PLAYTEX PRODUCTS INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1form8k53002.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

                                                                    EXHIBIT 10.1
                                                                    ------------


                                                                  EXECUTION COPY

                             PLAYTEX PRODUCTS, INC.

                                 FIRST AMENDMENT
                               TO CREDIT AGREEMENT


                  This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of May 29, 2002 and entered into by and among Playtex Products, Inc., a
Delaware corporation (the "BORROWER"), the Persons listed on the signature pages
hereto as Guarantors, the financial institutions listed on the signature pages
hereto as Lenders and Credit Suisse First Boston, as Administrative Agent for
the Lenders (the "ADMINISTRATIVE AGENT"), and is made with reference to that
certain Credit Agreement dated as of May 22, 2001 (the "CREDIT AGREEMENT"), by
and among the Borrower, the Lenders and the Administrative Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.


                                    RECITALS

                  WHEREAS, the Borrower and the Lenders constituting Required
Lenders desire to amend the Credit Agreement to permit the Borrower to incur
additional Indebtedness in the form of an additional $450,000,000 of Term Loans,
to amend certain covenants and prepayment provisions, and to make certain other
related changes in the Credit Agreement and the Security Agreement, all as more
specifically set forth herein;

                  WHEREAS, the proceeds of such additional Term Loans, together
with approximately $21,800,000 of cash on hand of the Borrower, will be utilized
by the Borrower to make an optional prepayment of the Term A Loans and the Term
B Loans in full.

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1.        AMENDMENTS TO THE CREDIT AGREEMENT

                  1.1      AMENDMENTS TO SUBSECTION 1.1:  DEFINED TERMS

                  A.       Subsection 1.1 of the Credit Agreement is hereby
amended by deleting definitions of the terms "Borrowing Date", "Class",
"Commitments", "Consolidated Excess Cash Flow", "Required Class Lenders", "Term
Loan Commitment", "Term Loan Exposure" and "Term Loans" and inserting the
following in lieu thereof:

                  "BORROWING DATE": any Business Day specified in a notice
                  pursuant to subsection 2.2, 2.4, 4.2, 5.2 or 5.4 as a date on
                  which the Borrower requests the Lenders to make Loans
                  hereunder.

                  "CLASS": as applied to the Lenders, means each of the
                  following classes of Lenders: (i) Lenders having Revolving
                  Credit Loan Exposure, (ii) Lenders having Term A Loan
                  Exposure, (iii) Lenders having Term B Loan Exposure, (iv)
                  Lenders having Term C Loan Exposure, and (v) any other Term
                  Loan Lenders having any other Term Loan Exposure.

<PAGE>

                  "COMMITMENTS": the collective reference to the Revolving
                  Credit Commitments, the Swing Line Commitment, the Term A Loan
                  Commitments, the Term B Loan Commitments, the Term C Loan
                  Commitments and any Increased Commitments pursuant to
                  subsection 2.5.

                  "CONSOLIDATED EXCESS CASH FLOW": for any period, an amount (if
                  positive) equal to (i) the sum, without duplication, of the
                  amounts for such period of (a) Consolidated EBITDA and (b) the
                  Consolidated Working Capital Adjustment MINUS (ii) the sum,
                  without duplication, of the amounts for such period of (a)
                  voluntary and scheduled repayments of Consolidated Total Debt
                  (including repurchases and redemptions of Convertible Notes
                  and other Indebtedness, but excluding (1) repayments of
                  Revolving Credit Loans except to the extent the Revolving
                  Credit Commitments are permanently reduced in connection with
                  such repayments and (2) payment of the Convertible Notes with
                  funds on deposit in the Excess Cash Flow Account), (b)
                  Consolidated Capital Expenditures (net of any proceeds of any
                  related financings with respect to such expenditures), (c)
                  Consolidated Interest Expense, and (d) the provision for
                  current taxes based on income of Company and its Subsidiaries
                  and payable in cash with respect to such period.

                  "REQUIRED CLASS LENDERS": at any time of determination (i) for
                  the Class of Lenders having Revolving Credit Loan Exposure,
                  Lenders having or holding more than 50% of the aggregate
                  Revolving Credit Loan Exposure of all Lenders, (ii) for the
                  Class of Lenders having Term A Loan Exposure, Lenders having
                  or holding more than 50% of the aggregate Term A Loan Exposure
                  of all Lenders, (iii) for the Class of Lenders having Term B
                  Loan Exposure, Lenders having or holding more than 50% of the
                  aggregate Term B Loan Exposure of all Lenders, (iv) for the
                  Class of Lenders having Term C Loan Exposure, Lenders having
                  or holding more than 50% of the aggregate Term C Loan Exposure
                  of all Lenders, and (v) for any other Class of Lenders having
                  any other Term Loan Exposure, the Lenders having or holding
                  more than 50% of such other aggregate Term Loan Exposure of
                  such other Lenders.

                  "TERM LOAN COMMITMENT": as to any Lender, the obligation of
                  such Lender to make Term A Loans pursuant to subsection 4.1,
                  to make Term B Loans pursuant to subsection 5.1, to make Term
                  C Loans pursuant to subsection 5.3, and to make other Term
                  Loans pursuant to subsection 2.5 and any Increased Commitment
                  Agreement, and "Term Loan Commitments" means such commitments
                  of all Term Loan Lenders in the aggregate.

                  "TERM LOAN EXPOSURE": at any time of determination, (i) the
                  Term A Loan Exposure of any Lender, (ii) the Term B Loan
                  Exposure of any Lender, (iii) the Term C Loan Exposure of any
                  Lender and (iv) with respect to any other Lender, (a) prior to
                  the funding of any Term Loans other than Term A Loans, Term B
                  Loans or Term C Loans, that Lender's Term Loan Commitment with
                  respect to such other Term Loans, and (b), after the funding
                  of such other Term Loans, the outstanding principal amount of
                  such other Term Loans of that Lender.

                                        2

<PAGE>

                  "TERM LOANS": the Term A Loans, the Term B Loans, the Term C
                  Loans and term loans made to the Borrower pursuant to
                  subsection 2.5 and any Increased Commitments Agreement.

                  B.       Subsection 1.1 of the Credit Agreement is hereby
further amended by adding the following at the end of the definition of the term
"Applicable ABR Margin":

                  "In the case of Term C Loans, the Applicable ABR Margin shall
                  mean, as of any date of determination, 1.00% per annum."

                  C.       Subsection 1.1 of the Credit Agreement is hereby
further amended by the following at the end of the definition of the term
"Applicable Eurodollar Margin":

                  "In the case of Term C Loans, the Applicable Eurodollar Margin
                  shall mean, as of any date of determination, 2.25% per annum."

                  D.       Subsection 1.1 of the Credit Agreement is hereby
further amended to add the following definitions:

                  "EXCESS CASH FLOW ACCOUNT": the account in the name, and under
                  the sole dominion and control, of the Administrative Agent
                  into which amounts shall be deposited by the Borrower as
                  provided in subsection 6.3(d) and which shall be utilized as
                  provided in subsection 6.15.

                  "FIRST AMENDMENT": the First Amendment to Credit Agreement,
                  dated as of May 29, 2002, by and among the Borrower, the
                  Guarantors, the Lenders party thereto and the Administrative
                  Agent.

                  "FIRST AMENDMENT DATE": May 29, 2002 or such later date on
                  which the conditions precedent set forth in the First
                  Amendment shall be satisfied.

                  "TERM C LOAN": as defined in subsection 5.3(a).

                  "TERM C LOAN COMMITMENT": as to any Lender, the obligation of
                  such Lender to make a Term C Loan to the Borrower on the First
                  Amendment Date or on the date provided for in any Increased
                  Commitments Agreement, in a principal amount not to exceed the
                  amount set forth opposite such Lender's name on Schedule 1.1
                  under the heading "Term C Loan Commitment".

                  "TERM C LOAN COMMITMENT PERCENTAGE": as to any Lender at any
                  time, the percentage which such Lender's Term C Loan
                  Commitment then constitutes of the aggregate Term C Loan
                  Commitments (or, at any time after the Term C Loan Commitments
                  shall have expired or been terminated, the percentage which
                  the aggregate principal amount of such Lender's Term C Loans
                  then outstanding constitutes of the aggregate principal amount
                  of all Term C Loans then outstanding).

                  "TERM C LOAN EXPOSURE": with respect to any Lender, means, as
                  of any date of determination (i) prior to the funding of the
                  Term C Loans, that Lender's Term C Loan

                                       3
<PAGE>

                  Commitment, and (ii), after the funding of the Term C Loans,
                  the outstanding principal amount of the Term C Loan of that
                  Lender.

                  "TERM C LOAN MATURITY DATE": May 31, 2009.

                  "TERM C LOAN NOTE": as defined in subsection 6.2(e).

                  1.2      AMENDMENTS TO SECTION 5: TERM B LOANS AND TERM C
                           LOANS

                  SECTION 5 of the Credit Agreement is hereby amended by
retitling it `TERM B LOANS AND TERM C LOANS' and inserting the following as
subsections 5.3 and 5.4:

                  "5.3     TERM C LOANS.

                  (a)      Subject to the terms and conditions hereof, each
         Lender having a Term C Loan Commitment severally agrees to make a
         tranche C term loan (each a "TERM C LOAN"; collectively, the "TERM C
         LOANS") to the Borrower on the First Amendment Date or on the date
         provided for in any Increased Commitments Agreement, in an amount not
         to exceed the amount of the Term C Loan Commitment of such Lender as
         set forth on SCHEDULE 1.1 hereto.

                  (b)      The Term C Loans may from time to time be (i)
         Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as
         determined by the Borrower and notified to the Administrative Agent in
         accordance with subsections 5.4 and 6.4.

                  5.4      PROCEDURE FOR CLOSING DATE TERM C LOAN BORROWING. The
         Term C Loans may be borrowed in a single drawing on the First Amendment
         Date. To borrow the Term C Loans, the Borrower shall give the
         Administrative Agent irrevocable notice (which notice must be received
         by the Administrative Agent prior to 1:00 P.M., New York City time),
         (a) three Business Days prior to the First Amendment Date, if all or
         any part of the Term C Loans are to be initially Eurodollar Loans, or
         (b) one Business Day prior to the First Amendment Date, if the Term C
         Loans are to be initially ABR Loans, in each case requesting that the
         Lenders make the Term C Loans on the First Amendment Date, and
         specifying (i) the amount to be borrowed, (ii) whether the Term C Loans
         are to be initially Eurodollar Loans, ABR Loans or a combination
         thereof, and (iii) if the Term C Loans are to be entirely or partly
         Eurodollar Loans, the respective amounts of each such Type of Loan and
         the respective lengths of the initial Interest Periods therefor. Upon
         receipt of such notice the Administrative Agent shall promptly notify
         each Lender having a Term C Loan Commitment thereof. Not later than
         10:00 A.M. on the First Amendment Date, each Lender shall make
         available to the Administrative Agent at its office specified in
         subsection 13.3 the amount of such Lender's Term C Loan Commitment
         Percentage of the Term C Loans to be made available on such date in
         immediately available funds. The Administrative Agent shall on such
         date credit the account of the Borrower on the books of such office of
         the Administrative Agent with the aggregate of the amounts made
         available to the Administrative Agent by the Lenders and in like funds
         as received by the Administrative Agent."

                                       4

<PAGE>

                  1.3      AMENDMENTS TO SECTION 6:  GENERAL PROVISIONS

                  A.       Subsection 6.2(a) of the Credit Agreement is hereby
amended by (a) deleting the word "and" immediately preceding clause (iii) of the
first sentence thereof and (b) adding the following as clause (iv) at the end of
the first sentence thereof:

                  "and (iv) the principal amount of the Term C Loans of such
                  Lender, in 14 semi-annual installments, commencing November
                  30, 2002, each such installment in an amount equal to such
                  Lender's Term C Loan Commitment Percentage of the respective
                  amounts set forth for the Term C Loans in Schedule 6.2 for
                  such installment (or the then unpaid principal amount of such
                  Term C Loans, on the date that the Term B Loans become due and
                  payable pursuant to SECTION 11)."

                  B.       Subsection 6.2(e) of the Credit Agreement is hereby
amended by (a) deleting the word "and" immediately preceding clause (iv) thereof
and (b) deleting clause (iv) thereof and substituting the following in lieu
thereof:

                  "(iv) a promissory note of the Borrower evidencing the Term C
                  Loan of such Lender, substantially in the form of Exhibit A-5
                  hereto, with appropriate insertions as to date and principal
                  amount (a "TERM C LOAN NOTE"), payable to the order of such
                  Lender and representing the obligation of the Borrower to pay
                  a principal amount equal to the amount of the Term C Loan of
                  such Lender, with interest on the unpaid principal amount
                  thereof from time to time outstanding under such Term C Loan
                  Note as set forth in subsection 6.6 and (v) a promissory note
                  of the Borrower evidencing any other Term Loan of such Lender
                  as provided for in any Increased Commitments Agreement (such
                  promissory note, together with the Term A Loan Notes, the Term
                  B Loan Notes and the Term C Loan Notes, the "TERM LOAN
                  NOTES")."

                  C.       Subsection 6.3(a) of the Credit Agreement is hereby
amended by adding the following immediately prior to the last sentence thereof:

                  "Any voluntary prepayments of the Term C Loans shall be
                  applied to reduce the scheduled installments of principal
                  thereof set forth on Schedule 6.2 on either a pro rata basis
                  (in accordance with the respective outstanding principal
                  amounts thereof) to each remaining scheduled installment of
                  principal of the Term C Loans set forth on Schedule 6.2 or, at
                  the Borrower's election made by giving written notice thereof
                  to the Administrative Agent when such prepayment is made, in
                  forward chronological order."

                  D.       Subsection 6.3(d) of the Credit Agreement is hereby
amended by deleting it in its entirety and inserting in lieu thereof the
following:

                  "(d)(i)  If on the date for prepayment of the Term Loans
                  specified in this subsection 6.3(d)(i) any principal amount of
                  the Term A Loans and/or the Term B Loans remains outstanding,
                  in the event that there shall be Consolidated Excess Cash Flow
                  for any fiscal year of the Borrower (commencing with the
                  fiscal year ending in December, 2002), the Borrower shall, no
                  later than 90 days after the end of such fiscal year, prepay
                  the Term Loans in an aggregate amount equal to the Applicable
                  Prepayment Percentage of such Consolidated Excess Cash Flow.

                                       5

<PAGE>

                           (ii)     If on the date for deposit into the Excess
                  Cash Flow Account or prepayment of the Term Loans specified in
                  this subsection 6.3(d)(ii) no principal amount of the Term A
                  Loans or the Term B Loans remains outstanding, in the event
                  that there shall be Consolidated Excess Cash Flow for any
                  fiscal year of the Borrower (commencing with the fiscal year
                  ending in December, 2002), the Borrower shall, no later than
                  90 days after the end of such fiscal year, (A) if and to the
                  extent that (1) the Convertible Notes remain outstanding, (2)
                  amounts on deposit in the Excess Cash Flow Account are less
                  than the lesser of $50,000,000 or the then outstanding
                  principal amount of the Convertible Notes and (3) the Borrower
                  elects to make a deposit into the Excess Cash Flow Account in
                  lieu of prepaying the Term Loans, deposit an aggregate amount
                  equal to the Applicable Prepayment Percentage of such
                  Consolidated Excess Cash Flow LESS any amount used on such
                  date to prepay the Term Loans pursuant to clause (B) below
                  into the Excess Cash Flow Account or (B) if and to the extent
                  that (1) the Convertible Notes are no longer outstanding, (2)
                  amounts on deposit in the Excess Cash Flow Account are equal
                  to or greater than the lesser of $50,000,000 or the then
                  outstanding principal amount of the Convertible Notes or (3)
                  the Borrower elects to prepay the Term Loans in lieu of making
                  a deposit into the Excess Cash Flow Account, prepay the Term
                  Loans in an aggregate amount equal to the Applicable
                  Prepayment Percentage of such Consolidated Excess Cash Flow
                  LESS any amount deposited on such date into the Excess Cash
                  Flow Account pursuant to clause (A) above."

                  E.       Subsection 6.3(e)(iv) of the Credit Agreement is
hereby amended by adding the following immediately following the first sentence
thereof:

                  "Any mandatory prepayments of the Term C Loans shall be
                  applied to reduce the scheduled installments of principal of
                  the Term C Loans set forth on Schedule 6.2 in forward
                  chronological order."

                  F.       Subsection 6.8(b) of the Credit Agreement is hereby
amended by inserting "5.4" in the list of subsections of the Credit Agreement
appearing in the second sentence thereof.

                  G.       SECTION 6 of the Credit Agreement is hereby further
amended by adding the following as subsection 6.15 thereof:

                  "6.15 EXCESS CASH FLOW ACCOUNT. The Excess Cash Flow Account
         shall be held by, and in the name of, the Administrative Agent under
         its sole dominion and control pursuant to the provisions of the
         Security Documents. At any time, upon written request of the Borrower
         to the Administrative Agent, if no Default or Event of Default has
         occurred and is then continuing, amounts on deposit in the Excess Cash
         Flow Account shall be made available to the Borrower to pay the
         outstanding principal amount of the Convertible Notes. If, upon payment
         of all outstanding principal of the Convertible Notes, amounts remain
         on deposit in the Excess Cash Flow Account, such amounts shall be
         utilized to prepay the Term Loans as provided in subsection
         6.3(e)(iv)."

                                       6

<PAGE>

                  1.4      AMENDMENTS TO SECTION 7: REPRESENTATIONS AND
                           WARRANTIES

                  Subsection 7.17 of the Credit Agreement is hereby amended by
adding the following as subsection (d):

                  "(d)     On the First Amendment Date, the proceeds of the Term
                  C Loans shall be utilized in full by the Administrative Agent
                  to prepay the Term A Loans and the Term B Loans pursuant to
                  subsection 6.3(a)."

                  1.5      AMENDMENTS TO SECTION 10:  NEGATIVE COVENANTS

                  A.       Subsection 10.1(b) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the following in lieu
thereof:

                  "(b)     LEVERAGE RATIO. Permit for any period of four
                  consecutive fiscal quarters ending on or about the last day of
                  the fiscal quarters (each, a "TEST DATE") set forth below the
                  Leverage Ratio to be greater than the ratio set forth opposite
                  such fiscal quarter end below:

                        PERIOD                          MAXIMUM LEVERAGE RATIO
                        ------                          ----------------------

                  Closing Date to
                  March 30, 2002                                5.25 to 1.00

                  March 31, 2002 to                             5.25 to 1.00
                  June 28, 2003

                  June 29, 2003 to
                  September 27, 2003                            5.10 to 1.00

                  September 28, 2003 to
                  December 28, 2003                             5.00 to 1.00

                  December 29, 2003 to
                  March 27, 2004                                4.90 to 1.00

                  March 28, 2004 to
                  June 26, 2004                                 4.75 to 1.00

                  June 27, 2004 to
                  September 25, 2004                            4.60 to 1.00

                                        7

<PAGE>

                  September 26, 2004 to
                  December 25, 2004                             4.50 to 1.00

                  December 26, 2004 to
                  March 26, 2005                                4.25 to 1.00

                  March 27, 2005 and
                  thereafter                                    4.00 to 1.00"


                  B.       Subsection 10.10(a)(ii) of the Credit Agreement is
hereby amended by deleting it in its entirety and substituting the following in
lieu thereof:

                 "(ii)     the Borrower may redeem or purchase any of the
         Convertible Notes from any funds available therefor (including, without
         limitation, (a) amounts on deposit in the Excess Cash Flow Account and
         (b) if at such time the Borrower's Senior Debt Leverage Ratio measured
         on a PRO FORMA basis, immediately after giving effect to such
         redemption or purchase, would not exceed 2.25 to 1.00, proceeds of
         Revolving Credit Loans), if no Default or Event of Default has occurred
         or is continuing both immediately prior to and after giving effect to
         such redemption or purchase;"

                  1.6      AMENDMENTS TO SECTION 13:  MISCELLANEOUS

                  Subsection 13.3 of the Credit Agreement is hereby amended by
inserting "5.4" in the list of subsections of the Credit Agreement therein.

                  1.7      AMENDMENTS TO SCHEDULES AND EXHIBITS

                  A.       Schedule 1.1 to the Credit Agreement is amended by
adding thereto the information set forth in Schedule 1.1 hereto.

                  B.       Schedule 6.2 to the Credit Agreement is amended by
adding thereto the information set forth in Schedule 6.2 hereto.

                  C.       The Credit Agreement is further amended by adding, as
Exhibit A-5 and Exhibit I thereto, Exhibit A-5 and Exhibit I attached hereto.

                  D.       The Security Agreement shall be amended by the
amendment in the form attached hereto (the "SECURITY AGREEMENT AMENDMENT").

SECTION 2.        CONFORMING MODIFICATIONS OF COLLATERAL DOCUMENTS AND
                  SUBSIDIARY GUARANTY AND AGREEMENT OF JOINDER

                  By their execution and delivery of this Amendment, the Lenders
constituting Required Lenders, the Borrower and Guarantors approve, consent and
agree that the lenders providing the Term C Loans shall, upon executing and
delivering counterparts to this Amendment

                                       8
<PAGE>

and the funding of the Term C Loans, become Lenders for all purposes of the Loan
Documents entitled to the benefits of the Security Documents, the Guarantees and
the other Loan Documents.

SECTION 3.        CONDITIONS TO EFFECTIVENESS

                  Sections 1 and 2 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent:

                  A.       On or before the First Amendment Date, the Borrower
shall deliver to the Administrative Agent the following, each, unless otherwise
noted, dated the First Amendment Date:

                  1.       Signature and incumbency certificates of its officers
                           executing this Amendment (which may be included in
                           the certificate delivered pursuant to clause 4
                           below);

                  2.       Copies of this Amendment and the Security Agreement
                           Amendment executed by the Borrower and each
                           Guarantor;

                  3.       Resolutions of the Board of Directors of the Borrower
                           approving the incurrence of the Term C Loans and this
                           Amendment;

                  4.       A certificate of the Borrower, dated the First
                           Amendment Date, substantially in the form of Exhibit
                           I hereto, with appropriate insertions and
                           attachments, reasonably satisfactory in form and
                           substance to the Administrative Agent, executed by
                           the President or any Vice President of the Borrower;
                           and

                  5.       An opinion of counsel to the Borrower reasonably
                           satisfactory to the Administrative Agent.

                  B.       On or before the First Amendment Date, all corporate
and other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by the Administrative Agent, acting on behalf of Lenders, and its
counsel shall be reasonably satisfactory in form and substance to the
Administrative Agent and such counsel, and the Administrative Agent and such
counsel shall have received all such counterpart originals or certified copies
of such documents as the Administrative Agent may reasonably request.

                  C.       Required Lenders shall have executed and delivered
copies of this Amendment to the Administrative Agent.

                  D.       The Administrative Agent shall have been paid the
fees as separately agreed by the Borrower and the Administrative Agent.

SECTION 4.        REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement and the other Loan Documents in the manner provided
herein, the Borrower and each Guarantor represent and warrant to each Lender
that the following statements are true, correct and complete in all material
respects:

                                       9
<PAGE>

                  A.       CORPORATE POWER AND AUTHORITY. Each of the Borrower
and the Guarantors has the corporate power and authority, and the legal right,
to enter into this Amendment and the Security Agreement Amendment and to carry
out the transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this Amendment and the Security Agreement as
amended by the Security Agreement Amendment (the "AMENDED AGREEMENTS"). The
Borrower has the corporate power and authority, and the legal right, to borrow
the Term C Loans and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of Amended Agreements.

                  B.       AUTHORIZATION OF AGREEMENT. Each Loan Party has taken
all necessary corporate action to authorize the execution, delivery and
performance of this Amendment and the Security Agreement Amendment and the
performance of the Amended Agreements.

                  C.       NO CONFLICT. The execution, delivery and performance
of this Amendment, the Term C Notes, if any, and the Security Agreement
Amendment, the performance of the Amended Agreements, the borrowings of the Term
C Loans and the use of the proceeds thereof and the consummation of the
transactions contemplated hereby will not violate any Requirement of Law or
Contractual Obligation of Holdings, the Borrower or of any of its Subsidiaries
except for violations in the aggregate which would not be reasonably likely to
have a Material Adverse Effect and will not result in, or require, the creation
or imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation
(other than Liens (i) created or permitted by the Security Documents and (ii)
which in the aggregate would not reasonably be expected to have a Material
Adverse Effect).

                  D.       GOVERNMENTAL CONSENTS. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings of
the Term C Loans or in connection with the execution, delivery, performance,
validity or enforceability of this Amendment, the Security Agreement Amendment,
the Amended Agreements or the Term C Notes, if any, or the consummation of the
transactions contemplated hereby other than (i) any filings required in order to
perfect and/or insure the priority of Liens created pursuant to the Security
Documents and (ii) those the failure to obtain or make would not be reasonably
likely to have a Material Adverse Effect.

                  E.       BINDING OBLIGATION. Each of this Amendment, the
Security Agreement Amendment, the Term C Notes, if any, and the Amended
Agreements constitutes a legal, valid and binding obligation of the Borrower
(and, in the case of this Amendment and the Security Agreement Amendment, each
Guarantor), enforceable against the Borrower (and, in the case of this Amendment
and the Security Agreement Amendment, each Guarantor) in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally, and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law) and an implied covenant of good faith and fair dealing.

                  F.       INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM
CREDIT AGREEMENT. The representations and warranties contained in SECTION 7 of
the Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Date to the same extent as though made
on and as of that date, except to the extent such

                                       10
<PAGE>

representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.

                  G.       ABSENCE OF DEFAULT. No event has occurred and is
continuing or will result from the consummation of the transactions contemplated
by this Amendment that would constitute an Event of Default or a Default.

SECTION 5.        ACKNOWLEDGEMENT AND CONSENT

                  The Borrower is a party to the certain Security Documents,
pursuant to which the Borrower has created Liens in favor of the Administrative
Agent on certain Collateral to secure the Obligations. Each Guarantor is party
to a Guarantee and certain Security Documents specified in the Credit Agreement,
in each case as amended through the First Amendment Date, pursuant to which such
Guarantor has (i) guarantied the Obligations pursuant to a Guarantee and (ii)
granted a security interest in and pledged certain Collateral to the
Administrative Agent to secure the obligations of such Guarantor under such
Guarantee pursuant to such Security Documents.

                  Each Loan Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and the other Loan Documents, this
Amendment and the Security Agreement Amendment and consents to the amendment of
the Credit Agreement and the other Loan Documents effected pursuant to this
Amendment and the Security Agreement Amendment. Each Loan Party hereby confirms
that each Loan Document to which it is a party or otherwise bound and all
Collateral encumbered thereby will continue to guaranty or secure, as the case
may be, to the fullest extent possible the payment and performance of all
"Obligations" and "Secured Obligations," as the case may be (in each case as
such terms are defined in the applicable Loan Document), including without
limitation the payment and performance of all such "Obligations" or "Secured
Obligations," as the case may be, in respect of the Obligations of the Borrower
and the Guarantors now or hereafter existing under or in respect of the Amended
Agreements and the Notes.

                  Each Loan Party acknowledges and agrees that the Loan
Documents to which it is a party or otherwise bound shall continue in full force
and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment and the Security Agreement Amendment.

                  Each Guarantor acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment, it
is not required by the terms of the Credit Agreement or any other Loan Document
to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other
Loan Document shall be deemed to require the consent of such Guarantor to any
future amendments to the Credit Agreement.

SECTION 6.        MISCELLANEOUS

                  A.       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.

                  (i)      On and after the First Amendment Date, each reference
         in the Credit Agreement or the other Loan Documents amended hereby or
         by the Security Agreement

                                       11
<PAGE>

         Amendment to "this Agreement", "hereunder", "hereof", "herein" or words
         of like import referring to the Credit Agreement or such other Loan
         Document shall mean and be a reference to the Amended Agreements.

                  (ii)     Except as specifically amended by this Amendment and
         the Security Agreement Amendment, the Credit Agreement and the other
         Loan Documents shall remain in full force and effect and are hereby
         ratified and confirmed.

                  (iii)    The execution, delivery and performance of this
         Amendment and the Security Agreement Amendment shall not, except as
         expressly provided herein, constitute a waiver of any provision of, or
         operate as a waiver of any right, power or remedy of the Administrative
         Agent or any Lender under, the Credit Agreement or any of the other
         Loan Documents.

                  B.       HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  C.       APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                  D.       COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

                  [Remainder of page intentionally left blank]

                                       12

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

         BORROWER:                      PLAYTEX PRODUCTS, INC.


                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

         GUARANTORS:                    PLAYTEX INVESTMENT CORP.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        PLAYTEX INTERNATIONAL CORP.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        PLAYTEX MANUFACTURING, INC.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        PLAYTEX SALES AND SERVICES, INC.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        SUN PHARMACEUTICALS CORP.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                       S-1

<PAGE>

                                        SMILE-TOTE, INC.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        TH MARKETING CORP.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        PERSONAL CARE HOLDINGS, INC.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        PERSONAL CARE GROUP, INC.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                        CAREWELL INDUSTRIES, INC.

                                        By /s/ Glenn A. Forbes
                                           ------------------------------------
                                        Title Executive Vice President
                                           ------------------------------------

                                       S-2

<PAGE>


         LENDERS:                       CREDIT SUISSE FIRST BOSTON, individually
                                        and as Administrative Agent


                                        By: /s/ Paul J. Corona
                                            -----------------------------------
                                        Name:   Paul J. Corona
                                        Title:  Director


                                        By: /s/ Robert Hetu
                                            -----------------------------------
                                        Name:   Robert Hetu
                                        Title:  Director


         LENDERS:                       ABBEY NATIONAL TREASURY SERVICES plc
                                        (U.S. Branch)


                                        By: /s/ Ian Burns
                                            -----------------------------------
                                        Name:   Ian Burns
                                        Title:  Chief Executive Officer


                                        By: /s/ Hans J. Scholz
                                            -----------------------------------
                                        Name:   Hans J. Scholz
                                        Title:  Senior Vice President


         LENDERS:                   NEW ALLIANCE GLOBAL CDO, LIMITED
                                    By:  Alliance Capital Management L.P.,
                                         as Sub-Advisor

                                        By:  Alliance Capital Management
                                             Corporation, as General Partner


                                        By: /s/ Joel Serebransky
                                            -----------------------------------
                                        Name:   Joel Serebransky
                                        Title:  Senior Vice President


         LENDERS:                       AIMCO CLO SERIES 2001-A


                                        By: /s/
                                            -----------------------------------
                                        Name:
                                        Title:


                                        By: /s/
                                            -----------------------------------


         LENDERS:                       AMERICAN EXPRESS CERTIFICATE COMPANY
                                        By:  American Express Asset Management
                                             Group Inc.,
                                             As Collateral Manager


                                        By: /s/ Steven B. Staver
                                            -----------------------------------
                                        Name:   Steven B. Staver
                                        Title:  Managing Director


         LENDERS:                       CENTURION CDO II, LTD.
                                        By:  American Express Asset Management
                                             Group Inc.,
                                             As Collateral Manager


                                        By: /s/ Steven B. Staver
                                            -----------------------------------
                                        Name:   Steven B. Staver
                                        Title:  Managing Director


         LENDERS:                       CENTURION CDO III, LIMITED
                                        By:  American Express Asset Management
                                             Group Inc.,
                                             As Collateral Manager


                                        By: /s/ Steven B. Staver
                                            -----------------------------------
                                        Name:   Steven B. Staver
                                        Title:  Managing Director


         LENDERS:                       IDS LIFE INSURANCE COMPANY
                                        By:  American Express Asset Management
                                             Group Inc.,
                                             As Collateral Manager


                                        By: /s/ Steven B. Staver
                                            -----------------------------------
                                        Name:   Steven B. Staver
                                        Title:  Managing Director


         LENDERS:                       KZH ING-2 LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH STERLING LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH CNC LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH CYPRESS TREE - 1 LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH ING - 3 LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH WATERSIDE LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH PONDVIEW LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH SOLEIL-2 LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       KZH SOLEIL LLC


                                        By: /s/ Susan Lee
                                            -----------------------------------
                                        Name:   Susan Lee
                                        Title:  Authorized Agent


         LENDERS:                       SEQUILS - CENTURION V, LTD.
                                        By:  American Express Asset Management
                                             Group Inc.,
                                             As Collateral Manager


                                        By: /s/ Steven B. Staver
                                            -----------------------------------
                                        Name:   Steven B. Staver
                                        Title:  Managing Director


         LENDERS:                       ARES LEVERAGED INVESTMENT FUND II, L.P.

                                        By:     Ares Management II, L.P.
                                        Its:    General Partner


                                        By: /s/ Seth J. Brufsky
                                            -----------------------------------
                                        Name:   Seth J. Brufsky
                                        Title:  Vice President


         LENDERS:                       ARES III CLO LTD.

                                        By:     Ares CLO Management, LLC
                                        Its:    Investment Manager


                                        By: /s/ Seth J. Brufsky
                                            -----------------------------------
                                        Name:   Seth J. Brufsky
                                        Title:  Vice President


         LENDERS:                       ARES IV CLO LTD.

                                        By:     Ares CLO Management IV, L.P.
                                        Its:    Investment Manager


                                                By:     Ares CLO GP IV, LLC
                                                Its:    Managing Member


                                        By: /s/ Seth J. Brufsky
                                            -----------------------------------
                                        Name:   Seth J. Brufsky
                                        Title:  Vice President


         LENDERS:                       ARES V, CLO LTD.

                                        By:     Ares CLO Management V, L.P.
                                        Its:    Investment Manager


                                                By:     Ares Clo GP V, LLC
                                                Its:    Managing Member


                                        By: /s/ Seth J. Brufsky
                                            -----------------------------------
                                        Name:   Seth J. Brufsky
                                        Title:  Vice President


         LENDERS:                       BNP PARIBAS


                                        By: /s/ Shayn P. March
                                            -----------------------------------
                                        Name:   Shayn P. March
                                        Title:  Vice President


                                        By: /s/ Richard Pace
                                            -----------------------------------
                                        Name:   Richard Pace
                                        Title:  Director


         LENDERS:                       CARYLYE HIGH YIELD PARTNERS II, LTD.


                                        By: /s/ Linda Pace
                                            -----------------------------------
                                        Name:   Linda Pace
                                        Title:  Principal


         LENDERS:                       CARYLYE HIGH YIELD PARTNERS III, LTD.


                                        By: /s/ Linda Pace
                                            -----------------------------------
                                        Name:   Linda Pace
                                        Title:  Principal


         LENDERS:                       STANWICH LOAN FUNDING LLC


                                        By: /s/ Diana L. Mushill
                                            -----------------------------------
                                        Name:   Diana L. Mushill
                                        Title:  Assistant Vice President


         LENDERS:                       JUPITER FUNDING TRUST


                                        By: /s/ Diana L. Mushill
                                            -----------------------------------
                                        Name:   Diana L. Mushill
                                        Title:  Authorized Agent


         LENDERS:                       WINGED FOOT FUNDING TRUST


                                        By: /s/ Diana L. Mushill
                                            -----------------------------------
                                        Name:   Diana L. Mushill
                                        Title:  Authorized Agent


         LENDERS:                       PROMETHEUS INVESTMENT FUNDING NO. 1 LTD
                                        By: CPF Asset Advisors LLC as Investment
                                            Manager


                                        By: /s/ Francesco Ossino
                                            -----------------------------------
                                        Name:   Francesco Ossino
                                        Title:  Director


                                        By: /s/ Timothy L. Harrod
                                            -----------------------------------
                                        Name:   Timothy L. Harrod
                                        Title:  Managing Director


         LENDERS:                       MASSSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY
                                        By:  David L. Babson & Co. Inc, under
                                        delegated authority from Massachusetts
                                        Mutual Life Insurance Company as
                                        Investment Manager


                                        By: /s/ Maryann Mccarthy
                                            -----------------------------------
                                        Name:   Maryann McCarthy
                                        Title:  Managing Director


         LENDERS:                       MASSSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY
                                        By:  David L. Babson & Co. Inc, as
                                             Investment Adviser


                                        By: /s/ Maryann Mccarthy
                                            -----------------------------------
                                        Name:   Maryann McCarthy
                                        Title:  Managing Director


         LENDERS:                       COSTANTINUS EATON VANCE CDO V, LTD.
                                        By:  Eaton Vance Management as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       EATON VANCE CDO III, LTD.
                                        By:  Eaton Vance Management as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       EATON VANCE CDO IV, LTD.
                                        By:  Eaton Vance Management as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       EATON VANCE SENIOR INCOME TRUST
                                        By:  Eaton Vance Management as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       EATON VANCE INSTITUTIONAL SENIOR LOAN
                                        FUND
                                        By:  Eaton Vance Management as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       GRAYSON & CO
                                        By:  Boston Management and Research as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       OXFORD STRATEGIC INCOME FUND
                                        By:  Eaton Vance Management as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       SENIOR DEBT PORTFOLIO
                                        By:  Boston Management and Research as
                                             Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                            -----------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


         LENDERS:                       ERSTE BANK


                                        By: /s/ Brandon A. Meyerson
                                            -----------------------------------
                                        Name:   Brandon A. Meyerson
                                        Title:  Vice President, New York Branch


                                        By: /s/ John S. Runnion
                                            -----------------------------------
                                        Name:   John S. Runnion
                                        Title:  Managing Director, New York
                                                Branch


         LENDERS:                       BALLYROCK CDO I LIMITED
                                        By: BALLYROCK Investment Advisors LLC,
                                        as Collateral Manager


                                        By: /s/ Lisa Rymut
                                            -----------------------------------
                                        Name:   Lisa Rymut
                                        Title:  Assistant Treasurer


         LENDERS:                       FIDELITY ADVISOR SERIES II:
                                        FIEDLITY ADVISOR FLOATING RATE HIGH
                                        INCOME FUND


                                        By: /s/ John H. Costello
                                            -----------------------------------
                                        Name:   John H. Costello
                                        Title:  Assistant Treasurer


         LENDERS:                       FRANKLIN CLO II, LTD


                                        By: /s/ Richard D'Addario
                                            -----------------------------------
                                        Name:   Richard D'Addario
                                        Title:  Senior Vice President


         LENDERS:                       FRANKLIN FLOATING RATE MASTER SERIES


                                        By: /s/ Richard D'Addario
                                            -----------------------------------
                                        Name:   Richard D'Addario
                                        Title:  Senior Vice President


         LENDERS:                       FRANKLIN FLOATING RATE TRUST


                                        By: /s/ Richard D'Addario
                                            -----------------------------------
                                        Name:   Richard D'Addario
                                        Title:  Senior Vice President


         LENDERS:                       FRANKLIN FLOATING RATE DAILY ACCESS
                                        FUND


                                        By: /s/ Richard D'Addario
                                            -----------------------------------
                                        Name:   Richard D'Addario
                                        Title:  Senior Vice President


         LENDERS:                       GENERAL ELECTRIC CAPITAL CORPORATION


                                        By: /s/ Gregory Hong
                                            -----------------------------------
                                        Name:   Gregory Hong
                                        Title:  Duly Authorized Signatory


         LENDERS:                       HARCH CLO I, LTD.


                                        By: /s/ Michael E. Lewitt
                                            -----------------------------------
                                        Name:   Michael E. Lewitt
                                        Title:  Authorized Signatory


         LENDERS:                       SRV-HIGHLAND, INC.


                                        By: /s/ Diana L. Mushill
                                            -----------------------------------
                                        Name:   Diana L. Mushill
                                        Title:  Assistant Vice President


         LENDERS:                       BLUE SQUARE FUNDING SERIES 3
                                        By: Deutsche Bank Trust Co. Americas
                                        Formerly known as Bankers Trust Co.


                                        By: /s/ Jennifer Bohannon
                                            -----------------------------------
                                        Name:   Jennifer Bohannon
                                        Title:  Assistant Vice President


         LENDERS:                       EMERALD ORCHARD LIMITED


                                        By: /s/ Susan K. Strong
                                            -----------------------------------
                                        Name:   Susan K. Strong
                                        Title:  Attorney in Fact


         LENDERS:                       IKB CAPITAL CORPORATION


                                        By: /s/ David Snyder
                                            -----------------------------------
                                        Name:   David Snyder
                                        Title:  President


         LENDERS:                       ARCHIMEDES FUNDING IV (CAYMAN), LTD.
                                        By: ING Capital Advisors, LLC, as
                                            Collateral Manager


                                        By: /s/ Cheryl Wasilewski
                                            -----------------------------------
                                        Name:   Cheryl Wasilewski
                                        Title:  Vice President


         LENDERS:                       PILGRIM CLO 1999 - 1 LTD.
                                        By:  ING Investments, LLC
                                             as its Investment Manager


                                        By: /s/ Brian S. Horton
                                            -----------------------------------
                                        Name:   Brian S. Horton
                                        Title:  Vice President


         LENDERS:                       ML CLO XV PILGRIM AMERICA (CAYMAN) LTD
                                        By:  ING Investments, LLC
                                             as its Investment Manager


                                        By: /s/ Brian S. Horton
                                            -----------------------------------
                                        Name:   Brian S. Horton
                                        Title:  Vice President


         LENDERS:                       ING PRIME RATE TRUST
                                        By:  ING Investments, LLC
                                             as its Investment Manager


                                        By: /s/ Brian S. Horton
                                            -----------------------------------
                                        Name:   Brian S. Horton
                                        Title:  Vice President


         LENDERS:                       ING SENIOR INCOME FUND
                                        By:  ING Investments, LLC
                                             as its Investment Manager


                                        By: /s/ Brian S. Horton
                                            -----------------------------------
                                        Name:   Brian S. Horton
                                        Title:  Vice President


         LENDERS:                       NEMEAN CLO, LTD.
                                        By: ING Capital Advisors, LLC, as
                                            Investment Manager


                                        By: /s/ Cheryl Wasilewski
                                            -----------------------------------
                                        Name:   Cheryl Wasilewski
                                        Title:  Vice President


         LENDERS:                       AVALON CAPITAL LTD. 2
                                        By:  INVESCO Senior Secured Management,
                                              Inc.
                                              as Portfolio Advisor


                                        By: /s/ Anne M. McCarthy
                                            -----------------------------------
                                        Name:   Anne M. McCarthy
                                        Title:  Authorized Signatory


         LENDERS:                       AVALON CAPITAL LTD
                                        By:  INVESCO Senior Secured Management,
                                             Inc.
                                             as Portfolio Advisor


                                        By: /s/ Anne M. McCarthy
                                            -----------------------------------
                                        Name:   Anne M. McCarthy
                                        Title:  Authorized Signatory


         LENDERS:                       CHARTER VIEW PORTFOLIO
                                        By:  INVESCO Senior Secured Management,
                                             Inc.
                                             as Investment Advisor


                                        By: /s/ Anne M. McCarthy
                                            -----------------------------------
                                        Name:   Anne M. McCarthy
                                        Title:  Authorized Signatory


         LENDERS:                       DIVERSIFIED CREDIT PORTFOLIO LTD.
                                        By:  INVESCO Senior Secured Management,
                                             Inc.
                                             as Investment Advisor


                                        By: /s/ Anne M. McCarthy
                                            -----------------------------------
                                        Name:   Anne M. McCarthy
                                        Title:  Authorized Signatory


         LENDERS:                       OASIS COLLATERALIZED HIGH INCOME
                                        PORTFOLIOS-1, LTD.
                                        By:  INVESCO Senior Secured Management,
                                             Inc.
                                             as Subadvisor


                                        By: /s/ Anne M. McCarthy
                                            -----------------------------------
                                        Name:   Anne M. McCarthy
                                        Title:  Authorized Signatory


         LENDERS:                       SEQUILS-LIBERTY, LTD.
                                        By:  INVESCO Senior Secured Management,
                                             Inc.
                                             as Collateral Manager


                                        By: /s/ Anne M. McCarthy
                                            -----------------------------------
                                        Name:   Anne M. McCarthy
                                        Title:  Authorized Signatory


         LENDERS:                       CONTINENTAL CASUALTY COMPANY


                                        By: /s/ Dennis R. Hemme
                                            -----------------------------------
                                        Name:   Dennis R. Hemme
                                        Title:  Vice President


         LENDERS:                       NATIONAL CITY BANK


                                        By: /s/ William R. Ammerman
                                            -----------------------------------
                                        Name:   William R. Ammerman
                                        Title:  Senior Vice President


         LENDERS:                       NATEXIS BANQUES POPULAIRES


                                        By: /s/ Christian Giordano
                                            -----------------------------------
                                        Name:   Christian Giordano
                                        Title:  Vice President


                                        By: /s/ Harris Frommer
                                            -----------------------------------
                                        Name:   Harris Frommer
                                        Title:  Assistant Vice President


         LENDERS:                       HARBOURVIEW CLO IV


                                        By: /s/ Bill Campbell
                                            -----------------------------------
                                        Name:   Bill Campbell
                                        Title:  Manager


         LENDERS:                       OPPENHEIMER SENIOR FLOATING RATE


                                        By: /s/ Bill Campbell
                                            -----------------------------------
                                        Name:   Bill Campbell
                                        Title:  Manager


         LENDERS:                       SANKATY ADVISORS, INC., as Collateral
                                        Manager for Brant Point CBO 1999-1 LTD.,
                                        as Term Lender


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         LENDERS:                       SANKATY ADVISORS, LLC, as Collateral
                                        Manager for Great Point CLO 1999-1 LTD.,
                                        as Term Lender


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         LENDERS:                       SANKATY HIGH YIELD ASSET PARTNERS II,
                                        L.P.


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         LENDERS:                       SANKATY HIGH YIELD PARTNERS III, L.P.


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         LENDERS:                       SANKATY ADVISORS, LLC, as Collateral
                                        Manager for Race Point CLO, Limited, as
                                        Term Lender


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         LENDERS:                       PPM SHADOW CREEK FUNDING TRUST


                                        By: /s/ Diana L. Mushill
                                            -----------------------------------
                                        Name:   Diana L. Mushill
                                        Title:  Authorized Agent


         LENDERS:                       PPM SPYGLASS FUNDING TRUST


                                        By: /s/ Diana L. Mushill
                                            -----------------------------------
                                        Name:   Diana L. Mushill
                                        Title:  Authorized Agent


         LENDERS:                       HARBOUR TOWN FUNDING TRUST


                                        By: /s/ Diana L. Mushill
                                            -----------------------------------
                                        Name:   Diana L. Mushill
                                        Title:  Authorized Agent


         LENDERS:                       STEIN ROE & FARNHAM CLO I LTD.
                                        By: Stein Roe & Farnham Incorporated, as
                                            Portfolio Manager


                                        By: /s/ Kathleen A. Zam
                                            -----------------------------------
                                        Name:   Kathleen A. Zam
                                        Title:  Vice President


         LENDERS:                       TORONTO DOMINION (NEW YORK), INC.


                                        By: /s/ Susan K. Strong
                                            -----------------------------------
                                        Name:   Susan K. Strong
                                        Title:  Vice President


         LENDERS:                       TEXTRON FINANCIAL CORPORATION


                                        By: /s/ Naoto Hayashida
                                            -----------------------------------
                                        Name:   Naoto Hayashida
                                        Title:  Director


         LENDERS:                       TRANSAMERICA BUSINESS CAPITAL
                                        CORPORATION


                                        By: /s/ Robert E. Capasso
                                            -----------------------------------
                                        Name:   Robert E. Capasso
                                        Title:  Senior Vice President


         LENDERS:                       WELLS FARGO BANK, N.A.


                                        By: /s/ Reginald M. Goldsmith, III
                                            -----------------------------------
                                        Name:   Reginald M. Goldsmith, III
                                        Title:  Vice President


                                       S-3

<PAGE>

         TERM C LENDERS:                ANCHOR NATIONAL LIFE INSURANCE COMPANY


                                        By: /s/ John G. Lapham, III
                                            -----------------------------------
                                        Name:   John G. Lapham, III
                                        Title:  Authorized Agent


         TERM C LENDERS:                NEW ALLIANCE GLOBAL CDO, LIMITED
                                        By:  Alliance Capital Management L.P.,
                                        as Sub-advisor

                                             By: Alliance Capital Management
                                             Corporation, as General Partner


                                             By: /s/ Joel Serebransky
                                                 ------------------------------
                                                 Name:   Joel Serebransky
                                                 Title:  Senior Vice President


         TERM C LENDERS:                BNP PARIBAS


                                        By: /s/ Shayn P. March
                                            -----------------------------------
                                        Name:   Shayn P. March
                                        Title:  Vice President


                                        By: /s/ Richard Pace
                                            -----------------------------------
                                        Name:   Richard Pace
                                        Title:  Director


         TERM C LENDERS:                DENALI CAPITAL LLC, managing member of
                                        DC Funding Partners LLC, portfolio
                                        manager for DENALI CAPITAL CLO I, LTD.


                                        By: /s/ John Thacker
                                            -----------------------------------
                                        Name:   John Thacker
                                        Title:  Chief Credit Officer


         TERM C LENDERS:                HARCH CLO I, LTD.


                                        By: /s/ Michael E. Lewitt
                                            -----------------------------------
                                        Name:   Michael E. Lewitt
                                        Title:  Authorized Signatory


         TERM C LENDERS:                IKB CAPITAL CORPORATION


                                        By: /s/ David Snyder
                                            -----------------------------------
                                        Name:   David Snyder
                                        Title:  President


         TERM C LENDERS:                NATIONAL CITY PARK


                                        By: /s/ William R. Ammerman
                                            -----------------------------------
                                        Name:   William R. Ammerman
                                        Title:  Senior Vice President


         TERM C LENDERS:                OAK HILL CREDIT PARTNERS I, LIMITED
                                        By:  Oak Hill CLO Management, LLC
                                             as Investment Manager


                                        By: /s/ Robert B. Okun
                                            -----------------------------------
                                        Name:   Robert B. Okun
                                        Title:  Authorized Signatory


         TERM C LENDERS:                OAK HILL SECURITIES FUND, L.P.
                                        By:  Oak Hill Securities GenPar, L.P.
                                             its General Partner
                                        By:  Oak Hill Securities MGP, Inc.
                                             its General Partner


                                        By: /s/ Scott D. Krase
                                            -----------------------------------
                                        Name:   Scott D. Krase
                                        Title:  Vice President


         TERM C LENDERS:                OAK HILL SECURITIES FUND II, L.P.
                                        By:  Oak Hill Securities GenPar II, L.P.
                                             its General Partner
                                        By:  Oak Hill Securities MGP II, Inc.
                                             its General Partner


                                        By: /s/ Scott D. Krase
                                            -----------------------------------
                                        Name:   Scott D. Krase
                                        Title:  Vice President


         TERM C LENDERS:                SANKATY ADVISORS, INC., as Collateral
                                        Manager for Brant Point CBO 1999-1 LTD.,
                                        as Term Lender


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         TERM C LENDERS:                SANKATY ADVISORS, LLC, as Collateral
                                        Manager for Great Point CLO 1999-1 LTD.,
                                        as Term Lender


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         TERM C LENDERS:                SANKATY ADVISORS, LLC, as Collateral
                                        Manager for Race Point CLO, Limited, as
                                        Term Lender


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         TERM C LENDERS:                SANKATY HIGH YIELD ASSET PARTNERS II,
                                        L.P.


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         TERM C LENDERS:                SANKATY HIGH YIELD PARTNERS III, L.P.


                                        By: /s/ Diane J. Exter
                                            -----------------------------------
                                        Name:   Diane J. Exter
                                        Title:  Managing Director
                                                Portfolio Manager


         TERM C LENDERS:                GALAXY CLO 1999-1 Ltd.


                                        By: /s/ Thomas G. Brandt
                                            -----------------------------------
                                        Name:   Thomas G. Brandt
                                        Title:  Managing Director


         TERM C LENDERS:                SUNAMERICA LIFE INSURANCE COMPANY


                                        By: /s/ John G. Lapham, III
                                            -----------------------------------
                                        Name:   John G. Lapham, III
                                        Title:  Authorized Agent

                                       S-4

<PAGE>

                                                                  EXHIBIT A-5 TO
                                                                CREDIT AGREEMENT
                                                                ----------------


                                TERM C LOAN NOTE



$____________                                                 New York, New York
                                                              _________ __, 2002



         FOR VALUE RECEIVED, the undersigned, PLAYTEX PRODUCTS, INC., a Delaware
corporation (the "BORROWER"), hereby unconditionally promises to pay to the
order of __________ (the "LENDER") at the office of Credit Suisse First Boston,
Eleven Madison Avenue, New York, New York 10010-3629, Attention: Syndicated
Finance Agency Group Manager, in lawful money of the United States of America
and in immediately available funds, the principal amount of __________ DOLLARS
($__________), or, if less, the unpaid principal amount of the Term C Loan made
by the Lender pursuant to subsection 5.3 of the Credit Agreement, as hereinafter
defined. The principal amount of the Term C Loan made by the Lender shall be
paid in the amounts and on the dates specified in subsection 6.2 of the Credit
Agreement. The Borrower further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time outstanding at
the rates and on the dates specified in subsection 6.6 of the Credit Agreement.

         The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, Type and amount of the Term
C Loan and the date and amount of each payment or prepayment of principal with
respect thereto, each conversion of all or a portion thereof to another Type,
each continuation of all or a portion thereof as the same Type and, in the case
of Eurodollar Loans, the length of each Interest Period with respect thereto.
Each such endorsement shall constitute PRIMA FACIE evidence of the accuracy of
the information endorsed. The failure to make any such endorsement or any error
therein shall not affect the obligations of the Borrower in respect of such Term
C Loan.

         This Note (a) is one of the Term C Loan Notes referred to in the Credit
Agreement, dated as of May 22, 2001 (as amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"), among the Borrower, the
Lender, the other banks and financial institutions from time to time parties
thereto, and Credit Suisse First Boston, as Administrative Agent, (b) is subject
to the provisions of the Credit Agreement and (c) is subject to optional and
mandatory prepayment in whole or in part as provided in the Credit Agreement.
This Note is secured and guaranteed as provided in the Loan Documents. Reference
is hereby made to the Loan Documents for a description of the properties and
assets in which a security interest has been granted, the nature and extent of
the security and the guarantees, the terms and conditions upon which the
security interests and each guarantee were granted and the rights of the holder
of this Note in respect thereof.

         Upon the occurrence and continuation of any one or more Events of
Default, all

<PAGE>

amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

         Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS
AND PROVISIONS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED
IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF
THE CREDIT AGREEMENT.

                                PLAYTEX PRODUCTS, INC.



                                By: ____________________________

                                Name: __________________________

                                Title: _________________________





                                        2

<PAGE>

                                    SCHEDULE

                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

<TABLE>
<CAPTION>

====================================================================================================================================
   Date         Amount of ABR           Amount            Amount of       Amount of ABR Loans      Unpaid Principal       Notation
                    Loans            Converted to        Principal of         Converted to          Balance of ABR         Made By
                                       ABR Loans          ABR Loans         Eurodollar Loans           Loans
                                                           Repaid
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                  <C>               <C>                <C>                       <C>                   <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                    SCHEDULE

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

<TABLE>
<CAPTION>

====================================================================================================================================
   Date         Amount of        Amount       Interest Period       Amount of          Amount of           Unpaid        Notation
               Eurodollar     Converted to     and Eurodollar      Principal of       Eurodollar          Principal       Made By
                  Loans        Eurodollar        Rate with          Eurodollar      Loans Converted      Balance of
                                 Loans        Respect Thereto      Loans Repaid           to             Eurodollar
                                                                                       ABR Loans            Loans
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>            <C>             <C>                  <C>              <C>                  <C>             <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

<PAGE>

                                    EXHIBIT I



                              BORROWING CERTIFICATE

                             PLAYTEX PRODUCTS, INC.

                            (a Delaware corporation)



                  Pursuant to Section 3(A)(4) of the First Amendment to Credit
Agreement, dated as of May __, 2002 (the "AMENDMENT"), by and among Playtex
Products, Inc., a Delaware corporation (the "BORROWER"), the Persons listed on
the signature pages thereto as Guarantors, the financial institutions listed on
the signature pages thereto as Lenders and Credit Suisse First Boston, as
Administrative Agent for the Lenders, amending that certain Credit Agreement
dated as of May 22, 2001 (the "CREDIT AGREEMENT"), by and among the Borrower,
the Lenders and the Administrative Agent (capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement or the Amendment, as the context requires), the undersigned __________
of the Borrower hereby certifies on behalf of the Borrower as of the date hereof
as follows:

                  1.       Each of the representations and warranties of the
         Borrower and each other Loan Party set forth in Section 4 of the
         Amendment or which are contained in any certificate, document or
         financial or other statement furnished by or on behalf of the Borrower
         or any other Loan Party pursuant to or in connection with the Amendment
         are true and correct in all material respects on and as of the date
         hereof with the same effect as if made on the date hereof except for
         representations and warranties stated to related to a specific earlier
         date, in which case such representations and warranties are true and
         correct in all material respects as of such earlier date; and

                  2.       No event has occurred and is continuing or will
         result from the consummation of the transactions contemplated by the
         Amendment that would constitute an Event of Default or a Default.



<PAGE>


                  IN WITNESS WHEREOF, I have signed this certificate as of the
date written below.


PLAYTEX PRODUCTS, INC.



__________________________________
Name:
Title:


Date:    May __, 2002

<PAGE>

                                  SCHEDULE 1.1
                                  ------------



         LENDER                                         COMMITMENT
         ------                                         ----------


Credit Suisse First Boston                        $450,000,000 Term C Loan





<PAGE>

                                  SCHEDULE 6.2
                                  ------------


TERM C LOAN INSTALLMENTS
------------------------

The Borrower shall make principal payments on the Term C Loans in installments
on the dates and in the amounts below:

                           DATE                         AMOUNT
                           ----                         ------
                  November 30, 2002                 $2,250,000
                  May 31, 2003                      $2,250,000
                  November 30, 2003                 $2,250,000
                  May 31, 2004                      $2,250,000
                  November 30, 2004                 $2,250,000
                  May 31, 2005                      $2,250,000
                  November 30, 2005                 $2,250,000
                  May 31, 2006                      $2,250,000
                  November 30, 2006                 $2,250,000
                  May 31, 2007                      $2,250,000
                  November 30, 2007                 $2,250,000
                  May 31, 2008                      $2,250,000
                  November 30, 2008               $211,500,000
                  May 31, 2009                    $211,500,000
                                                  ------------
                                                  $450,000,000

<PAGE>

                               AMENDMENT NO. 1 TO
                               SECURITY AGREEMENT

                  AMENDMENT NO. 1 effective as of May 29, 2002 (this
"AMENDMENT"), to SECURITY AGREEMENT, dated as of May 22, 2002 (as heretofore
amended and as may be further amended, modified or supplemented from time to
time, the "SECURITY AGREEMENT"), among the Grantors named therein (each a
"GRANTOR" and collectively, the "GRANTORS") and Credit Suisse First Boston, as
Secured Party (the "SECURED PARTY") for the lenders party to the Credit
Agreement (the "LENDERS"), dated as of May 22, 2001, among Playtex Products,
Inc., the Lenders, and Credit Suisse First Boston, as Administrative Agent (as
amended, modified or supplemented from time to time in accordance with its
terms, the "CREDIT AGREEMENT") and (ii) the Interest Rate Exchangers (as such
term is defined in the Security Agreement).

                  WHEREAS, a security interest has been granted by the Grantors
pursuant to the Security Agreement in all deposit accounts of each Grantor,
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, receivable or otherwise distributed in respect of or
in exchange for any or all of the foregoing;

                  WHEREAS, the Borrower, the Lenders and the Secured Party have
agreed to amend the Credit Agreement in certain respects, including the
establishment of a deposit account to be known as the Excess Cash Flow Account
to be held by the Secured Party pursuant to the provisions of the Security
Agreement and administered as provided in the Credit Agreement and the Security
Agreement; and

                  WHEREAS, the Grantors and the Secured Party desire to amend
certain provisions of the Security Agreement in connection with the Excess Cash
Flow Account;

                  NOW, THEREFORE, the Grantors and the Secured Party hereby
agree as follows:

SECTION 1.        DEFINED TERMS. Capitalized terms used herein and not defined
shall have the respective meanings assigned to such terms in the Credit
Agreement and the Security Agreement.

SECTION 2.        AMENDMENTS TO THE SECURITY AGREEMENT. The Security Agreement
is hereby amended as follows:

                  A.       Section 12 of the Security Agreement is hereby
amended by adding the following paragraph thereto:

                  "Secured Party is hereby authorized to establish and maintain
in the name of Company and under the sole dominion and control of Secured Party,
a restricted blocked deposit account designated as "Playtex Products, Inc.
Excess Cash Flow Account". All amounts at any time held in the Excess Cash Flow
Account shall be beneficially owned by Grantors but shall be held in the name of
Secured Party hereunder, for the benefit of Lenders, as collateral security for
the Secured Obligations upon the terms and conditions set forth herein. Except
as set forth in the Credit Agreement and this Agreement, Grantors shall have no
right to withdraw, transfer or

<PAGE>

otherwise receive any funds deposited into the Excess Cash Flow Account.
Anything contained herein to the contrary notwithstanding, the Excess Cash Flow
Account shall be subject to such applicable laws, and such applicable
regulations of the Board of Governors of the Federal Reserve System and of any
other appropriate banking or governmental authority, as may now or hereafter be
in effect. All deposits of funds in the Excess Cash Flow Account shall be made
by wire transfer (or, if applicable, by intra-bank transfer from another account
of a Grantor) of immediately available funds, in each case addressed in
accordance with instructions of Secured Party. Each Grantor shall, promptly
after initiating a transfer of funds to the Excess Cash Flow Account, give
notice to Secured Party by telefacsimile of the date, amount and method of
delivery of such deposit. Cash held by Secured Party in the Excess Cash Flow
Account shall be invested by Secured Party in Cash Equivalents at the request of
the Borrower, and otherwise shall be maintained as a cash deposit in the Excess
Cash Flow Account pending application thereof as provided in subsections 6.3(d)
and 6.15 of the Credit Agreement or as elsewhere provided in this Agreement. To
the extent permitted under Regulation Q of the Board of Governors of the Federal
Reserve System, any cash held in the Excess Cash Flow Account and not invested
as provided above shall bear interest at the standard rate paid by Secured Party
to its customers for deposits of like amounts and terms. Subject to Secured
Party's rights hereunder, any interest earned on deposits of cash in the Excess
Cash Flow Account shall be deposited directly in, and held in, the Excess Cash
Flow Account."

                  B.       Section 16 of the Security Agreement is hereby
amended by adding the following as subsection (d):

                  `(d)     EXCESS CASH FLOW ACCOUNT. If an Event of Default has
         occurred and is continuing, at the direction of Required Lenders,
         amounts on deposit in the Excess Cash Flow Account shall be applied as
         provided in subsection 6.9(b) of the Credit Agreement.'

SECTION 3.        MISCELLANEOUS.

         3.1      This Amendment shall become effective upon the execution and
delivery of counterparts hereof by the Grantors and the Secured Party.

         3.2      Except as specifically amended by this Amendment, the Security
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.

         3.3      Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.

         3.4      THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         3.5      This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be

<PAGE>

deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

         3.6      All references to the Security Agreement contained in the
Security Agreement and the other Loan Documents and the other documents and
instruments delivered pursuant to or in connection therewith shall mean the
Security Agreement, as amended hereby and as may in the future be amended,
restated, supplemented or modified from time to time.

         3.7      The parties hereto shall, at any time and from time to time
following the execution of this Amendment, execute and deliver all such further
instruments and take all such further actions as may be reasonably necessary or
appropriate in order to carry out the provisions of this Amendment.



<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

         GRANTORS:                      PLAYTEX PRODUCTS, INC.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        PLAYTEX INVESTMENT CORP.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        PLAYTEX INVESTMENT CORP.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        PLAYTEX INTERNATIONAL CORP.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        PLAYTEX MANUFACTURING, INC.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        PLAYTEX SALES AND SERVICES, INC.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        SUN PHARMACEUTICALS CORP.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------

<PAGE>

                                        SMILE-TOTE, INC.
                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        TH MARKETING CORP.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        PERSONAL CARE HOLDINGS, INC.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        PERSONAL CARE GROUP, INC.

                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------


                                        CAREWELL INDUSTRIES, INC.
                                        By: /s/ Glenn A. Forbes
                                            -----------------------------------
                                        Title: Executive Vice President
                                               --------------------------------

<PAGE>


         SECURED PARTY:                 CREDIT SUISSE FIRST BOSTON, as Secured
                                        Party


                                        By: /s/ Paul J. Corona
                                            -----------------------------------
                                        Name:   Paul J. Corona
                                        Title:  Director


                                        By: /s/ Dana F. Klein
                                            -----------------------------------
                                        Name:   Dana F. Klein
                                        Title:  Director


</TEXT>
</DOCUMENT>
