AMENDMENT NO. 13 TO CREDIT AGREEMENT



                  AMENDMENT NO. 13, CONSENT AND AGREEMENT (this "Amendment"),
dated as of September 29, 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, pursuant to Section 16(c) of Amendment No. 12, the
Parent and the Subsidiary Borrower agreed, upon the request of the Required
Lenders, to amend the Credit Agreement and the other Loan Documents to change
the relative priority of the obligations under the Credit Agreement and the
other Loan Documents in respect of the Supplemental Revolving Loans, the Term
Loans, the Revolving Loans and any Letters of Credit, which obligations are held
by the Lenders as of the date hereof in the same respective Applicable
Percentages as on the Effective Date;

                  WHEREAS, the Parent and the Subsidiary Borrower have requested
that the Administrative Agent and the Lenders agree to consent to permit certain
Indebtedness under Section 6.01(h) of the Credit Agreement, without reducing the
aggregate amount of Indebtedness permitted thereunder;

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

                  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 has the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall, after this Amendment becomes
effective, refer to the Credit Agreement as amended hereby. Except as herein
specifically waived or amended, all terms and provisions of the Credit Agreement
shall remain in full force

<PAGE>

and effect and shall be performed by the parties thereto according to its 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 such other modification, amendment or waiver of the Credit
Agreement or any other Loan Document, including without limitation, any
modification, amendment or waiver for any other date or time period or in
connection with any other transaction.

                  SECTION 2. Deletion and Addition of Certain Defined Terms.
Section 1.01 of the Credit Agreement is amended:

                  (a) to delete in its entirety the defined term "Maturity Date"
in such Section; and

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

                           ""Amendment No. 13" means Amendment No. 13, Consent
                  and Agreement, dated as of September 29, 2000, to and under
                  this Agreement.

                           "Maturity Date" means (i) with respect to the
                  Supplemental Revolving Loans, December 31, 2000, (ii) with
                  respect to the Revolving Loans, March 31, 2005, (iii) with
                  respect to the Tranche A Term Loans, September 30, 2004 and
                  (iv) with respect to the Tranche B Term Loans, September 30,
                  2006.

                           "Thirteenth Amendment Effective Date" means the
                  Amendment Effective Date under and as defined in Amendment No.
                  13.".

                  SECTION 3. Commitments. Section 2.01 of the Credit Agreement
is amended to add immediately after paragraph (d) in such Section the following
new paragraph (e):

                           "(e) Conversion of Tranche A Term Loans. On the
                  Thirteenth Amendment Effective Date, $91,172,337.55 of the
                  outstanding principal amount of the Tranche A Term Loans
                  (representing amounts otherwise payable on September 30, 2004
                  and March 31, 2005 prior to giving effect to Amendment No. 13)
                  shall be converted into, and shall be deemed to be, Tranche B
                  Term Loans hereunder and each Lender shall be deemed to have
                  made a Tranche B Term Loan in an additional amount equal to
                  its Applicable Percentage (based upon its Tranche A Term
                  Loans) of such amount of Tranche A Term Loans being converted
                  into Tranche B Term Loans.".

                  SECTION 4. Repayment. Section 2.09(a) of the Credit Agreement
is amended:

                  (a) to replace the amortization schedule in such Section with
a new amortization schedule as follows:

                                       2
<PAGE>
<TABLE>
<CAPTION>


                                          Tranche A                Tranche B
                  Date                Term Loans Amount         Term Loans Amount

<S>                            <C>                          <C>
     November 30, 2000         $            19,051,250      $                  0

     April 10, 2001            $           127,000,000      $         50,000,000

     September 30, 2001        $            69,250,000      $                  0

     March 31, 2002            $            69,250,000      $                  0

     September 30, 2002        $            69,250,000      $                  0

     March 31, 2003            $            69,250,000      $                  0

     September 30, 2003        $            69,250,000      $                  0

     March 31, 2004            $            69,250,000      $                  0

     September 30, 2004        $            69,250,000      $                  0

     March 31, 2005            $                     0      $         68,250,000

     September 30, 2005        $                     0      $        157,500,000

     March 31, 2006            $                     0      $        157,500,000

     September 30, 2006        $                     0      $        150,000,000
; and
</TABLE>

                  (b) to delete in their entirety the provisos at the end of
such Section.

                  SECTION 5. Prepayment and Reduction. Section 2.09(b) of the
Credit Agreement is amended:

                  (a) to replace the phrase "Term Loans (or, if Term Commitments
are outstanding, the Term Commitments shall be reduced until the Term
Commitments have been reduced to zero)" in each of clauses (i)(x)(2) and (ii) in
such Section with the phrase "Loans in accordance with the clause (iv) below";

                  (b) to replace the reference to "Term Loans" in clause (i)(y)
in such Section with a reference to "Loans in accordance with clause (iv)
below"; and

                  (c) to replace paragraph (iv) in such Section with a new
paragraph (iv) as follows:


                           "(iv) The amount of any repayment of the Loans made
                  pursuant to clauses (i) and (ii) of this paragraph shall be
                  applied (A) first, to the scheduled repayment of the Tranche A
                  Term Loans due on November 30, 2000 to be made by the
                  Borrowers pursuant to paragraph (a) of this Section, (B)
                  second, to prepay the Revolving Loans (but not reduce the
                  Revolving Commitments) in an amount equal to $8,500,000; the
                  amount of any such prepayment of the Revolving Loans

                                       3
<PAGE>

                  shall create a reserve under the Revolving Commitments to be
                  borrowed only to pay on November 30, 2000 the amount of the
                  Fifth Amendment Fee due on November 30, 2000 pursuant to
                  Section 2.11(d), (C) third, in the case of any prepayment made
                  pursuant to clause (i)(x)(1) of this paragraph only, to prepay
                  an amount of up to $25,000,000 of the Revolving Loans (but not
                  reduce the Revolving Commitments), (D) fourth, (I) first, to
                  the scheduled repayment of the Tranche A Term Loans due on
                  April 10, 2001 to be made by the Borrowers pursuant to
                  paragraph (a) of this Section and (II) second, to the
                  scheduled repayment of the Tranche B Term Loans due on April
                  10, 2001 to be made by the Borrowers pursuant to paragraph (a)
                  of this Section, (E) fifth, to the Tranche A Term Loans to
                  reduce ratably the amount of all remaining scheduled
                  repayments thereof due after April 10, 2001 to be made by the
                  Borrowers pursuant to paragraph (a) of this Section until paid
                  in full, (F) sixth, (I) first, to the prepayment of all
                  outstanding Revolving Loans, and the corresponding permanent
                  reduction of the Revolving Commitments to the extent of such
                  prepayment, until paid in full, (II) second, to the repayment
                  of all unreimbursed LC Disbursements, plus any accrued and
                  unpaid interest thereon, and the corresponding permanent
                  reduction of the Revolving Commitments to the extent of such
                  repayment, until paid in full, and (III) third, to the deposit
                  in the LC Reimbursement Account, in the manner set forth in
                  Section 2.04(j), of an amount in cash equal to any remaining
                  LC Exposure then outstanding, and the corresponding permanent
                  reduction of the Revolving Commitments to the extent of such
                  cash deposit, until such cash deposit equals the amount of
                  such remaining LC Exposure outstanding; provided that if after
                  giving effect to any repayment, and permanent reduction of the
                  Revolving Commitments, required under this clause (F), there
                  remains unused Revolving Commitments, the amount of such
                  unused Revolving Commitments shall remain in effect and any
                  additional amounts available for application pursuant hereto
                  shall be applied in accordance with clauses (G) and (H) below,
                  as applicable, (G) seventh, to the Tranche B Term Loans in the
                  direct order of maturity of each subsequent scheduled
                  repayment thereof through and including the repayment due on
                  March 31, 2005 to be made by the Borrowers pursuant to
                  paragraph (a) of this Section, and (H) eighth, to the Tranche
                  B Term Loans to reduce ratably the amount of all remaining
                  scheduled repayments thereof due after March 31, 2005 to be
                  made by the Borrowers pursuant to paragraph (a) of this
                  Section until paid in full.".

                  SECTION 6. Prepayments of Revolving Loans. Paragraph (d) of
Section 2.09 of the Credit Agreement is amended to replace such paragraph with a
new paragraph (d) as follows:

                           "(d) Prepayments of Revolving Loans. The Parent shall
                  repay or cause the Subsidiary Borrower to repay the Revolving
                  Loans (i) (but shall not be required to reduce the Revolving
                  Commitments) on each Business Day to the extent that funds on
                  deposit in the Concentration Account exceed $15,000,000 and
                  (ii) as set forth in Section 2.09(b)(iv) above.".

                  SECTION 7. Optional Prepayment of the Loans. Section 2.10 of
the Credit Agreement is amended:

                                       4
<PAGE>

                  (a) to add immediately before the period at the end of
paragraph (a) in such Section the following:

                  "provided that no Borrower shall prepay the Tranche B Term
                  Loans at any time prior to the repayment in full of (i) the
                  Supplemental Revolving Loans, and the termination of the
                  Supplemental Revolving Commitments, (ii) the Revolving Loans,
                  the reimbursement of all outstanding LC Disbursements, the
                  cash collateralization of the LC Exposure and the termination
                  of the Revolving Commitments and (iii) the Tranche A Term
                  Loans."; and

                  (b) to replace paragraph (c) in such Section with a new
paragraph (c) as follows:

                           "(c) The amount of any prepayment of the Tranche A
                  Term Loans or the Tranche B Term Loans, as the case may be,
                  made by a Borrower pursuant to this Section shall be applied
                  to reduce the amount of each subsequent scheduled repayment of
                  the Tranche A Term Loans or the Tranche B Term Loans, as the
                  case may be, in order of maturity to be made by the Borrower
                  pursuant to Section 2.09(a).".

                  SECTION 8. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. Paragraph (b) of Section 2.17 of the Credit Agreement is amended to
replace such paragraph with a new paragraph (b) as follows:


                           "(b) If at any time insufficient funds are received
                  by and available to the Administrative Agent to pay fully all
                  amounts of (i) any fee (other than the Fifth Amendment Fee),
                  principal, unreimbursed LC Disbursements, interest and fees
                  then due hereunder, such funds shall be applied (A) first,
                  towards payment of interest and fees then due hereunder on
                  account of the Supplemental Revolving Loans, the Revolving
                  Loans and the Tranche A Term Loans, ratably among the parties
                  entitled thereto in accordance with the amounts of interest
                  and fees then due such parties until paid in full, (B) second,
                  towards payment of principal and unreimbursed LC Disbursements
                  then due hereunder on account of the Supplemental Revolving
                  Loans, the Revolving Loans and the Tranche A Term Loans,
                  ratably among the parties entitled thereto in accordance with
                  the amounts of principal and unreimbursed LC Disbursements
                  then due such parties until paid in full, (C) third, towards
                  payment of interest and fees then due hereunder on account of
                  the Tranche B Term Loans, ratably among the parties entitled
                  thereto in accordance with the amounts of interest and fees
                  then due such parties until paid in full and (D) fourth,
                  towards payment of principal then due hereunder on account of
                  the Tranche B Term Loans, ratably among the parties entitled
                  thereto in accordance with the amounts of principal then due
                  such parties until paid in full and (ii) the Fifth Amendment
                  Fee then due hereunder, such funds shall be applied toward
                  payment of the Fifth Amendment Fee then due hereunder ratably
                  among the parties entitled thereto in accordance with the
                  amounts of the Fifth Amendment Fee then due such parties until
                  paid in full; provided, however, that if

                                       5
<PAGE>

                  the Fifth Amendment Fee and any other amounts of principal,
                  interest and other fees become payable hereunder and
                  insufficient funds are received by and available to the
                  Administrative Agent to pay fully the Fifth Amendment Fee and
                  all such amounts then due, such funds shall be applied first
                  to the Fifth Amendment Fee in accordance with the foregoing
                  clause (ii) and second, in the order of priorities set forth
                  in the foregoing clause (i).".

                  SECTION 9. Consent under Section 6.01 (Indebtedness) of the
Credit Agreement. The Lenders hereby consent under Section 6.01(h) of the Credit
Agreement that the $5,000,000 of Indebtedness permitted thereunder shall not be
reduced on account of Indebtedness in an aggregate amount not to exceed
$1,300,000 to Henry C. Belkin or his Affiliates.

                  SECTION 10. Further Assurances Agreements. (a) As soon as
practicable, but no later than October 31, 2000 (or such later date as the
Administrative Agent may agree) the Parent shall have executed and delivered,
and shall have caused the Subsidiary Guarantors to execute and deliver, such
amendments or supplements to the Collateral Documents and such other agreements,
opinions, instruments and documents, in each case in form and substance
reasonably satisfactory to the Administrative Agent and the Parent, as the
Administrative Agent shall reasonably request to give effect to, among other
things, the grant of the second priority Lien on substantially all of the assets
of the Parent and the Subsidiary Guarantors to secure the obligations in respect
of the Tranche B Term Loans pursuant to the Omnibus Amendment to Collateral
Documents referred to below.

                  (b) Notwithstanding anything to the contrary contained in
Section 10.02 of the Credit Agreement, at the request of the Required Tranche A
Lenders (as defined below), the Company shall promptly execute an amendment to
the Credit Agreement, and the Company and the Subsidiary Guarantors shall
promptly execute amendments of the applicable Loan Documents, in each case in
form and substance reasonably satisfactory to the Administrative Agent and the
Company, in order to restore the relative priority of the obligations under the
Credit Agreement and the other Loan Documents to that in effect prior to giving
effect to this Amendment, including without limitation, Section 11 hereof. For
purposes of this paragraph (b), "Required Tranche A Lenders" means, at any time,
Lenders having in the aggregate at least 51% of the sum of (i) Revolving Credit
Exposures and unused Revolving Commitments at such time, (ii) Supplemental
Revolving Credit Exposures and unused Supplemental Revolving Commitments at such
time and (iii) the principal amount of Tranche A Term Loans and unused Tranche A
Term Commitments at such time.

                  SECTION 11. Interest Payment Agreements. Notwithstanding
anything to the contrary contained in the Credit Agreement (and the Credit
Agreement shall be deemed amended as follows):

                  (a) The Parent shall include in the monthly reporting package
delivered to the Lenders pursuant to Section 5.02(A) of the Credit Agreement,
commencing with the monthly reporting package to be delivered by the Parent on
or before October 30, 2000, (i) a calculation (together with supporting detail)
showing the ratio (the "Interest Payment Ratio") of (A) Consolidated EBITDA
(calculated in accordance with Section 6.15 of the Credit Agreement) for

                                       6
<PAGE>

the twelve month period ending on the last day of the month which is the subject
of such monthly reporting package to (B) the aggregate amount of all payments
made in cash during such twelve month period on account of interest accrued on
the Loans and (ii) a list of the Interest Payment Dates in respect of the
Tranche B Term Loans to occur during the 60-day period immediately following the
date of delivery of such monthly reporting package. Any failure of the Parent to
perform the covenant contained in this paragraph (a) shall constitute a Default
under Section 5.02 of the Credit Agreement.

                  (b) If the Interest Payment Ratio set forth in a monthly
reporting package is less than a ratio of 1:1 (or if the Parent fails to deliver
such monthly reporting package or to include therein the calculation and
information required pursuant to paragraph (a) above), the Tranche A Lenders (as
defined below) may direct the Administrative Agent to deliver written notice (an
"Interest Deferral Notice") to the Parent that interest otherwise payable in
cash on any or all subsequent Interest Payment Dates (to be specified in such
Interest Deferral Notice) in respect of the Tranche B Term Loans shall be
deferred and shall not become payable in cash by the Parent until the earlier of
(i) the maturity of the Tranche B Term Loans, whether stated maturity, by
acceleration or otherwise and (ii) the first Interest Payment Date in respect of
the Tranche B Term Loans to occur after (A) delivery of a monthly reporting
package pursuant to Section 5.02 (A) of the Credit Agreement that shows that the
Interest Payment Ratio is greater than 1:1 or (B) the Administrative Agent
delivers written notice (an "Interest Deferral Waiver Notice") to the Parent
that the Tranche A Lenders have consented to waive the effectiveness of any
previously delivered Interest Deferral Notice.

                  (c) For purposes of this Section 11, "Tranche A Lenders"
means, at any time, Lenders having in the aggregate 100% of the sum of (i)
Revolving Credit Exposures and unused Revolving Commitments at such time, (ii)
Supplemental Revolving Credit Exposures and unused Supplemental Revolving
Commitments at such time and (iii) the principal of Tranche A Term Loans and
unused Tranche A Term Commitments at such time. In order to be effective, an
Interest Deferral Notice or an Interest Deferral Waiver Notice shall be
delivered in accordance with Section 10.01 (Notices) of the Credit Agreement and
must be received by the Parent at least two Business Days prior to (A) in the
case of an Interest Deferral Notice, the Interest Payment Date(s) which are the
subject of such Interest Deferral Notice and (B) in the case of an Interest
Deferral Waiver Notice, the Interest Payment Date on which any previously
deferred interest is to be paid by the Parent in cash.

                  (d) If the Parent timely receives an Interest Deferral Notice
as set forth in this Section 11, (i) the deferral of interest otherwise payable
in cash on any Interest Payment Date(s) which are the subject of such Interest
Deferral Notice shall (A) not constitute a Default or Event of Default and (B)
shall also apply to any interest payable in respect of the Tranche B Term Loans
pursuant to (x) Section 2.12(d)(i) of the Credit Agreement (upon the occurrence
and during the continuance of an Event of Default), (y) Section 2.12 (d)(ii) of
the Credit Agreement (upon any mandatory prepayment of the Tranche B Term Loans)
or (z) Section 2.12(d)(iii) of the Credit Agreement (upon conversion of any
Eurocurrency Loan prior to the end of the current Interest Period therefor),
(ii) interest on the Tranche B Term Loans shall continue to accrue at the
non-default rate, subject to the terms of Section 2.12(c)(i) of the Credit
Agreement, (iii) interest shall not accrue pursuant to Section 2.12(c)(ii) of
the Credit Agreement on the amount of interest deferred pursuant to such
Interest Deferral Notice and (iv) it shall constitute an Event of Default

                                       7
<PAGE>

under Section 7(d) of the Credit Agreement if the Parent pays any interest on
the Tranche B Term Loans during the effectiveness of any such Interest Deferral
Notice.

                  (e) By their execution hereof, (i) the Lenders holding Tranche
B Term Loans expressly acknowledge and agree that, subject to the terms and
conditions contained in this Section 11, the Tranche A Lenders shall have the
right (in the exercise of their respective sole discretion) to cause the
deferral of interest otherwise payable in cash on account of the Tranche B Term
Loans notwithstanding that, prior to giving effect to this Amendment, the
consent of all Lenders holding Tranche B Term Loans would be required to
implement any such deferral and (ii) the Lenders acknowledge and agree that the
Administrative Agent shall be entitled to all of the protections in Section 8 of
the Credit Agreement in respect of all matters arising under or in connection
with this Section 11.

                  (f) Any amendment of this Section 11, or any amendment of the
definition of the term "EBITDA" (but solely for purposes of the calculation of
the Interest Payment Ratio) shall require the consent of all of the Lenders.

                  SECTION 12. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.

                  SECTION 13. Counterparts This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

                  SECTION 14. Representations and Warranties; No Default. 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 are true and
correct on and as of the Amendment Effective Date (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.

                  SECTION 15. 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 Administrative Agent shall have received from each of
the Parent and the Subsidiary Guarantors, a counterpart of the Omnibus Amendment
to Collateral Documents, substantially in the form attached hereto as Exhibit A
(the "Omnibus Amendment to Collateral Documents"), signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart thereof;

                  (c) the Administrative Agent shall have received from each of
the Parent, the Subsidiary Guarantors and the Lenders, a counterpart of the
Intercreditor Agreement,

                                       8
<PAGE>

substantially in the form attached hereto as Exhibit B, signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart thereof; and

                  (d) the Administrative Agent shall have received such
opinions, documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the authorization, validity and
enforceability of the transactions contemplated by this Amendment and the
Omnibus Amendment to Collateral Documents and any other legal matters relating
to any of the foregoing, all in form and substance satisfactory to the
Administrative Agent and its counsel.

                                       9
<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>

                             INTERCREDITOR AGREEMENT



                  INTERCREDITOR AGREEMENT, dated as of September 29, 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 "Credit Agreement";
unless otherwise defined herein, capitalized terms are used herein as therein
defined), among Sunbeam Corporation (the "Company"), the subsidiary borrower
referred to therein, the lenders party thereto (the "Lenders"), Morgan Stanley
Senior Funding, Inc., as syndication agent, Bank of America, N.A., as
documentation agent, and the Administrative Agent; (b) the Lenders parties
hereto in their capacity as holders of the First Priority Obligations referred
to below (in such capacity, the "Senior Lenders"); (c) the Lenders parties
hereto in their capacity as holders of the Second Priority Obligations referred
to below (in such capacity, the "Junior Lenders"); and (d) the Company, the
Subsidiary Borrower and the Subsidiary Guarantors.

                              W I T N E S S E T H :

                  WHEREAS, pursuant to the Credit Agreement, (a) the Lenders
have made loans and other extensions of credit to the Company and the Subsidiary
Borrower and (b) the Company and the Subsidiary Guarantors have executed certain
collateral documents pursuant to which the Company, the Subsidiary Borrower and
the Subsidiary Guarantors granted to the Administrative Agent, for the benefit
of the Lenders, a first priority security interest in the Collateral referred to
below to secure their respective obligations under the Loan Documents;

                  WHEREAS, the Lenders, the Company, the Subsidiary Borrower and
the Administrative Agent are simultaneously herewith executing and delivering
Amendment No. 13, Consent and Agreement, dated as of the date hereof ("Amendment
No. 13"), to and under the Credit Agreement pursuant to which certain provisions
of the Credit Agreement are being amended to, among other things, change the
relative priority of the obligations under the Credit Agreement and the other
Loan Documents such that, after giving effect to Amendment No. 13 and the
documents contemplated to be executed pursuant thereto, the Supplemental
Revolving Loans (including any unfunded Supplemental Revolving Commitment), the
Revolving Loans (including any unfunded Revolving Commitment), any LC Exposure
and the Tranche A Term Loans (collectively, the "Tranche A Facility") shall be
held by the Senior Lenders and secured by the Senior Lien referred to below on
the Collateral, and the Tranche B Term Loans (the "Tranche B Facility") shall be
held by the Junior Lenders and secured by the Junior Lien referred to below on
the Collateral;

                  WHEREAS, the Senior Lenders, the Junior Lenders and the
Administrative Agent are executing and delivering this Agreement to set forth
the terms of the subordination in favor of the Senior Lenders of the Junior Lien
on the Collateral to the Senior Lien on the Collateral, their respective rights
in respect of the exercise of rights and remedies in respect of the Collateral
and the application of any proceeds thereof and certain other matters; and

<PAGE>
                                                                               2


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

                  1. Definitions. (a) In addition to capitalized terms which are
used herein as defined in the Credit Agreement, the following terms shall have
the following meanings:

                  "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 the collective reference to any assets or
         property of the Company, the Subsidiary Borrower or any Subsidiary
         Guarantor, and any proceeds thereof, at any time subject to a Lien in
         favor of the Administrative Agent or the Lenders to secure the First
         Priority Obligations or the Second Priority Obligations, including
         without limitation, all "Collateral" as defined in any of the
         Collateral Documents.

                  "First Priority Obligations" means the collective reference to
         all obligations of the Company, the Subsidiary Borrower and the
         Subsidiary Guarantors in respect of the Tranche A Facility, including
         without limitation, all "First Priority Obligations" as defined in any
         Collateral Documents (after giving effect to the Omnibus Amendment to
         Collateral Documents).

                  "Junior Lien" means the collective reference to the security
         interests in and Liens on the Collateral granted pursuant to the
         Collateral Documents or otherwise to secure the Second Priority
         Obligations; it being understood that prior to any release, pursuant to
         the Collateral Documents (after giving effect to the Omnibus Amendment
         to Collateral Documents), of security interests and Liens which
         currently secure the Second Priority Obligations on a pari passu basis
         with the First Priority Obligations, all references to the Junior Lien
         contained in this Agreement shall be deemed to include both such
         existing security interests and Liens which secure the Second Priority
         Obligations and the new junior security interests in and Liens on the
         Collateral being granted pursuant to the Collateral Documents (after
         giving effect to the Omnibus Amendment to Collateral Documents) to
         secure the Second Priority Obligations (i.e., the junior rights of the
         Junior Lenders pursuant to this Agreement in respect of the Collateral
         shall also apply with respect to the existing security interests and
         Liens created pursuant to the Collateral Documents prior to giving
         effect to the Omnibus Amendment to Collateral Documents).

                  "Omnibus Amendment to Collateral Documents" shall have the
         meaning set forth in Amendment No.13.

                  "Required Senior Lenders" means, at any time, Senior Lenders
         having in the aggregate at least 51% of the sum of (i) Revolving Credit
         Exposures and unused Revolving Commitments at such time, (ii)
         Supplemental Revolving Credit Exposures and unused Supplemental
         Revolving Commitments at such time and (iii) the principal amount of
         Tranche A Term Loans and unused Tranche A Term Commitments at such
         time.
<PAGE>
                                                                               3

                  "Second Priority Obligations" means the collective reference
         to all obligations of the Company, the Subsidiary Borrower and the
         Subsidiary Guarantors in respect of the Tranche B Facility, including
         without limitation, all "Second Priority Obligations" as defined in any
         Collateral Documents (after giving effect to the Omnibus Amendment to
         Collateral Documents).
 .
                  "Senior Lien" means the collective reference to the security
         interests in and Liens on the Collateral granted pursuant to the
         Collateral Documents or otherwise to secure the First Priority
         Obligations; it being understood that prior to any release, pursuant to
         the Collateral Documents (after giving effect to the Omnibus Amendment
         to Collateral Documents), of security interests and Liens which
         currently secure the Second Priority Obligations on a pari passu basis
         with the First Priority Obligations, all references to the Senior Lien
         contained in this Agreement shall also be deemed to include such
         existing security interests and Liens which secure the First Priority
         Obligations notwithstanding that such security interests and Liens
         concurrently secure the Second Priority Obligations (i.e., the senior
         rights of the Senior Lenders in respect of the Collateral shall apply
         to the security interests and Liens created pursuant to the Collateral
         Documents prior to giving effect to the Omnibus Amendment to Collateral
         Documents notwithstanding that such security interests on Liens still
         secure the Second Priority Obligations).

                  (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 First Priority Obligations shall
mean the collective reference to (i) the indefeasible payment in full, in
immediately available funds, of all such First Priority Obligations, (ii) the
termination of the Revolving Commitments, the Supplemental Revolving Commitments
and the Tranche A Term Commitments and (iii) the cash collateralization of any
First Priority Obligations in respect of Letters of Credit in accordance with
the terms of the Credit Agreement.

                  (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. The Junior Lenders (a)
acknowledge and agree 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 Lenders 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 Lenders, (b) acknowledge and
agree that until the First Priority Obligations have been paid in full, the
exercise of rights and remedies in respect of the Junior Lien by the Junior
Lenders under the Loan Documents and applicable law shall be limited to the
extent set forth in, and shall be governed by, this Agreement and (c)
acknowledge and affirm that the Senior Lenders would not have executed Amendment
No.13 in the absence of the execution and delivery of this Agreement by the
parties hereto.
<PAGE>
                                                                               4



                  3. Rights in Collateral. (a) Notwithstanding (i) anything to
the contrary contained in the 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.

                  (b) So long as this Agreement has not been terminated pursuant
to Section 8 hereof, or amended in accordance with Section 8 hereof to give
effect to Section 10(b) of Amendment No. 13, and regardless of whether or not
the First Priority Obligations or the Second Priority Obligations have been
accelerated or any bankruptcy proceeding or similar event or proceeding has been
commenced by or against the Company, the Subsidiary Borrower or any Subsidiary
Guarantor:

                   (i) The Junior Lenders (individually or collectively) shall
         not exercise any rights or remedies in respect of the Collateral or the
         Junior Lien, whether under the Loan Documents, applicable law or
         otherwise, including without limitation, any action to institute any
         judicial or nonjudicial or similar action or proceeding in respect of
         the Junior Lien or to seek relief from the automatic stay pursuant to
         Section 362 of the Bankruptcy Code, and the Junior Lenders shall not
         have any right whatsoever to direct the Administrative Agent to
         exercise or seek to exercise or refrain from exercising any rights or
         remedies in respect of the Collateral. Upon repayment in full of the
         First Priority Obligations, the Junior Lenders shall have the right to
         enforce the provisions of the Collateral Documents and exercise
         remedies thereunder in accordance with the terms thereof.

                  (ii) The Senior Lenders shall have the exclusive right to
         exercise rights and remedies in respect of the Collateral under the
         Collateral Documents, applicable law or otherwise and, in exercising
         such rights and remedies with respect to the Collateral, the Senior
         Lenders may enforce the provisions of the 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 Lenders or any agent appointed by
         the Senior Lenders 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 Lender shall (A) contest, protest, object to,
         interfere with, seek to enjoin or invoke or utilize any provision of
         any document, law or equitable principle, or
<PAGE>
                                                                               5


         otherwise take any other action whatsoever which might prevent, delay
         or impede, any exercise of rights or remedies by the Senior Lenders
         under any Loan Document or applicable law in respect of the Collateral
         or the Senior Lien, including without limitation, any action of
         foreclosure or to seek adequate protection or relief from the automatic
         stay pursuant to Section 362 of the Bankruptcy Code, or any decision by
         the Senior Lenders to refrain from enforcing any such rights or
         exercising any such remedies, and (B) contest the validity or
         enforceability of the First Priority 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 First Priority Obligations or the Senior
         Lien are avoided, disallowed, set aside or otherwise invalidated in any
         judicial proceeding or otherwise).

                  (iv) The Junior Lenders shall be deemed to have consented to
         any Asset Sale or other disposition of any property, business or assets
         of the Company or any of its Subsidiaries, and the release of any or
         all of the Collateral from the Junior Lien in connection therewith, if
         the Required Lenders shall have approved such Asset Sale or other
         disposition notwithstanding that the Net Cash Proceeds of any such
         Asset Sale or other disposition may not be sufficient to pay in full
         the First Priority Obligations or any portion of the Second Priority
         Obligations.

                  (v) The Senior Lenders shall have the sole and exclusive right
         (without the consent of any Junior Lender 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
         in connection with the exercise of remedies pursuant to the Loan
         Documents or applicable law, 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 Lenders 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.

                  (vi) Any money, property, securities or other direct or
         indirect distributions of any nature whatsoever received by the
         Administrative Agent or any Senior Lender or Junior Lender from the
         sale, disposition or other realization upon or other exercise of
         remedies in respect 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 payment of the expenses of such sale or
                  other realization, including reasonable compensation to agents
                  and counsel for the Administrative Agent, and all expenses,
                  liabilities and advances incurred or made by the
                  Administrative Agent in connection therewith, and any other
                  unreimbursed
<PAGE>
                                                                               6


                  expenses for which the Administrative Agent or any Lender is
                  to be reimbursed pursuant to Section 10.03 of the Credit
                  Agreement or any applicable provision of any other Loan
                  Document and unpaid fees owing to the Administrative Agent
                  under the Credit Agreement;

                           Second, to the payment in full of all First Priority
                  Obligations in the order of priority set forth in paragraph
                  (b) of Section 2.17 of the Credit Agreement;

                           Third, to the payment in full of all Second Priority
                  Obligations in the order or priority set forth in paragraph
                  (b) of Section 2.17 of the Credit Agreement;

                           Fourth, to the payment in full of any unpaid Hedging
                  Obligations; and

                           Finally, to payment to the Company or its successors
                  or assigns, or as a court of competent jurisdiction may
                  direct, of any surplus then remaining from such proceeds.

The Administrative Agent may make distributions hereunder in cash or in kind or,
on a ratable basis, in any combination thereof.

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

                  (i) any lack of validity or enforceability of the First
         Priority Obligations, the Senior Lien, any Loan Document or any other
         document or agreement in respect of the First Priority 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 First Priority Obligations
         (including without limitation, any recission, in whole or in part, by
         the Senior Lenders of any demand for payment of any First Priority
         Obligations), or any participation, sale, assignment or other transfer
         of any of the First Priority 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 First Priority Obligations or of the terms of the
         Credit Agreement, any other Loan Document or any other document or
         agreement relating to the First Priority Obligations or the Senior
         Lien; or

                  (iii) any other circumstances which otherwise might constitute
         a defense available to, or a discharge of, the Company, the Subsidiary
         Borrower or any Subsidiary Guarantor in respect of the First Priority
         Obligations or the Senior Lien, or of any Junior Lender in respect of
         this Agreement, including without limitation, the avoidance or

<PAGE>
                                                                               7


         disallowance in any bankruptcy, insolvency or other like proceeding or
         otherwise, of the First Priority Obligations or the Senior Lien.

                  (b) The Junior Lenders hereby waive (i) reliance by the Senior
Lenders upon the Lien subordination and other intercreditor arrangements set
forth in this Agreement and (ii) any notice of the creation, renewal, extension
or accrual of any of the First Priority Obligations and notice of or proof of
reliance by the Senior Lenders upon this Agreement. The First Priority
Obligations shall be deemed conclusively to have been created, contracted or
incurred in reliance on this Agreement, and all dealings between the Company and
the Senior Lenders shall be deemed to have been consummated in reliance upon
this Agreement.

                  (c) Except for any claim based solely upon willful misconduct
or gross negligence, the Junior Lenders hereby waive any claim against any
Senior Lender 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 Lender or their respective directors, officers, employees or agents
(i) with respect to any exercise of (or any delay in exercising, failure to
exercise or decision to refrain from exercising) any rights or remedies in
respect of the First Priority Obligations and the Senior Lien under the Loan
Documents or applicable law or (ii) in connection with any transaction relating
to the Collateral. Except for any claim based solely upon willful misconduct or
gross negligence, neither any Senior Lender 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 or any other person or entity or to take any
other action whatsoever with regard to the Collateral or any part thereof.

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

                  (e) No Senior Lender has made, and none of them hereby or
otherwise makes to any Junior Lender, any representations or warranties, express
or implied, nor does any Senior Lender assume any liability to any Junior Lender
with respect to, the financial or other condition of the Company or any of its
Subsidiaries, the Company's or such Subsidiaries' title to, the value of, or any
other matter in respect of any Collateral or the enforceability, validity,
priority, value or collectability of the First Priority Obligations, any Loan
Document, the Senior Lien, the Second Priority Obligations or the Junior Lien.

                  5. Provisions Applicable After Bankruptcy. The intercreditor
and Lien 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 Lender is required to turn over or otherwise pay to the bankruptcy estate
of the Company, the Subsidiary Borrower or any Subsidiary Guarantor any amount
of the First Priority Obligations (and as a result thereof
<PAGE>
                                                                               8


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

                  (b) to the extent that the Junior Lenders have or acquire any
rights under Section 363 or Section 364 of the Bankruptcy Code with respect to
the Junior Lien, (i) the Junior Lenders will only assert such rights as
reasonably requested by the Administrative Agent, acting at the direction of the
Senior Lenders, and then only in a manner consistent with Section 3 hereof,
including without limitation, in a manner consistent with the subordination,
pursuant to this Agreement, 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 (iii) in
connection with any financing of the Company, the Junior Lenders 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
or the Junior Lien so long as the Senior Lenders have consented to the grant of
such Lien in connection with any such financing.

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

                  7. Provisions Define Relative Rights. This Agreement is
intended solely for the purpose of defining the relative rights of the Senior
Lenders, on the one hand, and the Junior Lenders, 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 Lenders and the Junior Lenders have under
the Loan Documents insofar as the rights of the Company, any Subsidiaries of the
Company or any other person or entity are involved.

                  8. Termination of Agreement. Upon payment in full of the First
Priority Obligations, this Agreement shall terminate, and the exercise of rights
and remedies by the Junior Lenders in respect of the Collateral shall thereafter
be governed by the Loan Documents. This Agreement shall also terminate, or
otherwise be amended, to the extent reasonably necessary to implement any change
in the relative priority of the First Priority Obligations and the Second
Priority Obligations pursuant to Section 10(b) of Amendment No. 13. In the event
that any Second Priority Obligations remain outstanding and unpaid after payment
in full of the First Priority Obligations, the Administrative Agent shall, upon
the request of the Junior Lenders, assign the Senior Lien to secure the Second
Priority Obligations.

                  9. Powers Coupled With An Interest. All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are
irrevocable until the First Priority Obligations are paid in full.
<PAGE>
                                                                               9


                  Notices. All notices, requests and demands to or upon the
parties to be effective shall be made in accordance with Section 10.01 of the
Credit Agreement.

                  11. 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.

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

                  13. 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. 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 Loan Document.

                  14. Amendments in Writing; Cumulative Remedies. (a) Subject to
Section 10(b) of Amendment No. 13, none of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by all of the Lenders.

                  (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 Lender, any right, power or privilege
hereunder or under any 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.

                  15. Successors and Assigns. (a) This Agreement shall be
binding upon and inure to the benefit of the Administrative Agent, each Senior
Lender and each Junior Lender 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 First Priority Obligations are paid in
full as a result of a replacement, refinancing or refunding of the First
Priority 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 Lenders in respect of the Senior Lien as set forth herein, and the Junior
Lenders shall continue to have no more rights or remedies in respect of the
Collateral than those provided to the Junior Lenders in respect of the Junior
Lien hereunder. In furtherance thereof, the Junior Lenders agree to execute and
deliver an agreement containing terms substantially identical to those contained
herein in favor of any third person who causes the First Priority Obligations to
be paid in full, whether
<PAGE>
                                                                              10


such successor financing, refinancing or replacement occurs by transfer,
assignment, "takeout" or any other means or vehicle.

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

                  (b) Without limiting the indemnity obligations of the Company
under Section 10.03 (b) of the Credit Agreement, the Company shall pay,
indemnify, and hold each Lender and the Administrative Agent (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 (i) the execution and delivery of this Agreement by the
Company, the Subsidiary Borrower and the Subsidiary Guarantors, or (ii) any
action taken or omitted to be taken by the Company, the Subsidiary Borrower or
any Subsidiary Guarantor with respect to this Agreement, provided that such
indemnity under clauses (i) and (ii) above 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.

                  17. Authority of Administrative Agent. Pursuant to the Loan
Documents, each Lender has appointed the Administrative Agent to act as
administrative agent on behalf of such Lender for all purposes in connection
with this Agreement. Except with respect to any amendment or waiver of any of
the terms or provisions of this Agreement pursuant to Section 14 hereof, any
action to be taken pursuant to this Agreement by the Senior Lenders or by the
Administrative Agent, on behalf of the Senior Lenders, shall be authorized if
any such action is authorized by the Required Senior Lenders. The Lenders
acknowledge that (a) the rights and obligations of the Administrative Agent
under this Agreement or resulting or arising out of this Agreement shall be
governed by this Agreement and Section 8 of the Credit Agreement, (b) except to
the extent expressly set forth in this Agreement with respect to the right of
the Senior Lenders to direct the Administrative Agent to take or refrain from
taking action in respect of the Collateral and the Senior Lien on behalf of the
Senior Lenders, nothing contained in this Agreement shall be deemed to amend or
modify the rights of the Required Lenders under the Loan Documents, or be deemed
to amend or modify Section 8 of the Credit Agreement and (c) in no event shall
this Agreement be deemed to amend or modify the protection or exculpation
afforded to the Administrative Agent under Section 8 of the Credit Agreement or
any other applicable provision of any other Loan Document. Notwithstanding any
provisions of the Loan Documents to the contrary, as between the Senior Lenders,
on the one hand, and the Junior Lenders, on the other hand, the Junior Lenders
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
pursuant to this Agreement, and the Junior Lenders shall, without inquiry and
without notice to
<PAGE>
                                                                              11


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 Lender.

                  18. 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
jurisdiction in the State, County and City of New York, and accepts generally
and unconditionally the nonexclusive jurisdiction and venue of such courts.
<PAGE>
                                                                              12



                  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 and Individually as a
                              Senior Lender and a Junior Lender


                              By: ______________________________________________
                              Name:
                              Title:


                              BANK OF AMERICA, N.A., as Documentation Agent and
                              Individually as a Senior Lender and a
                              Junior Lender


                              By: ______________________________________________
                              Name:
                              Title:


                              MORGAN STANLEY SENIOR FUNDING, INC.,
                              as Syndication Agent and Individually as a Senior
                              Lender and a Junior Lender


                              By: ______________________________________________
                              Name:
                              Title:





Acknowledged and Agreed:

SUNBEAM CORPORATION


By: _________________________________
    Name:  Steven R. Isko
    Title: Senior Vice President, General Counsel and Assistant Secretary
<PAGE>
                                                                              13



THE COLEMAN COMPANY, INC.
SUNBEAM PRODUCTS, INC.
SUNBEAM LATIN AMERICA LLC


By: _________________________________
    Name:    Steven R. Isko
    Title:   Senior Vice President, General Counsel and Assistant Secretary

BRK BRANDS, INC.
COLEMAN WORLDWIDE CORPORATION
FIRST ALERT, INC.
LASER ACQUISITION CORPORATION
SUNBEAM AMERICAS HOLDINGS, LTD.
SUNBEAM HEALTH & SAFETY COMPANY
AUSTRALIAN COLEMAN, INC.
C C OUTLET, INC.
COLEMAN ARGENTINA, INC.
COLEMAN COUNTRY, LTD.
COLEMAN POWERMATE, INC.
COLEMAN PUERTO RICO, INC.
COLEMAN VENTURE CAPITAL,  INC.
RIVER VIEW CORPORATION OF BARLING, INC.
SURVIVAL GEAR, INC.


By: _________________________________
    Name:   Steven R. Isko
    Title:  Vice President and General Counsel



DDG I, INC.
GHI I, INC.
J G K, INC.


By: _________________________________
    Name:   Steven R. Isko
    Title:  Vice President
<PAGE>
                                                                              14


OP II, INC.
SI II, INC.
C M O, INC.


By: _________________________________
    Name:   Steven R. Isko
    Title:  Vice President and Assistant Secretary