Exhibit 10.1


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


This AMENDMENT NO.
1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October
27, 2004 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 Requisite 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                                          Definitions. 
As used in this Amendment,


 


“Effective Date
(Note Repurchases)” has the meaning ascribed to it in Section 6 of
this Amendment.


 


“Effective Date
(Woolite Sale)” has the meaning ascribed to it in Section 7 of this
Amendment.


 


2                                          Amendments (Note
Repurchases).  From and after the Effective Date (Note
Repurchases), the Credit Agreement is hereby amended as follows:


 


(a)                                  Section 3.5 of the Credit Agreement is amended
by deleting the word “and” at the end of clause (c) thereof, by
replacing the period at the end of clause (d) thereof with the phrase “;
and”, and by adding a new clause (e) thereto, which shall read in its
entirety as follows:


 


“(e)                            the
Credit Parties may make Permitted Note Repurchases.”


 


(b)                                 Section 3.18 of the Credit Agreement is amended
and restated to read in its entirety as follows:


 





















 


“3.18                     Prepayments
of Other Indebtedness.  No Credit
Party shall, directly or indirectly, voluntarily purchase, redeem, defease or
prepay any principal of, premium, if any, interest or other amount payable in
respect of any Indebtedness, other than (i) the Obligations,
(ii) intercompany Indebtedness reflecting amounts owing to Borrower or any
Guarantor, and (iii) Indebtedness incurred under or pursuant to one or
more Senior Secured Note Documents or Senior Subordinated Note Documents by
making Permitted Note Repurchases.”


 


(c)                                  Section 5.11(b) of the Credit Agreement is amended
by amending and restating the first sentence thereof to read in its entirety as
follows:


 


“Borrower shall utilize the proceeds of the Loans
solely for the Refinancing (and to pay any related transaction expenses), for
Permitted Note Repurchases  and for the
financing of Borrower’s and its Subsidiaries’ ordinary working capital and
general corporate needs.”


 


3                                          Amendments
to Annex A to the Credit Agreement (Note Repurchases). 
From and after the Effective Date (Note Repurchases), Annex A to the Credit Agreement is
hereby amended by adding the following definition to Annex A to the
Credit Agreement in its appropriate alphabetical order:


 


“Permitted Note Repurchases” means one or more
repurchases, redemptions, prepayments, defeasances or other acquisitions for
value of all or any portion of the outstanding Senior Secured Notes or Senior
Subordinated Notes  (including,
without limitation, in each case, payment of any premium, interest and expenses
in connection therewith) (each, a “Note
Repurchase” and collectively, the “Note Repurchases”) as long
as Borrower shall have delivered to Agent (i) at least five (5) days but
not more than ninety (90) days prior to such Note Repurchase, projections, in
form and substance reasonably satisfactory to Agent and taking into account all
such Note Repurchases and related borrowings under this Agreement made or to be
made during the 90-day period commencing on the date of the delivery of such
projections, which demonstrate that Borrowing Availability shall be at least
$15,000,000 at all times during the 12-month period commencing on the date of
the delivery of such projections and (ii) on or prior to the date of each
such Note Repurchase, an officer’s certificate certifying that no Default or
Event of Default exists at the time of each such Note Repurchase (or would
occur as a result thereof).


 


4                                          Amendments (Woolite
Sale).  From and after the Effective Date (Woolite
Sale), the Credit Agreement is hereby amended as follows:


 


2





















 


(a)                                  Section 1.5(b) of the Credit Agreement is amended
by adding at the end thereof the following sentence:


 


“Notwithstanding the
foregoing, this Section 1.5(b) shall not apply to the proceeds of the
Woolite Sale.”


 


(b)                                 Section 2.2(b) of the Credit Agreement is amended
by adding at the end thereof the following sentence:


 


“Notwithstanding the
foregoing, this Section 2.2(b) shall not apply to any insurance proceeds
required to be paid to the Buyer (as defined in the Woolite Asset Purchase
Agreement) pursuant to Section 5.14 of the Woolite Asset Purchase Agreement.”


 


(c)                                  Section 3.2(b) of the Credit Agreement is amended
and restated to read in its entirety as follows:


 


“(b)                           No
Negative Pledges.  The Credit Parties
shall not and shall not cause or permit their Subsidiaries to directly or
indirectly enter into or assume any agreement (other than the Loan Documents
and other than as provided in (x) the Senior Subordinated Note Documents and
Senior Secured Note Documents, each as in effect on the Closing Date, (y) any
purchase money mortgages evidencing purchase money Liens or Capital Leases
permitted hereunder (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby) and (z) Section 5.1(c) of
the Woolite Asset Purchase Agreement) prohibiting the creation or assumption of
any Lien upon its properties or assets, whether now owned or hereafter
acquired.”


 


(d)                                 Section 3.4 of the Credit Agreement is amended
by deleting the word “and” at the end of clause (h) thereof, by
replacing the phrase “clauses (a) through (g)” with the
phrase “clauses (a) through (i)” in clause (i)
thereof and by relettering such clause (i) as clause (j) thereof,
and by adding at the end of clause (h) thereof a new clause (i),
which shall read in its entirety as follows:


 


“(i) indemnification
obligations of Borrower and Playtex
Manufacturing, Inc., a Delaware corporation, arising pursuant to Section
5.11 of the Woolite Asset Purchase Agreement, 
obligations of Borrower and Playtex Manufacturing, Inc. arising pursuant
to the Transition Agreement contemplated by Section 5.10 of the Woolite
Asset Purchase Agreement and payment of any purchase price adjustment pursuant
to Section 2.2 of the Woolite Asset Purchase Agreement; and”


 


(e)                                  Section 3.7 of the Credit Agreement is amended
deleting the word “and” at the end of clause (d) thereof, by replacing
the period at the end of clause (e) thereof


 


3





















 


with the phrase “, and” and by adding new clause (f)
thereto, which shall read in its entirety as follows:


 


“(f)                              the
Woolite Sale.”


 


(f)                                    Section 3.18 of the Credit Agreement is amended
and restated to read in its entirety as follows:


 


“3.18                     Prepayments
of Other Indebtedness.  No Credit
Party shall, directly or indirectly, voluntarily purchase, redeem, defease or
prepay any principal of, premium, if any, interest or other amount payable in
respect of any Indebtedness, other than (i) the Obligations,
(ii) intercompany Indebtedness reflecting amounts owing to Borrower or any
Guarantor, (iii) at any time following the consummation of the Woolite
Sale,  Indebtedness (including, without
limitation, payment of any premium, interest and expenses in connection
therewith) incurred under or pursuant to one or more Senior Secured Note
Documents or Senior Subordinated Note Documents to the extent each repurchase,
redemption, defeasance or prepayment with respect to such Indebtedness is consummated
solely with the proceeds of the Woolite Sale, and (iv) Indebtedness
incurred under or pursuant to one or more Senior Secured Note Documents or
Senior Subordinated Note Documents by making Permitted Note Repurchases.”


 


(g)                                 Section 3.19 of the Credit Agreement is amended
by deleting clauses (ii) and (iii) thereof and by relettering clause
(iv) thereof as clause (ii) thereof.


 


5                                          Amendments
to Annex A to the Credit Agreement (Woolite Sale). 
From and after the Effective Date (Woolite Sale), 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:


 


“Amendment No. 1 Date” means October 27, 2004.


 


“Woolite Asset Purchase Agreement” means that
certain Asset Purchase Agreement, dated as of September 27, 2004, by and
among Borrower, as seller, Playtex
Manufacturing, Inc., a Delaware corporation,  as
seller, and Bissell Inc., a Michigan corporation (“Bissell”), as
buyer, pursuant to which Borrower and Playtex Manufacturing, Inc. have agreed
to sell to Bissell, and Bissell has agreed to purchase from Borrower and
Playtex Manufacturing, Inc., the Brand Assets (as defined therein), as the same
is in effect on the Amendment No. 1 Date or as may be amended, supplemented or
modified from time to time with the prior written consent of the Agent; provided,
however, the dates


 


4





















 


referenced in Section 9.2(a) thereof may be
extended without the consent of the Agent or any Lender.


 


“Woolite Sale” means the sale of the Brand
Assets (as defined in the Woolite Asset Purchase Agreement) pursuant to and in
accordance with the Woolite Asset Purchase Agreement.


 


6                                          Conditions
to Effectiveness (Note Repurchases).  The
amendments set forth in Sections 2 and 3 of this Amendment
shall be effective on the date (the “Effective Date (Note Repurchases)”
on which this Amendment shall have been duly executed and delivered by the
Borrower, each other Credit Party party hereto, Agent and the Requisite
Lenders.


 


7                                          Conditions
to Effectiveness (Woolite Sale).  The
amendments set forth in Sections 4 and 5 of this Amendment shall
be effective on the date (the “Effective Date (Woolite Sale)” on which
all of the following conditions precedent are satisfied:


 


(a)                                  the Effective Date (Note
Repurchases) shall have occurred;


 


(b)                                 all necessary consents, approvals
and releases with respect to the Woolite Sale (other than the applicable
amendments by the Agent and the Requisite Lenders hereunder) have been
obtained;


 


(c)                                  Agent shall have received a
certificate of an authorized officer of the Borrower to the effect that
attached thereto are true, correct and complete copies of each of the Woolite
Asset Purchase Agreement, together with all annexes, attachments, exhibits and
schedules attached thereto, and all documents delivered pursuant to Senior
Secured Note Indenture and Senior Subordinated Note Indenture (including board
resolutions pursuant to Section 4.10 thereof) in connection with the Woolite
Sale;


 


(d)                                 Agent shall have received a
certificate of an authorized officer of the Borrower pursuant to Section
8.2(i)(i) of the Credit Agreement certifying to Agent that Woolite Sale is
made in compliance with the provisions of the Credit Agreement (after giving
effect to this Amendment) and that Agent may rely in good faith conclusively on
any such certificate, without further inquiry; and


 


(e)                                  the Woolite Sale shall have been
consummated in accordance with the terms of the Woolite Asset Purchase
Agreement.


 


8                                          Release
of Liens on the Brand Assets.  On the
Effective Date (Woolite Sale), all liens on and security interests in the Brand
Assets (as defined in the Woolite Asset Purchase Agreement) shall automatically
be released and terminated. 
Notwithstanding the foregoing, all liens on and security interest in
(i) any and all proceeds of the sale of the Brand Assets pursuant to the
Woolite Asset Purchase Agreement and (ii) the Excluded Assets (as defined
in the Woolite Asset Purchase Agreement) are not hereby released but are specifically
retained by Agent.  On the Effective Date
(Woolite Sale), the Agent, on behalf of the Lenders, will deliver to the
Borrower, at the sole cost and expense of the Borrower, UCC partial release
statements prepared by the Borrower, duly executed by the Agent where required
and in form suitable for filing in all required jurisdictions evidencing the
release and termination of all Liens in favor of the Agent in


 


5





















 


respect of the Brand Assets. 
Agent, on behalf of the Lenders, further agrees to deliver to Borrower
promptly after the Effective Date (Woolite Sale), at the Borrower’s sole cost
and expense, such other releases or termination statements as the Borrower may
reasonably request and prepare to reflect the release by the Agent of any and
all Liens in favor of the Agent on the Brand Assets.


 


9                                          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.


 


10                                    Miscellaneous.


 


10.1                           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


 


6





















 


provision of the Credit 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
Requisite 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.


 


10.2                           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.


 


10.3                           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.


 


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


 


10.5                           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).


 


10.6                           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.


 


10.7                           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/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLAYTEX
  SALES & SERVICES, INC., a

  Delaware corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLAYTEX MANUFACTURING, INC., a

  Delaware corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLAYTEX INVESTMENT CORP., a

  Delaware corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLAYTEX INTERNATIONAL CORP., a

  Delaware corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
					



 


 


[Signature Page to Amendment No. 1 to Credit Agreement]


 





















 


	
   

  	
  TH MARKETING CORP., a Delaware

  corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMILE-TOTE,
  INC., a California

  corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUN PHARMACEUTICALS CORP., a

  Delaware corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PERSONAL CARE GROUP, INC., a

  Delaware corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PERSONAL CARE HOLDINGS, INC., a

  Delaware corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAREWELL INDUSTRIES, INC., a New

  York corporation, as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GLENN A. FORBES

  	
   

  
	
   

  	
  Name:

  	
  Glenn A. Forbes

  	
   

  
	
   

  	
  Title:

  	
  EVP

  	
   

  
						



 





















 


	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as
  Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  /S/ JOSEPH WALKER

  	
   

  
	
   

  	
  Its Duly Authorized
  Signatory

  



 





















 


	
   

  	
  UBS AG, STAMFORD BRANCH, as a

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: