HomeMy WebLinkAbout01-3626 THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT - FOLLOW INSTRUCTION$ CAREFULLY
PLEASE RETURN T0 '~'~:'" -
CT Corporation System ~[! ,.x
A~n: John Ryan -:- ,'.
1350 Treat glvd, Suite 100 :"" ~
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Walnut Creek, CA 94596-2133 ~. ~l ~:;[; :~.. :..:
¢oo) 874-8820 4 4 8 3 6 6 0 - Y~ ,- ~ ~ ,:~
~laytex ~anu~acturin~, Inc.
~,3{ I-lyala Farms Road ~Westport ' CT 06880
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oR~Credit351NO~WO~-Suisse First Boston, as the A~inistrative __Agent_
Eleven Madison Avenue ~New York ]NY ~ 10010-3629
See Exhibit A for the Collateral Description attached hereto and hereby incorporated Dy
Filed in Cumberland County, PA
°'"=~u'"cu='~""'u"=°Plavtex Manufacturing. Inc. I".[
UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as the Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXHIBIT A
DESCRIPTION OF COLLATERAL
All of the Debtor's fight, title and interest in and to the following, in each case
whether now or hereafter existing, whether tangible or intangible, or in which the Debtor now has
or hereafter acquires an interest and wherever the same may be located (the "Collateral"):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto
(any and all such equipment, parts and accessions being the "Equipment");
(b) all inventory in all of its forms, including but not limited to (i) all goods held
by the Debtor for sale or lease or to be fumisbed under contracts of service or
so leased or furnished, (ii) all raw matefials, work in process, finished goods,
and materials used or consumed in the manufacture, packing, shipping.
advertising, selling, leasing, furnishing or production of such inventory or
otherwise used or consumed in the Debtor's business, (iii) all goods in which
the Debtor has an interest in mass or a joint or other interest or right of any
kind, and (iv) all goods which are returned to or repossessed by the Debtor
and all accessions thereto and products thereof (collectively the "Inventory")
and all negotiable and non-negotiable documents of title (including, without
limitation, documents, warehouse receipts, dock receipts and bills of lading)
issued by s,-~y Person coveting ax-,;,' Inventory (an)' ~uch negotiable document
of title being a "Negotiable Document of Title");
(c) all accounts, contract rights, chattel paper, documents, instntments, letter-of-
credit fights and other fights and obligations of any kind owned by or owing
to the Debtor and all fights in, to and under all security agreements, leases
and other contracts securing or otherwise relating to any such accounts,
contract fights, chattel paper, documents, instruments, letter-of-credit rights
or other fights and obligations (any and all such accounts, contract rights,
chattel paper, documents, instruments, letter-of-credit rights and other fights
and obligations being the "Accounts", and any and all such security
agreements, leases and other contracts being the "Related Contracts"):
(d) all deposit accounts, including the restricted deposit account established and
maintained by Secured Party pursuant to Section 12 of the Security
Agreement (the "Collateral Account"). together with (i) all amounts on
deposit from time to time in such deposit accounts and (ii) all interest, cash,
instruments, securities and other property from time to time received.
LA3:968467 I
UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as the Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXHIBIT A
receivable or otherwise distributed in respect of or in exchange for any or all
of the foregoing ("Deposit Accounts");
(e) the "Securities Collateral", which term means:
(i) the shares of stock, partnership interests, interests in joint ventures,
limited liability company interests and all other equity interests in a
Person tha! is, or becomes, a direct Subsidiary of the Debtor,
including all securities convertible into, and rights, warrants, options
and other rights to purchase or otherwise acquire, any of the foregoing
now or hereafter owned by the Debtor, incinding those owned on the
date of and described on Schedule l(e)(i) to the Security Agreement,
and the certificates or other instruments representing any of the
foregoing and any interest of the Debtor in the enlries on the books of
any securities intermediary pertaining thereto (the "Pledged
Shares"), and all dividends, distributions, returns of capital, cash,
warrants, option, rights, instruments, rights to vote or manage the
business of such Person pursuant to organizational documents
governing the rights and obligations of the stockholders, pa~ners,
members or other'owners thereof and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of
or in exchange for'any or all of such Pledged Shares; provided, that if
the issuer of any of sueh Pledged Shares is a controlled foreign
corporation (used hereinafter as such term is defined in Section 975(a)
or a successor provision of the Internal Revenue Code), the Pledged
Shares shall not include any shares of stock of such issuer in excess of
the number of shares of such issuer possessing up to but not
exceeding 65% of the voting power of all classes of capital stock
entitled to vote of such issuer, and ali dividends, cash, warrants,
rights, instruments and other proper~y or proceeds from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all of such Pledged Shares;
(ii) the indebtedness from time to time owed to the Debtor by any obligor
that is, or becomes, a direct or indirect Subsidiaoj of the Debtor, or by
any obligor of which Debtor is a direct or indirect subsidiary,
including the indebtedness described on Schedule 1 (e)(ii) to the
Security Agreement and issued by the ol:ligors named therein, and the
instruments evidencing such indebtedness (the "Pledged Debt"), and
LA.~:968467 2
UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as the Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXHIBIT A
all interest, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the Pledged Debt; and
(iii) all other investment property of the Debtor;
(f) the "intellectual Property Collateral", which term means:
(i) all rights, title and interest (including rights acquired pursuant to a
license or otherwise) in and to all United States trademarks, service
marks, designs, Iogos, indicia, tradenames, trade dress, corporate
names, company names, business names, fictitious business names,
trade styles and/or other source and/or business identifiers and
applications pertaining thereto, owned by the Debtor, or hereafter
adopted and used, in its business (including, without limitation, the
registrations and api..lications specifically identified in Sc|-.edule
l(f)(i) to the Security Agreement, as the same may be amended
pursuant thereto from time to time) (collectively, the
-Trodemark~"), all registrations that have been or may hereafter be
issued or applied for thereon in the United States (including, without
lim~.tation, the registrations and applications specifically identified in
Schedule l(f)(i) to the Security Agreement, as the same may be
amended pursuant thereto from time to time) (the "Trademark
Registrations"), all common law and other rights in and to the
Trademarks in the United States (the ~'Trademark Right~"), and all
goodwill of the Debtor's business symbolized by the Trademarks and
associated therewith (the "Associated Goodwill");
(ii) all rights, title and interest (including rights acquired pursuant to a
license or otherwise) in and to all United States patents and patent
applications and rights and interests in patents and patent applications
under any United States law that are presently, or in the future may
be, owned or held by the Debtor and all patents and patent
applications and rights, title and interests in patents and patent
applications under any United States law that are presently, or in the
future may be, owned by the Debtor in whole or in part (including,
without limitation, the patents and patent applications listed in
Schedule l(f)(ii) to the Security Agreement, as the same may be
amended pursuant thereto from time to time), all rights corresponding
3
LA3:968467
UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as thc Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXItlBIT A
thereto (including, without limitation, the fight, exemisable only upon
the occurrence and during the continuation of an Event of Default. to
sue for past. present and future infringements in the name nfthe
Debtor or in the name of Secured Party or Lenders), and all re-issues.
divisions, continuations, renewals, extensions and continuations-in-
part thereof(all of the foregoing being collectively referred to as the
"Patents"); and
(iii) all fights, title and interest (including rights acquired pursuant to a
license or otherwise) under copyright in various published and
unpublished works of authorship including, without limitation,
computer programs, computer data bases, other computer software,
layouts, trade dress, drawings, designs, writings, and formulas owned
by the Debtor (including, without limitation, the works listed on
Schedule l(0(iii) to the Security Agreement. as the same may be
amended pursuant thereto from time to time) (collectively, the
"Copyrights"), all copyright registrations issued to the Debtor and
applications for copyright registration that have been or may hereafter
be issued or applied for thereon by the Debtor in the United States
(including, without limitation, the registrations listed on Schedule
l(0(iii) to the Security Agreement, as the same may be amended
pursuant thereto from time to time) (collectively, the "Copyright
Registrations"), all common law and other rights in and to the
Copyrights in the United States including all copyright licenses (but
with respect to such copyright licenses, only to the extent permitted
by such licensing arrangements) (the "Copyright Rights"),
including, without limitation, each of the Copyrights, rights, titles and
interests in and to the Copyrights, all derivative works and other
works protectable by copyright, which are presently, or in the future
may be, owned, created (as a work for hire for the benefit of the
Debtor), authored (as a work for hire for the benefit oftbe Debtor), or
acquired by the Debtor, in whole or in part, and ali Copyright Rights
with respect thereto and all Copyright Registrations therefor,
heretofore or hereafter granted or applied for, and all renewals and
extensions thereof, including all proceeds thereof (such as, by way of
example and not by limitation, license royalties and proceeds of
infringement suits), the right to renew and extend such Copyright
Registrations and Copyright Rights and to register works proteetable
LA3.968467 4
UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as the Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXHIBIT A
by copyright and the right to sue for past, present and future
infringements of the Copyrights and Copyright Rights;
(g) all information used or useful or arising from the business including all
goodwill, trade secrets, trade secret rights, know-how, customer lists,
processes of production, ideas, confidential business information, techniques,
processes, formulas, and all other proprietary information;
(h) the agreements listed in Schedule l(h) to the Security Agreement, as each
such agreement may be amended, restated, supplemented or otherwise
modified from time to time (said agreements, as so amended, restated,
supplemented or otherwise modified, being referred to herein individually as
an ~Assigned Agreement" and collectively as the "Assigned Agreements"),
including, without limitation, (i) all rights of such Grantor to receive moneys
due or to become due under or pursuant to the Assigned Agreements. (ii) all
rights of such Grantor to receive proceeds of any insurance, indemnity.
warranty or Guarantee with respect to the Assigned Agreements, (iii) all
claims of such Grantor for damages arising out of any breach of or default
under the Assigned Agreements. and (iv) all rights of such Grantor to
terminate, amend, supplement, modify or exercise rights or options under the
Assigned Agreements, to perform thereunder and to compel performance and
otherwise exercise all remedies thereunder;
(i) to the extent not included in any other paragraph of this Exhibit A, all
general intangibles, including, without limitation, tax refunds, payment
intangibles, other rights to payment or performance, choses in action,
software and judgments taken on any rights or claims included in the
Collateral;
(j) all plant fixtures, business fixtures and other fixtures and storage and office
facilities, and all accessions thereto and products thereof;
(k) all books, records, ledger cards, files, correspondence, computer programs,
tapes, disks and related data processing software that at any time evidence or
contain information relating to any of the Collateral or are otherwise
necessary or helpful in the collection thereof or realization thereupon; and
(1) all proceeds, products, rents and profits of or from any and all of the
foregoing Collateral and, to the extent not otherwise included, all payments
under insurance (whether or not Secured Party is the loss payee thereof), or
LA.] :96~g67 5
UNIFORM COMMERCIAL CODE FINANCING STATEMENT -FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as the Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXHIBI~A
any indemnity, warranty or Guarantee, payable by reason of loss or damage
to or otherwise with respect to any of the foregoing Collateral. For purposes
of this Exhibit A, the term -proceeds" includes whatever is receivable or
received when Collateral or proceeds are sold, exchanged, collected or
otherwise disposed of, whether such disposition is voluntary or involumary.
Notwithstanding anything herein to the contrary, in no event shall the Collateral
Debtor shall not be deemed to have granted a security interest in (i) any of Debtor's
include, and the license, contract or agreement to which the Debtor is a party or any of its
rights or interests in any
rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the
terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or
constitute a default under any license, contract or agreement to which the Debtor is a party or is
bound (other than to the extent that any such term would be rendered ineffective pursuant to the
Uniform Commercial Code, as it exists on the date of the Security Agreement or as it may thereafter
be amended, in the State of New York (the "UCC") or any other applicable law (including the
Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness,
lapse or termination of any such provision, the Collateral shall include, and the Debtor shall be
deemed to have granted a security interest in, all such rights and interests as if such provision had
never been in effect, or (ii) any real property leasehold, unless the Debtor has executed a leasehold
mortgage or leasehold deed of trust covering such real property leasehold.
Notwithstanding anything herein to the contrary, in no event shall the Collateral
_- t arisin hereunder shall be released, m. from an~ ~_i~r~tih
· ' J- ~-a m," security interes g .... ,,__...~,,, las such terms are
'traca~su~';; of any Transferred Receivable and t~e,aten a,~;,u,,,, -
Receivables Purchase and Contribution Agreement as in effect on the date of the
Agreement) by the Debtor ~o Playtex Funding pursuant to the Receivables Facility, any such
Transferred Receivables, any Related Security and any proceeds of the foregoing; ~ that
immediately upon anY repurchase, return or other reacquisition by the Debtor of any such
Transferred Receivable, Related Security or proceeds thereof, the Collateral shall include, and the
Debtor shall be deemed to have granted a security interest in, all such repurchased, returned or
reacquired Transferred Receivables, Related Security and the proceeds thereof.
Each item of Collateral listed in this Exhibit A that is defined in Articlas 8 or 9 of the
UCC shall have the meaning set forth in the UCC, as it exists on the date of the Security Agreement
intention of the Debtors that the description of the
or as it may hereafter be'amended it being the broadest possible range of asse~s, exceln for
Collateral set forth above be construed to include the
assets expressly excluded as set forth above.
6
LA3:96$1~7
UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as the Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXHIBIT A
Certain Other Defined Terms
,,Bankru tcp_!!y._.~": Title 11 of the United States Code entitled "Bankruptcy", as now and
hereafter in effect, or any successor statute.
"Domestic Subsidiary": a Subsidiary of Playtex Products, Inc. which is incorporated in a
state of the United States or in the District of Columbia.
"Debtor": a party to the UCC-I.
"Governmental Authod_..~": any nation or government, any state or other political
subdivision thereof and any entity exemising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.
"Guarantee": refers to the Holdings Guarantee, if applicable, or the Subsidiary Guarantee.
lhe Holdings Guarantee and the Subsidiary Guarantee are collectively referred to as the
"(.~ uafantees'~.
"Holdings": a company that may be formed by Playtex Products, Inc. after the date of the
Security Agreement to hold 100% of Playtex Products, Inc.'s outstanding capital stock, and whose
shares of capital stock will be issued in exchange for, or result from the conversion of, the shares of
capital stock of Playtex Products, Inc.
· 'Holdings Guarantee": if the Holdings Reorganization occurs, the Guarantee to be executed
by Holdings upon the consummation of the Holdings Reorganization.
"Holdin s Relt~9.II~.ization": the merger or consolidation of Playtex Products, Inc. with a
Subsidiary or other entity pursuant to Section 351 of the Code (or any similar statute) for the
purpose and with the effect of causing Playtex Products, Inc. to become a wholly owned Subsidiary
of Holdings, with the shares of capital stock of Playtex Products, Inc. outstanding immediately
before the Holdings Reorganization to be converted into or exchanged for shares of capital stock of
Holdings.
"Lenders" the financial institutions who are parties to the Credit Agreement, dated as of
May 22, 2001, by and among Playtex Products, Inc., the several banks and other financial
institutions and Credit Suisse First Boston, as administrative agent.
· 'Person": an individual, partnership, corporation, business trust, joint stock company, trust,
unincorporated association, joint vemurc, Gowmmentai Authority or o~her entity of whatever
nature.
LA3:968467 7
UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I
SECURED PARTY: Credit Suisse First Boston
as the Administrative Agent
Eleven Madison Avenue
New York, NY 10010-3629
EXHIBIT A
"Pla~ex Funding": Playtex Products, Inc. and Playtex A/R LLC.
"Receivables Facility": any on or off-balance sheet receivables purchase and/or financing
facility pursuant to which Playtex Products, Inc. and its Subsidiaries sell or contribute receivables to
the Receivables Subsidiary.
"Receivables Purchase and Contribution Agreement": the Receivables Purchase and
Contribution Agreement, dated as of May 22, 2001, by and among Playtex Products, Inc. and
Playtex A/R LLC ("Playtex Funding").
· bReceivables Subsidiary": a direct or indirect wholly-owned, special purpose bankruptcy
remote Subsidiary of Playtex Products, Inc. formed for the propose of purchasing receivables from
Playtex Products, Inc. and its Subsidiaries pursuant to the Receivables Facility.
"Secur/ty A~reement": the Security Agreement dated as of May 22, 2001 and executed and
delivered by Playtex Products, Inc. and certain of its Subsidiaries. as the same may be amended,
supplemented or otherwise modified from time to time.
"Subsidiary": as to any Person, a corporation, partnership or other entity of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other
ovmership interests having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation, permership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Exhibit A shall refer to a Subsidiary or
Subsidiaries of Playtex Products, Inc.
"Subsidiary Guarantee": the (3uarantee to be made by the Domestic Subsidiaries, other than
the Receivables Subsidiary, as the same may be amended, supplemented or otherwise modified
from time to time.
LA3:968467 8