Exhibit 4(b)(9)
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NINTH
SUPPLEMENTAL INDENTURE
AMONG
PLAYTEX PRODUCTS, INC., as Issuer,
PLAYTEX SALES & SERVICES, INC.,
PLAYTEX MANUFACTURING, INC.
SUN PHARMACEUTICALS CORP.
TH MARKETING CORP., and
SMILE-TOTE, INC., as Guarantors
and IBJ XXXXXXXX BANK & TRUST COMPANY, as Trustee
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$360,000,000
9% Senior Subordinated Notes due 2003
Dated as of August 27, 1997
Exhibit 4(b)(9)
THIS NINTH SUPPLEMENTAL INDENTURE, dated as of August 27, 1997,
among Playtex Products, Inc., a Delaware corporation (the "Company"), Playtex
Sales & Services, Inc., a Delaware corporation, Playtex Manufacturing, Inc., a
Delaware corporation, Sun Pharmaceuticals Corp., a Delaware corporation, TH
Marketing Corp., a Delaware corporation, and Smile-Tote, Inc., a California
corporation (each, a "Guarantor" and, together, the Guarantors), and IBJ
Xxxxxxxx Bank & Trust Company (the "Trustee").
WHEREAS, Playtex Family Products Corporation ("Family Products"),
the Company and the Trustee entered into an Indenture dated as of February 2,
1994 (the "Initial Indenture") to provide for the issuance of Family Products'
9% Senior Subordinated Notes due 2003 (the "Securities");
WHEREAS, on March 8, 1994, Family Products was merged with and into
the Company, and pursuant to a First Supplemental Indenture of even date
therewith the Company assumed all of the obligations of Family Products under
the Securities and the Initial Indenture (the Initial Indenture, as amended,
being referred to herein as the "Indenture");
WHEREAS, Playtex Sales & Services, Inc. has guaranteed the
obligations of the Company under the Credit Agreement and, by reason of such
guarantee, entered into a Second Supplemental Indenture dated as of June 6,
1995;
WHEREAS, Playtex Manufacturing, Inc. has guaranteed the obligations
of the Company under the Credit Agreement and, by reason of such guarantee,
entered into a Third Supplemental Indenture dated as of June 6, 1995;
WHEREAS, BBA Acquisition, Inc., a Delaware Corporation, has
guaranteed the obligations of the Company under the Credit Agreement and, by
reason of such guarantee, entered into a Fourth Supplemental Indenture dated as
of October 31, 1995;
WHEREAS, Sun Acquisition, Inc., a Delaware corporation, has
guaranteed the obligations of the Company under the Credit Agreement and, by
reason of such guarantee, entered into a Fifth Supplemental Indenture dated as
of October 31, 1995;
WHEREAS, on October 31, 1995, BBA Acquisition, Inc., merged with and
into Banana Boat Holding Corporation ("BBH") with BBH succeeding to the business
of BBA Acquisition, Inc. and assuming all the obligations of BBA Acquisition,
Inc., under the Securities and the Indenture (the "BBH Merger") and, by reason
of the BBH Merger, entered into a Sixth Supplemental Indenture dated as of
October 31, 1995;
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WHEREAS, on October 31, 1995, Sun Acquisition, Inc., a Delaware
corporation, merged with and into Sun Pharmaceuticals Corp. ("Sun") with Sun
succeeding to the business of Sun Acquisition, Inc. and assuming all the
obligations of Sun Acquisition, Inc. under the Securities and the Indenture (the
"Sun Merger") and, by reason of the Sun Merger, entered into a Seventh
Supplemental Indenture dated as of October 31, 1995;
WHEREAS, in March 1996, BBH merged with and into Sun with Sun
succeeding to the business of BBH and assuming all the obligations of BBH under
the Securities and the Indenture;
WHEREAS, each of TH Marketing Corp. and Smile-Tote, Inc. has
guaranteed the obligations of the Company pursuant to an Indenture dated as of
July 21, 1997 by and among the Company, the subsidiaries of the Company named
therein, as guarantors, and Marine Midland Bank, as Trustee and, by reason of
such guarantee, entered into an Eighth Supplemental Indenture dated as of July
21, 1997;
WHEREAS, the Company, the Guarantors and the Trustee desire to make
certain technical amendments to Section 1426 of the Indenture and Section 2.26
of each of the Second through Fifth Supplemental Indentures;
WHEREAS, the Company, the Guarantors and the Trustee are authorized
to enter into this Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are herein acknowledged, the Company, the
Trustee and each of the Guarantors hereby agree for the equal and the ratable
benefit of all holders of the Securities as follows:
Section 1. Definitions. For purposes of this Supplemental Indenture,
the terms defined in the recitals shall have the meanings therein specified; any
terms defined in the Indenture and not defined herein shall have the same
meanings herein as therein defined; and references to Articles or Sections
shall, unless the context indicates otherwise, be references to Articles or
Sections of the Indenture.
Section 2. Amendment.
(a) The second sentence of Section 1426 of the Indenture
is hereby amended to read as follows: "Nothing in Sections 1416 through 1429
shall apply to claims of, or payments to, the Trustee under or pursuant to the
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provisions in this Indenture regarding compensation and indemnification of the
Trustee."
(b) The second sentence of Section 2.26 of each of the
Second through Fifth Supplemental Indentures is hereby amended to read as
follows: "Nothing in Sections 2.16 through 2.30 of this Supplemental Indenture
shall apply to claims of, or payments to, the Trustee under or pursuant to the
provisions in the Indenture regarding compensation and indemnification of the
Trustee."
Section 3. Effect of the Supplemental Indenture. This Supplemental
Indenture supplements the Indenture and shall be a part and subject to all the
terms thereof. Except as supplemented hereby, the Indenture and the Securities
issued thereunder shall continue in full force and effect.
Section 4. Counterparts. This Supplemental Indenture may be executed
in counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.
Section 5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).
Section 6. Recitals. The Trustee shall not be responsible for any
recital herein (other than the eleventh recital as it applies to the Trustee) as
such recitals shall be taken as statements of the Company, or the validity of
the execution by any Guarantor of this Supplemental Indenture. The Trustee makes
no representations as to the validity or sufficiency of this Supplemental
Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first written above.
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
PLAYTEX SALES & SERVICES, INC.
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By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
PLAYTEX MANUFACTURING, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
SUN PHARMACEUTICALS CORP.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
TH MARKETING CORP.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
SMILE-TOTE, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
IBJ XXXXXXXX BANK & TRUST
COMPANY, as Trustee
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
