Exhibit 10.1


AMENDMENT NO. 2 TO CREDIT AGREEMENT


                    This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 10, 2005 by and among PLAYTEX PRODUCTS, INC., a Delaware corporation (“Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as a Lender and as Agent, and the Lenders signatory hereto.  Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in Annex A to the Credit Agreement (as hereinafter defined), as amended hereby.


R E C I T A L S:


                    WHEREAS, Borrower, the other Credit Parties, the Agent and the Lenders entered into that certain Credit Agreement, dated as of February 19, 2004 (as amended, supplemented, restated or otherwise modified prior to the date hereof, the “Credit Agreement”); and


                    WHEREAS, the parties to the Credit Agreement have agreed to amend the Credit Agreement as set forth herein.


                    NOW, THEREFORE, in consideration of the premises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


          1          Amendments to the Credit Agreement.  The Credit Agreement is hereby amended as follows:


                     (a)          Section 1.2(a) of the Credit Agreement is amended and restated to read in its entirety as follows:

	
  
 
  	
  
“(a) Borrower shall pay   interest to Agent, for the ratable benefit of Lenders, in accordance with the   various Loans being made by each Lender, in arrears on each applicable   Interest Payment Date, at the following rates:  (i) with respect   to the Revolving Credit Advances which are designated as Index Rate Loans,   the Index Rate plus the Applicable Revolver Index Margin per annum or, with   respect to Revolving Credit Advances which are designated as LIBOR Loans, the   applicable LIBOR Rate plus   the Applicable Revolver LIBOR Margin per annum; (ii) with respect to   such portion of the Term Loandesignated as an Index Rate Loan, the Index Rate plus   the Applicable Term Loan Index Margin per annum or, with respect to such   portion of the Term Loan designated   as a LIBOR Loan, the applicable LIBOR Rate plus the Applicable Term Loan   LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan,   the Index Rate plus the
Applicable Revolver Index Margin per annum.
  











	
  
 
  	
  
At all times prior to May 10, 2005, the   Applicable Margins were as follows:
  





	
  
 
  	
  
Applicable Revolver Index   Margin
  	
  
 
  	
  
 
  	
  
1.25
  	
  
%
  
	
  
 
  	
  
Applicable Revolver LIBOR   Margin
  	
  
 
  	
  
 
  	
  
2.50
  	
  
%
  
	
  
 
  	
  
Applicable Term  Loan Index Margin
  	
  
 
  	
  
 
  	
  
2.75
  	
  
%
  
	
   
  	
  
Applicable Term Loan LIBOR   Margin
  	
  
 
  	
  
 
  	
  
4.00
  	
  
%
  




                    As of May 10, 2005, the Applicable Margins are as follows:

	
  
 
  	
  
Applicable Revolver Index   Margin
  	
  
 
  	
  
 
  	
  
1.25
  	
  
%
  
	
  
 
  	
  
Applicable Revolver LIBOR   Margin
  	
  
 
  	
  
 
  	
  
2.50
  	
  
%
  





	
  
 
  	
  
The Applicable Margins shall be   adjusted (up or down) prospectively on a quarterly basis as determined by Borrower’s and its Subsidiaries’   consolidated financial performance, commencing with the first day of the   first calendar month that occurs more than one (1) day after delivery of   Borrower’s quarterly Financial Statements to Lenders for the Fiscal Quarter ending   April 2, 2005.  Adjustments in   Applicable Margins will be determined by reference to the following grids:
  




	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If Interest Coverage Ratio is:
  	
  
 
  	
  
Level of 
Applicable Margins:
  
	
   
  	
  


  	
  
 
  	
  


  
	
  
 
  	
  
< 1.00
  	
  
Level I
  
	
  
 
  	
  
< 2.00, but 
> 1.00
  	
  
Level II
  
	
  
 
  	
  
< 2.50, but 
> 2.00
  	
  
Level III
  
	
  
 
  	
  
< 3.00, but 
> 2.50
  	
  
Level IV
  
	
  
 
  	
  
> 3.00
  	
  
Level V
  




	
  
 
  	
  
 
  	
  
 
  	
  
Applicable Margins
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  	
  
 
  
	
   
 	
   
 	
   
 	
  Level I
  	
   
 	
  
Level II
  	
   
 	
  
Level III
  	
   
 	
  
Level IV
  	
   
 	
  
Level V
  	
   
 
	
   
 	
   
 	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
   
  	
  
Applicable Revolver Index   Margin
  	
  
 
  	
  
 
  	
  
1.50
  	
  
%
  	
  
 
  	
  
1.25
  	
  
%
  	
  
 
  	
  
1.00
  	
  
%
  	
  
 
  	
  
0.75
  	
  
%
  	
  
 
  	
  
0.50
  	
  
%
  
	
  
 
  	
  
Applicable Revolver LIBOR   Margin
  	
  
 
  	
  
 
  	
  
2.75
  	
  
%
  	
  
 
  	
  
2.50
  	
  
%
  	
  
 
  	
  
2.25
  	
  
%
  	
  
 
  	
  
2.00
  	
  
%
  	
  
 
  	
  
1.75
  	
  
%
  




	
  
 
  	
  
          All   adjustments in the Applicable Margins after April 2, 2005 shall be   implemented quarterly on a prospective basis, for each calendar month commencing (A) at   least one (1) day after the date of delivery to Lenders of the Financial   Statements of Borrower and its Subsidiaries pursuant to Sections 4.2(a) and 4.2(b), as applicable, evidencing the need for an adjustment   or (B) at least one (1) day   after the date of delivery to Lenders of an Interim Annual Pricing   Certificate if, at the option of the Borrower, such Interim Annual Pricing   Certificate is delivered in accordance with Section   4.2(k)(ii), provided, however, that if, after a delivery of an Interim Annual Pricing Certificate, the audited   Financial Statements 
  




2








	
  
 
  	
  
of Borrower and its   Subsidiaries delivered pursuant to Section 4.2(b) with respect to the Fiscal Year covered by such   Interim Annual Pricing Certificate demonstrate   a need for an increase in the Applicable Margin as compared to the Applicable   Margin implemented based on the Interim Annual Pricing Certificate, Borrower   shall pay on demand to the Agent, and, in any event, the Agent shall be   permitted to charge to the   Revolving Loan, for the ratable benefit of the Lenders, the amount of   interest that would have accrued on the Loans at those increased Applicable   Margins from the date of the implementation of the Applicable Margins based   on the Interim Annual Pricing Certificate   less the amount of interest paid by the Borrower for such   period; and provided, further, however, that failure to timely deliver the audited Financial   Statements of Borrower and its Subsidiaries pursuant to Section
4.2(b) with respect to the Fiscal Year covered by such Interim Annual Pricing   Certificate shall, in addition to any other remedy provided for in this   Agreement, result in an increase in the Applicable Margins to the highest   level set forth in the foregoing grid, commencing retroactively from the date of the   implementation of the Applicable Margins based on the applicable Interim   Annual Pricing Certificate until the first day of the first calendar month   following the delivery of those Financial Statements demonstrating that such   an increase is not   required.
  
	
   
  	
  
 
  
	
  
 
  	
  
          Concurrently   with the delivery of each Financial Statements pursuant to Sections 4.2(a) and 4.2(b), as applicable, Borrower shall deliver to Agent and   Lenders the Pricing Certificate, setting forth in reasonable detail the basis for the continuance   of, or any change in, the Applicable Margins.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          If   any Default or an Event of Default has occurred and is continuing at the time   any reduction in the Applicable Margins is to be implemented, that reduction   shall be deferred until   the first day of the first calendar month following the date on which all   Defaults or Events of Default are waived or cured.”
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)     Section 1.3(b) of the Credit Agreement is amended and restated to   read in its entirety as follows:
  
	
  
 
  	
  
 
  
	
   
  	
  
“(b)    Unused Line Fee.  As   additional compensation for the Revolving Lenders, Borrower shall pay to   Agent, for the ratable benefit of such Lenders, in arrears, on the first   Business Day of each Fiscal Quarter prior to the Commitment Termination Date and on the   Commitment Termination Date, a fee for Borrower’s non-use of available funds   in respect of Revolving Loan Commitments in an amount equal to the product of   three eighths of one percent (0.375%) per annum (calculated on the basis of a   360 day year for actual   days elapsed) multiplied by (ii) the difference of the Maximum Amount minus   the average for the period of the daily closing balances of the Revolving   Loan (including, without duplication, Swing Line Loans) outstanding during   the period for which such   Fee is due.”
  




                   (c)     Section 4.2(k) of the Credit Agreement is amended and restated to read in its entirety as follows:


3








	
  
 
  	
  
“(k)     Compliance and Pricing Certificates.  Together   with each delivery of   (i) year-end Financial Statements of Borrower and its Subsidiaries   pursuant to Section 4.2(b), Credit Parties will deliver a fully and properly   completed Compliance Certificate (in substantially the same form as Exhibit 4.2(k) (the “Compliance Certificate”) signed by each Credit Party’s chief executive   officer, chief financial officer, president, treasurer or controller and   (ii) Financial Statements of Borrower and its Subsidiaries pursuant to Sections 4.2(a) and 4.2(b), Credit Parties will deliver a fully and properly completed   Pricing Certificate (in substantially the same form as Exhibit 4.2(k)(ii) (the “Pricing Certificate”) signed by each Credit Party’s chief executive   officer, chief financial officer, president,
treasurer or controller; it   being understood and   agreed that Borrower, at its option, may deliver at any time prior to the   delivery of the audited year-end Financial Statements of Borrower and its   Subsidiaries pursuant to 4.2(b) an additional Pricing Certificate based on the   unaudited  year-end   consolidated and consolidating income statements, statements of cash flows   and balance sheets of Borrower and its Subsidiaries together with such   unaudited  year-end consolidated and consolidating income statements,   statements of cash flows and balance sheets   of Borrower and its Subsidiaries (the “Interim Annual Pricing   Certificate”).”
  



           2          Amendments to Annex A to the Credit Agreement.  


                      (a)          Annex A to the Credit Agreement is hereby amended by adding the following definitions to Annex A to the Credit Agreement in their appropriate alphabetical order: 

	
  
 
  	
  
“EBITDA” has the meaning ascribed to it in Section 1 of Schedule 1   to Exhibit 4.2(k)(ii).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Interest   Coverage Ratio” has the meaning ascribed to   it in Section 3 of Schedule 1 to Exhibit   4.2(k)(ii).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Interest   Expense” has the meaning ascribed to   it in Section 2 of Schedule 1 to Exhibit 4.2(k)(ii).
  
	
   
  	
  
 
  
	
  
 
  	
  
“Interim   Annual Pricing Certificate”   has the meaning ascribed to it in Section 4.2(k).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Pricing Certificate” has the meaning ascribed to it in Section 4.2(k).
  




                     (b)          Annex A to the Credit Agreement is hereby further amended by amending and restating the definition of the term “Financial Statements” to read in its entirety as follows:

	
  
 
  	
  
“Financial   Statements” means the consolidated and   consolidating income statements, statements of cash flows and balance sheets   of Borrower and its Subsidiaries delivered in accordance with Sections 4.2(a) and (b) or delivered together with the Interim Annual Pricing Certificate in   accordance with Sections 4.2(k)(ii).
  




4









          3          Amendments to Annex B to the Credit Agreement.  Annex B to the Credit Agreement is hereby amended and restated to read in its entirety Annex B attached hereto. 


          4          Conditions to Effectiveness.  This Amendment shall be effective on the date on which this Amendment shall have been duly executed and delivered by the Borrower, each other Credit Party party hereto, Agent and the Lenders.


          5          Representations and Warranties.  In order to induce the Agent and the Lenders to enter into this Amendment, Borrower and each other Credit Party represents and warrants to Agent and each Lender (which representations and warranties shall survive the execution and delivery of this Amendment), that:

	
  
 
  	
  
          (a)          the execution, delivery and performance by each Credit   Party of this Amendment has been duly authorized by all necessary corporate   action and this Amendment   is a legal, valid and binding obligation of such Credit Party enforceable   against such Credit Party in accordance with its terms;
  
	
  
 
  	
  
 
  
	
   
  	
  
          (b)          upon the effectiveness of this Amendment, all of the   representations and warranties contained   in the Credit Agreement and in the other Loan Documents (other than those   which speak expressly only as of an earlier date) are true and correct in all   material respects on and as of the date of the effectiveness of this   Amendment after giving effect to this   Amendment and the transactions contemplated hereby;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)          Neither the execution, delivery and performance of   this Amendment by each Credit Party nor the consummation of the transactions   contemplated hereby does or shall contravene,   result in a breach of, or violate (i) any provision of such Credit Party’s   certificate or articles of incorporation or bylaws, (iii) any law or   regulation, or any order or decree of any court or government   instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other   instrument to which such Credit Party or any of its Subsidiaries is a party   or by which such Credit Party or any of its Subsidiaries or any of their   property is bound, except in any such case to the extent such conflict or breach has been   waived by a written waiver document, a copy of which has been delivered to   Agent on or before the date hereof or
which could not reasonably be expected   to have, either individually or in the aggregate, a Material Adverse Effect; and
  
	
  
 
  	
  
 
  
	
   
  	
  
          (d)          no Default or Event of Default exists or will result   after giving effect to this Amendment and the transactions contemplated   hereby.
  




           6          Miscellaneous.


                        6.1         Effect; Ratification.

	
  
 
  	
  
            (a)          Except as specifically set forth above, the Credit   Agreement and the other Loan Documents shall remain in full force and effect   and are hereby ratified and confirmed.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            (b)          The execution, delivery and effectiveness of this Amendment shall not operate   as a waiver of any right, power or remedy of Agent or any Lender under the   Credit Agreement or any other Loan Document, nor constitute amendment of any   provision of the Credit 
  



5








	
  
 
  	
  
Agreement or any other Loan Document, except as   specifically set forth herein.  Upon   the effectiveness of this Amendment, each reference in the Credit Agreement   to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar   import shall mean and be   a reference to the Credit Agreement as amended hereby.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            (c)          Each Credit Party acknowledges and agrees that the   amendments set forth herein are effective solely for the purposes set forth   herein and that the execution and delivery by   Agent and Lenders of this Amendment shall not be deemed (i) except as   expressly provided in this Amendment, to be a consent to any amendment,   waiver or modification of any term or condition of the Credit Agreement or of   any other Loan Document, (ii) to create   a course of dealing or otherwise obligate Agent or Lenders to forbear, waive,   consent or execute similar amendments under the same or similar circumstances   in the future, or (iii) to amend, prejudice, relinquish or impair any right   of Agent or Lenders to   receive any indemnity or similar payment from any Person or entity as a   result of any matter arising from or relating to
this Amendment.
  



                       6.2          Counterparts and Signatures by Fax.  This Amendment may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument.  Any party delivering an executed counterpart of this Amendment by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.


                       6.3          Severability.  In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


                       6.4          Loan Document.  This Amendment shall constitute a Loan Document.


                       6.5          Costs And Expenses.  As provided in Section 1.3(e) of the Credit Agreement, Borrowers agree to reimburse Agent for all reasonable and documented out-of-pocket fees, costs and expenses, including the fees, costs and expenses of counsel or other advisors for advice, assistance, or other representation in connection with this Amendment (it being understood and agreed that the documentation of counsel’s fees and expenses may omit information that such counsel reasonably deems privileged).


                       6.6          Reaffirmation.  Each of the Credit Parties signatory hereto as Guarantor hereby acknowledges and reaffirms all of its obligations and undertakings under each of the Loan Documents to which it is a party and acknowledges and agrees that subsequent to, and after taking account of the provisions of this Amendment, each such Loan Document is and shall remain in full force and effect in accordance with the terms thereof.


6









                       6.7          GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. 


[Signature Pages Follow]


7









                    IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	
  
 
  	
  
PLAYTEX PRODUCTS, INC.,

a Delaware   corporation, as Borrower
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP Corporate Controller &   Asst Sec
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PLAYTEX SALES   & SERVICES, INC.,

a Delaware corporation, as a Guarantor
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP Finance & Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PLAYTEX MANUFACTURING, INC.,

a Delaware corporation, as a Guarantor
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PLAYTEX INVESTMENT CORP.,

a Delaware corporation, as a Guarantor
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP - Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
PLAYTEX INTERNATIONAL CORP.,

a Delaware corporation, as a Guarantor
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP - Treasurer
  




[Signature Page to Amendment No. 2 to Credit Agreement]








	
   
  	
  
TH MARKETING CORP.,

a Delaware corporation, as a Guarantor
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP & Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
SMILE-TOTE,   INC.,

a California corporation, as a Guarantor
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP & Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
SUN PHARMACEUTICALS CORP.,

a Delaware corporation, as a Guarantor
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
Treasurer & CFO
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
PERSONAL CARE GROUP,   INC.,

a Delaware corporation, as a Guarantor
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP – Finance & Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
PERSONAL CARE HOLDINGS,   INC.,

a Delaware corporation, as a Guarantor
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP – Finance & Treasurer
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
CAREWELL INDUSTRIES,   INC.,

a New York corporation, as a Guarantor
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOHN   J. MCCOLGAN
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
John J. McColgan
  
	
  
 
  	
  
Title:  
  	
  
VP – Finance & Treasurer
  




[Signature Page to Amendment No. 2 to Credit Agreement]









	
  
 
  	
  
GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent and a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 By:  
  	
  
/s/ MAURA FITZGERALD
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
Maura Fitzgerald
  
	
  
 
  	
  
Its Duly Authorized Signatory
  



[Signature Page to Amendment No. 2 to Credit Agreement]








	
  
 
  	
  
UBS AG,   STAMFORD BRANCH, as a Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ WILFRED   V. SAINT
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
Wilfred V. Saint
  
	
   
  	
  
Title:  
  	
  
Dir. Banking Products Services,   US
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:  
  	
  
/s/ JOSELIN FRENANDES
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
Joselin Frenandes
  
	
  
 
  	
  
Title:  
  	
  
Assoc. Dir. Banking Products   Services, US
  




[Signature Page to Amendment No. 2 to Credit Agreement]









EXHIBIT 4.2(k)(ii)


PRICING CERTIFICATE


PLAYTEX PRODUCTS, INC.


Date: __________, _____


                    This Certificate is given by Playtex Products, Inc., a Delaware corporation, (“Borrower”) pursuant to Section 4.2(k)(ii) of that certain Credit Agreement dated as of February 19, 2004 among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.


                    The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower.  By executing this Certificate such officer hereby certifies to Agent and Lenders that:


                    (a)          the financial statements delivered with this Certificate in accordance with [Section 4.2(a)] [Section 4.2(b)] [Section 4.2(k)(ii)] of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Borrower and its Subsidiaries as of the dates of such financial statements; 


                    (b)          I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Credit Parties during the accounting period covered by such financial statements; and


                    (c)          based upon the calculation of Interest Coverage Ratio as set forth on Schedule 1 hereto, the Interest Coverage Ratio as of the last day of the [Fiscal Quarter] [Fiscal Year] ended on [___________] and for the 12-month period then ended (the “Measuring Period”) is [______] and the Applicable Margins shall be calculated using Level ___.


                    IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its __________________ this ____ day of ___________, ____.

	
  
 
  	
  
PLAYTEX PRODUCTS, INC., a Delaware   corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  











SCHEDULE 1
Exhibit 4.2(k)(ii)


ALL AMOUNTS IN EXHIBIT 4.2(k)(ii) ARE WITHOUT DUPLICATION AND, UNLESS OTHERWISE INDICATED, ARE CALCULATED FOR BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS


EBITDA
(Section 1)

	
  Consolidated   Net Income is defined as follows:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Consolidated   net income (determined in accordance with GAAP) during the Measuring Period
  	
  
$
  	
  
__________
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Less:
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
the   income (or deficit) of any Person accrued   prior to the date it became a Subsidiary of, or was merged or consolidated   into, Borrower or any of Borrower’s Subsidiaries
  	
  
 
  	
  
__________
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
the   income (or deficit) of any Person (other than a Subsidiary) in which Borrower has an ownership interest, except to the extent any   such income has actually been received by Borrower or any of its Subsidiaries   in the form of cash dividends or distributions
  	
  
 
  	
  
__________
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
the   undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends   or similar distributions by such Subsidiary is not at the time permitted by   the terms of any contractual obligation or requirement of law applicable to   such Subsidiary
  	
  
 
  	
  
__________
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
any   restoration to income of any contingency   reserve (other than routine contingency reserves established in the ordinary   course of business), except to the extent that provision for such reserve was   made out of income accrued during such period
  	
  
 
  	
  
__________
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
any   net gain attributable to   the write-up of any asset
  	
  
 
  	
  
__________
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
any   net gain from the collection of the proceeds of life insurance policies
  	
  
 
  	
  
__________
  



  
Exhibit 4.2(k)(ii)-Section 1








	
  
     
  	
  any net gain arising from the acquisition of any   securities, or the extinguishment   of any Indebtedness, of Borrower or any of its Subsidiaries
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  in the case of a successor to Borrower or any of its Subsidiaries by   consolidation or merger or as a transferee of its assets, any earnings of   such successor prior to   such consolidation, merger or transfer of assets
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  any deferred credit representing the excess of equity   in any Subsidiary of Borrower at the date of acquisition of   such Subsidiary over the cost to Borrower of the investment in such Subsidiary
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  any non-cash gain resulting from the Accounting Changes to the extent included in the   calculation of Consolidated Net Income for the Measuring Period but without   duplication
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  Plus:
 	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  any net loss arising from the acquisition of any securities, or the   extinguishment of any Indebtedness, of Borrower or any of its Subsidiaries
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  any non-cash charge resulting from the Accounting Changes to the extent excluded from   the calculation of Consolidated   Net Income for the Measuring Period but without duplication
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  Consolidated   Net Income for the Measuring Period:
 	
  $
 	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  EBITDA is defined as follows:
 	
  
     
  	
  
     
  
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  Consolidated Net Income (from above)
 	
  
     $
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  Less:
 	
  (in each case to the extent included in the   calculation of Consolidated Net Income for the Measuring Period, but without   duplication):
 	
  
     
  	
  
     
  
	
   
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  gains from extraordinary items determined in   accordance with GAAP
 	
  
     
  	
  __________
 



  

Exhibit 4.2(k)(ii)-Section 1








	
  
     
  	
  any aggregate net gain arising from the sale, exchange   or other disposition of capital assets (including any fixed assets, whether   tangible or intangible, all inventory sold in conjunction with the   disposition of fixed assets and all securities)
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  any other non-cash gains
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  any non-cash gains from Dollar denominated transactions due solely to   fluctuations in currency values 
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  Plus:
 	
  (in each case to the extent deducted in the   calculation of   Consolidated Net Income for the Measuring Period, but without duplication):
 	
  
     
  	
  
     
  
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  any provision for income and franchise taxes
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  Interest Expense (calculated in Section 2 of this   Exhibit)
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  depreciation and amortization (including amortization and write-offs of   intangible assets)
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  other non-cash charges (other than non-cash losses   relating to write-off, write-downs or reserves with respect to Accounts or   Inventory)
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  losses from extraordinary   items determined in accordance with GAAP
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  any non-cash losses from Dollar denominated transactions due solely to   fluctuations in currency values 
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  any non-cash charges resulting from the write-up of   inventory or other assets   as a result of purchase accounting which does not have a cash impact on the   Borrower
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  any non-cash charges related to the grant of Stock and   Stock options and other compensation to personnel of the Borrower pursuant to   a written plan or   agreement
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  any fees and expenses or charges related to any Stock   offering, Permitted Investment or Indebtedness, provided that such fees, expenses and charges with respect to   non-consummated transactions do not exceed $1,000,000 in the aggregate for any Measuring Period 
 	
  
     
  	
  __________
 



  

Exhibit 4.2(k)(ii)-Section 1









	
  
     
  	
  any charges resulting from the strategic realignment   announced by the Borrower in February 2005 as long as and only to the extent   that such charges do not   exceed $19,000,000 in the aggregate 
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  EBITDA
 	
  $
 	
  __________
 



  

Exhibit 4.2(k)(ii)-Section 1











INTEREST EXPENSE
 (Section 2)

	
   
  	
  Interest expense (whether cash or non-cash) deducted   in the determination of Consolidated Net   Income for the Measuring Period, including interest expense with respect to   any funded debt (calculated as if any and all repurchases, redemptions,   prepayments, defeasances or other acquisitions for value of all or any   portion of the outstanding Senior Secured   Notes or Senior Subordinated Notes and all Revolving Credit Advances used to   fund such repurchases, redemptions, prepayments, defeasances or other   acquisitions for value had been made on the first day of the Measuring   Period) and interest expense that   has been capitalized
 	
  $
 	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  Less:
 	
  payment   received by Borrower or any of its Subsidiaries with respect to interest rate   swap, cap or collar agreement or other similar agreement or arrangement   designed to alter the risks of Borrower arising from fluctuations in interest rates during the   Measuring Period
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  interest income determined in accordance with GAAP
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  amortization of deferred financing costs, debt   issuance costs and other fees or discounts associated with any funded debt during the   Measuring Period
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  interest paid in kind and included in interest expense   above
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  imputed or accrued interest on deferred compensation   arrangements not paid in cash
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     Plus:
  	
  payments made by Borrower or   any of its Subsidiaries) with respect to interest rate swap, cap or collar   agreement or other similar agreement or arrangement designed to alter the   risks of Borrower arising from fluctuations in interest rates during the Measuring Period
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  imputed or accrued interest on deferred compensation   arrangements paid in cash
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  Interest   Expense
 	
  $
 	
  __________
 






  Exhibit 4.2(k)(ii)-Section 2









INTEREST COVERAGE RATIO

(Section 3)

	
  
     
  	
  Interest   Coverage Ratio is defined as follows:
 	
  
     
  	
  
     
  
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
   
  	
  Interest Expense (calculated in Section 2 of this   Exhibit)
 	
  $
 	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  EBITDA (calculated in Section 1 of this Exhibit)
 	
  
     
  	
  __________
 
	
  
     
  	
  
     
  	
  
     
  	
  
     
  
	
  
     
  	
  Interest Coverage Ratio (EBITDA, divided by Interest Expense)
 	
   
 	
  __________
 






  Exhibit 4.2(k)(ii)-Section 3









ANNEX B (from Annex A - Commitments definition) 

to

CREDIT AGREEMENT

PRO RATA SHARES AND COMMITMENT AMOUNTS


	
  Commitments
  	
   
 	
  
Lender(s)
  	
   
 	
  
Pro Rata Share
  	
   
 
	


  




  	
   
 	


  




  	
   
 	


  




  	
   
 
	
  Revolving Loan Commitment (including a Swing Line   Commitment of $10,000,000):
 $83,333,333
 	
  
     
  	
  General Electric Capital Corporation
 	
  
     
  	
  83.333333333
 	
  %
 
	
  Revolving Loan Commitment:
$16,666,667
 	
   
  	
  UBS AG, Stamford Branch
 	
   
  	
  16.666666667
 	
  %