EXHIBIT 4(b)(7)
SEVENTH
SUPPLEMENTAL INDENTURE
BETWEEN
SUN PHARMACEUTICALS CORP. and IBJ XXXXXXXX BANK & TRUST COMPANY, as Trustee
$360,000,000
9% Senior Subordinated Notes due 2003
Dated as of October 31, 1995
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 1995, between
Sun Pharmaceuticals Corp., a Delaware corporation ("Sun"), 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, Banana Boat Holding Corporation, a Delaware Corporation, has
succeeded to the business of BBA Acquisition, Inc., and has assumed all the
obligations of BBA Acquisition, Inc. under the Securities and the Indenture and
by reason of such succession and assumption, has entered into a Sixth
Supplemental Indenture dated October 31, 1995;
WHEREAS, on October 31, 1995, Sun Acquisition, Inc., merged with and into
Xxx (the "Merger"), with Xxx succeeding to the business of Sun Acquisition, Inc.
and assuming all the obligations of Sun Acquisition, Inc. under the Securities
and the Indenture;
WHEREAS, Xxx 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 Sun to assume all the obligations of Sun
Acquisition, Inc. under the Indenture pursuant to Section 801 of the Indenture;
and
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WHEREAS, Sun 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 herein
acknowledged, the Trustee and Xxx 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.
-----------------------------------
Sun (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.
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Section 2.2 Substitution.
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On the date hereof, Sun (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
Sun Acquisition, Inc.
Section 2.3 Other Obligations.
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Sun (as the surviving corporation of the Merger) hereby assumes all the
agreements and obligations of Sun Acquisition, Inc. under the Securities and the
Indenture and agrees to become the successor to Xxx 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.
--------------------------------------
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.
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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).
Section 3.4 Recitals.
---------
The Trustee shall not be responsible for any recital herein (other than
the tenth recital as it applies to the Trustee) as such recitals shall be taken
as statements of Xxx, or the validity of the execution by Xxx 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, all as of the date first written above.
SUN PHARMACEUTICALS CORP.
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: /s/ Xxxxxx X. Xxxxxx
Title: Assistant Vice Prsident
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
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