Exhibit 10(ad)(1)
THIS AMENDMENT NO. 1, dated as of January 29, 1999 (the "First
Amendment") to the Registration Rights Agreement, dated as of June 1, 1998 (as
such agreement may be amended, supplemented or otherwise modified from time to
time, the "Agreement"), between Playtex Products, Inc., a Delaware corporation
(the "Company") and RCBA Playtex, L.P. (the "Principal Stockholder").
WHEREAS, the Agreement provides for registration rights for certain
shares of the Company's common stock, par value $0.01 ("Common Stock"), issued
to the Principal Stockholder;
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 Principal Stockholder 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 Principal Stockholder 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 Agreement.
2. Effect. This First Amendment amends and supplements the Agreement
and shall be a part and subject to all the terms thereof. Except as amended and
supplemented hereby, the Agreement shall continue in full force and effect.
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3. Amendments.
The Agreement is hereby amended as follows:
(a) Section 3 of the 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 Agreement is amended by deleting the clause "and the Childs
Agreement" from such definition and inserting the clause ", 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.
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
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
Chief Financial Officer
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RCBA PLAYTEX, L.P.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title:
