▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ("▇▇▇▇▇▇▇") 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 (the "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 from Bank of America, N.A. (the "Lender") in the
aggregate principal amount of $175,000,000 (the "Term Loan") which would be made
in a single advance on or prior to March 31, 2000 and would mature on the date
which is the earliest of (a) if the Spin-Off and Debt Assumption have not
occurred prior thereto, April 4, 2000; (b) the date of receipt by the Borrower
or any of its Subsidiaries of proceeds from the initial funding under the
$175,000,000 senior notes of the Borrower issued in three series due April 1,
2003, April 1, 2005 and April 1, 2007, respectively (the "Senior Notes"); and
(c) April 10, 2000.
Amounts repaid by ▇▇▇▇▇▇▇ or the Borrower may not be reborrowed.
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 in the form of Exhibit "A" hereto (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 as Exhibit
"B". The Term Loan or portions thereof ("Loans" under and as defined in the
Note) shall bear interest at a rate equal to the Lender's prime rate of interest
announced by the Lender from time to time minus 2.00%, changing when and as such
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prime 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 360-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 ▇▇▇▇▇▇▇ certifying that (A) each of the 5-Year Credit
Agreement and the 364-Day Credit Agreement has been executed by all parties
thereto (including Bank of America, N.A.) and all conditions to effectiveness
thereof have been met, (B) the letter agreement between Bank One, N.A. ("Bank
One") and ▇▇▇▇▇▇▇ providing for a term loan in an amount at least equal to
$60,000,000 by Bank One and all documents related thereto have been executed by
all parties thereto and all conditions to effectiveness thereof have been met,
and (C) there is at least $175,000,000 in aggregate borrowing capacity available
to ▇▇▇▇▇▇▇ under one or more committed credit facilities, 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, (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 might 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 default
under any agreement governing indebtedness of the Borrower or any Subsidiary,
(vi) any petition is filed by or against ▇▇▇▇▇▇▇, the Borrower or any Subsidiary
of the Borrower under the Federal Bankruptcy Code or similar state law, (vii)
▇▇▇▇▇▇▇, the Borrower or any 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, (ix) prior to consummation of the
Spin-Off, there is less than $175,000,000 in aggregate borrowing capacity
available to ▇▇▇▇▇▇▇ under its committed credit facilities, (x) after
consummation of the Spin-Off, there is less than $175,000,000 in aggregate
borrowing capacity available under the 5-Year Credit Agreement and the 364-Day
Credit Agreement, or (xi) there shall have occurred an adverse change in the
market for private placement of senior debt or a disruption of, or an adverse
change in, financial, banking or capital market conditions, in each case as
determined by the Lender. "Subsidiary" means (i) any corporation of which more
than 50% of the outstanding securities having ordinary voting power is owned or
controlled, directly or indirectly, by the Borrower or by one or more of its
Subsidiaries, or (ii) any partnership, association, joint venture or similar
business organization of which more than 50% of the ownership interests having
ordinary voting power are so owned or controlled. 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) The Lender may make assignments and sell participations in the Term
Loan, and may disclose information pertaining to the Borrower to prospective
assignees and participants. Any such assignment may be made only with the
Borrower's consent (which consent will not unreasonably be withheld).
(g) 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.
(h) This letter agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.
(i) THIS LETTER AND THE NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF TEXAS. 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 OF AMERICA, N.A.
By: /s/ Bank of America, N.A.
Title:
Accepted and agreed:
▇▇▇▇▇▇▇ PURINA COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
ENERGIZER HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President, Finance and Control