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Home My WebLink About01-3628 THIS SPACE FOR USE OF FILING OFFICER I FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY PLEASE RETURN TO: --'I c.'~ ,'; CT Corporation System ' ... . :: EY '''' '""' ' 1350 Treat Blvd. Suite 100 .;~: :~ :.: Walnut{800)Creek'874-8820CA 94596-2133 ~ ~ 8 3 S 6 9 ' ~' '~'/~"~f''~ - "-'----F ~ - ~ '°~ :~ ,OPTIONALDE$16~TION,iIa.iiaa.]-[ESSO.ESSEE' ~ON$1aNOR~.ON$1aNE~ :.O..UCCEiLiNS[(~-I' I~O(~l~--~' E[aytex Sa[es & Services, ~nc, OR lb INDIVIDUAL'S LAST NAME "FIRST NAIITE-' I MIDDLE NAME SUFFIX 300 Nyala Farms Road JWestport C? .06880 Id S.S ORT~XI.D # O~I~I-~NAL 'T~.-I~/PE O~' =NH~Y ....... If. EI~TI'FY'S ~TATE ~g ENTITY'S-ORGANIZ.~TIONAL I.D#.irany 53.--0369908 ADO'NE INFO RE I~R COUN'I~y OF ENTITYDEBTORiCorporation iORGAN~ZATION Delaware , 2509869 NONE 2. ADDITIONAL u=u ~ ~JR'S EXACT FULL LEG=M. NAME - inseil only m~e ~ebt~ name (2a ~- 2b) I 2a. ENTI~"S~rAME- ..... - - OR 2b. INDIVIDUAL'S LAST NA~E ............ 3a ENTI'r?'$ NAME ....................... Credit Suisse First Boston, as the Administrative Agent I ' Eleven Madison Avenue New York NY 110010-3629 See Exhibit A for the Collateral Description attached hereto and hereby incorporated by this reference. Filed in Cumberland County, PA ADDITIONAL FEE ] Iom,on~} i i~m~I ~mr~ i~or2 UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I SECURED PARTY: Cmtit Suisse First Boston as the Administrative Agent Eleven Madison Avenue cD ,-- c--.. New York, NY I0010-3629 c7 --. ,,~ T~ . ..~ : EXHIBIT A ~ ' -- DESCRIPTION OF COLLATERAL - ' ' All of the Debtor's right, 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 ail such equipment, parts and accessions being the "Equipment"); (b) ail 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 furnished under contracts of service or :so leased or furnished, (ii) ail raw materials, 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 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, letter-of- credit rights and other rights and obligations of any kind owned by or owing to the Debtor and ail rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, conmict rights, chattel paper, documents, instruments, letter-of-credit rights or other rights and obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights 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) ail amounts on deposit from time to time in such deposit accounts and (ii) ail interest, cash, instruments, securities and other property from time to time received, LA3196~467 I . · ~s~ Boston ~e~ ~o~ ?e~u ~-_u ~.c~%xe~ ~ - -~ o~c~ - ~°u~'--e~o~U ~che6ule lLelu;_.~c~nftn~': .~.bookSO~ · _.~ls, opu-,~ o~n p~s~'. buS~Cs~_ thc 6~~ ~ thereOf ~u Y::-i~ dist~bu~ -:&cd, [~t n ~e~bcts u~ -~:.,cd, ~ece - --~ P/e~c° - -"cd to~'~' _.~,. O~ It~ ~ _v ~ Ol ~ ~n~tt°~' ~ _~VisiOn O~ "~ -- Of stOC~ ~ tO but ~ ,. . :_aebtcdness .... t~c u,~- ...~mcs, Itt) thai iS, O~ ~'~_..~;ch Dcbto~ ~ :~-d on ScheUu .mod there;.-' · "~ nbliaOr OX m~: aness ~,u~.[~ the [udeble--q inct~mn~..~t Secu6W ~':~;d~Cing i~cntS c- UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-! SECURED PARTY: Credit Suisse First Boston as the Administrative Agent Eleven Madison Avenue ~ c2 0 New York, NY 10010-3629 EXHIBIT A c.;~ · r ~ " :;'~' -~z · all interest, cash, instruments and other property or procet~is 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 terra 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, logos, indicia, tradenaraes, 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 applications specifically identified in Schedule I(0(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 Schedule 1 (0(i) to the SecLu-ity 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 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(0(ii) to the Security Agreement, as the same may be amended pursuant thereto from time to time), all rights corresponding LA3:968467 3 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 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 sol~vare, 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 1 (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 ofthe Debtor), or acquired by thc Debtor, in whole or in part, and 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 work~ protectable LA3'96~67 4 UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-1 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 f~om 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 Ag~ement, 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 individtmlly 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 ~bereunder 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, soi~vare 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 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 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 "proeeeds" 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 contrary, 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 party 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 thereat~er 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 herei~ 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; ~rovided that ~mmediately 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 repurehased, 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 oftha 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 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 h ,. "~": Title I 1 of the United States Code entitled ereaner ip.e. ltect, or an successor s "Bankruptcy". as now and · ~ ..... L .... tatute. unincorporated association, joint venture ....... ~--.-.~ LA3:968467 GOvernmental Authority or other entity of whatever 7 UNIFORM COMMERCIAL CODE FINANCING STATEMENT - FORM UCC-I SECURED PARTY: Cl~lit Suisse First Boston as the Administrative Agent Eleven Madison Avenue New York, NY 10010-3629 EXHIBIT A "~": Playtex Products, Inc. and Playtex ,a JR LLC. "Receivables Facility": any on or off-balance sheet receivables purchase and/ol financing facility pursuant to which Playtex Products, Inc. and its Subsidiaries sell or contribute :ceivables to the Receivables Subsidiary. "R~eceivables Purchs~ and Contribution Agi-eema, l": the Receivables Purchas and Contribution Agreement, dated as of May 22, 2001, by and among Playtex Products, In~ :. and Playtex A/R LLC ("Playtex Funding"). "_Receivables Subsidiary": a direct or indirect wholly-owned, special purpose ba ~o'uptcy remote Subsidiary of Playtex Products, Inc. formed for the purpose of purchasing receiv tbles from Playtex Products, Inc. and its Subsidiaries pursuant to the Receivables Facility. "~": the Security Agreement dated as of May 22, 2001 and ex ;cuted and delivered by Playtex Products, Inc. and certain of its Subsidiaries, as the same may be an ~ended, supplemented or otherwise modified from time to time. "~": 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 ov~ership interests I:.avi~ sc.ch p~w,er only by re,§on cf the hap~.~mng ora contingency~ to. elect a majority of the board · ' ' ' of threctors or other managers of such corporation, partnership 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 Subsidiary or Subsidiaries of Playtex Products, Inc. a "~": the Guarantee to be mede by the Domestic Subsidiaries, other than the ' - · Receivables Subs~dmry, as the same may be amended, from time to time. supplemented or otherwise modified LA3.968467 8