"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: