Common use of Amendments to the Security Agreement Clause in Contracts

Amendments to the Security Agreement. A. Section 1.1 of the Security Agreement is hereby amended by deleting the text of the definition of “Lenders” in its entirety and, in lieu thereof, inserting the following: “ ‘Lenders’ means the Lender, as defined in the Loan Agreement, the 2012 Bridge Lenders, and, in each case, their respective successors and assigns.” B. Section 1.1 of the Security Agreement is hereby amended by deleting the text of the definition of “Obligations” in its entirety and, in lieu thereof, inserting the following: “ ‘Obligations’ shall mean all present and future obligations and liabilities of each of the Grantors to the Secured Party and each of the Lenders under this Agreement and the Loan Documents, including, without limitation, principal of and interest on the Secured Loan, the Convertible Note (as applicable) and the 2012 Bridge Loan, and any and all fees, expenses, indemnities, premiums and any other sum chargeable to the Grantors under this Agreement or any of the other Loan Documents, including, without limitation, interest accruing at the specified rate (including any default rate of interest) after the filing of a petition or commencement of a case by or with respect to the Grantors seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed or allowable in such proceeding, whether due or to become due, secured or unsecured, direct or indirect, absolute or contingent, joint or several, and howsoever or whensoever incurred by each of the Grantors or acquired by the Secured Party or each of the Lenders; and in each case with respect to the foregoing, all such liabilities and obligations that, but of the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due, and all fees, costs and expenses payable by such Grantor under this Agreement.” C. Section 1.1 of the Security Agreement is hereby amended by deleting the definitions of the terms “Bridge Lenders”, “Bridge Loan” , “Bridge Loan Excluded Collateral” and “Bridge Note” appearing therein. D. Section 1.1 of the Security Agreement is hereby further amended by inserting the following new defined terms in the appropriate alphabetical order: “ ‘2012 Amendment’ means that certain Amendment to Pledge and Security Agreement dated as of October 17, 2012 by and among Grantor and Secured Party.

Amendments to the Security Agreement. The Security Agreement is hereby amended as follows: A. Section 1.1 12 of the Security Agreement is hereby amended by deleting adding the text following paragraph thereto: "Secured Party is hereby authorized to establish and maintain in the name of Company and under the sole dominion and control of Secured Party, a restricted blocked deposit account designated as "Playtex Products, Inc. Excess Cash Flow Account". All amounts at any time held in the Excess Cash Flow Account shall be beneficially owned by Grantors but shall be held in the name of Secured Party hereunder, for the benefit of Lenders, as collateral security for the Secured Obligations upon the terms and conditions set forth herein. Except as set forth in the Credit Agreement and this Agreement, Grantors shall have no right to withdraw, transfer or otherwise receive any funds deposited into the Excess Cash Flow Account. Anything contained herein to the contrary notwithstanding, the Excess Cash Flow Account shall be subject to such applicable laws, and such applicable regulations of the definition Board of “Lenders” in its entirety and, in lieu thereof, inserting Governors of the following: “ ‘Lenders’ means the LenderFederal Reserve System and of any other appropriate banking or governmental authority, as defined may now or hereafter be in effect. All deposits of funds in the Loan AgreementExcess Cash Flow Account shall be made by wire transfer (or, the 2012 Bridge Lendersif applicable, andby intra-bank transfer from another account of a Grantor) of immediately available funds, in each casecase addressed in accordance with instructions of Secured Party. Each Grantor shall, their respective successors promptly after initiating a transfer of funds to the Excess Cash Flow Account, give notice to Secured Party by telefacsimile of the date, amount and assignsmethod of delivery of such deposit. Cash held by Secured Party in the Excess Cash Flow Account shall be invested by Secured Party in Cash Equivalents at the request of the Borrower, and otherwise shall be maintained as a cash deposit in the Excess Cash Flow Account pending application thereof as provided in subsections 6.3(d) and 6.15 of the Credit Agreement or as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Excess Cash Flow Account and not invested as provided above shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party's rights hereunder, any interest earned on deposits of cash in the Excess Cash Flow Account shall be deposited directly in, and held in, the Excess Cash Flow Account.”" B. Section 1.1 16 of the Security Agreement is hereby amended by deleting the text of the definition of “Obligations” in its entirety and, in lieu thereof, inserting the following: “ ‘Obligations’ shall mean all present and future obligations and liabilities of each of the Grantors to the Secured Party and each of the Lenders under this Agreement and the Loan Documents, including, without limitation, principal of and interest on the Secured Loan, the Convertible Note (as applicable) and the 2012 Bridge Loan, and any and all fees, expenses, indemnities, premiums and any other sum chargeable to the Grantors under this Agreement or any of the other Loan Documents, including, without limitation, interest accruing at the specified rate (including any default rate of interest) after the filing of a petition or commencement of a case by or with respect to the Grantors seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed or allowable in such proceeding, whether due or to become due, secured or unsecured, direct or indirect, absolute or contingent, joint or several, and howsoever or whensoever incurred by each of the Grantors or acquired by the Secured Party or each of the Lenders; and in each case with respect to the foregoing, all such liabilities and obligations that, but of the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due, and all fees, costs and expenses payable by such Grantor under this Agreement.” C. Section 1.1 of the Security Agreement is hereby amended by deleting the definitions of the terms “Bridge Lenders”, “Bridge Loan” , “Bridge Loan Excluded Collateral” and “Bridge Note” appearing therein. D. Section 1.1 of the Security Agreement is hereby further amended by inserting adding the following new defined terms in the appropriate alphabetical order: “ ‘2012 Amendment’ means that certain Amendment to Pledge and Security Agreement dated as of October 17, 2012 by and among Grantor and Secured Party.subsection (d):

Amendments to the Security Agreement. A. Section 1.1 of the Security Agreement is hereby amended by deleting the text of the definition of “LendersLoan Documents” in its entirety and, in lieu thereof, inserting the following: “ ‘LendersLoan Documents’ means shall have the Lender, as defined meaning ascribed to such term in the Loan Agreement. For purposes of this Agreement, the 2012 term ‘Loan Documents’ shall be deemed to include the Bridge Lenders, and, in each case, their respective successors and assignsNote.” B. Section 1.1 of the Security Agreement is hereby amended by deleting the text of the definition of “Obligations” in its entirety and, in lieu thereof, inserting the following: “ ‘Obligations’ shall mean all present and future obligations and liabilities of each of the Grantors to the Secured Party and each of the Lenders and the Bridge Lenders under this Agreement and the Loan Documents, including, without limitation, principal of and interest on the Secured Loan, the Convertible Note (as applicable) and the 2012 Bridge Loan, and any and all fees, expenses, indemnities, premiums and any other sum chargeable to the Grantors under this Agreement or any of the other Loan Documents, including, without limitation, interest accruing at the specified rate (including any default rate of interest) after the filing of a petition or commencement of a case by or with respect to the Grantors seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed or allowable in such proceeding, whether due or to become due, secured or unsecured, direct or indirect, absolute or contingent, joint or several, and howsoever or whensoever incurred by each of the Grantors or acquired by the Secured Party or each of the Lenders; and in each case with respect to the foregoing, all such liabilities and obligations that, but of the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due, and all fees, costs and expenses payable by such Grantor under this Agreement.” C. Section 1.1 of the Security Agreement is hereby amended by deleting the definitions of the terms “Bridge Lenders”, “Bridge Loan” , “Bridge Loan Excluded Collateral” and “Bridge Note” appearing therein. D. Section 1.1 of the Security Agreement is hereby further amended by inserting the following new defined terms in the appropriate alphabetical order: “ ‘2012 AmendmentBridge Lenders’ means that certain Amendment to Pledge shall mean the lenders identified in the Bridge Note and Security Agreement dated as of October 17, 2012 by their successors and among Grantor and Secured Partyassigns.”

Amendments to the Security Agreement. A. Section 1.1 The Security Agreement is hereby amended as follows: (a) Paragraph 6 of the Preliminary Statement of the Security Agreement is hereby amended by deleting the text following: (whether before or after the Trigger Event referred to in the Credit Agreement) (b) Section 1 of the definition Security Agreement is amended so that first paragraph reads as follows: Each Grantor hereby assigns and pledges to the Agent for the benefit of “Lenders” the Secured Parties, and hereby grants to the Agent for the benefit of the Secured Parties a security interest in, such Grantor's right, title and interest in its entirety and, in lieu thereof, inserting and to the following: “ ‘Lenders’ means the Lender, as defined in the Loan Agreement, the 2012 Bridge Lenders, and, in each case, their respective successors as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and assigns.”whether now or hereafter existing or arising (collectively, the "COLLATERAL"): B. (c) Section 1.1 1 of the Security Agreement is hereby further amended so that subsection (b) reads as follows: (i) all inventory in all of its forms and raw materials and work in process therefor, finished goods thereof and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Grantor), and all accessions thereto and products thereof and documents therefor (any and all such inventory, accessions, products and documents being the "INVENTORY"). Inventory shall not include inventory which is expressly subject to an intellectual property licensing agreement which permits the licensor to terminate such agreement in the event a security interest is granted by the licensee in such inventory without the consent of the licensor (the "EXCLUDED INVENTORY"); (d) Sections 4(a) and 12(a) of the Security Agreement are amended by deleting the text "or a Trigger Event" from each Section. (e) Sections 9 of the definition of “Obligations” Security Agreement is amended so that subsection (p) reads in its entirety and, as follows: (i) The Inventory that has been produced or distributed by such Grantor has been produced in lieu thereof, inserting the following: “ ‘Obligations’ shall mean compliance in all present and future obligations and liabilities material respects with all requirements of each of the Grantors to the Secured Party and each of the Lenders under this Agreement and the Loan Documentsapplicable law, including, without limitation, principal of and interest on the Secured Loan, the Convertible Note (as applicable) and the 2012 Bridge Loan, and any and all fees, expenses, indemnities, premiums and any other sum chargeable to the Grantors under this Agreement or any of the other Loan Documents, including, without limitation, interest accruing at the specified rate (including any default rate of interest) after the filing of a petition or commencement of a case by or with respect to the Grantors seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed or allowable in such proceeding, whether due or to become due, secured or unsecured, direct or indirect, absolute or contingent, joint or several, and howsoever or whensoever incurred by each of the Grantors or acquired by the Secured Party or each of the LendersFair Labor Standards Act; and in each case with respect to (ii) the foregoing, all such liabilities and obligations that, but aggregate value of the operation of the automatic stay under Section 362(aExcluded Inventory will not at any time exceed $2,000,000. (f) of the Bankruptcy Code, would become due, and all fees, costs and expenses payable by such Grantor under this Agreement.” C. Section 1.1 Sections 11 of the Security Agreement is hereby amended by deleting the definitions of the terms “Bridge Lenders”, “Bridge Loan” , “Bridge Loan Excluded Collateral” and “Bridge Note” appearing therein. D. Section 1.1 of the Security Agreement is hereby further amended by inserting the following new defined terms in the appropriate alphabetical order: “ ‘2012 Amendment’ means that certain Amendment to Pledge and Security Agreement dated adding thereto subsection (d) as of October 17, 2012 by and among Grantor and Secured Party.follows:

Amendments to the Security Agreement. A. Effective as of the Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 1.1 2 below, the Security Agreement is hereby amended as follows: 1.1. The second paragraph in Article II of the Security Agreement is hereby amended by deleting and restated as follows: Notwithstanding the text foregoing, the Collateral shall not include (i) (a) any Accounts, General Intangibles, Chattel Paper, Instruments, Documents or Investment Property which constitute Receivables subject to any Receivables Purchase Facility permitted under the Credit Agreement, and (b) any Deposit Accounts maintained in accordance with the requirements of the definition applicable Receivables Purchase Facility into which collections and other amounts related to those items described in clause (i)(a) are deposited (collectively, the “Securitization Collateral”), (ii) any Property to the extent that such grant of “Lenders” a security interest is prohibited by any applicable law or governmental authority, requires a consent not obtained of any governmental authority pursuant to any applicable law or is prohibited by, or constitutes a breach or default under or results in its entirety andthe termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in lieu thereofthe case of any investment property, inserting the following: “ ‘Lenders’ means the Lenderany applicable shareholder or similar agreement, as defined in the Loan Agreement, the 2012 Bridge Lenders, and, in each case, their respective successors and assigns.” B. Section 1.1 of the Security Agreement is hereby amended by deleting the text of the definition of “Obligations” in its entirety and, in lieu thereof, inserting the following: “ ‘Obligations’ shall mean all present and future obligations and liabilities of each of the Grantors except to the Secured Party and each of extent that such applicable law or the Lenders term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under this Agreement and the Loan Documentsapplicable law, including, without limitation, principal of and interest on the Secured Loan, the Convertible Note (as applicableiii) and the 2012 Bridge Loan, and any and all fees, expenses, indemnities, premiums and any other sum chargeable to the Grantors under this Agreement or any of the other Loan Documents, including, without limitation, interest accruing at the specified rate (including any default rate of interest) after the filing of a petition or commencement of a case by or with respect to the Grantors seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment shares of debts, dissolution, liquidation stock or other debtor relief, specifically including, without limitationownership interests in any first-tier Foreign Subsidiary, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether excess over 65% of all of the voting shares of stock or not the claim for such interest is allowed or allowable equity interests in such proceedingForeign Subsidiary, whether due (iv) any stock or to become due, secured or unsecured, direct or indirect, absolute or contingent, joint or several, other ownership interests of any Subsidiary of any first-tier Foreign Subsidiary and howsoever or whensoever incurred by each (v) any shares of the Grantors or acquired Parent’s capital stock that have been repurchased by the Secured Party Parent and held in treasury. The Agent’s security interest in any item constituting Securitization Collateral shall be released upon the sale, contribution or each transfer thereof under the terms of the Lenders; and in each case with respect to the foregoing, all such liabilities and obligations that, but of the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due, and all fees, costs and expenses payable by such Grantor under this Agreementapplicable Receivables Purchase Facility.” C. Section 1.1 of the Security Agreement is hereby amended by deleting the definitions of the terms “Bridge Lenders”, “Bridge Loan” , “Bridge Loan Excluded Collateral” and “Bridge Note” appearing therein. D. Section 1.1 of the Security Agreement is hereby further amended by inserting the following new defined terms in the appropriate alphabetical order: “ ‘2012 Amendment’ means that certain Amendment to Pledge and Security Agreement dated as of October 17, 2012 by and among Grantor and Secured Party.