EXECUTION COPY
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dated as of June 1, 1998, by and among PLAYTEX
PRODUCTS, INC., a Delaware corporation (the "Company"), HWH CAPITAL PARTNERS,
L.P., a Delaware limited partnership ("HWH"), HWH VALENTINE PARTNERS, L.P., a
Delaware limited partnership, ("HWHV"), and HWH SURPLUS VALENTINE PARTNERS,
L.P., a Delaware limited partnership ("HWHSV" and, together with HWH and HWHV,
the "Purchasers"), to the Stock Purchase Agreement ("Agreement"), dated as of
March 17, 1995, among the Company and the Purchasers.
WHEREAS, there is a Stock Purchase Agreement dated as of June 1, 1998
(the "Purchase Agreement") between RCBA Playtex, L.P. ("Xxxx") and X.X. Childs
Equity Partners, L.P. ("Childs LP"), pursuant to which Xxxx has agreed to
purchase 6,000,000 shares of the Company's common stock, par value $.01 from
Childs LP; and
WHEREAS, the parties to the Agreement wish to amend the Agreement as
set forth herein.
NOW, THEREFORE, the Company and the Purchasers agree as follows:
1. Effectiveness. The Agreement, as amended, herein, shall be effective
upon (and only upon) the Closing (as defined in the Purchase Agreement, and
hereinafter referred to as the "Effective Date"). In the event the Purchase
Agreement is terminated, this Agreement shall be deemed not to have been so
amended and
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restated and shall remain in full force and effect in the form it existed
immediately prior to the date hereof.
2. Amendment to Article 6 of the Agreement. Article 6 of the Agreement
shall be amended by adding at the end thereof the following:
6.12 Preemptive Rights.
(a) From and after the Effective Date, except as provided
below, the Company shall not issue, sell or transfer or allow any of
its subsidiaries to issue, sell or transfer any Voting Securities (the
"Offered Securities") unless the Purchasers are offered in writing the
right to purchase, at the same price or on the same terms proposed to
be issued and sold, a portion of the Offered Securities (the "Stated
Percentage") equal to the product of (i) the total number of Offered
Securities multiplied by (ii) a fraction, the numerator of which is the
lesser of (x) 20,000,000 or (y) the number of Voting Securities then
owned by the Purchasers and the denominator of which is the total
number of the then outstanding shares of Common Stock, computed on a
fully diluted basis (the "Preemptive Rights"). If the Offered
Securities are being issued in connection with the issuance of any
other securities, or incurrence of any debt, by the Company ("Other
Securities or Debt"), the Purchasers shall be required to purchase
their Stated Percentage of such Other Securities or Debt in order to
exercise their Preemptive Rights. The Purchasers shall have the right,
during the period specified
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in Section 6.12(b), to accept the offer for any or all of their portion
of the Offered Securities.
(b) Any Purchaser who does not deliver to the Company written
notice of acceptance of any offer made pursuant to Section 6.12(a)
within 10 business days after such Purchaser's receipt of such offer
shall be deemed to have waived its rights to purchase the Offered
Securities which are the subject of such offer (including, if the
Offered Securities include convertible securities, options, or other
rights to acquire securities, such other securities.)
(c) Section 6.12(a) shall not apply to (i) the grant of
options to purchase Voting Securities, or the issuance of shares of
Voting Securities, to employees of the Company or any of its
subsidiaries, (ii) shares of Voting Securities issuable upon exercise
of any option, warrant, convertible security or other rights to
purchase or subscribe for Voting Securities which, in each case, had
been issued in compliance with Section 6.12(a) or under Section
6.12(c)(i), (iii) securities issued pursuant to any stock split,
combination of stock, stock dividend or other similar stock
recapitalization, (iv) shares of Voting Securities issued pursuant to
an employee stock option or similar plan, (v) shares of Voting
Securities issued in connection with the acquisition of the stock or
assets or of any other Person (vi) shares of Voting Securities issued
pursuant to any registered public offering under the 1933 Act, or
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(vii) any issuance of Offered Securities occurring after the Purchasers
collectively own less than 11% of the outstanding shares of Common
Stock.
3. Amendment to Article 7 of the Agreement: Article 7 of the Agreement
is deleted in the entirety and replaced with the following:
7. STANDSTILL
7.1 Prohibited Activities. The Purchasers agree that during
the Standstill Period they will not, nor will they permit any of their
Affiliates to, directly or indirectly, acquire, offer to acquire, or
agree to acquire, by purchase any Voting Securities; provided, however,
that nothing contained herein shall prohibit the Purchasers or any of
their Affiliates from acquiring any Voting Securities (i) as a result
of a stock split, stock dividend or similar recapi talization by the
Company, the consummation of which shall not result in a violation of
Section 7.1 or (ii) so long as the Purchasers and their Affiliates
beneficially own (within the meaning of Rule 13d-3 of the Exchange
Act), in the aggregate, no more than 22,000,000 shares of Voting
Securities (as adjusted for stock splits, combination of stock, stock
dividends or similar recapitalization by the Company) immediately
following such acquisition of Voting Securities; provided, however,
that nothing in this Section 7.1 shall prohibit the Purchasers from
acquiring any Voting Securities in accordance with the provisions of
Section 6.12. Notwithstanding the foregoing, if any breach of Section
7.1 caused by an acquisition of a non-material amount of Voting
Securities shall
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have been cured by disposition of Voting Securities within 30 days
after the Purchasers become aware of such breach, then no breach of
this Section 7.1 shall be deemed to have occurred.
7.2 Standstill Period. As used herein, the term "Standstill
Period" shall mean the period from the date that the Closing occurs
until the earliest to occur of (each a "Termination Event"):
(A) the date that is the fifth anniversary of the
Effective Date;
(B) the date on which the Purchasers and their
Affiliates cease to beneficially own (within the meaning of
Rule 13d-3 of the Exchange Act), in the aggregate, at least
10% of the outstanding Voting Securities;
(C) a Change of Control;
(D) the sale of substantially all of the Common Stock
of the Company or all or substantially all of the assets of
the Company or its Subsidiaries, taken as a whole, through a
stock purchase agreement, merger or other business combination
not in violation of Section 6.10;
(E) a Post-Closing Event;
(F) a Bankruptcy Event; or
(G) default in the payment of principal or interest
when due (whether at maturity, upon acceleration or otherwise)
after the expiration of any grace periods applicable thereto
with respect to
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indebtedness of the Company or any of its Subsidiaries for
money borrowed having an aggregate outstanding principal
amount in excess of $10,000,000 or more (unless at the time
thereof the Company shall have unrestricted cash, cash
equivalents or commitments under existing debt instruments
available to make such payment).
4. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original and both of which together shall be
deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer
HWH CAPITAL PARTNERS, L.P.
By: HWH, L.P., its general partner
By: HWH Incorporated, its
general partner
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title:
HWH VALENTINE PARTNERS, L.P.
By: HWH Valentine, L.P., its
general partner
By: HWH Valentine Incorporated, its
general partner
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title:
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HWH SURPLUS VALENTINE PARTNERS, L.P.
By: HWH Valentine, L.P., its
general partner
By: HWH Valentine Incorporated, its
general partner
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title:
