respect to any such
         rights or remedies.

(ii)     The Senior Lenders shall have the exclusive right to exercise rights
         and remedies in respect of the Collateral and the Senior Lien under the
         Senior Loan Documents, applicable law or otherwise and, in exercising
         such rights and remedies with respect to the Collateral, the Senior
         Creditors may enforce the provisions of the Senior Loan Documents and
         exercise remedies thereunder and under applicable law (or refrain from
         enforcing any such rights and exercising any such remedies), all in
         such order and in such manner as they may determine in the exercise of
         their sole discretion. Such exercise and enforcement shall include,
         without limitation, the rights of the Senior Creditors or any agent
         appointed by the Senior Creditors to sell or otherwise dispose of the
         Collateral, to incur expenses in connection with such exercise and
         enforcement, and to exercise all the rights and remedies of a secured
         lender under the Uniform Commercial Code of any applicable jurisdiction
         and of a secured creditor under bankruptcy or similar laws of any
         applicable jurisdiction.

(iii)    No Junior Creditor shall (A) contest, protest or object to any exercise
         of rights or remedies by the Senior Creditors under any Senior Loan
         Document or applicable law in respect of the Collateral or the Senior
         Lien, including without limitation, any action of foreclosure or to
         seek relief from the automatic stay pursuant to Section 362 of the
         Bankruptcy Code, or any decision by the Senior Creditors to refrain
         from enforcing any such rights or exercising any such remedies and (B)
         contest the validity or enforceability of the Senior Obligations or the
         validity, perfection, priority or enforceability of the Senior Lien (it
         being understood and agreed that the terms of this Agreement shall
         govern even if part or all of the Senior Obligations or the Senior Lien
         are avoided, disallowed, set aside or otherwise invalidated in any
         judicial proceeding or otherwise).

(iv)     The Senior Creditors shall have the sole and exclusive right (without
         the consent of any Junior Creditor and without any duty, obligation or
         liability arising from any such action) at any time to (A) consent to
         any proposed sale or other disposition of any Collateral, whether at
         private sale or pursuant to foreclosure, bankruptcy or other judicial
         or nonjudicial proceedings, and (B) release the Senior Lien on any
         Collateral in connection with any such sale or other disposition,
         whether at private sale or pursuant to foreclosure, bankruptcy or other
         judicial or nonjudicial proceedings, and the Junior Creditors shall be
         deemed to have consented to such release, sale or other disposition and
         any Junior Lien on the portion of any Collateral released, sold or
         disposed of shall be automatically extinguished and discharged upon any
         such release, sale or other disposition so long as the Senior Creditors
         have consented to such release, sale or other disposition.

<PAGE>
                                                                               6


         Upon any such release, sale or other disposition of any Collateral, the
         Junior Lien on such Collateral shall be automatically released, and the
         Trustee shall, at the expense of the Company, execute or cause to be
         executed such release documents and instruments and take such further
         actions to evidence such release as the Administrative Agent or the
         Company shall reasonably request.

                  (v) Any money, property, securities or other direct or
         indirect distributions of any nature whatsoever received by any Senior
         Creditor or Junior Creditor from the sale, disposition or other
         realization upon a foreclosure or other exercise of remedies of all or
         any part of the Collateral, regardless of whether such money, property,
         securities or other distributions are received directly or indirectly
         during the pendency of or in connection with any bankruptcy, insolvency
         or other like proceeding or otherwise, shall be delivered to the
         Administrative Agent in the form received, duly indorsed to such party,
         if required, and applied by the Administrative Agent in the following
         order:

                  First, to the payment in full of all Senior Obligations in
         accordance with Section 14 of the Senior Pledge Agreement;

                  Second, to the Trustee for application to the payment in full
         of all amounts due to the Trustee hereunder and pursuant to the
         Indenture (including without limitation, Section 7.07 of the Indenture)
         and then to the Junior Obligations in accordance with the terms of the
         Indenture until all such Junior Obligations have been paid in full; and

                  Third, to pay the Company or any designee thereof or as a
         court of competent jurisdiction may direct, any surplus then remaining.

                  4. Obligations Unconditional; Waivers, Covenants and
Agreements of the Junior Creditors. (a) All rights and interests of the Senior
Creditors hereunder and all agreements and obligations of the Junior Creditors
hereunder shall remain in full force and effect irrespective of:

                   (i) any lack of validity or enforceability of the Senior
         Obligations, the Senior Lien, any Senior Loan Document or any other
         document or agreement in respect of the Senior Obligations or the
         Senior Lien, including without limitation, any exchange, release or
         nonperfection of the Senior Lien;

                  (ii) any change in the time, manner or place of payment, or in
         any other term, of all or any of the Senior Obligations (including
         without limitation, any recission, in whole or in part, by the Senior
         Creditors of any demand for payment of any Senior Obligations), or any
         amendment, waiver, deferral, extension, renewal, refinancing,
         replacement, refunding, acceleration, compromise, release, alteration,
         supplementation, termination or other modification, in whole or in
         part, including any increase in the amount thereof, whether by course
         of conduct or otherwise, of the Senior Obligations or of the terms of
         the Senior Credit Agreement, any other Senior Loan Document or any
         other document or agreement relating to the Senior Obligations or the
         Senior Lien; or

                  (iii) any other circumstances which otherwise might constitute
         a defense available to, or a discharge of, the Company in respect of
         the Senior Obligations or the Senior Lien, or of any Junior Creditor in
         respect of this Agreement.

<PAGE>
                                                                               7


                  (b) The Trustee, on its own behalf and on behalf of each
Holder, hereby waives (i) reliance by the Senior Creditors upon the
subordination and other intercreditor arrangements set forth in the Indenture
and this Agreement and (ii) any notice of the creation, renewal, extension or
accrual of any of the Senior Obligations and notice of or proof of reliance by
the Senior Creditors holding such Senior Obligations upon the Indenture and this
Agreement. The Senior Obligations shall be deemed conclusively to have been
created, contracted or incurred in reliance on the Indenture and this Agreement,
and all dealings between the Company and the Senior Creditors shall be deemed to
have been consummated in reliance upon the Indenture and this Agreement.

                  (c) Without limiting the restrictions on amendments contained
in the Indenture, prior to the payment in full of the Senior Obligations, the
Junior Creditors shall not, without the prior written consent of the
Administrative Agent, acting at the direction of the Senior Lenders in
accordance with the terms of the Senior Credit Agreement, permit the Junior Loan
Documents to be amended, supplemented or otherwise modified in any manner that
could adversely affect the rights of the Senior Creditors under the Indenture
and this Agreement.

                  (d) Except for any claim based solely upon willful misconduct
or gross negligence, the Trustee, on behalf of each Holder, hereby waives any
claim against any Senior Creditor with respect to, or arising out of, any action
or inaction or any error of judgment, negligence, or mistake or oversight
whatsoever on the part of such Senior Creditor or their respective directors,
officers, employees or agents (i) with respect to any exercise of (or any
decision to refrain from exercising) any rights or remedies in respect of the
Senior Obligations under the Senior Loan Documents or applicable law or (ii) in
connection with any transaction relating to any Collateral. Neither any Senior
Creditor nor any of their respective directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Company, the
Trustee or any other person or entity or to take any other action whatsoever
with regard to the Collateral or any part thereof.

                  (e) Notwithstanding any claim for subrogation that any Junior
Creditor may otherwise have under applicable law, no Junior Creditor shall be
subrogated to the rights of the Senior Creditors to receive distributions of
Collateral in respect of the Senior Lien until the Senior Obligations shall have
been paid in full.

                  (f) Except as set forth in paragraph 6, no Senior Creditor has
made, and none of them hereby or otherwise makes to any Junior Creditor, any
representations or warranties, express or implied, nor does any Senior Creditor
assume any liability to any Junior Creditor with respect to, the financial or
other condition of the Company, the Company's title to, the value of, or any
other matter in respect of any Collateral or the enforceability, validity,
priority, value or collectability of the Senior Obligations, any Senior Loan
Document, the Senior Lien, the Junior Obligations, any Junior Loan Document or
the Junior Lien.

                  5. Provisions Applicable After Bankruptcy. The intercreditor
and subordination arrangements set forth in this Agreement, including without
limitation, the subordination of the Junior Lien to the Senior Lien, shall
continue in full force and effect notwithstanding the occurrence of any
proceeding under the Bankruptcy Code, and in furtherance thereof:

                  (a) the Senior Lien shall be reinstated to the extent any
Senior Creditor is required to turn over or otherwise pay to the bankruptcy
estate of the Company any amount of the Senior

<PAGE>
                                                                               8


Obligations (and as a result thereof any portion of the Senior Lien is
released), and the Senior Lien so reinstated shall have the same benefits
hereunder as if the Senior Obligations had never been paid; and

                  (b) to the extent that the Junior Creditors have or acquire
any rights under Section 363 or Section 364 of the Bankruptcy Code with respect
to the Junior Lien, (i) the Junior Creditors will only assert such rights as
reasonably requested by the Administrative Agent and then only in a manner
consistent with paragraph 3 hereof, including without limitation, in a manner
consistent with the subordination, pursuant to this Agreement and the Indenture,
of the Junior Lien to the Senior Lien, (ii) the benefit of the existence,
acquisition or assertion of any such rights shall be subject to the
subordination and other terms of this Agreement and Article 10 of the Indenture
and (iii) in connection with any financing of the Company, the Junior Creditors
shall be deemed to have consented to the grant of a lien on the Collateral in
connection with any such financing which would be senior to, or pari passu with,
the Senior Lien so long as the Senior Lenders have consented to the grant of
such lien in connection with any such financing.

                  6. Representations.

                  (a) The Trustee represents and warrants to the Administrative
Agent that the execution, delivery and performance of this Agreement by the
Trustee is within its powers in its capacity as Trustee for the Holders, and has
been duly directed pursuant to the Indenture

                  (b) The Administrative Agent hereby represents and warrants to
the Trustee that the execution, delivery and performance of this Agreement by
the Administrative Agent is within its powers in its capacity as Administrative
Agent for the Senior Lenders, and has been duly directed pursuant to the Senior
Credit Agreement.

                  7. Further Assurances. The Company and the Trustee, for its
own behalf and on behalf of each Holder, at the Company's expense and at any
time from time to time, upon the reasonable request of the Administrative Agent,
will promptly and duly execute and deliver such further instruments and
documents (including amendments to their financing statements filed against the
Company stating that the rights of the Trustee and the Holders are subject to
the terms hereof and together with such assignments or endorsements as the
Administrative Agent may reasonably deem necessary) and take such further
actions as the Administrative Agent may reasonably request for the purposes of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted.

                  8. Provisions Define Relative Rights. This Agreement is
intended solely for the purpose of defining the relative rights of the Senior
Creditors, on the one hand, and the Junior Creditors, on the other hand, in
respect of the Collateral and no other person or entity shall have any right,
benefit or other interest under this Agreement. Nothing contained in this
Agreement is intended to affect or limit, in any way whatsoever, the security
interests, liens and other rights that the Senior Creditors and the Junior
Creditors have under the Senior Loan Documents and the Junior Documents, as the
case may be, insofar as the rights of the Company or any other person or entity
are involved.

                  9. Termination of Agreement; Acknowledgments. Upon payment in
full of the Senior Obligations, this Agreement shall terminate, and the exercise
of rights and remedies by the Junior Creditors in respect of the Collateral
shall thereafter be governed by the Junior Loan Documents. The Administrative
Agent agrees that, within 30 days after the Senior Obligations

<PAGE>
                                                                               9


have been paid in full, it will, upon the request of the Trustee, deliver to the
Trustee, any items of the Collateral held in the possession of the
Administrative Agent, or in the absence of any such request, the Administrative
Agent will deliver any such items of Collateral to the Company.

                  10. Powers Coupled With An Interest. All powers,
authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until the Senior Obligations are paid in full and
the commitments under the Senior Credit Agreement are terminated.

                  11. Notices. All notices, requests and demands to or upon the
parties to be effective shall be in writing (or by fax or similar electronic
transfer confirmed in writing) and shall be deemed to have been duly given or
made (a) when delivered by hand or (b) if given by mail, when deposited in the
mails by certified mail, return receipt requested, or (c) if by fax or similar
electronic transfer, when sent and receipt has been confirmed, addressed as
follows:

        If to the Administrative Agent:    First Union National Bank

                                           301 South College Street, DC-5
                                           Charlotte, North Carolina  28288-0737
                                           Attention:  Mr. Thomas Molitor
                                           Telecopy:  (704) 374-3300
                                           Telephone: (704) 383-0018


        If to the Trustee:                 The Bank of New York

                                           101 Barclay Street
                                           21st Floor West
                                           New York, New York  10286
                                           Attention:  Corporate Trust
                                                    Trustee Administration
                                           (Attention:  Sunbeam Corporation,
                                           11% Senior Secured Subordinated Notes
                                     Due 2011)
                                           Telecopy:  (212) 815-5758
                                           Telephone:  (212) 815-5915/5917


The parties hereto may change their addresses and transmission numbers for
notices by notice in the manner provided in this paragraph.

                  12. Counterparts. This Agreement may be executed by one or
more of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the counterparts of this Agreement signed by all the
parties shall be lodged with the Administrative Agent and the Trustee.

                  13. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any

<PAGE>
                                                                              10


such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  14. Integration. This Agreement constitutes the entire
agreement of the parties hereto concerning the subject matter hereof and may not
be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties hereto; provided that the rights of Senior Creditors
hereunder shall be supplementary to, and not in any manner limit or impair, or
be limited or impaired by, the rights of the Senior Creditors under the
Indenture as the holders of "Senior Debt" and "Designated Senior Debt" under and
as defined in the Indenture. The parties hereto agree that the terms of this
Agreement shall govern and control in the event, and to the extent, of any
inconsistency between the terms of this Agreement and any Junior Loan Document
or Senior Loan Document.

                  15. Amendments in Writing; Cumulative Remedies. (a) None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the
Administrative Agent, acting at the direction of the Senior Lenders in
accordance with the terms of the Senior Credit Agreement, and by the Trustee,
acting at the direction of the Holders in accordance with the terms of the
Indenture.

                  (b) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law. No failure to exercise, nor any delay in
exercising, on the part of any Senior Creditor, any right, power or privilege
hereunder or under any Senior Loan Document shall operate as a waiver thereof.
No single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

                  16. Successors and Assigns. (a) This Agreement shall be
binding upon and inure to the benefit of each Senior Creditor and Junior
Creditor and their respective successors and assigns to the same extent as if
any such successor or assign was an original party hereto.

                  (b) In the event the Senior Obligations are paid in full as a
result of a replacement, refinancing or refunding of the Senior Obligations, the
lenders under any such new credit facility or facilities shall be entitled
(without any action by any party hereto) to succeed to the first priority lien
on the Collateral to the extent afforded to the Senior Creditors in respect of
the Senior Lien as set forth herein, and the Junior Creditors shall continue to
have no more rights or remedies in respect of the Collateral than those provided
to the Junior Creditors in respect of the Junior Lien hereunder. In furtherance
thereof, the Trustee, on its own behalf and on behalf of the Holders, agrees to
execute and deliver an agreement containing terms substantially identical to
those contained herein in favor of any third person who causes the Senior
Obligations to be paid in full, whether such successor financing, refinancing or
replacement occurs by transfer, assignment, "takeout" or any other means or
vehicle.

                  17. Expenses. (a) The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and the Trustee, on
demand, including the reasonable fees, charges and disbursements of counsel for
the Administrative Agent and the Trustee, in connection with the preparation and
administration of this Agreement and (ii) all out-of-pocket expenses incurred by
the Administrative Agent, any Senior Lender or the Trustee, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any

<PAGE>
                                                                              11


Senior Lender or the Trustee, in connection with the enforcement or protection
of its rights in connection with this Agreement.

                   (b) The Company shall pay, indemnify, and hold each Senior
Lender, the Administrative Agent and the Trustee (each such Person, an
"Indemnitee") harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions (whether sounding in contract, tort or on
any other ground), judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (including without limitation fees, charges and
disbursements of any counsel for any Indemnitee) arising out of, in connection
with, or as a result of the execution, delivery, enforcement, performance and
administration of, or in any other way arising out of or relating to this
Agreement or any action taken or omitted to be taken by any Indemnitee with
respect to any of the foregoing, provided that such indemnity shall not be
available to the extent such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.

                  18. Authority of Trustee and Administrative Agent . (a)
Pursuant to the Junior Loan Documents, each of the Holders has appointed the
Trustee to act as agent on behalf of the Holders for all purposes in connection
with this Agreement, and the Trustee hereby confirms and agrees that it has
agreed to so act on behalf of the Holders as provided therein and herein.
Notwithstanding any provisions of the Junior Loan Documents to the contrary, as
between the Senior Creditors, on the one hand, and the Junior Creditors, on the
other hand, the Senior Creditors shall not be required or entitled to inquire as
to or verify the authority or power of the Trustee to act on behalf of the
Holders, and the Senior Creditors shall, without inquiry and without notice to
any of the Holders, rely upon any act taken or notice given or any document
executed by the Trustee with respect to the matters covered hereby as the act,
notice or document of the Holders who shall be bound thereby (without prejudice,
however, to any rights or obligations of the Holders and the Trustee inter se).
The Trustee shall not owe any fiduciary duty to any Senior Creditor.

                  (b) Pursuant to the Senior Loan Documents, each of the Senior
Lenders has appointed the Administrative Agent to act as administrative agent on
behalf of the Senior Lenders for all purposes in connection with this Agreement,
and the Administrative Agent hereby confirms and agrees that it has agreed to so
act on behalf of the Senior Lenders as provided therein and herein.
Notwithstanding any provisions of the Senior Loan Documents to the contrary, as
between the Senior Creditors, on the one hand, and the Junior Creditors, on the
other hand, the Junior Creditors shall not be required or entitled to inquire as
to or verify the authority or power of the Administrative Agent to act on behalf
of the Senior Lenders, and the Junior Creditors shall, without inquiry and
without notice to any of the Senior Lenders, rely upon any act taken or notice
given or any document executed by the Administrative Agent with respect to the
matters covered hereby as the act, notice or document of the Senior Lenders who
shall be bound thereby (without prejudice, however, to any rights or obligations
of the Senior Lenders and the Administrative Agent inter se). The Administrative
Agent shall not owe any fiduciary duty to any Junior Creditor.

                  19. Governing Law; Jurisdiction. This Agreement shall be
governed by, and construed and interpreted in accordance with, the law of the
State of New York. Each party hereto agrees that all judicial proceedings
brought against it arising out of or relating to this Agreement or its
obligations hereunder may be brought in any state or federal court of competent

<PAGE>
                                                                              12

jurisdiction in the State, County and City of New York, and accepts generally
and unconditionally the nonexclusive jurisdiction and venue of such courts.



<PAGE>
                                                                              13


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.



                                    FIRST UNION NATIONAL BANK,
                                    as Administrative Agent


                                    By: ______________________________________
                                    Name:
                                    Title:


                                    _______________________,
                                    as Trustee


                                    By: ______________________________________
                                    Name:
                                    Title:




Acknowledged and Agreed:

SUNBEAM CORPORATION



By: _________________________________

      Name:

      Title:

<PAGE>
                                                                               1

                                                                       EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT

                  This REGISTRATION RIGHTS AGREEMENT is made and entered into as
of ________ __, 2000, by and among SUNBEAM CORPORATION, a Delaware corporation
(the "Company"), and the Holders referred to below.

                              W I T N E S S E T H:

                  WHEREAS, the Company is a party 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 Company, the Subsidiary Borrower
referred to therein, the lenders party thereto (collectively, the "Lenders"),
Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America,
N.A., as documentation agent, and First Union National Bank, as administrative
agent (in such capacity, the "Administrative Agent");

                  WHEREAS, pursuant to Amendment No. 11 and Twelfth Waiver,
dated as of July 6, 2000 (the "Eleventh Amendment"), to and under the Credit
Agreement, the Lenders have agreed to amend and waive certain provisions of the
Credit Agreement to permit the Company to consummate the Exchange Offer referred
to and as defined in the Eleventh Amendment; and

                  WHEREAS, in consideration of the Lenders' agreement to amend
and waive certain provisions of the Credit Agreement to permit the Exchange
Offer, the Company has agreed pursuant to the Eleventh Amendment to (a) issue to
the Lenders (in such capacity, the "Holders") shares of the Common Stock and/or
Preferred Stock of the Company referred to below and (b) provide certain
registration and other rights to the Holders with respect to public offerings
and sales of the Holders' Registrable Securities referred to below;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

                  Section 1. Definitions. As used herein, the following terms
shall have the following meanings:

                  "Agreement" means this Registration Rights Agreement, as the
         same may be amended, supplemented or otherwise modified from time to
         time.

                  "Business Day" means any Monday, Tuesday, Wednesday, Thursday
         or Friday that is not a day on which banking institutions in New York
         City are authorized by law, regulation or executive order to close.

                  "Common Stock" means the common stock, par value $0.01 per
         share, of the Company.

                  "Delay Notice" has the meaning set forth in Section 6(c).
<PAGE>
                                                                               2


                  "Demand Participation Notice" has the meaning set forth in
         Section 3(a).

                  "Demand Registration" has the meaning set forth in Section
         3(b).

                  "Demand Registration Notice" has the meaning set forth in
         Section 3(a).

                  "Eleventh Amendment" has the meaning set forth in the recitals
         to this Agreement.

                  "Holder" means the Lenders identified on the signature pages
         hereto and any of their transferees hereunder of Registrable
         Securities; provided, however, that each Lender identified on the
         signature pages hereto, together with any affiliates of such Lender to
         which Registrable Securities have been transferred during the term of
         this Agreement, shall constitute one (1) Holder for purposes of the
         demand registration rights granted pursuant to Section 3 of this
         Agreement. For purposes of this Agreement, the Company may deem the
         registered holder of a Registrable Security to be the Holder thereof.

                  "Material Adverse Change" means, for purposes of Section
         3(d)(ii), any material adverse change in, or the occurrence of any
         event which could reasonably be expected to have a material adverse
         effect on, the business or condition (financial or otherwise) of the
         Company and its subsidiaries taken as a whole (it being understood that
         a change in general political, economic, financial, banking, capital
         market or consumer products industry conditions shall not be a
         "Material Adverse Change" unless such change has, or could reasonably
         be expected to have, a material adverse effect on the Company and its
         subsidiaries as described above).

                  "Material Development Condition" has the meaning set forth in
         Section 6(c).

                  "Other Registration Statement" has the meaning set forth in
         Section 5(b).

                  "Person" means any individual, corporation, partnership, joint
         venture, association, joint-stock company, limited liability company,
         trust, unincorporated organization or government or other agency or
         political subdivision thereof.

                  "Preferred Stock" means the preferred stock of the Company to
         be issued to the Lenders, as contemplated by the Eleventh Amendment,
         which preferred stock shall have the terms set forth in the Certificate
         of Designation of Preferred Stock attached as Exhibit D to the Eleventh
         Amendment.

                  "Prospectus" means the prospectus included in any Registration
         Statement, as amended or supplemented by a prospectus supplement with
         respect to the terms of the offering of any portion of the Registrable
         Securities covered by such Registration Statement and by all other
         amendments and supplements to such prospectus, including post-effective
         amendments and all materials incorporated by reference in such
         prospectus.

                  "Registrable Securities" means (i) the shares of Common Stock
         and, if applicable, the shares of Preferred Stock, owned by the Holders
         on the date hereof or issued to or acquired by any Holders after the
         date hereof, in each case, as contemplated by the Eleventh Amendment,

<PAGE>
                                                                               3


         and (ii) any other securities issued or issuable as a result of any
         other transaction or in connection with any stock dividend, stock split
         or reverse stock split, combination, recapitalization,
         reclassification, merger or consolidation, exchange or distribution in
         respect of such Common Stock or Preferred Stock.

                  "Registration Period" has the meaning set forth in Section
         3(c).

                  "Registration Statement" means any registration statement
         which covers any of the Registrable Securities pursuant to the
         provisions of this Agreement, including the Prospectus included
         therein, all amendments and supplements to such registration statement,
         including post-effective amendments, all exhibits and all materials
         incorporated by reference in such registration statement.

                  "Requesting Securityholder" has the meaning set forth in
         Section 4.

                  "Restricted Security" has the meaning set forth in Section 2.

                  "Rule 144" means Rule 144 promulgated under the Securities
         Act, as such rule may be amended from time to time, or any similar
         successor rule thereto that may be promulgated by the SEC.

                  "Rule 415" means Rule 415 promulgated under the Securities
         Act, as such rule may be amended from time to time, or any similar
         successor rule thereto that may be promulgated by the SEC.

                  "Rule 903" means Rule 903 promulgated under the Securities
         Act, as such rule may be amended from time to time, or any similar
         successor rule thereto that may be promulgated by the SEC.

                  "Rule 904" means Rule 904 promulgated under the Securities
         Act, as such rule may be amended from time to time, or any similar
         successor rule thereto that may be promulgated by the SEC.

                  "SEC" means the United States Securities and Exchange
         Commission, or any other federal agency at the time administering the
         Securities Act.

                  "Securities Act" means the Securities Act of 1933, as amended
         (or any similar successor federal statute), and the rules and
         regulations thereunder, as the same are in effect from time to time.

                  "Underwritten Offering" means a registered offering in which
         securities of the Company are sold to an underwriter for re-offering to
         the public.

                  Section 2. Securities Subject to this Agreement. The
securities entitled to the benefits of this Agreement are the Registrable
Securities but, with respect to any particular Registrable Security, only so
long as such security continues to be a Restricted Security. A Registrable
Security that has ceased to be a Registrable Security cannot thereafter become a
Registrable Security. As used herein, a "Restricted Security" is a Registrable
Security which has not been effectively registered under the Securities Act and
distributed in accordance with an effective Registration Statement or which has

<PAGE>
                                                                               4


not been sold by a Holder pursuant to Rule 144 (except pursuant to a transfer to
any affiliate of such Holder), Rule 903 or Rule 904, unless, in the case of a
Registrable Security distributed pursuant to Rule 903 or Rule 904, any
applicable restricted period has not expired or the SEC or its staff has taken
the position in a published release, ruling or no-action letter that securities
distributed under Rule 903 or Rule 904 are ineligible for resale in the United
States under Section 4(l) of the Securities Act notwithstanding expiration of
the applicable restricted period.

                  Section 3. Demand Registration.

                  (a) Demand. Each Holder shall have the right to deliver one
(1) written notice to the Company to effect the registration (a "Demand
Registration Notice") of all or such portion of the Registrable Securities
consisting of Common Stock held by such Holder as such Holder shall specify and,
from and after 90 days after the date of this Agreement, each Holder shall also
have the right to deliver one (1) Demand Registration Notice in respect of all
or such portion of the Registrable Securities consisting of Preferred Stock held
by such Holder as such Holder shall specify. Within five (5) Business Days after
receipt of any such Demand Registration Notice, the Company shall give written
notice of such proposed registration to all other Holders. Such Holders shall
have the right, by giving written notice (the "Demand Participation Notice") to
the Company within fifteen (15) days after receipt of such notice from the
Company, to elect to have included in such registration such number of shares of
Registrable Securities consisting of Common Stock (if such Demand Registration
Notice was in respect of Registrable Securities consisting of Common Stock) or
Registrable Securities consisting of Preferred Stock (if such Demand
Registration Notice was in respect of Registrable Securities consisting of
Preferred Stock), as applicable, as such Holders may request in such Demand
Participation Notice. A Holder or Holders may, at any time before the applicable
Registration Statement relating to the Demand Registration is declared effective
by the SEC, request that such Holder's Registrable Securities not be included
therein by providing a written notice to that effect to the Company.
Notwithstanding the foregoing, (i) if the managing underwriter or underwriters,
if any, of any such proposed Demand Registration advises the Company and the
Holders that the total amount of Registrable Securities which the Holders
intended to be included in such Demand Registration (whether pursuant to a
Demand Registration Notice, or a Demand Participation Notice, relating to such
Demand Registration) is sufficiently large to adversely affect the success of
such proposed Demand Registration, then the amount of Registrable Securities to
be offered for the accounts of the Holders delivering Demand Participation
Notices shall be reduced pro rata, based upon the aggregate number of
Registrable Securities intended to be included in such Demand Registration by
such Holders, to the extent necessary to reduce the total amount of Registrable
Securities to be included in such proposed Demand Registration to the amount
such managing underwriter or underwriters reasonably and in good faith believe
will not jeopardize the success of such Demand Registration before the
Registrable Securities offered by the Holder delivering the Demand Registration
Notice are so reduced and (ii) the Company shall not be obligated to comply with
more than one (1) Demand Registration Notice received from the Holders during
any calendar quarter.

                  (b) Filing of Registration Statement. Upon receipt of a Demand
Registration Notice, the Company shall use its reasonable best efforts to file,
as expeditiously as possible, but in any event no later than thirty (30) days
after the date of receipt of such Demand Registration Notice by the Company, a
Registration Statement on Form S-3 (or any successor form), or in the case such
Registration Statement is required to be made on Form S-1 or Form S-2 (or any
successor form), no later than sixty (60) days after the date of receipt of such

<PAGE>
                                                                               5


Demand Registration Notice by the Company, covering all Registrable Securities
which the Company has been so requested to register pursuant to such Demand
Registration Notice and any related Demand Participation Notices (the "Demand
Registration").

(c) Effectiveness of Registration Statement. Subject to the provisions of
Sections 6(c) and (d), the Company agrees to use its reasonable best efforts to
(i) cause the Registration Statement relating to any Demand Registration
described in Section 3(a) to become effective as promptly as practicable, and
(ii) thereafter keep each such Registration Statement effective continuously for
the period (the "Registration Period") ending, subject to the second sentence of
Section 5(b) and clauses (3) and (4) of the last sentence of Section 6(c), on
the earlier of (A) the first anniversary of the date such Registration Statement
is declared effective by the SEC and (B) the date on which all Registrable
Securities covered by such Registration Statement have been sold and the
distribution contemplated thereby has been completed.

                  (d) Discretion of Holders.

                  (i) Subject determine whether (A) to proceed with, withdraw
         from or terminate such proposed Demand Registration to the provisions
         of this Agreement, the Holder requesting a Demand Registration shall,
         (B) such Demand Registration will be an Underwritten Offering of the
         Registrable Securities to be sold pursuant to such Demand Registration
         and, if such Demand Registration will be an Underwritten Offering, such
         Holder shall select the investment banker or bankers that will manage
         the offering, provided that such investment banker or bankers shall be
         reasonably satisfactory to the Company and any other Holders
         participating in such Underwritten Offering and (C) to take such
         actions as may be necessary to close the sale of Registrable Securities
         contemplated by such Demand Registration, including without limitation,
         waiving any conditions to closing such sale which have not been
         fulfilled.

                  (ii) In the event that the Holder delivering a Demand
         Registration Notice determines not to proceed with a Demand
         Registration at any time before the Registration Statement with respect
         to such Demand Registration has been declared effective by the SEC, and
         such Holder reimburses the Company for all reasonable fees, costs and
         expenses incurred in connection therewith, then the Demand Registration
         Notice delivered by such Holder shall be deemed null and void and shall
         not constitute a request for a Demand Registration by such Holder under
         Section 3(a); provided, however, that any Holder that determines not to
         proceed with a Demand Registration, as provided immediately above,
         shall not be entitled to deliver a new Demand Registration Notice
         until, at the earliest, the first day of the next calendar quarter
         following the withdrawal of such Holder's prior Demand Registration
         Notice. If the Holder determines not to proceed with a Demand
         Registration (A) at any time at the request of the Company, (B) as a
         result of a Material Adverse Change or (C) because, for any reason
         other than the failure of the selling Holders to comply with any
         covenant or agreement set forth in this Agreement, the Registration
         Statement relating thereto is not declared effective by the SEC within
         one hundred twenty (120) days after the initial filing by the Company
         of such

<PAGE>
                                                                               6


          Registration Statement with the SEC then, in any such case,
         such Holder will not be required to reimburse the Company for the fees,
         costs and expenses incurred in connection with such Demand Registration
         in order to preserve its Demand Registration right under this
         Agreement, and the Demand Registration Notice delivered by such Holder
         shall be deemed null and void and shall not constitute a request for a
         Demand Registration by such Holder under Section 3(a).

                  Section 4. Piggyback Registration. If, during the term of this
Agreement, the Company at any time proposes to file a registration statement
with respect to any class of equity securities, whether (a) for its own account
(other than in connection with (i) a Registration Statement contemplated by
Section 3 or a registration statement on Form S-4 or S-8 (or any successor or
substantially similar form), (ii) an employee stock option, stock purchase or
compensation plan or of securities issued or issuable pursuant to any such plan,
or (iii) a dividend reinvestment plan) or (b) for the account of a holder of
securities of the Company (a "Requesting Securityholder") pursuant to demand
registration rights granted by the Company (other than a Registration Statement
contemplated by Section 3), then the Company shall in each case give written
notice of such proposed filing to all Holders at least fifteen (15) days before
the anticipated filing date of any such registration statement by the Company,
and such notice shall offer to all Holders the opportunity to have any or all of
the Registrable Securities held by such Holders included in such registration
statement. Each Holder of Registrable Securities desiring to have its
Registrable Securities registered under this Section 4 shall so advise the
Company in writing within ten (10) days after the date of receipt of such notice
by such Holder (which request shall set forth the amount of Registrable
Securities of such Holder for which registration is requested), and the Company
shall use its reasonable best efforts to include in such registration statement
all such Registrable Securities so requested to be included therein.
Notwithstanding the foregoing, if the managing underwriter or underwriters, if
any, of any such proposed public offering advises the Company that the total
amount of securities which the Holders of Registrable Securities, the Company
and any other Persons intended to be included in such proposed public offering
is sufficiently large to adversely affect the success of such proposed public
offering, then the amount of Registrable Securities to be offered for the
accounts of the Holders shall be reduced pro rata, based upon the aggregate
number of Registrable Securities intended to be included in such offering by
such Holders, to the extent necessary to reduce the total amount of securities
to be included in such proposed public offering to the amount such managing
underwriter or underwriters reasonably and in good faith believes or believe
will not jeopardize the success of such public offering before the securities
offered by the Company or any Requesting Securityholder, as applicable, are so
reduced. Anything to the contrary in this Agreement notwithstanding, the Company
may withdraw or postpone a Registration Statement referred to in this Section 4
at any time before it becomes effective or withdraw, postpone or terminate the
offering after it becomes effective without obligation to any Holder; provided
that the Company's obligations under Sections 5(a)(ii), 7 and 8 shall remain
effective.

                  Section 5. Registration Procedures.

                  (a) General. In connection with the Company's registration
obligations pursuant to Section 3 and, to the extent applicable, Section 4, the
Company shall:

<PAGE>
                                                                               7


                  (i) prepare and file with the SEC a new Registration Statement
         or such amendments and post-effective amendments to an existing
         Registration Statement as may be necessary to keep such Registration
         Statement effective during the Registration Period (and upon the
         occurrence of any event described in Sections 5(a)(ii), 5(b) or 6(c)
         use its reasonable best efforts to cause such Registration Statement or
         a new Registration Statement to become effective), provided that no
         Registration Statement shall be required to remain in effect after all
         Registrable Securities covered by such Registration Statement have been
         sold and distributed as contemplated by such Registration Statement,
         and, provided further that as soon as practicable, but in no event
         later than five (5) Business Days before filing such Registration
         Statement, any related Prospectus or any amendment or supplement
         thereto, other than any amendment or supplement made solely as a result
         of incorporation by reference of documents filed with the SEC
         subsequent to the filing of such Registration Statement, the Company
         shall furnish to the Holders of the Registrable Securities covered by
         such Registration Statement and each underwriter, if any, copies of all
         such documents proposed to be filed, which documents shall be subject
         to the review of such Holders and each such underwriter;

                  (ii) notify the selling Holders of Registrable Securities and
         each managing underwriter, if any, promptly (A) when a new Registration
         Statement, Prospectus or any Prospectus supplement or post-effective
         amendment has been filed, and, with respect to any new Registration
         Statement or post-effective amendment, when it has become effective,
         (B) of any request by the SEC for amendments or supplements to any
         Registration Statement or Prospectus or for additional information, (C)
         of the issuance by the SEC of any comments with respect to any filing,
         (D) of any stop order suspending the effectiveness of any Registration
         Statement or the initiation of any proceedings for that purpose, (E) of
         any suspension of the qualification of the Registrable Securities for
         sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose and (F) if there is a misstatement or
         omission of a material fact in any Registration Statement, Prospectus
         or any document incorporated therein by reference or if any event
         occurs which requires the making of any changes in any Registration
         Statement, Prospectus or any document incorporated therein by reference
         in order to make the statements therein (in the case of any Prospectus,
         in light of the circumstances under which they were made) not
         misleading;

                  (iii) if reasonably requested by the managing underwriter or
         underwriters or a Holder of Registrable Securities being sold in
         connection with an Underwritten Offering, promptly incorporate in a
         Prospectus supplement or post-effective amendment such information as
         the managing underwriter or underwriters and the Holders of a majority
         of the Registrable Securities being sold in such Underwritten Offering
         agree should be included therein relating to the sale of the
         Registrable Securities, including without limitation, information with
         respect to the aggregate number of shares of Registrable Securities
         being sold to such underwriter or underwriters, the purchase price
         being paid therefor by such underwriter or underwriters and with
         respect to any other terms of the Underwritten Offering of the
         Registrable Securities to be sold in such offering,

<PAGE>
                                                                               8


         and promptly make all required filings of such Prospectus supplement or
         post-effective amendment;

                  (iv) furnish to each selling Holder of Registrable Securities
         and each managing underwriter, if any, without charge, as many
         conformed copies as may reasonably be requested of the then effective
         Registration Statement and any post-effective amendments thereto,
         including financial statements and schedules, all documents
         incorporated therein by reference and all exhibits (including those
         incorporated by reference);

                  (v) deliver to each selling Holder of Registrable Securities
         and each underwriter, if any, without charge, as many copies of the
         then effective Prospectus (including each prospectus subject to
         completion) and any amendments or supplements thereto as such Persons
         may reasonably request;

                  (vi) use its reasonable best efforts to register or qualify,
         or cooperate with the underwriter or underwriters, if any, and their
         counsel in connection with the registration or qualification of, the
         Registrable Securities for offer and sale under the securities or "blue
         sky" laws of such jurisdictions as any selling Holder of Registrable
         Securities or underwriter reasonably requests in writing; provided,
         however, that the Company will not be required to (A) qualify to do
         business in any jurisdiction where it would not otherwise be required
         to qualify, but for this paragraph (vi), (B) subject itself to general
         taxation in any such jurisdiction or (C) file a general consent to
         service of process in any such jurisdiction;

                  (vii) cooperate with the selling Holders of Registrable
         Securities and the managing underwriter or underwriters, if any, to
         facilitate the timely preparation and delivery of certificates
         representing Registrable Securities to be sold and not bearing any
         restrictive legends; and enable such Registrable Securities to be in
         such denominations and registered in such names as the managing
         underwriter or underwriters may request at least two (2) Business Days
         prior to any sale of Registrable Securities to the underwriter or
         underwriters;

                  (viii) cause all Registrable Securities covered by the
         Registration Statement to be listed on each securities exchange (or
         quotation system operated by a national securities association) on
         which identical securities issued by the Company are then listed and
         enter into customary agreements including, if necessary, a listing
         application and indemnification agreement in customary form, and
         provide a transfer agent for such Registrable Securities no later than
         the effective date of such Registration Statement;

                  (ix) otherwise use its reasonable best efforts to comply in
         all material respects with all applicable rules and regulations of the
         SEC relating to such registration and the distribution of the
         securities being offered and make generally available to its securities
         holders earnings statements satisfying the provisions of Section 11(a)
         of the Securities Act;

                  (x) use its reasonable best efforts to make any filings
         required to be made with the New York Stock Exchange;

<PAGE>
                                                                               9


                  (xi) subject to the proviso in paragraph (vi) above, cause the
         Registrable Securities covered by the Registration Statement to be
         registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable the seller or sellers thereof
         or the underwriter or underwriters, if any, to consummate the
         disposition of such Registrable Securities (other than as may be
         required by (x) the governmental agencies or authorities of any foreign
         jurisdiction and (y) a law applicable to a selling Holder by reason of
         its own activities or business other than the sale of Registrable
         Securities); provided, however, that, in connection with any offering
         of Registrable Securities, the Company shall not be obligated to
         register for sale or sell any Registrable Securities in any foreign
         jurisdiction;

                  (xii) in connection with any Underwritten Offering of
         Registrable Securities, enter into an underwriting agreement containing
         representations and warranties, covenants, conditions and
         indemnification provisions customary in underwritten offerings and take
         all such other actions as are reasonably requested by the managing
         underwriter or underwriters in order to expedite or facilitate the
         registration or disposition of such Registrable Securities in such
         Underwritten Offering;

                  (xiii) give the Holders of Registrable Securities being sold,
         the underwriter or underwriters, if any, participating in any such
         disposition of Registrable Securities and their respective counsel and
         any accountant retained by such Holders or underwriter or underwriters
         such access to its books and records and such opportunities to discuss
         the business and financial condition of the Company with its officers
         and accountants as shall be necessary to enable them to conduct a
         reasonable investigation within the meaning of the Securities Act, and
         give such Holders or underwriters a reasonable opportunity to review
         the Registration Statement and any amendment or supplement thereof
         before filing any thereof;

                  (xiv) deliver to each Holder participating in any Registration
         Statement not filed on Form S-3 under the Securities Act, a copy of the
         "comfort" letter or letters, or any updates thereof according to
         customary practice, of the independent certified public accountants who
         have certified the Company's financial statements included in such
         Registration Statement covering substantially the same matters with
         respect to such Registration Statement (including the Prospectus) and
         with respect to events subsequent to the date of the Company's
         financial statements as are customarily covered in accountants' letters
         delivered to underwriters in underwritten public offerings of
         securities, and the Company will use its reasonable best efforts to
         cause such "comfort" letters to be addressed to such Holders; and

                  (xv) deliver to the Holders and any underwriters participating
         in any registered offering not filed on Form S-3 under the Securities
         Act an opinion and any updates thereof of outside counsel to the
         Company covering substantially the same matters as are customarily
         covered in opinions of issuer's counsel delivered to underwriters in
         underwritten public offerings of securities, addressed to each of such

<PAGE>
                                                                              10


         Holders and underwriters participating in such offering and dated the
         closing date thereof.

                  As a condition precedent to the participation in any
registration hereunder, the Company may require each seller of Registrable
Securities as to which any such registration is being effected to furnish to the
Company such information regarding such seller and the distribution of such
Registrable Securities as the Company may from time to time reasonably request
to comply with the applicable provisions of the Securities Act.

                  (b) Each Holder of Registrable Securities agrees by
acquisition of such Registrable Securities that, upon receipt of any notice from
the Company of the occurrence of any event of the kind described in Section
5(a)(ii)(D), (E) or (F), such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the then current Prospectus until such Holder
(i) is advised in writing by the Company that a new Registration Statement
covering the offer of Registrable Securities has become effective under the
Securities Act, (ii) receives copies of any required supplemented or amended
Prospectus, or (iii) is advised in writing by the Company that the use of the
Prospectus may be resumed. If the Company shall have given any such notice
during a period when a Demand Registration is in effect, the Company shall
extend the period during which such Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during which any such
disposition of Registrable Securities is discontinued pursuant to this Section
5(b). If reasonably requested by the Company, upon the occurrence of such event,
each Holder will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice.

                  Section 6. Holdback Agreements.

                  (a) Hold-Back Election. In the case of the registration of any
underwritten primary offering initiated by the Company (other than any
registration by the Company on Form S-4 or Form S-8 (or any successor or
substantially similar form), and other than inconnection with (i) an employee
stock option, stock purchase or compensation plan or of securities issued or
issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any
underwritten secondary offering initiated at the request of a holder of
securities of the Company pursuant to registration rights granted by the Company
prior to the date of this Agreement, each Holder agrees that if such Holder is
reasonably requested to do so by the managing underwriter or underwriters, then
such Holder shall not effect any public sale or distribution of Registrable
Securities of the Company, except as part of such underwritten registration,
during the period beginning thirty (30) days prior to the closing date of such
underwritten offering and ending ninety (90) days after such closing date.

                  (b) Restrictions on Sale. The Company covenants and agrees
that (i) it shall not, and that it shall not cause or permit any of its
subsidiaries to, effect any public sale or distribution of any securities of the
same class as the Registrable Securities or any securities convertible into or
exchangeable or exercisable for such securities (or any option or other right
for such securities) during the thirty (30) day period prior to, and during the
ninety (90) day period beginning on, the commencement of any underwritten
offering of Registrable Securities pursuant to a Demand Registration unless the
Company agrees to include in any such public sale or distribution of securities
all of the Registrable Securities otherwise to be included in such


<PAGE>
                                                                              11


underwritten offering of Registrable Securities pursuant to such Demand
Registration, (ii) the Company will not, and the Company will not cause or
permit any subsidiary of the Company to, after the date of this Agreement, enter
into any agreement or contract that (A) would allow any holder or prospective
holder of securities of the Company to include such securities in any
registration statement filed by the Company to the exclusion of Registrable
Securities that any Holder desires to include in any such offering or (b)
conflicts with or limits or prohibits the full and timely exercise by the
Holders of the rights herein to deliver a Demand Registration Notice and effect
a Demand Registration or to join in any Registration Statement as contemplated
by Section 4 hereof and (iii) it shall use its reasonable best efforts to secure
the written agreement of each of its executive officers, directors and any
holders of 10% or more of the Company's then outstanding Common Stock to not
effect any public sale or distribution of any securities of the same class as
the Registrable Securities (or any securities convertible into or exchangeable
or exercisable for any such securities), or any option or right for such
securities during the period described in clause (i) above.

                  (c) Material Development Condition. With respect to any
Registration Statement filed or to be filed pursuant to Section 3, if the board
of directors of the Company determines that, in its good faith judgment, (i) it
would (because of the existence of, or in reasonable anticipation of, any
acquisition or corporate reorganization or other transaction, financing
activity, stock repurchase or other development involving the Company or any
subsidiary, or the unavailability for reasons substantially beyond the Company's
control of any required financial statements, or any other event or condition of
similar significance to the Company or any subsidiary for purposes of disclosure
to the stockholders or potential investors of the Company) be materially
disadvantageous (a "Material Development Condition") to the Company or any
subsidiary or its stockholders for such Material Development Condition to be
publicly disclosed, and (ii) the Company reasonably believes it would be
required under the Securities Act to disclose such Material Development
Condition in such Registration Statement, then the Company shall,
notwithstanding any other provisions of this Agreement, be entitled, upon the
giving of a written notice that a Material Development Condition has occurred (a
"Delay Notice") to any Holder of Registrable Securities included or to be
included in such Registration Statement, (A) to cause sales of Registrable
Securities by such Holder pursuant to such Registration Statement to cease, (B)
to cause such Registration Statement to be withdrawn and the effectiveness of
such Registration Statement terminated, or (C) in the event no such Registration
Statement has yet been filed or declared effective, to delay filing or
effectiveness of any such Registration Statement (but not the Company's
obligation to expeditiously prepare) until, in any such case, such Material
Development Condition shall be disclosed or in the good faith judgment of the
board of directors of the Company, such Material Development Condition no longer
exists (in either case, notice of which the Company shall promptly deliver to
the Holders of Registrable Securities included or to be included in such
Registration Statement). Notwithstanding the foregoing provisions of this
Section 6(c): (1) the Company shall not be entitled to cause sales of
Registrable Securities to cease or to delay any registration of Registrable
Securities required pursuant to Section 3 by reason of any existing or
anticipated Material Development Condition if at the time any other registration
statement of the Company is then in effect under the Securities Act (the "Other
Registration Statement") and the Company has a contractual right to cause
selling stockholders to cease sales pursuant thereto or to withdraw the
effectiveness of the Other Registration Statement and fails to do so, unless
either such right arises out of a misstatement, omission or event that is
applicable only to the Registration Statement and not to the Other Registration
Statement; (2) in no event may such

<PAGE>
                                                                              12


cessation or delay (A) be, for each such Registration Statement, for a period of
more than forty-five (45) consecutive days from the giving of its Delay Notice
to a Holder or Holders with respect to such Material Development Condition, as
provided above, or (B) for each such Registration Statement, exceed in the
aggregate one hundred twenty (120) days in any consecutive three hundred
sixty-five (365) day period; (3) in the event a Registration Statement is filed
and subsequently withdrawn by reason of any existing or anticipated Material
Development Condition as provided in this sentence, the Company shall cause a
new Registration Statement covering the Registrable Securities to be filed with
the SEC as soon as practicable after such Material Development Condition expires
or, if sooner, as soon as practicable after the expiration of the forty-five
(45) day period referred to in the foregoing clause (2), and the Registration
Period for such new Registration Statement shall be the greater of sixty (60)
days or the number of days that remained in such Registration Period with
respect to the withdrawn Registration Statement at the time it was withdrawn;
and (4) in the event the Company elects not to withdraw or terminate the
effectiveness of any such Registration Statement but to cause a Holder or
Holders to refrain from selling Registrable Securities for any period during the
Registration Period, the Registration Period with respect to such Holders shall
be extended by the number of days during the Registration Period that such
Holders are required to refrain from selling Registrable Securities.

                  (d) Limitation on Demand and Piggyback Registration Rights.
Notwithstanding anything to the contrary contained in this Agreement, when, in
the written opinion of counsel for the Company (which counsel shall be
experienced in securities law matters and reasonably acceptable to the Holders)
addressed and delivered to the Holders, registration of the Registrable
Securities is not required by the Securities Act and other applicable securities
laws in connection with a proposed sale of such Registrable Securities and that
all Registrable Securities then held by each Holder can be sold within a
three-month period commencing on the date of such opinion in a transaction or
transactions exempt from the registration requirements of the Securities Act,
the Holders shall have no rights pursuant to Sections 3 and 4 to request a
Demand Registration or a piggyback registration in connection with such proposed
sale and the Company shall promptly provide to the transfer agent and each
Holder's broker in connection with any sale transaction an opinion as to the
matters set forth in this paragraph, reasonably sufficient in form and substance
to permit the transfer agent to issue stock certificates for such Registrable
Securities without any legend restricting transfer thereof.

                  Section 7. Registration Expenses. All expenses incident to the
Company's performance of or compliance with this Agreement, including without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or "blue sky" laws (including reasonable fees and disbursements
of counsel in connection with "blue sky" qualifications or registrations (or the
obtaining of exemptions therefrom) of the Registrable Securities), printing
expenses (including expenses of printing Prospectuses), messenger and delivery
expenses, internal expenses (including without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
fees and disbursements of its counsel and its independent certified public
accountants (including without limitation, with respect to "comfort" letters and
opinions), the reasonable fees and disbursements of a single counsel selected by
the Holder delivering the applicable Demand Registration Notice (or the Holders
of a majority of the Registrable Securities proposed to be included in any
Registration Statement pursuant to Section 4), securities acts liability
insurance (if the Company elects to obtain such insurance), fees and expenses of
any special experts retained by the Company in connection with any registration

<PAGE>
                                                                              13


hereunder and fees and expenses of other Persons retained by the Company, shall
be borne by the Company, provided that the Company shall not be obligated to pay
underwriting discounts, commissions or fees attributable to the sale of the
Registrable Securities.

                  Section 8. Indemnification.

                  (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, but without
duplication, each Holder of Registrable Securities, and each Person who controls
such Holder (within the meaning of the Securities Act), against all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation and reasonable legal fees and expenses) resulting from any untrue
statement of a material fact in, or any omission of a material fact required to
be stated in, any Registration Statement or Prospectus or necessary to make the
statements therein (in the case of a Prospectus in light of the circumstances
under which they were made) not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by
any Holder or any underwriters expressly for use therein or by such Holder's
failure to deliver, or its underwriter's or other agent's failure to deliver, a
copy of the Registration Statement or prospectus or any amendments or
supplements thereto after the Company has furnished each Holder with the
requested number of copies of the same. The Company will also indemnify
underwriters participating in the distribution, their officers, directors,
employees, partners and agents, and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
with respect to the indemnification of the Holders of Registrable Securities, if
so requested.

                  (b) Indemnification by Holders of Registrable Securities. In
connection with any Registration Statement in which a Holder of Registrable
Securities is participating, each such Holder will furnish to the Company in
writing such information and affidavits relating to such Holder as the Company
reasonably requests for use in connection with any such Registration Statement
or Prospectus and agrees to indemnify and hold harmless, to the full extent
permitted by law, but without duplication, the Company, its officers, directors,
stockholders, employees, advisors and agents, and each Person who controls the
Company (within the meaning of the Securities Act), against all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation
and reasonable legal fees and expenses) resulting from any untrue statement of
material fact in, or any omission of a material fact required to be stated in,
the Registration Statement or Prospectus or necessary to make the statements
therein (in the case of a Prospectus in light of the circumstances under which
they were made) not misleading, to the extent, but only to the extent, that such
untrue statement or omission is contained in any information or affidavit
relating to such Holder so furnished in writing by such Holder to the Company
specifically for inclusion therein. The Company and the other Persons described
above shall be entitled to receive indemnities from underwriters participating
in the distribution, to the same extent as provided above with respect to
information so furnished in writing by such Persons specifically for inclusion
in any Prospectus or Registration Statement. In no event shall any participating
Holder have an obligation to indemnify any Person pursuant to this Section 8(b)
for any amount in excess of the net proceeds received by such Holder from the
Registrable Securities offered and sold by such Holder pursuant to such
Registration Statement.

                  (c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim


<PAGE>
                                                                              14


with respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel of such indemnifying
party's choice and reasonably satisfactory to the indemnified party; provided,
however, that the failure to notify the indemnifying party shall not relieve the
indemnifying party of any liability that it may have to the indemnified party
hereunder, except to the extent that the substantive rights or defenses of the
indemnifying party are prejudiced by reason of such failure; provided, further,
that any Person entitled to indemnification hereunder shall have the right to
employ separate counsel and to participate in (but not control) the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such indemnified Person unless (1) the indemnifying party shall have failed to
assume the defense of such claim and employ counsel reasonably satisfactory to
the indemnified party in a timely manner or (2) in the reasonable judgment of
any such Person, based upon a written opinion of its counsel, a conflict of
interest may exist between such Person and the indemnifying party with respect
to such claims (in which case, if the Person notifies the indemnifying party in
writing that such Person elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such claim on behalf of such Person). The indemnifying party will
not be subject to any liability for any settlement made without its consent. No
indemnifying party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld or delayed), effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party unless such settlement includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action. An indemnifying party who is
not entitled to, or elects not to, assume the defense of the claim will not be
obligated to pay the fees and expenses of more than one counsel (except one (1)
local counsel in each applicable jurisdiction if reasonably required in any
specific instance) for all parties indemnified by such indemnifying party with
respect to such claim.

                  (d) Contribution. If for any reason the indemnification
provided for in Section 8(a) or Section 8(b) is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated thereby, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, and the indemnified party, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement or the omission or
alleged omission relates to information supplied by the indemnifying party or
parties on the one hand, or the indemnified party or parties on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company
and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in this Section 8. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities
referred to in this Section 8 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentations. In no event shall any participating Holder be required to
contribute any amount in excess of the net proceeds received by such Holder from

<PAGE>
                                                                              15


the Registrable Securities offered and sold by such Holder pursuant to the
applicable Registration Statement.

                  Section 9. Amendments and Waivers. The provisions of this
Agreement, including the provisions of this Section 9, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of a majority of the Registrable Securities then outstanding,
provided, however, that no such waiver and no such amendment, supplement or
modification shall (a) adversely affect the rights of a Holder under Section 3
or Section 4 or (b) amend, modify or waive any provision of Section 5 in any
material respect or this Section 9, in each case without the written consent of
each Holder. Any such waiver and any such amendment, modification or supplement
shall apply equally to each of the Holders and the Company. Notwithstanding the
foregoing, a waiver or consent to departures from the provisions hereof that
relates exclusively to the rights of Holders whose Registrable Securities are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of
Registrable Securities may be given by the Holders of not less than a majority
of the Registrable Securities proposed to be sold by such Holders pursuant to
such Registration Statement.

                  Section 10. Term of Agreement; Survival of Indemnification.
This Agreement may be terminated at any time by a written instrument signed by
Holders of all of the Registrable Securities then outstanding. Unless sooner
terminated in accordance with the preceding sentence, this Agreement shall
terminate in its entirety on such date as there shall be no Registrable
Securities outstanding. The indemnification provisions contained in Section 8
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified Person and shall survive the transfer of the
Registrable Securities and termination of this Agreement.

                  Section 11. Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telecopier, or air-courier guaranteeing overnight
delivery:

                  (a) If to a Holder of Registrable Securities, at the most
current address given by such Holder to the Company, in accordance with the
provisions of this Section 11, which address initially is, with respect to each
Holder set forth on the signature page executed by such Holder, with a copy to
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017,
attention: Steve Fuhrman, Esq., telecopy: (212) 455-2502.

                  (b) If to the Company, initially at 2381 Executive Center
Drive, Boca Raton, Florida 33431, attention: General Counsel, telecopy: (561)
912-4612 and thereafter at such other address as may be designated from time to
time by notice given in accordance with the provisions of this Section 11, with
a copy to Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York,
New York 10036, attention: Joseph Halliday, Esq., telecopy: (917) 777-3260.

                  (c) All such notices and other communications shall be deemed
to have been delivered and received (i) in the case of personal delivery or
telecopier, on the date of such delivery, (ii) in the case of air courier, on
the Business Day after the date when sent and (iii) in the case of mailing, on
the third Business Day following such mailing.

<PAGE>
                                                                              16


                  Section 12. Counterparts. This Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

                  Section 13. Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  Section 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

                  Section 15. Jurisdiction; Forum. Each party hereto consents
and submits to the jurisdiction of any state court sitting in the County of New
York or federal court sitting in the Southern District of the State of New York
in connection with any dispute arising out of or relating to this Agreement.
Each party hereto waives any objection to the laying of venue in such courts and
any claim that any such action has been brought in an inconvenient forum. To the
extent permitted by law, any judgment in respect of a dispute arising out of or
relating to this Agreement may be enforced in any other jurisdiction within or
outside the United States by suit on the judgment, a certified copy of such
judgment being conclusive evidence of the fact and amount of such judgment. Each
party hereto agrees that personal service of process may be effected by any of
the means specified in Section 11, addressed to such party. The foregoing shall
not limit the rights of any party to serve process in any other manner permitted
by law.

                  Section 16. Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and enforce
ability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  Section 17. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties hereto, including without limitation and without the need for an express
assignment to, any subsequent Holder of the Registrable Securities.

                  Section 18. Entire Agreement. This Agreement is intended by
the parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

<PAGE>
                                                                              17



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                                          SUNBEAM CORPORATION



                                          By:_________________________________
                                                Name:
                                                Title:


                                          HOLDERS:

                                          MORGAN STANLEY SENIOR FUNDING, INC.



                                          By:
                                          Name:
                                          Title:

                                          Address:

                                          1585 Broadway
                                          New York, New York  10036
                                          Attention:  Michael Petrick
                                          Telecopy:  212-761-0713


                                          BANK OF AMERICA, N.A.



                                          By:
                                                Name:
                                                Title:

                         Address:

                                          335 Madison Avenue
                                          New York, New York  10017
                                          Attention:  Peter Wheelock
                                          Telecopy:  212-503-7080

<PAGE>
                                                                              18




                                          FIRST UNION NATIONAL BANK



                                          By:
                                                Name:
                                                Title:

                         Address:

                                          One First Union Center
                                          301 South College Street, DC-5
                                          Charlotte, North Carolina  28288-0737
                                          Attention:  Thomas Molitor
                                          Telecopy:  704-374-3300