Common use of Brazilian Restructuring Clause in Contracts

Brazilian Restructuring. EII shall form a new, wholly owned ------------------------ Subsidiary, Energizer do Brasil, Ltda.("Energizer do Brasil"), a Brazilian corporation. ▇▇▇▇▇▇▇ Purina do Brasil Ltda.("RP do Brasil"), a Brazilian corporation, shall sell to Energizer do Brasil all of the Assets and Liabilities associated with its ownership and operation of the Battery Business in Brazil, other than external debt, all of which RP do Brasil shall retain. The purchase price shall be equal to the statutory net book value of such Business as of March 31, 2000, excluding such external debt. Prior to the Distribution Date, EII shall distribute to ▇▇▇▇▇▇▇ in the form of a dividend all of its stock interest in RP do Brasil. Prior to the Distribution, EII will also assign to Checkerboard Holding Company ("Checkerboard Holding"), a Delaware corporation, an intercompany note evidencing debt owed from RP do Brasil to EII.

Brazilian Restructuring. EII shall form a new, wholly owned ------------------------ Subsidiarysubsidiary, Energizer do Brasil, Ltda.("Energizer do Brasil")Newco 2, a Brazilian corporation. ▇▇▇▇▇▇▇ Purina do Brasil Ltda.("RP do Brasil"), a Brazilian corporation, shall sell to Energizer do Brasil Newco 2 all of the Assets and Liabilities associated with its ownership and operation of the Battery Business in Brazil, other than a portion of external debt, all of debt which RP do Brasil shall retain. The purchase price shall be equal to the statutory net book value of such Business as of March 31, 2000, excluding such that portion of external debtdebt which is retained by RP do Brasil. Prior to the Distribution Date, EII shall distribute to ▇▇▇▇▇▇▇ in the form of a dividend all of its stock interest in RP do Brasil. Prior to the Distribution, EII will also assign to Checkerboard Holding Company ("Checkerboard Holding"), a Delaware corporation, an intercompany note evidencing debt owed from RP do Brasil to EII.