Exhibit 10(t)(3)
THIS AMENDMENT NO. 1, dated as of January 29, 1999 (the "First
Amendment") to the First Amended and Restated Registration Rights Agreement,
dated as of March 17, 1995, as amended and restated as of June 1, 1998 (as such
agreement may be amended, supplemented or otherwise modified from time to time,
the "Amended and Restated Agreement"), among Playtex Products, Inc., a Delaware
corporation (the "Company"), HWH Capital Partners, L.P., a Delaware limited
partnership ("HWH"), HWH Valentine Partners, L.P., a Delaware limited
partnership ("HWHV"), and HWH Surplus Valentine Partners, L.P. ("HSVP" and,
together with HWH and HWHV, the "Purchasers").
WHEREAS, the Amended and Restated Agreement provides for
registration rights for certain shares of the Company's common stock, par value
$0.01 ("Common Stock"), issued to the Purchasers;
WHEREAS, on January 6, 1999, the Company entered into an asset
purchase agreement (the "Asset Purchase Agreement") with Mondial Industries
Limited Partnership, a Wisconsin limited partnership ("Mondial"), pursuant to
which the Company, as partial consideration for the purchase of the assets of
Mondial, has agreed to deliver to Mondial an aggregate of $50,000,000 principal
amount of its 6% Convertible Subordinated Notes Due 2004 ("Subordinated Notes")
which are convertible into shares of Common Stock and agreed to provide certain
registration rights to Mondial as set forth in a registration rights agreement
between Playtex and Mondial to be dated as of the Closing Date (as defined in
the Asset Purchase Agreement);
WHEREAS, the Company and the Purchasers are authorized to enter into
this First Amendment;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants contained in this First Amendment and for other good and
valuable consideration, the receipt and sufficiency of which are herein
acknowledged, the Company and the Purchasers hereby agree for the equal and the
ratable benefit of all holders of the Registrable Securities as follows:
1. Definitions. All capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Amended and
Restated Agreement.
2. Effect. This First Amendment amends and supplements the Amended
and Restated Agreement and shall be a part and subject to all the terms thereof.
Except as amended and supplemented hereby, the Amended and Restated Agreement
shall continue in full force and effect.
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3. Amendments.
The Amended and Restated Agreement is hereby amended as
follows:
(a) Section 3 of the Amended and Restated Agreement is amended
by inserting the following text immediately after the definition of "Initiating
Holder":
"Mondial Agreement" means the Registration Rights Agreement dated as
of January 29, 1999, between the Company and Mondial Industries
Limited Partnership, as the same shall be amended, supplemented or
otherwise modified from time to time.
(b) The definition of "Other Registration Rights Agreement" in
Section 3 of the Amended and Restated Agreement is amended by deleting the
clause "and the Childs Agreement" from such definition and inserting the clause
A, the Childs Agreement and the Mondial Agreement" in place of the deleted
clause.
4. Governing Law. This First Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
5. Counterparts. This First Amendment may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective representatives
hereunto duly authorized as of the date first above written.
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
Chief Financial Officer
HWH CAPITAL PARTNERS, L.P.
By: HWH, L.P., its general partner
By: HWH Corporation, its general
partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
HWH VALENTINE PARTNERS, L.P.
By: HWH Valentine, L.P., its general
partner
By: HWH Valentine Incorporated, its
general partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
HWH SURPLUS VALENTINE PARTNERS, L.P.
By: HWH Valentine, L.P., its general partner
By: HWH Valentine Incorporated, its general
partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
