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                         AMENDMENT NO. 5 TO CREDIT AGREEMENT


              AMENDMENT NO. 5, THIRD WAIVER AND AGREEMENT (this "AMENDMENT"), 
dated as of April 15, 1999, to and under the Credit Agreement, dated as of 
March 30, 1998 (as amended by Amendment No. 1 dated as of May 8, 1998, 
Amendment No. 2 dated as of June 30, 1998 and Amendment No. 3 dated as of 
October 19, 1998 and Amendment No. 4 dated as of April 10, 1999, as so 
amended, the "CREDIT AGREEMENT"), among SUNBEAM CORPORATION (the "PARENT"), 
the SUBSIDIARY BORROWERS referred to therein, the LENDERS party thereto, 
MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, as Documentation Agent, and FIRST 
UNION NATIONAL BANK, as Administrative Agent.

                                W I T N E S S E T H :

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

       WHEREAS, the Parent has requested that the Administrative Agent and 
the Lenders agree to continue to waive, until April 10, 2000, certain 
provisions of the Credit Agreement and, in connection therewith, to amend the 
Credit Agreement, all as more fully set forth below;

       WHEREAS, the Administrative Agent and the Lenders are willing to agree 
to such requested waivers and 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 amended, all terms and provisions of the 
Credit Agreement shall remain in full force and effect and shall be performed 
by the parties hereto according to its terms and provisions.  This Amendment 
is limited as specified and shall not constitute a modification, 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.

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       SECTION 2. DELETION AND ADDITION OF CERTAIN DEFINED TERMS. Section 
1.01 of the Credit Agreement is amended:

              (a)    to delete in their entirety the defined terms "EXISTING 
       RECEIVABLES PROGRAM", "MARGIN STOCK", "OPERATING UNIT" and "PERMITTED 
       ACQUISITION" in such Section; and

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

              "AGGREGATE EXPOSURE" means, at any time, the amount equal to the
       sum of  (i) the Revolving Credit Exposure and unused Revolving
       Commitments, (ii) the outstanding principal amount of Tranche A Term
       Loans and unused Tranche A Term Commitments and (iii) the outstanding
       principal amount of Tranche B Term Loans, in each case of all of the
       Lenders at such time.

              "BLOCKED ACCOUNT AGREEMENT" means one or more blocked account
       agreements to be entered into by the Parent, The Chase Manhattan Bank and
       the Administrative Agent, on terms reasonably satisfactory to the Parent,
       the Administrative Agent and the Lenders. 

              "BUSINESS PLAN" means (a) in respect of the 1999 fiscal year of
       the Parent, the business plan for such fiscal year delivered to the
       Lenders on March 18, 1999 (February 8, 1999 in the case of operating
       forecasts) and (b) in respect of the 2000 fiscal year of the Parent, the
       business plan for such fiscal year delivered to the Lenders pursuant to
       Section 5.02(C).

              "CAPITAL INVESTMENT":  has the meaning set forth in the Existing
       Receivables Program Purchase Agreement.

              "COLEMAN COLLATERAL DOCUMENTS" means the guarantees, pledge
       agreements, security agreements, mortgages and any other instruments or
       agreements executed pursuant to any of the foregoing, in each case as
       reasonably requested by the Administrative Agent, and in form and
       substance substantially the same as the existing Loan Documents executed
       by the Obligors (or otherwise in form and substance satisfactory to the
       Administrative Agent), to be executed by each of Coleman and its domestic
       subsidiaries (other than Kansas Acquisition Corp. and Coleman
       International Holdings, LLC) to guarantee (effective upon the occurrence
       of the Coleman Merger Effective Date) the obligations of each other
       Obligor under this Agreement, the Coleman Collateral Documents and the
       other Loan Documents and to provide (effective upon the occurrence of the
       Coleman Merger Effective Date) Liens upon substantially all of the assets
       of Coleman and its domestic subsidiaries (subject to customary
       limitations with respect to Kansas Acquisition Corp. and Coleman
       International Holdings, LLC) to secure their respective obligations under
       this Agreement, the Coleman Collateral Documents and the other Loan
       Documents.

                                       2

<PAGE>

              "COLEMAN CONDITIONS" means (i) the execution and delivery on or
       before May 25, 1999 of the Coleman Collateral Documents and (ii) the
       filing with the SEC of an amended S-4 Registration Statement (reflecting
       the comments received by the Parent in a letter from the SEC dated July
       8, 1998) with respect to the registration of the shares of common stock
       of the Parent to be issued in connection with consummation of the merger
       that will result in Coleman becoming a Wholly Owned Subsidiary.

              "COLEMAN INTERCOMPANY COLLATERAL DOCUMENTS" means, collectively,
       (i) the Intercompany Pledge and Security Agreement dated as of April 15,
       1999, between Coleman and the Parent, (ii) the Intercompany Security
       Agreement dated as of April 15, 1999, between Coleman and the Parent and
       (iii) any other instruments or agreements executed to secure the Coleman
       Intercompany Note, as each of the foregoing may be amended, supplemented
       or otherwise modified from time to time.

              "COLEMAN INTERCOMPANY NOTE" means the Amended and Restated
       Subordinated Intercompany Note, dated April 6, 1998, made by Coleman in
       favor of the Parent, as amended, supplemented or otherwise modified from
       time to time in accordance with the terms thereof. 

              "COLEMAN MERGER EFFECTIVE DATE" means the first date on which both
       of the following conditions have been satisfied:  (i) a properly executed
       certificate of merger has been filed with the Secretary of State of
       Delaware evidencing the merger of Camper Acquisition Corp. with and into
       Coleman and resulting in Coleman becoming a Wholly Owned Subsidiary and
       (ii) the Administrative Agent has received evidence reasonably
       satisfactory to it (including such legal opinions, certificates,
       evidences of corporate action, subordination agreements or other
       documents as the Administrative Agent may reasonably request, all in form
       and substance reasonably satisfactory to the Administrative Agent) that
       the Liens created by the Coleman Collateral Documents constitute valid
       and perfected Liens, subject only to any Permitted Liens, on the
       collateral granted thereby.

              "COLEMAN REVOLVING COMMITMENT RESERVE" means the $52,500,000
       reserve to be established under the Revolving Commitments on August 31,
       1999 if the Coleman Merger Effective Date has not occurred on or before
       such date, which reserve shall be utilized solely for the purpose set
       forth in Section 5.08(vi).

              "CONCENTRATION ACCOUNT" means, collectively, the accounts, account
       no. 910-2-635126, established by Sunbeam Products, Inc. and account no.
       323-8-58821, established by Coleman, each maintained at the office of The
       Chase Manhattan Bank at 270 Park Avenue, New York, New York 10017, that
       shall be used for the daily concentration of funds received by the Parent
       or any of its Subsidiaries from the operation of their businesses or
       otherwise.

                                       3

<PAGE>

              "DESIGNATED FOREIGN CURRENCIES" means the currencies set forth on
       Schedule B and any other available and freely convertible foreign
       currency requested by any Borrower and approved by the Administrative
       Agent and all of the Lenders in accordance with Section 10.02(b).     

              "DOLLAR EQUIVALENT" means with respect to the principal amount of
       any Eurocurrency Loan made or outstanding in any Designated Foreign
       Currency, at any date of determination thereof, an amount in dollars
       equivalent to such principal amount or such other amount calculated on
       the basis of the Spot Rate of Exchange.

              "EURO" means the single currency of the European Union (i) as
       constituted by the Treaty of Rome of March 25, 1957, as amended by the
       Single European Act 1986 and the Maastricht Treaty (which was signed at
       Maastricht on February 7, 1992, and came into force on November 1, 1993),
       as amended from time to time, and (ii) as referred to in the legislative
       measures of the European Union for the introduction of, changeover to or
       operation of the euro in one or more member states.

              "EXISTING RECEIVABLES PROGRAM":  means the accounts receivable
       sales program established pursuant to (i) the Receivables Sale and
       Contribution Agreement dated as of December 4, 1997, between Sunbeam
       Products, Inc. and Sunbeam Asset  Diversification, Inc., (ii) the
       Existing Receivables Program Purchase Agreement and (iii) any receivables
       sale agreement executed and delivered after the Fifth Amendment Effective
       Date in accordance with Section 6.09(b)(y).

              "EXISTING RECEIVABLES PROGRAM PURCHASE AGREEMENT" means the
       Receivables Purchase and Servicing Agreement dated as of December 4, 1997
       (as amended, supplemented or otherwise modified prior to the Fifth
       Amendment Effective Date or in accordance with Section 6.09(b)), by and
       among Llama Retail Funding, L.P., Capital USA, L.L.C., Sunbeam Asset
       Diversification, Inc. and Sunbeam Products, Inc.

              "FIFTH AMENDMENT EFFECTIVE DATE" means the Amendment Effective
       Date under and as defined in Amendment No. 5, Third Waiver and Agreement,
       dated as of April 15, 1999, to and under this Agreement.

              "INACTIVE SUBSIDIARY" means any Subsidiary of the Parent which
       (and only for so long as such Subsidiary) (i) does not own assets with an
       aggregate book value in excess of $500,000 and (ii) is not engaged in any
       business.

              "INTERNATIONAL GROUP" means the collective reference to the
       Strategic Business Units designated as Europe, Japan, Latin America,
       Asia/Pacific and Canada.

                                       4

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              "MANDATORY PREPAYMENT AMOUNT" has the meaning set forth in
       Section 2.09(b).

              "NON-CORE ASSETS" means the non-core assets of the Parent and its
       Subsidiaries listed on Schedule C hereto. 

              "RECEIVABLES PURCHASE LIMIT" means $70,000,000 or such other
       amount designated as the "Purchase Limit" pursuant to the Existing
       Receivables Program Purchase Agreement.

              "SEC" means the United States Securities and Exchange Commission,
       or any successor thereto.

              "S-4 REGISTRATION STATEMENT" means the Registration Statement on
       Form S-4 under the Securities Act of 1933, as amended, with respect to
       the registration of the shares of common stock of the Parent to be issued
       in connection with the consummation of the merger that will result in
       Coleman becoming a Wholly Owned Subsidiary, including any supplements or
       exhibits thereto and any amendments thereof.

              "SPOT RATE OF EXCHANGE" means with respect to any Designated
       Foreign Currency, at any date of determination thereof, the spot rate of
       exchange in London that appears on the display page applicable to such
       Designated Foreign Currency on the Telerate System Incorporated Service
       (or such other page as may replace such page on such service for the
       purpose of displaying the spot rate of exchange in London); PROVIDED that
       if there shall at any time no longer exist such a page on such service,
       the spot rate of exchange shall be determined by reference to another
       similar rate publishing service selected by the Administrative Agent, and
       if no such similar rate publishing service is available, the spot rate of
       exchange shall be determined by reference to the published rate of the
       Administrative Agent in effect at such date for similar commercial
       transactions.

              "YEAR 2000 COMPATIBILITY EXPENDITURES" means costs incurred
       (whether capitalized or recognized as an operating expense) in connection
       with the testing, reprogramming and, if required, the replacement of non-
       compliant information technology systems to permit the proper functioning
       in and following the year 2000 of (a) computer systems of the Parent and
       its Consolidated Subsidiaries and (b) systems and equipment supplied by
       third parties or with which the systems of the Parent or any of its
       Consolidated Subsidiaries interface.".

       SECTION 3. DEFINITION OF ASSET SALES. The definition of "ASSET SALES" 
in Section 1.01 of the Credit Agreement is amended (a) to replace the comma 
immediately before the reference to "(iii)" in such definition with the word 
"and" and (b) to delete in its entirety the phrase "and (iv) dispositions of 
any Margin Stock for fair value" in such definition.

                                       5

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       SECTION 4. DEFINITION OF BUSINESS DAY. The definition of "BUSINESS 
DAY" in Section 1.01 of the Credit Agreement is amended (a) to add 
immediately after the phrase "a Eurodollar Loan" in such definition the 
phrase "in dollars" and (b) to add immediately before the period at the end 
of such definition the proviso ", PROVIDED FURTHER that when used in 
connection with a Eurocurrency Loan in any Designated Foreign Currency, the 
term "Business Day" shall also exclude any day on which banks are not open 
for dealings in deposits in such Designated Foreign Currency in London, 
England and the principal financial center of such Designated Foreign 
Currency, and PROVIDED FURTHER that when such term is used for the purpose of 
determining the date on which the LIBO Rate is determined under this 
Agreement for any Eurocurrency Loan denominated in euro for any Interest 
Period therefor and for purposes of determining the first and last day of any 
Interest Period, references in this Agreement to Business Day shall be deemed 
to be references to any day that is not (x) a Saturday or Sunday, (y) 
Christmas Day or New Year's Day or (z) any other day on which the 
Trans-European Real-time Gross Settlement Operating System (or any successor 
settlement system) is not operating (as determined by the Administrative 
Agent)".

       SECTION 5. DEFINITION OF COLLATERAL DOCUMENTS. The definition of 
"COLLATERAL DOCUMENTS" in Section 1.01 of the Credit Agreement is amended:

              (a)    to add immediately after the term "the Pledge and Security
       Agreements," in such definition the phrase "the Coleman Collateral
       Documents, the Coleman Intercompany Collateral Documents,"; and

              (b)     to replace the reference to "Section 5.09" in the
       parenthetical in such definition with a reference to  "Sections 2.19,
       5.09 and 5.11".

       SECTION 6. DEFINITION OF CONSOLIDATED EBITDA. The definition of 
"CONSOLIDATED EBITDA" in Section 1.01 of the Credit Agreement is amended to 
add immediately after the phrase "and other similar non-cash charges" in 
paragraph (2) of such definition the phrase "not requiring a future cash 
expenditure".

       SECTION 7. DEFINITION OF ERISA AFFILIATE. The definition of "ERISA 
AFFILIATE" in Section 1.01 of the Credit Agreement is amended:

              (a)    to add immediately after the word "means" in such
       definition the following phrase "(i) with respect to the Parent, Coleman
       and"; and

              (b)    to add immediately before the period at the end of such
       definition the phrase and "(ii) any trade or business (whether or not
       incorporated) that, together with Coleman, is treated as a single
       employer under the Sections of ERISA or the Code set forth in clause (i)
       above".

       SECTION 8. DEFINITION OF ERISA EVENT. The definition of "ERISA EVENT" 
in Section 1.01 of the Credit Agreement is amended:

              (a)    to delete the word "or" immediately preceding the reference
       to "(g)" in such definition;

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<PAGE>

              (b)    to replace the phrase "or the receipt by" in clause (g) in
       such definition with the word "from"; 

              (c)    to delete the phrase "from the Parent or any ERISA
       Affiliate of any notice," in clause (g) in such definition; and 

              (d)    to add immediately before the period at the end of such
       definition the following new clause (h) "or (h) any other event or
       condition shall occur after the Fifth Amendment Effective Date with
       respect to a Plan or any other U.S. or non-U.S., funded or unfunded,
       pension or welfare plan sponsored or maintained by the Parent, Coleman or
       any of their respective ERISA Affiliates which could reasonably be
       expected to have a Material Adverse Effect".

       SECTION 9. REFERENCES TO EURODOLLAR. All references to "Eurodollar" 
and "eurodollar" in the Credit Agreement shall be deemed to be references to 
"Eurocurrency" and "eurocurrency", respectively.

       SECTION 10. DEFINITION OF EXCESS CASH FLOW. The definition of "EXCESS 
CASH FLOW" in Section 1.01 of the Credit Agreement is amended to delete the 
proviso at the end of such definition.

       SECTION 11. DEFINITION OF EXCLUDED TAXES. The definition of "EXCLUDED 
TAXES" in Section 1.01 of the Credit Agreement is amended:

              (a)    to replace the word "and" immediately preceding the
       reference to "(c)" in such definition with a comma;

              (b)    to replace each reference to the term "Foreign Lender" in
       clause (c) in such definition with "Lender";

              (c)    to replace the phrase "any withholding tax" with the phrase
       "any U.S. withholding tax"; and

              (d)    to replace the phrase "or is attributable to such Foreign
       Lender's failure" with the phrase "and (d) any withholding tax that is
       attributable to a Foreign Lender's failure".

       SECTION 12. DEFINITION OF LEVERAGE RATIO. The definition of "LEVERAGE 
RATIO" in Section 1.01 of the Credit Agreement is amended to delete in its 
entirety the second sentence in such definition.

       SECTION 13. DEFINITION OF LIBO RATE. The definition of "LIBO RATE" in 
Section 1.01 of the Credit Agreement is amended:

              (a)    to replace the words "dollar deposits" in the parenthetical
       in the first sentence in such definition with the phrase "deposits in
       dollars or in the applicable Designated Foreign Currency";

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<PAGE>

              (b)    to replace the phrase  "the rate for dollar deposits" in
       the first sentence in such definition with the phrase "the rate for
       deposits in dollars or in the applicable Designated Foreign Currency";
       and

              (c)    to add immediately after the phrase "at which dollar
       deposits of $5,000,000" in the second sentence in such definition the
       phrase ", or the Dollar Equivalent of the applicable Designated Foreign
       Currency equal to $3,000,000,".

       SECTION 14. DEFINITION OF MAJOR CASUALTY PROCEEDS. The definition of 
"MAJOR CASUALTY PROCEEDS" in Section 1.01 of the Credit Agreement is amended 
to replace the reference to "$10,000,000" with a reference to "$1,000,000".

       SECTION 15. DEFINITION OF REVOLVING CREDIT EXPOSURE. The definition of 
"REVOLVING CREDIT EXPOSURE" is amended to add immediately after the phrase 
"such Lender's Revolving Loans" in such definition the parenthetical 
"(including without limitation, in the case of Revolving Loans then 
outstanding in any Designated Foreign Currency, the Dollar Equivalent of the 
aggregate principal amount thereof)".

       SECTION 16. DEFINITION OF SUBSIDIARY GUARANTORS. The definition of 
"SUBSIDIARY GUARANTORS" is amended in its entirety to read as follows:

              "SUBSIDIARY GUARANTORS" means each Subsidiary party to the
       Subsidiary Guarantee and each other Person who becomes a party to the
       Subsidiary Guarantee pursuant to Section 5.09.".

       SECTION 17. DEFINITION OF TRANCHE A AVAILABILITY PERIOD. The 
definition of "TRANCHE A AVAILABILITY PERIOD" in Section 1.01 of the Credit 
Agreement is amended to replace the date "April 10, 1999" with the date 
"April 10, 2000".

       SECTION 18. REVOLVING CREDIT COMMITMENTS. Paragraph (c) of Section 
2.01 of the Credit Agreement is amended to add immediately before the period 
at the end of the first sentence in such paragraph the following proviso:

       "; PROVIDED, HOWEVER, that no Lender shall make any Revolving Credit Loan
       in any Designated Foreign Currency to any Subsidiary Borrower other than
       to Coleman after the occurrence of the Coleman Merger Effective Date,
       PROVIDED FURTHER that no Lender shall make any Revolving Loan in any
       Designated Foreign Currency if, after giving effect to the making of such
       Revolving Loan, the Dollar Equivalent of the then outstanding Revolving
       Loans in any Designated Foreign Currencies would exceed $40,000,000 (it
       being understood and agreed that the Administrative Agent shall calculate
       the Dollar Equivalent of the then outstanding Revolving Loans in any
       Designated Foreign Currency on the date on which the Administrative Agent
       receives a notice of Borrowing with respect to any Revolving Loan for
       purposes of determining compliance with this paragraph); PROVIDED FURTHER
       that if the Coleman Merger Effective Date shall not have occurred prior
       to August 31, 1999, from and after such date until the Coleman Merger
       Effective Date, no Lender shall make any Revolving Loan (other than with
       respect to the making of a Revolving Loan for 

                                       8

<PAGE>

       the purpose set forth in Section 5.08(vi)) if, after giving effect to 
       the making of such Revolving Loan, the sum of the Revolving Credit 
       Exposure of all Lenders, plus the Coleman Revolving Commitment 
       Reserve, would exceed the Revolving Commitments".

       SECTION 19. REVOLVING CREDIT BORROWINGS. Section 2.02 of the Credit 
Agreement is amended:

              (a)    to add immediately before the first sentence in paragraph
       (b) of such Section the following sentence "The Revolving Loans may be
       made in dollars or in any Designated Foreign Currency.";

              (b)    to add immediately after the words "such Borrowing shall
       be" in the first sentence in paragraph (c) of such Section the
       parenthetical "(or in the case of Eurocurrency Borrowings to be made in
       any Designated Foreign Currency, the Dollar Equivalent of the principal
       amount that is)"; and

              (c)    to add immediately before the period at the end of the
       first sentence in paragraph (c) of such Section the phrase ", if such
       Borrowing is requested to be made in dollars, and $3,000,000, if such
       Borrowing is requested to be made in any Designated Foreign Currency".

       SECTION 20. REQUESTS FOR ABR BORROWINGS. Section 2.03 of the Credit 
Agreement is amended:

              (a)    to replace the reference to "10:00 a.m., Charlotte, North
       Carolina" in clause (b) in such Section with a reference to "1:00 p.m.,
       Charlotte, North Carolina time";

              (b)     to replace the phrase "three Business Days before the date
       of the proposed Borrowing" in clause (a) in the first sentence in such
       Section with the phrase "(i) three Business Days before the date of the
       proposed Eurocurrency Borrowing, if the requested Eurocurrency Borrowing
       is to be made in dollars or (ii) four Business Days before the date of
       the proposed Eurocurrency Borrowing, if the requested Eurocurrency
       Borrowing is to be made in any Designated Foreign Currency"; and

              (c)    to add immediately before the semicolon in clause (v) in
       such Section the phrase "and if such Eurocurrency Borrowing is to be made
       in any Designated Foreign Currency, the Designated Foreign Currency
       thereof".

       SECTION 21. NOTICE OF ISSUANCE OF LETTERS OF CREDIT. Paragraph (b) of 
Section 2.04 of the Credit Agreement is amended to add immediately after the 
words "at least three Business Days" in the third parenthetical in such 
paragraph the phrase ", or in the case of Trade Letters of Credit, one 
Business Day,".

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       SECTION 22. FUNDING OF BORROWINGS. Section 2.05 of the Credit 
Agreement is amended:

              (a)    to add immediately before the words "wire transfer" in
       paragraph (a) of such Section the phrase "in dollars or the applicable
       Designated Foreign Currency, as requested by the Borrower in its notice
       of Borrowing,";

              (b)    to add immediately after the phrase "12:00 noon, Charlotte,
       North Carolina time," in paragraph (a) of such Section the parenthetical
       "(or by 3:00 p.m., Charlotte, North Carolina time, in the case of an ABR
       Borrowing for which a notice has been given on the same Business Day of
       the proposed Borrowing in compliance with Section 2.03)";

              (c)    to replace "at (i)" in the second sentence in paragraph (b)
       of such Section with the phrase  "(y) in the case of Loans to be made in
       dollars, at (i)";

              (d)    to add immediately before the period at the end of the
       second sentence in paragraph (b) of such Section the phrase "and (z) in
       the case of Eurocurrency Loans to be made in any Designated Foreign
       Currency, at (i) in the case of such Lender, the rate customary in such
       Designated Foreign Currency for settlement of similar inter-bank
       obligations, as quoted by the Administrative Agent or (ii) in the case of
       the Borrower, the interest rate applicable to the Eurocurrency Loans";
       and

              (e)    to add immediately after paragraph (b) at the end of such
       Section the following new paragraph (c):

                     "(c)   Notwithstanding any other provision contained
              herein, in the event that any Lender gives notice to the
              Administrative Agent that it is unable to fund Revolving Loans in
              any Designated Foreign Currency at a reasonable cost to it, the
              Administrative Agent shall, until such notice is withdrawn and to
              the extent necessary in order to excuse such Lender from making
              any Revolving Loans in such Designated Foreign Currency and to
              continue to make available to the Borrowers the full aggregate
              amount of the Revolving Commitments, reallocate from time to time
              among the Lenders the outstanding Revolving Loans denominated in
              dollars and the Revolving Loans in such Designated Foreign
              Currency; PROVIDED that, in the event that the Lenders the
              Applicable Percentages of which aggregate 51% of the Revolving
              Commitments of all Lenders give such notice to the Administrative
              Agent, the Lenders shall not be required to make any Revolving
              Loans in such Designated Foreign Currency until any such notice
              has been withdrawn so that the Lenders the Applicable Percentages
              of which aggregate 51% of the Revolving Commitments of all Lenders
              have either not given any such notice or have withdrawn any such
              notice.".

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<PAGE>

       SECTION 23. INTEREST ELECTIONS. Section 2.06 of the Credit Agreement 
is amended:

              (a)    to add immediately after the phrase "convert such
       Borrowing" in the second sentence in paragraph (a) of such Section the
       phrase "(if such Borrowing was made in dollars)";

              (b)    to add immediately after the phrase "the affected
       Borrowing" in the third sentence in paragraph (a) of such Section the
       phrase "(if such Borrowing was made in dollars)";

              (c)    to add immediately after the phrase "Interest Election
       Request applies" in clause (i) in paragraph (c) of such Section the
       phrase ", whether such Borrowing was made in dollars or in any Designated
       Foreign Currency";

              (d)    to replace the phrase "such Borrowing shall" in the first
       sentence in paragraph (e) of such Section with the phrase "(a) such
       Borrowing, if such Borrowing was made in dollars, shall";

              (e)    to add immediately before the period at the end of the
       first sentence in paragraph (e) of such Section the phrase "or (b) such
       Borrowing, if such Borrowing was made in any Designated Foreign Currency,
       shall be continued for the shortest available Interest Period as
       determined by the Administrative Agent"; and

              (f)    to add in clause (ii) in the second sentence in paragraph
       (e) of such Section (i) immediately after the words "each Eurodollar
       Borrowing" in such clause the words "made in dollars" and (ii)
       immediately before the period at the end of such sentence the phrase "and
       each Eurocurrency Borrowing made in any Designated Foreign Currency shall
       be continued for the shortest available Interest Period as determined by
       the Administrative Agent".

       SECTION 24. REPAYMENT OF TERM LOANS. (a) Paragraph (a) of Section 2.09 
of the Credit Agreement is amended to add at the end thereof the following 
proviso:

              "PROVIDED that, effective upon the date of satisfaction of the
              Coleman Conditions (or on the first such date to occur thereafter
              on which no Default or Event of Default shall have occurred and be
              continuing), the date of payment of (y) the $66,750,000
              installment of the Tranche A Term Loans scheduled to be paid on
              each of September 30, 1999 and March 31, 2000 and (z) the
              $2,500,000 installment of the Tranche B Term Loans scheduled to be
              paid on each of September 30, 1999 and March 31, 2000, in each
              case, shall be extended to April 10, 2000."

       (b)    Paragraph (b) of Section 2.09 of the Credit Agreement is amended:

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<PAGE>

              (i)    to add immediately before clause (i)(x) in such paragraph
       the following new clause (i)(w): 

              "(w)(1) on September 30, 1999 with the amount, if any, by which
              the sum (the "MANDATORY PREPAYMENT AMOUNT") of funds on deposit in
              the Concentration Account on such date, after giving effect to
              Section 2.09(d)(ii), PLUS the aggregate amount of the unused
              Revolving Commitments (calculated in the case of September 30,
              1999 only, exclusive of the Coleman Revolving Commitment Reserve)
              on such date exceeds $115,000,000 and (2) on December 31, 1999
              with the amount, if any, by which the Mandatory Prepayment Amount
              exceeds $125,000,000; PROVIDED that the amount prepaid on
              September 30, 1999, when added to the amount prepaid on December
              31, 1999, in each case in accordance with this clause (w), shall
              not exceed $69,250,000.";

              (ii)   to add immediately after the reference to "(x)" in clause
       (i)(x) in such paragraph the phrase "except as otherwise set forth in
       Section 2.09(d)(i)";

              (iii)  to replace the phrase ", exceeds $15,000,000" in clause
       (i)(x)(1) in such paragraph with the phrase "(or in the case of the 1999
       fiscal year of the Parent, made from and after the Fifth Amendment
       Effective Date during such fiscal year), exceeds $1,000,000";

              (iv)   to delete in their entirety clauses (A) and (B) in the
       proviso in clause (i)(x) in such paragraph; 

              (v)    to delete "and (C)" in the proviso in clause (i)(x) in such
       paragraph;

              (vi)   to delete the words "whether" and "or otherwise" in the
       proviso in clause (i)(x) in such paragraph; and

              (vii)  to add immediately after the words "reduction under this
       paragraph" in the first sentence of clause (iii) in such paragraph the
       parenthetical "(other than with respect to prepayments under clause
       (i)(w) of this paragraph)".

       (c)    Paragraph (b)(iv) of Section 2.09 of the Credit Agreement is
amended in its entirety to read as follows:  

              "(iv) The amount of any repayment of the Term Loans made pursuant
       to clauses (i) or (ii) of this paragraph shall be applied (A) in the
       direct order of maturity of each subsequent scheduled repayment of the
       Term Loans, through and including the repayment due on September 30,
       2000, to be made by the Borrowers pursuant to paragraph (a) of this
       Section and (B) to reduce ratably the amount of all remaining scheduled
       repayments of the Term Loans due after September 30, 2000.".

                                       12

<PAGE>

       SECTION 25. MANDATORY REPAYMENT OF  REVOLVING LOANS. Section 2.09 of 
the Credit Agreement is amended to add immediately after paragraph (c) at the 
end of such Section the following new paragraph (d):

              "(d)   The Parent shall repay or cause a Subsidiary Borrower to
       repay the Revolving Loans (but shall not be required to reduce the
       Revolving Commitments) (i) on the date on which the Parent or any of its
       Subsidiaries shall receive any Net Cash Proceeds with respect to any
       Asset Sale of Non-Core Assets consummated prior to April 10, 2000, but
       solely if, and solely to the extent that, the aggregate Net Cash Proceeds
       from such Asset Sale, when combined with all other Asset Sales of Non-
       Core Assets consummated prior to April 10, 2000, shall be equal to or
       less than $50,000,000 (the amount of any such Net Cash Proceeds in excess
       of $50,000,000 shall be applied to the prepayment of the Term Loans in
       accordance with Section 2.09 (b)(i)(x)), (ii) on each Business Day to the
       extent that funds on deposit in the Concentration Account exceed
       $15,000,000 and (iii) on August 31, 1999 if the Coleman Merger Effective
       Date shall not have occurred prior to such date, to the extent necessary
       to establish the Coleman Revolving Commitment Reserve under the Revolving
       Commitments.".

       SECTION 26. OPTIONAL PREPAYMENT OF LOANS. Section 2.10 of  the Credit 
Agreement is amended:

              (a)    to replace the phrase "a Eurodollar Borrowing, not later
       than 11:00 a.m., New York City time, three Business Days before the date
       of prepayment" in paragraph (b)(i) of such Section with the phrase "a
       Eurocurrency Borrowing (A) made in dollars, not later than 11:00 a.m.,
       Charlotte, North Carolina time, three Business Days before the date of
       prepayment and (B) made in any Designated Foreign Currency, not later
       than 11:00 a.m., Charlotte, North Carolina time, four Business Days
       before the date of prepayment"; and

              (b)    to replace the reference to "New York City time" in
       paragraph (b)(ii) of such Section with a reference to "Charlotte, North
       Carolina time".

       SECTION 27. FEES. Section 2.11 of the Credit Agreement is amended:

              (a)    to replace the phrase "at the rate of 1% per annum" in
       clause (i)(A) in paragraph (b) of such Section with "(y) prior to the
       Coleman Merger Effective Date, at the rate of .75% per annum and (z) on
       or after the Coleman Merger Effective Date, at the rate of .50% per
       annum; PROVIDED that upon the occurrence and during the continuance of an
       Event of Default, such rate shall in each case be changed to 1.00% per
       annum";

              (b)    to change the reference to paragraph "(d)" in such Section
       to a reference to paragraph "(e)"; and

              (c)    to add to such Section the following new paragraph (d):

                                       13

<PAGE>

                     "(d)   The Parent agrees that on the Fifth Amendment
              Effective Date the Lenders shall have earned a fee in an amount
              equal to .25% of the Commitments as of the Fifth Amendment
              Effective Date; PROVIDED that the Parent shall have until the
              earlier of (i) September 30, 2000 and (ii) the date on which the
              Commitments shall have terminated and the principal of and
              interest on the Loans and all other amounts payable by the
              Obligors under this Agreement and the other Loan Documents shall
              have been paid in full, to pay such fee to the Administrative
              Agent, for the account of each Lender; PROVIDED FURTHER that (x)
              if the Aggregate Exposure shall have been reduced, on or before
              September 30, 2000, to $1,000,000,000 or less, such fee shall be
              in an amount equal to .25% of such Commitments, (y) if the
              Aggregate Exposure shall have been reduced, on or before
              September 30, 2000, to $1,200,000,000 or less (but not reduced to
              $1,000,000,000 or less), such fee shall be increased and fully
              earned in an amount equal to .50% of such Commitments and (z) if
              the Aggregate Exposure shall not have been reduced to
              $1,200,000,000 or less on or before September 30, 2000, such fee
              shall be increased and fully earned in an amount equal to 1.00% of
              such Commitments.".

       SECTION 28. INTEREST. (a) Paragraph (a) of Section 2.12 of the Credit 
Agreement is amended to replace the second and third sentences in such 
paragraph with the following:

              "The "APPLICABLE ABR MARGIN" means (i) for each day prior to the
              satisfaction of the Coleman Conditions, 2.50%; (ii) on and after
              the date of satisfaction of the Coleman Conditions, for each day
              for the period (A) prior to the earlier of the Coleman Merger
              Effective Date and September 1, 1999, 2.00%; (B) on and after
              September 1, 1999 and prior to the earlier of the Coleman Merger 
              Effective Date and October 1, 1999, 2.25%; (C) on and after
              October 1, 1999 and prior to the Coleman Merger Effective Date,
              2.50%; (D) from and including the Coleman Merger Effective Date to
              the date of the occurrence of the event described in clause (E)
              below, 1.75%; (E) from and including any date after the Coleman
              Merger Effective Date on which the Aggregate Exposure is less than
              or equal to $1,500,000,000 to the date of the occurrence of the
              event described in clause (F) below, 1.50%; and (F) from and
              including any date after the Coleman Merger Effective Date on
              which the Aggregate Exposure is less than or equal to
              $1,200,000,000, 1.25%; PROVIDED that the Applicable ABR Margin
              shall not be reduced on the date set forth for such reduction in
              clause (A), (D), (E) or (F) above if any Default or Event of
              Default shall have occurred and be continuing on such date, but
              such reduction shall become effective on the first date thereafter
              on which no Default or Event of Default shall have occurred and be
              continuing.

       (b)    Paragraph (b) of Section 2.12 of the Credit Agreement is amended
to replace the second and third sentences in such paragraph with the following:

                                       14

<PAGE>

              "The "APPLICABLE EUROCURRENCY MARGIN" means (i) for each day prior
              to the satisfaction of the Coleman Conditions, 3.75%; (ii) on and
              after the date of satisfaction of the Coleman Conditions for each
              day for the period (A) prior to the earlier of the Coleman Merger
              Effective Date and September 1, 1999, 3.25%; (B) on and after
              September 1, 1999, and prior to the earlier of the Coleman Merger
              Effective Date and October 1, 1999, 3.50%; (C) on and after
              October 1, 1999 and prior to the Coleman Merger Effective Date,
              4.00%; (D) from and including the Coleman Merger Effective Date to
              the date of the occurrence of the event described in clause (E)
              below, 3.00%; (E) from and including any date after the Coleman
              Merger Effective Date on which the Aggregate Exposure is less than
              or equal to $1,500,000,000 to the date of the occurrence of the
              event described in clause (F) below, 2.75%; and (F) from and
              including any date after the Coleman Merger Effective Date on
              which the Aggregate Exposure is less than or equal to
              $1,200,000,000, 2.50%"; PROVIDED that the Applicable Eurocurrency
              Margin shall not be reduced on the date set forth for such
              reduction in clause (A), (D), (E) or (F) above if any Default or
              Event of Default shall have occurred and be continuing on such
              date, but such reduction shall become effective on the first date
              thereafter on which no Default or Event of Default shall have
              occurred and be continuing." .

       (c)    Paragraph (c) of Section 2.12 of the Credit Agreement is amended
in its entirety to read as follows:

                     "(c)  Notwithstanding the foregoing, (i) from the date of
              the occurrence and during the continuance of an Event of Default,
              the Loans shall bear interest, after as well as before judgment,
              at a rate per annum equal to 2% plus the rate otherwise applicable
              to the Loans as provided in the preceding paragraphs of this
              Section and (ii) if any overdue interest on any Loan or any fee or
              other amount payable hereunder is not paid when due, whether at
              stated maturity, upon acceleration or otherwise, such overdue
              amount shall bear interest, after as well as before judgment, at a
              rate per annum equal to 2% plus the rate applicable to ABR Loans
              as provided in paragraph (a) of this Section, from the date of
              such non-payment until such overdue interest, fee or other amount
              is paid in full (after as well as before judgment).".

       SECTION 29. BREAK FUNDING PAYMENTS. Section 2.15 is amended to add 
immediately before the comma at the end of clause (a) in such Section the 
phrase "and other than with respect to prepayments pursuant to Section 
2.09(d)(ii)".

       SECTION 30. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF 
SET-OFFS. Paragraph (a) of Section 2.17 of the Credit Agreement is amended to 
add immediately after the phrase "on the date when due," in such paragraph 
the phrase "in dollars or, in the case of Eurocurrency Loans outstanding in 
any Designated Foreign Currency, such Designated Foreign Currency and whether 
in dollars or any Designated Foreign Currency,".

                                       15

<PAGE>

       SECTION 31. SUBSIDIARY BORROWINGS. Section 2.19 of the Credit 
Agreement is amended:

              (a)     to add immediately after the phrase "a Subsidiary Borrower
       Pledge and Security Agreement" in paragraph (b) of such Section the
       phrase ", a security agreement, substantially in the form of the Parent
       Security Agreement, dated as of July 10, 1998, by the Parent in favor of 
       the Administrative Agent, and any other security agreements or other
       documents requested by the Administrative Agent pursuant to Section 5.11,
       in each case"; and

              (b)    to delete the phrase "of Davis Polk & Wardwell, special
       counsel for the Agents, substantially in the form of Exhibit J, and each"
       in paragraph (c) of such Section.

       SECTION 32. ADDITIONAL MULTICURRENCY PROVISIONS. Article 2 is amended 
to add immediately after Section 2.20 at the end of such Article the 
following new Section 2.21:

              "SECTION 2.21.  CONTROLS; CURRENCY EXCHANGE RATE FLUCTUATIONS. (a)
       In the event that at any time the Parent determines that by reason of
       currency exchange rates any aggregate or individual limits or sublimits
       set forth in Section 2.01(c) have been breached, in each case, by more
       than 5%, the Parent shall immediately notify the Administrative Agent
       (which notice shall promptly be confirmed in writing).

              (b)    The Administrative Agent will calculate the Revolving
       Credit Exposure (including any portion made in any Designated Foreign
       Currency) with respect to all of the Lenders from time to time, and in
       any event on each date of receipt of a notice of Borrowing and otherwise
       not less frequently than once each calendar month.

              (c)    In the event that on any date the Administrative Agent
       calculates that any of such limits or sublimits shall have been breached,
       in each case, by more than 5%, the Administrative Agent shall give notice
       to such effect to the Parent and the Lenders.  

              (d)    Within five Business Days after notification to the
       Administrative Agent pursuant to clause (a) above or receipt of notice
       pursuant to paragraph (c) above, the Parent will, or will cause the
       Borrowers to, make such repayments or prepayments of Revolving Loans
       (together with interest accrued to the date of such repayment or
       prepayment) as shall be necessary to eliminate any excess above any such
       limit or sublimit, unless by the time such repayment or prepayment is
       required to be made, such limit or sublimit is no longer breached by
       reason of currency exchange rate fluctuations.  If any such repayment or
       prepayment of a Eurocurrency Loan pursuant to this Section occurs on a
       day which is not the last day of the then current Interest Period with
       respect thereto, the Parent shall pay to the Lenders such amounts, if
       any, as may be required pursuant to Section 2.15.".

                                       16

<PAGE>

       SECTION 33. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE 
REPRESENTATION AND WARRANTY. Section 3.04 of the Credit Agreement is amended:

              (a)    to add immediately before the phrase "reported on by Arthur
       Andersen LLP" in paragraph (a) of such Section the words "restated and";
       and

              (b)    to add immediately after the phrase "Since December 28,
       1997" in paragraph (b) of such Section the parenthetical "(or December
       31, 1998 from and after such date)".

       SECTION 34. LITIGATION REPRESENTATION AND WARRANTY. Paragraph (c) of 
Section 3.06 of the Credit Agreement is amended (after giving effect to 
Section 65 below) to replace the phrase "the date of this Agreement" in such 
paragraph with the term "the Fifth Amendment Effective Date".

       SECTION 35. ERISA. Section 3.10 of the Credit Agreement is amended to 
replace each reference to "$25,000,000" in such Section with a reference to 
"$40,000,000".

       SECTION 36. DISCLOSURE REPRESENTATION AND WARRANTY. Section 3.11 of 
the Credit Agreement is amended to add the phrase "on or after September 30, 
1998 (in the case of any determination of the truth and correctness of this 
representation on or after the Fifth Amendment Effective Date)" in the second 
sentence of such Section (a) immediately before the phrase "by or on behalf 
of any Obligor" and (b) immediately after the phrase "or delivered".

       SECTION 37. GUARANTORS REPRESENTATION AND WARRANTY. Section 3.12 of 
the Credit Agreement is amended to add  immediately after the phrase "the 
United States of America" in the parenthetical in such Section the phrase 
"and prior to the Coleman Merger Effective Date, Coleman and its 
subsidiaries".

       SECTION 38. PLEDGED ASSETS REPRESENTATION AND WARRANTY. Article 3 of 
the Credit Agreement is amended to add immediately after Section 3.16 at the 
end of such Article the following new Section 3.17:

              "SECTION 3.17.  PLEDGED ASSETS.  Except as set forth on Schedule
       3.17, as of the Fifth Amendment Effective Date all of the material assets
       of the Parent and the Subsidiary Guarantors have been pledged as
       Collateral to the Administrative Agent, for the benefit of the Lenders,
       pursuant to the Collateral Documents.".

       SECTION 39. CONDITIONS TO EACH CREDIT EVENT. Section 4.04 of the 
Credit Agreement is amended:

              (a)    to add immediately after clause (c) of such Section the
       following new clauses (d), (e) and (f):

                     "(d)   At the time of and immediately after giving effect
              to such Borrowing (and the proposed use of such Borrowing on such
              date of 

                                       17

<PAGE>

              Borrowing), the funds on deposit in the Concentration Account 
              shall not exceed $15,000,000.

                     (e)    At the time of and immediately after giving effect
              to such Borrowing, the aggregate Capital Investment shall not be
              less than 85% of the Receivables Purchase Limit, PROVIDED that, if
              the aggregate Capital Investment is less than 85% of the
              Receivables Purchase Limit at such time, this condition shall
              nonetheless be deemed satisfied so long as at the time of and
              immediately after giving effect to such Borrowing, no less than
              85% of the aggregate Outstanding Balance of all Receivables of
              Designated Obligors owned by Sunbeam Products, Inc. shall be
              Eligible Receivables (as each such term is defined in the Existing
              Receivables Program Purchase Agreement);

                     (f)    At the time of and immediately after giving effect
              to such Borrowing, if such Borrowing is in a Designated Foreign
              Currency, there shall be no unused borrowing availability under
              any foreign lines of credit providing borrowings in such
              Designated Foreign Currency."; 

              (b)    to replace the phrase "paragraphs (b) and (c)" in the
       penultimate paragraph of such Section with the phrase "paragraphs (b)
       through (f)"; and

              (c)    to delete in its entirety the last paragraph of such

       SECTION 40.  FINANCIAL STATEMENTS. Section 5.01 is amended:

              (a)    to add immediately after the phrase "each of the first
       three fiscal quarters of each fiscal year of the parent" in paragraph (b)
       of such Section the phrase "(and within 90 days after the end of the
       fourth fiscal quarter of  each fiscal year of the Parent after 1998)";

              (b)    to replace the phrase "its consolidated balance sheet and
       related statements of operations, stockholders' equity" in paragraph (b)
       of such Section with the phrase "its consolidated and consolidating
       balance sheet and related consolidated and consolidating statements of
       operations";

              (c)    to add immediately after the phrase "the previous fiscal
       year," in paragraph (b) of such Section the phrase "and, as it relates to
       the consolidated financial statements,";

              (d)    to add immediately after the phrase "clause (a) or (b)
       above" in paragraph (c) of such Section the phrase "and clauses (A) and
       (J) of Section 5.02";

              (e)    to replace the phrase "Sections 6.01 and 6.11 through 6.15"
       in paragraph (c) of such Section with the phrase "Sections 6.01 and 6.11
       through 6.17";

                                       18

<PAGE>

              (f)    to amend paragraph (f) of such Section in its entirety as
       follows:

                     "(f)   [Intentionally Omitted]."; and

              (g)    to delete the phrase "that notes a "reportable condition""
       at the end of paragraph (g) of such Section.

       SECTION 41. ADDITIONAL INFORMATIONAL REQUIREMENTS. Section 5.02 of the 
Credit Agreement is amended:

              (a)    to replace the reference to "$25,000,000" in paragraph (c)
       of such Section with a reference to "$40,000,000"; 

              (b)    (i) to delete the word "and" at the end of paragraph (c) of
       such Section, (ii) to replace the period at the end of paragraph (d) of
       such Section with "; and", and (iii) to add immediately after paragraph
       (d) of such Section the following new paragraph (e):

                     "(e)   any development, event, or condition that, alone or
              together with any other like developments, events or conditions,
              could reasonably be expected to result in the payment by or
              liability of the Parent or any of its Subsidiaries under or
              pursuant to or as a result of Environmental Laws in an aggregate
              amount exceeding $2,500,000.";

              (c)    to replace paragraphs (A) through (K) with the following
       new paragraphs (A) through (K):

                     "(A)   As soon as available, but no later than 35 days
              after the end of March and April, 1999 and no later than 30 days
              after the end of each month thereafter, a copy of the following
              financial statements (on a preliminary basis in the case of March,
              April and June, 1999):

                            (1)    consolidated statement of operations for the
              Parent and its Consolidated Subsidiaries for the month then ended
              and year-to-date;

                            (2)    consolidated balance sheet for the Parent and
              its Consolidated Subsidiaries for the month then ended;

                            (3)    consolidated statement of cash flow for the
              Parent and its Consolidated Subsidiaries for the month then ended;

                            (4)    operating statements for each Strategic
              Business Unit for the month then ended and year-to-date (except
              the Special Markets Strategic Business Unit, which is reported as
              part of the operations of other Strategic Business Units);

                                       19

<PAGE>

                            (5)    balance sheets for the Parent, Signature,
              First Alert, and the International Group, PROVIDED that as soon as
              available, but not later than 30 days after each month beginning
              with October, 1999, the Borrower will provide balance sheets for
              each Strategic Business Unit (except the Special Markets Strategic
              Business Unit, which is reported as part of the operations of
              other Strategic Business Units);

                            (6)    as soon as available, but not later than 30
              days after each month beginning with October, 1999, cash flow
              statements for each Strategic Business Unit (except the Special
              Markets Strategic Business Unit, which is reported as part of the
              operations of other Strategic Business Units), in each case for
              the month then ended and year-to-date;

              setting forth, in the case of the consolidated balance sheets, in
              comparative form the projected figures set forth in the Business
              Plan covering such month and the figures as of the end of the
              corresponding month of the prior year and December 31, 1998 and,
              in the case of the consolidated operating statements and cash
              flows, in comparative form the projected figures set forth in the
              Business Plan covering such month and the figures for the
              corresponding month of the prior year, certified by a responsible
              officer of the Borrower as being fairly stated in all material
              respects (subject to certain accounts which are adjusted to GAAP
              on a quarterly basis).  Operating statements for each Strategic
              Business Unit are to be presented in comparative form with the
              projected figures in the Business Plan covering such month. 
              Concurrent with these reports, the Borrower will provide
              commentary explaining significant variances from the Business Plan
              covering such month and, where relevant, prior periods.

                     (B)    On or before the 15th day and the last Business Day
              of each month, cash forecasts, showing weekly cash needs (and
              existing and forecasted liquidity under all financing and
              securitization arrangements) for the succeeding 13 weeks from the
              date of preparation of such forecasts.

                     (C)    On or before December 31, 1999, a Business Plan for
              the 2000 fiscal year of the Parent setting forth for each
              Strategic Business Unit and on a consolidated basis monthly
              forecasted results from operations, cash flows and balance sheets.

                     (D)    On or before December 31, 1999, projections for the
              fiscal years 2001 and 2002 of the Parent setting forth for each
              Strategic Business Unit and on a consolidated basis projected
              results from operations, cash flows and balance sheets.

                     (E)    On or before September 30, 1999, the Parent shall
              present to the Lenders its written plan for meeting the
              amortization payments due April 10, 2000.

                                       20

<PAGE>

                     (F)    Biweekly, a report summarizing the status of the
              Parent's Year 2000 Computer Compatibility Project until such time
              as a Financial Officer delivers a certificate to the
              Administrative Agent certifying that such project is materially
              complete.

                     (G)    On or before the last day of each month, (i) a
              report summarizing the status of all consummated and pending 
              Non-Core Asset Sales, (ii) a report summarizing the status of any
              other Asset Sale involving realized or projected Net Cash Proceeds
              in excess of $1,000,000 and (iii) a report of the acquisition by
              the Parent or any Subsidiary of any material unencumbered assets
              during such month.

                     (H)    On or before the last day of each month, a report
              summarizing the status of all litigation described in Section 6.19
              (and any other litigation commenced after the Fifth Amendment
              Effective Date if such other litigation involves potential
              liability and/or projected costs in excess of $2,500,000),
              including all fees and expenses incurred by the Parent or any of
              its Subsidiaries to the extent such amounts have been reported to
              the Parent.

                     (I)    On or before the last day of each month, a report
              summarizing available "point of sale" information with respect to
              retail "sell through" and retailer inventories.

                     (J)    No later than 30 days after the end of each month, a
              report of (i) the amounts of all intercompany loans and advances
              made by the Parent to Coleman, and any repayments made by Coleman
              under the Coleman Intercompany Note during such month, (ii) the
              outstanding principal amount (including capitalized interest
              thereon) of the Coleman Intercompany Note as of the end of such
              month and (iii) the amount of accrued and capitalized interest for
              such month with respect to the Coleman Intercompany Note.

                     (K)    Biweekly, a report with respect to the status of the
              S-4 Registration Statement, and within one Business Day after the
              receipt thereof, a copy of any comments provided by the SEC to the
              Parent or Coleman on the S-4 Registration Statement."; and

              (d)    to delete the clause "and each Operating Unit; provided
       that as soon as possible, such review shall be with respect to the
       Parent" at the end of the last paragraph in such Section.

       SECTION 42. INSURANCE. Section 5.05 of the Credit Agreement is amended 
to add immediately before the period at the end of such Section the phrase ", 
which insurance shall, within 30 days after the Fifth Amendment Effective 
Date, name the Administrative Agent as the loss payee for the proceeds of any 
policy relating to such insurance covering damage to tangible 

                                       21

<PAGE>

property of the Parent and its Subsidiaries; and furnish to the 
Administrative Agent upon written request, full information as to the 
insurance carried".

       SECTION 43. COMPLIANCE WITH ENVIRONMENTAL LAWS. Section 5.07 of the 
Credit Agreement is amended to amend paragraph (c) in its entirety to read as 
follows:

              "(c)   The Parent will, and will cause each of its Subsidiaries
       to, (i) comply with all applicable Environmental Laws, and obtain, comply
       with and maintain any and all permits required under applicable
       Environmental Laws; and (ii) take reasonable efforts to ensure that all
       of its tenants, subtenants, contractors, subcontractors, and invitees
       comply with all Environmental Laws, and obtain, comply with and maintain
       all Environmental Permits, applicable to any of them, PROVIDED that the
       failure of the Parent or any of its Subsidiaries to so obtain, comply or
       maintain shall not be deemed to constitute a violation of this covenant
       so long as (i) upon learning of any failure, the Parent or the applicable
       Subsidiary, as the case may be, shall undertake all reasonable efforts to
       remedy such failure, and (ii) such failure and any other failure to
       obtain, comply with or maintain the obligations imposed by the foregoing
       sentence, individually or in the aggregate, could not reasonably be
       expected to result in a Material Adverse Effect."

       SECTION 44. USE OF PROCEEDS. Section 5.08 of the Credit Agreement is 
amended:

              (a)    to delete the phrase "and Permitted Acquisitions" from
       clause (iv) of the first sentence of such Section;

              (b)    to delete the word "and" immediately preceding the
       reference to "(v)" in the first sentence of such Section; and

              (c)    to add immediately before the period at the end of the
       first sentence of such Section the phrase "and (vi) in the case of the
       Coleman Revolving Commitment Reserve if the Coleman Merger Effective Date
       shall not have occurred prior to August 31, 1999, only to pay cash
       consideration for common stock of Coleman required in connection with the
       consummation of the merger that will result in Coleman becoming a Wholly
       Owned Subsidiary".

       SECTION 45. FURTHER ASSURANCES. Section 5.09 of the Credit Agreement 
is amended:

              (a)    to add immediately after the words "the United States" in
       the second parenthetical in clause (i) in paragraph (b) in such Section
       the parenthetical "(or a Subsidiary engaged in no business other than the
       ownership of the capital stock or other equity interests in one or more
       Subsidiaries)";

              (b)    to add immediately after the words "the United States" in
       the second parenthetical in clause (ii) in paragraph (b) in such Section 
       the parenthetical

                                       22

<PAGE>

        "(or a Material Subsidiary engaged in no business other than ownership 
       of the capital stock or other equity interests in one or more Material 
       Subsidiaries";

              (c)    to add the following new paragraph at the end of Section
       5.09(b):

                            "Notwithstanding anything to the contrary contained
                     in this Section 5.09(b), the Coleman Collateral Documents
                     will govern with respect to the timing and extent of
                     guarantees to be executed and Liens to be granted by
                     Coleman and its subsidiaries."; and

              (d)    to add immediately after paragraph (d) at the end of such
       Section the following new paragraph (e):

                     "(e)   In addition to the Parent's obligations under this
              Section 5.09, the Required Lenders shall have the right from time
              to time after the Fifth Amendment Effective Date in the good faith
              exercise of their discretion to require the Parent (and the Parent
              shall in any event have the right) to (i) cause each Subsidiary or
              Person which becomes a Subsidiary (other then Coleman and its
              subsidiaries prior to the Coleman Merger Effective Date, any
              Inactive Subsidiary, any Subsidiary organized under the laws of
              any jurisdiction outside of the United States, or any Subsidiary
              engaged in no business other than the ownership of the capital
              stock or other equity interests of one or more entities organized
              under the laws of any jurisdiction outside of the United States)
              to become a party to the Subsidiary Guarantee as guarantor in the
              manner set forth in clause (i) of Section 5.09(b), (ii) pledge or
              cause to be pledged the capital stock or other equity interests of
              such Subsidiary in the manner and subject to the limitations
              contained in clause (ii) of Section 5.09(b) and (iii) cause any
              such Subsidiary to take the actions as contemplated by the second
              paragraph of clause (ii) of Section 5.09(b) and by Section
              5.09(d).".

       SECTION 46. LIENS ON ASSETS. Section 5.11 of the Credit Agreement is 
amended: 

              (a)    to add immediately after the phrase "require the Parent" in
       the first sentence of such Section the phrase "or any Subsidiary Borrower
       (other than Coleman prior to the Coleman Merger Effective Date)";

              (b)     to add immediately after the phrase "obligations of the
       Parent" in the first sentence of such Section the phrase ", the
       Subsidiary Borrowers";

               (c)   to add immediately after the phrase "Within 30 days after
       any such request, the Parent" in the third sentence of such Section the
       phrase "and the applicable Subsidiary Borrower"; 

              (d)    to delete the phrase "of the Parent" immediately after the
       phrase "appropriate Subsidiary Guarantor" in the third sentence of such
       Section;

                                       23

<PAGE>

              (e)    to add immediately after the phrase "Within 45 days after a
       request for security pursuant hereto, the Parent" in the fourth sentence
       of such Section the phrase "and the applicable Subsidiary Borrower";

              (f)    to delete the phrase "of the Parent" immediately after the
       phrase "appropriate Subsidiary Guarantor" in the fourth sentence of such
       Section; and 

              (g)    to add immediately after the phrase "satisfaction of the
       Parent's" in the fourth sentence of such Section the phrase "or the
       appropriate Subsidiary Borrower's".

       SECTION 47. S-4 REGISTRATION STATEMENT. Article 5 of the Credit 
Agreement is amended to add immediately after Section 5.13 at the end of such 
Article the following new Section 5.14:

              "SECTION 5.14.  S-4 REGISTRATION STATEMENT.  The Parent and
       Coleman will at all times use their respective reasonable best efforts to
       expedite the filing of the S-4 Registration Statement with the SEC and to
       expedite the process pursuant to which the SEC will declare the S-4
       Registration Statement effective.".

       SECTION 48. LIENS. Section 6.02 of the Credit Agreement is amended:

              (a)    to amend paragraph (e) of such Section in its entirety as
       follows:

                     "(e)   [Intentionally Omitted];"; and

              (b)    to amend paragraph (f) of such Section to replace the
       phrase "agreements for limited recourse sales by the Parent or any of its
       Subsidiaries for cash of such accounts receivable" in such paragraph with
       the phrase "the Existing Receivables Program".

       SECTION 49. FUNDAMENTAL CHANGES. Section 6.03 of the Credit Agreement 
is amended:

              (a)    to delete in its entirety the parenthetical "(other than
       Margin Stock that is disposed of for fair value)" in paragraph (a) of
       such Section; and

              (b)    to delete the words "whether" and "or otherwise" in clause
       (i) in paragraph (c) of such Section.

                                       24

<PAGE>

       SECTION 50. PERMITTED INVESTMENTS. Section 6.04 of the Credit 
Agreement is amended:

              (a)    to add at the end of clause (b) in such Section immediately
       before the semicolon the following proviso "; PROVIDED that, prior to the
       Coleman Merger Effective Date, the Parent and its Subsidiaries (other
       than Coleman and its subsidiaries) will not make Investments in the
       capital stock of, or make capital contributions to, Coleman or any
       subsidiary of Coleman (other than to consummate the merger (after the S-4
       Registration Statement is declared effective by the SEC) that will result
       in Coleman becoming a Wholly Owned Subsidiary)";

              (b)    to add at the end of clause (c) in such Section immediately
       before the semicolon the following proviso:

              "; PROVIDED that the Parent and its Subsidiaries will not make any
              loans and advances to (x) Coleman or any of its subsidiaries,
              except that the Parent may make loans and advances to Coleman
              under the Coleman Intercompany Note or (y) any Inactive Subsidiary
              in an amount in excess of $100,000, except loans and advances
              related to environmental remediation, litigation and product
              liability issues;";

              (c)    to delete the word "and" at the end of clause (e); 

              (d)    to amend clause (f) in such Section in its entirety to read
       as follows:

                     "(f)   capital contributions, or deemed capital
              contributions, by Sunbeam Products, Inc. in Sunbeam Asset
              Diversification, Inc. pursuant to the Existing Receivables
              Program; and"; and

              (e)    to add immediately after clause (f) in such Section the
       following new clause (g):

                     "(g)   Investments as of the Effective Date by the Parent
              in any Subsidiary and made by any Subsidiary in the Parent or any
              other Subsidiary.".

       SECTION 51. RESTRICTED PAYMENTS; VOLUNTARY PAYMENTS. Section 6.06 of 
the Credit Agreement is amended:

               (a)   (i) to delete in their entirety clauses (ii), (v), (vi) and
       (vii) in paragraph (a) of such Section, (ii) to renumber clauses (iii)
       and (iv) in paragraph (a) of such Section as clauses (ii) and (iii),
       respectively, and (iii) to insert at the end of new clause (ii) in
       paragraph (a) of such Section the following proviso "PROVIDED that prior
       to the Coleman Merger Effective Date, Coleman may only declare and pay
       dividends ratably with respect to its capital stock which are payable
       solely in additional shares of its capital stock, and"; and

                                       25

<PAGE>

              (b)    (i) to add a reference to "(i)" immediately after the
       phrase "retire, purchase, acquire, defease or" in paragraph (b) of such
       Section and (ii) to add immediately before the period at the end of such
       Section the phrase "or (ii) otherwise make any optional prepayment in
       respect of the principal of any Indebtedness other than Indebtedness
       under this Agreement and any intercompany Indebtedness permitted under
       this Agreement".

       SECTION 52. TRANSACTIONS WITH AFFILIATES. Section 6.07 of the Credit 
Agreement is amended:

              (a)    to replace the word "and" immediately preceding the
       reference to "(d)" in such Section with a comma; and

              (b)    to add immediately before the period at the end of such
       Section the phrase "and (e) the transactions contemplated by the Coleman
       Intercompany Note".

       SECTION 53. MODIFICATION OF CERTAIN DOCUMENTS. Section 6.09 of the 
Credit Agreement is amended:

              (a)    to add immediately before the first sentence of such
       Section a reference to "(a)";

              (b)    to replace the  word "or" immediately before the reference
       to "(ii)" in new paragraph (a) of such Section with a semicolon; 

              (c)    to delete the phrase "which by its terms is expressly
       subordinated in right of payment to the Loans and the reimbursement
       obligations with respect to LC Disbursements" from clause (ii) in such
       Section;

              (d)    to add immediately before the period at the end of new
       paragraph (a) of such Section the following new clause (iii) "or (iii)
       except as permitted under the Collateral Documents, consent to or solicit
       or enter into any amendment or supplement to, or any waiver or other
       modification of any Pledged Instrument (as defined in the Parent Pledge
       and Security Agreement) or any document or instrument evidencing the
       grant of any collateral securing any Collateral under (and as defined in)
       any of the Collateral Documents, including without limitation, any
       Pledged Instrument evidencing Indebtedness owed by Coleman to the
       Parent."; and

              (e)    to add immediately after the first paragraph of such
       Section the following new paragraph (b):

                     "(b)   From and after the Fifth Amendment Effective Date,
              without the consent of the Required Lenders, (x) the Parent will
              not, and will not permit any of its Subsidiaries to, consent to or
              solicit or enter into 

                                       26

<PAGE>

              any amendment or supplement to, or any waiver or other 
              modification of, the Existing Receivables Program Purchase 
              Agreement, the Receivables Sale and Contribution Agreement 
              dated as of December 4, 1997 between Sunbeam Products, Inc. and 
              Sunbeam Asset Diversification, Inc. or any receivables sale 
              agreements of the type described in clause (y) below if such 
              amendment, supplement, waiver or other modification (i) would 
              result in a reduction of the Receivables Purchase Limit, (ii) 
              would result in an amendment, supplement, waiver or other or 
              modification of the definitions of the terms "Capital 
              Investment", "Eligible Receivable", "Applicable Margin 
              Reserve", "Dilution Reserve", "Fee Reserve" or "Yield Reserve" 
              if any such amendment, supplement, waiver or modification would 
              have the effect set forth in clause (iii) below or (iii) would 
              otherwise reduce the financing available to the Parent or any 
              of its Subsidiaries pursuant to the Existing Receivables 
              Program or have an adverse effect on the interests of the 
              Lenders or the Administrative Agent and (y) the Parent will 
              not, and will not permit any of its Subsidiaries to, enter into 
              any receivables sale agreement relating to the Existing 
              Receivables Program other than a receivables sale agreement 
              intended to provide for the inclusion of certain accounts 
              receivable of the Parent or such Subsidiary in the Existing 
              Receivables Program, which receivables sale agreement shall be 
              in form and substance reasonably satisfactory to the Required 
              Lenders.".

       SECTION 54. CAPITAL EXPENDITURES. Section 6.11 is amended to add at 
the end of such Section the following new paragraph:

              "Notwithstanding the foregoing, Consolidated Capital Expenditures
       at any time during each of the periods set forth below will not exceed
       the amount set forth below opposite such period (in each case excluding
       Year 2000 Compatibility Expenditures which would otherwise have been
       included in Consolidated Capital Expenditures for such period):

<TABLE>
<CAPTION>
                               Period                       Amount
                               ------                       ------
<S>                                                       <C>
               January 1, 1999 - June 30, 1999            $40,000,000

               January 1, 1999 - September 30, 1999       $50,000,000

               January 1, 1999 - December 31, 1999        $55,000,000

               January 1, 1999 - March 31, 2000

</TABLE>

       SECTION 55. LEVERAGE RATIO. Section 6.12 of the Credit Agreement is 
amended to delete the proviso in such Section.

       SECTION 56. INTEREST COVERAGE RATIO. Section 6.13 of the Credit 
Agreement is amended to delete the proviso in such Section.

                                       27

<PAGE>

       SECTION 57. FIXED CHARGE COVERAGE RATIO. Section 6.14 of the Credit 
Agreement is amended to delete the proviso in such Section.

       SECTION 58. CONSOLIDATED EBITDA. Section 6.15 is amended in its 
entirety to read as follows:

              "SECTION 6.15.  CONSOLIDATED EBITDA.  At the last day of each
       month set forth below, Consolidated EBITDA (excluding Year 2000
       Compatibility Expenditures, bank amendment expenditures and expenditures
       for the Lenders' advisors, in each case to the extent deducted in
       determining Consolidated EBITDA) for the period from January 1, 1999
       through the last day of such month will not be less than the amount set
       forth below opposite such month:

<TABLE>
<CAPTION>
                                 Month     Consolidated EBITDA
                                 -----     -------------------
<S>                                        <C>
                           April, 1999            $6,300,000  

                             May, 1999           $18,000,000  

                            June, 1999           $31,400,000  

                            July, 1999           $46,200,000  

                          August, 1999           $55,250,000  

                       September, 1999           $74,000,000  

                         October, 1999           $89,900,000  

                        November, 1999          $107,950,000  

                        December, 1999          $113,500,000  

                         January, 2000          $110,000,000  

                        February, 2000          $110,000,000  

                           March, 2000          $121,000,000".

</TABLE>

       SECTION 59. ADDITIONAL NEGATIVE COVENANTS. Article 6 is amended to add 
immediately after Section 6.15 at the end of such Article the following new 
Sections 6.16, 6.17, 6.18, 6.19, 6.20 and 6.21:

              "SECTION 6.16.  OUTSTANDING REVOLVING LOANS.  At the last day of
       each month set forth below, the aggregate outstanding amount of Revolving
       Loans (without giving effect to (x) any reduction of the Revolving Loans
       pursuant to Section 2.09(d)(i) in excess of $20,000,000 or (y) any use of
       Revolving Loans, including under the Coleman Revolving Commitment
       Reserve, to consummate the merger that will result in Coleman becoming a
       Wholly Owned Subsidiary) will not exceed the amount set forth below
       opposite such month:

                                       28

<PAGE>

<TABLE>
<CAPTION>
                                 Month    Outstanding Revolving Loans
                                 -----    ---------------------------
<S>                                       <C>
                           April, 1999           $290,400,000 

                             May, 1999           $303,700,000 

                            June, 1999           $279,100,000 

                            July, 1999            $281,400,000

                          August, 1999            $264,200,000

                       September, 1999            $257,300,000

                         October, 1999            $277,000,000

                        November, 1999            $224,200,000

                        December, 1999            $185,200,000

                         January, 2000            $201,500,000

                        February, 2000            $217,800,000

                           March, 2000            $234,100,000

</TABLE>

              SECTION 6.17.  YEAR 2000 COMPATIBILITY EXPENDITURES.  At the last
       day of each fiscal quarter of the Parent set forth below, Year 2000
       Compatibility Expenditures (on an aggregate basis for the Parent and its
       Consolidated Subsidiaries) for the period, on a cumulative basis, from
       January 1, 1999 through the last day of such fiscal quarter will not be
       more than the amount set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                                           Year 2000
                       Fiscal Quarter      Compatibility Expenditures
                       --------------      --------------------------
<S>                                        <C>
                            June 30, 1999  $37,500,000

                       September 30, 1999  $45,000,000

                        December 31, 1999  $50,000,000

</TABLE>

              SECTION 6.18.  CASH MANAGEMENT.  The Parent will not, and will not
       permit any Subsidiary to fail to maintain a system of cash management
       that concentrates in the Concentration Account (a) on a daily basis all
       available funds from the domestic operations of the Parent and its
       Subsidiaries (except that in connection with certain retail operations,
       the related regional store bank accounts will be swept a minimum of once
       each week) and (b) within two Business Days after receipt thereof in the
       United States by the Parent or any Subsidiary, all funds 

                                       29

<PAGE>

       from the foreign operations of the Parent and its Subsidiaries (which 
       funds shall be remitted to the Unites States in a manner consistent with
       past practices), which Concentration Account shall at all times on and 
       after May 25, 1999 be subject to the Blocked Account Agreement.

              SECTION 6.19.  LITIGATION SETTLEMENT.   Without the consent of the
       Required Lenders (which consent shall not be unreasonably withheld or
       delayed), the Parent will not settle any litigation relating to the
       restatement in October, 1998 of the financial statements of the Parent
       and its Consolidated Subsidiaries for the 1996 and 1997 fiscal years of
       the Parent and for the fiscal quarter of the Parent ended March 31, 1998,
       requiring the payment of money (not paid by insurance carriers or other
       third parties) on an aggregate basis for all such litigation in excess of
       $1,000,000.

              SECTION 6.20.  FOREIGN CREDIT FACILITIES.  The Parent will not,
       and will not permit any Subsidiary to, fail to use its reasonable best
       efforts to maximize utilization of and maintain any foreign credit
       facilities in existence on the Fifth Amendment Effective Date which
       provide for borrowings in foreign currencies.

              SECTION 6.21.  EXISTING RECEIVABLES PROGRAM.  The Parent will not,
       and will not permit any Subsidiary to, fail to use its reasonable best
       efforts (a) to maintain the Existing Receivables Program and comply with
       the terms and provisions thereof, (b) to maximize the aggregate Capital
       Investment up to the Receivables Purchase Limit and (c) if the Capital
       Investment falls below the level of Capital Investment assumed in the
       Business Plan in respect of the 1999 fiscal year of the Parent (or in
       respect of the 2000 fiscal year of the Parent, $30,000,000 for January
       and February and $35,000,000 for March) for any period of 30 consecutive
       days, to supplement or replace the Existing Receivables Program with an
       alternative accounts receivables program, which alternative accounts
       receivables program shall be on terms and conditions reasonably
       satisfactory to the Required Lenders, such that the aggregate financing
       received by the Parent and its Subsidiaries from all such accounts
       receivables programs is at least equal to such assumed level of Capital
       Investment.".

       SECTION 60. EVENTS OF DEFAULT. Article 7 of the Credit Agreement is 
amended:  

              (a)    to delete the parenthetical "(with respect to the Parent's
       existence)" in paragraph (d) of such Article; 

              (b)    to replace the reference to "$25,000,000" in paragraph (l)
       of such Section with a reference to "$40,000,000";

              (c)    to add immediately after the semicolon at the end of
       paragraph (o) of such Article the word "or"; and

                                       30

<PAGE>

              (d)    to add (in order to supersede Section 5.09(c)) immediately
       after paragraph (o) at the end of such Article the following new
       paragraphs (p) and (q);

                     "(p)   (i) the S-4 Registration Statement has not been
              declared effective by the SEC on or before October 30, 1999, (ii)
              the Coleman Merger Effective Date shall not have occurred within
              25 Business Days after the SEC declares the S-4 Registration
              Statement effective or (iii) the cash consideration (including
              without limitation, payments on account of the exercise of any
              appraisal rights, but excluding related legal, accounting and
              other customary fees and expenses) to consummate the merger that
              will result in Coleman becoming a Wholly Owned Subsidiary exceeds
              $87,500,000; or

                     (q)    Coleman and each of its applicable subsidiaries
              shall fail to execute and deliver by May 25, 1999 the Coleman
              Collateral Documents, or the Parent (and to the extent applicable,
              the Subsidiaries) shall fail to execute and deliver by May 25,
              1999 the Blocked Account Agreement".

       SECTION 61. NOTICES. Paragraph (a) of Section 10.01 of the Credit 
Agreement is amended in its entirety to read as follows:

                     "(a)   if to a Borrower, to it at Sunbeam Corporation, 2381
              Executive Center Drive, Boca Raton, Florida 33431, Attention:  Mr.
              Bobby Jenkins (Telecopy No. (561) 912-4263);".

       SECTION 62. WAIVERS; AMENDMENTS. Section 10.02 of the Credit Agreement 
is amended:

              (a)    to add the phrase ", the Subsidiary Borrowers" immediately
       following the phrase "entered into by the Parent" and the phrase "or by
       the Parent"; and     

              (b)    to add immediately following the phrase "with Revolving
       Commitments," in paragraph (b)(iii) of such Section the phrase ", amend
       or otherwise modify Schedule B or".

       SECTION 63. ASSIGNMENTS. Paragraph (b) of Section 10.04 of the Credit 
Agreement is amended (a) to delete the phrase "and, after the Agents have 
notified the Parent that primary syndication has been completed, the Parent" 
in the parenthetical in clause (i) in the first proviso in such paragraph, 
(b) to replace the phrase "each of the Parent and the Administrative Agent 
otherwise consent" in clause (ii) in such paragraph with the phrase "the 
Administrative Agent otherwise consents" and (c) to delete the second proviso 
in such paragraph.

                                       31

<PAGE>

       SECTION 64. RIGHT OF SETOFF. Section 10.08 of the Credit Agreement is 
amended to delete the phrase "held by such Lender or any of its Affiliates" 
in the first sentence of such Section.

       SECTION 65. ADDITION OF SCHEDULES AND NEW EXHIBIT. The Credit 
Agreement is amended:

              (a)    to replace Schedule 2.01 (Commitments), Schedule 3.01(a)
       (Material Domestic Subsidiaries), Schedule 3.01(b) (Material Foreign
       Subsidiaries), Schedule 3.06 (Litigation and Environmental Matters) and
       Schedule A (Strategic Business Units)  thereto with new Schedules in the
       forms attached to this Amendment as Exhibits A, B, C, D and E,
       respectively,

              (b)    to amend Schedule 3.16 (Outstanding Principal Indebtedness)
       to the Credit Agreement to add immediately after Section I.A.5. in such
       Schedule a reference to "C.  Subordinated Notes";

              (c)    to amend Schedule 6.01 to the Credit Agreement (Outstanding
       Indebtedness) to the Credit Agreement to add immediately after Section
       I.5. in such Schedule a reference to "6.  Subordinated Notes at maturity
       -- $2,014,000,000"; and

              (d)    to add new a Schedule 3.17 (Material Unencumbered Assets),
       Schedule B (Designated Foreign Currencies) and Schedule C (Non-Core
       Assets) thereto (and a corresponding reference in the table of contents
       of the Credit Agreement) in the forms attached to this Amendment as
       Exhibits F, G and H, respectively.

       SECTION 66. CONSENT WITH RESPECT TO COLEMAN AS SUBSIDIARY BORROWER. 
Pursuant to the Second Waiver, dated as of February 12, 1999, under the 
Credit Agreement and the Subsidiary Borrowing Agreement, dated as of February 
12, 1999 (the "COLEMAN BORROWING AGREEMENT"), among the Parent, Coleman and 
the Administrative Agent, Coleman became a Subsidiary Borrower under the 
Credit Agreement, PROVIDED, HOWEVER, such Second Waiver provided that without 
the prior written consent of the Administrative Agent and the Required 
Lenders, Coleman would not be permitted to borrow Loans in its capacity as a 
Subsidiary Borrower and could only request the issuance of Letters of Credit 
for its account in accordance with the terms contained in the Coleman 
Borrowing Agreement.  The Administrative Agent and the Lenders hereby consent 
to permit Coleman, in its capacity as a Subsidiary Borrower, on and after the 
Coleman Merger Effective Date, to borrow Loans and to request Letters of 
Credit in accordance with Article 2 of the Credit Agreement.

       SECTION 67. WAIVERS OF FINANCIAL STATEMENT DELIVERY, HEDGING 
OBLIGATIONS, FINANCIAL COVENANTS AND REPRESENTATIONS. (a) The Lenders hereby 
waive, until April 10, 2000, any Default or Event of Default arising by 
reason of the representations and warranties contained in Sections 3.04 
(FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE), 3.06 (LITIGATION AND 
ENVIRONMENTAL MATTERS) and 3.07 (COMPLIANCE WITH LAWS AND AGREEMENTS) of the 
Credit 

                                       32

<PAGE>

Agreement to have proven to have been materially incorrect when made or 
deemed made at any time prior to the Fifth Amendment Effective Date; 

       (b)    The Lenders hereby waive, until April 10, 2000, any Default or 
Event of Default arising by reason of the representation and warranty 
contained in Section 3.11 (DISCLOSURE) of the Credit Agreement to have proven 
to have been materially incorrect when made or deemed made at any time prior 
to the Fifth Amendment Effective Date; PROVIDED that such waiver is 
conditioned upon the representation and warranty contained in the second 
sentence of such Section 3.11 on and after the Fifth Amendment Effective Date 
to be true and correct (for purposes of Section 4.04(b), and not materially 
incorrect, for purposes of paragraph (c) of Article 7) in respect of all 
reports, financial statements, certificates or other information (taken as a 
whole) furnished on or after September 30, 1998 by or on behalf of any 
Obligor to the Administrative Agent or any Lender. 

       (c)    The Lenders hereby waive, until April 10, 2000, (i) any Default or
Event of Default arising by reason of the representation and warranty contained
in Section 3.04(c) or Section 3.14 (ACQUISITION DOCUMENTS) of the Credit
Agreement to have proven to have been materially incorrect when made or deemed
made and (ii) the condition under Section 4.04(b) that each representation and
warranty referenced in clause (i) be true and correct when made or deemed made.

       (d)    The Lenders hereby waive any Default or the Event of Default
arising by reason of the failure by the Parent to comply with the requirement
contained in Section 5.01(a) (FINANCIAL STATEMENTS) of the Credit Agreement to
furnish, by March 31, 1999, its audited consolidated balance sheet and related
statements of operations, stockholders' equity and cash flows as of the end of
and for the 1998 fiscal year of the Parent (the "1998 FINANCIAL STATEMENTS");
PROVIDED that such waiver is conditioned upon the 1998 Financial Statements
being furnished to the Administrative Agent (and compliance with Section 5.01(a)
being achieved) on or before April 30, 1999.

       (e)    The Lenders hereby waive, until April 10, 2000, any Default or
Event of Default arising by reason of the failure by the Parent to comply with
Section 5.10 (APPROVED HEDGING AGREEMENTS) of the Credit Agreement.

       (f)    The Lenders hereby waive, until April 10, 2000, (i) any Events 
of Default arising by reason of the failure by the Parent to comply with 
Section 6.12 (LEVERAGE RATIO), Section 6.13 (INTEREST COVERAGE RATIO) and 
Section 6.14 (FIXED CHARGE COVERAGE RATIO) of the Credit Agreement at the 
last day of the fiscal quarters of the Parent ending June 30, 1998, September 
30, 1998 and December 31, 1998 and (ii) any Event of Default arising by 
reason of any failure by the Parent to comply with Section 6.12 (LEVERAGE 
RATIO), Section 6.13 (INTEREST COVERAGE RATIO) and Section 6.14 (FIXED CHARGE 
COVERAGE RATIO) of the Credit Agreement at the last day of any fiscal quarter 
of the Parent during the 1999 fiscal year of the Parent and at the last day 
of the fiscal quarter of the Parent ending March 31, 2000. 

                                       33

<PAGE>

       (g)    The Lenders hereby waive, until April 10, 2000, any Default or 
Event of Default that existed on June 30, 1998.  This waiver shall not 
constitute a waiver of any Default or Event of Default existing on or after 
July 1, 1998 after giving effect to this Amendment.

       SECTION 68. AGREEMENTS.

       (a)    In addition to the Lenders' inspection and meeting rights under
Section 5.02 and 5.06 of the Credit Agreement, and the right of the Parent to at
any time request a meeting with the Lenders, if the Parent determines that the
S-4 Registration Statement may not be declared effective by the SEC on or before
October 30, 1999 or that the Coleman merger may not be consummated within 25
Business Days after the S-4 Registration Statement is declared effective by the
SEC, and if the Parent so requests,  the Lenders will meet with the Parent on or
about September 30, 1999 and will consider and discuss in good faith any
proposal that the Parent determines to make to amend or waive paragraph (p) of
Article 7 of the Credit Agreement.

       (b)    Subject to paragraph (c) below, if paragraph (p) of Article 7 
is amended at the request of the Parent after the Amendment Effective Date, 
including without limitation, to extend the October 30, 1999 date and/or the 
25-Business Day time period set forth therein, or the Lenders agree to waive 
the occurrence of any Event of Default under such paragraph (p) of Article 7, 
the Lenders agree that no fee (including without limitation, any extension, 
waiver or amendment fee) will be payable to the Lenders in connection with 
any such amendment or waiver, PROVIDED that (i) as of the effective date of 
any such amendment or waiver, no other Default or Event of Default shall have 
occurred and be continuing and (ii) the Parent has demonstrated to the 
reasonable satisfaction of the Lenders that the Parent and its Subsidiaries 
were at all times in compliance with Section 5.14 of the Credit Agreement.

       (c)    (i)  The agreement of the Lenders to meet at the request of the
Parent (and to consider and discuss any proposal) as set forth in paragraph (a)
above, and to forego the payment of a fee as set forth in paragraph (b) above,
shall not constitute the Lenders' consent or indicate their willingness to at
any time consent to any amendment or waiver of paragraph (p) of Article 7, (ii)
the Lenders shall have no obligation whatsoever, express or implied, to agree or
consent to any proposed amendment or waiver of paragraph (p) of Article 7, (iii)
the decision whether to agree to any such amendment or waiver shall be at the
sole discretion of the Lenders and (iv) the Lenders expressly reserve all of
their rights and remedies upon the occurrence and during the continuance of any
Default or Event of Default. The reservation of rights set forth in clauses (i)
through (iv) of this paragraph (c) shall remain in effect regardless of (A)
whether any such amendment or waiver request is made before or after the
occurrence of an Event of Default under such paragraph (p) of Article 7, (B) any
fact or circumstance, including the circumstances giving rise to any such
potential request for an amendment or waiver or any such Event of Default, (C) 
the fact that the Parent and its Subsidiaries may at all times have complied
with Section 5.14 or (D) whether the Parent determines to propose the payment of
a fee in connection with any such proposed amendment or waiver.

       SECTION 69. GOVERNING LAW. This Amendment shall be governed by and 
construed in accordance with the laws of the State of New York.

                                       34

<PAGE>

       SECTION 70. 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 71. 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 72. 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 party
thereto a counterpart to an omnibus amendment to the Collateral Documents,
substantially in the form attached to this Amendment as Exhibit I, signed on
behalf of 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 the Parent the
amended and restated intercompany note, substantially in the form attached to
this Amendment as Exhibit J (the "COLEMAN INTERCOMPANY NOTE"), signed on behalf
of Coleman and indorsed to the order of the Administrative Agent;

       (d)    the Parent shall have received, with a copy for the Administrative
Agent, counterparts to the following documents (collectively with the Coleman
Intercompany Note, the "COLEMAN INTERCOMPANY DOCUMENTS"):  (i) a pledge and
security agreement, substantially in the form attached to this Amendment as
Exhibit K, signed on behalf of each party thereto, (ii) a security agreement,
substantially in the form attached to this Amendment as Exhibit L, signed on
behalf of each party thereto, and (iii) a patent security agreement, a trademark
security agreement and a copyright security agreement, substantially in the
forms attached as Exhibits B, C and D, respectively, to Exhibit L to this
Amendment, in each case, signed on behalf of each party thereto;

       (e)    the Administrative Agent shall have received all certificates,
notes, instruments and other documents required to be delivered to it as
collateral pursuant to the Collateral Documents (after giving effect to the
omnibus amendment referenced in clause (b) above) and the Coleman Intercompany
Documents;

                                       35

<PAGE>

       (f)    the Administrative Agent shall have received a favorable 
written opinion (addressed to the Administrative Agent and the Lenders and 
dated the Amendment Effective Date) of Skadden, Arps, Slate, Meagher & Flom 
LLP, special counsel for the Obligors and of Janet Kelley, Esq., associate 
general counsel for the Obligors, and general counsel to Coleman, 
collectively covering such matters relating to the Obligors, the Loan 
Documents or the Coleman Intercompany Documents as the Required Lenders shall 
reasonably request; 

       (g)    the Administrative Agent shall have received such documents and 
certificates as the Administrative Agent or its counsel may reasonably 
request relating to the organization, existence and good standing of the 
Parent, the authorization of the transactions contemplated by the Coleman 
Intercompany 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;

       (h)    the Lenders shall be (and by their execution hereof, hereby 
confirm that they are) satisfied with (a) all of their legal, regulatory and 
financial due diligence and (b) the cash flow and other projections and other 
financial information provided by the Parent for the period through March 31, 
2000; and

       (i)    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.

                                       36

<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 /s/ J.W. Levin
                                     ---------------------------
                                     Name: Jerry Levin
                                     Title: Chairman, President and CEO


                                   THE COLEMAN COMPANY, INC.


                                   By /s/ J.W. Levin
                                     ---------------------------
                                     Name: Jerry Levin
                                     Title: Chairman and CEO


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


                                   By /s/ Michael Hart
                                     ---------------------------
                                     Name: Michael Hart
                                     Title: Principal


                                   BANK OF AMERICA NATIONAL TRUST AND
                                      SAVINGS ASSOCIATION, individually and as
                                       Documentation Agent


                                   By /s/ H.G. Wheelock
                                     ---------------------------
                                     Name: H.G. Wheelock
                                     Title: Vice President


                                   FIRST UNION NATIONAL BANK,
                                        individually and as Administrative Agent


                                   By /s/ T.M. Molitor
                                     ---------------------------
                                     Name: T.M. Molitor
                                     Title: SVP