Exhibit 10(a)(6)
SUPPLEMENT NO. 2 TO BORROWER PLEDGE AGREEMENT
SUPPLEMENT No. 2, dated as of October 31, 1995, to the
Borrower Pledge Agreement dated as of June 6, 1995 (as amended,
supplemented or otherwise modified from time to time, the
"Borrower Pledge Agreement"), made by Playtex Products, Inc., a
Delaware corporation (the "Borrower"), in favor of CHEMICAL BANK,
a New York banking corporation, as agent (the "Agent").
A. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Borrower
Pledge Agreement and the Credit Agreement.
B. The Borrower entered into the Borrower Pledge Agreement in
order to induce the Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective loans to, and
issue or participate in Letters of Credit for the account of, the Borrower.
The Credit Agreement requires any New Subsidiary (as defined in the Credit
Agreement) to have all of its Capital Stock pledged to the Agent, as
collateral security for the Obligations, pursuant to the Borrower Pledge
Agreement or a supplement thereto. The undersigned (the "New Subsidiary
Pledgor") is a Subsidiary of the Borrower and owner of all the issued and
outstanding stock of Sun Acquisition, Inc., a New Subsidiary (together with
its successors and assigns "Sun") and is executing this Supplement No. 2 in
accordance with the requirements of the Credit Agreement to induce the
Lenders to make their respective loans to, and issue or participate in
letters of credit for the account of, the Borrower.
Accordingly, the Agent and the New Subsidiary Pledgor agree as
follows:
SECTION 1. In accordance with the requirements of the Credit
Agreement, the New Subsidiary Pledgor by its signature hereto shall become
a pledgor under the Borrower Pledge Agreement with the same force and
effect as if it had been the original pledgor under the Borrower Pledge
Agreement, and the New Subsidiary Pledgor hereby (i) agrees to all the
terms and provisions of the Borrower Pledge Agreement applicable to it as a
pledgor thereunder and (ii) represents and warrants that the
representations and warranties made by it as a pledgor thereunder are true
and correct on and as of the date hereof. In furtherance of the foregoing
the New Subsidiary Pledgor, as security for the payment and performance in
full of the Obligations, does hereby transfer, grant, bargain, sell,
convey, hypothecate, pledge, set over and deliver unto the Agent, and grant
to the Agent (for the benefit of the Agent and the Lenders) a security
interest in the shares of capital stock listed below on Schedule I to this
Supplement No. 2 attached hereto and any shares of stock of Sun obtained in
the future by the New Subsidiary Pledgor. Schedule I to Supplement No. 2
attached hereto supplements the Borrower Pledge Agreement and shall be
deemed a part thereof for all purposes of the Borrower Pledge Agreement.
The Borrower Pledge Agreement is hereby incorporated herein by reference.
SECTION 2. This Supplement has been duly authorized, executed
and delivered by the New Subsidiary Pledgor and constitutes a legal, valid
and binding obligation of the New Subsidiary Pledgor, enforceable against
it in accordance with its terms, except as enforceability may be limited by
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium
and other similar laws relating to or affecting the enforcement of
creditors' rights generally,
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general equitable principles (whether considered in a proceeding in equity
or at law) and an implied covenant of good faith and fair dealing.
SECTION 3. This Supplement shall become effective when the Agent
shall have received counterparts of this Supplement which, when taken
together, bear the signatures of the New Subsidiary Pledgor and the Agent.
SECTION 4. Except as expressly supplemented hereby, the
Borrower Pledge Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained
in this Supplement No. 2 should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Borrower Pledge Agreement shall not
in any way be affected or impaired. The parties hereto, together with
their successors and assigns, shall endeavor in good faith negotiations to
replace the invalid, illegal or unenforceable provisions herein with valid
provisions, the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications to the New Subsidiary Pledgor
shall be given to it at the address set forth under its signature hereto
with a copy to the Borrower.
SECTION 8. This Supplement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which,
when taken together, shall constitute but one instrument.
SECTION 9. The New Subsidiary Pledgor agrees to reimburse the
Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees and expenses of counsel for the
Agent.
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IN WITNESS WHEREOF, the New Subsidiary Pledgor and the Agent have
duly executed this Supplement to the Borrower Pledge Agreement as of the
day and year first above written.
BBA ACQUISITION, INC. (to be merged
with, and into, Banana Boat Holding
Corporation)
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
Address:
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Attention:
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Telecopy:
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CHEMICAL BANK, as Agent
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
Schedule I to
Supplement No. 2
CAPITAL STOCK
Percent of
Class of Stock Outstanding Number of
Stock Issuer Stock Certificate Nos. Shares Shares
------------ -------- ---------------- ------------ -----------
Sun Common 1 100% 1,000
Acquisition,
Inc.
(to be merged
with, and
into, Sun
Pharmaceuticals
Corp.)
