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                         SUBSIDIARY BORROWING AGREEMENT

                  SUBSIDIARY BORROWING AGREEMENT, dated as of February 12, 
1999 (this "AGREEMENT"), among THE COLEMAN COMPANY, INC., a Delaware 
corporation (the "SUBSIDIARY"), SUNBEAM CORPORATION, a Delaware corporation 
(the "PARENT"), and FIRST UNION NATIONAL BANK, as administrative agent (with 
its successors in such capacity, the "ADMINISTRATIVE Agent") for the several 
banks and other financial institutions or entities (the "LENDERS") from time 
to time parties to the Credit Agreement, dated as of March 30, 1998 (as 
amended, supplemented or otherwise modified from time to time, the "CREDIT 
AGREEMENT"), among the Parent, the Subsidiary Borrowers (as defined in the 
Credit Agreement) from time to time parties thereto, the Lenders, the 
Administrative Agent, Bank of America National Trust and Savings Association, 
as Documentation Agent, and Morgan Stanley Senior Funding, Inc., as 
Syndication Agent.

                  The parties hereto hereby agree as follows:

                  1. Capitalized terms used herein but not otherwise defined 
herein shall have the meanings assigned to such terms in the Credit Agreement.

                  2. In order to permit the Subsidiary to request the 
issuance of Letters of Credit for its own account, the Parent hereby 
designates, pursuant to Section 2.19 of the Credit Agreement, the Subsidiary 
as a Subsidiary Borrower under the Credit Agreement.

                  3. The Parent and the Subsidiary represent and warrant that 
the Applicable Representations and Warranties are true and correct on and as 
of the date hereof, but only, in the case of the Subsidiary, to the extent 
such representations and warranties are applicable to it.

                  4. The Parent agrees that its guaranty contained in Article 
9 of the Credit Agreement will apply to the obligations of the Subsidiary as 
a Subsidiary Borrower.

                  5. Upon (a) execution of (i) this Agreement by the Parent, 
the Subsidiary and the Administrative Agent, (ii) the Subsidiary Borrower 
Security Agreement dated as of the date hereof by the Subsidiary and the 
Administrative Agent and (iii) the Second Waiver dated as of the date hereof 
under the Credit Agreement by the Parent, the Subsidiary, the Administrative 
Agent and the Required Lenders and (b) the satisfaction of the conditions set 
forth in Section 2.19 of the Credit Agreement (after giving effect to such 
Second Waiver), the Subsidiary shall be a party to the Credit Agreement and 
shall be a Subsidiary Borrower and a Borrower for all purposes thereof, and 
the Subsidiary hereby agrees to be bound by all provisions of the Credit 
Agreement to the extent applicable to it in its capacity as a Subsidiary 
Borrower, until such time as the principal of and interest on all Loans, all 
LC Disbursements and all other amounts, in each case, payable by the 
Subsidiary in its capacity as a Subsidiary Borrower under the Credit 
Agreement shall have been paid in full or assumed by the Parent pursuant to 
an instrument 

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acceptable to the Administrative Agent, PROVIDED that, without the prior 
written consent of the Administrative Agent and the Required Lenders, the 
Subsidiary shall not be permitted to borrow Loans in its capacity as a 
Subsidiary Borrower and shall only be permitted to utilize the Revolving 
Commitments in its capacity as a Subsidiary Borrower to request the issuance 
of Letters of Credit for its account in an aggregate undrawn face amount not 
to exceed (a) $50,000,000 on account of Trade Letters of Credit and (b) 
$2,200,000 on account of standby Letters of Credit.

                  6. This Agreement shall be construed in accordance with and 
governed by the law of the State of New York.

                  7. This Agreement may be executed in any number of 
counterparts (including by facsimile transmission), each of which shall be an 
original, and all of which, when taken together, shall constitute one 
agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed by their authorized officers as of the date 
first appearing above.



                                       THE COLEMAN COMPANY, INC.

                                       By: /s/ Robert P. Totte 
                                          ---------------------------
                                          Name: Robert P. Totte 
                                          Title: Vice President



                                       SUNBEAM CORPORATION

                                       By: /s/ Ronald R. Richter 
                                          ---------------------------
                                          Name: Ronald R. Richter 
                                          Title: Vice President



                                       FIRST UNION NATIONAL BANK,
                                         as Administrative Agent

                                       By: /s/ T. M. Molitor 
                                          ---------------------------
                                          Name: T. M. Molitor 
                                          Title: Senior Vice President

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