Exhibit 10(a)(4)
SUPPLEMENT NO. 1, dated as of October 31, 1995, to the
Subsidiaries' Guarantee dated as of June 6, 1995, (as amended,
supplemented or otherwise modified from time to time, the
"Guarantee Agreement"), made by the Subsidiaries of Playtex
Products, Inc. (the "Borrower") signatories thereto in favor of
CHEMICAL BANK, as Agent.
A. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guarantee
Agreement.
B. The undersigned (together with their respective successors
and assigns, the "New Guarantors") are Subsidiaries of the Borrower and are
executing this Supplement in accordance with the requirements of section
16(a) of the Guarantee Agreement in order to become Guarantors under the
Guarantee Agreement, to induce the Lenders to make additional Loans and to
induce the Issuing Lender to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously
issued.
Accordingly, the Agent and the New Guarantors agree as follows:
SECTION 1. The New Guarantors by their signatures hereto shall
become Guarantors under the Guarantee Agreement with the same force and
effect as if originally named therein as Guarantors and the New Guarantors
hereby (i) agree to all the terms and provisions of the Guarantee Agreement
applicable to them as Guarantors thereunder and (ii) represent and warrant
that the representations and warranties made by them as Guarantors
thereunder are true and correct on and as of the date hereof. Each
reference to a "Guarantor" in the Guarantee Agreement shall be deemed to
include the New Guarantors. The Guarantee Agreement is hereby incorporated
herein by reference.
SECTION 2. This Supplement has been duly authorized, executed
and delivered by each New Guarantor and constitutes a legal, valid and
binding obligation of such New Guarantor, enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting the enforcement of creditors' rights
generally, 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 each New Guarantor and the Agent.
SECTION 4. Except as expressly supplemented hereby, the
Guarantee 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.
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SECTION 6. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Guarantee Agreement shall not in any
way be affected or impaired. The parties hereto 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 either New Guarantor shall be
given to it at the address set forth under its signatures hereto.
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.
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IN WITNESS WHEREOF, the New Guarantors and the Agent have duly
executed this Supplement to the Guarantee 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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Attn:
Telecopy:
SUN ACQUISITION, INC., (to be
merged with, and into, Sun
Pharmaceuticals Corp.)
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title:
Address:
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Attn:
Telecopy:
CHEMICAL BANK,
as Agent
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
