EXECUTION COPY


                            364-DAY CREDIT AGREEMENT
                           Dated as of March 30, 2000
                                      among
                             RALSTON PURINA COMPANY
                             as the initial Borrower
                           prior to the assignment to
                                and assumption by
                            ENERGIZER HOLDINGS, INC.
                       THE INSTITUTIONS FROM TIME TO TIME
                            PARTIES HERETO AS LENDERS
                                  BANK ONE, NA,
                             AS ADMINISTRATIVE AGENT

                              BANK OF AMERICA, N.A.
                              AS SYNDICATION AGENT

                                       AND

                               WACHOVIA BANK, N.A.
                             AS DOCUMENTATION AGENT




                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Sole Bookrunner




                                 SIDLEY & AUSTIN
                                 Bank One Plaza
                            10 South Dearborn Street
                            Chicago, Illinois  60603




<PAGE>

                            364-DAY CREDIT AGREEMENT
     This  364-Day  Revolving  Credit  Agreement  dated  as of March 30, 2000 is
entered  into  among  RALSTON  PURINA  COMPANY,  a  Missouri  corporation,  the
institutions  from  time to time parties hereto as Lenders, whether by execution
of  this Agreement or an Assignment Agreement pursuant to Section 13.3, and BANK
                                                          ------------
ONE,  NA,  having  its principal office in Chicago, Illinois, in its capacity as
Administrative  Agent, BANK OF AMERICA, N.A., as Syndication Agent, and WACHOVIA
BANK,  N.A.,  as  Documentation  Agent.  The  parties  hereto  agree as follows:
ARTICLE  I:     DEFINITIONS
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1.1     Certain  Defined  Terms.  In  addition  to  the terms defined above, the
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following  terms  used  in  this  Agreement  shall  have the following meanings,
applicable  both  to  the  singular  and  the plural forms of the terms defined.
     As  used  in  this  Agreement:
"ACCOUNTING  CHANGE"  is  defined  in  Section  10.9  hereof.
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"ACQUISITION"  means  any  transaction,  or  any series of related transactions,
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consummated on or after the date of this Agreement, by which the Borrower or any
of  its Subsidiaries (i) acquires any going business or all or substantially all
of  the  assets  of  any  firm, corporation or division thereof, whether through
purchase  of assets, merger or otherwise or (ii) directly or indirectly acquires
(in  one  transaction  or  as  the  most  recent  transaction  in  a  series  of
transactions)  at  least  a majority (in number of votes) of the securities of a
corporation  which  have  ordinary  voting  power  for the election of directors
(other  than  securities  having such power only by reason of the happening of a
contingency)  or  a  majority (by percentage of voting power) of the outstanding
equity  interests  of  another  Person.
"ADJUSTMENT  DATE"  means each date on which the opening pro forma balance sheet
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of  Energizer  and  its  consolidated  Subsidiaries,  after giving effect to the
Spin-Off Transactions, is adjusted, which adjustments shall occur simultaneously
with the adjustments made pursuant to the Reorganization Agreement to verify the
calculation  of  the  "Indebtedness"  and  "Cash  Holdings" of Energizer and its
Affiliates  thereunder.
"ADMINISTRATIVE  AGENT"  means  Bank  One  in  its  capacity  as  contractual
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representative  for itself and the Lenders pursuant to Article XI hereof and any
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successor  Administrative  Agent  appointed  pursuant  to  Article  XI  hereof.
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"ADVANCE"  means a borrowing hereunder consisting of the aggregate amount of the
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several  Loans  made by the Lenders to the Borrower of the same Type and, in the
case  of  Eurodollar  Rate  Advances,  for  the  same  Interest  Period.
"AFFECTED  LENDER"  is  defined  in  Section  2.19  hereof.
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"AFFILIATE"  of  any  Person  means  any  other  Person  directly  or indirectly
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controlling,  controlled  by or under common control with such Person.  A Person
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shall  be  deemed  to  control  another  Person if the controlling Person is the
"beneficial  owner"  (as defined in Rule 13d-3 under the Securities Exchange Act
of  1934)  of  greater  than  ten  percent  (10%) or more of any class of voting
securities  (or  other  voting interests) of the controlled Person or possesses,
directly  or  indirectly,  the  power  to  direct  or cause the direction of the
management  or  policies  of the controlled Person, whether through ownership of
Capital  Stock,  by  contract  or  otherwise.
"AGGREGATE  REVOLVING LOAN COMMITMENT" means the aggregate of the Revolving Loan
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Commitments  of all the Lenders, as may be reduced from time to time pursuant to
the  terms  hereof.  The  initial  Aggregate  Revolving  Loan  Commitment is Two
Hundred  Twenty-Five  Million  and  00/100  Dollars  ($225,000,000.00).
"AGREEMENT"  means this 364-Day Credit Agreement, as it may be amended, restated
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or  otherwise  modified  and  in  effect  from  time  to  time.
"AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting principles
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as  in  effect  in  the  United  States  from  time to time, applied in a manner
consistent  with  that  used  in preparing the financial statements of Energizer
referred  to  in  Section  6.7  hereof; provided, however, except as provided in
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Section 10.9, that with respect to the calculation of financial ratios and other
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financial  tests  required  by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United States
as  of the date of this Agreement, applied in a manner consistent with that used
in  preparing  the  financial statements of Energizer referred to in Section 6.7
                                                                     -----------
hereof.
"ALTERNATE  BASE  RATE"  means,  for any day, a fluctuating rate of interest per
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annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of
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(a)  the  Federal  Funds  Effective  Rate  for  such day and (b) one-half of one
percent  (0.5%)  per  annum.
"APPLICABLE FACILITY FEE PERCENTAGE" means, as at any date of determination, the
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rate  per annum then applicable in the determination of the amount payable under
Section  2.14(C)(i)  hereof  determined  in  accordance  with  the provisions of
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Section  2.14(D)(ii)  hereof.
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"APPLICABLE  MARGIN"  means, as at any date of determination, the rate per annum
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then  applicable  to Advances of any Type at such time, determined in accordance
with  the  provisions  of  Section  2.14(D)(ii)  hereof.
                           --------------------
"ARRANGER"  means  Banc  One  Capital Markets, Inc., in its capacity as the lead
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arranger  and  sole  bookrunner  for  the  loan  transaction  evidenced  by this
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Agreement.
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"ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement entered into
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in  connection with an assignment by a Lender pursuant to Section 13.3 hereof in
                                                          ------------
substantially  the  form  of  Exhibit  C.
                              ----------
"ASSET  SALE"  means,  with  respect to any Person, the sale, lease, conveyance,
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disposition  or other transfer by such Person of any of its assets (including by
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way of a sale-leaseback transaction, and including the sale or other transfer of
any of the Equity Interests of any Subsidiary of such Person) other than (i) the
sale  of Inventory in the ordinary course of business and (ii) the sale or other
disposition  of any obsolete manufacturing Equipment disposed of in the ordinary
course  of  business.
"AUTHORIZED  OFFICER"  means any of the President, any Vice President (including
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any  Executive  Vice President) or the Treasurer of the Borrower, acting singly.
"BANK  BOOK"  is  defined  in  Section  6.7(A)  hereof.
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"BANK ONE" means Bank One, NA, having its principal office in Chicago, Illinois,
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in  its  individual  capacity,  and  its  successors.
"BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35) of ERISA
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(other  than  a  Multiemployer Plan or Foreign Pension Plan) in respect of which
Energizer  or  any  other  member  of  the  Controlled  Group  is, or within the
immediately  preceding  six  (6)  years was, an "employer" as defined in Section
3(5)  of  ERISA.
"BORROWER" means (i) for the period from the Closing Date until the consummation
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of  the Debt Assumption, Ralston and (ii) from and after the consummation of the
Debt  Assumption,  Energizer,  in  each  case,  together with its successors and
assigns,  including  a  debtor-in-possession  on  behalf  of  the  Borrower.
"BORROWING  DATE"  means  a  date  on  which  an  Advance  is  made  hereunder.
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"BORROWING/ELECTION  NOTICE"  is  defined  in  Section  2.7  hereof.
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"BRIDGE FACILITIES" means any temporary bridge financing to be provided in favor
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of  Ralston, all or a portion of which may be assumed by Energizer in connection
with  the  Spin-Off,  which  shall  be refinanced by Energizer shortly after the
Spin-Off  Date  with  the  Receivables Purchase Facility and/or the Senior Notes
and/or  cash  on  hand.
"BUSINESS  DAY"  means  (i)  with  respect  to  any  borrowing,  payment or rate
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selection  of Loans bearing interest at the Eurodollar Rate, a day (other than a
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Saturday  or  Sunday)  on which banks are open for business in Chicago, Illinois
and  on  which dealings in Dollars are carried on in the London interbank market
and (ii) for all other purposes a day (other than a Saturday or Sunday) on which
banks  are  open  for  business  in  Chicago,  Illinois.
"CAPITAL  STOCK"  means (i) in the case of a corporation, capital stock, (ii) in
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the  case  of  an association or business entity, any and all shares, interests,
participations,  rights  or  other equivalents (however designated) of corporate
stock,  (iii)  in  the  case  of  a  partnership, partnership interests (whether
general or limited) and (iv) any other interest or participation that confers on
a  Person  the  right  to  receive  a  share  of  the  profits and losses of, or
distributions  of  assets  of,  the  issuing  Person.
"CAPITALIZED  LEASE"  of  a Person means any lease of property by such Person as
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lessee  which would be capitalized on a balance sheet of such Person prepared in
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accordance  with  Agreement  Accounting  Principles.
"CAPITALIZED  LEASE OBLIGATIONS" of a Person means the amount of the obligations
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of  such Person under Capitalized Leases which would be capitalized on a balance
sheet  of  such  Person  prepared  in  accordance  with  Agreement  Accounting
Principles.
"CASH  EQUIVALENTS"  means  (i)  marketable  direct  obligations  issued  or
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unconditionally  guaranteed  by  the  United States government and backed by the
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full  faith  and  credit  of  the  United  States  government; (ii) domestic and
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Eurodollar  certificates  of deposit and time deposits, bankers' acceptances and
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floating  rate  certificates  of deposit issued by any commercial bank organized
under  the  laws  of  the  United  States,  any  state  thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days);  (iii)  shares  of money market, mutual or similar funds having assets in
excess  of $100,000,000 and at least 95% of the investments of which are limited
to  investment  grade securities (i.e., securities rated at least Baa by Moody's
Investors Service, Inc. or at least BBB by Standard & Poor's Ratings Group); and
(iv)  commercial  paper  of  United  States  and  foreign banks and bank holding
companies  and  their  subsidiaries  and  United  States  and  foreign  finance,
commercial  industrial  or  utility companies which, at the time of acquisition,
are  rated  A-1 (or better) by Standard & Poor's Ratings Group or P-1 by Moody's
Investors  Service,  Inc.; provided that the maturities of such Cash Equivalents
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described  in  the foregoing clauses (i) through (iv) shall not exceed 365 days;
(v)  repurchase  obligations  of any commercial bank organized under the laws of
the  United  States,  any  state  thereof, the District of Columbia, any foreign
bank,  or its branches or agencies having a term not more than thirty (30) days,
with  respect  to securities issued or fully guaranteed or insured by the United
States  government; (vi) securities with maturities of one year or less from the
date  of  acquisition  issued  or  fully  guaranteed by any state, commonwealth,
territory, political subdivision, taxing authority or by any foreign government,
the  securities  of which state, commonwealth, territory, political subdivision,
taxing  authority  or foreign government (as the case may be) are rated at least
BBB  by  Standard  &  Poor's  Ratings Group or at least Baa by Moody's Investors
Service,  Inc.;  (vii)  securities  with maturities of one year or less from the
date of acquisition backed by standby letters of credit issued by any commercial
bank  organized  under  the  laws of the United States, any state thereof or the
District  of Columbia (which commercial bank shall have a short-term debt rating
of  A-1  (or  better)  by  Standard  &  Poor's  Ratings  Group or P-1 by Moody's
Investors  Service, Inc.), or by any foreign bank (which foreign bank shall have
a  rating  of B or better from Thomson BankWatch Global Issuer Rating or, if not
rated  by Thomson BankWatch Global Issuer Rating, which foreign bank shall be an
institution  acceptable  to  the  Administrative  Agent),  or  its  branches  or
agencies;  or (viii) shares of money market mutual or similar funds at least 95%
of  the  assets of which are invested in the types of investments satisfying the
requirements  of  clauses  (i)  through  (vii)  of  this  definition.
"CHANGE"  is  defined  in  Section  4.2  hereof.
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"CHANGE  OF  CONTROL"  means  an  event  or  series  of  events  by  which:
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(i)     any  "person"  or  "group"  (within  the  meaning  of Sections 13(d) and
14(d)(2)  of the Securities Exchange Act of 1934) becomes the "beneficial owner"
(as  defined  in Rule 13d-3 under the Securities Exchange Act of 1934), directly
or  indirectly,  of thirty percent (30%) or more of the voting power of the then
outstanding  Capital  Stock  of  Energizer  entitled  to  vote  generally in the
election  of the directors of Energizer (other than Ralston at any time prior to
the  consummation  of  the  Spin-Off);
(ii)     during  any  period  of  12  consecutive  calendar months, the board of
directors  of  Energizer  shall  cease  to  have  as  a  majority of its members
individuals  who  either:
(a)     were  directors  of  Energizer  on  the  first  day  of  such  period,
(b)     were  elected  or  nominated  for  election to the board of directors of
Energizer  at  the recommendation of or other approval by at least a majority of
the  directors  then  still in office at the time of such election or nomination
who  were  directors  of  Energizer  on  the  first day of such period, or whose
election  or  nomination  for  election  was  so  approved,  or
(c)     were  directors  of  Energizer  on  the first Business Day following the
Spin-Off  Date;
(iii)     other than as a result of a transaction not prohibited under the terms
     of  this  Agreement,  Energizer  (a)  shall  cease  to  own,  of record and
beneficially,  with  sole  voting and dispositive power, 100% of the outstanding
shares  of Capital Stock of each of the Subsidiary Guarantors or (b) shall cease
to  have  the  power, directly or indirectly, to elect all of the members of the
board  of  directors  of  each  of  the  Subsidiary  Guarantors;  or
(iv)     Energizer  consolidates  with  or  merges  into  another corporation or
conveys,  transfers  or  leases  all or substantially all of its property to any
Person, or any corporation consolidates with or merges into Energizer, in either
event  pursuant  to  a  transaction  in  which  the outstanding Capital Stock of
Energizer  is  reclassified or changed into or exchanged for cash, securities or
other  property.
     "CLOSING  DATE"  means  the  date  of  this  Agreement.
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"CODE"  means  the  Internal  Revenue  Code  of  1986,  as  amended, reformed or
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otherwise  modified  from  time  to  time.
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"COMMISSION"  means  the Securities and Exchange Commission of the United States
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of  America  and  any  Person  succeeding  to  the  functions  thereof.
"COMMITMENT  TERMINATION  DATE"  means  the  earliest  of (a) the Revolving Loan
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Termination  Date,  (b)  the  date  of  termination  in  whole  of the Aggregate
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Revolving  Loan  Commitment pursuant to Section 2.5 hereof or the Revolving Loan
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Commitments  pursuant  to  Section  9.1  hereof  (other than pursuant to Section
                           ------------                                  -------
2.2(b))  and  (c)  if  the  Spin-Off and Debt Assumption have not occurred prior
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thereto,  April  4,  2000.
"CONSENT  DATE"  is  defined  in  Section  2.2(a)  hereof.
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"CONSOLIDATED  ASSETS"  means the total assets of Energizer and its Subsidiaries
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on  a  consolidated  basis.
"CONSOLIDATED  NET  WORTH"  means,  as  of  any  date  of  determination,  the
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consolidated  total  stockholders'  equity  (including capital stock, additional
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paid-in  capital  and  retained  earnings)  of  Energizer  and  its consolidated
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Subsidiaries  determined  in  accordance  with  Agreement Accounting Principles.
 --
"CONTAMINANT"  means any waste, pollutant, hazardous substance, toxic substance,
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hazardous  waste,  special  waste,  petroleum  or petroleum-derived substance or
waste,  asbestos  or polychlorinated biphenyls ("PCBS"), and includes but is not
limited  to  these  terms  as  defined  in  Environmental,  Health  or  Safety
Requirements  of  Law.
"CONTINGENT  OBLIGATION",  as  applied  to  any  Person,  means  any Contractual
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Obligation,  contingent  or  otherwise,  of  that  Person  with  respect  to any
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Indebtedness  of another or other obligation or liability of another, including,
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without  limitation,  any  such Indebtedness, obligation or liability of another
directly  or  indirectly  guaranteed, endorsed (otherwise than for collection or
deposit  in the ordinary course of business), co-made or discounted or sold with
recourse  by  that  Person,  or  in  respect  of  which that Person is otherwise
directly  or indirectly liable, including Contractual Obligations (contingent or
otherwise)  arising  through any agreement to purchase, repurchase, or otherwise
acquire  such Indebtedness, obligation or liability or any security therefor, or
to  provide  funds  for the payment or discharge thereof (whether in the form of
loans,  advances,  stock  purchases,  capital contributions or otherwise), or to
maintain  solvency, assets, level of income, or other financial condition, or to
make  payment  other  than  for  value  received.  The  amount of any Contingent
Obligation  shall be equal to the present value of the portion of the obligation
so  guaranteed  or  otherwise  supported,  in  the  case  of  known  recurring
obligations,  and the maximum reasonably anticipated liability in respect of the
portion  of  the  obligation  so guaranteed or otherwise supported assuming such
Person  is  required  to  perform  thereunder,  in  all  other  cases.
"CONTRACTUAL  OBLIGATION",  as applied to any Person, means any provision of any
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equity or debt securities issued by that Person or any indenture, mortgage, deed
of trust, security agreement, pledge agreement, guaranty, contract, undertaking,
agreement or instrument, in any case in writing, to which that Person is a party
or  by  which it or any of its properties is bound, or to which it or any of its
properties  is  subject.
"CONTROLLED  GROUP" means the group consisting of (i) any corporation which is a
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member  of  the  same  controlled  group  of corporations (within the meaning of
Section  414(b)  of the Code) as Energizer; (ii) a partnership or other trade or
business (whether or not incorporated) which is under common control (within the
meaning of Section 414(c) of the Code) with Energizer; and (iii) a member of the
same affiliated service group (within the meaning of Section 414(m) of the Code)
as  Energizer,  any corporation described in clause (i) above or any partnership
                                             ----------
or  trade  or  business described in clause (ii) above; provided, that after the
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Spin-Off  Date,  such  term  shall  not  include  Ralston.
"CONVERSION  DATE"  is  defined  in  Section  2.2(b).
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"CONVERTED  LOAN  TERMINATION  DATE"  means  the date that is 364 days after the
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Conversion  Date  (or,  if  such  date is not a Business Day, on the immediately
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preceding  Business  Day).
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"CURE  LOAN"  is  defined  in  Section  9.2(iii)  hereof.
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"CUSTOMARY  PERMITTED  LIENS"  means:
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(i)     Liens  (other  than Environmental Liens and Liens in favor of the IRS or
the  PBGC  or  any  Plan)  with  respect to the payment of taxes, assessments or
governmental  charges  in  all  cases  which are not yet due or (if foreclosure,
distraint,  sale  or  other similar proceedings shall not have been commenced or
any  such  proceeding after being commenced is stayed) which are being contested
in  good  faith  by  appropriate  proceedings properly instituted and diligently
conducted  and  with  respect  to  which  adequate reserves or other appropriate
provisions  are being maintained as may be required in accordance with Agreement
Accounting  Principles;
(ii)     statutory  Liens  of  landlords  and  Liens  of  suppliers,  mechanics,
carriers,  materialmen,  warehousemen or workmen and other similar Liens imposed
by  law  created  in  the ordinary course of business for amounts not yet due or
which  are  being  contested  in  good faith by appropriate proceedings properly
instituted  and diligently conducted and with respect to which adequate reserves
or  other  appropriate  provisions  are  being  maintained as may be required in
accordance  with  Agreement  Accounting  Principles;
(iii)     Liens (other than Environmental Liens and Liens in favor of the IRS or
the  PBGC  or  any  Plan)  incurred  or  deposits made in the ordinary course of
business  in  connection  with  workers' compensation, unemployment insurance or
other  types  of  social security benefits or to secure the performance of bids,
tenders,  sales,  contracts  (other  than  for the repayment of borrowed money),
surety, appeal and performance bonds; provided that (A) all such Liens do not in
                                      --------
the  aggregate  materially  detract  from  the  value  of the Borrower's or such
Subsidiary's  assets  or  property taken as a whole or materially impair the use
thereof in the operation of the Borrower's or such Subsidiary's businesses taken
as  a whole, and (B) all Liens securing bonds to stay judgments or in connection
with  appeals  do  not  secure  at  any  time  an  aggregate  amount  exceeding
$30,000,000;
(iv)     Liens arising with respect to zoning restrictions, easements, licenses,
reservations, covenants, rights-of-way, utility easements, building restrictions
and  other  similar charges or encumbrances on the use of real property which do
not  in  any  case  materially  detract  from  the value of the property subject
thereto  or  interfere with the ordinary conduct of the business of the Borrower
or  any  of  its  Subsidiaries;
(v)     Liens  of  attachment  or  judgment  with respect to judgments, writs or
warrants  of  attachment,  or similar process against the Borrower or any of its
Subsidiaries  which  do  not  constitute  a Default under Section 8.1(H) hereof;
                                                          --------------
(vi)     any  interest  or  title  of  the lessor in the property subject to any
operating  lease  entered into by the Borrower or any of its Subsidiaries in the
ordinary  course  of  business;  and
(vii)     Liens  of  commercial  depository institutions arising in the ordinary
course  of  business  constituting  a  statutory  or  common law right of setoff
against  amounts  on  deposit  with  any  such  institution.
     "DEBT  ASSUMPTION"  means the assignment and assumption by Energizer of all
      ----------------
of obligations and liabilities of Ralston hereunder and under the Loan Documents
and  the  concurrent  release  of Ralston from such obligations and liabilities,
which  shall  occur  on  the  Spin-Off  Date,  pursuant  to the Debt Assignment,
Assumption  and  Release  Agreement  in  the  form attached as Exhibit I to this
                                                               ---------
Agreement  (the  "DEBT  ASSUMPTION  AGREEMENT").
"DEBT  ASSUMPTION  AGREEMENT"  is defined in the definition of "Debt Assumption"
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above.
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"DEFAULT"  means  an  event  described  in  Article  VIII  hereof.
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"DISCLOSED  LITIGATION"  is  defined  in  Section  6.10  hereof.
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"DISQUALIFIED  STOCK"  means  any preferred stock and any Capital Stock that, by
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its  terms  (or by the terms of any security into which it is convertible or for
 -
which  it  is  exchangeable),  or upon the happening of any event, matures or is
mandatorily  redeemable,  pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to  the  date  that  is  91  days  after  the  Revolving  Loan Termination Date.
"DOL"  means  the United States Department of Labor and any Person succeeding to
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the  functions  thereof.
"DOLLAR"  and  "$"  means  dollars  in the lawful currency of the United States.
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"EBIT"  means,  for  any  period,  on a consolidated basis for Energizer and its
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Subsidiaries,  the  sum  of the amounts for such period, without duplication, of
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(i)  Net  Income, plus (ii) Interest Expense to the extent deducted in computing
 -                ----
Net  Income,  plus  (iii) charges against income for foreign, federal, state and
              ----
local  taxes  to  the  extent  deducted  in  computing  Net  Income,  minus (iv)
                                                                      -----
extraordinary  gains to the extent added in computing Net Income, plus (v) other
                                                                  ----
extraordinary  non-cash  charges to the extent deducted in computing Net Income.
"EBITDA"  means,  for  any period, on a consolidated basis for Energizer and its
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Subsidiaries,  the  sum  of the amounts for such period, without duplication, of
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(i) EBIT, plus (ii) depreciation expense to the extent deducted in computing Net
 -        ----
Income,  plus  (iii)  amortization  expense,  including,  without  limitation,
         ----
amortization  of goodwill and other intangible assets, to the extent deducted in
computing  Net  Income.
"ENERGIZER"  means  Energizer  Holdings,  Inc., a Missouri corporation, together
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with  its  permitted successors and assigns, including a debtor-in-possession on
 --
behalf  of  Energizer.
"ENVIRONMENTAL,  HEALTH  OR  SAFETY  REQUIREMENTS  OF  LAW" means all applicable
 ---------------------------------------------------------
foreign,  federal, state and local laws or regulations relating to or addressing
 ----
pollution  or  protection  of the environment, or protection of worker health or
safety, including, but not limited to, the Comprehensive Environmental Response,
Compensation  and  Liability  Act,  42  U.S.C.   9601  et seq., the Occupational
                                                       -- ---
Safety  and  Health  Act  of  1970,  29  U.S.C.   651  et seq., and the Resource
                                                       -- ---
Conservation  and  Recovery  Act of 1976, 42 U.S.C.   6901 et seq., in each case
                                                           -- ---
including  any  amendments  thereto, any successor statutes, and any regulations
promulgated  thereunder,  and  any  state  or  local  equivalent  thereof.
"ENVIRONMENTAL LIEN" means a lien in favor of any Governmental Authority for (a)
 ------------------
any  liability under Environmental, Health or Safety Requirements of Law, or (b)
damages  arising  from,  or  costs  incurred  by  such Governmental Authority in
response  to,  a  Release  or  threatened  Release  of  a  Contaminant  into the
environment.
"ENVIRONMENTAL  PROPERTY  TRANSFER  ACT" means any applicable requirement of law
 --------------------------------------
that conditions, restricts, prohibits or requires any notification or disclosure
 -
triggered  by  the closure of any property or the transfer, sale or lease of any
property or deed or title for any property for environmental reasons, including,
but not limited to, any so-called "Industrial Site Recovery Act" or "Responsible
Property  Transfer  Act."
"EQUIPMENT" means all of the Borrower's and its Subsidiaries' present and future
 ---------
(i)  equipment,  including,  without  limitation,  machinery,  manufacturing,
distribution,  selling,  data processing and office equipment, assembly systems,
tools,  molds,  dies,  fixtures,  appliances,  furniture, furnishings, vehicles,
vessels,  aircraft,  aircraft  engines,  and trade fixtures, (ii) other tangible
personal  property  (other  than  the Borrower's or Subsidiary's Inventory), and
(iii)  any  and  all  accessions, parts and appurtenances attached to any of the
foregoing  or  used  in connection therewith, and any substitutions therefor and
replacements,  products  and  proceeds  thereof.
"EQUITY INTERESTS" means Capital Stock and all warrants, options or other rights
 ----------------
to  acquire  Capital  Stock (but excluding any debt security that is convertible
into,  or  exchangeable  for,  Capital  Stock).
"ERISA"  means  the  Employee Retirement Income Security Act of 1974, as amended
 -----
from  time  to time, including (unless the context otherwise requires) any rules
 -
or  regulations  promulgated  thereunder.
"EURODOLLAR  BASE RATE" means, with respect to a Eurodollar Rate Advance for the
 ---------------------
relevant  Interest  Period, the applicable British Bankers' Association Interest
Settlement  Rate for deposits in U.S. dollars appearing on Bloomberg Screen BBAM
as  of  11:00 a.m. (London time) two (2) Business Days prior to the first day of
such  Interest  Period,  and  having  a  maturity equal to such Interest Period,
provided  that,  (i)  if  Bloomberg  Screen  BBAM  is  not  available  to  the
     ---
Administrative Agent for any reason, the applicable Eurodollar Base Rate for the
     ---
relevant  Interest  Period  shall  instead  be  the  applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service mutually acceptable
to  the Borrower and the Administrative Agent as of 11:00 a.m. (London time) two
(2)  Business  Days prior to the first day of such Interest Period, and having a
maturity  equal  to  such  Interest Period, and (ii) if no such British Bankers'
Association  Interest  Settlement Rate is available to the Administrative Agent,
the  applicable  Eurodollar  Base  Rate  for  the relevant Interest Period shall
instead  be the rate determined by the Administrative Agent to be the arithmetic
mean  (rounded upward, if necessary, to an integral multiple of 1/16th of 1%) of
the  rates  of  interest  per annum reported to the Administrative Agent by each
Reference  Lender  as  the  rate  at which such Reference Lender offers to place
deposits  in  Dollars  with  first-class banks in the London interbank market at
approximately  11:00 a.m. (London time) two (2) Business Days prior to the first
day  of  such  Interest  Period,  in  the  approximate  amount of such Reference
Lender's  relevant  Eurodollar  Rate  Loan  and  having a maturity equal to such
Interest Period.  If any Reference Lender fails to provide such quotation to the
Administrative  Agent,  then  the  Administrative  Agent  shall  determine  the
Eurodollar  Base  Rate on the basis of the quotations of the remaining Reference
Lender(s).
"EURODOLLAR  RATE"  means,  with  respect  to  a Eurodollar Rate Advance for the
 ----------------
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
 ----
Rate  applicable  to  such Interest Period, divided by (b) one minus the Reserve
Requirement  (expressed  as  a  decimal) applicable to such Interest Period plus
                                                                            ----
(ii)  the  then  Applicable  Margin;  provided,  however,  that  the  foregoing
                                      --------   -------
adjustment  for  Reserve  Requirements  shall  only be made with respect to that
portion  of  a  Eurodollar  Rate  Loan made by a Lender which is subject to such
Reserve  Requirements.
"EURODOLLAR  RATE  ADVANCE"  means  an  Advance  which  bears  interest  at  the
 -------------------------
Eurodollar  Rate.
 --------
"EURODOLLAR RATE LOAN" means a Loan, or portion thereof, which bears interest at
 --------------------
the  Eurodollar  Rate.
"EXCLUDED  TAXES"  means,  in  the  case  of  each  Lender or applicable Lending
 ---------------
Installation  and  the  Administrative  Agent,  taxes imposed on its overall net
 ------
income,  and  franchise  taxes  imposed on it, by (i) the jurisdiction under the
 ---
laws  of  which  such  Lender  or  the  Administrative  Agent is incorporated or
 --
organized  or  (ii) the jurisdiction in which the Administrative Agent's or such
 --
Lender's  principal  executive  office  or  such  Lender's  applicable  Lending
Installation  is  located.
"FACILITY  FEE"  is  defined  in  Section  2.14(C)(i)  hereof.
 -------------                    -------------------
"FEDERAL  FUNDS  EFFECTIVE  RATE" means, for any day, an interest rate per annum
 -------------------------------
equal  to  the  weighted  average  of  the  rates  on  overnight  Federal  funds
 -
transactions  with  members  of  the  Federal Reserve System arranged by Federal
 -
funds  brokers  on such day, as published for such day (or, if such day is not a
 -
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank  of  New  York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three  Federal  funds  brokers  of  recognized  standing  selected  by  the
Administrative  Agent  in  its  reasonable  discretion.
"FINAL  ADJUSTMENT  DATE"  means  the last Adjustment Date, which shall occur no
 -----------------------
later  than  July  31,  2000,  in  accordance with the Reorganization Agreement.
 --
"FINANCING  FACILITIES"  means  this Agreement, the 5-Year Credit Agreement, the
 ---------------------
Bridge  Facilities,  the Receivables Purchase Facility, the Senior Notes and any
 -
other financing facilities entered into or to be entered into in connection with
the  Spin-Off,  in each case, whether consummated prior to, concurrently with or
following  the  Spin-Off.
"5-YEAR  CREDIT  AGREEMENT" means that certain 5-Year Revolving Credit Agreement
 -------------------------
of  even  date  herewith  among the Borrower, the institutions from time to time
parties  thereto  as  lenders and Bank One, NA, as Administrative Agent, Bank of
America,  N.A.,  as  Syndication Agent and Wachovia Bank, N.A., as Documentation
Agent,  as the same may be amended, restated, supplemented or otherwise modified
and  as  in  effect  from  time  to  time.
"FLOATING  RATE  ADVANCE"  means an Advance which bears interest by reference to
 -----------------------
the  Alternate  Base  Rate.
 -
"FLOATING  RATE  LOAN" means a Loan, or portion thereof, which bears interest by
 --------------------
reference  to  the  Alternate  Base  Rate.
"FOREIGN  EMPLOYEE  BENEFIT  PLAN" means any employee benefit plan as defined in
 --------------------------------
Section  3(3)  of ERISA which is maintained or contributed to for the benefit of
 -
the  employees  of Energizer or any member of the Controlled Group, but which is
not  covered  by  ERISA  pursuant  to  Section  4(b)(4)  of  ERISA.
"FOREIGN  PENSION  PLAN"  means any employee pension benefit plan (as defined in
 ----------------------
Section 3(2) of ERISA) which (i) is maintained or contributed to for the benefit
 -
of  employees  of Energizer or any other member of the Controlled Group, (ii) is
not  covered  by  ERISA  pursuant  to  Section  4(b)(4)  thereof and (iii) under
applicable  local law, is required to be funded through a trust or other funding
vehicle.
"FORM  10" means the Form 10 General Form for the Registration of Securities, as
 --------
amended  by Amendment No. 1, Amendment No. 2  and Amendment No. 3 thereto, filed
by  Energizer  (File  No.  1-15401)  with  the Commission in connection with the
Spin-Off,  together  with  all  exhibits  and  appendices  thereto.
"GOVERNMENTAL  ACTS"  is  defined  in  Section  3.10(A)  hereof.
 ------------------                    ----------------
"GOVERNMENTAL  AUTHORITY"  means  any  nation or government, any federal, state,
 -----------------------
local  or  other  political  subdivision  thereof  and  any  entity  exercising
 --
executive,  legislative,  judicial,  regulatory  or  administrative authority or
 --
functions  of  or  pertaining  to  government,  including any authority or other
 --
quasi-governmental  entity  established  to  perform  any  of  such  functions.
 --
"HEDGING  ARRANGEMENTS"  is  defined  in the definition of "Hedging Obligations"
 ---------------------
below.
 --
"HEDGING  AGREEMENTS"  is  defined  in  Section  7.3(O)  hereof.
 -------------------                    ---------------
"HEDGING  OBLIGATIONS" of a Person means any and all obligations of such Person,
 --------------------
whether  absolute  or  contingent and howsoever and whensoever created, arising,
evidenced  or  acquired  (including  all  renewals, extensions and modifications
thereof  and  substitutions therefor), under (i) any and all agreements, devices
or arrangements designed to protect at least one of the parties thereto from the
fluctuations  of  interest  rates,  commodity  prices, exchange rates or forward
rates  applicable  to such party's assets, liabilities or exchange transactions,
including,  but  not  limited  to, dollar-denominated or cross-currency interest
rate  exchange  agreements,  forward currency exchange agreements, interest rate
cap  or  collar  protection  agreements,  forward rate currency or interest rate
options,  puts  and  warrants  or  any similar derivative transactions ("HEDGING
ARRANGEMENTS"),  and  (ii)  any  and  all  cancellations,  buy backs, reversals,
terminations  or  assignments  of  any  of  the  foregoing.
"HOLDERS  OF OBLIGATIONS" means the holders of the Obligations from time to time
 -----------------------
and  shall  include  their  respective  successors,  transferees  and  assigns.
"INDEBTEDNESS"  of  any  Person  means,  without  duplication, such Person's (a)
 ------------
obligations  for  borrowed  money,  (b)  obligations  representing  the deferred
 ----
purchase  price  of property or services (other than accounts payable arising in
 ----
the  ordinary course of such Person's business payable on terms customary in the
trade),  which  purchase  price is due more than six (6) months from the date of
incurrence  of  the  obligation  in  respect  thereof, provided that the related
obligations  are  not interest bearing, (c) obligations, whether or not assumed,
secured  by  Liens or payable out of the proceeds or production from property or
assets  now or hereafter owned or acquired by such Person, (d) obligations which
are  evidenced by notes, acceptances or other instruments, (e) Capitalized Lease
Obligations,  (f)  Contingent  Obligations  in  respect  of  Indebtedness,  (g)
obligations  with  respect  to  letters  of  credit,  (h)  Off-Balance  Sheet
Liabilities,  (i)  Receivables  Facility  Attributed  Indebtedness  and  (j)
Disqualified  Stock.  The amount of Indebtedness of any Person at any date shall
be  without  duplication  (1)  the  outstanding  balance  at  such  date  of all
unconditional  obligations  as  described above and the maximum liability of any
such  Contingent Obligations at such date and (2) in the case of Indebtedness of
others  secured  by a Lien to which the property or assets owned or held by such
Person is subject, the lesser of the fair market value at such date of any asset
subject  to  a  Lien  securing  the Indebtedness of others and the amount of the
Indebtedness  secured.
"INDEMNIFIED  MATTERS"  is  defined  in  Section  10.7(B)  hereof.
 --------------------                    ----------------
"INDEMNITEES"  is  defined  in  Section  10.7(B)  hereof.
 -----------                    ----------------
"INITIAL  FUNDING  DATE" means the date on which the initial Revolving Loans are
 ----------------------
advanced  hereunder.
"INSOLVENCY  EVENT"  is  defined  in  Section  10.14  hereof.
 -----------------                    --------------
"INTERCOMPANY  INDEBTEDNESS"  is  defined  in  Section  10.14  hereof.
 --------------------------                    --------------
"INTEREST  EXPENSE"  means,  for  any  period,  the  total  interest  expense of
 -----------------
Energizer and its consolidated Subsidiaries, whether paid or accrued, including,
 -------
without  duplication,  Off-Balance  Sheet  Liabilities  (including  Receivables
Facility  Financing Costs) and the interest component of Capitalized Leases, all
as  determined  in  conformity  with  Agreement  Accounting  Principles.
"INTEREST  EXPENSE  COVERAGE  RATIO"  is  defined  in  Section  7.4(B)  hereof.
 ----------------------------------                    ---------------
"INTEREST PERIOD" means, with respect to a Eurodollar Rate Loan, a period of one
 ---------------
(1), two (2), three (3) or six (6) months and, to the extent available to all of
the  Lenders,  nine  (9)  or  twelve  (12)  months, commencing on a Business Day
selected  by the Borrower on which a Eurodollar Rate Advance is made to Borrower
pursuant to this Agreement.  Such Interest Period shall end on (but exclude) the
day  which  corresponds  numerically  to such date one, two, three, six, nine or
twelve  months  thereafter;  provided,  however,  that  if  there  is  no  such
                             --------   -------
numerically  corresponding  day  in  such  next,  second, third, sixth, ninth or
twelfth  succeeding  month,  such Interest Period shall end on the last Business
Day  of  such next, second, third, sixth, ninth or twelfth succeeding month.  If
an  Interest  Period  would  otherwise end on a day which is not a Business Day,
such  Interest  Period  shall end on the next succeeding Business Day, provided,
                                                                       --------
however,  that  if  said  next  succeeding  Business Day falls in a new calendar
  -----
month, such Interest Period shall end on the immediately preceding Business Day.
  ---
"INVENTORY"  shall  mean any and all goods, including, without limitation, goods
 ---------
in  transit, wheresoever located, whether now owned or hereafter acquired by the
Borrower or any of its Subsidiaries, which are held for sale or lease, furnished
under  any  contract  of  service  or  held as raw materials, work in process or
supplies,  and all materials used or consumed in the business of Borrower or any
of  its  Subsidiaries,  and  shall  include all right, title and interest of the
Borrower  or  any  of  its  Subsidiaries  in  any  property  the  sale  or other
disposition  of  which has given rise to Receivables and which has been returned
to  or  repossessed  or  stopped  in  transit  by  the  Borrower  or  any of its
Subsidiaries.
"INVESTMENT"  means,  with  respect  to  any  Person,  (i) any purchase or other
 ----------
acquisition  by  that  Person  of  any  Indebtedness,  Equity Interests or other
 -----
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
 -----
other  securities,  issued by any other Person, (ii) any purchase by that Person
of  all  or  substantially  all of the assets of a business conducted by another
Person,  and  (iii)  any  loan,  advance  (other  than  deposits  with financial
institutions  available  for  withdrawal  on  demand, prepaid expenses, accounts
receivable,  advances  to  employees  and  similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person,  including  all  Indebtedness  to  such  Person  arising  from a sale of
property  by  such  Person  other  than  in the ordinary course of its business.
"IRS"  means  the  Internal  Revenue  Service  and  any Person succeeding to the
 ---
functions  thereof.
 ---
"LENDERS"  means  the lending institutions listed on the signature pages of this
 -------
Agreement  and  their  respective  successors  and  assigns.
"LENDING  INSTALLATION"  means,  with  respect to a Lender or the Administrative
 ---------------------
Agent,  any  office,  branch,  subsidiary  or  affiliate  of  such Lender or the
 --
Administrative  Agent.
 --
"LEVERAGE  RATIO"  is  defined  in  Section  7.4(A)  hereof.
 ---------------                    ---------------
"LIEN"  means  any  lien  (statutory or other), mortgage, pledge, hypothecation,
 ----
assignment, deposit arrangement, encumbrance or preference, priority or security
 --
agreement  or  preferential  arrangement  of  any  kind  or  nature  whatsoever
(including,  without  limitation,  the  interest of a vendor or lessor under any
conditional  sale,  Capitalized  Lease  or  other  title  retention  agreement).
"LOAN(S)"  means, with respect to a Lender, such Lender's portion of any Advance
 -------
made  pursuant  to  Section  2.1  hereof, and collectively, all Revolving Loans,
                    ------------
whether  made  or continued as or converted to Floating Rate Loans or Eurodollar
Rate  Loans.
"LOAN  ACCOUNT"  is  defined  in  Section  2.12(a)  hereof.
 -------------                    ----------------
"LOAN  DOCUMENTS"  means this Agreement, the Subsidiary Guaranty, any promissory
 ---------------
notes  issued  pursuant to Section 2.12 and all other documents, instruments and
                           ------------
agreements executed in connection therewith or contemplated thereby, as the same
may  be amended, restated or otherwise modified and in effect from time to time.
"LOAN  PARTIES"  is  defined  in  Section  5.1  hereof.
 -------------                    ------------
"MARGIN  STOCK"  shall  have  the meaning ascribed to such term in Regulation U.
 -------------
"MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the business,
 -----------------------
condition  (financial  or  otherwise),  operations,  performance,  properties or
prospects  of  Energizer and its Subsidiaries, taken as a whole, (b) the ability
of  Energizer  and  its  Subsidiaries,  taken  as  a  whole,  to  perform  their
obligations under the Loan Documents in any material respect, or (c) the ability
of  the  Lenders  or the Administrative Agent to enforce in any material respect
the  Obligations.
"MATERIAL  DOMESTIC  SUBSIDIARY"  means each consolidated Subsidiary (other than
 ------------------------------
any  SPV) of the Borrower (a) incorporated under the laws of any jurisdiction in
 -
the United States and (b) the total assets of which exceed, as at the end of any
calendar  quarter or, in the case of consummation of a Permitted Acquisition, at
the  time of consummation of such Permitted Acquisition (calculated by Energizer
on  a  pro  forma  basis  taking into account the consummation of such Permitted
       ---  -----
Acquisition),  three  percent (3.0%) of the Consolidated Assets of Energizer and
its  consolidated  Subsidiaries  (other  than  SPVs).
"MATERIAL FOREIGN SUBSIDIARY" means each consolidated Subsidiary (other than any
 ---------------------------
SPV) of the Borrower (a) incorporated under the laws of any foreign jurisdiction
and  (b) the total assets of which exceed, as at the end of any calendar quarter
or,  in  the  case  of  consummation  of a Permitted Acquisition, at the time of
consummation  of  such  Permitted  Acquisition (calculated by Energizer on a pro
                                                                             ---
forma basis taking into account the consummation of such Permitted Acquisition),
   --
five percent (5.0%) of the Consolidated Assets of Energizer and its consolidated
Subsidiaries  (other  than  SPVs).
"MATERIAL  INDEBTEDNESS"  means  any  Indebtedness  (other than the Indebtedness
 ----------------------
hereunder)  of  a  single  class  with an aggregate outstanding principal amount
 ---
equal  to  or  greater  than  $30,000,000.
 ---
"MATERIAL SUBSIDIARIES" means each of Energizer's Material Domestic Subsidiaries
 ---------------------
and  Material  Foreign  Subsidiaries.
"MULTIEMPLOYER  PLAN"  means  a  "multiemployer  plan"  as  defined  in  Section
 -------------------
4001(a)(3)  of ERISA which is, or within the immediately preceding six (6) years
 -------
was,  contributed  to by either Energizer or any member of the Controlled Group.
"NET  INCOME"  means,  for any period, the net earnings (or loss) after taxes of
 -----------
Energizer  and its Subsidiaries on a consolidated basis for such period taken as
 -
a  single  accounting  period determined in conformity with Agreement Accounting
Principles.
"NET  WORTH  CONDITION"  means  the  requirement  that,  as  of  and  after  the
 ---------------------
consummation  of  the  Spin-Off  Transactions,  the  Consolidated  Net  Worth of
 ---------
Energizer  and  its  Subsidiaries  shall  not  be  less  than  $625,000,000.
 ------
"NEW  SUBSIDIARY"  is  defined  in  Section  7.3(F).
 ---------------                    ---------------
"NON-ERISA  COMMITMENTS"  means
 ----------------------
(i)     each  pension,  medical,  dental,  life, accident insurance, disability,
group insurance, sick leave, profit sharing, deferred compensation, bonus, stock
     option,  stock  purchase,  retirement, savings, severance, stock ownership,
performance,  incentive,  hospitalization  or other insurance, or other welfare,
benefit  or  fringe benefit plan, policy, trust, understanding or arrangement of
any  kind;  and
(ii)     each  employee  collective  bargaining  agreement  and  each agreement,
understanding  or  arrangement  of  any  kind,  with  or  for the benefit of any
present  or  prior officer, director, employee or consultant (including, without
limitation,  each  employment, compensation, deferred compensation, severance or
consulting  agreement or arrangement and any agreement or arrangement associated
with  a  change  in  ownership  of  the Borrower or any member of the Controlled
Group);
to  which  Energizer  or  any  member of the Controlled Group is a party or with
respect  to  which Energizer or any member of the Controlled Group is or will be
required  to  make  any  payment  other  than  any  Plans.
     "NON  PRO  RATA  LOAN"  is  defined  in  Section  9.2  hereof.
      --------------------                    ------------
"NON-U.S.  LENDER"  is  defined  in  Section  4.5(iv)  hereof.
 ----------------                    ----------------
"NOTE  PURCHASE AGREEMENT" means any agreement entered into by the Borrower with
 ------------------------
respect  to  the  Borrower's  issuance  of  senior  unsecured notes (the "SENIOR
NOTES"),  which  shall  be  pari  passu  with  the  Obligations  hereunder,  on
substantially  the terms set forth in the confidential Summary of Proposed Terms
relating  to  the  Senior  Notes  sent  by Banc of America Securities LLC to the
Administrative  Agent  by  e-mail  transmission  on March 27, 2000, as such Note
Purchase Agreement may be amended, modified or supplemented from time to time in
a  manner  that  is  not  materially  adverse  to  the interests of the Lenders.
"NOTICE  OF  ASSIGNMENT"  is  defined  in  Section  13.3(B)  hereof.
 ----------------------                    ----------------
"NOTICE  TO  CONVERT"  is  defined  in  Section  2.2(b)  hereof.
 -------------------                    ---------------
"OBLIGATIONS"  means  all  Loans,  advances,  debts,  liabilities,  obligations,
 -----------
covenants  and  duties  owing  by the Borrower or any of its Subsidiaries to the
 -----
Administrative  Agent,  any  Lender,  the  Arranger,  any  Affiliate  of  the
 --
Administrative  Agent  or  any Lender, or any Indemnitee, of any kind or nature,
 --
present  or  future,  arising  under  this Agreement or any other Loan Document,
 -
whether  or  not evidenced by any note, guaranty or other instrument, whether or
 -
not  for  the  payment  of  money,  whether arising by reason of an extension of
credit,  loan, guaranty, indemnification, or in any other manner, whether direct
or  indirect  (including  those acquired by assignment), absolute or contingent,
due  or  to  become due, now existing or hereafter arising and however acquired.
The  term  includes,  without limitation, all interest, charges, expenses, fees,
reasonable  attorneys' fees and disbursements, reasonable paralegals' fees (and,
after  the  occurrence  and  during the continuance of a Default, all attorney's
fees and disbursements and paralegals' fees, whether or not reasonable), and any
other  sum  chargeable  to  the  Borrower  or any of its Subsidiaries under this
Agreement  or  any  other  Loan  Document.
"OFF-BALANCE  SHEET LIABILITIES" of a Person means, without duplication, (a) any
 ------------------------------
Receivables  Facility  Attributed  Indebtedness  and  repurchase  obligation  or
liability  of such Person or any of its Subsidiaries with respect to Receivables
or  notes  receivable sold by such Person or any of its Subsidiaries (calculated
to  include  the  unrecovered  investment  of  purchasers  or  transferees  of
Receivables  or notes receivable or any other obligation of the Borrower or such
transferor  to  purchasers/transferees  of  interests  in  Receivables  or notes
receivables  or  the  agent  for such purchasers/transferees), (b) any liability
under any sale and leaseback transactions which do not create a liability on the
consolidated balance sheet of such Person, (c) any liability under any financing
lease or so-called "synthetic" lease transaction, or (d) any obligations arising
with  respect  to any other transaction which is the functional equivalent of or
takes  the  place  of borrowing but which does not constitute a liability on the
consolidated  balance  sheets  of  such  Person  and  its  Subsidiaries.
"OPENING  BALANCE  SHEET  DELIVERY  DATE"  means  the  date  within fifteen days
 ---------------------------------------
following  the  Final Adjustment Date on which the Administrative Agent receives
 ------
the  opening  pro  forma  balance  sheet  of  Energizer  and  its  consolidated
              ---  -----
Subsidiaries  pursuant  to  Section  7.1(A)(v).
                            ------------------
"ORIGINATORS"  means  the  Borrower  and/or  any  of  its  Subsidiaries in their
 -----------
respective  capacities  as  parties  to  any  Receivables Purchase Documents, as
 ------
sellers  or  transferors  of  any Receivables and Related Security in connection
 ----
with  a  Permitted  Receivables  Transfer.
 --
"OTHER  TAXES"  is  defined  in  Section  4.5  hereof.
 ------------                    ------------
"PARTICIPANTS"  is  defined  in  Section  13.2(A)  hereof.
 ------------                    ----------------
"PAYMENT  DATE"  means the last day of each March, June, September and December.
 -------------
"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.
 ----
"PERMITTED  ACQUISITION"  is  defined  in  Section  7.3(F)  hereof.
 ----------------------                    ---------------
"PERMITTED  EXISTING CONTINGENT OBLIGATIONS" means the Contingent Obligations of
 ------------------------------------------
Energizer  and  its Subsidiaries identified on Schedule 1.1.3 to this Agreement.
                                               --------------
"PERMITTED  EXISTING  INVESTMENTS"  means  the  Investments of Energizer and its
 --------------------------------
Subsidiaries  identified  on  Schedule  1.1.1  to  this  Agreement.
 ---                          ---------------
"PERMITTED  EXISTING  LIENS"  means  the  Liens  on  assets of Energizer and its
 --------------------------
Subsidiaries  identified  on  Schedule  1.1.2  to  this  Agreement.
 -----                        ---------------
"PERMITTED  RECEIVABLES  TRANSFER"  means  (i)  a  sale  or other transfer by an
 --------------------------------
Originator  to  a  SPV of Receivables and Related Security for fair market value
 -----
and  without  recourse  (except  for limited recourse typical of such structured
 -
finance  transactions),  and/or  (ii)  a  sale or other transfer by a SPV to (a)
 -
purchasers of or other investors in such Receivables and Related Security or (b)
 -
any other Person (including a SPV) in a transaction in which purchasers or other
investors  purchase  or  are  otherwise transferred such Receivables and Related
Security,  in  each  case  pursuant  to  and in accordance with the terms of the
Receivables  Purchase  Documents.
"PERSON"  means  any  individual,  corporation,  firm,  enterprise, partnership,
 ------
trust,  incorporated  or  unincorporated association, joint venture, joint stock
 ----
company,  limited  liability  company  or  other  entity  of  any  kind,  or any
 -
government or political subdivision or any agency, department or instrumentality
 -
thereof.
"PLAN"  means  an  employee  benefit  plan  defined  in Section 3(3) of ERISA in
 ----
respect  of  which Energizer or any member of the Controlled Group is, or within
 ----
the immediately preceding six (6) years was, an "employer" as defined in Section
3(5)  of  ERISA.
"PRIME  RATE"  means  a  rate  per  annum  equal  to  the prime rate of interest
 -----------
announced  from time to time by Bank One or its parent (which is not necessarily
 -------
the  lowest  rate charged to any customer), changing when and as said prime rate
changes.
"PRO  RATA  SHARE" means, with respect to any Lender, the percentage obtained by
 ----------------
dividing (A) such Lender's Revolving Loan Commitment at such time (in each case,
as  adjusted  from  time  to  time  in  accordance  with  the provisions of this
Agreement)  by  (B)  the  Aggregate  Revolving  Loan  Commitment  at  such time;
provided, however, from and after the Conversion Date or if all of the Revolving
          -------
Loan  Commitments  are  terminated pursuant to the terms of this Agreement, then
"Pro  Rata  Share"  means  the percentage obtained by dividing (x) the aggregate
principal  balance  of  such  Lender's  Loans at such time, by (y) the aggregate
outstanding  balance  of  all  Loans  at  such  time.
"PURCHASERS"  is  defined  in  Section  13.3(A)  hereof.
 ----------                    ----------------
"RALSTON" means Ralston Purina Company, a Missouri corporation, and prior to the
 -------
Spin-Off,  the  owner  of  all  of  the  outstanding Capital Stock of Energizer,
together  with  its  permitted  successors  and  assigns,  including  a
debtor-in-possession  on  behalf  of  Ralston.
"RECEIVABLE(S)"  means  and includes all of the Borrower's and its Subsidiaries'
 -------------
presently  existing  and  hereafter  arising  or  acquired  accounts,  accounts
receivable,  and  all  present  and  future  rights  of  the  Borrower  and  its
Subsidiaries  to  payment  for  goods  sold  or  leased or for services rendered
(except  those  evidenced  by instruments or chattel paper), whether or not they
have  been  earned  by  performance,  and all rights in any merchandise or goods
which  any  of  the  same  may  represent,  and  all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any  right  of  stoppage  in  transit.
"RECEIVABLES  AND  RELATED  SECURITY"  means  the  Receivables  and  the related
 -----------------------------------
security  and  collections with respect thereto which are sold or transferred by
 ------
any  Originator  or  SPV  in connection with any Permitted Receivables Transfer.
"RECEIVABLES  FACILITY  ATTRIBUTED INDEBTEDNESS" means the amount of obligations
 ----------------------------------------------
outstanding  under  a receivables purchase facility on any date of determination
that  would  be characterized as principal if such facility were structured as a
secured  lending  transaction  rather  than  as  a  purchase.
"RECEIVABLES  FACILITY  FINANCING  COSTS"  means  such portion of the cash fees,
 ---------------------------------------
service  charges,  and  other costs, as well as all collections or other amounts
 ---
retained  by  purchasers  of  receivables  pursuant  to  a  receivables purchase
 -
facility,  which  are  in  excess  of  amounts  paid  to  the  Borrower  and its
 -
consolidated  Subsidiaries  under  any  receivables  purchase  facility  for the
 -
purchase  of receivables pursuant to such facility and are the equivalent of the
 -
interest  component of the financing if the transaction were characterized as an
on-balance  sheet  transaction.
"RECEIVABLES  PURCHASE  DOCUMENTS"  means  any series of receivables purchase or
 --------------------------------
sale  agreements  generally  consistent  with  terms  contained  in  comparable
 --
structured  finance  transactions pursuant to which an Originator or Originators
 --
sell  or  transfer  to SPVs all of their respective right, title and interest in
and to certain  Receivables and Related Security for further sale or transfer to
other  purchasers  of  or  investors  in  such  assets (and the other documents,
instruments  and  agreements  executed  in  connection  therewith),  as any such
agreements  may  be  amended,  restated, supplemented or otherwise modified from
time  to  time,  or  any  replacement  or  substitution  therefor.
"RECEIVABLES PURCHASE FACILITY" means the securitization facility made available
 -----------------------------
to  Energizer,  pursuant  to  which  the Receivables and Related Security of the
Originators  are  transferred  to  one  or  more SPVs, and thereafter to certain
investors,  pursuant  to  the  terms  and conditions of the Receivables Purchase
Documents.
"REFERENCE  LENDERS"  means  Bank  One, Bank of America, N.A. and Wachovia Bank,
 ------------------
N.A.
 --
"REGISTER"  is  defined  in  Section  13.3(C)  hereof.
 --------                    ----------------
"REGULATION  D"  means  Regulation  D  of  the Board of Governors of the Federal
 -------------
Reserve System as from time to time in effect and any successor thereto or other
 ----
regulation  or  official  interpretation  of said Board of Governors relating to
reserve  requirements  applicable to member banks of the Federal Reserve System.
"REGULATION  T"  means  Regulation  T  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  from  time  to  time  in  effect and any successor or other
 ----
regulation or official interpretation of said Board of Governors relating to the
 ----
extension  of credit by and to brokers and dealers of securities for the purpose
of  purchasing  or  carrying  margin  stock  (as  defined  therein).
"REGULATION  U"  means  Regulation  U  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  from  time  to  time  in  effect and any successor or other
 ----
regulation or official interpretation of said Board of Governors relating to the
 ----
extension  of  credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve  System.
"REGULATION  X"  means  Regulation  X  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  from  time  to  time  in  effect and any successor or other
 ----
regulation or official interpretation of said Board of Governors relating to the
 ----
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin  stock  (as  defined  therein).
"RELEASE"  means  any  release,  spill,  emission,  leaking, pumping, injection,
 -------
deposit,  disposal,  discharge,  dispersal,  leaching  or  migration  into  the
 ----
environment, including the movement of Contaminants through or in the air, soil,
 ----
surface  water  or  groundwater.
"REORGANIZATION  AGREEMENT"  means  that  certain  Agreement  and  Plan  of
 -------------------------
Reorganization  dated as of April 1, 2000, between Ralston and Energizer, as the
 -----------
same  may  be amended, restated, supplemented or otherwise modified from time to
time.
"REPLACEMENT  LENDER"  is  defined  in  Section  2.19  hereof.
 -------------------                    -------------
"REPORTABLE  EVENT" means a reportable event as defined in Section 4043 of ERISA
 -----------------
and  the  regulations  issued  under  such  section,  with  respect  to  a Plan,
excluding,  however,  such  events as to which the PBGC by regulation waived the
requirement  of  Section 4043(a) of ERISA that it be notified within thirty (30)
days  after  such  event  occurs.
"REQUIRED  LENDERS"  means Lenders whose Pro Rata Shares, in the  aggregate, are
 -----------------
greater  than  fifty percent (50%); provided, however, that, if any Lender shall
                                    --------  -------
have  failed  to  fund its Pro Rata Share of any Revolving Loan requested by the
Borrower,  which  such  Lender  is  obligated  to  fund  under the terms of this
Agreement  and  any  such  failure  has not been cured, then for so long as such
failure continues, "REQUIRED LENDERS" means Lenders (excluding all Lenders whose
failure to fund their respective Pro Rata Shares of such Revolving Loans has not
been  so cured) whose Pro Rata Shares represent greater than fifty percent (50%)
of  the  aggregate  Pro  Rata Shares of such Lenders; provided further, however,
                                                      -------- -------  -------
that,  from  and  after the Conversion Date or if the Revolving Loan Commitments
have been terminated pursuant to the terms of this Agreement, "REQUIRED LENDERS"
means  Lenders  (without regard to such Lenders' performance of their respective
obligations  hereunder)  whose aggregate ratable shares (stated as a percentage)
of  the  aggregate  outstanding  principal balance of all Loans are greater than
fifty  percent  (50%).
"REQUIREMENTS  OF LAW" means, as to any Person, the charter and by-laws or other
 --------------------
organizational  or  governing  documents  of  such  Person, and any law, rule or
regulation,  or  determination of an arbitrator or a court or other Governmental
Authority,  in each case applicable to or binding upon such Person or any of its
property  or  to  which such Person or any of its property is subject including,
without  limitation,  the Securities Act of 1933, the Securities Exchange Act of
1934,  Regulations  T,  U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment  and  Retraining Notification Act, Americans with Disabilities Act of
1990,  and  any  certificate  of  occupancy,  zoning  ordinance,  building,
environmental  or  land  use  requirement  or  permit  or  environmental, labor,
employment,  occupational  safety  or  health law, rule or regulation, including
Environmental,  Health  or  Safety  Requirements  of  Law.
"RESERVE  REQUIREMENT"  means,  with  respect to an Interest Period, the maximum
 --------------------
aggregate  reserve  requirement (including all basic, supplemental, marginal and
 --
other  reserves)  which  is  imposed  under  Regulation  D  on  "Eurocurrency
liabilities".
"REVOLVING  CREDIT  AVAILABILITY"  means,  at any particular time, the amount by
 -------------------------------
which the Aggregate Revolving Loan Commitment at such time exceeds the Revolving
 --
Credit  Obligations  outstanding  at  such  time.
"REVOLVING  CREDIT  OBLIGATIONS"  means, at any particular time, the outstanding
 ------------------------------
principal  amount  of  the  Revolving  Loans  at  such  time.
 -
"REVOLVING  LOAN"  is  defined  in  Section  2.1  hereof.
 ---------------                    ------------
"REVOLVING  LOAN  COMMITMENT"  means,  for  each  Lender, the obligation of such
 ---------------------------
Lender  to  make Revolving Loans not exceeding the amount set forth on Exhibit A
 ----                                                                  ---------
to  this  Agreement  opposite its name thereon under the heading "Revolving Loan
Commitment"  or in the Assignment Agreement by which it became a Lender, as such
amount may be modified from time to time pursuant to the terms of this Agreement
or  to  give  effect  to  any  applicable  Assignment  Agreement.
"REVOLVING  LOAN  TERMINATION DATE" means March 29, 2001, or any subsequent date
 ---------------------------------
to  which  the Revolving Loan Termination Date has been extended pursuant to the
terms  of  Section  2.2(a).
           ---------------
"RISK-BASED  CAPITAL  GUIDELINES"  is  defined  in  Section  4.2  hereof.
 -------------------------------                    ------------
"SENIOR  MANAGEMENT  TEAM" means each Authorized Officer and the Chief Executive
 ------------------------
Officer  of  the  Borrower.
"SENIOR  NOTES" is defined in the definition of "Note Purchase Agreement" above.
 -------------
"SOLVENT"  means,  when  used  with  respect  to any Person, that at the time of
 -------
determination:
 ----
(i)     the fair value of its assets (both at fair valuation and at present fair
     saleable  value)  is  equal  to  or  in  excess  of the total amount of its
liabilities,  including,  without  limitation,  contingent  liabilities;  and
(ii)     it  is  then able and believes that it will be able to pay its debts as
they  mature;  and
(iii)     it has capital sufficient to carry on its business as conducted and as
proposed  to  be  conducted.
With respect to contingent liabilities (such as litigation and guarantees), such
liabilities shall be computed at the amount which, in light of all the facts and
circumstances existing at the time, represent the amount which can be reasonably
be  expected  to  become  an  actual  or  matured  liability.
     "SPIN-OFF"  means  the distribution by Ralston to its stockholders in a tax
      --------
free  transaction of all of the outstanding capital stock of Energizer such that
Energizer will become a separate publicly-held corporation owned directly by the
stockholders  of  Ralston  to whom such distribution is made, in connection with
which  there shall have been obtained a letter ruling from the IRS substantially
to  the  effect  that the Spin-Off will be treated as a tax-free distribution by
Ralston  under  Section  355  of  the  Code  (the  "TAX  RULING").
"SPIN-OFF  DATE"  means  April  1,  2000.
 --------------
"SPIN-OFF  TRANSACTIONS"  means  the  series of transactions contemplated by and
 ----------------------
described  in  the  Form  10,  including,  but  not  limited  to  the  Spin-Off.
"SPV" means any special purpose entity established for the purpose of purchasing
receivables  in  connection  with  a  receivables  securitization  transaction
permitted  under  the  terms  of  this  Agreement.
"SUBSIDIARY"  of  a  Person  means  (i)  any  corporation  more  than 50% of the
 ----------
outstanding  securities  having ordinary voting power of which shall at the time
 -------
be owned or controlled, directly or indirectly, by such Person or by one or more
of  its  Subsidiaries  or by such Person and one or more of its Subsidiaries, or
(ii)  any  partnership, limited liability company, association, joint venture or
similar  business  organization  more than 50% of the ownership interests having
ordinary  voting  power  of  which  shall at the time be so owned or controlled.
Unless  otherwise  expressly  provided,  all references herein to a "Subsidiary"
means  a  Subsidiary  of  the  Borrower.
"SUBSIDIARY GUARANTORS" means (i) for the period from the Closing Date until the
 ---------------------
consummation of the Debt Assumption, Energizer and each of its Material Domestic
Subsidiaries;  (ii)  from and after the consummation of the Debt Assumption, all
of  Energizer's Material Domestic Subsidiaries; (iii) all New Subsidiaries which
are  Material  Domestic  Subsidiaries and which have satisfied the provisions of
Section  7.2(K)(a);  (iv)  all of Energizer's Subsidiaries which become Material
  ----------------
Domestic  Subsidiaries  and  which  have  satisfied  the  provisions  of Section
                                                                         -------
7.2(K)(b);  and (v) all other Subsidiaries which become Subsidiary Guarantors in
       --
satisfaction  of  the provisions of Section 7.2(K)(c), in each case with respect
                                    -----------------
to  clauses  (i)  through (v) above, other than the SPVs and together with their
    ------------          ---
respective  successors  and  assigns.
"SUBSIDIARY  GUARANTY" means that certain Guaranty dated as of the Closing Date,
 --------------------
executed  by the Subsidiary Guarantors in favor of the Administrative Agent, for
the ratable benefit of the Lenders, as it may be amended, modified, supplemented
and/or  restated  (including to add new Subsidiary Guarantors), and as in effect
from  time  to  time.
"SUPPLEMENT"  shall  have  the  meaning  set  forth  in  Section  7.2(K).
 ----------                                              ---------------
"SUPPLEMENTAL  FINANCIAL  STATEMENT"  is  defined  in  Section  6.7(A)  hereof.
 ----------------------------------                    ---------------
"TAX  RULING"  is  defined  in  the  definition  of  "Spin-Off"  above.
 -----------
"TAXES"  means  any  and  all  present or future taxes, duties, levies, imposts,
 -----
deductions, charges or withholdings, and any and all liabilities with respect to
 ---
the  foregoing,  but  excluding  Excluded  Taxes.
"TERMINATION  DATE"  means  the  Commitment Termination Date, or if the Borrower
 -----------------
shall  have converted the Advances hereunder to a term loan pursuant to  Section
 --                                                                      -------
2.2(b),  the  Converted  Loan  Termination  Date.
------
"TERMINATION  EVENT"  means  (i)  a Reportable Event with respect to any Benefit
 ------------------
Plan;  (ii)  the  withdrawal  of Energizer or any member of the Controlled Group
 --
from  a  Benefit  Plan  during a plan year in which Energizer or such Controlled
 --
Group  member  was  a "substantial employer" as defined in Section 4001(a)(2) of
 --
ERISA  with  respect  to  such plan; (iii) the imposition of an obligation under
 -
Section  4041  of  ERISA to provide affected parties written notice of intent to
 -
terminate  a Benefit Plan in a distress termination described in Section 4041(c)
 -
of ERISA; (iv) the institution by the PBGC or any foreign governmental authority
of proceedings to terminate or appoint a trustee to administer a Benefit Plan or
Foreign  Pension Plan; (v) any event or condition which might constitute grounds
under  Section  4042  of  ERISA  for the termination of, or the appointment of a
trustee  to  administer,  any  Benefit  Plan;  or  (vi)  the partial or complete
withdrawal  of  Energizer  or  any  member  of  the  Controlled  Group  from  a
Multiemployer  Plan.
"TRANSACTION  DOCUMENTS" means the Loan Documents and the documents executed and
 ----------------------
delivered  by  Ralston,  Energizer  or  any  of their respective Subsidiaries in
connection  with  the  Spin-Off, the Bridge Facilities, the Receivables Purchase
Facility  or  the  Senior Notes, including, without limitation, the Form 10, the
Debt Assumption Agreement, the Receivables Purchase Documents, the Senior Notes,
the  Note Purchase Agreement and any documents evidencing the Bridge Facilities.
"TRANSACTIONS"  means  the  Spin-Off  Transactions,  the  Financing  Facilities
 ------------
(including,  without  limitation,  this Agreement and the financing transactions
 ------
evidenced  by  the  Loan  Documents)  and  the  Debt  Assumption.
 -
"TRANSFEREE"  is  defined  in  Section  13.5  hereof.
 ----------                    -------------
"TYPE"  means, with respect to any Loan, its nature as a Floating Rate Loan or a
 ----
Eurodollar  Rate  Loan.
"UNMATURED  DEFAULT"  means  an  event  which,  but for the lapse of time or the
 ------------------
giving  of  notice,  or  both,  would  constitute  a  Default.
 ----
The  foregoing  definitions shall be equally applicable to both the singular and
plural  forms of the defined terms.  Any accounting terms used in this Agreement
which  are  not  specifically defined herein shall have the meanings customarily
given  them  in  accordance  with  generally  accepted  accounting principles in
existence  as  of  the  date  hereof.
1.2     References.  Any  references  to  Subsidiaries  of  Ralston or Energizer
        ----------
shall  not in any way be construed as consent by the Administrative Agent or any
Lender  to  the  establishment,  maintenance  or  acquisition of any Subsidiary,
except  as  may  otherwise  be  permitted  hereunder.
ARTICLE  II:     THE  REVOLVING  LOAN  FACILITY
------------     ------------------------------
2.1     Revolving  Loans.  (a) Upon the satisfaction of the conditions precedent
        ----------------
set forth in Sections 5.1 and 5.2, as applicable, from and including the Initial
             ------------     ---
     Funding  Date  and  prior  to  the  earlier  of the Conversion Date and the
Commitment  Termination  Date,  each Lender severally and not jointly agrees, on
the terms and conditions set forth in this Agreement, to make revolving loans to
the  Borrower  from  time  to  time, in Dollars, in an amount not to exceed such
Lender's  Pro  Rata  Share  of  Revolving Credit Availability at such time (each
individually,  a  "REVOLVING  LOAN"  and,  collectively, the "REVOLVING LOANS");
provided,  however, at no time shall the Revolving Credit Obligations exceed the
    ----   -------
Aggregate  Revolving  Loan  Commitment.  Subject to the terms of this Agreement,
the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to
the  earlier  of  the  Conversion Date and the Commitment Termination Date.  The
Revolving Loans made on the Initial Funding Date or on or before the third (3rd)
Business  Day  thereafter  shall initially be Floating Rate Loans and thereafter
may  be continued as Floating Rate Loans or converted into Eurodollar Rate Loans
in  the  manner  provided in Section 2.9 and subject to the other conditions and
                             -----------
limitations  therein set forth and set forth in this Article II and set forth in
                                                     ----------
the  definition  of  Interest  Period;  provided,  however, that if the Borrower
                                        --------   -------
delivers  a  Borrowing/Election  Notice, signed by it, together with appropriate
documentation  in  form  and  substance satisfactory to the Administrative Agent
indemnifying  the  Lenders for the amounts described in Section 4.4 on or before
                                                        -----------
the  third  (3rd)  Business Day prior to the Initial Funding Date, the Revolving
Loans  made on the Initial Funding Date may be Eurodollar Rate Loans.  Revolving
Loans  made  after  the  third (3rd) Business Day after the Initial Funding Date
shall  be,  at  the  option of the Borrower, selected in accordance with Section
                                                                         -------
2.9,  either  Floating  Rate Loans or Eurodollar Rate Loans.  On the Termination
Date,  the Borrower shall repay in full the outstanding principal balance of the
Revolving Loans.  Each Advance under this Section 2.1 shall consist of Revolving
                                          -----------
Loans  made by each Lender ratably in proportion to such Lender's respective Pro
Rata  Share.
     (b)  Borrowing/Election  Notice.  The  Borrower  shall  deliver  to  the
          --------------------------
Administrative  Agent  a  Borrowing/Election Notice, signed by it, in accordance
with  the  terms of Section 2.7.  The Administrative Agent shall promptly notify
                    -----------
each  Lender  of  such  request.
(c)  Making  of  Revolving  Loans.  Promptly  after  receipt  of  the
     ----------------------------
Borrowing/Election  Notice  under Section 2.7 in respect of Revolving Loans, the
     ------------                 -----------
Administrative  Agent  shall  notify  each Lender by telex or telecopy, or other
similar  form  of  transmission,  of  the requested Revolving Loan.  Each Lender
shall  make available its Revolving Loan in accordance with the terms of Section
                                                                         -------
2.6.  The Administrative Agent will promptly make the funds so received from the
---
Lenders  available  to  the  Borrower  at  the  Administrative Agent's office in
Chicago,  Illinois  on  the  applicable  Borrowing  Date and shall disburse such
proceeds  in  accordance with the Borrower's disbursement instructions set forth
in  such  Borrowing/Election  Notice.  The  failure of any Lender to deposit the
amount described above with the Administrative Agent on the applicable Borrowing
Date shall not relieve any other Lender of its obligations hereunder to make its
Revolving  Loan  on  such  Borrowing  Date.
2.2     Extension  of  Revolving Loan Termination Date; Conversion to Term Loan.
        -----------------------------------------------------------------------
     (a)  Extension of Revolving Loan Termination Date.  The Aggregate Revolving
          --------------------------------------------
Loan  Commitment  shall  expire  on  the  earlier of the Conversion Date and the
Commitment  Termination Date.  Within the period beginning 59 days and ending 30
days before the then effective Revolving Loan Termination Date, the Borrower may
request  in  writing that the Revolving Loan Termination Date be extended for an
additional  period  of  364  days,  including  the then effective Revolving Loan
Termination  Date as one of the days in the calculation of days elapsed.  Within
20 days after such request (such 20th day being the "CONSENT DATE"), each Lender
may,  in  its  sole  discretion, agree to such extension to a new Revolving Loan
Termination  Date  not  more than 364 days following such Consent Date by giving
written  notice  of  such agreement to the Borrower and the Administrative Agent
(and  the failure to provide such notice shall be deemed to be a decision not to
extend).  The  Revolving  Loan Commitment of each Lender that declines to extend
with  respect  to  the Aggregate Revolving Loan Commitment may, at the option of
the  Borrower,  be  replaced in accordance with Section 13.3(A) (but only to the
                                                ---------------
extent  a replacement Lender is then available), or the Aggregate Revolving Loan
Commitment  shall  be reduced.  All Obligations due to each Lender that declines
to  extend its Revolving Loan Commitment under this Section 2.2(a) shall be paid
                                                    --------------
in  full  to the Administrative Agent for the account of each such Lender on the
then  effective  Revolving  Loan  Termination Date (without giving effect to any
such  requested  extension thereto).  The Required Lenders and the Borrower must
agree  to  any extension with respect to the Revolving Loan Termination Date for
any  such  extension  to  become  effective.
(b)  Conversion  to  Term  Loan.  From  and  after  the consummation of the Debt
     --------------------------
Assumption  up  until  and  including  the  Commitment  Termination Date, at the
Borrower's  option  upon  written  notice  (a  "NOTICE  TO  CONVERT")  to  the
Administrative  Agent  (who  shall  promptly  notify  each  of the Lenders), the
Borrower  may  convert  the  then  outstanding aggregate principal amount of the
Advances  hereunder to a term loan.  The Notice to Convert shall expressly state
the  date  on which such conversion shall occur (such date being the "CONVERSION
DATE") and shall be irrevocable once given and shall constitute a representation
and  warranty  by the Borrower that the conditions contained in Section 5.2 have
                                                                -----------
been satisfied as of the date of such Notice to Convert and as of the Conversion
Date.  Upon  delivery  of  such  Notice to Convert, (i) the Borrower's option to
request extensions of the Revolving Loan Termination Date under clause (a) above
                                                                ----------
and  to borrow and reborrow Revolving Loans hereunder, shall terminate, (ii) the
Aggregate  Revolving  Loan  Commitment  shall  be reduced to zero, and (iii) the
outstanding principal balance of all Loans hereunder shall be due and payable on
the  Converted  Loan  Termination  Date.  All  references  in  this Agreement to
Revolving  Loans  shall  include  such  Loans  as  converted  hereunder.
2.3     Rate  Options for all Advances; Maximum Interest Periods.  The Revolving
        --------------------------------------------------------
Loans  may  be  Floating  Rate  Advances  or  Eurodollar  Rate  Advances,  or  a
combination  thereof,  selected by the Borrower in accordance with Section 2.10.
                                                                   ------------
The  Borrower  may  select,  in  accordance  with  Section 2.9, rate options and
                                                   -----------
Interest Periods applicable to the Revolving Loans; provided that there shall be
                                                    --------
     no  more  than  eight (8) Interest Periods in effect with respect to all of
the  Loans  at  any  time.
2.4     Optional  Payments.  The  Borrower may from time to time and at any time
        ------------------
upon  at  least  one  (1)  Business  Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in  an  aggregate  minimum  amount  of  $10,000,000 and in integral multiples of
$1,000,000 in excess thereof. Eurodollar Rate Advances may be voluntarily repaid
or  prepaid  prior to the last day of the applicable Interest Period, subject to
the  indemnification  provisions  contained  in  Section 4.4, provided, that the
                                                 -----------  --------
Borrower  may  not  so  prepay  Eurodollar  Rate  Advances  unless it shall have
provided  at  least  three  (3)  Business  Days'  prior  written  notice  to the
Administrative  Agent  of  such  prepayment and provided, further, that optional
                                                --------  -------
prepayments  of  Eurodollar  Rate Advances made pursuant to Section 2.1 shall be
                                                            -----------
for  the  entire  amount  of  the  outstanding  Eurodollar  Rate  Advance.
2.5     Reduction  of Revolving Loan Commitments.  Prior to the Conversion Date,
        ----------------------------------------
the  Borrower  may permanently reduce the Aggregate Revolving Loan Commitment in
whole,  or  in part ratably among the Lenders, in an aggregate minimum amount of
$25,000,000  and  integral  multiples  of  $5,000,000  in  excess of that amount
(unless  the  Aggregate  Revolving Loan Commitment is reduced in whole), upon at
least three (3) Business Day's prior written notice to the Administrative Agent,
which  notice shall specify the amount of any such reduction; provided, however,
                                                              --------  -------
that  the  amount  of the Aggregate Revolving Loan Commitment may not be reduced
below  the  aggregate  principal  amount  of  the  outstanding  Revolving Credit
Obligations.  All  accrued  Facility Fees shall be payable on the effective date
of  any  termination  of the obligations of the Lenders to make Loans  hereunder
(other than a termination of such obligations pursuant to Section 2.2(b)) or any
                                                          --------------
reduction  of  the Aggregate Revolving Loan Commitment on the amount so reduced.
2.6     Method  of  Borrowing.  Not  later than 2:00 p.m. (Chicago time) on each
        ---------------------
Borrowing  Date,  each  Lender  shall  make  available  its  Revolving  Loan, in
immediately  available  funds,  to  the  Administrative  Agent  at  its  address
specified  pursuant to Article XIV.  The Administrative Agent will promptly make
                       -----------
the  funds  so  received  from  the  Lenders  available  to  the Borrower at the
Administrative  Agent's  aforesaid  address.
2.7     Method  of  Selecting  Types  and  Interest  Periods  for Advances.  The
        ------------------------------------------------------------------
Borrower  shall  select  the Type of Advance and, in the case of each Eurodollar
Rate  Advance, the Interest Period applicable to each Advance from time to time.
The  Borrower  shall  give  the  Administrative  Agent  irrevocable  notice  in
substantially  the  form of Exhibit B hereto (a "BORROWING/ELECTION NOTICE") not
                            ---------
later than 11:00 a.m. (Chicago time) (a) on or before the Borrowing Date of each
Floating  Rate Advance and (b) three (3) Business Days before the Borrowing Date
for  each  Eurodollar  Rate  Advance  specifying:  (i) the Borrowing Date (which
shall  be  a  Business  Day)  of such Advance; (ii) the aggregate amount of such
Advance;  (iii)  the  Type  of  Advance  selected;  and (iv) in the case of each
Eurodollar  Rate  Advance,  the  Interest  Period  applicable thereto; provided,
                                                                       --------
however,  that  with  respect to the borrowing on the Initial Funding Date, such
     --
notice  shall  be  delivered  in accordance with the terms of Section 2.1(a) and
                                                              --------------
shall  be  accompanied  by  the  documentation  specified  in such Section.  The
Borrower  shall  select  Interest Periods so that, to the best of the Borrower's
knowledge,  it  will  not  be  necessary  to  prepay  all  or any portion of any
Eurodollar  Rate Advance prior to the last day of the applicable Interest Period
in order to make mandatory prepayments as required pursuant to the terms hereof.
Each  Floating  Rate  Advance  and  all  Obligations other than Loans shall bear
interest  from and including the date of the making of such Advance, in the case
of  Floating Rate Advances, and the date such Obligation is due and owing in the
case  of  such  other  Obligations, to (but not including) the date of repayment
thereof  at  the  Alternate  Base Rate, changing when and as such Alternate Base
Rate  changes.  Changes  in  the  rate  of interest on that portion of the Loans
maintained  as  Floating  Rate  Loans  will take effect simultaneously with each
change  in  the  Alternate  Base  Rate.  Each Eurodollar Rate Advance shall bear
interest  from  and  including  the  first day of the Interest Period applicable
thereto  to  (but  not  including)  the  last day of such Interest Period at the
interest rate determined as applicable to such Eurodollar Rate Advance, changing
when  and  as the Applicable Margin changes.  Changes in the rate of interest on
that  portion  of  the  Loans  maintained  as Eurodollar Rate Advances will take
effect  simultaneously  with  each  change  in  the  Applicable  Margin.
2.8     Minimum  Amount  of  Each Advance.  Each Advance shall be in the minimum
        ---------------------------------
amount  of  $10,000,000  (and  in multiples of $1,000,000 if in excess thereof);
provided,  however,  that  any Floating Rate Advance may be in the amount of the
   -----   -------
unused  Aggregate  Revolving  Loan  Commitment.
2.9     Method  of  Selecting  Types  and  Interest  Periods  for Conversion and
        ------------------------------------------------------------------------
Continuation  of  Advances.
      --------------------
(A)     Right  to Convert.  The Borrower may elect from time to time, subject to
        -----------------
the  provisions  of Section 2.3 and this Section 2.9, to convert all or any part
                    -----------          -----------
of  a  Loan of any Type into any other Type or Types of Loans; provided that any
                                                               --------
conversion  of  any  Eurodollar  Rate Advance shall be made on, and only on, the
last  day  of  the  Interest  Period  applicable  thereto.
(B)     Automatic  Conversion  and  Continuation.  Floating  Rate  Loans  shall
        ----------------------------------------
continue  as  Floating  Rate Loans unless and until such Floating Rate Loans are
repaid  or  converted  into  Eurodollar Rate Loans.  Eurodollar Rate Loans shall
continue  as Eurodollar Rate Loans until the end of the then applicable Interest
Period therefor, at which time such Eurodollar Rate Loans shall be automatically
converted  into  Floating  Rate Loans unless the Borrower shall have repaid such
Loans  or  given  the  Administrative  Agent  a  Borrowing/Election  Notice  in
accordance  with  Section  2.9(D)  requesting  that, at the end of such Interest
                  ---------------
Period,  such  Eurodollar  Rate  Loans  continue  as  a  Eurodollar  Rate  Loan.
(C)     No  Conversion  Post-Default.  Notwithstanding  anything to the contrary
        ----------------------------
contained  in Section 2.9(A) or Section 2.9(B), no Loan may be converted into or
              --------------    --------------
continued  as  a  Eurodollar  Rate Loan (except with the consent of the Required
Lenders)  when  any  Default  has  occurred  and  is  continuing.
(D)     Borrowing/Election  Notice.  The  Borrower shall give the Administrative
        --------------------------
Agent  an irrevocable Borrowing/Election Notice of each conversion of a Floating
Rate  Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan
not  later  than  11:00 a.m. (Chicago time) three (3) Business Days prior to the
date of the requested conversion or continuation, specifying:  (i) the requested
date  (which  shall  be a Business Day) of such conversion or continuation; (ii)
the  amount  and  Type  of  the Loan to be converted or continued; and (iii) the
amount  of  Eurodollar  Rate  Loan(s) into which such Loan is to be converted or
continued,  and  the  duration  of  the  Interest  Period  applicable  thereto.
2.10     Default  Rate.  After  the  occurrence  and during the continuance of a
         -------------
Default,  the Administrative Agent or the Required Lenders may, at their option,
by  notice  to the Borrower declare that, (a) the interest rate(s) applicable to
the  Obligations  (other  than  Eurodollar  Rate Advances) shall be equal to the
Alternate  Base  Rate, changing as and when the Alternate Base Rate changes, or,
for  Eurodollar  Rate  Advances, the then highest Eurodollar Rate (utilizing the
highest  Applicable  Margin in effect from time to time), in each case, plus two
                                                                        ----
percent  (2.00%)  per  annum  for  all  Loans and other Obligations, and (b) the
Facility  Fees  shall  be  calculated  using the highest Applicable Facility Fee
Percentage;  provided, that after the occurrence and during the continuance of a
             --------
Default under Sections 8.1(F), (G) or (I), the interest rate described in clause
              ---------------- ---    ---                                 ------
     (a)  above  and  the  Facility  Fee  described in clause (b) above shall be
     ---                                               ----------
applicable  without  any  election  or  action on the part of the Administrative
Agent  or  any  other  Lender.
2.11     Method  of  Payment.  All  payments  of  principal,  interest, fees and
         -------------------
commissions  hereunder shall be made, without setoff, deduction or counterclaim,
in immediately available funds to the Administrative Agent at the Administrative
Agent's  address  specified  pursuant  to  Article  XIV, or at any other Lending
                                           ------------
Installation  of  the  Administrative  Agent  specified  in  writing  by  the
Administrative  Agent  to  the Borrower, by 2:00 p.m. (Chicago time) on the date
when  due and shall be made ratably among the Lenders (unless such amount is not
to  be  shared  ratably  in  accordance  with  the  terms hereof).  Each payment
delivered  to  the  Administrative  Agent for the account of any Lender shall be
delivered  promptly  by the Administrative Agent to such Lender in the same type
of  funds  which  the  Administrative  Agent  received  at its address specified
pursuant  to  Article  XIV  or at any Lending Installation specified in a notice
              ------------
received  by the Administrative Agent from such Lender.  The Borrower authorizes
the  Administrative  Agent to charge the account of the Borrower maintained with
Bank  One  for  each  payment of principal, interest, fees and commissions as it
becomes  due  hereunder.
2.12     Evidence  of  Debt.
         ------------------
     (a)  Each  Lender  shall  maintain in accordance with its usual practice an
account  or  accounts  (a  "LOAN  ACCOUNT")  evidencing  the indebtedness of the
                            -------------
Borrower  to  such  Lender owing to such Lender from time to time, including the
amounts  of  principal and interest payable and paid to such Lender from time to
time  hereunder.
(b)  The  Register  maintained  by  the Administrative Agent pursuant to Section
                                                                         -------
13.3(C)  shall  include  a  control  account,  and a subsidiary account for each
   ----
Lender,  in  which  accounts (taken together) shall be recorded (i) the date and
   --
the  amount  of  each  Loan  made  hereunder,  the Type thereof and the Interest
Period, if any, applicable thereto, (ii) the amount of any principal or interest
due  and  payable  or to become due and payable from the Borrower to each Lender
hereunder,  (iii)  the  effective  date  and amount of each Assignment Agreement
delivered  to  and  accepted  by  it and the parties thereto pursuant to Section
                                                                         -------
13.3,  (iv) the amount of any sum received by the Administrative Agent hereunder
for  the  account  of  the  Lenders and each Lender's share thereof, and (v) all
other  appropriate  debits and credits as provided in this Agreement, including,
without  limitation,  all  fees,  charges,  expenses  and  interest.
(c)  The  entries  made in the Loan Account, the Register and the other accounts
maintained  pursuant  to  subsections  (a)  or  (b)  of  this  Section  shall be
                          ----------------      ---
conclusive  and  binding  for  all  purposes,  absent manifest error, unless the
Borrower  objects to information contained in the Loan Accounts, the Register or
the  other  accounts  within  thirty (30) days of the Borrower's receipt of such
information; provided that the failure of any Lender or the Administrative Agent
             --------
to  maintain  such  accounts or any error therein shall not in any manner affect
the  obligation  of the Borrower to repay the Loans in accordance with the terms
of  this  Agreement.
(d)  Any  Lender may request that the Revolving Loans made by it be evidenced by
a  promissory  note.  In  such  event,  the  Borrower shall prepare, execute and
deliver  to such Lender a promissory note for such Loans payable to the order of
such Lender and in a form approved by the Administrative Agent in its reasonable
discretion  and  consistent  with  the terms of this Agreement.  Thereafter, the
Loans  evidenced by such promissory note and interest thereon shall at all times
(including  after  assignment pursuant to Section 13.3) be represented by one or
                                          ------------
more  promissory  notes  in  such  form  payable to the order of the payee named
therein.
2.13     Telephonic  Notices.  The  Borrower  authorizes  the  Lenders  and  the
         -------------------
Administrative  Agent to extend, convert or continue Advances, effect selections
of  Types  of Advances and to transfer funds based on telephonic notices made by
any  person  or  persons  the  Administrative  Agent or any Lender in good faith
believes to be acting on behalf of the Borrower.  The Borrower agrees to deliver
     promptly  to  the Administrative Agent a written confirmation, signed by an
Authorized  Officer,  if  such  confirmation  is requested by the Administrative
Agent  or  any  Lender, of each telephonic notice.   If the written confirmation
differs  in  any  material  respect  from the action taken by the Administrative
Agent  and  the Lenders, the records of the Administrative Agent and the Lenders
with  respect  to such telephonic notice shall govern absent manifest error.  In
case  of  disagreement  concerning such notices, if the Administrative Agent has
recorded  telephonic  Borrowing/Election  Notices,  such recordings will be made
available  to  the  Borrower  upon  the  Borrower's  request  therefor.
2.14     Promise  to  Pay;  Interest  and Facility Fees; Interest Payment Dates;
         -----------------------------------------------------------------------
Interest  and  Fee  Basis;  Loan  and  Control  Accounts.
   -----------------------------------------------------
(A)     Promise  to  Pay.  The Borrower unconditionally promises to pay when due
        ----------------
the  principal amount of each Loan and all other Obligations incurred by it, and
to pay all unpaid interest accrued thereon, in accordance with the terms of this
     Agreement  and  the  other  Loan  Documents.
(B)     Interest  Payment  Dates.  Interest  accrued  on each Floating Rate Loan
        ------------------------
shall  be  payable  on each Payment Date, commencing with the first such date to
occur  after  the  date  hereof  and  at  maturity  (whether  by acceleration or
otherwise).  Interest  accrued  on each Eurodollar Rate Loan shall be payable on
the  last  day  of  its  applicable  Interest  Period,  on any date on which the
Eurodollar  Rate  Loan  is prepaid, whether by acceleration or otherwise, and at
maturity.  Interest  accrued  on  each  Eurodollar  Rate Loan having an Interest
Period  longer  than  three months shall also be payable on the last day of each
three-month  interval  during  such  Interest  Period.  Interest  accrued on the
principal  balance  of  all other Obligations shall be payable in arrears (i) on
the  last  day  of  each  calendar  quarter,  commencing  on  the first such day
following the incurrence of such Obligation, (ii) upon repayment thereof in full
or  in  part,  and (iii) if not theretofore paid in full, at the time such other
Obligation  becomes  due  and  payable  (whether  by acceleration or otherwise).
(C)     Facility  Fees and Administrative Agent's Fees.  (i)  The Borrower shall
        ----------------------------------------------
pay  to  the  Administrative Agent, for the account of the Lenders in accordance
with  their  Pro  Rata  Shares,  from  and  after  the  Closing  Date  until the
Termination  Date, a facility fee (the "FACILITY FEE") accruing at the per annum
rate  of the then Applicable Facility Fee Percentage, on the Aggregate Revolving
Loan  Commitment (whether used or unused) (or, from and after the earlier of the
Conversion  Date or the Commitment Termination Date, the average daily aggregate
principal  amount  of  all  Loans).  All  such  Facility Fees payable under this
clause  (C) shall be payable quarterly in arrears on each Payment Date occurring
     ------
after  the  Closing  Date  (with the first such payment being calculated for the
period from the Closing Date and ending on June 30, 2000) and on the Termination
Date.
     (ii)  Ralston  shall  pay  or  shall  cause  Energizer  to  pay  to  the
Administrative  Agent  for  the sole account of the Administrative Agent and the
Arranger  (unless  otherwise  agreed  between  the  Administrative Agent and the
Arranger  and  any  Lender) the fees set forth in the letter agreement among the
Administrative  Agent,  the  Arranger,  Ralston and Energizer dated February 16,
2000,  payable  at  the  times  and  in  the  amounts  set  forth  therein.
(D)     Interest  and  Fee  Basis; Applicable Margin and Applicable Facility Fee
        ------------------------------------------------------------------------
Percentage.
  --------
     (i)  Interest  accrued  on  Eurodollar  Rate  Advances,  Facility  Fees and
Floating  Rate  Advances  where  the  basis for calculation is the Federal Funds
Effective  Rate  shall  be  calculated for actual days elapsed on the basis of a
year of 360 days, and interest accrued on Floating Rate Advances where the basis
for calculation is the Prime Rate shall be calculated for actual days elapsed on
the  basis  of  a year of 365, or when appropriate 366, days.  Interest shall be
payable for the day an Obligation is incurred but not for the day of any payment
on  the  amount paid if payment is received prior to 2:00 p.m. (Chicago time) at
the  place  of payment.  If any payment of principal of or interest on a Loan or
any  payment  of  any other Obligations shall become due on a day which is not a
Business  Day,  such  payment  shall be made on the next succeeding Business Day
and,  in  the  case  of  a  principal  payment,  such extension of time shall be
included  in  computing  interest,  fees and commissions in connection with such
payment.
(ii)  The  Applicable  Margin  and  Applicable  Facility Fee Percentage shall be
determined  from  time to time by reference to the table set forth below, on the
basis  of  the  then  applicable  Leverage  Ratio  as  described in this Section
                                                                         -------
2.14(D)(ii):
       ----

          APPLICABLE
                                       FACILITY FEE
               LEVERAGE RATIO     APPLICABLE MARGIN     PERCENTAGE
               --------------     -----------------     ----------
Level  I
<1.0  to  1.0     0.40%     0.10%
-------------     -----     -----
Level  II
1.0  to  1.0  and
<1.5  to  1.0     0.525%     0.10%
-------------     ------     -----
Level  III
1.5  to  1.0  and
<2.0  to  1.0     0.625%     0.125%
                  ------     ------
Level  IV
2.0  to  1.0  and
<2.5  to  1.0     0.850%     0.150%
                  ------     ------
Level  V
2.5  to  1.0     1.075%     0.175%
------------     ------     ------

For purposes of this Section 2.14(D)(ii), the Leverage Ratio shall be calculated
                     -------------------
as  provided  in  Section  7.4(A).  Upon  receipt  of  the  financial statements
                  ---------------
delivered  pursuant to Section 7.1(A)(i) and (ii), as applicable, the Applicable
                       -----------------     ----
Margin  and  Applicable  Facility  Fee  Percentage  and  shall be adjusted, such
adjustment  being  effective five (5) Business Days following the Administrative
Agent's  receipt  of  such  financial  statements and the compliance certificate
required  to  be  delivered  in  connection  therewith  pursuant  to  Section
                                                                      -------
7.1(A)(iii);  provided, that if the Borrower shall not have timely delivered its
              --------
financial  statements  in  accordance  with  Section  7.1(A)(i)  or  (ii),  as
                                             ------------------      ----
applicable,  then  commencing  on  the date upon which such financial statements
should have been delivered and continuing until five (5) Business Days following
the  date  such financial statements are actually delivered, it shall be assumed
for  purposes  of  determining the Applicable Margin and Applicable Facility Fee
Percentage  that  the  Leverage  Ratio  was  greater than 2.5 to 1.0 and Level V
pricing  shall  be  applicable.
     (iii)  Notwithstanding  anything  herein  to the contrary, from the Closing
Date  to  but  not  including  the  fifth  Business Day following receipt of the
Borrower's  financial statements delivered pursuant to Section 7.1(A)(i) for the
                                                       -----------------
fiscal  quarter  ending  June  30,  2000,  the  Applicable Margin and Applicable
Facility Fee Percentage shall be set at the greater of (a) Level III and (b) the
Level  determined  in  accordance  with  clause  (ii)  above.
2.15     Notification  of  Advances,  Interest  Rates, Prepayments and Aggregate
         -----------------------------------------------------------------------
Revolving  Loan  Commitment  Reductions.  Promptly  after  receipt  thereof, the
   ------------------------------------
Administrative  Agent  will notify each Lender of the contents of each Aggregate
   --
Revolving  Loan Commitment reduction notice, Borrowing/Election Notice repayment
notice  and  issuance  of Letter of Credit notice received by it hereunder.  The
Administrative  Agent will notify each Lender of the interest rate applicable to
each  Eurodollar Rate Loan promptly upon determination of such interest rate and
will  give  each Lender prompt notice of each change in the Alternate Base Rate.
2.16     Lending  Installations.  Each  Lender may book its Loans at any Lending
         ----------------------
Installation  selected  by  such  Lender and may change its Lending Installation
from  time to time.  All terms of this Agreement shall apply to any such Lending
Installation.  Subject  to  the  provisions  of Section 4.6, each Lender may, by
                                                -----------
written  or  facsimile  notice  to  the  Administrative  Agent and the Borrower,
designate  a Lending Installation through which Loans will be made by it and for
whose  account  Loan  payments  are  to  be  made.
2.17     Non-Receipt  of Funds by the Administrative Agent.  Unless the Borrower
         -------------------------------------------------
or  a Lender, as the case may be, notifies the Administrative Agent prior to the
date on which it is scheduled to make payment to the Administrative Agent of (i)
in  the  case  of  a  Lender,  the proceeds of a Loan or (ii) in the case of the
Borrower,  a  payment of principal, interest or fees to the Administrative Agent
for  the  account  of the Lenders, that it does not intend to make such payment,
the  Administrative  Agent  may  assume  that  such  payment has been made.  The
Administrative Agent may, but shall not be obligated to, make the amount of such
payment  available  to  the intended recipient in reliance upon such assumption.
If  such  Lender  or the Borrower, as the case may be, has not in fact made such
payment  to  the  Administrative  Agent, the recipient of such payment shall, on
demand by the Administrative Agent, repay to the Administrative Agent the amount
so  made  available together with interest thereon in respect of each day during
the  period  commencing  on  the  date  such amount was so made available by the
Administrative  Agent  until  the  date  the  Administrative Agent recovers such
amount  at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal  Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower,  the  interest  rate  applicable  to  the  relevant  Loan.
2.18     Termination  Date.  This  Agreement  shall  be  effective  until  the
         -----------------
Termination  Date.  Notwithstanding the termination of this Agreement, until all
of the Obligations (other than contingent indemnity obligations) shall have been
fully  and indefeasibly paid and satisfied in cash (to the full extent that such
Obligations  are  payable  in  cash)  and  all  financing arrangements among the
Borrower  and  the  Lenders  shall  have  been terminated, all of the rights and
remedies  under  this  Agreement  and  the  other  Loan Documents shall survive.
2.19     Replacement  of  Certain  Lenders.  In  the  event  a Lender ("AFFECTED
         ---------------------------------
LENDER")  shall  have:  (i)  failed  to  fund  its Pro Rata Share of any Advance
requested  by  the  Borrower,  which  such Lender is obligated to fund under the
terms  of  this  Agreement  and which failure has not been cured, (ii) requested
compensation  from the Borrower under Sections 4.1, 4.2 or 4.5 to recover Taxes,
                                      ------------  ---    ---
Other  Taxes  or  other  additional  costs incurred by such Lender which are not
being incurred generally by the other Lenders, (iii) delivered a notice pursuant
to  Section  4.3  claiming  that such Lender is unable to extend Eurodollar Rate
    ------------
Loans  to the Borrower for reasons not generally applicable to the other Lenders
or  (iv)  has  invoked Section 10.2, then, in any such case, the Borrower or the
                       ------------
Administrative  Agent  may  make  written demand on such Affected Lender (with a
copy  to  the Administrative Agent in the case of a demand by the Borrower and a
copy  to  the  Borrower in the case of a demand by the Administrative Agent) for
the  Affected  Lender to assign, and such Affected Lender shall use commercially
reasonable  efforts  to  assign pursuant to one or more duly executed Assignment
Agreements  five (5) Business Days after the date of such demand, to one or more
financial institutions that comply with the provisions of Section 13.3 which the
                                                          ------------
Borrower or the Administrative Agent, as the case may be, shall have engaged for
such  purpose  ("REPLACEMENT  LENDER"), all of such Affected Lender's rights and
obligations  under  this  Agreement  and  the  other  Loan Documents (including,
without  limitation, its Revolving Loan Commitment and all Loans owing to it) in
accordance  with  Section  13.3.  The  Administrative  Agent  agrees,  upon  the
                  -------------
occurrence  of  such  events  with  respect  to  an Affected Lender and upon the
written  request  of  the  Borrower, to use its reasonable efforts to obtain the
commitments  from  one  or  more  financial institutions to act as a Replacement
Lender.  The  Administrative  Agent is authorized to execute one or more of such
Assignment  Agreements  as  attorney-in-fact  for any Affected Lender failing to
execute  and  deliver  the  same within five (5) Business Days after the date of
such demand.  Further, with respect to such assignment the Affected Lender shall
have  concurrently  received, in cash, all amounts due and owing to the Affected
Lender  hereunder  or  under  any  other  Loan  Document,  including,  without
limitation, the aggregate outstanding principal amount of the Loans owed to such
Lender,  together  with  accrued  interest  thereon  through  the  date  of such
assignment, amounts payable under Sections 4.1, 4.2 and 4.5 with respect to such
                                  ------------  ---     ---
Affected  Lender  and compensation payable under Section 2.14(C) in the event of
                                                 ---------------
any replacement of any Affected Lender under clause (ii) or clause (iii) of this
                                             -----------    ------------
Section  2.19;  provided  that  upon  such  Affected  Lender's replacement, such
-------------   --------
Affected  Lender  shall  cease  to  be  a  party hereto but shall continue to be
------
entitled  to the benefits of Sections 4.1, 4.2, 4.4, 4.5 and 10.7, as well as to
------                       ------------  ---  ---  ---     ----
any  fees accrued for its account hereunder and not yet paid, and shall continue
to  be  obligated  under  Section  11.8  with  respect  to  losses, obligations,
                          -------------
liabilities,  damages,  penalties,  actions,  judgements,  costs,  expenses  or
disbursements  for  matters which occurred prior to the date the Affected Lender
is  replaced.  Upon  the  replacement  of  any  Affected Lender pursuant to this
Section 2.19, the provisions of Section 9.2 shall continue to apply with respect
     -------                    -----------
to  Loans  which  are then outstanding with respect to which the Affected Lender
failed  to  fund  its  Pro  Rata  Share  and  which  failure has not been cured.
ARTICLE  III:     [RESERVED]
-------------     ----------
ARTICLE  IV:     YIELD  PROTECTION;  TAXES
------------     -------------------------
4.1     Yield  Protection.  If,  on  or  after  the  date of this Agreement, the
        -----------------
adoption  of any law or any governmental or quasi-governmental rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
change  in  the  interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
     interpretation  or  administration  thereof, or compliance by any Lender or
applicable  Lending  Installation  with any request or directive (whether or not
having  the  force  of  law)  of  any such authority, central bank or comparable
agency:
(i)     subjects any Lender or any applicable Lending Installation to any Taxes,
or  changes  the  basis  of  taxation  of  payments  (other than with respect to
Excluded  Taxes)  to  any  Lender  in  respect  of  its  Loans,  or
(ii)     imposes  or  increases  or  deems  applicable  any reserve, assessment,
insurance  charge,  special  deposit  or  similar requirement against assets of,
deposits  with  or  for the account of, or credit extended by, any Lender or any
applicable  Lending Installation (other than reserves and assessments taken into
account  in  determining  the  interest  rate  applicable  to  Eurodollar  Rate
Advances),  or
(iii)     imposes  any  other  condition  the result of which is to increase the
cost  to any Lender or any applicable Lending Installation of making, funding or
maintaining  its  Loans  or  reduces  any amount receivable by any Lender or any
applicable  Lending  Installation  in connection with its Loans, or requires any
Lender  or any applicable Lending Installation to make any payment calculated by
reference  to  the amount of Loans held or interest received by it, by an amount
deemed  material  by  such  Lender,
and the result of any of the foregoing is to increase the cost to such Lender or
applicable  Lending Installation of making or maintaining its Loans or Revolving
Loan  Commitment  or  to reduce the return received by such Lender or applicable
Lending Installation in connection with such Loans or Revolving Loan Commitment,
then,  within fifteen (15) days of demand by such Lender, the Borrower shall pay
such Lender such additional amount or amounts as will compensate such Lender for
such  increased  cost  or  reduction  in  amount  received.
     Notwithstanding the foregoing provisions of this Section 4.1, if any Lender
                                                      -----------
fails  to  notify  the  Borrower of any event or circumstance which will entitle
such Lender to compensation pursuant to this Section 4.1 within ninety (90) days
                                             -----------
after  such  Lender  obtains  knowledge of such event or circumstance, then such
Lender  shall  not  be entitled to compensation from the Borrower for any amount
arising  prior  to  the  date which is ninety (90) days before the date on which
such  Lender  notifies  the  Borrower  of  such  event  or  circumstance.
4.2     Changes  in  Capital  Adequacy  Regulations.  If a Lender determines the
        -------------------------------------------
amount  of  capital  required  or  expected to be maintained by such Lender, any
Lending  Installation  of such Lender or any corporation controlling such Lender
is  increased  as  a  result of a Change, then, within 15 days of demand by such
Lender,  the  Borrower  shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
     which  such Lender reasonably determines is attributable to this Agreement,
its  Loans or its Revolving Loan Commitment hereunder (after taking into account
such  Lender's  customary  policies as to capital adequacy).  "CHANGE" means (i)
any change after the date of this Agreement in the Risk-Based Capital Guidelines
or  (ii)  any  adoption  of  or  change  in  any  other  law,  governmental  or
quasi-governmental  rule,  regulation,  policy,  guideline,  interpretation,  or
directive  (whether  or  not  having  the  force  of law) after the date of this
Agreement  which  affects  the  amount  of  capital  required  or expected to be
maintained  by  any  Lender  or  any  Lending  Installation  or  any corporation
controlling  any  Lender.  "RISK-BASED  CAPITAL  GUIDELINES"  means  (i)  the
risk-based capital guidelines in effect in the United States on the date of this
Agreement,  including  transition  rules,  and  (ii)  the  corresponding capital
regulations  promulgated  by  regulatory  authorities  outside the United States
implementing  the  July 1988 report of the Basle Committee on Banking Regulation
and  Supervisory  Practices  Entitled  "International  Convergence  of  Capital
Measurements  and  Capital  Standards,"  including  transition  rules,  and  any
amendments  to  such  regulations  adopted  prior to the date of this Agreement.
4.3     Availability  of  Types  of  Advances.  If  any  Lender  determines that
        -------------------------------------
maintenance  of  its  Eurodollar  Rate  Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or not
having  the force of law, or if the Required Lenders determine that (i) deposits
of  a  type  and maturity appropriate to match fund Eurodollar Rate Advances are
not  available  or (ii) the interest rate applicable to Eurodollar Rate Advances
does  not  accurately  reflect the cost of making or maintaining Eurodollar Rate
Advances,  then  the  Administrative  Agent  shall  suspend  the availability of
Eurodollar Rate Advances and require any affected Eurodollar Rate Advances to be
repaid  or  converted  to  Floating Rate Advances, subject to the payment of any
funding  indemnification  amounts  required  by  Section  4.4.
                                                 ------------
4.4     Funding  Indemnification.  If  any  payment of a Eurodollar Rate Advance
        ------------------------
occurs  on  a  date which is not the last day of the applicable Interest Period,
whether  because  of acceleration, prepayment or otherwise, or a Eurodollar Rate
Advance  is  not made on the date specified by the Borrower for any reason other
than  default  by  the  Lenders, the Borrower will indemnify each Lender for any
loss  or  cost  incurred  by  it resulting therefrom (excluding loss of margin),
including,  without  limitation,  any  loss  or cost in liquidating or employing
deposits  acquired  to  fund  or  maintain  such  Eurodollar  Rate  Advance.
4.5     Taxes.  (i)  All  payments  by the Borrower to or for the account of any
        -----
Lender  or  the  Administrative  Agent  hereunder or under any of the other Loan
Documents  shall be made free and clear of and without deduction for any and all
Taxes.  If  the Borrower shall be required by law to deduct any Taxes from or in
respect  of any sum payable hereunder to any Lender or the Administrative Agent,
(a)  the  sum  payable  shall be increased as necessary so that after making all
required  deductions (including deductions applicable to additional sums payable
under this Section 4.5) such Lender or the Administrative Agent (as the case may
           -----------
be)  receives  an  amount  equal  to  the sum it would have received had no such
deductions  been  made,  (b)  the  Borrower  shall make such deductions, (c) the
Borrower  shall  pay  the  full  amount  deducted  to  the relevant authority in
accordance  with  applicable  law  and  (d)  the  Borrower  shall furnish to the
Administrative  Agent  the original copy of a receipt evidencing payment thereof
within  thirty  (30)  days  after  such  payment  is  made.  Such  Lender or the
Administrative  Agent, as the case may be, shall promptly reimburse the Borrower
for such payments to the extent such Lender or the Administrative Agent receives
actual  knowledge  that  it  has  received  any  tax  credit or other benefit in
connection with such tax payments and that such tax credit or benefit is clearly
attributable  to  this  Agreement.
     (ii)  In  addition, the Borrower hereby agrees to pay any present or future
stamp  or  documentary  taxes and any other excise or property taxes, charges or
similar  levies  which  arise  from  any  payment  made  hereunder  or under any
promissory  note  issued  hereunder  or  from  the  execution or delivery of, or
otherwise  with  respect  to,  this  Agreement  or  any  promissory  note issued
hereunder  ("OTHER  TAXES").
(iii)  The Borrower hereby agrees to indemnify the Administrative Agent and each
Lender  for  the  full  amount  of  Taxes  or  Other  Taxes  (including, without
limitation,  any  Taxes  or  Other  Taxes  imposed on amounts payable under this
Section  4.5)  paid by the Administrative Agent or such Lender and any liability
     -------
(including  penalties,  interest and expenses) arising therefrom or with respect
thereto.  Payments  due  under  this indemnification shall be made within thirty
(30)  days  of  the  date  the  Administrative Agent or such Lender makes demand
therefor  pursuant  to  Section  4.6.
                        ------------
(iv)  Each  Lender  that is not incorporated under the laws of the United States
of  America  or  a state thereof (each a "Non-U.S. Lender") agrees that it will,
not  less  than ten (10) Business Days after the date of this Agreement, deliver
to  each  of  the Borrower and the Administrative Agent a United States Internal
Revenue  Form W-8 or W-9, as the case may be, and certify that it is entitled to
an  exemption  from  United States backup withholding tax.  Each Non-U.S. Lender
further  undertakes  to  deliver  to each of the Borrower and the Administrative
Agent  (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by  it,  such  additional  forms  or  amendments  thereto  as  may be reasonably
requested  by the Borrower or the Administrative Agent.  All forms or amendments
described  in  the preceding sentence shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United  States  federal  income  taxes,  unless  an  event  (including  without
limitation  any  change  in treaty, law or regulation) has occurred prior to the
date  on  which  any such delivery would otherwise be required which renders all
such  forms inapplicable or which would prevent such Lender from duly completing
and  delivering  any  such  form or amendment with respect to it and such Lender
advises  the  Borrower  and  the  Administrative Agent that it is not capable of
receiving payments without any deduction or withholding of United States federal
income  tax.
(v)  For  any  period  during  which a Non-U.S. Lender has failed to provide the
Borrower  with  an  appropriate form pursuant to clause (iv), above (unless such
failure  is  due  to a change in treaty, law or regulation, or any change in the
interpretation  or  administration  thereof  by  any  governmental  authority,
occurring  subsequent  to the date on which a form originally was required to be
provided),  such  Non-U.S. Lender shall not be entitled to indemnification under
this  Section  4.5  with respect to Taxes imposed by the United States; provided
      ------------
that,  should  a  Non-U.S. Lender which is otherwise exempt from or subject to a
reduced  rate  of withholding tax become subject to Taxes because of its failure
to  deliver  a  form  required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request (without cost to the
Borrower)  to  assist  such  Non-U.S.  Lender  to  recover  such  Taxes.
(vi)  Any  Lender  that  is  entitled  to  an  exemption  from  or  reduction of
withholding  tax with respect to payments under this Agreement or any promissory
note  issued  hereunder  pursuant to the law of any relevant jurisdiction or any
treaty  shall deliver to the Borrower (with a copy to the Administrative Agent),
at  the  time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to  be  made  without  withholding  or  at  a  reduced  rate.
(vii)  If  the U.S. Internal Revenue Service or any other governmental authority
of  the  United States or any other country or any political subdivision thereof
asserts a claim that the Administrative Agent did not properly withhold tax from
amounts  paid  to or for the account of any Lender (because the appropriate form
was  not  delivered  or properly completed, because such Lender failed to notify
the  Administrative  Agent  of  a  change  in  circumstances  which rendered its
exemption  from withholding ineffective, or for any other reason other than as a
result  of  the  gross  negligence  or  willful misconduct of the Administrative
Agent),  such  Lender  shall  indemnify  the  Administrative Agent fully for all
amounts  paid,  directly  or  indirectly,  by  the  Administrative Agent as tax,
withholding  therefor,  or  otherwise,  including  penalties  and  interest, and
including  taxes  imposed  by  any  jurisdiction  on  amounts  payable  to  the
Administrative Agent under this subsection, together with all costs and expenses
related  thereto (including attorneys fees and time charges of attorneys for the
Administrative  Agent,  which  attorneys  may be employees of the Administrative
Agent).  The  obligations  of  the  Lenders  under  this  Section 4.5(vii) shall
                                                          ----------------
survive  the  payment  of  the  Obligations  and  termination of this Agreement.
4.6     Lender  Statements;  Survival  of  Indemnity.  To  the extent reasonably
        --------------------------------------------
possible,  each  Lender  shall  designate an alternate Lending Installation with
respect  to its Eurodollar Rate Loans to reduce any liability of the Borrower to
such  Lender  under  Sections 4.1, 4.2 and 4.5 or to avoid the unavailability of
                     ------------  ---     ---
Eurodollar  Rate Advances under Section 4.3, so long as such designation is not,
                                -----------
in the reasonable judgment of such Lender, disadvantageous to such Lender.  Each
     Lender  shall  deliver  a  written statement of such Lender to the Borrower
(with  a  copy  to the Administrative Agent) as to the amount due, if any, under
Section  4.1,  4.2,  4.4  or  4.5.  Such  written  statement  shall set forth in
  ----------   ---   ---      ---
reasonable detail the calculations upon which such Lender determined such amount
  -----
and  shall  be  final,  conclusive and binding on the Borrower in the absence of
manifest  error.  Determination  of  amounts  payable  under  such  Sections  in
connection with a Eurodollar Rate Loan shall be calculated as though each Lender
funded  its  Eurodollar  Rate Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in determining the
Eurodollar  Rate  applicable  to  such Loan, whether in fact that is the case or
not,  and  without  regard to loss of margin.  Unless otherwise provided herein,
the  amount specified in the written statement of any Lender shall be payable on
demand after receipt by the Borrower of such written statement.  The obligations
of  the  Borrower  under Sections 4.1, 4.2, 4.4 and 4.5 shall survive payment of
                         ------------  ---  ---     ---
the  Obligations  and  termination  of  this  Agreement.
ARTICLE  V:     CONDITIONS  PRECEDENT
-----------     ---------------------
5.1     Initial Advances.  The Lenders shall not be required to make the initial
        ----------------
     Loans unless the Borrower has furnished to the Administrative Agent each of
the following, with sufficient copies for the Lenders, all in form and substance
satisfactory  to  the  Administrative  Agent  and  the  Lenders:
     (1)  Copies  of  the Certificate of Incorporation of Ralston, Energizer and
each  of  the  Subsidiary  Guarantors  (other than Energizer) (collectively, the
"LOAN  PARTIES"),  together  with  all  amendments  and  a  certificate  of good
standing,  both  certified  by  the  appropriate  governmental  officer  in  its
jurisdiction  of  incorporation;
(2)  Copies,  certified  by  the Secretary or Assistant Secretary of each of the
Loan  Parties,  of  its  By-Laws and of its Board of Directors' resolutions (and
resolutions  of  other  bodies,  if  any are deemed necessary by counsel for any
Lender)  authorizing  the  execution  of  the Loan Documents entered into by it;
(3)  An incumbency certificate, executed by the Secretary or Assistant Secretary
of each of the Loan Parties, which shall identify by name and title and bear the
signature  of  the  officers  of  the  Loan  Parties authorized to sign the Loan
Documents  and  the  officers of Ralston and (from and after the consummation of
the  Debt  Assumption)  Energizer  authorized to make borrowings hereunder, upon
which  certificate  the  Lenders shall be entitled to rely until informed of any
change  in  writing by the Borrower; provided, that any officer who will neither
be  a  signatory  to  this  Agreement  nor  an  individual requesting borrowings
hereunder, shall be permitted to deliver a facsimile of such officer's signature
in  satisfaction  of  this  Section  5.1(3);
                            ---------------
(4)  Certificates,  in  form  and  substance  satisfactory to the Administrative
Agent, (a) signed by the Chief Financial Officer of Ralston, stating that on the
Initial  Funding  Date all the representations in this Agreement made by Ralston
are  true  and  correct  and no Default or Unmatured Default has occurred and is
continuing and (b) signed by the Executive Vice President-Finance and Control of
Energizer,  stating that on the Initial Funding Date, all of the representations
in this Agreement to be made by Energizer on the Spin-Off Date would be true and
correct  if  such  representations were made by Energizer on the Initial Funding
Date;
(5)  The  written  opinion  of  the  Loan  Parties'  counsel,  addressed  to the
Administrative  Agent and the Lenders, in substantially the form attached hereto
as  Exhibit  D  and  containing assumptions and qualifications acceptable to the
    ----------
Administrative  Agent  and  the  Lenders;
(6)  A  certificate  in  form  and  substance satisfactory to the Administrative
Agent, signed  by the chief financial officer or Treasurer of Energizer, stating
that,  after  taking  into consideration all information available at such time,
such officer neither knows nor should know of any information that would prevent
the  Net  Worth  Condition  from  being satisfied as of the Spin-Off Date, after
giving  effect  to  the  Spin-Off  Transactions  and  after  all  post-closing
adjustments  have  been  made;
(7)  Evidence satisfactory to the Administrative Agent that, except as set forth
on  Schedule  6.21  of  this  Agreement,  (i)  all  conditions  precedent to the
consummation of the Spin-Off  have been satisfied in all material respects, (ii)
the  Spin-Off  Transactions have been approved by all necessary corporate action
of  Ralston's and Energizer's Board of Directors and, if required, shareholders,
and  the  terms  of  the  Spin-Off Transactions have not been amended, waived or
modified in any material respect from those set forth in the Form 10 without the
approval  of  the  Administrative  Agent  (such  approval not to be unreasonably
withheld); (iii) the Tax Ruling and all necessary regulatory approvals have been
obtained  for  the  consummation  of  the  Spin-Off  Transactions;  and (iv) the
aggregate amount of all loans and committed Financing Facilities (including this
Agreement  and  the  5-Year  Credit  Agreement)  available  to  Energizer  upon
consummation  of  the  Spin-Off Transactions equals or exceeds $650,000,000, and
all  such  commitments  are  identified  on  Schedule  6.21(iv) attached hereto;
(8)  Evidence  satisfactory  to  the  Administrative  Agent that there exists no
injunction  or  temporary  restraining  order  which,  in  the  judgment  of the
Administrative  Agent,  would prohibit the making of the Loans, the consummation
of  the  Spin-Off  Transactions, the consummation of the Debt Assumption and the
other  transactions  contemplated by the Transaction Documents or any litigation
seeking  such  an  injunction  or  restraining  order;
(9)  Written  money  transfer  instructions  reasonably  requested  by  the
Administrative  Agent,  addressed  to  the Administrative Agent and signed by an
Authorized  Officer;
(10)  Opinions  of value, solvency and other appropriate factual information and
advice  in  form  and substance reasonably satisfactory to it and from the chief
financial  officer  of  Energizer  supporting  the conclusions that after giving
effect  to  the Spin-Off Transactions and the Debt Assumption, Energizer and its
Subsidiaries  on a consolidated basis are Solvent and will be Solvent subsequent
to incurring the indebtedness contemplated under the Transaction Documents, will
be able to pay its debts and liabilities as they become due and will not be left
with  unreasonably  small  working  capital  for  general  corporate  purposes;
(11)  Evidence satisfactory to the Administrative Agent that Ralston had paid or
has  caused  Energizer  to  pay to the Administrative Agent and the Arranger the
fees  agreed  to  in  the  fee  letter  dated  February  16,  2000,  among  the
Administrative  Agent,  the  Arranger,  Ralston  and  Energizer;  and
(12)  Such  other  documents  as  the  Administrative Agent or any Lender or its
counsel  may  have  reasonably  requested,  including,  without  limitation, the
Subsidiary  Guaranty,  opinions  of counsel, an officer's no-default certificate
and  each  other document reflected on the List of Closing Documents attached as
Exhibit  E  to  this  Agreement.
 ---------
5.2     Each  Advance.  The  Lenders  shall  not be required to make any Advance
        -------------
unless  on  the  applicable  Borrowing  Date,  both before and after taking into
account  the  proposed  borrowing:
(i)     There  exists  no  Default  or  Unmatured  Default;
(ii)     The representations and warranties contained in Article VI are true and
                                                         ----------
correct in all material respects as of such Borrowing Date except for changes in
the  Schedules  to this Agreement reflecting transactions permitted by or not in
violation  of  this  Agreement;  and
(iii)     The  Revolving  Credit  Obligations  do  not,  and  after  making such
proposed  Advance  would  not,  exceed  the Aggregate Revolving Loan Commitment.
     Each  Borrowing/Election  Notice  with  respect  to each such Advance shall
constitute  a  representation  and  warranty by the Borrower that the conditions
contained  in  Sections  5.2(i)  and  (ii)  have been satisfied.  Any Lender may
               ----------------       ----
require  a  duly  completed  officer's  certificate in substantially the form of
Exhibit F hereto and/or a duly completed compliance certificate in substantially
    -----
the  form  of  Exhibit  G  hereto  as  a  condition  to  making  an  Advance.
               ----------
ARTICLE  VI:     REPRESENTATIONS  AND  WARRANTIES
------------     --------------------------------
     In  order  to induce the Administrative Agent and the Lenders to enter into
this  Agreement  and to make the Loans and the other financial accommodations to
Ralston  and,  after  the  consummation  of  the Debt Assumption, Energizer, (a)
Ralston  represents and warrants as follows in Section 6.1, 6.2, 6.3, 6.14, 6.18
                                               -----------  ---  ---  ----  ----
and 6.21 to each Lender and the Administrative Agent as of the Closing Date, the
     ---
Initial Funding Date and the Spin-Off Date, giving effect to the consummation of
the transactions contemplated by the Transaction Documents as of each such date,
(b)  Energizer  represents  and warrants as follows in Sections 6.4 through 6.23
                                                       ------------         ----
and  Section 6.25 to each Lender and the Administrative Agent as of the Spin-Off
     ------------
Date  (immediately  following  the  consummation of the Debt Assumption), giving
effect  to  the consummation of the transactions contemplated by the Transaction
Documents  as  of  such date, and thereafter on each date as required by Section
                                                                         -------
5.2  (other  than  with  respect  to  Section  6.8  which  shall only be made by
  -                                   ------------
Energizer  as of the Spin-Off Date) and (c) Energizer represents and warrants as
  -
follows  in  Section  6.24  to  each  Lender  and  the Administrative Agent as a
             -------------
condition  to  the  Debt  Assumption, on each Adjustment Date and on the Opening
Balance  Sheet Delivery Date (in each case, as of the Spin-Off Date, taking into
account  the  post-closing  adjustments  made  as  of  such  date):
6.1     Organization;  Corporate  Powers  of  Ralston.  Each  of  Ralston  and
        ---------------------------------------------
Energizer  (i) is a corporation, limited liability company, partnership or other
commercial  entity  duly  organized, validly existing and in good standing under
the  laws  of the jurisdiction of its organization, (ii) is duly qualified to do
business  as  a  foreign  entity  and is in good standing under the laws of each
jurisdiction  in  which  failure  to  be so qualified and in good standing could
reasonably  be  expected  to  have  a Material Adverse Effect, and (iii) has all
requisite  power  and authority to own, operate and encumber its property and to
conduct  its  business  as  presently conducted and as proposed to be conducted.
6.2     Authority  of  Ralston.
        ----------------------
(A)     Ralston  has  the  requisite power and authority to execute, deliver and
perform  each  of  the  Transaction  Documents which are to be executed by it in
connection  with  the Transactions or which have been executed by it as required
by  this Agreement and the other Loan Documents and (ii) to file the Transaction
Documents which must be filed by it in connection with the Transactions or which
     have  been  filed  by  it  as  required  by  this Agreement, the other Loan
Documents  or  otherwise  with  any  Governmental  Authority.
(B)     The  execution, delivery, performance and filing, as the case may be, of
each  of the Transaction Documents which must be executed or filed by Ralston in
connection  with  the  Transactions  or  which  have  been  executed or filed as
required  by  this Agreement, the other Loan Documents or otherwise and to which
Ralston is party, and the consummation of the transactions contemplated thereby,
have  been  duly  approved  by the respective boards of directors of Ralston and
Energizer  and,  if  necessary,  the shareholders of Ralston, and such approvals
have  not been rescinded.  No other action or proceedings on the part of Ralston
or  Energizer  are  necessary  to  consummate  such  transactions.
(C)     Each  of  the Transaction Documents to which Ralston is a party has been
duly executed, delivered or filed, as the case may be, by it and constitutes its
legal,  valid  and binding obligation, enforceable against it in accordance with
its terms (except as enforceability may be limited by bankruptcy, insolvency, or
similar  laws  affecting  the  enforcement of creditors' rights generally and by
general equitable principles, including concepts of reasonableness, materiality,
good  faith  and  fair  dealing  and  the  possible  unavailability  of specific
performance,  injunctive relief or other equitable remedies (whether enforcement
is  sought by proceedings in equity or at law)), is in full force and effect and
no  material term or condition thereof has been amended, modified or waived from
the terms and conditions contained in the Transaction Documents delivered to the
Administrative  Agent  pursuant to Section 5.1 without the prior written consent
                                   -----------
of  the Required Lenders (or all of the Lenders if required by Section 9.3), and
                                                               -----------
Ralston  has  performed  and  complied  with all the material terms, provisions,
agreements  and  conditions  set  forth  therein and required to be performed or
complied with by Ralston on or before the Initial Funding Date, and no unmatured
default,  default or breach of any covenant by any such party exists thereunder.
6.3     No Conflict; Governmental Consents for Ralston.  The execution, delivery
        ----------------------------------------------
     and  performance  of  each  of  the  Loan  Documents  and other Transaction
Documents  to which Ralston is a party do not and will not (i) conflict with the
certificate  or  articles  of  incorporation or by-laws of Ralston or Energizer,
(ii)  with  respect  to the Transaction Documents other than the Loan Documents,
constitute a tortious interference with any Contractual Obligation of Ralston or
conflict  with,  result  in a breach of or constitute (with or without notice or
lapse  of  time  or  both)  a  default  under any Requirement of Law (including,
without  limitation,  any  Environmental  Property  Transfer Act) or Contractual
Obligation  of  Ralston,  or  require termination of any Contractual Obligation,
except  such  interference, breach, default or termination which individually or
in  the  aggregate  could  not reasonably be expected to have a Material Adverse
Effect,  (iii)  with  respect  to  the  Loan  Documents,  constitute  a tortious
interference with any Contractual Obligation of Ralston or conflict with, result
in a breach of or constitute (with or without notice or lapse of time or both) a
default  under  any  Requirement  of  Law  (including,  without  limitation, any
Environmental  Property  Transfer  Act) or Contractual Obligation of Ralston, or
require  termination  of  any  Contractual Obligation, except such interference,
breach or default which individually or in the aggregate could not reasonably be
expected  to  have  a  Material  Adverse  Effect,  (iv) result in or require the
creation or imposition of any Lien whatsoever upon any of the property or assets
of  Ralston, other than Liens permitted or created by the Loan Documents, or (v)
require  any  approval  of  Ralston's  or  Energizer's  Board  of  Directors  or
shareholders,  as  applicable, except such as have been obtained.  Except as set
forth on Schedule 6.3 to this Agreement, the execution, delivery and performance
         ------------
of each of the Transaction Documents to which Ralston is a party do not and will
not  require  any  registration  with,  consent or approval of, or notice to, or
other  action  to,  with  or  by any Governmental Authority, including under any
Environmental  Property  Transfer Act, except filings, consents or notices which
have  been  made,  obtained  or given, or which, if not made, obtained or given,
individually  or  in  the  aggregate  could not reasonably be expected to have a
Material  Adverse  Effect.
6.4     Organization;  Corporate Powers of Energizer.  Energizer and each of its
        --------------------------------------------
Subsidiaries  (i)  is  a  corporation, limited liability company, partnership or
other  commercial  entity  duly organized, validly existing and in good standing
under  the  laws of the jurisdiction of its organization, (ii) is duly qualified
to  do  business  as  a foreign entity and is in good standing under the laws of
each jurisdiction in which failure to be so qualified and in good standing could
reasonably  be  expected  to  have  a Material Adverse Effect, and (iii) has all
requisite  power  and authority to own, operate and encumber its property and to
conduct  its  business  as  presently conducted and as proposed to be conducted.
6.5     Authority  of  Energizer.
        ------------------------
(A)     Energizer  and  each  of  its  Subsidiaries  has the requisite power and
authority  to  execute,  deliver  and  perform each of the Transaction Documents
which are to be executed by it in connection with the Transactions or which have
     been  executed  by  it  as  required  by  this Agreement and the other Loan
Documents  and  (ii) to file the Transaction Documents which must be filed by it
in  connection  with the Transactions or which have been filed by it as required
by  this  Agreement, the other Loan Documents or otherwise with any Governmental
Authority.
(B)     The  execution, delivery, performance and filing, as the case may be, of
each  of  the Transaction Documents which must be executed or filed by Energizer
or  any  of  its  Subsidiaries in connection with the Transactions or which have
been  executed  or filed as required by this Agreement, the other Loan Documents
or otherwise and to which Energizer or any of its Subsidiaries is party, and the
consummation  of  the transactions contemplated thereby, have been duly approved
by  the  respective  boards  of directors and, if necessary, the shareholders of
Energizer  and its Subsidiaries, and such approvals have not been rescinded.  No
other  action  or  proceedings  on the part of Energizer or its Subsidiaries are
necessary  to  consummate  such  transactions.
(C)     Each  of  the  Transaction  Documents  to  which Energizer or any of its
Subsidiaries  is a party has been duly executed, delivered or filed, as the case
may  be,  by  it  and  constitutes  its  legal,  valid  and  binding obligation,
enforceable  against  it  in accordance with its terms (except as enforceability
may  be  limited  by  bankruptcy,  insolvency,  or  similar  laws  affecting the
enforcement  of creditors' rights generally and by general equitable principles,
including  concepts  of reasonableness, materiality, good faith and fair dealing
and  the  possible  unavailability of specific performance, injunctive relief or
other equitable remedies (whether enforcement is sought by proceedings in equity
or  at  law)), is in full force and effect (other than as a result of expiration
in accordance with its terms) and no material term or condition thereof has been
amended,  modified  or  waived  from  the  terms and conditions contained in the
Transaction  Documents delivered to the Administrative Agent pursuant to Section
                                                                         -------
5.1  without  the  prior  written consent of the Required Lenders (or all of the
---
Lenders  if  required  by Section 9.3), and Energizer and its Subsidiaries have,
---                       -----------
and,  to  the  best  of  Energizer's  and its Subsidiaries' knowledge, all other
--
parties  thereto  have,  performed  and  complied  with  all the material terms,
--
provisions,  agreements  and  conditions  set  forth  therein and required to be
--
performed or complied with by such parties on or before the Initial Funding Date
--
or  Spin-Off Date, as applicable, and no unmatured default, default or breach of
any  covenant  by  any  such  party  exists  thereunder.
6.6     No  Conflict;  Governmental  Consents  for  Energizer.  The  execution,
        -----------------------------------------------------
delivery  and  performance  of  each of the Loan Documents and other Transaction
Documents  to  which  Energizer or any of its Subsidiaries is a party do not and
will  not  (i)  conflict  with  the  certificate or articles of incorporation or
by-laws  of  Energizer  or  any  such  Subsidiary,  (ii)  with  respect  to  the
Transaction  Documents  other  than  the  Loan  Documents, constitute a tortious
interference  with  any  Contractual  Obligation of any Person or conflict with,
result  in a breach of or constitute (with or without notice or lapse of time or
both) a default under any Requirement of Law (including, without limitation, any
     Environmental Property Transfer Act) or Contractual Obligation of Energizer
or  any  such  Subsidiary, or require termination of any Contractual Obligation,
except  such  interference, breach, default or termination which individually or
in  the  aggregate  could  not reasonably be expected to have a Material Adverse
Effect,  (iii)  with  respect  to  the  Loan  Documents,  constitute  a tortious
interference  with  any  Contractual  Obligation of any Person or conflict with,
result  in a breach of or constitute (with or without notice or lapse of time or
both) a default under any Requirement of Law (including, without limitation, any
Environmental  Property  Transfer Act) or Contractual Obligation of Energizer or
any  such  Subsidiary,  or  require  termination  of any Contractual Obligation,
except  such  interference,  breach  or  default  which  individually  or in the
aggregate  could  not  reasonably be expected to have a Material Adverse Effect,
(iv) result in or require the creation or imposition of any Lien whatsoever upon
any  of  the  property or assets of Energizer or any such Subsidiary, other than
Liens permitted or created by the Loan Documents, or (v) require any approval of
Energizer's  or  any such Subsidiary's Board of Directors or shareholders except
such  as  have  been  obtained.  Except  as  set  forth  on Schedule 6.6 to this
                                                            ------------
Agreement,  the  execution,  delivery and performance of each of the Transaction
Documents  to  which  Energizer or any of its Subsidiaries is a party do not and
will not require any registration with, consent or approval of, or notice to, or
other  action  to,  with  or  by any Governmental Authority, including under any
Environmental  Property  Transfer Act, except filings, consents or notices which
have  been  made,  obtained  or given, or which, if not made, obtained or given,
individually  or  in  the  aggregate  would not reasonably be expected to have a
Material  Adverse  Effect.
6.7     Financial  Statements.
        ---------------------
(A)     The  pro  forma  historical  balance  sheet (as updated by the pro forma
             ---  -----                                                --- -----
historical balance sheet prepared with respect to Energizer and its Subsidiaries
     as  of  February 29, 2000 (the "SUPPLEMENTAL FINANCIAL STATEMENT")), income
statements  and  statements  of  cash  flow  of  Energizer  and its Subsidiaries
contained  in  the  Form 10 and the projections and assumptions contained in the
Borrower's  Confidential  Information Memorandum dated February, 2000 (the "BANK
BOOK") under Appendix A thereof, copies of which are attached hereto as Schedule
             ----------                                                 --------
6.7  to  this Agreement, present on a pro forma basis the financial condition of
---                                   --- -----
Energizer  and  such  Subsidiaries  as  of such date, and reflect on a pro forma
-                                                                      --- -----
basis  those  liabilities  reflected  in  the  notes  thereto and resulting from
consummation of the Transactions and the other transactions contemplated by this
Agreement,  and  the  payment or accrual of all transaction costs payable on the
Initial  Funding Date and the Spin-Off Date with respect to any of the foregoing
and  demonstrate  that,  after giving effect to such transactions, Energizer and
its  Subsidiaries  can  repay their debts and satisfy their other obligations as
and  when  due,  and  can  comply  with the requirements of this Agreement.  The
projections  and  assumptions  contained  in the Bank Book were prepared in good
faith  and  represent management's opinion based on the information available to
the  Borrower at the time so furnished and, since the preparation thereof and of
the  pro  forma  historical  financial  statements  contained in the Form 10 (as
     ---  -----
updated  by the Supplemental Financial Statement) there has occurred no material
    -
adverse change in the business, financial condition, operations, or prospects of
Energizer or any of its Subsidiaries, or Energizer and its Subsidiaries taken as
a  whole  (it  being  understood that so long as the representation and warranty
contained in Section 6.24 is true and correct at each time Energizer is required
             ------------
to  make  such  representation and warranty pursuant to the introduction to this
Article  VI,  changes from the "Net transactions with RPCO" line item on the pro
  ---------                                                                  ---
forma  statement  of  cash  flow will not constitute a material adverse change).
 ----
(B)     Complete  and  accurate  copies of  the audited financial statements and
the  audit  report  related  thereto  prepared with respect to Energizer and its
Subsidiaries  as  of  September  30,  1999 and unaudited financial statements of
prepared  with respect to Energizer and its Subsidiaries as of December 31, 1999
have  been  delivered  to  the  Administrative  Agent.
(C)     Since  the  financial  statements  prepared as of December 31, 1999, the
historical  pro  forma financial statements contained in the Form 10 (as updated
            ---  -----
by  the  Supplemental  Financial Statement), and the projections and assumptions
included  as  Appendix  A  of the Bank Book, Energizer and its Subsidiaries have
conducted  their  respective  operations  (including,  without  limitation,  any
operations  and  transactions  with Ralston, any holder or holders of any of the
Equity  Interests  of Energizer, or with any Affiliate of Energizer which is not
its  Subsidiary)  according  to  their ordinary and usual course of business and
consistent  with  past practice, as reflected in such financial statements, Form
10  (as  updated  by the Supplemental Financial Statement) and the Bank Book, as
applicable,  in  all  material respects (it being understood that so long as the
representation  and  warranty  contained  in Section 6.24 is true and correct at
                                             ------------
each  time  Energizer  is  required  to  make  such  representation and warranty
pursuant  to  the  introduction  to  this  Article  VI,  changes  from  the "Net
                                           -----------
transactions  with  RPCO" line item on the pro forma statement of cash flow will
                                           --- -----
not  constitute  a  material  deviation  from  past  operations).
6.8     No  Material  Adverse  Change.  Since  each  of  (a)  December  31, 1999
        -----------------------------
(determined  by  reference  to the financial statements prepared with respect to
Energizer  and  its  Subsidiaries),  (b)  the  pro  forma  historical  financial
                                               ---  -----
statements  set  forth  in the Form 10 (as updated by the Supplemental Financial
Statement, and (c) the projections and assumptions included as Appendix A of the
     Bank  Book,  there  has  occurred  no  change  in the business, properties,
condition  (financial  or  otherwise),  performance,  results  of  operations or
prospects  of  Energizer,  or Energizer and its Subsidiaries taken as a whole or
any other event which has had or would reasonably be expected to have a Material
Adverse  Effect  (it  being  understood  that  so long as the representation and
warranty contained in Section 6.24 is true and correct at each time Energizer is
                      ------------
required  to  make such representation and warranty pursuant to the introduction
to  this  Article VI, changes from the "Net transactions with RPCO" line item on
          ----------
the pro forma statement of cash flow  will not constitute an event which has had
    --- -----
or  would  reasonably  be  expected  to  have  a  Material  Adverse  Effect).
6.9     Taxes.
        -----
(A)     Tax  Examinations.  All  deficiencies  which  have been asserted against
        -----------------
Energizer  or any of Energizer's Subsidiaries as a result of any federal, state,
local  or  foreign  tax examination for each taxable year in respect of which an
examination  has  been  conducted have been fully paid or finally settled or are
being  contested  in  good  faith,  and  no  issue has been raised by any taxing
authority  in  any such examination which, by application of similar principles,
reasonably  can be expected to result in assertion by such taxing authority of a
material  deficiency  for  any  other  year  not  so examined which has not been
reserved  for in Energizer's consolidated financial statements to the extent, if
any,  required by Agreement Accounting Principles.  Except as permitted pursuant
to  Section  7.2(D),  neither  Energizer  nor  any  of  Energizer's Subsidiaries
    ---------------
anticipates  any material tax liability with respect to the years which have not
   ----
been  closed  pursuant  to  applicable  law.
(B)     Payment  of  Taxes.  All  tax  returns  and reports of Energizer and its
        ------------------
Subsidiaries  required  to  be  filed  have  been  timely  filed, and all taxes,
assessments,  fees  and  other  governmental  charges  thereupon  and upon their
respective  property,  assets,  income  and  franchises  which are shown in such
returns or reports to be due and payable have been paid except those items which
are  being contested in good faith and have been reserved for in accordance with
Agreement Accounting Principles.  Energizer has no knowledge of any proposed tax
assessment  against Energizer or any of its Subsidiaries that will have or could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
6.10     Litigation;  Loss Contingencies and Violations.  Except as set forth in
         ----------------------------------------------
Schedule  6.10  (the  "DISCLOSED  LITIGATION"),  there  is  no  action,  suit,
--------------
proceeding, arbitration or, to Energizer's knowledge, investigation before or by
----------
     any Governmental Authority or private arbitrator pending or, to Energizer's
knowledge, threatened against Energizer, any of its Subsidiaries or any property
of  any  of them.  Neither any of the Disclosed Litigation nor any action, suit,
proceeding,  arbitration  or investigation which has commenced since the Closing
Date  (or the most recent update of the Disclosed Litigation) (i) challenges the
validity  or  the  enforceability  of  any material provision of the Transaction
Documents or (ii) has or could reasonably be expected to have a Material Adverse
Effect.  There  is  no material loss contingency within the meaning of Agreement
Accounting Principles which has not been reflected in the consolidated financial
statements  of  Energizer  prepared and delivered pursuant to Section 7.1(A) for
                                                              --------------
the  fiscal  period  during  which  such material loss contingency was incurred.
Neither  Energizer  nor  any  of  its  Subsidiaries  is  (A) in violation of any
applicable  Requirements of Law which violation will have or could reasonably be
expected to have a Material Adverse Effect, or (B) subject to or in default with
respect  to  any final judgment, writ, injunction, restraining order or order of
any  nature,  decree,  rule or regulation of any court or Governmental Authority
which  will  have  or  could  reasonably  be expected to have a Material Adverse
Effect.
6.11     Subsidiaries.  Schedule  6.11  to  this  Agreement  (i)  contains  a
         ------------   --------------
description  of  the  corporate structure of Energizer, its Subsidiaries and any
other  Person  in  which  Energizer  or any of its Subsidiaries holds a material
Equity  Interest  after  giving  effect  to  the Spin-Off Transactions; and (ii)
accurately  sets  forth  (A)  the  correct  legal  name,  the  jurisdiction  of
incorporation  and  the  jurisdictions in which each of Energizer and the direct
and  indirect  Subsidiaries of Energizer are qualified to transact business as a
foreign  corporation,  (B) the authorized, issued and outstanding shares of each
class  of Capital Stock of Energizer and each of its Subsidiaries and the owners
of  such  shares  (both  as  of  the  consummation  of  the  Spin-Off  and  on a
fully-diluted  basis), and (C) a summary of the direct and indirect partnership,
joint  venture,  or  other  Equity  Interests,  if  any,  of  Energizer and each
Subsidiary  of  Energizer  in  any  Person that is not a corporation.  After the
formation  or  acquisition of any New Subsidiary permitted under Section 7.3(F),
                                                                 --------------
if  requested  by the Administrative Agent, Energizer shall provide a supplement
to  Schedule  6.11  to  this  Agreement  reflecting  the  addition  of  such New
    --------------
Subsidiary.  Except  as  disclosed  on  Schedule  6.11,  none  of the issued and
   ------                               --------------
outstanding  Capital  Stock  of  Energizer or any of Energizer's Subsidiaries is
   ---
subject  to  any  vesting, redemption, or repurchase agreement, and there are no
warrants  or  options  outstanding  with  respect  to  such  Capital Stock.  The
outstanding  Capital  Stock  of  Energizer  and each of its Subsidiaries is duly
authorized,  validly  issued,  fully  paid  and  nonassessable  and the stock of
Energizer's  Subsidiaries  is  not  Margin  Stock.
6.12     ERISA.  No  Benefit  Plan has incurred any material accumulated funding
         -----
deficiency  (as  defined  in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether or not waived.  Neither Energizer nor any member of the Controlled Group
has  incurred any material liability to the PBGC which remains outstanding other
than  the payment of premiums.  As of the last day of the most recent prior plan
year,  the  market  value  of  assets  under  each  Benefit Plan, other than any
Multiemployer  Plan, was not by a material amount less than the present value of
benefit  liabilities  thereunder  (determined  in  accordance with the actuarial
valuation  assumptions  described therein).  Neither Energizer nor any member of
the  Controlled  Group has (i) failed to make a required contribution or payment
to  a  Multiemployer  Plan  of  a  material  amount  or (ii) incurred a material
complete  or partial withdrawal under Section 4203 or Section 4205 of ERISA from
a  Multiemployer Plan.  Neither Energizer nor any member of the Controlled Group
has  failed  to  make  an  installment or any other payment of a material amount
required  under  Section  412  of  the  Code  on or before the due date for such
installment  or  other  payment.  Each  Plan,  Foreign Employee Benefit Plan and
Non-ERISA  Commitment  complies  in  all material respects in form, and has been
administered  in  all  material  respects  in  accordance with its terms and, in
accordance  with  all applicable laws and regulations, including but not limited
to  ERISA  and  the  Code.  There  have  been  no  and  there  is  no prohibited
transaction  described in Sections 406 of ERISA or 4975 of the Code with respect
to  any  Plan  for  which a statutory or administrative exemption does not exist
which  could  reasonably  be  expected  to  subject  Energizer  or  any  of  is
Subsidiaries  to  material  liability.  Neither  Energizer nor any member of the
Controlled  Group  has taken or failed to take any action which would constitute
or  result  in a Termination Event, which action or inaction could reasonably be
expected  to subject Energizer or any of its Subsidiaries to material liability.
Neither  Energizer  nor  any  member  of  the Controlled Group is subject to any
material liability under, or has any potential material liability under, Section
4063,  4064, 4069, 4204 or 4212(c) of ERISA.  The present value of the aggregate
liabilities  to  provide  all  of the accrued benefits under any Foreign Pension
Plan  do not exceed the current fair market value of the assets held in trust or
other  funding  vehicle for such plan by a material amount.  With respect to any
Foreign  Employee  Benefit  Plan  other  than a Foreign Pension Plan, reasonable
reserves  have  been established in accordance with prudent business practice or
where  required  by  ordinary  accounting practices in the jurisdiction in which
such plan is maintained.  Neither Ralston nor any other member of its controlled
group  (within  the  meaning of Section 414(b), (c), (m) or (o) of the Code) has
taken  or failed to take any action, nor has any event occurred, with respect to
any  "employee benefit plan" (as defined in section 3(3) of ERISA) which action,
inaction  or  event  could reasonably be expected to subject Energizer or any of
its  Subsidiaries  to  material  liability.  For  purposes of this Section 6.12,
                                                                   ------------
"material"  means  any  amount, noncompliance or other basis for liability which
could  reasonably be expected to subject Energizer or any of its Subsidiaries to
liability,  individually or in the aggregate with each other basis for liability
under  this  Section  6.12,  in  excess  of  $25,000,000.
             -------------
6.13     Accuracy  of  Information.  The  information,  exhibits  and  reports
         -------------------------
furnished  by  or  on  behalf  of  Energizer  and any of its Subsidiaries to the
Administrative  Agent or to any Lender in connection with the negotiation of, or
compliance  with,  the  Loan  Documents,  the  representations and warranties of
Ralston,  Energizer  and  their  respective  Subsidiaries  contained in the Loan
Documents,  and  all  certificates and documents delivered to the Administrative
Agent  and  the  Lenders  pursuant  to  the  terms  thereof,  including, without
limitation  the  Bank  Book  and  the  Form  10  (as updated by the Supplemental
Financial  Statement), taken as a whole, do not contain as of the date furnished
any  untrue  statement  of  a  material  fact  or  omit to state a material fact
necessary  in order to make the statements contained herein or therein, in light
of  the  circumstances  under  which  they  were  made,  not  misleading.
6.14     Securities  Activities.  Neither  Ralston,  Energizer  nor  any  of its
         ----------------------
Subsidiaries  is  engaged in the business of extending credit for the purpose of
purchasing  or  carrying  Margin  Stock.
6.15     Material  Agreements.  Neither  Energizer nor any Subsidiary is a party
         --------------------
to  any  Contractual  Obligation or subject to any charter or other corporate or
similar  restriction  which  individually or in the aggregate will have or could
reasonably be expected to have a Material Adverse Effect.  Neither Energizer nor
any  of  its Subsidiaries has received notice or has knowledge that (i) it is in
default in the performance, observance or fulfillment of any of the obligations,
covenants  or  conditions  contained in any Contractual Obligation applicable to
it,  or  (ii) any condition exists which, with the giving of notice or the lapse
of time or both, would constitute a default with respect to any such Contractual
Obligation,  in  each  case,  except  where  such  default  or defaults, if any,
individually  or  in  the  aggregate  will  not  have or could not reasonably be
expected  to  have  a  Material  Adverse  Effect.
6.16     Compliance with Laws.  Energizer and its Subsidiaries are in compliance
         ---------------------
with all Requirements of Law applicable to them and their respective businesses,
in  each  case  where  the failure to so comply individually or in the aggregate
could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.
6.17     Assets  and  Properties.  Energizer  and  each  of its Subsidiaries has
         -----------------------
legal  title  to all of its assets and properties (tangible and intangible, real
or  personal)  owned  by  it  or a valid leasehold interest in all of its leased
assets  (except  insofar  as  marketability  may  be  limited  by  any  laws  or
regulations  of  any Governmental Authority affecting such assets), and all such
assets  and  property  are  free  and clear of all Liens, except Liens permitted
under  Section 7.3(C).  Substantially all of the assets and properties owned by,
       --------------
leased  to  or used by Energizer and/or each such Subsidiary of Energizer are in
adequate  operating  condition  and  repair,  ordinary  wear  and tear excepted.
Neither  this  Agreement nor any other Transaction Document, nor any transaction
contemplated  under any such agreement, will affect any right, title or interest
of  Energizer  or  such Subsidiary in and to any of such assets in a manner that
has  or  could  reasonably  be  expected  to  have  a  Material  Adverse Effect.
6.18     Statutory  Indebtedness  Restrictions.  Neither  Ralston, Energizer nor
         -------------------------------------
any  of  its  Subsidiaries  is  subject  to  regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act,
or  the Investment Company Act of 1940, or any other federal or state statute or
regulation  which  limits  its  ability  to incur indebtedness or its ability to
consummate  the  transactions  contemplated  hereby.
6.19     Insurance.  The  insurance policies and programs in effect with respect
         ---------
to  the respective properties, assets, liabilities and business reflect coverage
that  is  reasonably  consistent  with  prudent  industry  practice.
6.20     Labor  Matters.  No attempt to organize the employees of Energizer, and
         --------------
no  labor disputes, strikes or walkouts affecting the operations of Energizer or
any  of  its Subsidiaries, is pending, or, to Energizer's knowledge, threatened,
planned  or  contemplated,  which  has or could reasonably be expected to have a
Material  Adverse  Effect.
6.21     Spin-Off  Transactions.  Except  as  set forth in Schedule 6.21 to this
         ----------------------                            -------------
Agreement,  (i)  (a)  all conditions precedent to, and all consents necessary to
permit, the consummation of the Spin-Off Transactions have been satisfied in all
material  respects,  (b)  no  additional actions are necessary to consummate the
Spin-Off  Transactions  other than the passage of time and (c) the Spin-Off will
take effect on April 1, 2000 without any further action on the part of Energizer
or  Ralston,  (ii) the Spin-Off Transactions have been approved by all necessary
corporate  action  of  Ralston's  and  Energizer's  Board  of  Directors and, if
required, shareholders, and the terms of the Spin-Off Transactions have not been
amended,  waived or modified in any material respect from those set forth in the
Form  10  without  the  approval  of  the  Administrative Agent and the Required
Lenders  (such  approval  not to be unreasonably withheld); (iii) the Tax Ruling
and  all  necessary regulatory approvals have been obtained for the consummation
of  the  Spin-Off  Transactions;  and (iv) the aggregate amount of all loans and
committed  Financing  Facilities (including this Agreement and the 5-Year Credit
Agreement) available to Energizer upon consummation of the Spin-Off Transactions
equals  or  exceeds  $650,000,000,  and  all  such commitments are identified on
Schedule  6.21(iv)  attached  hereto.
     -------------
6.22     Environmental  Matters.  (A)  Except  as  disclosed on Schedule 6.22 to
         ----------------------                                 -------------
this  Agreement
(i)     the  operations of Energizer and its Subsidiaries comply in all material
respects  with  Environmental,  Health  or  Safety  Requirements  of  Law;
(ii)     Energizer  and  its Subsidiaries have all material permits, licenses or
other authorizations required under Environmental, Health or Safety Requirements
of  Law  and  are  in  material  compliance  with  such  permits;
(iii)     neither Energizer, any of its Subsidiaries nor any of their respective
present  property  or operations, or, to Energizer's or any of its Subsidiaries'
knowledge,  any  of their respective past property or operations, are subject to
or  the  subject  of,  any  investigation  known  to  Energizer  or  any  of its
Subsidiaries,  any  judicial  or  administrative  proceeding,  order,  judgment,
decree, settlement or other agreement respecting:  (A) any material violation of
Environmental,  Health  or Safety Requirements of Law; (B) any material remedial
action;  or  (C)  any material claims or liabilities arising from the Release or
threatened  Release  of  a  Contaminant  into  the  environment;
(iv)     there  is  not  now,  nor  to  Energizer's  or any of its Subsidiaries'
knowledge  has there ever been, on or in the property of Energizer or any of its
Subsidiaries  any  landfill,  waste pile, underground storage tanks, aboveground
storage  tanks,  surface  impoundment or hazardous waste storage facility of any
kind,  any  polychlorinated  biphenyls  (PCBs)  used in hydraulic oils, electric
transformers  or other equipment, or any asbestos containing material that would
result  in  material remediation costs or material penalties to Energizer or any
of  its  Subsidiaries;  and
(v)     neither  Energizer  nor  any  of  its  Subsidiaries  has  any  material
Contingent  Obligation in connection with any Release or threatened Release of a
Contaminant  into  the  environment.
(B)     For  purposes of this Section 6.22 "material" means any noncompliance or
                              ------------
other  basis for liability which could reasonably be likely to subject Energizer
or  any  of its Subsidiaries to liability, individually or in the aggregate with
each  other  basis  for  liability  under  this  Section  6.22,  in  excess  of
                                                 -------------
$25,000,000.
6.23     Solvency.  After  giving  effect  to  (i)  the  Loans to be made on the
         --------
Initial  Funding  Date  or such other date as Loans requested hereunder are made
and  the  consummation  of  the  Debt  Assumption,  (ii)  the other transactions
contemplated  by  this  Agreement and the other Transaction Documents, including
consummation  of the Spin-Off Transactions, and (iii) the payment and accrual of
all transaction costs with respect to the foregoing, Energizer is, and Energizer
     and  its  Subsidiaries  taken  as  a  whole  are,  Solvent.
6.24     Net  Worth  Condition.  Upon consummation of the Spin-Off Transactions,
         ---------------------
the  Net  Worth  Condition  will  be  satisfied.
6.25     Benefits.  Each of Energizer and its Subsidiaries will benefit from the
         --------
financing  arrangement  established by this Agreement.  The Administrative Agent
and  the  Lenders  have  stated  and  Energizer  acknowledges  that, but for the
agreement  by  each  of  the  Subsidiary  Guarantors  to execute and deliver the
Subsidiary  Guaranty,  the  Administrative  Agent and the Lenders would not have
made  available  the credit facilities established hereby on the terms set forth
herein.
ARTICLE  VII:     COVENANTS
-------------     ---------
     From and after the consummation of the Debt Assumption, Energizer covenants
and  agrees  that  so long as any Revolving Loan Commitments are outstanding and
thereafter  until  all  of  the  Obligations  (other  than  contingent indemnity
obligations)  shall  have been fully and indefeasibly paid and satisfied in cash
and  all  financing  arrangements  among the Borrower and the Lenders shall have
been  terminated, unless the Required Lenders shall otherwise give prior written
consent:
7.1     Reporting.  Energizer  shall:
        ---------
(A)     Financial  Reporting.  Furnish  to  the  Administrative  Agent  (with
        --------------------
sufficient  copies for each of the Lenders, which the Administrative Agent shall
        -
promptly  deliver  to  the  Lenders):
(i)     Quarterly  Reports.  As  soon  as  practicable,  and in any event within
        ------------------
forty-five  (45)  days  after  the end of each of Energizer's first three fiscal
quarters, the consolidated balance sheet of Energizer and its Subsidiaries as at
     the  end  of  such period and the related consolidated statements of income
and cash flows of Energizer and its Subsidiaries for such fiscal quarter and for
the period from the beginning of the then current fiscal year to the end of such
fiscal  quarter, certified by the chief financial officer of Energizer on behalf
of  Energizer  as  fairly  presenting  the  consolidated  financial  position of
Energizer  and  its  Subsidiaries  as  at the dates indicated and the results of
their  operations  and  cash  flows for the periods indicated in accordance with
Agreement  Accounting  Principles,  subject to normal year-end audit adjustments
and  the  absence  of  footnotes.
(ii)     Annual Reports.  As soon as practicable, and in any event within ninety
         --------------
(90)  days  after  the  end  of  each  fiscal  year,  (a)  the  consolidated and
consolidating  balance  sheet of Energizer and its Subsidiaries as at the end of
such  fiscal  year  and the related consolidated and consolidating statements of
income,  stockholders'  equity  and cash flows of Energizer and its Subsidiaries
for  such fiscal year, and in comparative form the corresponding figures for the
previous  fiscal  year  along with consolidating schedules in form and substance
sufficient  to  calculate  the financial covenants set forth in Section 7.4, and
                                                                -----------
(b)  an  audit  report  on  the  consolidated  financial statements (but not the
consolidating  financial statements or schedules) listed in clause (a) hereof of
                                                            ----------
independent  certified public accountants of recognized national standing, which
audit report shall be unqualified and shall state that such financial statements
fairly  present  the  consolidated  financial  position  of  Energizer  and  its
Subsidiaries  as  at the dates indicated and the results of their operations and
cash  flows  for  the  periods indicated in conformity with Agreement Accounting
Principles  and that the examination by such accountants in connection with such
consolidated  financial  statements  has  been made in accordance with generally
accepted  auditing  standards.
(iii)     Officer's  Compliance Certificate.  Together with each delivery of any
          ---------------------------------
financial statement (a) pursuant to clauses (i) and (ii) of this Section 7.1(A),
                                    -----------     ----         --------------
an  Officer's  Certificate  from  the  chief  financial  officer or Treasurer of
Energizer,  substantially  in  the  form of Exhibit F attached hereto and made a
                                            ---------
part  hereof,  stating  that (x) the representations and warranties of Energizer
contained  in Article VI hereof shall have been true and correct in all material
              ----------
respects  as of the date of such Officer's Certificate and (y) as of the date of
such  Officer's  Certificate  no  Default or Unmatured Default exists, or if any
Default  or  Unmatured Default exists, stating the nature and status thereof and
(b)  pursuant  to  clauses  (i)  and  (ii)  of this Section 7.1(A), a compliance
                   ------------       ----          --------------
certificate,  substantially  in the form of Exhibit G attached hereto and made a
                                            ---------
part hereof, signed by Energizer's chief financial officer or Treasurer, setting
forth calculations for the period which demonstrate compliance, when applicable,
with  the  provisions  of Sections 7.3(A) through (R) and Section 7.4, and which
                          ---------------         ---     -----------
calculate  the  Leverage  Ratio  for purposes of determining the then Applicable
Margin  and  Applicable  Facility  Fee  Percentage.
(iv)     Officer's  Net  Worth  Condition  Certificate.  On each Adjustment Date
         ---------------------------------------------
(including  the Final Adjustment Date) and on the Opening Balance Sheet Delivery
Date,  a  certificate  in  form and substance satisfactory to the Administrative
Agent,  signed by the chief financial officer or Treasurer of Energizer, stating
that,  after  giving  effect  to  the  Spin-Off  Transactions  and  after  all
post-closing  adjustments  as  of  such  date  have been effected, the Net Worth
Condition  was  satisfied  as  of  the  Spin-Off  Date.
(v)     Opening  Pro Forma Balance Sheet.  On the Opening Balance Sheet Delivery
        --------------------------------
Date,  copies  of  the pro forma opening consolidated balance sheet of Energizer
                       --- -----
and  its  Subsidiaries,  after  giving  effect  to the Spin-Off Transactions and
including  all  post-closing  adjustments.
(B)     Notice  of  Default  and Adverse Developments.  Promptly upon any of the
        ---------------------------------------------
chief  executive  officer,  chief  operating  officer,  chief financial officer,
treasurer  or  controller  of  Energizer  obtaining  actual knowledge (i) of any
condition or event which constitutes a Default or Unmatured Default, or becoming
     aware  that any Lender or Administrative Agent has given any written notice
with  respect  to  a  claimed Default or Unmatured Default under this Agreement,
(ii)  that  any  Person having the authority to give such a notice has given any
written  notice  to  Energizer or any Subsidiary of Energizer or taken any other
action  with  respect  to  a  claimed  default or event or condition of the type
referred to in Section 8.1(E), or (iii) that any other development, financial or
               --------------
otherwise,  which could reasonably be expected to have a Material Adverse Effect
has  occurred  specifying  (a)  the  nature  and period of existence of any such
claimed  default, Default, Unmatured Default, condition or event, (b) the notice
given  or  action  taken  by  such  Person in connection therewith, and (c) what
action Energizer has taken, is taking and proposes to take with respect thereto.
(C)     ERISA  Notices.  Deliver  or cause to be delivered to the Administrative
        --------------
Agent  and  the  Lenders,  at Energizer's expense, the following information and
notices  as  soon  as  reasonably  possible,  and  in  any  event:
(i)     within  ten  (10) Business Days after any member of the Controlled Group
obtains  knowledge  that a Termination Event has occurred which could reasonably
be  expected  to subject Energizer to liability individually or in the aggregate
in  excess of $20,000,000, a written statement of the Chief Financial Officer of
Energizer  describing  such  Termination Event and the action, if any, which the
member  of  the  Controlled  Group has taken, is taking or proposes to take with
respect  thereto, and when known, any action taken or threatened by the IRS, DOL
or  PBGC  with  respect  thereto;
(ii)     within  ten  (10)  Business Days after the filing of any funding waiver
request  with  the IRS, a copy of such funding waiver request and thereafter all
communications  received  by  Energizer or a member of the Controlled Group with
respect  to  such  request  within  ten (10) Business Days such communication is
received;  and
(iii)     within  ten  (10)  Business  Days after Energizer or any member of the
Controlled  Group  knows or has reason to know that (a) a Multiemployer Plan has
been  terminated,  (b) the administrator or plan sponsor of a Multiemployer Plan
intends  to  terminate  a  Multiemployer Plan, or (c) the PBGC has instituted or
will  institute  proceedings  under  Section  4042  of  ERISA  to  terminate  a
Multiemployer  Plan,  a  notice  describing  such  matter.
For  purposes of this Section 7.1(C), Energizer and any member of the Controlled
                      --------------
Group  shall  be deemed to know all facts known by the administrator of any Plan
of  which  Energizer  or any member of the Controlled Group is the plan sponsor.
(D)     Other  Indebtedness.  Deliver  to the Administrative Agent (i) a copy of
        -------------------
each  regular  report,  notice  or  communication  regarding potential or actual
defaults  (including  any accompanying officer's certificate) delivered by or on
behalf  of  Energizer  to the holders of funded Material Indebtedness, including
the  Senior  Notes and the investors parties to the Receivable Purchase Facility
or any Bridge Facilities, pursuant to the terms of the agreements governing such
     Indebtedness,  such  delivery  to  be made at the same time and by the same
means  as  such  notice or other communication is delivered to such holders, and
(ii)  a  copy  of each notice received by Energizer from the from the holders of
funded  Material Indebtedness who are authorized and/or have standing to deliver
such notice pursuant to the terms of such Indebtedness, such delivery to be made
promptly  after  such  notice  is  received  by  Energizer.
(E)     Other  Reports.  Deliver  or cause to be delivered to the Administrative
        --------------
Agent  and  the Lenders copies of all financial statements, reports and notices,
if any, sent by Energizer to its securities holders or filed with the Commission
by  Energizer.
(F)     Environmental  Notices.  As soon as possible and in any event within ten
        ----------------------
(10)  days  after receipt by Energizer, a copy of (i) any notice or claim to the
effect  that  Energizer  or  any  of its Subsidiaries is or may be liable to any
Person  as a result of the Release by Energizer, any of its Subsidiaries, or any
other  Person  of  any  Contaminant  into  the  environment, and (ii) any notice
alleging  any  violation  of any Environmental, Health or Safety Requirements of
Law  by  Energizer or any of its Subsidiaries if, in either case, such notice or
claim  relates  to  an  event  which  could  reasonably  be  expected to subject
Energizer  and  each  of  its  Subsidiaries  to liability individually or in the
aggregate  in  excess  of  $20,000,000.
(G)     Amendments  to  Financing  Facilities.  Promptly  after  the  execution
        -------------------------------------
thereof,  copies  of  all  material  amendments  to  (i)  any  of  the documents
evidencing  Indebtedness  extended  under the Bridge Facilities, (ii) any of the
Receivables  Purchase  Documents  or  (iii)  the  Note Purchase Agreement or the
Senior  Notes.
(H)     Other  Information.  Promptly upon receiving a request therefor from the
        ------------------
Administrative  Agent,  prepare  and deliver to the Administrative Agent and the
Lenders  such  other  information  with  respect  to  Energizer,  any  of  its
Subsidiaries,  or  their  respective  businesses  and assets, including, without
limitation,  schedules identifying and describing any Asset Sale (and the use of
the net cash proceeds thereof), as from time to time may be reasonably requested
by  the  Administrative  Agent.
7.2     Affirmative  Covenants.
        ----------------------
(A)     Corporate  Existence,  Etc.  Except  as  permitted  pursuant  to Section
        ---------------------------                                      -------
7.3(H),  Energizer  shall,  and  shall cause each of its Subsidiaries to, at all
     -
times maintain its existence and preserve and keep, or cause to be preserved and
     kept,  in  full  force and effect its rights and franchises material to its
businesses.
(B)     Corporate Powers; Conduct of Business.  Energizer shall, and shall cause
        -------------------------------------
each  of  its  Material  Subsidiaries  to,  qualify  and  remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be  so  qualified  and  where  the failure to be so qualified will have or would
reasonably  be  expected to have a Material Adverse Effect.  Energizer will, and
will  cause  each  Material  Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as  it  is  presently  conducted unless the failure of Energizer or its Material
Subsidiaries  to  carry  on  and  conduct its business as so described would not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
(C)     Compliance  with  Laws,  Etc.  Energizer  shall,  and  shall  cause  its
        -----------------------------
Subsidiaries  to,  (a)  comply  with all Requirements of Law and all restrictive
covenants  affecting  such  Person  or  the  business,  properties,  assets  or
operations  of  such  Person, and (b) obtain as needed all permits necessary for
its  operations  and  maintain  such  permits in good standing unless, in either
case,  failure to comply or obtain such permits would not reasonably be expected
to  have  a  Material  Adverse  Effect.
(D)     Payment  of  Taxes  and Claims; Tax Consolidation.  Energizer shall pay,
        -------------------------------------------------
and  cause each of its Subsidiaries to pay, (i) all taxes, assessments and other
governmental charges imposed upon it or on any of its properties or assets or in
respect  of  any  of  its  franchises,  business,  income or property before any
penalty  or  interest  accrues  thereon, and (ii) all claims (including, without
limitation,  claims  for labor, services, materials and supplies) for sums which
have  become  due  and payable and which by law have or may become a Lien (other
than  a  Lien  permitted  by  Section  7.3(C))  upon  any of Energizer's or such
                              ---------------
Subsidiary's  property  or  assets,  prior  to the time when any penalty or fine
shall  be  incurred with respect thereto; provided, however, that no such taxes,
                                          --------  -------
assessments  and  governmental charges referred to in clause (i) above or claims
                                                      ----------
referred  to  in  clause  (ii)  above (and interest, penalties or fines relating
                  ------------
thereto)  need  be  paid  if  being  contested  in  good  faith  by  appropriate
proceedings  diligently  instituted  and  conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with Agreement
Accounting  Principles  shall  have  been  made  therefor.
(E)     Insurance.  Energizer shall maintain for itself and its Subsidiaries, or
        ---------
shall  cause  each  of  its  Subsidiaries  to maintain in full force and effect,
insurance policies and programs, with such deductibles or self-insurance amounts
as reflect coverage that is reasonably consistent with prudent industry practice
as  determined  by  Energizer.
(F)     Inspection of Property; Books and Records; Discussions.  Energizer shall
        ------------------------------------------------------
permit  and  cause  each  of  Energizer's Subsidiaries to permit, any authorized
representative(s) designated by either the Administrative Agent or any Lender to
visit and inspect any of the properties of Energizer or any of its Subsidiaries,
to  examine their respective financial and accounting records and other material
data  relating  to  their respective businesses or the transactions contemplated
hereby  (including,  without  limitation,  in  connection  with  environmental
compliance,  hazard  or  liability),  and to discuss their affairs, finances and
accounts  with  their officers and independent certified public accountants, all
upon  reasonable  notice  and  at  such  reasonable times during normal business
hours,  as  often  as  may  be reasonably requested (provided that an officer of
Energizer  or  any  of its Subsidiaries may, if it so desires, be present at and
participate  in  any  such  discussion).  Energizer shall keep and maintain, and
cause  each  of  Energizer's  Subsidiaries to keep and maintain, in all material
respects, proper books of record and account in which entries in conformity with
Agreement  Accounting  Principles shall be made of all dealings and transactions
in  relation  to  their  respective businesses and activities.  If a Default has
occurred  and is continuing, Energizer, upon the Administrative Agent's request,
shall  turn  over  copies of any such records to the Administrative Agent or its
representatives.
(G)     ERISA  Compliance.  Energizer shall, and shall cause each of Energizer's
        -----------------
Subsidiaries  to,  establish,  maintain  and  operate all Plans to comply in all
material  respects  with the provisions of ERISA and shall operate all Plans and
Non-ERISA  Commitments  to  comply  in all material respects with the applicable
provisions  of  the  Code,  all  other  applicable laws, and the regulations and
interpretations  thereunder  and  the  respective  requirements of the governing
documents for such Plans and Non-ERISA Commitments, except for any noncompliance
which,  individually  or  in  the aggregate, could not reasonably be expected to
have  a  Material  Adverse  Effect.
(H)     Maintenance  of  Property.  Energizer shall cause all property necessary
        -------------------------
for  the  conduct  of  its  business  or  the  business  of any Subsidiary to be
maintained  and  kept  in  good condition, repair and working order and supplied
with  all  necessary equipment and shall cause to be made all necessary repairs,
renewals,  replacements,  betterments  and  improvements  thereof, all as in the
judgment  of  Energizer  may  be  necessary  for  the  conduct  of its business;
provided,  however,  that nothing in this Section 7.2(H) shall prevent Energizer
           -------                        --------------
from  discontinuing the operation or maintenance of any of such property if such
discontinuance is, in the judgment of Energizer, desirable in the conduct of its
business  or  the  business  of  any  Subsidiary  and not disadvantageous in any
material  respect  to  the  Administrative  Agent  or  the  Lenders.
(I)     Environmental  Compliance.  (a)  Energizer  and  its  Subsidiaries shall
        -------------------------
comply  with  all  Environmental,  Health  or Safety Requirements of Law, except
where  noncompliance  will  not  have  or  is  not  reasonably likely to subject
Energizer  or  any  of  its  Subsidiaries,  individually or in the aggregate, to
liability  in  excess  of  $25,000,000.
(J)     Use  of Proceeds.  (a) Prior to the consummation of the Debt Assumption,
        ----------------
Ralston  shall  use the proceeds of  the Loans for its working capital needs and
other  general  corporate purposes of Ralston and its Subsidiaries, and (b) from
and  after  the  consummation  of  the  Debt Assumption, Energizer shall use the
proceeds of any subsequent Loans for the general corporate purposes of Energizer
and  its  Subsidiaries,  including,  without  limitation,  to  finance Permitted
Acquisitions.
(K)     Addition  of  Subsidiary  Guarantors.  (a)  New Subsidiaries.  Energizer
        ------------------------------------        ----------------
shall  cause  each  New  Subsidiary  that  is,  at any time, a Material Domestic
Subsidiary (other than a SPV) to deliver to the Administrative Agent an executed
Supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the
form  of  Exhibit  H  attached hereto (a "SUPPLEMENT") and appropriate corporate
          ----------
resolutions,  opinions  and other documentation in form and substance reasonably
satisfactory  to  the  Administrative  Agent,  such  Supplement  and  other
documentation  to  be  delivered  to  the  Administrative  Agent  as promptly as
possible  upon  the  creation,  acquisition  of  or capitalization thereof or if
otherwise  necessary  to  remain  in  compliance with Section 7.3(R), but in any
                                                      --------------
event  within  thirty (30) days of such creation, acquisition or capitalization.
(b)     Additional  Material  Domestic  Subsidiaries.  If  any  consolidated
        --------------------------------------------
Subsidiary  of Energizer (other than a New Subsidiary to the extent addressed in
Section  7.2(K)(a)  or  a SPV) becomes a Material Domestic Subsidiary, Energizer
------------------
shall  cause  any  such  Material  Domestic  Subsidiary  to  deliver  to  the
--
Administrative  Agent  an  executed  Supplement to become a Subsidiary Guarantor
--
and  appropriate corporate resolutions, opinions and other documentation in form
--
and  substance reasonably satisfactory to the Administrative Agent in connection
therewith,  such  Supplement  and  other  documentation  to  be delivered to the
Administrative Agent as promptly as possible but in any event within thirty (30)
     days  following  the  date  on  which such consolidated Subsidiary became a
Material  Domestic  Subsidiary.
(c)     Additional  Subsidiary  Guarantors.  (i)  If  at  any time an Authorized
        ----------------------------------
Officer  of  Energizer  has actual knowledge that the aggregate assets of all of
Energizer's  domestic  consolidated Subsidiaries (other than SPVs) which are not
Subsidiary  Guarantors  exceed  ten  percent  (10%)  of  Consolidated  Assets of
Energizer and its consolidated Subsidiaries (other than the SPVs), as calculated
by  Energizer,  Energizer shall cause such domestic consolidated Subsidiaries as
are  necessary  to reduce such aggregate assets to or below ten percent (10%) of
such  Consolidated  Assets  to  deliver  to  the  Administrative  Agent executed
Supplements  to  become  Subsidiary  Guarantors  and  appropriate  corporate
resolutions,  opinions  and other documentation in form and substance reasonably
satisfactory  to  the  Administrative  Agent  in  connection  therewith,  such
Supplements  and other documentation to be delivered to the Administrative Agent
as  promptly  as possible but in any event within thirty (30) days following the
initial  date  on  which  such aggregate assets exceed ten percent (10%) of such
Consolidated  Assets.
(ii)     If  at  any  time  any  domestic Subsidiary of Energizer which is not a
Subsidiary  Guarantor  guaranties  any  Indebtedness of Energizer other than the
Indebtedness  hereunder  or  under  the 5-Year Credit Agreement, Energizer shall
cause  such  Subsidiary  to  deliver  to  the  Administrative  Agent an executed
Supplement  to  become  a  Subsidiary  Guarantor  and  appropriate  corporate
resolutions,  opinions  and other documentation in form and substance reasonably
satisfactory  to  the  Administrative  Agent  in  connection  therewith,  such
Supplement  and  other documentation to be delivered to the Administrative Agent
concurrently  with  the  delivery  of  the  guaranty of such other Indebtedness.
7.3     Negative  Covenants.
        -------------------
(A)     Subsidiary  Indebtedness.(A)  Subsidiary  Indebtedness  Energizer  shall
        ------------------------
not  permit  any  of  its  Subsidiaries directly or indirectly to create, incur,
assume  or otherwise become or remain directly or indirectly liable with respect
to  any  Indebtedness,  except:
(i)     Indebtedness  of  the  Subsidiaries  under  the  Subsidiary  Guaranty;
(ii)     Indebtedness  in  respect  of  guaranties  executed  by  any Subsidiary
Guarantor  with  respect  to  any  Indebtedness  of  Energizer,  provided  such
                                                                 --------
Indebtedness  is  not  incurred  by  Energizer  in  violation of this Agreement;
(iii)     Indebtedness  in respect of obligations secured by Customary Permitted
Liens;
(iv)     Indebtedness  constituting  Contingent Obligations permitted by Section
                                                                         -------
7.3(E);
 -----
(v)     Indebtedness  arising  from  loans  (a)  from  any  Subsidiary  to  any
wholly-owned  Subsidiary  or  (b) from Energizer to any wholly-owned Subsidiary;
provided,  that if any Subsidiary Guarantor is the obligor on such Indebtedness,
  ------
such  Indebtedness shall be expressly subordinate to the payment in full in cash
of  the  Obligations  on  terms  satisfactory  to  the  Administrative  Agent;
(vi)     Indebtedness  in respect of Hedging Obligations permitted under Section
                                                                         -------
7.3(O);
------
(vii)     Indebtedness  with  respect  to  surety,  appeal and performance bonds
obtained  by any of Energizer's Subsidiaries in the ordinary course of business;
(viii)     Indebtedness  incurred  in  connection  with the Receivables Purchase
Documents,  provided, that Receivables Facility Attributed Indebtedness incurred
            --------
in  connection  therewith  does  not exceed $250,000,000 in the aggregate at any
time;  and
(ix)     Other  Indebtedness  in  addition to that referred to elsewhere in this
Section 7.3(A) incurred by Energizer's Subsidiaries; provided that no Default or
  ------------                                       --------
Unmatured  Default  shall  have  occurred  and be continuing at the date of such
incurrence  or  would  result therefrom; and provided further that the aggregate
                                             -------- -------
outstanding  amount  of  all  Indebtedness  incurred by Energizer's Subsidiaries
(other  than  Indebtedness incurred pursuant to clauses (i), (ii), (v), (vi) and
                                                -----------  ----  ---  ----
(viii)  of  this  Section  7.3(A))  shall  not  at any time exceed $250,000,000.
 -----            --------------
(B)     Sales  of  Assets.  Neither  Energizer nor any of its Subsidiaries shall
        -----------------
sell,  assign,  transfer,  lease,  convey  or otherwise dispose of any property,
whether  now owned or hereafter acquired, or any income or profits therefrom, or
enter  into  any  agreement  to  do  so,  except:
(i)     sales  of  Inventory  in  the  ordinary  course  of  business;
(ii)     the disposition in the ordinary course of business of Equipment that is
obsolete, excess or no longer used or useful in Energizer's or its Subsidiaries'
businesses;
(iii)     any  transfer  of  an  interest  in  Receivables,  Receivables Related
Security,  accounts  or  notes  receivable on a limited recourse basis under the
Receivables Purchase Documents, provided that such transfer qualifies as a legal
                                --------
sale  and as a sale under Agreement Accounting Principles and that the amount of
Receivables Facility Attributed Indebtedness does not exceed $250,000,000 at any
one  time  outstanding;  and
(iv)     sales,  assignments,  transfers,  leases,  conveyances  or  other
dispositions of other assets (other than pursuant to clauses (i), (ii) and (iii)
                                                     -----------  ----     -----
above)  if  such transaction (a) is for not less than fair market value, and (b)
when  combined  with  all  such  other transactions (each such transaction being
valued  at  book  value) during the period from the Closing Date, to the date of
such proposed transaction, represents the disposition of not greater than twenty
percent (20%) of Energizer's Consolidated Assets (such Consolidated Assets being
calculated  for  the  end of the fiscal year immediately preceding that in which
such  transaction  is  proposed  to  be  entered  into).
(C)     Liens.  Neither  Energizer nor any of its Subsidiaries shall directly or
        -----
indirectly  create, incur, assume or permit to exist any Lien on or with respect
to  any  of  their  respective  property  or  assets  except:
(i)     Liens,  if  any, created by the Loan Documents or otherwise securing the
Obligations,  or  Liens  created by the "Loan Documents" under and as defined in
the  5-Year  Credit  Agreement  or otherwise Securing the "Obligations" (as such
terms  are  defined  in  the  5-Year  Credit  Agreement;
(ii)     Customary  Permitted  Liens;
(iii)     Liens  arising  under  the  Receivables  Purchase  Documents;  and
(iv)     other  Liens,  including  Permitted  Existing  Liens,  (a)  securing
Indebtedness  of  Energizer  and/or  (b)  securing  Indebtedness  of Energizer's
Subsidiaries  as  permitted  pursuant  to  Section  7.3(A)  and  in an aggregate
                                           ---------------
outstanding amount not to exceed five percent (5%) of Consolidated Assets at any
time.
In  addition, neither Energizer nor any of its Subsidiaries shall become a party
to any agreement, note, indenture or other instrument, or take any other action,
which  would  prohibit  the creation of a Lien on any of its properties or other
assets  in  favor  of the Administrative Agent for the benefit of itself and the
Holders  of  Obligations,  as collateral for the Obligations; provided, that any
                                                              --------
agreement, note, indenture or other instrument in connection with purchase money
indebtedness  (including Capitalized Leases) may prohibit the creation of a Lien
in  favor  of the Administrative Agent for the benefit of itself and the Holders
of  Obligations  on  the  items  of  property obtained with the proceeds of such
purchase  money  indebtedness;  provided,  further,  that  (a) the Note Purchase
                                --------   -------
Agreement  in  connection  with  the Senior Notes may prohibit the creation of a
Lien  in  favor  of  the  Administrative Agent for the benefit of itself and the
Holders  of Obligations, as collateral for the Obligations unless the holders of
the  Senior  Notes  shall be provided with an equal and ratable Lien and (b) the
Receivables  Purchase Documents may prohibit the creation of a Lien with respect
to  all of the assets of the SPV and with respect to the Receivables and Related
Security  of any of the Originators in favor of the Administrative Agent for the
benefit  of  itself  and  the  Holders  of  Obligations,  as  collateral for the
Obligations.
(D)     Investments.  Except  to  the extent permitted pursuant to paragraph (G)
        -----------                                                -------------
below,  neither  Energizer  nor  any  of  its  Subsidiaries  shall  directly  or
indirectly  make  or  own  any  Investment  except:
(i)     Investments  in  cash  and  Cash  Equivalents;
(ii)     Permitted Existing Investments in an amount not greater than the amount
thereof  on  the  Closing  Date;
(iii)     Investments  in  trade  receivables or received in connection with the
bankruptcy  or  reorganization  of  suppliers and customers and in settlement of
delinquent  obligations  of,  and  other  disputes with, customers and suppliers
arising  in  the  ordinary  course  of  business;
(iv)     Investments  consisting of deposit accounts maintained by Energizer and
its  Subsidiaries;
(v)     Investments  consisting  of  non-cash  consideration  from  a  sale,
assignment,  transfer,  lease,  conveyance  or  other  disposition  of  property
permitted  by  Section  7.3(B);
               ---------------
(vi)     Investments  in  any  consolidated  Subsidiaries  (other  than  joint
ventures);
(vii)     Investments  in  joint ventures and nonconsolidated Subsidiaries in an
aggregate  amount  not  to  exceed  $50,000,000.
(viii)     Investments  constituting  Permitted  Acquisitions;
(ix)     Investments  constituting  Indebtedness  permitted by Section 7.3(A) or
                                                               --------------
Contingent  Obligations  permitted  by  Section  7.3(E);
                                        ---------------
(x)     Investments  in the SPVs (a) required in connection with the Receivables
Purchase  Documents  and  (b)  resulting from the transfers permitted by Section
                                                                         -------
7.3(B)(iii);  and
   --------
(xi)     Investments  in addition to those referred to elsewhere in this Section
                                                                         -------
7.3(D)  in  an  aggregate  amount  not  to  exceed  $50,000,000.
------
(E)     Contingent Obligations.  None of Energizer's Subsidiaries shall directly
        ----------------------
     or  indirectly create or become or be liable with respect to any Contingent
Obligation,  except:  (i)  recourse  obligations  resulting  from endorsement of
negotiable  instruments  for collection in the ordinary course of business; (ii)
Permitted  Existing  Contingent  Obligations; (iii) obligations, warranties, and
indemnities,  not relating to Indebtedness of any Person, which have been or are
undertaken or made in the ordinary course of business and not for the benefit of
or  in  favor  of  an Affiliate of Energizer or such Subsidiary; (iv) Contingent
Obligations  with  respect  to  surety, appeal and performance bonds obtained by
Energizer  or  any Subsidiary in the ordinary course of business; (v) Contingent
Obligations  of  the  Subsidiary  Guarantors under the Subsidiary Guaranty; (vi)
Contingent  Obligations of Subsidiaries which are guarantors under a guaranty of
the Indebtedness evidenced by the Senior Notes and the Note Purchase Agreements;
(vii)  Contingent  Obligations  of  Energizer or any of its Subsidiaries arising
under  the  Receivables  Purchase  Documents  and  (viii) Contingent Obligations
incurred  in  the ordinary course of business by any of Energizer's Subsidiaries
in  respect  of  obligations  of  any  Subsidiary.
(F)     Conduct  of  Business;  New  Subsidiaries;  Acquisitions.  Except  as
        --------------------------------------------------------
expressly  provided  in  clause (c) in the definition of "Permitted Acquisition"
                         ----------
below,  neither  Energizer  nor  any  of  its  Subsidiaries  shall engage in any
business  other than the businesses engaged in by Energizer and its Subsidiaries
on  the  date  of  such  transaction  and  any  business or activities which are
substantially  similar,  related  or  incidental thereto.  Energizer may create,
acquire  in  a  Permitted  Acquisition  or  capitalize  any  Subsidiary  (a "NEW
SUBSIDIARY")  after the date hereof if (i) no Default or Unmatured Default shall
have  occurred  and  be  continuing  or  would result therefrom; (ii) after such
creation,  acquisition  or  capitalization,  all  of  the  representations  and
warranties  contained  herein  shall  be  true and correct; and (iii) after such
creation,  acquisition  or  capitalization Energizer shall be in compliance with
the  terms  of  Sections  7.2(K)  and  7.3(R).
                ----------------      -------
     Without  in  any  way  limiting the foregoing, Energizer shall not make any
Acquisitions,  other  than  Acquisitions  meeting  the following requirements or
otherwise approved by the Required Lenders (each such Acquisition constituting a
"PERMITTED  ACQUISITION"):
(a)     no Default or Unmatured Default shall have occurred and be continuing or
     would result from such Acquisition or the incurrence of any Indebtedness in
connection  therewith,  and  all of the representations and warranties contained
herein shall be true and correct on and as of the date such Acquisition with the
same  effect  as  though  made  on  and  as  of  such  date;
(b)     the  purchase  is  consummated  pursuant  to  a  negotiated  acquisition
agreement  on  a non-hostile basis pursuant to an acquisition agreement approved
by the board of directors or other applicable governing body of the Seller prior
to  the  commencement  thereof;
(c)     the  businesses  being  acquired  shall be consumer product companies or
other  businesses  that  are substantially similar, related or incidental to the
businesses  or activities engaged in by Energizer and its Subsidiaries as of the
consummation  of  the  Debt  Assumption  or  such  future business or activities
engaged  in  by  Energizer  and  its  Subsidiaries,  as  well as suppliers to or
distributors  of  products  similar  to those of Energizer and its Subsidiaries;
provided,  however,  that  Energizer  and its Subsidiaries shall be permitted to
   -----   -------
acquire businesses that do not satisfy the foregoing criteria in this clause (c)
                                                                      ----------
so  long  as  the  aggregate  purchase  price for all such acquisitions does not
exceed  five  percent (5%) of Energizer's consolidated tangible net assets (on a
pro  forma  basis)  as  of the date of the consummation of such Acquisition; and
(d)     prior  to  each  such  Acquisition, Energizer shall determine that after
giving  effect  to  such  Acquisition  and the incurrence of any Indebtedness by
Energizer or any of its Subsidiaries, to the extent permitted by Section 7.3(A),
                                                                 --------------
in  connection  therewith,  on  a  pro  forma basis using historical audited and
                                   ---  -----
reviewed unaudited financial statements obtained from the seller, broken down by
fiscal  quarter  in  Energizer's  reasonable judgment, as if the Acquisition and
such  incurrence  of  Indebtedness  had  occurred  on  the  first  day  of  the
twelve-month  period  ending  on  the  last  day  of  Energizer's  most recently
completed  fiscal  quarter,  Energizer  would  have  been in compliance with the
financial  covenants  in  Section  7.4  and  not  otherwise  in  Default.
                          ------------
(G)     Transactions with Ralston's Shareholders and Affiliates.  Except for (a)
        -------------------------------------------------------
     the  transactions  set  forth on Schedule 7.3(G), (b) Permitted Receivables
                                      ---------------
Transfers and (c) Investments permitted by Section 7.3(D), neither Energizer nor
                                           --------------
any  of  its  Subsidiaries  shall directly or indirectly enter into or permit to
exist  any transaction (including, without limitation, the purchase, sale, lease
or  exchange  of any property or the rendering of any service) with Ralston, any
holder  or  holders  of  any  of  the Equity Interests of Energizer, or with any
Affiliate  of  Energizer  which  is  not  its Subsidiary, on terms that are less
favorable  to  Energizer  or  any of its Subsidiaries, as applicable, than those
that  might  be obtained in an arm's length transaction at the time from Persons
who  are  not  such  a  holder  or  Affiliate.
(H)     Restriction  on  Fundamental  Changes.  Neither Energizer nor any of its
        -------------------------------------
Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up
or  dissolve (or suffer any liquidation or dissolution), or convey, lease, sell,
transfer  or otherwise dispose of, in one transaction or series of transactions,
all  or  substantially  all  of Energizer's or any such Subsidiary's business or
property,  whether  now or hereafter acquired, except (i) transactions permitted
under  Sections  7.3(B)  or  7.3(F),  and  (ii) a Subsidiary of Energizer may be
       ----------------      ------
merged  into,  liquidated  into  or  consolidated  with Energizer (in which case
Energizer  shall be the surviving corporation) or any wholly-owned Subsidiary of
Energizer, provided if a Subsidiary Guarantor is merged into, liquidated into or
           --------
consolidated  with  another  Subsidiary  of  Energizer, the surviving Subsidiary
shall  also  be  or  shall  become  a  Subsidiary  Guarantor.
(I)     Sales  and  Leasebacks.  Neither  Energizer  nor any of its Subsidiaries
        ----------------------
shall  become  liable, directly, by assumption or by Contingent Obligation, with
respect  to any lease, whether an operating lease or a Capitalized Lease, of any
property  (whether  real  or  personal  or  mixed),  (i)  which it or one of its
Subsidiaries  sold or transferred or is to sell or transfer to any other Person,
or (ii) which it or one of its Subsidiaries intends to use for substantially the
same  purposes  as  any  other  property  which  has  been  or  is to be sold or
transferred  by  it or one of its Subsidiaries to any other Person in connection
with such lease, unless in either case the sale involved is not prohibited under
Section  7.3(B)  and  the lease involved is not prohibited under Section 7.3(A).
---------------                                                  --------------
(J)     Margin  Regulations.  Neither  Energizer  nor  any  of its Subsidiaries,
        -------------------
shall  use  all or any portion of the proceeds of any credit extended under this
Agreement  to  purchase  or  carry  Margin  Stock.
(K)     ERISA.  Energizer  shall  not:
        -----
(i)     permit  to  exist  any  accumulated  funding  deficiency  (as defined in
Sections  302  of  ERISA and 412 of the Code), with respect to any Benefit Plan,
whether  or  not  waived;
(ii)     terminate,  or  permit  any  Controlled  Group member to terminate, any
Benefit  Plan  which  would  result  in liability of Energizer or any Controlled
Group  member  under  Title  IV  of  ERISA;
(iii)     fail,  or  permit  any  Controlled  Group  member  to fail, to pay any
required installment or any other payment required under Section 412 of the Code
on  or  before  the  due  date  for  such  installment  or  other  payment;  or
(iv)     permit  any  unfunded  liabilities  with respect to any Foreign Pension
Plan;
except  where  such  transactions,  events,  circumstances, or failures are not,
individually  or  in  the  aggregate, reasonably expected to result in liability
individually  or  in  the  aggregate in excess of $25,000,000 or have a Material
Adverse  Effect.
(L)     Corporate  Documents.  Neither  Energizer  nor  any  of its Subsidiaries
        --------------------
shall amend, modify or otherwise change any of the terms or provisions in any of
     their  respective  constituent documents as in effect on the date hereof in
any  manner  adverse  to the interests of the Lenders, without the prior written
consent  of  the  Required  Lenders.
(M)     Fiscal Year.  Neither Energizer nor any of its consolidated Subsidiaries
        -----------
shall  change its fiscal year for accounting or tax purposes from a twelve-month
period  ending  September  30  of  each  year.
(N)     Subsidiary  Covenants.  Energizer  will  not,  and  will  not permit any
        ---------------------
Subsidiary  to,  create  or  otherwise  cause to become effective any consensual
encumbrance  or  restriction of any kind on the ability of any Subsidiary to pay
dividends  or make any other distribution on its stock, redeem or repurchase its
stock,  make  any other similar payment or distribution, pay any Indebtedness or
other  Obligation  owed  to  Energizer  or  any  other Subsidiary, make loans or
advances  or  other  Investments  in Energizer or any other Subsidiary, to sell,
transfer  or  otherwise  convey  any  of  its property to Energizer or any other
Subsidiary  or  merge, consolidate with or liquidate into Energizer or any other
Subsidiary  other  than  pursuant  to  the  Receivables  Purchase  Documents.
(O)     Hedging  Obligations.  Energizer  shall  not and shall not permit any of
        --------------------
its  Subsidiaries  to  enter  into  any  Hedging Arrangements other than Hedging
Arrangements  entered  into  by  Energizer or its Subsidiaries pursuant to which
Energizer  or  such  Subsidiary  has  hedged its or its Subsidiaries' reasonably
estimated interest rate, foreign currency or commodity exposure and which are of
a  non-speculative  nature.  Such permitted Hedging Arrangements entered into by
Energizer  and  any Lender or any affiliate of any Lender are sometimes referred
to  herein  as  "HEDGING  AGREEMENTS."
(P)     Issuance  of  Disqualified  Stock.  From  and  after  the  Closing Date,
        ---------------------------------
neither  Energizer,  nor  any  of  its Subsidiaries shall issue any Disqualified
Stock.  All  issued  and  outstanding  Disqualified  Stock  shall  be treated as
Indebtedness  for  borrowed  money  for  all purposes of this Agreement, and the
amount  of  such  deemed  Indebtedness  shall  be  the  aggregate  amount of the
liquidation  preference  of  such  Disqualified  Stock.
(Q)     Non-Guarantor  Subsidiaries.  Energizer  will not at any time permit the
        ---------------------------
aggregate assets of all of Energizer's domestic consolidated Subsidiaries (other
than  the  SPVs) which are not Subsidiary Guarantors to exceed ten percent (10%)
of  Consolidated  Assets  of  Energizer and its consolidated Subsidiaries (other
than  the SPVs).  Energizer shall not permit any of its Subsidiaries to guaranty
any Indebtedness of Energizer other than the Indebtedness hereunder or under the
5-Year Agreement unless each such Subsidiary is a Subsidiary Guarantor under the
Subsidiary  Guaranty.
(R)     Tax  Ruling.  Notwithstanding  anything  herein to the contrary, neither
        ------------
Energizer  nor  any  of  its  Subsidiaries  shall  engage in any transaction (i)
described  in  Section  8.01(b)  of  the  Reorganization  Agreement for the time
periods  specified  therein  unless  Energizer  or  such  Subsidiary  shall have
obtained  and/or  delivered  such  documentation  as  may be required by Section
8.01(a)  thereof,  or (ii) that would otherwise adversely affect the Tax Ruling.
7.4     Financial  Covenants.  Energizer  shall  comply  with  the  following:
        --------------------
(A)     Maximum  Leverage  Ratio.  Energizer  shall  not  permit  the ratio (the
        ------------------------
"LEVERAGE  RATIO")  of  (i) the sum of (a) all Indebtedness of Energizer and its
Subsidiaries  to  (ii)  EBITDA at any time to be greater than 3.00 to 1.00.  The
Leverage  Ratio shall be calculated, in each case, determined as of the last day
of  each  fiscal quarter based upon (a) for Indebtedness, Indebtedness as of the
last  day of each such fiscal quarter; and (b) for EBITDA, the actual amount for
the  four-quarter  period  ending  on  such  day,  calculated,  with  respect to
Permitted Acquisitions, on a pro forma basis using unadjusted historical audited
                             --- -----
     and  reviewed unaudited financial statements obtained from the seller (with
the  EBITDA  component  thereof  broken  down  by  fiscal quarter in Energizer's
reasonable  judgment).
(B)     Minimum  Interest  Expense  Coverage  Ratio.  Energizer shall maintain a
        -------------------------------------------
ratio  (the  "INTEREST EXPENSE COVERAGE RATIO") for any applicable period of (a)
EBIT  for  such  period  to (b) Interest Expense for such period of greater than
3.00 to 1.00 for each fiscal quarter.  The Interest Expense Coverage Ratio shall
be  calculated  as  of  the last day of each fiscal quarter for the four-quarter
period ending on such day; provided, that (i) for the fiscal quarter ending June
                           --------
30, 2000, the Interest Expense Coverage Ratio shall be calculated using EBIT and
Interest Expense for the fiscal quarter ending June 30, 2000, (b) for the fiscal
quarter  ending September 30, 2000, the Interest Expense Coverage Ratio shall be
calculated  using  EBIT  and  Interest Expense for the two fiscal quarter period
ending  September 30, 2000, and (iii) for the fiscal quarter ending December 31,
2000,  the  Interest Expense Coverage Ratio shall be calculated using such items
for  Energizer  and  its  consolidated Subsidiaries for the three fiscal quarter
period  ending  December  31,  2000.
ARTICLE  VIII:     DEFAULTS
--------------     --------
8.1     Defaults.  Each  of the following occurrences shall constitute a Default
        --------
under  this  Agreement:
(A)     Failure  to  Make Payments When Due.  The Borrower shall (i) fail to pay
        -----------------------------------
when  due  any  of  the  Obligations consisting of principal with respect to the
Loans  or  (ii) shall fail to pay within five (5) Business Days of the date when
due  any  of  the  other  Obligations  under  this  Agreement  or the other Loan
Documents.
(B)     Breach  of  Certain  Covenants.  The  Borrower  shall  fail  duly  and
        ------------------------------
punctually  to  perform or observe any agreement, covenant or obligation binding
        -
on  the  Borrower  or  there  shall otherwise be a breach of any covenant under:
(i)     Sections 7.1 or 7.2 and such failure or breach shall continue unremedied
        ------------    ---
     for  thirty  (30)  days after the earlier to occur of (a) the date on which
written  notice  from  the Administrative Agent or any 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 or any Subsidiary Guarantor had knowledge of the
existence  of  such breach or should have known of the existence of such breach;
or
(ii)     Sections  7.3  or  7.4.
         -------------      ---
(C)     Breach  of  Representation  or Warranty.  Any representation or warranty
        ---------------------------------------
made  or  deemed  made by the Borrower to the Administrative Agent or any Lender
herein  or  by  the Borrower or any of its Subsidiaries in any of the other Loan
Documents  or  in  any  statement  or  certificate at any time given by any such
Person pursuant to any of the Loan Documents shall be false or misleading in any
     material  respect  on  the  date  as  of  which  made  (or  deemed  made).
(D)     Other  Defaults.  The  Borrower  shall  default in the performance of or
        ---------------
compliance  with  any term contained in this Agreement (other than as covered by
paragraphs  (A)  or  (B)  of  this  Section  8.1), or the Borrower or any of its
 --------------      ---            ------------
Subsidiaries  shall  default  in  the performance of or compliance with any term
 -----
contained  in  any  of the other Loan Documents, and such default shall continue
 --
for thirty (30) days after the earlier to occur of (a) the date on which written
 -
notice  from  the Administrative Agent or any 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  or any Subsidiary Guarantor had knowledge of the existence of
such  breach  or  should  have  known  of  the  existence  of  such  breach.
(E)     Default  as  to  Other  Indebtedness.  The  Borrower  or  any  of  its
        ------------------------------------
Subsidiaries  shall  fail  to  make  any  payment when due (whether by scheduled
        --
maturity,  required  prepayment,  acceleration, demand or otherwise), beyond any
period of grace provided, with respect to (i) any Indebtedness incurred pursuant
to  the  5-Year  Credit  Agreement  or  (ii)  any other Indebtedness (other than
Indebtedness  hereunder)  which  individually  or  together  with  other  such
Indebtedness  as to which any such failure exists (other than hereunder or under
the  5-Year  Credit Agreement) constitutes Material Indebtedness; or any breach,
default or event of default (including any "Amortization Event" or event of like
import in connection with the Receivables Purchase Facility) shall occur, or any
other  condition  shall  exist  under  any  instrument,  agreement  or indenture
pertaining  to  any  such  Indebtedness  under  the  5-Year  Credit Agreement or
Material Indebtedness having such aggregate outstanding principal amount, beyond
any  period  of  grace,  if  any,  provided  with respect thereto, if the effect
thereof  is  to  cause an acceleration, mandatory redemption, a requirement that
the  Borrower  offer  to  purchase  such  Indebtedness  under  the 5-Year Credit
Agreement  or  Material  Indebtedness  or  other  required  repurchase  of  such
Indebtedness  under  the  5-Year  Credit  Agreement or Material Indebtedness, or
permit  the  holder(s) of such Indebtedness under the 5-Year Credit Agreement or
Material  Indebtedness to accelerate the maturity of any such Indebtedness under
the  5-Year Credit Agreement or Material Indebtedness or require a redemption or
other  repurchase  of  such  Indebtedness  under  the 5-Year Credit Agreement or
Material  Indebtedness;  or  any  such  Indebtedness  under  the  5-Year  Credit
Agreement  or  Material  Indebtedness  shall be otherwise declared to be due and
payable  (by  acceleration  or otherwise) or required to be prepaid, redeemed or
otherwise  repurchased by the Borrower or any of its Subsidiaries (other than by
a regularly scheduled required prepayment) prior to the stated maturity thereof.
(F)     Involuntary  Bankruptcy;  Appointment  of  Receiver,  Etc.
(i)     An  involuntary  case  shall be commenced against the Borrower or any of
the  Borrower's  Material  Subsidiaries and the petition shall not be dismissed,
stayed,  bonded  or  discharged within sixty (60) days after commencement of the
case;  or  a  court  having jurisdiction in the premises shall enter a decree or
order  for  relief in respect of  the Borrower or any of the Borrower's Material
Subsidiaries in an involuntary case, under any applicable bankruptcy, insolvency
     or  other  similar  law  now or hereinafter in effect; or any other similar
relief  shall  be  granted under any applicable federal, state, local or foreign
law.
(ii)     A  decree  or  order of a court having jurisdiction in the premises for
the  appointment  of a receiver, liquidator, sequestrator, trustee, custodian or
other  officer  having similar powers over the Borrower or any of the Borrower's
Material  Subsidiaries  or over all or a substantial part of the property of the
Borrower  or any of the Borrower's Material Subsidiaries shall be entered; or an
interim  receiver,  trustee  or  other  custodian  of the Borrower or any of the
Borrower's Material Subsidiaries or of all or a substantial part of the property
of  the  Borrower  or  any  of  the  Borrower's  Material  Subsidiaries shall be
appointed  or  a warrant of attachment, execution or similar process against any
substantial  part  of  the  property  of  the  Borrower or any of the Borrower's
Material  Subsidiaries  shall  be issued and any such event shall not be stayed,
dismissed,  bonded or discharged within sixty (60) days after entry, appointment
or  issuance.
(G)     Voluntary Bankruptcy; Appointment of Receiver, Etc.  The Borrower or any
        ---------------------------------------------------
     of the Borrower's Material Subsidiaries shall (i) commence a voluntary case
under  any  applicable  bankruptcy,  insolvency  or  other  similar  law  now or
hereafter  in  effect,  (ii)  consent  to the entry of an order for relief in an
involuntary  case,  or  to  the conversion of an involuntary case to a voluntary
case,  under  any  such  law,  (iii)  consent  to  the  appointment of or taking
possession  by  a  receiver, trustee or other custodian for all or a substantial
part of its property, (iv) make any assignment for the benefit of creditors, (v)
take  any  corporate  action  to  authorize  any  of  the  foregoing or (vi)  is
generally  not  paying,  or admits in writing its inability to pay, its debts as
they  become  due.
(H)     Judgments  and  Attachments.  Any  money judgment(s) (other than a money
        ---------------------------
judgment  covered  by  insurance  as  to  which  the  insurance  company has not
disclaimed  or  reserved  the  right  to  disclaim coverage), writ or warrant of
attachment,  or  similar process against the Borrower or any of its Subsidiaries
or  any  of  their  respective  assets  involving  in  any single case or in the
aggregate  an amount in excess of $30,000,000 is or are entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or
in any event later than fifteen (15) days prior to the date of any proposed sale
thereunder.
(I)     Dissolution.  Any order, judgment or decree shall be entered against the
        -----------
Borrower  decreeing its involuntary dissolution or split up and such order shall
remain  undischarged  and unstayed for a period in excess of sixty (60) days; or
the  Borrower  shall otherwise dissolve or cease to exist except as specifically
permitted  by  this  Agreement.
(J)     Loan  Documents.  At  any  time,  for any reason, any Loan Document as a
        ---------------
whole that materially affects the ability of the Administrative Agent, or any of
the  Lenders to enforce the Obligations ceases to be in full force and effect or
the  Borrower  or  any  of  the  Borrower's  Subsidiaries party thereto seeks to
repudiate  its  obligations  under  any  Loan  Document.
(K)     Termination  Event.  Any  Termination  Event  occurs  which the Required
        ------------------
Lenders  believe  is  reasonably likely to subject either the Borrower or any of
its  Subsidiaries  to  liability  individually  or in the aggregate in excess of
$25,000,000.
(L)     Waiver  of  Minimum  Funding Standard.  If the plan administrator of any
        -------------------------------------
Plan  applies  under  Section  412(d)  of  the  Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and the Required Lenders believe
the  substantial  business hardship upon which the application for the waiver is
based  could reasonably be expected to subject either the Borrower or any of its
Subsidiaries  to  liability  individually  or  in  the  aggregate  in  excess of
$25,000,000.
(M)     Change  of  Control.  A  Change  of  Control  shall  occur.
        -------------------
(N)     Hedging  Agreements.  Nonpayment  by  the  Borrower  of  any  material
        -------------------
obligation  under  any  Hedging  Agreement  or the breach by the Borrower of any
material  term,  provision or condition contained in any such Hedging Agreement.
(O)     Environmental Matters.  The Borrower or any of its Subsidiaries shall be
        ---------------------
the  subject of any proceeding or investigation pertaining to (i) the Release by
the Borrower or any of its Subsidiaries of any Contaminant into the environment,
(ii)  the  liability of the Borrower or any of its Subsidiaries arising from the
Release  by  any  other Person of any Contaminant into the environment, or (iii)
any  violation  of any Environmental, Health or Safety Requirements of Law which
by  the  Borrower  or  any  of  its  Subsidiaries, which, in any case, has or is
reasonably  likely  to  subject  either  the  Borrower  or  its  Subsidiaries to
liability  individually  or  in  the  aggregate  in  excess  of  $25,000,000.
(P)     Subsidiary  Guarantor  Revocation.  Any  Subsidiary  Guarantor  shall
        ---------------------------------
terminate  or  revoke  any  of  its obligations under the Subsidiary Guaranty or
breach  any  of  the  material  terms  of  such  Subsidiary  Guaranty.
(Q)     Receivables  Purchase  Document  Events.  Other  than  at the request of
        ---------------------------------------
Energizer,  the  "Amortization Date" or an event of like import resulting in the
termination  of  the  reinvestment of collections or proceeds of Receivables and
Related  Security  shall  occur  under  any  Receivables  Purchase  Document.
     A  Default  shall  be  deemed  "continuing"  until cured or until waived in
writing  in  accordance  with  Section  9.3.
                               ------------
ARTICLE  IX:     ACCELERATION,  DEFAULTING  LENDERS;  WAIVERS,  AMENDMENTS  AND
------------     --------------------------------------------------------------
REMEDIES
--------
9.1     Termination of Revolving Loan Commitments; Acceleration.  If any Default
        -------------------------------------------------------
     described in Section 8.1(F), (G) or (I) occurs with respect to the Borrower
                  --------------  ---    ---
and  the  obligations of the Lenders to make Loans hereunder shall automatically
terminate  and  the Obligations shall immediately become due and payable without
any  election  or  action on the part of the Administrative Agent or any Lender.
If  any  other Default occurs, the Required Lenders may terminate or suspend the
obligations of the Lenders to make Loans hereunder or declare the Obligations to
be  due and payable, or both, whereupon the Obligations shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of  which  the  Borrower  expressly  waives.
9.2     Defaulting  Lender.  In  the event that any Lender fails to fund its Pro
        ------------------
Rata  Share  of any Advance requested or deemed requested by the Borrower, which
such  Lender  is obligated to fund under the terms of this Agreement (the funded
portion of such Advance being hereinafter referred to as a "NON PRO RATA LOAN"),
until  the  earlier of such Lender's cure of such failure and the termination of
the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to
the Administrative Agent by the Borrower and otherwise required to be applied to
such  Lender's  share  of  all  other  Obligations pursuant to the terms of this
Agreement  shall  be  advanced  to  the  Borrower by the Administrative Agent on
behalf  of such Lender to cure, in full or in part, such failure by such Lender,
but  shall  nevertheless  be  deemed  to  have  been  paid  to  such  Lender  in
satisfaction  of  such  other  Obligations.  Notwithstanding  anything  in  this
Agreement  to  the  contrary:
(i)     the  foregoing  provisions  of  this  Section  9.2 shall apply only with
                                              ------------
respect  to  the  proceeds  of  payments of Obligations and shall not affect the
conversion  or  continuation  of  Loans  pursuant  to  Section  2.9;
                                                       ------------
(ii)     any  such  Lender shall be deemed to have cured its failure to fund its
Pro  Rata Share, of any Advance at such time as an amount equal to such Lender's
original  Pro  Rata  Share of the requested principal portion of such Advance is
fully funded to the Borrower, whether made by such Lender itself or by operation
of  the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with
                      -----------
respect  thereto  has  been  repaid,  converted  or  continued;
(iii)     amounts advanced to the Borrower to cure, in full or in part, any such
Lender's  failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall
bear  interest at the rate applicable to Floating Rate Loans in effect from time
to  time,  and  for  all other purposes of this Agreement shall be treated as if
they  were  Floating  Rate  Loans;
(iv)     regardless  of  whether or not a Default has occurred or is continuing,
and  notwithstanding  the  instructions  of  the  Borrower  as  to  its  desired
application,  all  repayments  of  principal which, in accordance with the other
terms of this Agreement, would be applied to the outstanding Floating Rate Loans
shall  be applied first, ratably to all Floating Rate Loans constituting Non Pro
                  -----
Rata Loans, second, ratably to Floating Rate Loans other than those constituting
            ------
Non  Pro  Rata  Loans  or  Cure Loans and, third, ratably to Floating Rate Loans
                                           -----
constituting  Cure  Loans;
(v)     for  so  long  as and until the earlier of any such Lender's cure of the
failure  to  fund  its  Pro Rata Share of any Advance and the termination of the
Revolving  Loan  Commitments,  the  term "Required Lenders" for purposes of this
Agreement  shall mean Lenders (excluding all Lenders whose failure to fund their
respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata
Shares  represent  greater  than  fifty  percent (50%) of the aggregate Pro Rata
Shares  of  such  Lenders;  and
(vi)     for so long as and until any such Lender's failure to fund its Pro Rata
Share  of  any  Advance is cured in accordance with Section 9.2(ii), such Lender
                                                    ---------------
shall  not  be  entitled to any Facility Fees with respect to its Revolving Loan
Commitment,  which Facility Fees shall accrue in favor of the Lenders which have
funded  their  respective  Pro  Rata  Share  of such requested Advance, shall be
allocated  among  such  performing  Lenders  ratably  based  upon their relative
Revolving  Loan  Commitments,  and  shall  be  calculated based upon the average
amount  by  which  the  aggregate  Revolving Loan Commitments of such performing
Lenders  exceeds  the  outstanding  principal  amount of the Loans owing to such
performing  Lenders.
9.3     Amendments.  Subject  to the provisions of this Article IX, the Required
        ----------                                      ----------
Lenders (or the Administrative Agent with the consent in writing of the Required
     Lenders) and the Borrower may enter into agreements supplemental hereto for
the  purpose  of  adding  or  modifying  any provisions to the Loan Documents or
changing  in  any  manner the rights of the Lenders or the Borrower hereunder or
waiving  any  Default  hereunder;  provided,  however, that no such supplemental
                                   --------   -------
agreement  shall,  without the consent of each Lender (which is not a defaulting
Lender  under  the  provisions  of  Section  9.2)  affected  thereby:
                                    ------------
(i)     Postpone or extend the Revolving Loan Termination Date or any other date
     fixed  for  any  payment  of principal of, or interest on, the Loans or any
fees  or  other  amounts  payable  to  such  Lender (other than (a) as expressly
permitted  by  the  terms  of  Section  2.2  and  (b)  any  modifications of the
                               ------------
provisions  relating  to  amounts,  timing  or application of prepayments of the
Loans and other Obligations, which modifications shall require the approval only
of  the  Required  Lenders).
(ii)     Reduce  the principal amount of any Loans, or reduce the rate or extend
the  time  of  payment  of interest or fees thereon (other than (a) as expressly
permitted by Section 2.2, (b) a waiver of the application of the default rate of
             -----------
interest  pursuant to Section 2.10 hereof and (c) as a result of a change in the
                      ------------
definition  of  Leverage Ratio or any of the components thereof or the method of
calculation  thereof).
(iii)     Reduce  the percentage specified in the definition of Required Lenders
or  any other percentage of Lenders specified to be the applicable percentage in
this Agreement to act on specified matters or amend the definitions of "Required
Lenders"  or  "Pro  Rata  Share".
(iv)     Increase  the  amount  of  the Revolving Loan Commitment of such Lender
hereunder  or  increase  such  Lender's  Pro  Rata  Share.
(v)     Permit  the  Borrower  to  assign its rights under this Agreement, other
than  pursuant  to  the  Debt  Assumption.
(vi)     other  than  pursuant  to  a transaction permitted by the terms of this
Agreement,  release  any  guarantor  from  its  obligations under the Subsidiary
Guaranty.
(vii)     Amend  this  Section  9.3.
                       ------------
No  amendment  of any provision of this Agreement relating to the Administrative
Agent  shall  be  effective  without  the  written consent of the Administrative
Agent.  The  Administrative  Agent  may  waive payment of the fee required under
Section  13.3(B)  without  obtaining  the  consent  of  any  of  the  Lenders.
   -------------
9.4     Preservation  of  Rights.  No  delay  or  omission of the Lenders or the
        ------------------------
Administrative Agent to exercise any right under the Loan Documents shall impair
     such right or be construed to be a waiver of any Default or an acquiescence
therein,  and the making of a Loan notwithstanding the existence of a Default or
the  inability  of the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence.  Any single or partial exercise
of  any  such  right shall not preclude other or further exercise thereof or the
exercise  of any other right, and no waiver, amendment or other variation of the
terms,  conditions or provisions of the Loan Documents whatsoever shall be valid
unless  in  writing  signed by the Lenders required pursuant to Section 9.3, and
                                                                -----------
then  only  to  the extent in such writing specifically set forth.  All remedies
contained  in  the Loan Documents or by law afforded shall be cumulative and all
shall  be available to the Administrative Agent and the Lenders until all of the
Obligations  (other than contingent indemnity obligations) shall have been fully
and indefeasibly paid and satisfied in cash and all financing arrangements among
the  Borrower  and  the  Lenders  shall  have  been  terminated.
ARTICLE  X:     GENERAL  PROVISIONS
-----------     -------------------
10.1     Survival of Representations.  All representations and warranties of the
         ---------------------------
     Borrower  contained  in  this  Agreement  shall  survive  delivery  of this
Agreement  and  the  making  of  the  Loans  herein  contemplated.
10.2     Governmental  Regulation.  Anything  contained in this Agreement to the
         ------------------------
contrary  notwithstanding,  no Lender shall be obligated to extend credit to the
Borrower  in  violation  of  any  limitation  or  prohibition  provided  by  any
applicable  statute  or  regulation.
10.3     Performance  of  Obligations.  The  Borrower  agrees  that  after  the
         ----------------------------
occurrence  and  during  the  continuance of a Default, the Administrative Agent
may,  but  shall  have  no  obligation  to,  make any payment or perform any act
required  of  the  Borrower  under  any  Loan  Document  to  the  extent  the
Administrative Agent determines that such action shall be necessary or advisable
in  order  to  protect  or  preserve  the  rights of the Lenders hereunder.  The
Administrative  Agent  shall  use  its  reasonable  efforts to give the Borrower
notice  of  any action taken under this Section 10.3 prior to the taking of such
                                        ------------
action or promptly thereafter provided the failure to give such notice shall not
affect  the  Borrower's  obligations in respect thereof.  The Borrower agrees to
pay  the  Administrative  Agent,  upon demand, the principal amount of all funds
advanced  by  the  Administrative  Agent  under this Section 10.3, together with
                                                     ------------
interest thereon at the rate from time to time applicable to Floating Rate Loans
from the date of such advance until the outstanding principal balance thereof is
paid  in  full.  If  the  Borrower  fails to make payment in respect of any such
advance  under  this Section 10.3 within one (1) Business Day after the date the
                     ------------
Borrower  receives  written  demand  therefor from the Administrative Agent, the
Administrative  Agent  shall  promptly notify each Lender and each Lender agrees
that  it  shall thereupon make available to the Administrative Agent, in Dollars
in immediately available funds, the amount equal to such Lender's Pro Rata Share
of  such  advance.  If  such  funds are not made available to the Administrative
Agent  by  such  Lender  within  one  (1)  Business Day after the Administrative
Agent's  demand  therefor,  the Administrative Agent will be entitled to recover
any  such  amount from such Lender together with interest thereon at the Federal
Funds  Effective  Rate  for each day during the period commencing on the date of
such  demand and ending on the date such amount is received.  The failure of any
Lender  to  make available to the Administrative Agent its Pro Rata Share of any
such  unreimbursed  advance  under  this  Section 10.3 shall neither relieve any
                                          ------------
other Lender of its obligation hereunder to make available to the Administrative
Agent  such  other  Lender's  Pro  Rata  Share  of such advance on the date such
payment  is  to  be made nor increase the obligation of any other Lender to make
such  payment  to  the  Administrative Agent.  All outstanding principal of, and
interest  on, advances made under this Section 10.3 shall constitute Obligations
                                       ------------
subject  to  the  terms  of  this  Agreement until paid in full by the Borrower.
10.4     Headings.  Section  headings  in the Loan Documents are for convenience
         --------
of  reference  only,  and  shall  not  govern  the  interpretation of any of the
provisions  of  the  Loan  Documents.
10.5     Entire  Agreement.  The  Loan Documents embody the entire agreement and
         -----------------
understanding  among  the Borrower, the Administrative Agent and the Lenders and
supersede  all  prior  agreements  and  understandings  among  the Borrower, the
Administrative  Agent  and  the  Lenders relating to the subject matter thereof.
10.6     Several  Obligations;  Benefits  of  this  Agreement.  The  respective
         ----------------------------------------------------
obligations  of  the  Lenders  hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the  Administrative  Agent  is  authorized  to act as such).  The failure of any
Lender  to  perform any of its obligations hereunder shall not relieve any other
Lender  from  any  of  its  obligations  hereunder.  This Agreement shall not be
construed  so  as  to confer any right or benefit upon any Person other than the
parties  to  this  Agreement  and  their  respective  successors  and  assigns.
10.7     Expenses;  Indemnification.
         --------------------------
(A)     Expenses.  The Borrower shall reimburse the Administrative Agent and the
        --------
     Arranger  for  any  reasonable  costs,  internal  charges and out-of-pocket
expenses  (including reasonable attorneys' and paralegals' fees and time charges
of  attorneys  and  paralegals for the Administrative Agent, which attorneys and
paralegals may be employees of the Administrative Agent) paid or incurred by the
Administrative  Agent  or  the  Arranger  in  connection  with  the preparation,
negotiation,  execution,  delivery,  syndication, review, amendment modification
and,  after  the  occurrence  and  during  the  continuance  of  a Default or an
Unmatured  Default,  administration  of  the  Loan Documents.  The Borrower also
agrees  to  reimburse  the Administrative Agent and the Arranger and the Lenders
for  any  reasonable  costs  and  out-of-pocket  expenses  (including reasonable
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the  Administrative  Agent and the Arranger and the Lenders, which attorneys and
paralegals  may  be employees of the Administrative Agent or the Arranger or the
Lenders)  paid  or  incurred  by the Administrative Agent or the Arranger or any
Lender  in  connection with the collection of the Obligations and enforcement of
the  Loan  Documents;  provided,  that  after  the  occurrence  and  during  the
                       --------
continuance  of  a  Default, the Borrower agrees to reimburse the Administrative
Agent,  the  Arranger  and  the  Lenders  for  all  such costs and out-of-pocket
expenses,  whether  or  not  reasonable.
(B)     Indemnity.  The  Borrower  further agrees to defend, protect, indemnify,
        ---------
and hold harmless the Administrative Agent, the Arranger, the Syndication Agent,
the  Documentation  Agent  and  each  and  all  of the Lenders and each of their
respective  Affiliates,  and  each  of  such Administrative Agent's, Syndication
Agent's,  Documentation Agent's, Arranger's, Lender's, or Affiliate's respective
officers,  directors,  trustees,  investment  advisors, employees, attorneys and
agents  (including,  without  limitation,  those retained in connection with the
satisfaction  or  attempted  satisfaction  of any of the conditions set forth in
Article  V)  (collectively,  the  "INDEMNITEES")  from  and  against any and all
   -------
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
   ---
claims,  costs,  expenses  of  any kind or nature whatsoever (including, without
limitation,  the  fees  and  disbursements  of  counsel  for such Indemnitees in
connection  with  any  investigative,  administrative  or  judicial  proceeding,
whether  or  not  such Indemnitees shall be designated a party thereto), imposed
on,  incurred by, or asserted against such Indemnitees in any manner relating to
or  arising  out  of:
(i)     this  Agreement,  the  other  Loan  Documents  or any of the Transaction
Documents,  or  any act, event or transaction related or attendant thereto or to
the  Transactions  and the making of the Loans hereunder, the management of such
Loans, the use or intended use of the proceeds of the Loans hereunder, or any of
     the  other  transactions  contemplated  by  the  Transaction  Documents; or
(ii)     any  liabilities,  obligations,  responsibilities,  losses,  damages,
personal  injury,  death,  punitive  damages,  economic  damages,  consequential
damages, treble damages, intentional, willful or wanton injury, damage or threat
to  the  environment,  natural  resources or public health or welfare, costs and
expenses  (including,  without  limitation, attorney, expert and consulting fees
and  costs  of  investigation,  feasibility  or remedial action studies), fines,
penalties  and  monetary  sanctions,  interest,  direct  or  indirect,  known or
unknown,  absolute  or contingent, past, present or future relating to violation
of  any  Environmental,  Health or Safety Requirements of Law arising from or in
connection  with  the  past,  present  or future operations of the Borrower, its
Subsidiaries  or any of their respective predecessors in interest, or, the past,
present  or  future  environmental, health or safety condition of any respective
property  of  the  Borrower  or  its  Subsidiaries,  the  presence  of
asbestos-containing  materials at any respective property of the Borrower or its
Subsidiaries  or  the  Release or threatened Release of any Contaminant into the
environment  (collectively,  the  "INDEMNIFIED  MATTERS");
provided,  however,  the  Borrower  shall  have  no  obligation to an Indemnitee
--------   -------
hereunder  with  respect  to Indemnified Matters caused by or resulting from the
------
willful  misconduct  or  gross negligence of such Indemnitee with respect to the
--
Loan  Documents,  as determined by the final non-appealed judgment of a court of
--
competent  jurisdiction.  If the undertaking to indemnify, pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is violative
of  any  law or public policy, the Borrower shall contribute the maximum portion
which  it  is  permitted to pay and satisfy under applicable law, to the payment
and  satisfaction  of  all  Indemnified  Matters  incurred  by  the Indemnitees.
     Each  Indemnitee, with respect to any action against it in respect of which
indemnity  may  be  sought  under this Section, shall give written notice of the
commencement  of such action to the Borrower within a reasonable time after such
Indemnitee  is  made a party to such action.  Upon receipt of any such notice by
the  Borrower, unless such Indemnitee shall be advised by its counsel that there
are  or  may  be  legal defenses available to such Indemnitee that are different
from,  in  addition  to,  or  in  conflict  with,  the defenses available to the
Borrower  or  any  of  its  Subsidiaries,  the Borrower may participate with the
Indemnitee  in  the defense of such Indemnified Matter, including the employment
of  counsel  consented  to  by  such  Indemnitee  (which  consent  shall  not be
unreasonably withheld); provided, however, nothing provided herein shall entitle
                        --------  -------
(a)  the  Borrower  or  any  of  its  Subsidiaries to assume the defense of such
Indemnified  Matter or (b) any Indemnitee to effect any settlement in respect of
any  indemnified  matter  without the Borrower's consent, such consent not to be
unreasonably  withheld.
(C)     Waiver  of  Certain  Claims; Settlement of Claims.  The Borrower further
        -------------------------------------------------
agrees  to  assert  no  claim  against  any  of the Indemnitees on any theory of
liability  seeking  consequential,  special,  indirect,  exemplary  or  punitive
damages.  No  settlement  of any claim asserted against or likely to be asserted
against  an  Indemnitee  shall  be  entered  into  by the Borrower or any if its
Subsidiaries  with  respect  to  any  claim,  litigation,  arbitration  or other
proceeding  relating  to  or  arising  out of the transactions evidenced by this
Agreement,  the  other  Loan  Documents  or  in connection with the Transactions
(whether  or  not  the Administrative Agent or any Lender or any Indemnitee is a
party  thereto) unless such settlement releases such Indemnitee from any and all
liability  with  respect  thereto.
(D)     Survival  of Agreements.  The obligations and agreements of the Borrower
        -----------------------
under  this  Section  10.7  shall  survive  the  termination  of this Agreement.
             -------------
10.8     Numbers  of Documents.  All statements, notices, closing documents, and
         ---------------------
requests  hereunder  shall  be  furnished  to  the  Administrative  Agent  with
sufficient counterparts so that the Administrative Agent may furnish one to each
     of  the  Lenders.
10.9     Accounting.  Except  as provided to the contrary herein, all accounting
         ----------
terms  used  herein  shall  be  interpreted  and  all  accounting determinations
hereunder  shall be made in accordance with Agreement Accounting Principles.  If
any  changes  in generally accepted accounting principles are hereafter required
or permitted and are adopted by the Borrower or any of its Subsidiaries with the
agreement  of  its  independent  certified  public  accountants and such changes
result  in  a  change  in  the  method  of  calculation  of any of the financial
covenants, tests, restrictions or standards herein or in the related definitions
or  terms  used therein ("ACCOUNTING CHANGES"), the parties hereto agree, at the
Borrower's request, to enter into negotiations, in good faith, in order to amend
such  provisions  in  a  credit  neutral  manner so as to reflect equitably such
changes  with the desired result that the criteria for evaluating the Borrower's
and  its  Subsidiaries' financial condition shall be the same after such changes
as  if  such changes had not been made; provided, however, until such provisions
                                        --------  -------
are  amended in a manner reasonably satisfactory to the Administrative Agent and
the  Required  Lenders,  no  Accounting  Change  shall  be  given effect in such
calculations  and  all financial statements and reports required to be delivered
hereunder  shall  be prepared in accordance with Agreement Accounting Principles
without  taking  into  account  such  Accounting  Changes.  In  the  event  such
amendment  is  entered  into,  all  references  in  this  Agreement to Agreement
Accounting  Principles shall mean generally accepted accounting principles as of
the  date  of  such  amendment.
10.10     Severability  of  Provisions.  Any provision in any Loan Document that
          ----------------------------
is  held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as  to  that  jurisdiction,  be  inoperative,  unenforceable, or invalid without
affecting  the  remaining  provisions  in  that  jurisdiction  or the operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this  end  the  provisions  of  all Loan Documents are declared to be severable.
10.11     Nonliability  of  Lenders.  The  relationship between the Borrower and
          -------------------------
the  Lenders  and  the Administrative Agent shall be solely that of borrower and
lender.  Neither  the  Administrative  Agent  nor  any  Lender  shall  have  any
fiduciary  responsibilities  to  the Borrower.  Neither the Administrative Agent
nor any Lender undertakes any responsibility to the Borrower to review or inform
the  Borrower  of  any  matter  in  connection  with any phase of the Borrower's
business  or  operations.
10.12     GOVERNING  LAW.  THE  ADMINISTRATIVE  AGENT ACCEPTS THIS AGREEMENT, ON
          --------------
BEHALF  OF  ITSELF  AND  THE  LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND
AGREEING  TO  IT THERE.  ANY DISPUTE BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT,  ANY  LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED
WITH,  RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION  WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD  TO  THE  CONFLICTS  OF  LAWS  PROVISIONS)  OF  THE  STATE  OF  ILLINOIS.
10.13     CONSENT  TO  JURISDICTION;  JURY  TRIAL.
          ---------------------------------------
(A)     EXCLUSIVE  JURISDICTION.  EXCEPT  AS PROVIDED IN SUBSECTION (B), EACH OF
        -----------------------                          --------------
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
     WITH,  RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM
IN  CONNECTION  WITH,  THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING  IN  CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY  STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO
ACKNOWLEDGE  THAT  ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED  OUTSIDE OF CHICAGO, ILLINOIS.  EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES  BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
                                   --------------
TO  THE  LOCATION  OF  THE  COURT  CONSIDERING  THE  DISPUTE.
(B)     OTHER JURISDICTIONS.  THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT,
        -------------------
ANY  LENDER  OR  ANY OTHER HOLDER OF OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED
AGAINST  THE  BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH
PERSON  TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) IN ORDER TO
ENFORCE  A  JUDGMENT  OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON.  THE
BORROWER  AGREES  THAT  IT  WILL  NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS
OR  TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON BUT SHALL
ONLY  BE  PERMITTED  TO  BRING  ANY SUCH PERMISSIVE COUNTERCLAIM IN A PROCEEDING
BROUGHT  PURSUANT  TO CLAUSE (A).  THE BORROWER WAIVES ANY OBJECTION THAT IT MAY
                     -----------
HAVE  TO  THE  LOCATION  OF  THE  COURT  IN  WHICH  SUCH  PERSON HAS COMMENCED A
PROCEEDING  DESCRIBED  IN  THIS  SUBSECTION  (B).
                                 ---------------
(C)     VENUE.  THE  BORROWER  IRREVOCABLY  WAIVES  ANY  OBJECTION  (INCLUDING,
        -----
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF  FORUM  NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
    -----  --- ----------
ANY  SUCH  ACTION  OR  PROCEEDING  WITH  RESPECT  TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT,  DOCUMENT  OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN  ANY  JURISDICTION  SET  FORTH  ABOVE.
(D)     WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY
        --------------------
RIGHT  TO  HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT,  TORT,  OR  OTHERWISE,  ARISING  OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL  TO  THE  RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT  OR  ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT  A  JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY  OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES  HERETO  TO  THE  WAIVER  OF  THEIR  RIGHT  TO  TRIAL  BY  JURY.
(E)     ADVICE  OF  COUNSEL.  EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY
        -------------------
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF
SECTION  10.7  AND  THIS  SECTION  10.13,  WITH  ITS  COUNSEL.
-------------             --------------
10.14     Subordination  of Intercompany Indebtedness.  The Borrower agrees that
          -------------------------------------------
any  and  all  claims  of the Borrower against any of its Subsidiaries that is a
Subsidiary  Guarantor  with  respect  to  any  "Intercompany  Indebtedness"  (as
hereinafter defined), any endorser, obligor or any other guarantor of all or any
     part  of  the  Obligations,  or  against  any  of  its  properties shall be
subordinate and subject in right of payment to the prior payment, in full and in
cash,  of  all  Obligations  and  Hedging  Obligations under Hedging Agreements;
provided  that, and not in contravention of the foregoing, so long as no Default
     ---
has  occurred  and  is  continuing  the  Borrower  may make loans to and receive
payments  in  the ordinary course with respect to such Intercompany Indebtedness
from each such Subsidiary Guarantor to the extent permitted by the terms of this
Agreement  and  the  other  Loan  Documents.  Notwithstanding  any  right of the
Borrower  to  ask,  demand,  sue  for,  take  or  receive  any  payment from any
Subsidiary  Guarantor, all rights, liens and security interests of the Borrower,
whether  now  or  hereafter arising and howsoever existing, in any assets of any
Subsidiary  Guarantor shall be and are subordinated to the rights of the holders
of  the  Obligations and the Administrative Agent in those assets.  The Borrower
shall  have  no  right  to possession of any such asset or to foreclose upon any
such asset, whether by judicial action or otherwise, unless and until all of the
Obligations  (other  than  contingent  indemnity  obligations)  and  the Hedging
Obligations  under  Hedging  Agreements shall have been fully paid and satisfied
(in  cash)  and  all  financing  arrangements  pursuant  to any Loan Document or
Hedging  Agreement among the Borrower and the holders of the Obligations (or any
affiliate  thereof)  have  been terminated.  If all or any part of the assets of
any  Subsidiary  Guarantor,  or  the  proceeds  thereof,  are  subject  to  any
distribution,  division  or  application  to  the  creditors  of such Subsidiary
Guarantor, whether partial or complete, voluntary or involuntary, and whether by
reason of liquidation, bankruptcy, arrangement, receivership, assignment for the
benefit  of  creditors  or any other action or proceeding, or if the business of
any such Subsidiary Guarantor is dissolved or if substantially all of the assets
of  any  such  Subsidiary  Guarantor are sold, then, and in any such event (such
events  being  herein  referred  to  as  an  "INSOLVENCY EVENT"), any payment or
distribution  of  any  kind  or  character,  either in cash, securities or other
property,  which  shall  be  payable  or deliverable upon or with respect to any
indebtedness  of  any  Subsidiary  Guarantor  to  the  Borrower  ("INTERCOMPANY
INDEBTEDNESS")  shall  be paid or delivered directly to the Administrative Agent
for  application  on  any  of  the Obligations and Hedging Obligations under the
Hedging  Agreements,  due  or  to become due, until such Obligations and Hedging
Obligations  (other than contingent indemnity obligations) shall have first been
fully  paid and satisfied (in cash).  Should any payment, distribution, security
or  instrument  or  proceeds  thereof  be  received by the Borrower upon or with
respect  to the Intercompany Indebtedness after an Insolvency Event prior to the
satisfaction  of  all  of  the  Obligations  (other  than  contingent  indemnity
obligations)  and  Hedging  Obligations  under  Hedging  Agreements  and  the
termination  of  all  financing  arrangements  pursuant  to any Loan Document or
Hedging  Agreement  among the Borrower and the holders of Obligations (and their
affiliates),  the Borrower shall receive and hold the same in trust, as trustee,
for  the  benefit of the holders of the Obligations and such Hedging Obligations
and  shall  forthwith  deliver  the  same  to  the Administrative Agent, for the
benefit  of  such  Persons,  in  precisely  the  form  received  (except for the
endorsement  or  assignment of the Borrower where necessary), for application to
any  of the Obligations and such Hedging Obligations, due or not due, and, until
so delivered, the same shall be held in trust by the Borrower as the property of
the  holders  of  the Obligations and such Hedging Obligations.  If the Borrower
fails  to  make  any such endorsement or assignment to the Administrative Agent,
the  Administrative  Agent  or  any of its officers or employees are irrevocably
authorized  to  make  the  same.  The Borrower agrees that until the Obligations
(other  than  the contingent indemnity obligations) and such Hedging Obligations
have  been  paid  in full (in cash) and satisfied and all financing arrangements
pursuant  to  any  Loan Document or Hedging Agreement among the Borrower and the
holders  of  the  Obligations  (and  their affiliates) have been terminated, the
Borrower  will  not  assign  or  transfer  to  any  Person  (other  than  the
Administrative  Agent)  any  claim  the  Borrower  has  or  may have against any
Subsidiary  Guarantor.
ARTICLE  XI:     THE  ADMINISTRATIVE  AGENT
------------     --------------------------
11.1     Appointment;  Nature  of  Relationship.  Bank  One,  NA,  having  its
         ---------------------------------------
principal  office  in  Chicago,  Illinois  is  appointed  by  the Lenders as the
Administrative  Agent  hereunder and under each other Loan Document, and each of
the  Lenders  irrevocably  authorizes  the  Administrative  Agent  to act as the
contractual  representative  of such Lender with the rights and duties expressly
set  forth  herein  and  in  the other Loan Documents.  The Administrative Agent
agrees  to  act  as  such contractual representative upon the express conditions
contained  in  this  Article  XI.  Notwithstanding  the  use of the defined term
                     -----------
"Administrative  Agent,"  it  is  expressly  understood  and  agreed  that  the
Administrative Agent shall not have any fiduciary responsibilities to any Holder
     of  Obligations  by  reason  of  this Agreement and that the Administrative
Agent  is  merely  acting  as  the representative of the Lenders with only those
duties  as  are  expressly  set  forth  in  this  Agreement  and  the other Loan
Documents.  In  its  capacity  as  the  Lenders' contractual representative, the
Administrative  Agent  (i)  does  not  assume any fiduciary duties to any of the
Holders of Obligations, (ii) is a "representative" of the Holders of Obligations
within  the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is
acting  as an independent contractor, the rights and duties of which are limited
to  those  expressly  set  forth in this Agreement and the other Loan Documents.
Each  of  the  Lenders, for itself and on behalf of its affiliates as Holders of
Obligations,  agrees  to assert no claim against the Administrative Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of  which  claims  each  Holder  of  Obligations  waives.
11.2     Powers.  The  Administrative  Agent  shall  have  and may exercise such
         ------
powers  under  the  Loan  Documents  as  are  specifically  delegated  to  the
Administrative  Agent by the terms of each thereof, together with such powers as
are  reasonably  incidental  thereto.  The  Administrative  Agent  shall have no
implied  duties  or  fiduciary  duties  to the Lenders, or any obligation to the
Lenders  to  take  any action hereunder or under any of the other Loan Documents
except  any  action  specifically  provided by the Loan Documents required to be
taken  by  the  Administrative  Agent.
11.3     General  Immunity.  Neither  the  Administrative  Agent  nor any of its
         -----------------
directors,  officers,  agents  or employees shall be liable to the Borrower, the
Lenders  or any Lender for any action taken or omitted to be taken by it or them
hereunder  or  under  any  other  Loan  Document  or  in  connection herewith or
therewith  except  to  the  extent  such  action or inaction is found in a final
judgment  by  a  court  of competent jurisdiction to have arisen solely from the
gross  negligence  or  willful  misconduct  of  such  Person.
11.4     No  Responsibility for Loans, Creditworthiness, Recitals, Etc.  Neither
         -------------------------------------------------------------
the Administrative Agent nor any of its directors, officers, agents or employees
shall  be responsible for or have any duty to ascertain, inquire into, or verify
(i)  any  statement, warranty or representation made in connection with any Loan
Document  or  any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction  of  any  condition specified in Article V, except receipt of items
                                              ---------
required  to be delivered solely to the Administrative Agent; (iv) the existence
or  possible  existence  of  any  Default  or (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection  therewith.  The Administrative Agent shall not be responsible to any
Lender  for any recitals, statements, representations or warranties herein or in
any  of the other Loan Documents, for the perfection or priority of the Liens on
collateral,  if any, or for the execution, effectiveness, genuineness, validity,
legality,  enforceability,  collectibility,  or sufficiency of this Agreement or
any of the other Loan Documents or the transactions contemplated thereby, or for
the  financial  condition of any guarantor of any or all of the Obligations, the
Borrower  or  any  of  its  Subsidiaries.
11.5     Action  on  Instructions of Lenders.  The Administrative Agent shall in
         -----------------------------------
all  cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by  the  Required  Lenders  (or  all of the Lenders in the event that and to the
extent  that  this Agreement expressly requires such), and such instructions and
any  action  taken or failure to act pursuant thereto shall be binding on all of
the  Lenders  and on all owners of Loans and on all Holders of Obligations.  The
Administrative Agent shall be fully justified in failing or refusing to take any
action  hereunder  and  under  any  other Loan Document unless it shall first be
indemnified  to  its  satisfaction  by  the Lenders pro rata against any and all
liability,  cost and expense that it may incur by reason of taking or continuing
to  take  any  such  action.
11.6     Employment  of  Administrative  Agents and Counsel.  The Administrative
         --------------------------------------------------
Agent  may  execute  any of its duties as the Administrative Agent hereunder and
under  any  other  Loan  Document  by  or  through  employees,  agents,  and
attorney-in-fact  and shall not be answerable to the Lenders, except as to money
or  securities  received  by  it  or  its  authorized agents, for the default or
misconduct  of  any  such  agents  or  attorneys-in-fact  selected  by  it  with
reasonable  care.  The  Administrative  Agent  shall  be  entitled  to advice of
counsel  concerning the contractual arrangement between the Administrative Agent
and  the Lenders and all matters pertaining to the Administrative Agent's duties
hereunder  and  under  any  other  Loan  Document.
11.7     Reliance  on  Documents;  Counsel.  The  Administrative  Agent shall be
         ---------------------------------
entitled  to  rely  upon  any  notice,  consent, certificate, affidavit, letter,
telegram,  statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to  legal  matters,  upon  the opinion of counsel selected by the Administrative
Agent,  which  counsel  may  be  employees  of  the  Administrative  Agent.
11.8     The  Administrative  Agent's  Reimbursement  and  Indemnification.  The
         -----------------------------------------------------------------
Lenders  agree  to  reimburse  and indemnify the Administrative Agent ratably in
proportion  to  their  respective  Pro  Rata  Shares  (i)  for  any  amounts not
reimbursed  by  the  Borrower  for which the Administrative Agent is entitled to
reimbursement  by  the  Borrower  under  the  Loan Documents, (ii) for any other
expenses  incurred  by  the  Administrative  Agent  on behalf of the Lenders, in
connection  with  the  preparation,  execution,  delivery,  administration  and
enforcement  of  the  Loan Documents and (iii) for any liabilities, obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  of  any  kind  and  nature  whatsoever  which  may be imposed on,
incurred  by or asserted against the Administrative Agent in any way relating to
or  arising  out  of  the  Loan  Documents  or  any  other document delivered in
connection  therewith  or  the  transactions  contemplated  thereby,  or  the
enforcement of any of the terms thereof or of any such other documents, provided
                                                                        --------
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing  is  found  in a final non-appealable judgment by a court of competent
jurisdiction  to  have  arisen  solely  from  the  gross  negligence  or willful
misconduct  of  the  Administrative  Agent.
11.9     Rights  as a Lender.  With respect to its Revolving Loan Commitment and
         -------------------
Loans made by it, the Administrative Agent shall have the same rights and powers
hereunder  and  under any other Loan Document as any Lender and may exercise the
same  as  though  it were not the Administrative Agent, and the term "Lender" or
"Lenders"  shall,  unless  the  context  otherwise  indicates,  include  the
Administrative  Agent  in its individual capacity.  The Administrative Agent may
accept  deposits from, lend money to, and generally engage in any kind of trust,
debt,  equity  or  other  transaction, in addition to those contemplated by this
Agreement  or  any  other  Loan  Document,  with  the  Borrower  or  any  of its
Subsidiaries  in  which  such Person is not prohibited hereby from engaging with
any  other  Person.
11.10     Lender  Credit  Decision.  Each  Lender  acknowledges  that  it  has,
          ------------------------
independently  and  without reliance upon the Administrative Agent, the Arranger
or  any  other  Lender  and  based  on  the financial statements prepared by the
Borrower  and such other documents and information as it has deemed appropriate,
made  its  own credit analysis and decision to enter into this Agreement and the
other Loan Documents.  Each Lender also acknowledges that it will, independently
and  without  reliance  upon the Administrative Agent, the Arranger or any other
Lender  and based on such documents and information as it shall deem appropriate
at  the  time, continue to make its own credit decisions in taking or not taking
action  under  this  Agreement  and  the  other  Loan  Documents.
11.11     Successor  Administrative  Agent.  The Administrative Agent may resign
          --------------------------------
at  any  time  by giving written notice thereof to the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint,
on behalf of the Borrower and the Lenders, a successor Administrative Agent.  If
no  successor  Administrative Agent shall have been so appointed by the Required
Lenders  and  shall  have accepted such appointment within thirty days after the
retiring  Administrative Agent's giving notice of resignation, then the retiring
Administrative  Agent  may appoint, on behalf of the Borrower and the Lenders, a
successor  Administrative  Agent.  Notwithstanding  anything  herein  to  the
contrary,  so  long  as  no  Default  has  occurred and is continuing, each such
successor  Administrative  Agent  shall  be subject to approval by the Borrower,
which  approval  shall  not  be  unreasonably  withheld.  Such  successor
Administrative  Agent  shall  be  a  commercial bank having capital and retained
earnings  of  at  least $500,000,000.  Upon the acceptance of any appointment as
the  Administrative  Agent  hereunder  by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all  the  rights,  powers,  privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and  obligations  hereunder  and  under  the  other  Loan  Documents.  After any
retiring  Administrative  Agent's resignation hereunder as Administrative Agent,
the  provisions  of  this Article XI shall continue in effect for its benefit in
                          ----------
respect of any actions taken or omitted to be taken by it while it was acting as
the  Administrative  Agent  hereunder  and  under  the  other  Loan  Documents.
11.12          No  Duties Imposed Upon Syndication Agent, Documentation Agent or
               -----------------------------------------------------------------
Arranger.  None  of  the Persons identified on the cover page to this Agreement,
--------
the  signature  pages  to  this  Agreement  or  otherwise in this Agreement as a
"Syndication Agent" or "Documentation Agent" or "Arranger" shall have any right,
power,  obligation, liability, responsibility or duty under this Agreement other
than  if  such  Person  is  a  Lender,  those applicable to all Lenders as such.
Without limiting the foregoing, none of the Persons identified on the cover page
to  this  Agreement,  the signature pages to this Agreement or otherwise in this
Agreement  as a "Syndication Agent" or "Documentation Agent" or "Arranger" shall
have  or  be deemed to have any fiduciary duty to or fiduciary relationship with
any  Lender.  In  addition  to the agreement set forth in Section 11.10, each of
                                                          -------------
the  Lenders  acknowledges  that it has not relied, and will not rely, on any of
the  Persons so identified in deciding to enter into this Agreement or in taking
or  not  taking  action  hereunder.
ARTICLE  XII:     SETOFF;  RATABLE  PAYMENTS
-------------     --------------------------
12.1     Setoff.  In  addition  to, and without limitation of, any rights of the
         ------
Lenders  under  applicable  law,  if  any  Default occurs and is continuing, any
indebtedness  from  any  Lender to the Borrower (including all account balances,
whether  provisional  or final and whether or not collected or available) may be
offset  and  applied toward the payment of the Obligations owing to such Lender,
whether  or  not  the  Obligations,  or  any  part  hereof,  shall  then be due.
12.2     Ratable  Payments.  If  any Lender, whether by setoff or otherwise, has
         -----------------
payment  made  to  it  upon  its Loans (other than payments received pursuant to
Sections  4.1,  4.2  or  4.4)  in a greater proportion than that received by any
    ---------   ---      ---
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans.  If any Lender, whether in connection with
setoff  or  amounts  which  might  be  subject  to setoff or otherwise, receives
collateral  or  other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in  proportion  to  the  obligations owing to them.  In case any such payment is
disturbed  by legal process, or otherwise, appropriate further adjustments shall
be  made.
12.3     Application of Payments.  Subject to the provisions of Section 9.2, the
         -----------------------                                -----------
Administrative  Agent  shall, unless otherwise specified at the direction of the
Required  Lenders  which direction shall be consistent with the last sentence of
this  Section  12.3,  apply  all  payments  and  prepayments  in  respect of any
      -------------
Obligations  received  after  the  occurrence  and  during  the continuance of a
     ---
Default  or  Unmatured  Default  in  the  following  order:
     -
(A)     first, to pay interest on and then principal of any portion of the Loans
     which  the  Administrative  Agent may have advanced on behalf of any Lender
for  which  the Administrative Agent has not then been reimbursed by such Lender
or  the  Borrower;
(B)     second,  to pay interest on and then principal of any advance made under
Section  10.3  for  which the Administrative Agent has not then been paid by the
-------------
Borrower  or  reimbursed  by  the  Lenders;
--
(C)     third,  to  pay  Obligations  in  respect  of  any  fees,  expenses,
reimbursements  or  indemnities  then  due  to  the  Administrative  Agent;
(D)     fourth,  to  pay  Obligations  in  respect  of  any  fees,  expenses,
reimbursements  or  indemnities  then  due  to  the  Lenders;
(E)     fifth,  to  pay  interest  due  in  respect  of  Loans;
(F)     sixth,  to the ratable payment or prepayment of principal outstanding on
Loans  and  Hedging  Obligations  under  Hedging Agreements in such order as the
Administrative  Agent  may  determine  in  its  sole  discretion;  and
(G)     seventh,  to  the  ratable  payment  of  all  other  Obligations.
Unless otherwise designated (which designation shall only be applicable prior to
the  occurrence of a Default) by the Borrower, all principal payments in respect
of  Loans  shall  be  applied to the outstanding Revolving Loans first, to repay
outstanding  Floating  Rate Loans, and then to repay outstanding Eurodollar Rate
                                       ----
Loans  with  those  Eurodollar  Rate  Loans which have earlier expiring Interest
Periods  being repaid prior to those which have later expiring Interest Periods.
The  order of priority set forth in this Section 12.3 and the related provisions
                                         ------------
of this Agreement are set forth solely to determine the rights and priorities of
the  Administrative  Agent  and  the  Lenders as among themselves.  The order of
priority  set  forth  in clauses (D) through (J) of this Section 12.3 may at any
                         -----------         ---         ------------
time  and from time to time be changed by the Required Lenders without necessity
of  notice  to  or  consent of or approval by the Borrower, or any other Person.
The  order of priority set forth in clauses (A) through (C) of this Section 12.3
                                    -----------         ---         ------------
may  be changed only with the prior written consent of the Administrative Agent.
12.4     Relations  Among  Lenders.
         -------------------------
(A)     Except  with  respect to the exercise of set-off rights of any Lender in
accordance  with  Section  12.1, the proceeds of which are applied in accordance
                  -------------
with  this  Agreement,  and  except as set forth in the following sentence, each
Lender  agrees  that  it  will not take any action, nor institute any actions or
proceedings, against the Borrower or any other obligor hereunder or with respect
     to  any  Loan  Document,  without the prior written consent of the Required
Lenders or, as may be provided in this Agreement or the other Loan Documents, at
the  direction  of  the  Administrative  Agent.
(B)     The  Lenders  are  not  partners or co-venturers, and no Lender shall be
liable for the acts or omissions of, or (except as otherwise set forth herein in
case  of the Administrative Agent) authorized to act for, any other Lender.  The
Administrative Agent shall have the exclusive right on behalf of the Lenders, at
the  direction  of  the  Required  Lenders,  to  enforce  on  the payment of the
principal  of and interest on any Loan after the date such principal or interest
has  become  due  and  payable  pursuant  to  the  terms  of  this  Agreement.
12.5     Representations  and  Covenants  Among Lenders.  Each Lender represents
         ----------------------------------------------
and  covenants for the benefit of all other Lenders and the Administrative Agent
that  such Lender is not satisfying and shall not satisfy any of its obligations
pursuant  to this Agreement with any assets considered for any purposes of ERISA
or  Section  4975  of  the  Code  to  be assets of or on behalf of any "plan" as
defined  in  section  3(3)  of  ERISA or section 4975 of the Code, regardless of
whether  subject  to  ERISA  or  Section  4975  of  the  Code.
ARTICLE  XIII:     BENEFIT  OF  AGREEMENT;  ASSIGNMENTS;  PARTICIPATIONS
--------------     -----------------------------------------------------
13.1     Successors and Assigns.  The terms and provisions of the Loan Documents
         ----------------------
     shall  be  binding  upon  and  inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) without the
consent  of  all  of the Lenders, (a) Ralston shall not have the right to assign
its  rights  or  obligations under the Loan Documents other than pursuant to the
Debt  Assumption and only if the Net Worth Condition and all other conditions to
the  Debt  Assumption  have been satisfied, and (b) Energizer shall not have the
right to assign its rights or obligations under the Loan Documents, and any such
assignment in violation of this Section 13.1(i) shall be null and void, and (ii)
                                ---------------
any  assignment  by  any  Lender  must  be  made in compliance with Section 13.3
                                                                    ------------
hereof.  Notwithstanding  clause  (ii) of this Section 13.1 or Section 13.3, (i)
                          ------------         ------------    ------------
any  Lender  may  at  any  time,  without  the  consent  of  the Borrower or the
Administrative  Agent,  assign  all  or  any  portion  of  its rights under this
Agreement  to  a  Federal  Reserve  Bank  and (ii) any Lender which is a fund or
commingled  investment  vehicle that invests in commercial loans in the ordinary
course  of  its business may at any time, without the consent of the Borrower or
the  Administrative  Agent, pledge or assign all or any part of its rights under
this  Agreement  to  a trustee or other representative of holders of obligations
owed  or  securities  issued  by  such  Lender  as  collateral  to  secure  such
obligations  or securities; provided, however, that no such assignment or pledge
                            --------  -------
shall  release  the  transferor  Lender  from  its  obligations  hereunder.  The
Administrative  Agent  may  treat  each Lender as the owner of the Loans made by
such  Lender  hereunder  for  all  purposes  hereof unless and until such Lender
complies  with  Section  13.3 hereof in the case of an assignment thereof or, in
                -------------
the  case  of any other transfer, a written notice of the transfer is filed with
the  Administrative Agent.  Any assignee or transferee of a Loan, Revolving Loan
Commitment  or any other interest of a lender under the Loan Documents agrees by
acceptance  thereof  to  be  bound  by  all the terms and provisions of the Loan
Documents.  Any  request, authority or consent of any Person, who at the time of
making  such  request  or  giving  such authority or consent is the owner of any
Loan,  shall  be  conclusive  and binding on any subsequent owner, transferee or
assignee  of  such  Loan.
13.2     Participations.
         --------------
(A)     Permitted  Participants; Effect.  Subject to the terms set forth in this
        -------------------------------
Section  13.2,  any  Lender  may,  in the ordinary course of its business and in
-------------
accordance  with  applicable law, at any time sell to one or more banks or other
----
entities  ("PARTICIPANTS")  participating  interests  in  any Loan owing to such
Lender,  any  Revolving  Loan Commitment of such Lender or any other interest of
such  Lender  under  the  Loan  Documents  on  a pro rata or non-pro rata basis.
Notice  of such participation to the Borrower and the Administrative Agent shall
be  required  prior  to  any  participation becoming effective with respect to a
Participant  which is not a Lender or an Affiliate thereof.  In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
     obligations  under  the  Loan Documents shall remain unchanged, such Lender
shall  remain solely responsible to the other parties hereto for the performance
of  such obligations, such Lender shall remain the owner of all Loans made by it
for  all  purposes under the Loan Documents, all amounts payable by the Borrower
under  this  Agreement  shall  be determined as if such Lender had not sold such
participating  interests,  and  the  Borrower and the Administrative Agent shall
continue  to  deal  solely and directly with such Lender in connection with such
Lender's  rights  and  obligations  under  the  Loan  Documents except that, for
purposes  of  Article  IV hereof, the Participants shall be entitled to the same
              -----------
rights  as  if  they  were  Lenders.
(B)     Voting  Rights.  Each  Lender  shall  retain  the sole right to approve,
        --------------
without the consent of any Participant, any amendment, modification or waiver of
any  provision  of  the Loan Documents other than any amendment, modification or
waiver  with  respect  to  any  Loan  or Revolving Loan Commitment in which such
Participant  has  an  interest  which  forgives  principal,  interest or fees or
reduces  the  interest  rate  or  fees  payable  pursuant  to  the terms of this
Agreement  with respect to any such Loan or Revolving Loan Commitment, postpones
any  date fixed for any regularly-scheduled payment of principal of, or interest
or  fees on, any such Loan or Revolving Loan Commitment (other than as expressly
permitted  by  Section  2.2),  releases  any  Subsidiary  Guarantor  from  its
               ------------
obligations  under the Subsidiary Guaranty, or releases all or substantially all
of  the  collateral,  if  any,  securing  any  such  Loan.
(C)     Benefit  of  Setoff.  The Borrower agrees that each Participant shall be
        -------------------
deemed to have the right of setoff provided in Section 12.1 hereof in respect to
                                               ------------
its participating interest in amounts owing under the Loan Documents to the same
extent  as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents, provided that each Lender shall retain the
                                      --------
right  of  setoff  provided in Section 12.1 hereof with respect to the amount of
                               ------------
participating  interests  sold  to  each  Participant  except to the extent such
Participant exercises its right of setoff.  The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
Section  12.1  hereof,  agrees  to  share  with each Lender, any amount received
-------------
pursuant  to  the  exercise of its right of setoff, such amounts to be shared in
-----
accordance  with  Section  12.2  as  if  each  Participant  were  a  Lender.
--                -------------
13.3     Assignments.
         -----------
(A)     Permitted  Assignments.  Any  Lender  may, in the ordinary course of its
        ----------------------
business  and  in  accordance  with applicable law, at any time assign to one or
more  banks  or other entities ("PURCHASERS") all or a portion of its rights and
obligations  under  this Agreement (including, without limitation, its Revolving
Loan  Commitment  and all Loans owing to it in accordance with the provisions of
this  Section  13.3.  Each assignment shall be of a constant, and not a varying,
      -------------
ratable percentage of all of the assigning Lender's rights and obligations under
     this  Agreement.  Such  assignment  shall  be  substantially in the form of
Exhibit  C hereto and shall not be permitted hereunder unless such assignment is
    ------
either  for all of such Lender's rights and obligations under the Loan Documents
or,  without  the  prior  written consent of the Administrative Agent and (if no
Default  or  Unmatured  Default  has  occurred  or  is continuing) the Borrower,
involves  loans  and  commitments  in an aggregate amount of at least $5,000,000
(which  minimum  amount shall not apply to any assignment between Lenders, or to
an  Affiliate  of  any  Lender).  Other  than  with respect to any assignment to
another  Lender  or an Affiliate or successor entity of such Lender, the consent
of  the  Administrative Agent, and, prior to the occurrence and continuance of a
Default  or  Unmatured  Default, the Borrower (which consent, in each such case,
shall  not  be  unreasonably  withheld) shall be required prior to an assignment
becoming  effective.
(B)     Effect;  Effective  Date.  Upon (i) delivery to the Administrative Agent
        ------------------------
of  a  notice of assignment, substantially in the form attached as Appendix I to
                                                                   ----------
Exhibit  C hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required
 ---------
by  Section  13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or
    ----------------
the  assignor  (as  agreed)  to  the  Administrative  Agent  for processing such
assignment  (provided  no  such  fee  shall  be  required  in connection with an
assignment by a Lender to an Affiliate or successor entity of such Lender), such
assignment shall become effective on the effective date specified in such Notice
of  Assignment.  The  Notice of Assignment shall contain a representation by the
Purchaser to the effect that none of the consideration used to make the purchase
of  the  Revolving  Loan  Commitment  or  Loans  under the applicable Assignment
Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets
of  any  "plan"  as defined in Section 3(3) of ERISA or Section 4975 of the Code
and  that  the  rights  and  interests  of  the  Purchaser in and under the Loan
Documents  will  not  constitute such "plan assets".  On and after the effective
date  of such assignment, such Purchaser, if not already a Lender, shall for all
purposes  be  a  Lender  party  to  this  Agreement and any other Loan Documents
executed  by  the  Lenders  and  shall  have all the rights and obligations of a
Lender  under  the  Loan Documents, to the same extent as if it were an original
party  hereto,  and no further consent or action by the Borrower, the Lenders or
the Administrative Agent shall be required to release the transferor Lender with
respect  to  the percentage of the Aggregate Revolving Loan Commitment and Loans
assigned  to  such  Purchaser.  Upon  the  consummation  of  any assignment to a
Purchaser  pursuant  to  this  Section  13.3(B),  the  transferor  Lender,  the
                               ----------------
Administrative  Agent  and  the  Borrower shall make appropriate arrangements so
that,  to  the  extent notes have been issued to evidence any of the transferred
Loans,  replacement notes are issued to such transferor Lender and new notes or,
as appropriate, replacement notes, are issued to such Purchaser, in each case in
principal  amounts reflecting their Revolving Loan Commitment (or from and after
the  Conversion Date, the outstanding principal balance of such Lender's Loans),
as  adjusted  pursuant  to  such  assignment.
(C)     The  Register.  The  Administrative  Agent shall maintain at its address
        -------------
referred  to in Section 14.1 a copy of each assignment delivered to and accepted
                ------------
by  it  pursuant  to  this  Section 13.3 and a register (the "REGISTER") for the
                            ------------
recordation  of  the  names  and addresses of the Lenders and the Revolving Loan
Commitment  of and principal amount of the Loans owing to, each Lender from time
to time and whether such Lender is an original Lender or the assignee of another
Lender  pursuant  to  an assignment under this Section 13.3.  The entries in the
                                               ------------
Register  shall  be  conclusive  and  binding  for all purposes, absent manifest
error,  and  the Borrower and each of its Subsidiaries, the Administrative Agent
and  the Lenders may treat each Person whose name is recorded in the Register as
a  Lender  hereunder  for all purposes of this Agreement.  The Register shall be
available  for  inspection  by the Borrower or any Lender at any reasonable time
and  from  time  to  time  upon  reasonable  prior  notice.
13.4     Confidentiality.  Subject to Section 13.5, the Administrative Agent and
         ---------------              ------------
     the  Lenders  and their respective representatives shall hold all nonpublic
information  obtained  pursuant  to  the  requirements  of  this  Agreement  and
identified  as  such  by the Borrower in accordance with such Person'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 Transferee in
connection  with  the contemplated participation or assignment 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,  or  to  any  direct  or  indirect
contractual  counterparty  in swap agreements or such contractual counterparty's
professional  advisor,  and  shall  require  any  such  Transferee to agree (and
require  any  of its Transferees to agree) to comply with this Section 13.4.  In
                                                               ------------
no  event  shall the Administrative Agent or any Lender be obligated or required
to  return  any  materials  furnished  by  the Borrower; provided, however, each
                                                         --------  -------
prospective  Transferee  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  Agreement.
13.5     Dissemination  of  Information.  The Borrower authorizes each Lender to
         ------------------------------
disclose  to  any  Participant  or  Purchaser  or  any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective  Transferee  any  and  all  information  in such Lender's possession
concerning  the  Borrower  and its Subsidiaries; provided that prior to any such
                                                 --------
disclosure,  such  prospective  Transferee shall agree to preserve in accordance
with  Section 13.4 the confidentiality of any confidential information described
      ------------
therein.
ARTICLE  XIV:     NOTICES
-------------     -------
14.1     Giving  Notice.  Except  as  otherwise  permitted  by Section 2.13 with
         --------------                                        ------------
respect  to  Borrowing/Election  Notices,  all  notices and other communications
provided  to  any  party hereto under this Agreement or any other Loan Documents
shall  be  in  writing or by telex or by facsimile and addressed or delivered to
such  party at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties. Any
     notice,  if  mailed  and  properly addressed with postage prepaid, shall be
deemed given three (3) Business Days after mailed; any notice, if transmitted by
telex or facsimile, shall be deemed given when transmitted (answerback confirmed
in  the  case  of  telexes);  or, any notice, if transmitted by courier, one (1)
Business Day after deposit with a reputable overnight carrier services, with all
charges  paid.
14.2     Change  of  Address.  The  Borrower,  the  Administrative Agent and any
         -------------------
Lender  may each change the address for service of notice upon it by a notice in
writing  to  the  other  parties  hereto.
ARTICLE  XV:     COUNTERPARTS
------------     ------------
     This  Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This Agreement shall be
effective  when  it  has been executed by the Borrower, the Administrative Agent
and the Lenders and each party has notified the Administrative Agent by telex or
telephone,  that  it  has  taken  such  action.
                  [Remainder of This Page Intentionally Blank]

<PAGE>



     IN  WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent
have  executed  this  Agreement  as  of  the  date  first  above  written.
     RALSTON  PURINA  COMPANY,  as  the  Borrower


     By:  /s/  James  R.  Elsesser
     Name:  James  R.  Elsesser
     Title:  Chief  Financial  Officer

     Address:
     Checkerboard  Square
     St.  Louis,  MO  63164
     Attention:  Chief  Financial  Officer
     Phone:  (314)  982-2353
     Fax:  (314)  982-1092
     E-Mail:  jelsesser@ralston.com

<PAGE>

     BANK  ONE,  NA  (Main  Office Chicago), as Administrative Agent, an Issuing
Lender,  the  Swing  Line  Bank  and  as  a  Lender


     By:  /s/  BANK  ONE,  NA
     Name:
     Title:

     Address:
     1  Bank  One  Plaza
     Suite  IL1-0088
     14th  Floor
     Chicago,  Illinois  60670
     Attention:  William  J.  Oleferchik
     Telephone  No.:  (312)  732-2947
     Facsimile  No.:  (312)  732-1117

<PAGE>

     BANK  OF  AMERICA,  N.A.,  as  Syndication  Agent  and  as  a  Lender


     By:/s/  Suzanne  B.  Smith
     Name:  Suzanne  B.  Smith
     Title:    Managing  Director

     Address:
     901  Main  Street
     67th  Floor
     Dallas,  TX  75202-3714
     Attention:  Suzanne  B.  Smith
     Phone:  (214)  209-0280
     Fax:      (214)  209-0980
     E-Mail:  suzanne.b.smith@bankofamerica.com


<PAGE>

     WACHOVIA  BANK,  N.A.,  as  Documentation Agent and as a Lender


     By:  /s/  Walter  R.  Gillikin
     Name:  Walter  R.  Gillikin
     Title:    Senior  Vice  President

     Address:
     191  Peachtree  Street,  MC-GA370
     Atlanta,  GA  30303
     Attention:  Walter  R.  Gillikin
     Phone:  (404)  332-5747
     Fax:      (404)  332-6898
     E-Mail:  walt.gillikin@wachovia.com


<PAGE>

     THE  NORTHERN  TRUST  COMPANY,
     as  a  Lender


     By:  /s/  Lisa  M.  Taylor
     Name:  Lisa  M.  Taylor
     Title:    Second  Vice  President

     Address:
     50  South  LaSalle
     11th  Floor
     Chicago,  IL  60675
     Attention:  Lisa  Taylor
     Phone:  (312)  444-4196
     Fax:      (312)  444-5055
     E-Mail:  lisataylor@notes.ntrs.com


<PAGE>

     STANDARD  CHARTERED  BANK,
     as  a  Lender


     By:  /s/  Andrew  Ng
     Name:  Andrew  Ng
     Title:    Vice  President


     By:  /s/  Marianne  R.  Murray
     Name:  Marianne  R.  Murray
     Title:    Senior  Vice  President

     Address:
     7  World  Trade  Center
     27th  Floor
     New  York,  NY  10048
     Attention:  Marianne  R.  Murray
     Phone:  (212)  667-0505
     Fax:      (212)  667-0225
     E-Mail:  Marianne.Murray@US.StandardCharetered.com


<PAGE>

     THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a Lender


     By:/s/  Hisashi  Miyashiro
     Name:  Hisashi  Miyashiro
     Title:    Deputy  General  Manager

     Address:
     227  West  Monroe  Street
     Suite  2300
     Chicago,  IL  60606
     Attention:  Alex  Lam
     Phone:  (312)  696-4662
     Fax:      (312)  696-4535
     E-Mail:  alam@btmna.com


<PAGE>

     BANK  OF  NEW  YORK,  as  a  Lender


     By:  /s/  John-Paul  Marotta
     Name:  John-Paul  Marotta
     Title:    Vice  President

     Address:
     One  Wall  Street
     New  York,  NY  10286

     Attention:  David  Shedd
     Phone:  (212)  635-8448
     Fax:      (212)  635-1208


<PAGE>

     BANCA  COMMERCIALE  ITALIANA,  CHICAGO  BRANCH,  as  a  Lender


     By:  /s/ Charles  Dougherty
     Name:  Mr.  Charles  Dougherty
     Title:    Vice  President


     By:  /s/  Edward  Bermant
     Name:  Mr.  Edward  Bermant
     Title:    First  Vice  President
                 Deputy  Manager

     Address:
     One  William  Street
     New  York,  NY  10004
     Attention:  Mr.  Charles  Dougherty
     Phone:  (212)  607-3656
     Fax:      (212)  809-2124


<PAGE>

     BANCA  NAZIONALE  DEL  LAVORO  S.P.A.-NEW  YORK  BRANCH,  as  a  Lender


     By:  /s/Giulio  Giovine
     Name:  Giulio  Giovine
     Title:    Vice  President


     By:  /s/Leonardo  Valentini
     Name:  Leonardo  Valentini
     Title:    First  Vice  President

     Address:
     25  West  51st  Street
     New  York,  NY  10019
     Attention:  Giulio  Giovine
     Phone:  (212)  314-0239
     Fax:      (212)  765-2978
     E-mail:  comdiv@bulny.Com


<PAGE>

     BANQUE  NATIONALE  DE  PARIS,
     as  a  Lender


     By:  /s/Arnaud  Collin  du  Bocage
     Name:  Arnaud  Collin  du  Bocage
     Title:    Executive  Vice  President
                 and  General  Manager

     Address:
     209  South  LaSalle  Street
     Chicago,  IL  60604
     Attention:  Ms.  Kristin  Howatt
     Phone:  (312)  977-1383
     Fax:      (312)  977-1380


<PAGE>

     DG  BANK  DEUTSCHE  GENOSSENSCHAFTSBANK  AG,  as  a  Lender


     By:/s/  Dg  Bank  Deutsche  Genossenschaftsbank  Ag
     Name:
     Title:


     By:/s/  Dg  Bank  Deutsche  Genossenschaftsbank  Ag
     Name:
     Title:

     Address:
     609  Fifth  Avenue
     New  York,  NY  10017-1021
     Attention:  Craig  Anderson,  Vice  President
     Phone:  (212)  745-1583
     Fax:      (212)  745-1556/1550


<PAGE>

     THE  DAI-ICHI  KANGYO  BANK,  LTD.,
     as  a  Lender


     By:/s/  Nobuyasu  Fukatsu
     Name:  Nobuyasu  Fukatsu
     Title:    General  Manager

     Address:
     10  South  Wacker  Drive
     26th  Floor
     Chicago,  IL  60606
     Attention:  Brian  Riley
     Phone:  (312)  876-8600
     Fax:      (312)  876-2011
     E-Mail:  brianriley@dkb.com


<PAGE>

     MERCANTILE  BANK  NATIONAL  ASSOCIATION,  as  a  Lender


     By:  /s/  Davif  F.  Higbee
     Name:  David  F.  Higbee
     Title:    Vice  President

     Address:
     One  Mercantile  Center
     Tram  001/1001/12-3
     St.  Louis,  MO  63101
     Attention:  David  F.  Higbee
     Phone:  (314)  418-1967
     Fax:      (314)  418-2203
     E-Mail:  david.f.higbee@mercbcp.com


<PAGE>

     SANPAOLO  IMI  S.P.A.,  as  a  Lender


     By:/s/  Luca  Sacchi
     Name:  Luca  Sacchi
     Title:    Vice  President


     By:/s/  Carlo  Persico
     Name:  Carlo  Persico
     Title:    Deputy  General  Manager

     Address:
     245  Park  Avenue
     New  York,  NY  10167
     Attention:  Luca  Sacchi
     Phone:  (212)  692-3130
     Fax:      (212)  692-3178
     E-Mail:  luca@sanpaolony.com


<PAGE>

     SUNTRUST  BANK,  as  a  Lender


     By:/s/  Linda  L.  Dash
     Name:  Linda  L.  Dash
     Title:    Vice  President

     Address:
     303  Peachtree  Street,  N.E.
     Mail  Code  1928,  3rd  Floor
     Atlanta,  GA  30308
     Attention:  Linda  L.  Dash
     Phone:  (404)  658-4923
     Fax:      (404)  658-4905


<PAGE>

     WESTPAC  BANKING  CORPORATION,
     as  a  Lender


     By:/s/  Lewis  Love
     Name:  Lewis  Love
     Title:    Head  of  Legal  &  Compliance
                 Europe  &  Americas

     Address:
     575  Fifth  Avenue
     New  York,  NY  10017
     Attention:  Ms.  Kate  Perry
     Phone:  (212)  551-1808
     Fax:      (212)  551-1995
     E-Mail:  kperry@westpac.com.au


<PAGE>
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  Ralston,  Energizer  and  the
Administrative  Agent

ENERGIZER  HOLDINGS,  INC.


/s/  Daniel  E.  Corbin
Name:  Daniel  E.  Corbin
Title:  Executive  Vice  President  -  Finance  and  Control


Address:
Checkerboard  Square
800  Chouteau  Avenue
St.  Louis,  MO  63102
Attention:  Daniel  Corbin
Phone:  (314)  982-1801
Fax:  (314)  982-1180
E-mail:  DECorbin@Energizer.com

<PAGE>





<TABLE>
<CAPTION>

                                    EXHIBITS

<S>        <C>    <C>

EXHIBIT A   --  Revolving Loan Commitments (Definitions)

EXHIBIT B   --  Form of Borrowing/Election Notice (Section 2.2 and Section 2.7
                and Section 2.9)

EXHIBIT C   --  Form of Assignment and Acceptance Agreement (Sections 2.19
                and 13.3)

EXHIBIT D   --  Form of Borrower's Counsel's Opinion (Section 5.1)

EXHIBIT E   --  List of Closing Documents (Section 5.1)

EXHIBIT F   --  Form of Officer's Certificate (Sections 5.2 and 7.1(A)(iii))

EXHIBIT G   --  Form of Compliance Certificate (Sections 5.2 and 7.1(A)(iii))

EXHIBIT H   --  Form of Supplement to Subsidiary Guaranty (Definitions)

EXHIBIT I   --  Form of Debt Assumption Agreement (Definitions)
</TABLE>


<TABLE>
<CAPTION>


                                            SCHEDULES

<S>                <C>  <C>

Schedule 1.1.1      --  Permitted Existing Investments (Definitions)

Schedule 1.1.2      --  Permitted Existing Liens (Definitions)

Schedule 1.1.3      --  Permitted Existing Contingent Obligations (Definitions)

Schedule 6.3        --  Ralston Conflicts; Ralston Governmental Consents (Section 6.3)

Schedule 6.6        --  Energizer Conflicts; Energizer Governmental Consents (Section 6.6)

Schedule 6.7        --  Pro Forma Financial Statements (Section 6.7(A))

Schedule 6.10       --  Litigation; Loss Contingencies (Section 6.10)

Schedule 6.11       --  Subsidiaries (Section 6.11)

Schedule 6.21       --  Outstanding Spin-Off Conditions (Section 6.21, Section 5.1(7))

Schedule 6.21(iv)   --  Committed Financing Facilities (Section 6.21(iv), Section 5.1(7)(iv))

Schedule 6.22       --  Environmental Matters (Section 6.22)

Schedule 7.3(G)     --  Transactions with Ralston's Shareholders and Affiliates (Section 7.3(G))
</TABLE>






<TABLE>
<CAPTION>


<S>                                                                        <C>
ARTICLE I:  DEFINITIONS
1.1  Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . . .   1
1.2  References . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
ARTICLE II:  THE REVOLVING LOAN FACILITY
2.1  Revolving Loans. . . . . . . . . . . . . . . . . . . . . . . . . . .  21
2.2  Extension of Revolving Loan Termination Date; Conversion to
  Term Loan.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
2.3  Rate Options for all Advances; Maximum Interest Periods. . . . . . .  23
2.4  Optional Payments. . . . . . . . . . . . . . . . . . . . . . . . . .  23
2.5  Reduction of Revolving Loan Commitments. . . . . . . . . . . . . . .  23
2.6  Method of Borrowing. . . . . . . . . . . . . . . . . . . . . . . . .  24
2.7  Method of Selecting Types and Interest Periods for Advances. . . . .  24
2.8  Minimum Amount of Each Advance . . . . . . . . . . . . . . . . . . .  24
2.9  Method of Selecting Types and Interest Periods for
  Conversion and Continuation of Advances.. . . . . . . . . . . . . . . .  24
2.10  Default Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
2.11  Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . .  25
2.12  Evidence of Debt. . . . . . . . . . . . . . . . . . . . . . . . . .  25
2.13  Telephonic Notices. . . . . . . . . . . . . . . . . . . . . . . . .  26
2.14  Promise to Pay; Interest and Facility Fees; Interest Payment Dates;
  Interest and Fee Basis; Loan and Control Accounts.. . . . . . . . . . .  26
1.15  Notification of Advances, Interest Rates, Prepayments and
  Aggregate Revolving Loan Commitment Reductions. . . . . . . . . . . . .  28
1.16  Lending Installations . . . . . . . . . . . . . . . . . . . . . . .  29
1.17  Non-Receipt of Funds by the Administrative Agent. . . . . . . . . .  29
1.18  Termination Date. . . . . . . . . . . . . . . . . . . . . . . . . .  29
1.19  Replacement of Certain Lenders. . . . . . . . . . . . . . . . . . .  29
ARTICLE III:  [RESERVED]
ARTICLE IV:  YIELD PROTECTION; TAXES
4.1  Yield Protection . . . . . . . . . . . . . . . . . . . . . . . . . .  30
4.2  Changes in Capital Adequacy Regulations. . . . . . . . . . . . . . .  31
4.3  Availability of Types of Advances. . . . . . . . . . . . . . . . . .  31
4.4  Funding Indemnification. . . . . . . . . . . . . . . . . . . . . . .  32
4.5  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
4.6  Lender Statements; Survival of Indemnity . . . . . . . . . . . . . .  33
ARTICLE V:  CONDITIONS PRECEDENT
5.1  Initial Advances . . . . . . . . . . . . . . . . . . . . . . . . . .  34
5.2  Each Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
ARTICLE VI:  REPRESENTATIONS AND WARRANTIES
6.1  Organization; Corporate Powers of Ralston. . . . . . . . . . . . . .  36
6.2  Authority of Ralston.. . . . . . . . . . . . . . . . . . . . . . . .  36
6.3  No Conflict; Governmental Consents for Ralston . . . . . . . . . . .  37
6.4  Organization; Corporate Powers of Energizer. . . . . . . . . . . . .  38
6.5  Authority of Energizer.. . . . . . . . . . . . . . . . . . . . . . .  38
6.6  No Conflict; Governmental Consents for Energizer . . . . . . . . . .  39
6.7  Financial Statements.. . . . . . . . . . . . . . . . . . . . . . . .  39
6.8  No Material Adverse Change . . . . . . . . . . . . . . . . . . . . .  40
6.9  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
6.10  Litigation; Loss Contingencies and Violations . . . . . . . . . . .  41
6.11  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
6.12  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
6.13  Accuracy of Information . . . . . . . . . . . . . . . . . . . . . .  42
6.14  Securities Activities . . . . . . . . . . . . . . . . . . . . . . .  43
6.15  Material Agreements . . . . . . . . . . . . . . . . . . . . . . . .  43
6.16  Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . .  43
6.17  Assets and Properties . . . . . . . . . . . . . . . . . . . . . . .  43
6.18  Statutory Indebtedness Restrictions . . . . . . . . . . . . . . . .  43
6.19  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
6.20  Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
6.21  Spin-Off Transactions . . . . . . . . . . . . . . . . . . . . . . .  44
6.22  Environmental Matters . . . . . . . . . . . . . . . . . . . . . . .  44
6.23  Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
6.24  Net Worth Condition . . . . . . . . . . . . . . . . . . . . . . . .  45
6.25  Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
ARTICLE VII:  COVENANTS
7.1  Reporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
7.2  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . .  48
7.3  Negative Covenants.. . . . . . . . . . . . . . . . . . . . . . . . .  51
7.4  Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . . .  57
ARTICLE VIII:  DEFAULTS
8.1  Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
ARTICLE IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS,
 AMENDMENTS AND REMEDIES
9.1  Termination of Revolving Loan Commitments; Acceleration. . . . . . .  61
9.2  Defaulting Lender. . . . . . . . . . . . . . . . . . . . . . . . . .  61
9.3  Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
9.4  Preservation of Rights . . . . . . . . . . . . . . . . . . . . . . .  63
ARTICLE X:  GENERAL PROVISIONS
10.1  Survival of Representations . . . . . . . . . . . . . . . . . . . .  63
10.2  Governmental Regulation . . . . . . . . . . . . . . . . . . . . . .  63
10.3  Performance of Obligations. . . . . . . . . . . . . . . . . . . . .  63
10.4  Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
10.5  Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . .  64
10.6  Several Obligations; Benefits of this Agreement . . . . . . . . . .  64
10.7  Expenses; Indemnification.. . . . . . . . . . . . . . . . . . . . .  64
10.8  Numbers of Documents. . . . . . . . . . . . . . . . . . . . . . . .  66
10.9  Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
10.10  Severability of Provisions . . . . . . . . . . . . . . . . . . . .  66
10.11  Nonliability of Lenders. . . . . . . . . . . . . . . . . . . . . .  67
10.12  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . .  67
10.13  CONSENT TO JURISDICTION; JURY TRIAL. . . . . . . . . . . . . . . .  67
10.14  Subordination of Intercompany Indebtedness . . . . . . . . . . . .  68
ARTICLE XI:  THE ADMINISTRATIVE AGENT
11.1  Appointment; Nature of Relationship . . . . . . . . . . . . . . . .  69
11.2  Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
11.3  General Immunity. . . . . . . . . . . . . . . . . . . . . . . . . .  70
11.4  No Responsibility for Loans, Creditworthiness, Recitals, Etc. . . .  70
11.5  Action on Instructions of Lenders . . . . . . . . . . . . . . . . .  70
11.6  Employment of Administrative Agents and Counsel . . . . . . . . . .  71
11.7  Reliance on Documents; Counsel. . . . . . . . . . . . . . . . . . .  71
11.8  The Administrative Agent's Reimbursement and Indemnification. . . .  71
11.9  Rights as a Lender. . . . . . . . . . . . . . . . . . . . . . . . .  71
11.10  Lender Credit Decision . . . . . . . . . . . . . . . . . . . . . .  71
11.11  Successor Administrative Agent . . . . . . . . . . . . . . . . . .  72
11.12  No Duties Imposed Upon Syndication Agent, Documentation
  Agent or Arranger . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
ARTICLE XII:  SETOFF; RATABLE PAYMENTS
12.1  Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
12.2  Ratable Payments. . . . . . . . . . . . . . . . . . . . . . . . . .  72
12.3  Application of Payments . . . . . . . . . . . . . . . . . . . . . .  73
12.4  Relations Among Lenders.. . . . . . . . . . . . . . . . . . . . . .  73
12.5  Representations and Covenants Among Lenders . . . . . . . . . . . .  74
ARTICLE XIII:  BENEFIT OF AGREEMENT; ASSIGNMENTS;
PARTICIPATIONS
13.1  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . .  74
13.2  Participations. . . . . . . . . . . . . . . . . . . . . . . . . . .  74
13.3  Assignments.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
13.4  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . .  77
13.5  Dissemination of Information. . . . . . . . . . . . . . . . . . . .  77
ARTICLE XIV:  NOTICES
14.1  Giving Notice . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
14.2  Change of Address . . . . . . . . . . . . . . . . . . . . . . . . .  77
ARTICLE XV:  COUNTERPARTS
</TABLE>



CHICAGO4  1074507v5     March  31,  2000  (09:18am)
CHICAGO4  1074507v5     March  31,  2000  (09:18am)