
<PAGE>   1
                                                                     Exhibit 2.2

                            AMENDMENT AGREEMENT NO. 4
                             TO THE CREDIT AGREEMENT


         This AMENDMENT AGREEMENT NO. 4 TO THE CREDIT AGREEMENT (the "Amendment
Agreement"), dated as of August 21, 1997 is made by and among WINDMERE
CORPORATION, a Florida corporation having its principal place of business in
Miami Lakes, Florida (the "Borrower"), NATIONSBANK, NATIONAL ASSOCIATION (as
successor by merger to NationsBank, National Association (South)), a national
banking association organized and existing under the laws of the United States,
and NATIONAL BANK OF CANADA, as Lenders (such financial institutions are
hereinafter referred to individually as a "Lender" or collectively as the
"Lenders"), and NATIONSBANK, NATIONAL ASSOCIATION (as successor by merger to
NationsBank, National Association (South)), in its capacity as agent for the
Lenders (in such capacity, the "Agent");

                              W I T N E S S E T H:


         WHEREAS, the Borrower, the Agent and the Lenders have entered into that
certain Credit Agreement dated as of October 11, 1996, as amended by Amendment
Agreement No. 1 to the Credit Agreement dated as of January 31, 1997, by
Amendment Agreement No. 2 to the Credit Agreement dated as of May 15, 1997 and
by Amendment Agreement No. 3 to the Credit Agreement dated as of July 27, 1997
(as so amended, the "Credit Agreement"); and

         WHEREAS, the Agent, the Lenders and each of the domestic Affiliates and
domestic Subsidiaries of the Borrower party thereto have entered into a Guaranty
and Suretyship Agreement dated as of October 11, 1996, pursuant to which such
Affiliates and Subsidiaries of the Borrower have guaranteed the Borrower's
Obligations under the Credit Agreement; and

         WHEREAS, Windmere Consumer Products, Inc., an Affiliate of the
Borrower, the Agent and the Lenders has entered into a Guarantee and Suretyship
Agreement dated as of the date hereof pursuant to which Windmere Consumer
Products, Inc. has guaranteed the Borrower's Obligations under the Credit
Agreement; and

         WHEREAS, the Borrower has requested that the Agent and the Lenders
amend the Credit Agreement; and

         WHEREAS, upon the terms and conditions contained herein, the Agent and
the Lenders are willing to amend the Credit Agreement;

         NOW, THEREFORE, in consideration of the premises and conditions herein
set forth, it is hereby agreed as follows:




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      1.     CREDIT AGREEMENT AMENDMENT. Subject to the conditions hereof, the
Credit Agreement is hereby amended, effective as of the date hereof, as follows:

            (a) Section 1.1 to the Credit Agreement is hereby amended by
      amending and restating the following definitions, each in its entirety as
      follows:

                  "'Borrowing Base' means, as of the date of determination
            thereof, (i) Eligible Receivables multiplied by 85% plus (ii)
            Eligible Inventory multiplied by 40% (the "Eligible Inventory
            Amount") provided that if the date of determination is between July
            15 and December 15 of any year, the Eligible Inventory amount
            determined in subsection (ii) above shall be Eligible Inventory
            multiplied by 50%; provided further, that the Eligible Inventory
            amount determined at any time shall not exceed $20,000,000;"

                  "'Consolidated Tangible Net Worth' means the total of Parent's
            and its Subsidiaries' shareholder equity as determined in accordance
            with GAAP, minus the sum of the following, (i) the book value of all
            assets which would be treated as intangible assets under GAAP other
            than and (ii) any prepaid advertising credits; provided, however,
            that in determining the amount of goodwill, where capital stock of
            the Borrower is a part of the consideration paid in connection with
            one or more Acquisitions, there may be included in Consolidated
            Tangible Net Worth up to $5,000,000 of goodwill, so long as the fair
            market value of capital stock of the Borrower given as consideration
            equals the amount of goodwill so included."

                  "'Default Rate' means (i) with respect to each Eurodollar Rate
            Loan, until the end of the Interest Period applicable thereto, a
            rate of two percent (2%) above the Eurodollar Rate applicable to
            such Loan, and thereafter at a rate of interest per annum which
            shall be two percent (2%) above the Base Rate, (ii) with respect to
            Base Rate Loans, at a rate of interest per annum which shall be two
            percent (2%) above the Base Rate, (iii) with respect to Money Market
            Loans, at a rate of interest per annum which shall be two percent
            (2%) above the Money Market Rate and (iv) in any case, the maximum
            rate permitted by applicable law, if lower;"

                  "'Eligible Inventory' means that domestic inventory of the
            Borrower and the Guarantors which is determined by the Agent in the
            reasonable exercise of its discretion to be Eligible Inventory;
            provided, however, that any of the following shall not be Eligible
            Inventory:

                  (i) inventory that is kept in any location other than the (a)
            warehouses owned by the Borrower or the Guarantors and located in
            Miami, Florida, (b) the warehouse located at 3313 Northwest 37th
            Street, Miami, Florida and (c) public warehouses located in (v)
            Sparkes, Nevada, (w) Kent, Washington, (x) Pennsauken, New Jersey,
            (y) Largo, Florida and (z) Memphis, Tennessee; and



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                  (ii)  inventory that is unfinished;"

                  "'Eligible Receivables' means those trade accounts receivable
            of the (a) Borrower, (b) the Parent, (c) the Domestic Subsidiaries
            of each of the Borrower and the Parent and (d) Windmere Consumer
            Products, Inc., which are determined by the Agent in the reasonable
            exercise of its discretion to be an Eligible Receivable; provided,
            however, that any of the following shall not be Eligible
            Receivables:

                  (i)   intercompany receivables;

                  (ii)  receivables owed by the United States government or any
            of its states, departments, agencies or instrumentalities of any
            thereof;

                  (iii) receivables owed by a person not a United States or
            Canadian citizen or corporation, partnership or other entity
            organized under the laws of the United States or province of Canada
            or the Commonwealth of Canada whose principal office is not located
            either within the United States or Canada.

                  (iv)  receivables of any customer more than 50% of which
            receivables due Borrower, the Parent, any Domestic Subsidiaries of
            the Borrower or the Parent or Windmere Consumer Products, Inc. are
            more than 90 days past due;

                  (v)   receivables that are due or unpaid for more than ninety
            (90) days from the original due date thereof; and

                  (vi)  any receivable which is subject to any offset,
            deduction, defense, dispute or counterclaim;"

                  "'Stated Termination Date' means August 25, 1998 or such later
            date as the parties may agree pursuant to Section 2.13;"

                  "'Total Revolving Credit Commitment' means a principal amount
            equal to $45,000,000, such amount as reduced from time to time in
            accordance with Section 2.7;"

            (b)   Section 1.1 is hereby amended by adding the following
      definitions thereto in their appropriate alphabetical order:

                  "'Floating Rate' means (i) in the case of a Base Rate Loan the
            Base Rate, and (ii) in the case of a Money Market Loan the Money
            Market Rate;"

                  "'Floating Rate Loan' means a Loan which is either a Base Rate
            Loan or a Money Market Loan;"


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                  "'Money Market Loan' means a Loan which bears interest at the
            Money Market Rate;"

                  "'Money Market Rate' means the sum of (i) the greater of (x)
            the one month Eurodollar Rate as determined by the Agent and (y) the
            rate of interest announced daily by the Agent to be its money market
            rate, plus (ii) the Applicable Margin;"

            (c)   Article II of the Agreement is hereby amended by deleting the
      phrase "Base Rate Loan" and "Base Rate Loans" wherever it appears therein
      and inserting in lieu thereof the phrase "Floating Rate Loan" and
      "Floating Rate Loans," respectively.

            (d)   The second sentence of Section 2.1(c)(i) to the Credit 
      Agreement is hereby amended by inserting after the phrase "Base Rate" a 
      comma and the phrase "Money Market Rate".

            (e)   Section 8.12(a) to the Credit Agreement is hereby amended by
      amending and restating such section in its entirety as follows:

                  "(a) Consolidated Tangible Net Worth. Maintain at all times
            Consolidated Tangible Net Worth equal to the sum of (i) $146,855,500
            plus (ii) 50% of Consolidated Net Income for each quarterly period
            subsequent to September 30, 1997 plus (iii) the aggregate net
            proceeds of any equity offering (including net proceeds under any
            stock option or executive compensation plan) received by Parent
            after June 30, 1997; and"

            (f)   Exhibit A to the Credit Agreement is hereby amended by 
      amending and restating such Exhibit in its entirety as set forth in 
      Exhibit A hereto.

            (g)   Exhibit I to the Credit Agreement is hereby amended by 
      amending and restating such Exhibit in its entirety as set forth in 
      Exhibit I hereto.

      2.    REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the
Lenders to enter into this Amendment Agreement, the Borrower hereby represents
and warrants that the Credit Agreement has been re-examined by the Borrower and
that except as disclosed by the Borrower in writing to the Lenders as of the
date hereof except:

            (a)   The representations and warranties made by the Borrower in
      Article VII thereof are true on and as of the date hereof except that the
      financial statements referred to in Section 7.6 shall be those most
      recently furnished to the Agent pursuant to Section 8.1;

            (b)   There has been no material adverse change in the condition,
      financial or otherwise, of the Borrower and its Subsidiaries since the
      date of the most recent financial


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      reports of the Borrower delivered to the Agent under Section 8.1 thereof,
      other than changes in the ordinary course of business, none of which has
      been a material adverse change;

            (c) The business and properties of the Borrower and its Subsidiaries
      are not, and since the date of the most recent financial reports of the
      Borrower delivered to the Agent under Section 8.1 thereof, have not been,
      adversely affected in any substantial way as the result of any fire,
      explosion, earthquake, accident, strike, lockout, combination of workers,
      flood, embargo, riot, activities of armed forces, war or acts of God or
      the public enemy, or cancellation or loss of any major contracts; and

            (d) After giving effect to this Amendment Agreement, no condition
      exists which, upon the effectiveness of the amendment contemplated hereby,
      would constitute a Default or an Event of Default on the part of the
      Borrower under the Credit Agreement or the Notes, either immediately or
      with the lapse of time or the giving of notice, or both.

      3.    CONDITIONS PRECEDENT. The effectiveness of this Amendment Agree-
ment is subject to the receipt by the Agent of the following:

                (i)   six counterparts of this Amendment Agreement duly
            executed by all signatories hereto;

                (ii)  four counterparts of each of (a) the Security Agreement
            executed by Windmere Consumer Products, Inc. in favor of the Agent,
            (b) the Guaranty Agreement executed by Windmere Consumer Products,
            Inc. in favor of the Agent, each in form and substance satisfactory
            to the Agent and (c) the documents required pursuant to Section 8.11
            of the Credit Agreement;

                (iii) promissory notes executed by the Borrower in favor of
            each of the Lenders in amounts equal to each Lender's Revolving
            Credit Commitment;

                (iv)  resolutions of Board of Directors or other governing body
            of the Borrower approving this Amendment Agreement certified by the
            Secretary of the Borrower;

                (v)   opinion of counsel of the Borrower in form and substance
            satisfactory to the Agent; and

                (vi)  copies of all additional agreements, instruments and
            documents which the Agent may reasonably request, such documents,
            when appropriate, to be certified by appropriate governmental
            authorities.

All proceedings of the Borrower relating to the matters provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.


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      4.  ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

      5.  CONSENT OF GUARANTORS. The Guarantors have joined in the execution of
this Amendment Agreement for the purposes of consenting hereto and for the
further purpose of confirming their guaranty of Obligations of Borrower as
provided in the Guaranty.

      6.  FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.

      7.  COUNTERPARTS. This Amendment Agreement may be executed in any number 
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

      8.  GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY (I) SUBMITS TO
THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR THE
PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND (II) WAIVES
TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

      9.  ENFORCEABILITY. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.

      10. CREDIT AGREEMENT. All references in any of the Loan Documents to the
Credit Agreement shall mean and include the Credit Agreement as amended hereby.

      11. SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be binding upon
and inure to the benefit of each of the Borrower, the Lenders, the Agent and
their respective


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successors, assigns and legal representatives; provided, however, that the
Borrower, without the prior consent of the Lenders, may not assign any rights,
powers, duties or obligations hereunder.

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


                                      WINDMERE CORPORATION


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


                                      GUARANTORS:

                                      WINDMERE-DURABLE HOLDINGS, INC.

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




                                      WINDMERE HOLDINGS CORPORATION


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




                                      WINDMERE HOLDINGS CORPORATION II


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




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<PAGE>   8

                                      WINDMERE FAN PRODUCTS, INC.


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




                                      LITTER MAID, INC.

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




                                      BAY BOOKS & TAPES, INC.

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



                                      JERDON PRODUCTS, INC.


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



                                      CONSUMER PRODUCTS AMERICAS, INC.

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


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<PAGE>   9



                                      FORTUNE PRODUCTS, INC.

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




                                      EDI MASTERS, INC.


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




                                      WINDMERE CONSUMER PRODUCTS, INC.

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




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<PAGE>   10




                                      NATIONSBANK, NATIONAL ASSOCIATION,
                                      as Agent and Lender

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






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                                      NATIONAL BANK OF CANADA, as Lender

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





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                                    EXHIBIT A

                        Applicable Commitment Percentages


<TABLE>
<CAPTION>

                                            Revolving                           Applicable
                                            Credit                              Commitment
Lender                                      Commitment                          Percentage
------                                      ----------                          ----------
<S>                                         <C>                               <C>
NationsBank, National
Association                                 $25,000,000                       55.555555556%


National Bank of
Canada                                       20,000,000                       44.444444444%



                                            -----------                       ------------ 
                                            $45,000,000                            100%


</TABLE>


                                       A-1

<PAGE>   13


                                    EXHIBIT I

                       Form of Borrowing Base Certificate


         The undersigned Authorized Representative of Windmere Corporation
hereby certifies as follows:


<TABLE>
         <S>      <C>                                                  <C>
         (a)      Eligible Receivables as of this date:

         Total $__________________ x 85% =                             $_______________
                                                           
         (b)      Eligible Inventory as of this date:      
                                                           
         Total $__________________ x ___%* =                           $_______________(not
                                                                       to exceed $20,000,000)

         (a) + (b) = $______________


</TABLE>

         *40% during period December 16 through following July 14 and 50% at all
other times.

         EXECUTED THIS ____ DAY OF __________________, 199__.



                                                  WINDMERE CORPORATION
                                                                   
                                                      
                                                  By:        
                                                     -------------------------
                                                  Authorized Representative 
                                                                            


                                      I-1
