EXHIBIT 4.(b)(6)
____________________
SIXTH
SUPPLEMENTAL INDENTURE
BETWEEN
BANANA BOAT HOLDING CORPORATION
and IBJ XXXXXXXX BANK & TRUST COMPANY, as Trustee
____________________
$360,000,000
9% Senior Subordinated Notes due 2003
Dated as of October 31, 1995
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of October 31, 1995,
between Banana Boat Holding Corporation, a Delaware corporation ("BBH"), and IBJ
Xxxxxxxx Bank & Trust Company (the "Trustee").
WHEREAS, Playtex Family Products Corporation ("Family Products"),
Playtex Products, Inc. (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., a Delaware corporation, 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., a Delaware corporation, 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;
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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 BBH (the "Merger"), 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;
WHEREAS, BBH has made a request to the Trustee that the Trustee join
with it, in accordance with Section 901 of the Indenture, in the execution of
this Supplemental Indenture to permit BBH to assume all the obligations of BBA
Acquisition, Inc. under the Indenture pursuant to Section 801 of the Indenture;
and
WHEREAS, BBH 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 in this Supplemental Indenture and for
other good and valuable consideration, the receipt and sufficiency of which are
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herein acknowledged, the Trustee and BBH hereby agree for the equal and the
ratable benefit of all holders of the Securities as follows:
ARTICLE ONE
Definitions
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Section 1.1 Definitions.
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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.
ARTICLE TWO
Assumption and Substitution
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Section 2.1 Assumption of Certain Obligations.
---------------------------------
BBH (as the surviving corporation) of the Merger expressly acknowledges
and assumes the due and punctual payment of the principal of, premium, if any,
and interest on the Securities and the performance and observance of every
covenant of the Indenture to be performed or observed by the Company.
Section 2.2 Substitution.
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On the date hereof, BBH (as the surviving corporation of the Merger)
shall, by virtue of the assumption described in Section 2.1 and the execution
and delivery of this Supplemental Indenture, succeed to and be substituted for
BBA Acquisition, Inc.
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Section 2.3 Other Obligations.
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BBH (as the surviving corporation of the Merger) hereby assumes all
the agreements and obligations of BBA Acquisition, Inc. under the Securities and
the Indenture and agrees to become the successor to BBA Acquisition, Inc, with
respect to all such agreements and obligations in accordance with the terms of
such instruments.
ARTICLE THREE
Miscellaneous
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Section 3.1 Effect of the Supplemental Indenture.
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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 3.2 Counterparts.
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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 3.3 GOVERNING LAW.
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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).
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Section 3.4 Recitals.
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The Trustee shall not be responsible for any recital herein (other
than the ninth recital as it applies to the Trustee) as such recitals shall be
taken as statements of BBH, or the validity of the execution by BBH 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, all as of the date first written above.
BANANA BOAT HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST
COMPANY, as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice
President
Agreed to and acknowledged by:
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and Chief Financial Officer
