Xxxxx 00, 0000
Xxxxxxx Xxxxxx Company
Xxxxxxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxxx
Chief Financial Officer
Energizer Holdings, Inc.
Xxxxxxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx
Executive Vice President -
Finance and Control
Gentlemen:
Reference is hereby made to the 5-Year Credit Agreement dated as of Xxxxx
00, 0000 xxxxx Xxxxxxx Xxxxxx Company, a corporation organized under the laws
of the State of Missouri (the "Xxxxxxx") 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, Xxxxxxx 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 Xxxxxxx 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
Xxxxxxx, 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
-----
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) Xxxxxxx will use the proceeds of the Term Loan for general
corporate purposes.
(d) Xxxxxxx 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) Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx, the Borrower or any Material
Subsidiary of the Borrower under the Federal Bankruptcy Code or similar state
law, (vii) Xxxxxxx, 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, Xxxxxxx 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 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) 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 assignment
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 provisions 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/ Bank One, N.A.
Title:
Accepted and agreed:
XXXXXXX PURINA COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
ENERGIZER HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Title: Executive Vice President, Finance and Control
