Exhibit 10(a)(1)
EXECUTION COPY
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FIRST
SUPPLEMENTAL INDENTURE
AMONG
PLAYTEX PRODUCTS, INC., as Issuer,
PERSONAL CARE HOLDINGS, INC.
PERSONAL CARE GROUP, INC., and
CAREWELL INDUSTRIES, INC., as Guarantors
and MARINE MIDLAND BANK, as Trustee
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$150,000,000
8 7/8% Senior Notes due 2004
Dated as of January 28, 1998
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of January 28, 1998, among Playtex Products, Inc., a Delaware
corporation (the "Company"), Personal Care Holdings, Inc., a Delaware
corporation ("PCH"), Personal Care Group, Inc. ("PCG") and Carewell Industries,
Inc., a Delaware corporation ("Carewell"), (each of PCH, PCG and Carewell being
referred to herein as a "Guarantor" and, collectively, as the "Guarantors"), and
Marine Midland Bank (the "Trustee").
WHEREAS the Company and the Trustee are among the parties to an
Indenture dated as of July 21, 1997 (the "Indenture") providing for the issuance
of the Company's 8 7/8% Senior Notes due 2004;
WHEREAS the Guarantors, pursuant to Section 917 of the Indenture,
are required to execute and deliver to the Trustee Guarantees in the form of
Exhibit C to the Indenture;
WHEREAS, pursuant to Section 801(e) of the Indenture, by reason of
such guarantees, each Guarantor is required to execute this Supplemental
Indenture; and
WHEREAS, the Company, each of 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 as follows:
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.
2. Additional Guarantors. Each of PCH, PCG and Carewell hereby
agrees to become a party to the Indenture as a Guarantor and to execute a
Guarantee in the form of Exhibit C to the Indenture.
3. Miscellaneous.
3.1 Effect of the Supplemental Indenture. This Supplemental
Indenture supplements the Indenture and shall be a part and subject to all the
terms
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thereof. Except as supplemented hereby, the Indenture and the Securities issued
thereunder shall continue in full force and effect.
3.2 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.
3.3 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).
3.4 Recitals. The Trustee shall not be responsible for any
recital herein (other than the fourth 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.
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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
and CFO
PERSONAL CARE HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and CFO
PERSONAL CARE GROUP, INC.
By:/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and CFO
CAREWELL INDUSTRIES, INC.
By:/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and CFO
MARINE MIDLAND BANK, as Trustee
By:/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title Vice President
