HomeMy WebLinkAbout01-3629 I ~B/v~ c,,. .... '." "-
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UNIFORM COMMERCIAL CODE FINANCING STATEMENT _ FORM UCC-I
SECURED PARTY: Credit Suisse First Boston ..
as the Administrative Agent
Eleven Madison Avenue t-~ c-..~
New York. NY I0010-3629 '~.~': '~
EXHIBIT A r- .'
DESCRIPTION OF COLLATERAL --~ r-; ...
All of the Debtor's right, title and interest in and to the following, in each case
whether now or hereafter existing, wbether 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 "Eqnipment,,)~
(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 furnished under contracts of service or
so leased or furnished, (ii) all raw materials, work in process, finished goods,
and materials used or consumed in the manufacture, packing, shipping,
advertising, selling, leasing, furnishing or production of. ·
otherwise used or co,, ..... a :_ .L .... , such Invento or
the Debtor has .~-,,-,~,~ m me ueotor s ousiness, (iii) all goods inrYwchich
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 (collectivelv the "Inventory,,)
and all negotiable and non-negotiable documents · .' ·
!imitation, documents, ware ..... : .... oftRle (including, w~thout
hou ....,.~,l.'t~, oock receipts and bills of lading)
~ssued by any Person covering any Inventory (any such
of title being a "Negotiable Document of Title-); negotiable document
(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 al/rights in, to and under all security agreements, leases
and other contracts securing or otherwise relating to any such accounts,
contract 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 an and .
agreements,/eases and othe ........... Y all such security
-~,,.m~rs oeing 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,
LAJ:969467
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 Aeeounts,,):
(e) the "Securities Cc, llateral,,, which term means:
(i) the shares of stock, partnership interests, interests in joint ventures,
limited liability company interests and all other equity interests
ina
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 oftbe 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 Pertaining thereto (the "Pledged
Share. s"), 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 d
governing the rights and oblioations og,L ..... ~cuments
o z mc srocrmoiacrs, partners,
members or other owners thereof and other property or proceeds ~rom
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 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 mcinde any shares of stock of such issuer in excess of
the number of shares of such issuer possessing up to but not
exceeding 6:5% 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 (thc "Pledged Debt"), and
LA$.968467
2
UNIFORM COMMERCIAL CODE FINANCING STATEMENT_ FORM UCC-I
SECURED PARTY: C~lit Suisse First Boston
C
as the Adminis~-ative Agent ~' "'
Eleven Madison Avenue ~'~"' '
New York, NY 10010-3629 c-, ~. t~:.
all interest, cash, instruments and other property or proceeds from
t~m.e to t~me received, receivable or otherwise distributed in respect of
or tn exchange for any or all of the Pledged Debt; and
(iii) all other investment property of the Debtor;
(0 the "Intellectual Property Collateral", which term means:
(i) all rights, title and interest (including rights aequit~l pursuant to a
hcense or otherwise) m and to all Umted States trademarks, service
marks, designs, logos, indicia, trudenames, trade dress, corporate
names, company names, business names, fictitious business names.
trade styles and/or other source and/ur business identifiers and '
applications pertaining thereto, owned by the Debtor. or herea~er
adopted and used, in its business (including, without iimitation, the
registrations and applications specifically identified in Schedule
I (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 tt.e United States (including. without
limitation, the registrations and applications specifically identified in
Schedule l(0(i) to the Security Agreement, as the same may be
amended pursuant thereto from time to time) (the "Trademark
R~,i~trotious,,), all common law and other fights in and to the
Trademarks in the United States (the "Trademark Rigidly,,), and all
goodwill of the Debtor's business symbolized by the Trademarks and
associated therewith (the "Assoeiaied 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 fights 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 I (0(ii) to the Security Agreement, as the same may be
amended pursuant thereto from time to time), all rights corresponding
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 ofthe
Debtor or in the name cf Secured p~.vy or Lenders), and all re-issues,
divisions, continuations, renewals, extensions and contimmtions-in.
pm't thereof (all of the foregoing being collectively refer~d 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 ofanthorship 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
Schedu!e l(f)(iii) to the Seem-ivy Agreement, as the s,~me 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 hereaRer
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
pmsuant/hereto from time to time) (collectively, the "Copyright
Reg/strafions-), all common law and other fights 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 Right~"),
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, 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 works protectable
LA3:9~8467
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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 Guacantee 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;
6) to the extent not included in any other paragraph of this Exhibit A, all
general intangibles, including,
· without limitation, tax refunds, payment
mtangiblas, 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 boo.k.s; records, ledger cards, files, correspondence co
tapas, a~sxs and relat tan :- . , mputer Programs,
ed da__ ~-rocessmg software tO_at 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
(I) 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
~-Aa:gSS~6? under insurance (whether or not Secured Party is the loss payee thereof), or
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
uny indemnity, warrunty or Guaruntec, payable by reason of loss or dama
to or otherwise with res"ect ......... ge
~, ~u ~tay or me toregolng 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 unything herein to the contrary, in no event shall the Collateral
include, und the Debtor shall not be deemed to have granted a security interest in (i) uny of Debtor's
rights or interests in uny license, conlract 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 grunt 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 uny license, contract or agreement to which the Debtor is a party or is
bound (other thun 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 uny other applicable law (including the
Bankruptcy Code) or principles of equity); ~. that immediately upon the ineffectiveness,
lapse or termination of any such provision, the Collateral shall include, und the Debtor shall be
deemed to have grunted a security interest in, all such rights und interests as if such Provision had
never been in effect, or (ii) uny 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, und uny security interest axising hereunder shall be released in, from and aRer the sale
transfer of uny Transferred Receivable und Related Security (as such terms are defined in the
Receivables or
Purchase and Contribution Agreement as in effect on the date of the Security
Agreement) by the Debtor to Playtex Fundin u
.Trunsferred Receivables uny lat,-,4 e .... .? p ~uant to the Receivables Facili .
, _ Re.___ o~uunty unn any Proceeds of the foregoin'g~hthat
munediately upon any
repurchase, return or other reacquisition by the Debtor of uny 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,
reacquired Trunsferred Receivables, Related Security and the proceeds thereof, returned or
Each item of Collateral listed in this Exhibit A that is defined in Articles 8 or 9 oftbe
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 ~t being the mtent~on of the Debtors that the description of the
Collateral set forth above be construed to include the broadest possible runge 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
"~": Title 11 of the United States Code entitled "Bankruptcy", as now and
hereafter in effect, or any successor statute.
"Domestic Subsidi ": a Subsidiary of Playtex Products,/nc. which is incorporated in a
state of the United States or in the District of Columbia.
"Debtor": a party to the UCC-I.
"Governmental Authori ": any nation or government, any state or other political
subdivision thereof and 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 Guarantee and the Subsidiary Guarantee are collectively referred to as the
"Guarantees".
,~ . ~ . a company that ma-' '-" --
aecurlty Agreement to hold 100o e m~..°_e..r°~_ml_ ~ecl by Pin,ex Products, Inc. after the date
~ o..,,~ . of the
yu:n rwaucts, Inc. s outstanding capital stock, and whose
shares of capital stock will be issued in exchange
capital stock of Playtex Products, [nc. for, or result from the conversion of, the shares of
'i~": if the Holdings Reorganization occurs, the
by Holdings upon the consummation of the Holdings Reorganization.' Guarantee to be executed
'~": the mer~er or · ' ·
Subsidiary or other entity vursuant t,, ~,.,:A-~ .,~, c~on. sohdation of Playtex Products b~,. ,~,~,
-- .v '..,~.~avu ..~..n I O1' the . . , ""~. --,,~, a
Code (or any slmdar 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 thc Holdings Reorganization to be converted into or exchanged for shares of capital stock of
Holdings·
Lenders the financml institutions who ·. .
May 22, 2001, by and arno,,,, m ........ .are patties to the Credit A ..
insti,,,,;....- .~ .... .,ts -aaytcx rroaucts, lflc ts, ........ , ~ . greement, dated as ,,f
...... ,.,ua anu Lrealt Suisse Firs, t~ ..... .,.--,,. ~;v=rm car~s and other
· ou~ton, as a¢lmlnlS[l~ative agent. ---'-'-
· "Perso?: an individual, partnership, coraoratlnn · ._ . .
tmmcorporated association, joint venture ,~-,-~,~ ~-_-~...bu...smess tru~t, jomt stock company, trust.
nature. , '.-"J-,,uunenmi ,5.tRhority or other entlt 0"
Y I whatever
LA J:96846?
7
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
"Playtex 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").
"Receivables Subsidia~": a direct or indirect wholly-owned, special purpose bankruptcy
remote Subsidiar~ of Playtex Products, Inc. formed for the purpose of purchasing receivables from
Playtex Products, Inc. and its Subsidiaries pursuant to the Receivables Facility.
"Security Agreement": 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
ownership interests having such power only by reason of the happening of a contingency) to elect a
majority of the board of direetor~ 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, ail
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 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.
LA3:969467 8