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Home My WebLink About01-3627 THIS SPACE FOR USE OF FILtNG OFFICE;R FINANCING STATEMENT - FOLLOW tNSTRUCTIONS CAREFULLY FL'ff Ji 'fffff TO: '"' CT Corporation System ...~.. r,.,.. Attn: John Ryan , Walnut Creek, CA 94596-2133 300 Nyala Farms Road ~Westport · C'i' 06880 22-3428291 ,SN~ O~S~O~ Corporat · on o~z~o. Delaware 26001~3 .ON~ ,Credit Suisse First Boston, as the A~inistrative Agent ~ ~ILI~ A~ - ' ~CI~ STATE COUNTRY ~STAL CODE Eleve~ Nadison Avenue ,New ~o~k NY 10010-3629 See gxhlbit A fo~ ~he Collate=al Description attached he[e:o and hereby ~nco~p,:.rated Filed in Cumberland County, PA (1) FILING OFFICER ~PY - ~TION~ FI~ClNG STATEMENT (FORM U~l )~NS)(REV THIS SPACE FOR USE OF FILING OFFICE'R FINANCING STATEMENT FOLLOW INSTRUCTIONS CAREFULLY ;' ..... CT Corporation System Attn: John Ryan Walnut Creek, CA 94596-2133 ....- .... ~ ~, ..... ic~ %c ~AILINGA~S ,lWestpor~_ · C'Z' ' 06880 IOR ~UN~Y OF ~ 2 6 0017 3 NONE 22-342829[ ~EHTi~ DE~oR,COEpO~at 2C. MAILING A~ESS I .C~ed~t S~sse Figst ~oston, as ~he A~[nlstgative Agent See Exh~b[[ ~ ~o~ ~he Co[[a[e~a[ Desc~[[on al[ached hereto and he=eby ~nco;po~a~ 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 bas or hereai~er acquires an interest and wherever thc 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, pans and accessions being the "Equipment"); (h) all inventory in all of its forms, including but not limited to (i) all goods held by thc Debtor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw ma~fials, 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 thc Debtor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which arc rentmed 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, docume;~.~, warehe,,.~e receipt~, dock receipts and bill: of !ading) issued by any Person covering any Inventory (any such negotiable document of title being a "Negotiable Document of Title"); (c) all accounts, contract rights, chattel paper, documents, instruments, Icttcr-of- credit fights and other rights and obligations of any kind owned by or owing to the Debtor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract fights, chaRel paper, documents, instruments, letter-of-credit fights or other rights and obligations (any and all such accounts, contract rights, chattel paper, documents, instalments, letter-of-credit rights and other rights and obligations being the "Acconnt~", 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 ~o 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-! 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 Aecounts"); (e) the "Securities Collateral", which term means: (i) the shares ofstock, partnership interests, interests in joint ventures, limited liability company interests and all other equity interests in a Person that 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, including 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 entries on the books of any securities intermediary per~ining 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, partners. 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 such Pledged Shares is a comrolled foreign corporation (used bereinaf~er 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 all dividends, cash, warrants, rights, 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 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 Subsidiary 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 obligors named therein, and the instruments evidencing such indebtedness (the "Pledged Debt"), and LA3:968467 2 ' UNWORIV{ 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 thc Debtor; (f) the ,,Intellectual Property Collateral", which term means: (i) all fights, title and interest (including rights acquired pursuant to.a in and to all United States trademarks, service license or otherwise) · marks, designs, Iogns, indicia, tradenames, trade dress, corporate names, company names, business names, fictitious business names, trade styles and/or other source and/or business identitlers and applications pertaining thereto, owned by the Debtor, or hereafter adopted and used, in its business (including, without limitation, the registrations and applications specifically identifted in Schedule l(f)(i) to the Security Agreement, as the same may be amended pursuant thereto from time to time) (collectively, the ,,Trademarks"), all registrations that have been or may hereafter be issued or applied for thereon in the United States (including, without limitation, the registrations and applications specifically identified in Schedulc I(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 Rights"), and all goodwill of the Debtor's business symbolized by the Trademarks and · -ed therewith (the -Assoctated Goodwd ), asSOClaI (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 1 (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 the Administrative Agent Eleven Madison Avenue New York, NY 10010-3629 EXHIBIT A thereto (including, without limitation, the right, exercisable only upon the occurrence and during the continuation of an Event of Default, to sue for past, present and future infringements in the name of the 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 rights, title and interest (including fights 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 sofl~vare. layouts, trade dress, drawings, designs, writings, and formulas owned by the Debtor (including, without limitation, the works listed on Schedule l(f)(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(f)(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 of the Debtor). or acquired by the Debtor, in whole or in part, end all 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 protectable LA3:968467 4 UNI.FORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I SECURED PARTY: Credit Snisse 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 pursumtt 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, choxes 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 con.in information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and ([) 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 thereo0, or LA3:g68467 ~ UNI. FORM 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 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 Uproeeeds" includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary. Notwithstanding anything herein to the conm~ry, in no event shall the Collateral include, and the Debtor shall not be deemed to have granted a security interest in (i) any of Debtor's rights or interests in any license, contract or agreement to which the Debtor is a par~ or any of its 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 thereafer 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 include, and any security interest arising hereunder shall be released in, from and after the sale or transfer of any Transferred Receivable and Related Security (as such terms are defined in the Receivables Purchase and Contribution Agreement as in effect on the date of the Security Agreement) by the Debtor to Playtex Funding pursuant to the Receivables Facility, any such Transferred Receivables, any Related Security and any proceeds of the foregoing; provided 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 Articles 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 or as it may hereafter be amended it being the intention of the Debtors that the description of the Collateral set forth above be construed to include the broadest possible range of assets, except for assets expressly excluded as set forth above. LA3:968467 6 UNI..VORI~ COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I SECURED PARTY: Credit Snisse First Boston as the Administrative Agent Eleven Madison Avenue New York, NY 10010-3629 EXHIBIT A Certain Other Defined Terms "Bankruptcy Code": 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 Authofit_~': any nation or government, any state or other political subdivision thereof anc~ any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Guarantee": refers to the Holdings Guarantee, if applicable, or the Subsidiary Guarantee. The Holdings Ouarantee and the Subsidiary Guarantee are collectively referred to as the "Guarantees". "Holdings": a company that may be formed by Playtex Products, [nc. after the date of the Security Agreement to hold 100% of Playtex Products, lnc.'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 Rjg!_~9_tg_anization": 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, pannership, corporation, business trust, .joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. LA3:968467 7 UN~ORI~I 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 ,,~": Playtex Products, Inc. and Playtex A/R LLC. · 'Receivables~': 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"). "Receivables $~": a direct or indirect wholly-owned, special purpose bankruptcy remote Subsidiary of Playtex Products, Inc. formed for the purpose of purchasing receivables from Playtex Products, Inc. and its Subsidiaries pursuant to the Receivables Facility. ,,~ement": 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. "Subsidlarsz": 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 ownership 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, parmership 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 Exh!bit A shall refer to a Subsidiary or Subsidiaries of Playtex Products, Inc. · ,~Guarantee": the Guarantee 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. 8 LA3:96~467