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Registration Rights Agreement Amendment

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Sectors: Consumer Products (Non-Durables)
Governing Law: New York, View New York State Laws
Effective Date: August 24, 1998
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AMENDMENT, dated as of August 24, 1998 (this "Amendment"), to the REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 1998 (the "Registration Rights Agreement"), by and among SUNBEAM CORPORATION, a Delaware corporation ("Laser" or "Sunbeam"), and COLEMAN (PARENT) HOLDINGS INC., a Delaware corporation ("Parent Holdings"). Capitalized terms used in this Amendment have the meanings ascribed to them in the Registration Rights Agreement unless otherwise defined herein. References to Articles and Sections shall, unless otherwise stated, be to the Articles and Sections of the Registration Rights Agreement. In all respects not inconsistent with the terms and provisions of this Amendment, the Registration Rights Agreement shall continue to be in full force and effect in accordance with the terms and conditions thereof, and is hereby ratified, adopted, approved and confirmed. From and after the date hereof, each reference to the Registration Rights Agreement therein or in any other instrument or document shall be deemed a reference to the Registration Rights Agreement as amended hereby, unless the context otherwise requires, and this Amendment and the Registration Rights Agreement shall for all purposes and matters be considered as one agreement, including that all of the ministerial and miscellaneous provisions of the Registration Rights Agreement shall apply equally thereto as so amended and to this Amendment.

WHEREAS, pursuant to the Holdings Merger Agreement, by and among Sunbeam, a subsidiary of Sunbeam, CLN HOLDINGS INC., a Delaware corporation and wholly owned subsidiary of Parent Holdings ("Holdings"), and Parent Holdings, the Holdings Merger was consummated on March 30, 1998 and Holdings became an indirect wholly owned subsidiary of Sunbeam; and

WHEREAS, following consummation of the Holdings Merger, the shares of Holdings Common Stock issued and outstanding immediately prior to the effective time of the Holdings Merger were converted into an aggregate of (A) 14,099,749 fully paid and nonassessable shares of common stock, par value $.01 per share, of Sunbeam ("Laser Common Stock") and (B) $159,956,756 in cash, without interest thereon; and

WHEREAS, following the dismissal by Sunbeam of certain of its executive officers in mid-June 1998, Sunbeam retained certain senior officers employed by Affiliates of Parent Holdings as executive officers of Sunbeam; and

WHEREAS, Sunbeam and Parent Holdings have entered into a Settlement Agreement (the "Settlement Agreement") pursuant to which Sunbeam will issue to Parent Holdings certain warrants to purchase shares of Laser Common Stock (the "Warrants") and has agreed to enter into this Agreement; and

WHEREAS, in order to induce Parent Holdings to enter into the Settlement Agreement, Sunbeam has agreed to amend the Registration Rights Agreement and modify the registration rights with respect to the shares of Laser Common Stock issued to Parent Hold-

ings in the Holdings Merger and to provide for registration rights with respect to the Warrants and Laser Common Stock issuable upon exercise of the Warrants.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:



Section 1.1 is amended with respect to certain of the definitions therein as follows:

The definition of the term "Agreement" is amended and restated in its entirety to mean the Registration Rights Agreement as amended by this Amendment.

The definition of the term "Registrable Securities" is amended and restated in its entirety to mean (i) the Holdings Merger Stock, (ii) the Warrants, and (iii) any shares of Laser Common Stock issued pursuant to the Warrants, and, in each case, any other securities issued or issuable upon or in respect of such securities by way of conversion, exchange, dividend, split or combination, recapitalization, merger, consolidation, other reorganization or otherwise. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when such securities have been sold or otherwise transferred by Parent Holdings pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act.

The following defined term shall be added to the list of definitions in their respective alphabetically ordered positions:

The term "Holdings Merger Stock" shall mean the shares of Laser Common Stock issued to Parent Holdings in the Holdings Merger.

The term "Warrants" shall mean the warrants to purchase 23,000,000 (Twenty-Three Million) shares of Laser Common Stock issued to Parent Holdings pursuant to Warrant No. W-1 dated August 24, 1998.




Sections 2.1, 2.2 and 2.3 of Article II are amended and restated to read in their entirety as follows:

Section 2.1 Required Registration.

(a) Form S-3. Promptly following a demand to such effect from any holder of Registrable Securities, Laser shall prepare and file with the
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