<PAGE>


                                AMENDMENT NO. 3

   THIS AMENDMENT NO. 3 (this "Amendment") to the Credit Agreement (as 
defined below) is entered into as of May 29, 1996 by and among The Coleman 
Company, Inc. (the "Company"), certain foreign subsidiaries of the Company 
party thereto (each a "Foreign Borrower" and, collectively, together with the 
Company, the "Borrowers"), the Lenders (as defined below) party hereto and 
Credit Suisse, as agent for the Lenders (the "Agent").

   WHEREAS, the Borrowers, certain lenders (the "Lenders") and the Agent are 
party to the Amended and Restated Credit Agreement dated as of August 3, 1995 
(as amended, supplemented or otherwise modified from time to time, the 
"Credit Agreement"; capitalized terms used but not defined herein shall have 
their respective meanings specified in the Credit Agreement); and 

   WHEREAS, the Borrowers have requested that the Lenders and the Agent 
agree, and required Lenders party hereto and the Agent are willing, to amend 
the Credit Agreement, on the terms and conditions of this Amendment.

   NOW, THEREFORE, in consideration of the premises and the mutual agreements 
contained herein, and for other good and valuable consideration, the receipt 
and sufficiency of which are hereby acknowledged, the parties hereto agree as 
follows:

   SECTION 1.  AMENDMENTS TO SECTION 5.02(e) OF THE CREDIT AGREEMENT. 
Subject to the satisfaction of the conditions to effectiveness specified in 
Section 5 hereof, Section 5.02(e) of the Credit Agreement shall be amended as 
follows:

      (a) the parenthetical in clause (i)(A) thereof shall be deleted and the 
   following shall be substituted therefor:

      "(PROVIDED, THAT NO OTHER INVESTMENTS MAY BE MADE IN LOAN PARTIES THAT 
   ARE FOREIGN SUBSIDIARIES OF THE COMPANY PURSUANT TO THIS CLAUSE (i)(A) OTHER 
   THAN INVESTMENTS IN AN AGGREGATE AMOUNT NOT IN EXCESS OF $10,000,000)"

      (b) the following words shall be inserted immediately prior to the 
   final period thereof:

      "or (vi) THE LOAN PARTIES FROM MAKING INVESTMENTS IN ANY FOREIGN 
   SUBSIDIARY IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000."

   SECTION 2. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and 
warrants as of the date hereof that: (a) this Amendment has been duly 
executed and delivered by such Borrower and that this Amendment constitutes 
such Borrower's legal, valid and binding obligation, enforceable against 
such Borrower in accordance with its terms, (b) no Default has occurred and is 
continuing and, (c) the representations and warranties made or deemed to have 
been made by such Borrower in Article IV of the Credit Agreement are true and 
correct in all material respects on and as of the date hereof (or, if any 
such representation or warranty is expressly stated to have been made as of a 
specific earlier date, as of such date). It shall be an Event of

<PAGE>


Default for all purposes of the Credit Agreement if any of the 
representations and warranties made herein shall be, or shall prove to have 
been, false or misleading as of the time made in any material respect.

   SECTION 3.  CONFIRMATION OF COMPANY GUARANTY. The Company hereby (a) 
reaffirms and restates as of the date hereof the obligations of the Company 
pursuant to the Company Guaranty, (b) confirms that the Guaranteed 
Obligations (as defined in the Company Guaranty) shall include, without 
limitation, the Obligations of each Foreign Borrower under the Credit 
Agreement and each other Loan Document, as each may be amended hereby and (c) 
agrees that each reference to the Credit Agreement or words of similar import 
in each Loan Document shall be a reference to the Credit Agreement as amended 
hereby.

   SECTION 4.  NO OTHER CONSENTS, WAIVERS OR AMENDMENTS. Except as 
specifically provided in this Amendment, no other consents, waivers or 
amendments are made or permitted hereby to the Credit Agreement. All other 
terms and conditions of the Credit Agreement remain in full force and effect 
and apply fully to this Amendment.

   SECTION 5.  EFFECTIVENESS. This Amendment shall become effective on the 
date (the "Amendment Effective Date") that the following conditions precedent 
shall have been satisfied:

         (a)  The Agent shall have received the following documents (each 
   document to be received by the Agent shall be in form and substance 
   satisfactory to the Agent):

         (i)   a copy of this Amendment, duly executed by the Borrowers, the 
      Agent and Required Lenders;

         (ii)  a copy of the Confirmation of Subsidiary Guaranty that follows
      the signature pages hereof, duly executed by each of the Subsidiaries 
      party to the Subsidiary Guaranty;

         (iii) such other approvals, opinions or documents as Required 
      Lenders or the Agent may reasonably request; and

         (b)  No event has occurred and is continuing that constitutes a 
   Default under the Credit Agreement on the date hereof or on the Amendment 
   Effective date, or after giving effect to the transactions contemplated 
   hereby.

Upon such effectiveness, the Agent shall promptly notify the Company and each 
of the Lenders of such effectiveness.

   SECTION 6.  COUNTERPARTS. This Amendment may be executed in any number of 
counterparts, each of which shall be identical and all of which, when taken 
together, shall constitute one and the same instrument, and any of the 
parties hereto may execute this Amendment by signing any such counterpart.

   SECTION 7.  BINDING EFFECT. This Amendment shall be binding upon and inure 
to the benefit of the parties hereto and their respective successors and 
assigns.

                                        2

<PAGE>

   SECTION 8.  GOVERNING LAW. This Amendment shall be governed by, and 
construed in accordance with, the laws of the State of New York.

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


                                     THE COLEMAN COMPANY, INC., as a
                                      Borrower


                                     By:   /s/ H. MACGREGOR CLARKE
                                         -------------------------------
                                         Name:  H. MacGregor Clarke
                                         Title: Vice President and Treasurer


                                     COLEMAN JAPAN CO., LTD., as a Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Director


                                     COLEMAN (DEUTSCHLAND) GmbH, as a
                                      Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Managing Director

                                     COLEMAN TAYMAR LIMITED, as a
                                      Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Secretary


                                     COLEMAN UK PLC, as a Borrower


                                     By:   /s/ LARRY E. SANFORD
                                         -------------------------------
                                         Name:  Larry E. Sanford
                                         Title: Secretary


                                      3

<PAGE>


                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   /s/ JUERG JOHNER
                                         -------------------------------
                                         Name:  Juerg Johner
                                         Title: Associate


                                     By:   /s/ ANNE SCHULTHEISS-JENSEN
                                         -------------------------------
                                         Name:  Anne Schultheiss-Jensen
                                         Title: Associate


                                     CHEMICAL BANK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                  4

<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By:   /s/ BRUCE S. BORDEN
                                         -------------------------------
                                         Name:  Bruce S. Borden
                                         Title: Vice President


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     4
<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By: 
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   /s/ JAMES BUCHANAN
                                         -------------------------------
                                         Name:  James Buchanan
                                         Title: Attorney-in-Fact


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     4

<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   /s/ DONALD J. CHIN
                                         -------------------------------
                                         Name:  Donald J. Chin
                                         Title: Vice President
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     4
<PAGE>

                                     CREDIT SUISSE, as Agent and a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CHEMICAL BANK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     CITIBANK, N.A., as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     BANK OF AMERICA NATIONAL TRUST
                                      AND SAVINGS ASSOCIATION, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     THE LONG TERM CREDIT BANK OF
                                      JAPAN, LTD., LOS ANGELES AGENCY,
                                      as a Lender


                                     By:   /s/ GENICHI IMAI
                                         -------------------------------
                                         Name:  Genichi Imai
                                         Title: Joint General Manager


                                     4


<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   /s/ SUSAN LYNN CALLICOTT
                                         -------------------------------
                                         Name:  Susan Lynn Callicott
                                         Title: Vice President


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name: 
                                         Title:


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     5

<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  /s/ NEVA NESBITT
                                         -------------------------------
                                         Name:  Neva Nesbitt
                                         Title: Vice President


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     5
<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  /s/ MICHAEL E. WEGENG
                                         -------------------------------
                                         Name:  Michael E. Wegeng
                                         Title: Senior Vice President


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     5



<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   /s/ JOSEPH C. MEEK
                                         -------------------------------
                                         Name:  Joseph C. Meek
                                         Title: First Vice President & Manager


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     5
<PAGE>

                                     NATIONSBANK (CAROLINAS), N.A., as a 
                                      Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     TORONTO DOMINION (TEXAS), INC.,
                                      as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANK IV KANSAS, N.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE YASUDA TRUST & BANKING
                                      COMPANY, LIMITED, CHICAGO
                                      BRANCH, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     THE FIRST NATIONAL BANK OF BOSTON,
                                      as a Lender


                                     By:   /s/ GRETCHEN TROIANO
                                         -------------------------------
                                         Name:  Gretchen Troiano
                                         Title: Vice President
 

                                     5
<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   /s/ KATSUNORI NOZAWA
                                         -------------------------------
                                         Name:  Katsunori Nozawa
                                         Title: Vice President & Manager


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6
<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  /s/ WILLIAM J. DEANGELO
                                         -------------------------------
                                         Name:  William J. DeAngelo
                                         Title: First Vice President


                                     By:  /s/ ROBERTO GORLIER
                                         -------------------------------
                                         Name:  Roberto Gorlier
                                         Title: F.V.P. & Deputy G.M.


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6
<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  /s/ YOSHIHIDE WATANABE
                                         -------------------------------
                                         Name:  Yoshihide Watanabe
                                         Title: Vice President & Manager


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6

<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   /s/ LISA Y. BROWN
                                         -------------------------------
                                         Name:  Lisa Y. Brown
                                         Title: Vice President


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 
 

                                     6

<PAGE>

                                     THE FUJI BANK LIMITED, as a Lender


                                     By:   
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     ISTITUTO BANCARIO SAN PAOLO DI
                                      TORINO S.P.A., as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE NIPPON CREDIT BANK, LTD., as a
                                      Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:


                                     THE BANK OF NEW YORK, as a Lender


                                     By:   
                                         -------------------------------
                                         Name: 
                                         Title: 


                                     INDUSTRIAL BANK OF JAPAN, as a Lender


                                     By:   /s/ JUNRI ODA
                                         -------------------------------
                                         Name:  Junri Oda
                                         Title: Senior Vice President &
                                                 Senior Manager
 

                                     6

<PAGE>

                                     UNION BANK OF CALIFORNIA, N.A., as a 
                                      Lender


                                     By: /s/ CARY MOORE  PATRICIA SAMSON
                                         -------------------------------
                                         Name:  Cary Moore      Patricia Samson
                                         Title: Vice President  Credit Officer


                                     BANQUE FRANCAISE DU COMMERCE
                                      EXTERIEUR, as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE SUMITOMO BANK, LIMITED, NEW
                                      YORK BRANCH, as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title:



                                     7

<PAGE>

                                     UNION BANK OF CALIFORNIA, N.A., as a 
                                      Lender


                                     By:
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     BANQUE FRANCAISE DU COMMERCE
                                      EXTERIEUR, as a Lender


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     By:  
                                         -------------------------------
                                         Name:  
                                         Title: 


                                     THE SUMITOMO BANK, LIMITED, NEW
                                      YORK BRANCH, as a Lender


                                     By:  /s/ YOSHIHORI KAWAMURA
                                         -------------------------------
                                         Name:  Yoshihori Kawamura
                                         Title: Joint General Manager



                                     7