▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Energizer Holdings, Inc.
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President -
Finance and Control
Gentlemen:
Reference is hereby made to the 5-Year Credit Agreement dated as of ▇▇▇▇▇
▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, a corporation organized under the laws
of the State of Missouri (the "▇▇▇▇▇▇▇") as the initial borrower prior to the
assignment to and assumption by Energizer Holdings, Inc., a corporation
organized under the laws of the State of Missouri ("Borrower"), the financial
institutions parties thereto as lenders, Bank One, NA, in its capacity as
administrative agent, Bank of America, N.A., in its capacity as syndication
agent, and Wachovia Bank, N.A., in its capacity as documentation agent (the
"5-Year Credit Agreement"). Capitalized terms used herein and not defined
herein shall have the meanings given to them in the 5-Year Credit Agreement.
In connection with the consummation of the Transactions, ▇▇▇▇▇▇▇ has
requested a term loan in the aggregate principal amount of $67,000,000 (the
"Term Loan") which would be made in a single advance on March 30, 2000 and would
mature on the date which is the earliest of (1) if the Spin-Off and Debt
Assumption have not occurred prior thereto, April 4, 2000; (2) the date of
receipt by the Borrower or any of its Subsidiaries of proceeds from the initial
funding under the Receivables Purchase Documents; and (3) April 14, 2000.
Amounts repaid by ▇▇▇▇▇▇▇ or the Borrower with respect to the Term Loan may not
be reborrowed.
Bank One, NA (the "Lender") is pleased to agree to make such Term Loan to
▇▇▇▇▇▇▇, to be assigned to and assumed by the Borrower pursuant to the Debt
Assumption Agreement, subject to the terms and conditions of this letter.
(a) The Term Loan will be evidenced and governed by the Lender's
standard form of master note (the "Note"), a copy of which is attached hereto.
The Term Loan shall bear interest at a rate equal to the Lender's corporate base
rate of interest announced by the Lender from time to time minus 2.00%, changing
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when and as the corporate base rate changes, with interest payable on the
Maturity Date, and on demand thereafter.
(b) Interest and fees will be computed on the basis of actual days
elapsed on a 365-day year basis.
(c) ▇▇▇▇▇▇▇ will use the proceeds of the Term Loan for general
corporate purposes.
(d) ▇▇▇▇▇▇▇ and the Borrower will provide the Lender with each of the
following before the Term Loan is funded: (i) an appropriate corporate
resolution, (ii) an incumbency certificate, (iii) an opinion of counsel, (iv) an
officer's certificate from the Borrower certifying that the Receivables Purchase
Documents have been executed by all the parties thereto and all conditions to
effectiveness thereof and the initial purchase thereunder have been met other
than the consummation of the Spin-Off and (v) ▇▇▇▇▇▇▇ and the Borrower shall
have executed the Debt Assumption Agreement.
(e) The Lender shall have no obligation to make the Term Loan
hereunder (and the Term Loan and all accrued and unpaid interest thereon, at the
option of the Lender, may be declared immediately due and payable without
notice) if: (i) there is any failure by ▇▇▇▇▇▇▇ or the Borrower to pay any
principal, interest, fees, or other obligations when due under this letter, the
Note, or any other agreement or arrangement with the Lender, (ii) there exists
any default under the Note, or any violation or failure to comply with any
provision of this letter or the Note and such default or failure shall continue
unremedied for thirty (30) days after the earlier to occur of (a) the date on
which written notice from the Lender is received by the Borrower of such breach
and (b) the date on which a member of the Senior Management Team of the Borrower
had knowledge of the existence of such breach or should have known of the
existence of such breach, (iii) there occurs any material adverse change in the
condition or results of operations of the Borrower and its Subsidiaries, taken
as a whole, since the date of the quarterly financial statements most recently
delivered to the Lender prior to the date of this letter, (iv) any litigation is
pending or threatened against the Borrower or any Subsidiary which would
reasonably be expected to have a material adverse effect on the financial
condition or results of operations of the Borrower and its Subsidiaries, taken
as a whole, or on the ability of ▇▇▇▇▇▇▇ or the Borrower to consummate the
Transactions; (v) there is a material default under any agreement governing
indebtedness of the Borrower or any Subsidiary which individually or together
with such other indebtedness as to which any such failure or breach exists has
an aggregate outstanding principal amount equal to or greater than $30,000,00,
(vi) any petition is filed by or against ▇▇▇▇▇▇▇, the Borrower or any Material
Subsidiary of the Borrower under the Federal Bankruptcy Code or similar state
law, (vii) ▇▇▇▇▇▇▇, the Borrower or any Material Subsidiary of the Borrower
becomes insolvent, howsoever evidenced or (viii) other than as a result of the
consummation of the Spin-Off, ▇▇▇▇▇▇▇ shall cease to own, directly or
indirectly, all of the outstanding capital stock of the Borrower. The Lender
may require a certificate of compliance with these conditions from the
Borrower's Chief Financial Officer or Treasurer as a condition to making any
loan hereunder.
(f) From and after the Maturity Date, the Lender may make assignments
and sell participations in the Term Loan, and may disclose information pertain-
ing to the Borrower to prospective assignees and participants. Any such assign-
ment may be made only with the Borrower's consent (which consent will not
unreasonably be withheld).
(g) The Lender and any other person or entity with an interest in the
Note (a "Holder") shall hold all nonpublic information obtained in connection
With this Letter Agreement and identified as such by the Borrower in accordance
With such Holder's customary procedures for handling confidential information of
This nature and in accordance with safe and sound commercial lending or
Investment practices and in any event may make disclosure reasonably required by
a prospective Holder in connection with a contemplated participation or assign-
ment permitted by the immediately prior paragraph or as required or requested
by any governmental authority or any securities exchange or similar self-
regulatory organization or representative thereof or pursuant to a regulatory
examination or legal process and shall require any such prospective Holder
to agree (and require any of its transferees to agree) to comply with the pro-
visions hereof. In no event shall the Lender or any Holder be obligated or
required to return any materials furnished by the Borrower; provided,
however, each prospective Holder shall be required to agree that if it does
not become a participant or assignee it shall return all materials furnished
to it by or on behalf of the Borrower in connection with this Letter
Agreement.
(h) This letter agreement shall be effective as of the date of this
letter when the Borrower has signed and returned to the Lender a copy of this
letter.
(i) THIS LETTER AND THE NOTE SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF ILLINOIS. BOTH PARTIES HERETO HEREBY WAIVE TRIAL BY JURY
IN THE EVENT THIS LETTER OR THE NOTE BECOMES THE SUBJECT OF A DISPUTE.
Very truly yours,
BANK ONE, NA
(Main Office Chicago)
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Accepted and agreed:
▇▇▇▇▇▇▇ PURINA COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
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Effective as of April 1, 2000,
assigned to and assumed pursuant
to the terms of that certain Debt
Assignment, Assumption
and Release Agreement
dated as of April 1, 2000 among ▇▇▇▇▇▇▇,
the Borrower and the Bank
ENERGIZER HOLDINGS, INC.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Executive Vice President - Finance and Control
MASTER NOTE
(FLOATING RATE)
$67,000,000 Date: March 30, 2000
FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ PURINA COMPANY ("▇▇▇▇▇▇▇") or, after consummation of
the "Debt Assumption" (as such term is defined in the 5-Year Credit Agreement
referenced in the Letter Agreement referred to below), ENERGIZER HOLDINGS, INC.
(the "Borrower") promises to pay to the order of BANK ONE, NA (the "Bank"), in
lawful money of the United States at the office of the Bank at ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or as the Bank may otherwise direct, the lesser of
Sixty-Seven Million and NO/100ths Dollars ($67,000,000) or the aggregate
outstanding unpaid principal amount of loans evidenced hereby ("Loans"),
together with interest as provided below.
Any person authorized to borrow on behalf of ▇▇▇▇▇▇▇ (an "Authorized Person")
may request a Loan by telephone or telex. ▇▇▇▇▇▇▇ and the Borrower agree that
the Bank is authorized to honor requests which it believes, in good faith, to
emanate from an Authorized Person, whether in fact that be the case or not.
All Loans shall bear interest at a rate equal to the corporate base rate of
interest announced by the Bank from time to time minus 2.00%, changing when and
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as the corporate base rate changes. The Loans shall be payable on the "Maturity
Date" (as such term is defined in the Letter Agreement defined below). Interest
on the Loans shall be payable on the Maturity Date and on demand thereafter.
Any Loan which is not paid on the Maturity Date (or any earlier accelerated
maturity date or date when due) shall bear interest at a rate equal to the
corporate base rate of interest announced by the Bank from time to time,
changing when and as the corporate base rate changes.
Each payment of principal or interest hereunder shall be made in immediately
available funds in United States Dollars. If any payment shall become due and
payable on a Saturday, Sunday or legal holiday under the laws of Illinois, such
payment shall be made on the next succeeding business day in Illinois and any
such extended time of the payment of principal or interest shall be included in
computing interest. All interest hereunder shall be computed for the actual
number of days elapsed on a 365-day year basis. ▇▇▇▇▇▇▇ and the Borrower hereby
authorize the Bank to deposit the proceeds of Loans to ▇▇▇▇▇▇▇'▇ account at the
Bank or such other account as may be designated by ▇▇▇▇▇▇▇. The Borrower hereby
authorizes the Bank to charge payments of principal and interest against, the
Borrower's deposit account with the Bank.
The Loans may be prepaid by ▇▇▇▇▇▇▇ or the Borrower, without premium or penalty.
Amounts prepaid or repaid may not be reborrowed.
▇▇▇▇▇▇▇ and the Borrower hereby authorize the Bank to record Loans, interest
rates, repayments, and payment dates on the schedule attached to this Note or
otherwise in accordance with the Bank's usual practice. The obligation of
▇▇▇▇▇▇▇ and, after the Debt Assumption, the Borrower to repay each Loan made
hereunder shall be absolute and unconditional notwithstanding any failure of the
Bank to enter such amounts on such schedule or to receive written confirmation
of the transaction from the ▇▇▇▇▇▇▇ or the Borrower. If the Bank requests a
written confirmation of a requested Loan, ▇▇▇▇▇▇▇ or the Borrower will confirm
the terms of each Loan by mailing a confirmation letter to the Bank signed by
any Authorized Person. If the Bank elects to confirm the terms of a Loan to the
Borrower, the Borrower will notify the Bank in writing within 10 business days
after the Borrower's receipt of such confirmation if it believes such
confirmation to be inaccurate, and the Borrower hereby waives any right to
contest the accuracy of such confirmation after such 10-business day period. In
the event of disagreement as to the terms of a transaction, the Bank's records
shall govern, absent manifest error.
From and after the Maturity Date, the Bank may elect to sell participations in
or assign its rights under Loans. ▇▇▇▇▇▇▇ and the Borrower agree that if it
fails to pay any Loan when due, any purchaser of an interest in such Loan shall
be entitled to seek enforcement of this note if the purchaser is permitted to do
so pursuant to the terms of the participation agreement between the Bank and
such purchaser.
This Note is the Note issued pursuant to, and is entitled to the benefits of,
the letter agreement between ▇▇▇▇▇▇▇ and the Bank dated of even date herewith
(which, as it may be amended or modified and in effect from time to time, is
herein called the "Letter Agreement"), to which Letter Agreement reference is
hereby made for a statement of the terms and conditions governing this Note,
including the terms and conditions under which the maturity of this Note may be
accelerated. Nothing in this Note shall constitute a commitment to make loans
to ▇▇▇▇▇▇▇ or the Borrower.
If any amount payable hereunder is not paid when due or upon demand, as
applicable, then any indebtedness from the Bank to ▇▇▇▇▇▇▇, if the Debt
Assumption has not occurred, or the Borrower may be offset and applied toward
the payment of all unpaid principal, interest and fees payable hereunder,
whether or not such amounts, or any part thereof, shall then be due. ▇▇▇▇▇▇▇
and the Borrower expressly waive any presentment, demand, protest or notice in
connection with this note now, or hereafter, required by applicable law and
agree to pay all costs and expenses of collection.
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAW (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF ILLINOIS, GIVING EFFECT, HOWEVER, TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS. ▇▇▇▇▇▇▇, THE BORROWER AND THE BANK EACH HEREBY WAIVE TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS NOTE OR THE RELATIONSHIP ESTABLISHED
HEREUNDER.
▇▇▇▇▇▇▇ PURINA COMPANY
By:----------------------------
Title:-------------------------
Effective as of April __, 2000,
assigned to and assumed pursuant
to the terms of that certain Debt
Assignment, Assumption
and Release Agreement
dated as of April __, 2000 among ▇▇▇▇▇▇▇,
the Borrower and the Bank
ENERGIZER HOLDINGS, INC.
By:____________________________________
Title:___________________________________