ENERGIZER HOLDINGS, INC.


                                  $300,000,000
                         Senior Notes Issuable In Series


                                   $15,000,000
                  7.78% Senior Notes, Series 2000-A, Tranche 1,
                                due April 1, 2003

                                  $110,000,000
                  7.86% Senior Notes, Series 2000-A, Tranche 2,
                                due April 1, 2005

                                   $25,000,000
                  7.91% Senior Notes, Series 2000-A, Tranche 3,
                                due April 1, 2007

                                   $25,000,000
                  7.96% Senior Notes, Series 2000-A, Tranche 4,
                                due April 1, 2010


                                    _________

                             NOTE PURCHASE AGREEMENT
                                    _________



                            Dated as of April 1, 2000



     Tranche  1  PPN:  29266R  A*  9
     Tranche  2  PPN:  29266R  A@  7
     Tranche  3  PPN:  29266R  A#  5
     Tranche  4  PPN:  29266R  B*  8




<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>      <C>                                                                  <C>
Section  Page
-------  -------------------------------------------------------------------
1.. . .  AUTHORIZATION OF NOTES                                                1
1.1.. .  Amount; Establishment of Series                                       1
1.2.. .  The Series 2000-A Notes.                                              2
2.. . .  SALE AND PURCHASE OF SERIES 2000-A NOTES.                             3
3.. . .  CLOSING                                                               3
4.. . .  CONDITIONS TO CLOSING                                                 3
4.1.. .  Representations and Warranties                                        3
4.2.. .  Performance; No Default                                               4
4.3.. .  Compliance Certificates                                               4
4.4.. .  Opinions of Counsel                                                   4
4.5.. .  Purchase Permitted By Applicable Law, etc                             4
4.6.. .  Sale of Other Notes                                                   5
4.7.. .  Payment of Special Counsel Fees                                       5
4.8.. .  Private Placement Number                                              5
4.9.. .  Changes in Corporate Structure                                        5
4.10. .  Subsidiary Guaranty                                                   5
4.11. .  Proceedings and Documents.                                            5
5.. . .  REPRESENTATIONS AND WARRANTIES OF THE COMPANY                         5
5.1.. .  Organization; Power and Authority                                     6
5.2.. .  Authorization, etc                                                    6
5.3.. .  Disclosure                                                            6
5.4.. .  Organization and Ownership of Shares of Subsidiaries                  7
5.5.. .  Financial Statements                                                  7
5.6.. .  Compliance with Laws, Other Instruments, etc                          7
5.7.. .  Governmental Authorizations, etc.                                     8
5.8.. .  Litigation; Observance of Statutes and Orders                         8
5.9.. .  Taxes                                                                 9
5.10. .  Title to Property; Leases                                             9
5.11. .  Licenses, Permits, etc                                                9
5.12. .  Compliance with ERISA                                                 9
5.13. .  Private Offering by the Company                                      10
5.14. .  Use of Proceeds; Margin Regulations                                  11
5.15. .  Existing Indebtedness                                                11
5.16. .  Foreign Assets Control Regulations, etc                              11
5.17. .  Status under Certain Statutes                                        11
5.18. .  Solvency of Subsidiary Guarantors                                    12
5.19. .  Year 2000                                                            12
5.20. .  Environmental Matters                                                12
6.. . .  REPRESENTATIONS OF THE PURCHASERS.                                   13
6.1.. .  Purchase for Investment                                              13
6.2.. .  Source of Funds                                                      13
7.. . .  INFORMATION AS TO COMPANY                                            14
7.1.. .  Financial and Business Information                                   14
7.2.. .  Officer's Certificate                                                17
7.3.. .  Inspection                                                           17
8.. . .  PREPAYMENT OF THE NOTES.                                             18
8.1.. .  No Scheduled Prepayments                                             18
8.2.. .  Optional Prepayments with Make-Whole Amount                          18
8.3.. .  Allocation of Partial Prepayments                                    18
8.4.. .  Maturity; Surrender, etc                                             19
8.5.. .  Purchase of Notes                                                    19
8.6.. .  Make-Whole Amount                                                    19
9.. . .  AFFIRMATIVE COVENANTS                                                21
9.1.. .  Compliance with Law                                                  21
9.2.. .  Insurance                                                            21
9.3.. .  Maintenance of Properties                                            21
9.4.. .  Payment of Taxes and Claims                                          21
9.5.. .  Corporate Existence, etc                                             22
10. . .  NEGATIVE COVENANTS                                                   22
10.1. .  Consolidated Indebtedness; Indebtedness of Restricted Subsidiaries.  22
10.2. .  Liens.                                                               23
10.3. .  Sale of Assets.                                                      24
10.4. .  Mergers, Consolidations, etc.                                        25
10.5. .  Disposition of Stock of Restricted Subsidiaries.                     26
10.6. .  Designation of Restricted and Unrestricted Subsidiaries.             26
10.7. .  Restricted Subsidiary Guaranties                                     26
10.8. .  Nature of Business.                                                  26
10.9. .  Transactions with Affiliates                                         27
11. . .  EVENTS OF DEFAULT                                                    27
12. . .  REMEDIES ON DEFAULT, ETC                                             29
12.1. .  Acceleration                                                         29
12.2. .  Other Remedies                                                       30
12.3. .  Rescission                                                           30
12.4. .  No Waivers or Election of Remedies, Expenses, etc                    31
13. . .  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES                        31
13.1. .  Registration of Notes                                                31
13.2. .  Transfer and Exchange of Notes                                       31
13.3. .  Replacement of Notes                                                 32
14. . .  PAYMENTS ON NOTES.                                                   32
14.1. .  Place of Payment                                                     32
14.2. .  Home Office Payment                                                  32
15. . .  EXPENSES, ETC                                                        33
15.1. .  Transaction Expenses                                                 33
15.2. .  Survival                                                             33
16. . .  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
         AGREEMENT                                                            33
17. . .  AMENDMENT AND WAIVER                                                 34
17.1. .  Requirements                                                         34
17.2. .  Solicitation of Holders of Notes                                     34
17.3. .  Binding Effect, etc                                                  35
17.4. .  Notes held by Company, etc                                           35
18. . .  NOTICES                                                              35
19. . .  REPRODUCTION OF DOCUMENTS                                            36
20. . .  CONFIDENTIAL INFORMATION                                             36
21. . .  SUBSTITUTION OF PURCHASER                                            37
22. . .  RELEASE OF SUBSIDIARY GUARANTOR                                      37
23. . .  MISCELLANEOUS                                                        38
23.1. .  Successors and Assigns                                               38
23.2. .  Payments Due on Non-Business Days                                    38
23.3. .  Severability                                                         38
23.4. .  Construction                                                         38
23.5. .  Counterparts                                                         38
23.6. .  Governing Law                                                        39
</TABLE>




<PAGE>
SCHEDULE  A     --       Information  Relating  to  Purchasers

SCHEDULE  B     --       Defined  Terms

SCHEDULE  B-1     --     Investments

SCHEDULE  4.9     --     Changes  in  Corporate  Structure

SCHEDULE  5.3     --     Disclosure  Materials

SCHEDULE  5.4     --     Subsidiaries of the Company and Ownership of Subsidiary
                         Stock

SCHEDULE  5.5     --     Financial  Statements

SCHEDULE  5.11     --     Licenses,  Permits,  etc.

SCHEDULE  5.14     --     Use  of  Proceeds

SCHEDULE  5.15     --     Indebtedness

SCHEDULE  10.2     --     Liens

EXHIBIT  1.1(a)     --     Form  of  Senior  Note

EXHIBIT  1.1(b)     --     Form  of  Subsidiary  Guaranty

EXHIBIT  1.1(c)     --     Form  of  Supplement

EXHIBIT  1.2(a)     --     Form  of  Series  2000-A,  Tranche  1,  Senior  Note

EXHIBIT  1.2(b)     --     Form  of  Series  2000-A,  Tranche  2,  Senior  Note

EXHIBIT  1.2(c)     --     Form  of  Series  2000-A,  Tranche  3,  Senior  Note

EXHIBIT  1.2(d)     --     Form  of  Series  2000-A,  Tranche  4,  Senior  Note

EXHIBIT  4.4(a)     --     Form  of  Opinion  of  Counsel  for  the  Company

EXHIBIT  4.4(b)     --     Form of Opinion of Special Counsel for the Purchasers


<PAGE>


                            ENERGIZER HOLDINGS, INC.
                               800 Chouteau Avenue
                              St. Louis, MO  63102
                                 (314) 982-2970
                              Fax:  (314) 982-1334


                                  $300,000,000
                         Senior Notes Issuable In Series


   $15,000,000 7.78% Senior Notes, Series 2000-A, Tranche 1, due April 1, 2003
  $110,000,000 7.86% Senior Notes, Series 2000-A, Tranche 2, due April 1, 2005
   $25,000,000 7.91% Senior Notes, Series 2000-A, Tranche 3, due April 1, 2007
   $25,000,000 7.96% Senior Notes, Series 2000-A, Tranche 4, due April 1, 2010


                                                       Dated as of April 1, 2000


TO  EACH  OF  THE  PURCHASERS  LISTED  IN
     THE  ATTACHED  SCHEDULE  A:

Ladies  and  Gentlemen:

          ENERGIZER  HOLDINGS,  INC.,  a  Missouri  corporation (the "Company"),
agrees  with  you  as  follows:

1.     AUTHORIZATION  OF  NOTES.
1.1.     AMOUNT;  ESTABLISHMENT  OF  SERIES.
          The  Company is contemplating the issue and sale of up to $300,000,000
aggregate  principal amount of its Senior Notes issuable in series (the "Notes",
such  term to include any such Notes issued in substitution therefor pursuant to
Section  13 of this Agreement).  The Notes will be substantially in the form set
out  in  Exhibit 1.1(a), with such changes therefrom, if any, as may be approved
by  the  purchasers  of such Notes, or series thereof, and the Company.  Certain
capitalized  terms  used in this Agreement are defined in Schedule B; references
to  a  "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule
or  an  Exhibit  attached  to this Agreement.  The Notes may be issued in one or
more  series.  Subject  to  Section  22,  the  Notes  will be guaranteed by each
Subsidiary  that  is  now  or  in  the  future  becomes  a signatory to the Bank
Guarantees  (individually,  a  "Subsidiary  Guarantor"  and  collectively,  the
"Subsidiary  Guarantors")  pursuant  to  a guaranty in substantially the form of
Exhibit  1.1(b)  (the  "Subsidiary Guaranty").  Each series of Notes, other than
the initial series, will be issued pursuant to a supplement to this Agreement (a
"Supplement")  in  substantially the form of Exhibit 1.1(c), and will be subject
to  the  following  terms  and  conditions:
(a)     the  designation  of each series of Notes shall distinguish the Notes of
one  series  from  the  Notes  of  all  other  series;
(b)     the  Notes  of  each  series shall rank pari passu with the Notes of all
other series, the Credit Agreement and the Company's other outstanding unsecured
senior  Indebtedness;
(c)     each  series of Notes shall be dated the date of issue, bear interest at
such  rate  or rates, mature on such date or dates, be subject to such mandatory
prepayments  on  the  dates  and  with  the  Make-Whole  Amounts, if any, as are
provided  in  the  Supplement  under which such Notes are issued, and shall have
such additional or different conditions precedent to closing and such additional
or different representations and warranties or, subject to Section 1.1(d), other
terms  and  provisions  as  shall  be  specified  in  such  Supplement;
(d)     any additional covenants, Defaults, Events of Default, rights or similar
provisions that are added by a Supplement for the benefit of the series of Notes
to  be  issued pursuant to such Supplement shall apply to all outstanding Notes,
whether  or  not  the  Supplement  so  provides;  and
(e)     except  to  the  extent  provided  in  foregoing  clause (c), all of the
provisions  of  this  Agreement  shall  apply  to  the  Notes  of  each  series.
The Purchasers of the Series 2000-A Notes need not purchase subsequent series of
Notes.

1.2.     THE  SERIES  2000-A  NOTES.
          The  Company has authorized, as the initial series of Notes hereunder,
the  issue  and  sale  of $175,000,000 aggregate principal amount of Notes to be
designated  as  its  "Series  2000-A Notes" (such term to include any such Notes
issued  in substitution therefor pursuant to Section 13 of this Agreement).  The
Series  2000-A  Notes  will consist of $15,000,000 aggregate principal amount of
7.78%  Senior  Notes,  Series  2000-A, Tranche 1, due April 1, 2003 (the "Series
2000-A,  Tranche  1,  Notes"),  $110,000,000 aggregate principal amount of 7.86%
Senior  Notes,  Series 2000-A, Tranche 2, due April 1, 2005 (the "Series 2000-A,
Tranche  2,  Notes"),  $25,000,000  aggregate  principal  amount of 7.91% Senior
Notes,  Series 2000-A, Tranche 3, due April 1, 2007 (the "Series 2000-A, Tranche
3,  Notes")  and  $25,000,000  aggregate principal amount of 7.96% Senior Notes,
Series  2000-A,  Tranche  4,  due  April 1, 2010 (the "Series 2000-A, Tranche 4,
Notes").  The Series 2000-A Notes shall be substantially in the forms set out in
Exhibits  1.2(a), (b), (c) and (d), as appropriate, with such changes therefrom,
if  any,  as  may  be  approved  by  you  and  the  Company.

2.     SALE  AND  PURCHASE  OF  SERIES  2000-A  NOTES.
          Subject  to  the  terms  and conditions of this Agreement, the Company
will  issue and sell to you and each of the other purchasers named in Schedule A
(the  "Other  Purchasers"),  and you and the Other Purchasers will purchase from
the  Company,  at  the Closing provided for in Section 3, Series 2000-A Notes in
the principal amount specified opposite your names in Schedule A at the purchase
price  of  100%  of the principal amount thereof.  Your obligation hereunder and
the  obligations  of  the Other Purchasers are several and not joint obligations
and  you  shall  have  no  liability  to  any  Person  for  the  performance  or
non-performance  by  any  Other  Purchaser  hereunder.

3.     CLOSING.
          The  sale  and  purchase of the Series 2000-A Notes to be purchased by
you  and  the  Other  Purchasers shall occur at the offices of Gardner, Carton &
Douglas,  Quaker  Tower,  Suite  3400, 321 North Clark Street, Chicago, Illinois
60610  at 9:00 a.m., Chicago time, at a closing (the "Closing") on April 4, 2000
or on such other Business Day thereafter on or prior to April 30, 2000 as may be
agreed upon by the Company and you and the Other Purchasers.  At the Closing the
Company  will  deliver  to you the Series 2000-A Notes to be purchased by you in
the form of a single Series 2000-A Note (or such greater number of Series 2000-A
Notes  in  denominations of at least $500,000 as you may request) dated the date
of  the  Closing  and  registered in your name (or in the name of your nominee),
against  delivery  by  you  to the Company or its order of immediately available
funds  in  the  amount  of  the  purchase  price  therefor  by  wire transfer of
immediately  available  funds  for  the account of the Company to account number
12331-33027  at  Bank  of America, San Francisco, California, ABA No. 121000358,
Swift  Code BOFAUS6S.  If at the Closing the Company fails to tender such Series
2000-A  Notes  to  you  as  provided  above  in  this  Section  3, or any of the
conditions  specified  in  Section  4  shall  not  have  been  fulfilled to your
satisfaction,  you  shall,  at  your  election,  be  relieved  of  all  further
obligations  under  this  Agreement,  without thereby waiving any rights you may
have  by  reason  of  such  failure  or  such  nonfulfillment.

4.     CONDITIONS  TO  CLOSING.
          Your  obligation to purchase and pay for the Series 2000-A Notes to be
sold  to  you at the Closing is subject to the fulfillment to your satisfaction,
prior  to  or  at  the  Closing,  of  the  following  conditions:

4.1.     REPRESENTATIONS  AND  WARRANTIES.
          The  representations  and  warranties of the Company in this Agreement
shall  be  correct when made and correct in all material respects at the time of
the  Closing.

4.2.     PERFORMANCE;  NO  DEFAULT.
          The  Company shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied with
by  it  prior to or at the Closing and after giving effect to the issue and sale
of  the  Series  2000-A  Notes  (and  the application of the proceeds thereof as
contemplated  by  Schedule  5.14)  no  Default  or  Event  of Default shall have
occurred  and  be  continuing.

4.3.     COMPLIANCE  CERTIFICATES.
(a)     Officer's  Certificate.  The  Company  shall  have  delivered  to you an
        ----------------------
Officer's  Certificate,  dated  the  date  of  the  Closing, certifying that the
conditions  specified  in  Sections  4.1,  4.2  and  4.9  have  been  fulfilled.
(b)     Secretary's  Certificate.  The  Company  shall  have  delivered to you a
        ------------------------
certificate  certifying  as  to  the  resolutions  attached  thereto  and  other
corporate  proceedings  relating to the authorization, execution and delivery of
the  Series  2000-A  Notes  and  the  Agreement.
4.4.     OPINIONS  OF  COUNSEL.
          You shall have received opinions in form and substance satisfactory to
you, dated the date of the Closing (a) from Bryan Cave LLP, covering the matters
set  forth  in  Exhibit  4.4(a)  and covering such other matters incident to the
transactions  contemplated  hereby as you or your counsel may reasonably request
(and  the  Company instructs its counsel to deliver such opinion to you) and (b)
from  Gardner,  Carton  &  Douglas, your special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and covering
such  other matters incident to such transactions as you may reasonably request.

4.5.     PURCHASE  PERMITTED  BY  APPLICABLE  LAW,  ETC.
          On  the date of the Closing your purchase of Series 2000-A Notes shall
(i)  be  permitted by the laws and regulations of each jurisdiction to which you
are  subject,  without recourse to provisions (such as Section 1405(a)(8) of the
New  York  Insurance  Law) permitting limited investments by insurance companies
without  restriction  as to the character of the particular investment, (ii) not
violate  any  applicable  law  or  regulation  (including,  without  limitation,
Regulation  U,  T  or X of the Board of Governors of the Federal Reserve System)
and  (iii) not subject you to any tax, penalty or liability under or pursuant to
any  applicable  law or regulation, which law or regulation was not in effect on
the  date  hereof.  If  requested  by  you, you shall have received an Officer's
Certificate  certifying as to such matters of fact as you may reasonably specify
to  enable  you  to  determine  whether  such  purchase  is  so  permitted.

4.6.     SALE  OF  OTHER  NOTES.
          Contemporaneously with the Closing the Company shall sell to the Other
Purchasers and the Other Purchasers shall purchase the Series 2000-A Notes to be
purchased  by  them  at  the  Closing  as  specified  in  Schedule  A.

4.7.     PAYMENT  OF  SPECIAL  COUNSEL  FEES.
          Without  limiting  the  provisions  of Section 15.1, the Company shall
have  paid  on or before the Closing the fees, charges and disbursements of your
special  counsel  referred  to  in  Section  4.4,  to  the extent reflected in a
statement  of  such  counsel  rendered  to the Company at least one Business Day
prior  to  the  Closing.

4.8.     PRIVATE  PLACEMENT  NUMBER.
          Private  Placement  Numbers  issued by Standard & Poor's CUSIP Service
Bureau  (in  cooperation  with  the  Securities Valuation Office of the National
Association  of  Insurance  Commissioners)  shall have been obtained by Gardner,
Carton  &  Douglas  for  each  tranche  of  the  Series  2000-A  Notes.

4.9.     CHANGES  IN  CORPORATE  STRUCTURE.
          Except  as  specified  in  Schedule  4.9  and  except  for the Spinoff
Transactions,  the  Company  shall  not  have  changed  its  jurisdiction  of
incorporation  or been a party to any merger or consolidation and shall not have
succeeded to all or any substantial part of the liabilities of any other entity,
at  any time following the date of the most recent financial statements referred
to  in  Schedule  5.5.

4.10.     SUBSIDIARY  GUARANTY.
          Each  Subsidiary  Guarantor  shall  have  executed  and  delivered the
Subsidiary  Guaranty  in  favor  of  you  and  the  Other  Purchasers.

4.11.     PROCEEDINGS  AND  DOCUMENTS.
          All  corporate  and  other  proceedings  in  connection  with  the
transactions  contemplated  by  this Agreement and all documents and instruments
incident  to  such  transactions  shall  be satisfactory to you and your special
counsel,  and  you  and  your  special  counsel  shall  have  received  all such
counterpart  originals  or certified or other copies of such documents as you or
they  may  reasonably  request.

5.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
          The  Company  represents  and  warrants  to  you  that:

5.1.     ORGANIZATION;  POWER  AND  AUTHORITY.
          The  Company  is a corporation duly organized, validly existing and in
good  standing  under the laws of its jurisdiction of incorporation, and is duly
qualified  as a foreign corporation and is in good standing in each jurisdiction
in  which  such qualification is required by law, other than those jurisdictions
as  to  which  the  failure  to  be  so qualified or in good standing would not,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.  The  Company  has  the corporate power and authority to own or
hold  under  lease  the  properties  it  purports to own or hold under lease, to
transact  the  business  it  transacts  and proposes to transact, to execute and
deliver this Agreement and the Series 2000-A Notes and to perform the provisions
hereof  and  thereof.

5.2.     AUTHORIZATION,  ETC.
          This  Agreement  and the Series 2000-A Notes have been duly authorized
by all necessary corporate action on the part of the Company, and this Agreement
constitutes,  and  upon  execution  and delivery thereof each Series 2000-A Note
will  constitute,  a  legal,  valid  and  binding  obligation  of  the  Company
enforceable  against  the  Company  in accordance with its terms, except as such
enforceability  may  be  limited  by  (i)  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or  other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether  such enforceability is considered in a proceeding in equity or at law).

          The  Subsidiary  Guaranty  has  been  duly authorized by all necessary
corporate action on the part of each Subsidiary Guarantor and upon execution and
delivery thereof will constitute the legal, valid and binding obligation of each
Subsidiary  Guarantor,  enforceable  against  each  Subsidiary  Guarantor  in
accordance  with  its terms, except as such enforceability may be limited by (i)
applicable  bankruptcy,  insolvency, reorganization, moratorium or other similar
laws  affecting  the enforcement of creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in  equity  or  at  law).

5.3.     DISCLOSURE.
          The  Company, through its agent, Banc of America Securities, Inc., has
delivered  to  you  and  each  Other  Purchaser  a  copy  of a Private Placement
Memorandum,  dated  March  2000 (the "Memorandum"), relating to the transactions
contemplated hereby, and a copy of Amendment No. 2 to the Company's Registration
Statement  on  Form  10  (Registration  No. 1-15401), in the form filed with the
Securities  and  Exchange  Commission  on  February  23, 2000 (the "Registration
Statement").  Except  as  disclosed  in  Schedule  5.3,  this  Agreement,  the
Memorandum,  the  Registration  Statement,  the documents, certificates or other
writings  identified  in  Schedule  5.3  and  the financial statements listed in
Schedule  5.5,  taken  as  a  whole,  do  not  contain any untrue statement of a
material  fact  or  omit  to  state  any  material  fact  necessary  to make the
statements therein not misleading in light of the circumstances under which they
were  made.  Except as disclosed in the Memorandum or the Registration Statement
or  as  expressly  described  in  Schedule  5.3,  or  in  one  of the documents,
certificates  or  other  writings  identified  therein,  or  in  the  financial
statements  listed  in Schedule 5.5, since September 30, 1999, there has been no
change  in  the  financial  condition, operations, business or properties of the
Company  or  any Subsidiary except changes that individually or in the aggregate
would  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

5.4.     ORGANIZATION  AND  OWNERSHIP  OF  SHARES  OF  SUBSIDIARIES.
(a)     Schedule 5.4 is (except as noted therein) a complete and correct list of
     the  Company's  Subsidiaries,  showing,  as to each Subsidiary, the correct
name thereof, the jurisdiction of its organization, and the percentage of shares
of each class of its capital stock or similar equity interests outstanding owned
by  the  Company  and  each  other  Subsidiary.
(b)     All  of  the  outstanding  shares  of  capital  stock  or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company
and  its Subsidiaries have been validly issued, are fully paid and nonassessable
and  are  owned  by the Company or another Subsidiary free and clear of any Lien
(except  as  otherwise  disclosed  in  Schedule  5.4).
(c)     Each  Subsidiary  identified  in  Schedule 5.4 is a corporation or other
legal  entity  duly  organized,  validly existing and in good standing under the
laws  of  its  jurisdiction  of organization, and is duly qualified as a foreign
corporation  or  other legal entity and is in good standing in each jurisdiction
in  which  such qualification is required by law, other than those jurisdictions
as  to  which  the  failure  to  be  so qualified or in good standing would not,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.  Each  such  Subsidiary  has  the  corporate or other power and
authority  to  own or hold under lease the properties it purports to own or hold
under  lease and to transact the business it transacts and proposes to transact.
5.5.     FINANCIAL  STATEMENTS.
          The  Company  has  delivered to you and each Other Purchaser copies of
the  financial statements of the Company and its Subsidiaries listed on Schedule
5.5.  All  of  said  financial  statements  (including  in each case the related
schedules  and  notes)  fairly present in all material respects the consolidated
financial  condition  of  the  Company and its Subsidiaries as of the respective
dates  specified  in  such  Schedule  and  the  consolidated  results  of  their
operations  and cash flows for the respective periods so specified and have been
prepared  in  accordance  with  GAAP consistently applied throughout the periods
involved  except  as set forth in the notes thereto (subject, in the case of any
interim  financial  statements,  to  normal  year-end  adjustments).

5.6.     COMPLIANCE  WITH  LAWS,  OTHER  INSTRUMENTS,  ETC.
          The  execution,  delivery  and  performance  by  the  Company  of this
Agreement  and  the  Series  2000-A Notes will not (i) contravene, result in any
breach  of, or constitute a default under, or result in the creation of any Lien
in  respect  of  any property of the Company or any Restricted Subsidiary under,
any Material agreement, or corporate charter or By-Laws, to which the Company or
any  Restricted  Subsidiary  is  bound or by which the Company or any Restricted
Subsidiary  or any of their respective properties may be bound or affected, (ii)
conflict  with  or  result  in  a  breach  of  any  of  the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or
Governmental Authority applicable to the Company or any Restricted Subsidiary or
(iii)  violate  any  provision of any statute or other rule or regulation of any
Governmental  Authority  applicable to the Company or any Restricted Subsidiary.

          The  execution,  delivery and performance by each Subsidiary Guarantor
of  the Subsidiary Guaranty will not (i) contravene, result in any breach of, or
constitute  a default under, or result in the creation of any Lien in respect of
any  property  of  such  Subsidiary Guarantor under, any agreement, or corporate
charter or by-laws, to which such Subsidiary Guarantor is bound or by which such
Subsidiary  Guarantor  or  any  of its properties may be bound or affected, (ii)
conflict  with  or  result  in  a  breach  of  any  of  the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or
Governmental  Authority applicable to such Subsidiary Guarantor or (iii) violate
any  provision  of  any  statute or other rule or regulation of any Governmental
Authority  applicable  to  such  Subsidiary  Guarantor.

5.7.     GOVERNMENTAL  AUTHORIZATIONS,  ETC.
          No  consent,  approval or authorization of, or registration, filing or
declaration  with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company of this Agreement or the Notes
or  the  execution,  delivery or performance by each Subsidiary Guarantor of the
Subsidiary  Guaranty.

5.8.     LITIGATION;  OBSERVANCE  OF  STATUTES  AND  ORDERS.
(a)     Except  as  disclosed  under  the heading "Business and Properties-Legal
Proceedings"  in  the  Registration  Statement,  there  are no actions, suits or
proceedings  pending  or, to the knowledge of the Company, threatened against or
affecting  the  Company  or any Subsidiary or any property of the Company or any
Subsidiary in any court or before any arbitrator of any kind or before or by any
     Governmental  Authority  that,  individually  or  in  the  aggregate, would
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
(b)     Neither  the  Company  nor any Subsidiary is in default under any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or
is  in violation of any applicable law, ordinance, rule or regulation (including
without  limitation  Environmental  Laws)  of  any Governmental Authority, which
default  or  violation,  individually  or  in the aggregate, would reasonably be
expected  to  have  a  Material  Adverse  Effect.
5.9.     TAXES.
          The  Company  and  its  Subsidiaries have filed all income tax returns
that  are  required  to  have  been filed in any jurisdiction, and have paid all
taxes,  to  the  extent such taxes are payable by them, to the extent such taxes
and  assessments  have  become  due  and  payable  and  before  they have become
delinquent,  except for any taxes and assessments (i) the amount of which is not
individually  or  in the aggregate Material or (ii) the amount, applicability or
validity  of  which  is  currently  being contested in good faith by appropriate
proceedings  and  with respect to which the Company or a Subsidiary, as the case
may  be, has established adequate reserves in accordance with GAAP.  The Federal
income  tax liabilities of the Company and its Subsidiaries have been determined
by  the  Internal  Revenue  Service  and  paid  for  all  fiscal years up to and
including  the  fiscal  year  ended  September  30,  1992.

5.10.     TITLE  TO  PROPERTY;  LEASES.
          The  Company  and  its  Subsidiaries have good and sufficient title to
their respective Material properties, including all such properties reflected in
the most recent audited balance sheet referred to in Section 5.5 or purported to
have  been  acquired by the Company or any Subsidiary after said date (except as
sold  or otherwise disposed of in the ordinary course of business), in each case
free  and  clear of Liens prohibited by this Agreement, except for those defects
in  title  and  Liens  that,  individually or in the aggregate, would not have a
Material  Adverse  Effect.  All Material leases are valid and subsisting and are
in  full  force  and  effect  in  all  material  respects.

5.11.     LICENSES,  PERMITS,  ETC.
          Except as disclosed in Schedule 5.11, the Company and its Subsidiaries
own  or  possess  all  licenses,  permits,  franchises, authorizations, patents,
copyrights,  service  marks, trademarks and trade names, or rights thereto, that
are Material, without known conflict with the rights of others, except for those
conflicts  that,  individually  or  in  the aggregate, would not have a Material
Adverse  Effect.

5.12.     COMPLIANCE  WITH  ERISA.
(a)     The Company and each ERISA Affiliate have operated and administered each
     Plan  in  compliance  with all applicable laws except for such instances of
noncompliance  as  have  not resulted in and would not reasonably be expected to
result  in  a  Material  Adverse  Effect.  Neither  the  Company  nor  any ERISA
Affiliate  has  incurred any liability pursuant to Title I or IV of ERISA or the
penalty  or excise tax provisions of the Code relating to employee benefit plans
(as  defined  in Section 3 of ERISA), and no event, transaction or condition has
occurred or exists that would reasonably be expected to result in the incurrence
of  any  such  liability  by  the  Company  or  any  ERISA  Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets of the Company
or  any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to
such  penalty  or  excise  tax provisions or to Section 401(a)(29) or 412 of the
Code,  other  than  such liabilities or Liens as would not be individually or in
the  aggregate  Material.
(b)     The present value of the aggregate benefit liabilities under each of the
Plans  (other  than  Multiemployer Plans) that is a defined benefit pension plan
qualified  under  Code  Section  401(a), determined as of the end of such Plan's
most  recently  ended  plan  year  on  the  basis  of  the actuarial assumptions
specified  for  funding  purposes in such Plan's most recent actuarial valuation
report,  did  not  exceed the aggregate current value of the assets of such Plan
allocable  to  such benefit liabilities.  The term "benefit liabilities" has the
meaning  specified  in  section  4001 of ERISA and the terms "current value" and
"present  value"  have  the  meaning  specified  in  section  3  of  ERISA.
(c)     The  Company  and  its  ERISA  Affiliates  have  not incurred withdrawal
liabilities  (and  are  not  subject to contingent withdrawal liabilities) under
section  4201  or  4204  of  ERISA  in  respect  of  Multiemployer  Plans  that
individually  or  in  the  aggregate  are  Material.
(d)     The  expected  postretirement  benefit  obligation (determined as of the
last  day  of  the  Company's most recently ended fiscal year in accordance with
Financial  Accounting  Standards  Board  Statement  No.  106,  without regard to
liabilities  attributable  to continuation coverage mandated by section 4980B of
the  Code)  of  the  Company  and  its  Subsidiaries is not Material or has been
disclosed  in  the  most recent audited consolidated financial statements of the
Company  and  its  Subsidiaries.
(e)     The  execution  and delivery of this Agreement and the issuance and sale
of  the  Notes hereunder will not involve any transaction that is subject to the
prohibitions  of section 406 of ERISA or in connection with which a tax would be
imposed  pursuant  to section 4975(c)(1)(A)-(D) of the Code.  The representation
by the Company in the first sentence of this Section 5.12(e) is made in reliance
upon and subject to the accuracy of your representation in Section 6.2 as to the
sources of the funds used to pay the purchase price of the Notes to be purchased
by  you.
5.13.     PRIVATE  OFFERING  BY  THE  COMPANY.
          Neither  the  Company  nor anyone acting on its behalf has offered the
Series  2000-A Notes, the Subsidiary Guaranty or any similar securities for sale
to,  or solicited any offer to buy any of the same from, or otherwise approached
or  negotiated  in  respect  thereof  with, any person other than you, the Other
Purchasers and not more than 40 other Institutional Investors, each of which has
been  offered the Series 2000-A Notes at a private sale for investment.  Neither
the  Company nor anyone acting on its behalf has taken, or will take, any action
that  would  subject  the  issuance  or  sale  of the Series 2000-A Notes or the
execution  and  delivery  of  the  Subsidiary  Guaranty  to  the  registration
requirements  of  Section  5  of  the  Securities  Act.

5.14.     USE  OF  PROCEEDS;  MARGIN  REGULATIONS.
          The  Company  will apply the proceeds of the sale of the Series 2000-A
Notes for general corporate purposes, including repayment of Indebtedness as set
forth in Schedule 5.14.  No part of the proceeds from the sale of the Notes will
be  used,  directly  or  indirectly,  for  the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or
trading  in any securities under such circumstances as to involve the Company in
a  violation of Regulation X of said Board (12 CFR 224) or to involve any broker
or  dealer  in  a  violation of Regulation T of said Board (12 CFR 220).  Margin
stock  does  not constitute more than 5% of the value of the consolidated assets
of  the  Company  and its Subsidiaries and the Company does not have any present
intention  that  margin  stock will constitute more than 5% of the value of such
assets.  As  used  in  this  Section,  the  terms "margin stock" and "purpose of
buying  or carrying" shall have the meanings assigned to them in said Regulation
U.

5.15.     EXISTING  INDEBTEDNESS.
          Except  as  described therein, Schedule 5.15 sets forth a complete and
correct list of all outstanding Indebtedness of the Company and its Subsidiaries
as  of February 29, 2000 (except as otherwise indicated), since which date there
has  been  no  Material  change  in  the amounts, interest rates, sinking funds,
installment  payments  or  maturities  of the Indebtedness of the Company or its
Subsidiaries.  Neither  the  Company nor any Restricted Subsidiary is in default
and no waiver of default is currently in effect, in the payment of any principal
or  interest  on  any  Indebtedness of the Company or such Restricted Subsidiary
that is outstanding in an aggregate principal amount in excess of $5,000,000 and
no  event or condition exists with respect to any Indebtedness of the Company or
any  Restricted  Subsidiary that is outstanding in an aggregate principal amount
in  excess of $5,000,000 and that would permit (or that with notice or the lapse
of  time,  or both, would permit) one or more Persons to cause such Indebtedness
to  become  due  and  payable before its stated maturity or before its regularly
scheduled  dates  of  payment.
5.16.     FOREIGN  ASSETS  CONTROL  REGULATIONS,  ETC.
          Neither  the sale of the Notes by the Company hereunder nor its use of
the proceeds thereof will violate the Trading with the Enemy Act, as amended, or
any  of  the  foreign  assets  control regulations of the United States Treasury
Department  (31  CFR,  Subtitle  B,  Chapter  V,  as  amended)  or  any enabling
legislation  or  executive  order  relating  thereto.

5.17.     STATUS  UNDER  CERTAIN  STATUTES.
          Neither  the  Company  nor  any  Restricted  Subsidiary  is subject to
regulation  under  the  Investment  Company  Act of 1940, as amended, the Public
Utility Holding Company Act of 1935, as amended, the Interstate Commerce Act, as
amended  by  the  ICC  Termination Act, as amended, or the Federal Power Act, as
amended.

5.18.     SOLVENCY  OF  SUBSIDIARY  GUARANTORS.
          After  giving  effect to the transactions contemplated herein, (i) the
present  fair  salable  value  of  the assets of each Subsidiary Guarantor is in
excess  of the amount that will be required to pay its probable liability on its
existing  debts  as said debts become absolute and matured, (ii) each Subsidiary
Guarantor  has received reasonably equivalent value for executing and delivering
the  Subsidiary  Guaranty,  (iii)  the  property  remaining in the hands of each
Subsidiary  Guarantor  is  not  an  unreasonably  small  capital,  and (iv) each
Subsidiary  Guarantor  is  able  to  pay  its  debts  as  they  mature.

5.19.     YEAR  2000.
          The  Company  has  conducted  a  review and assessment of its computer
applications  and  inquired  of  its  material  suppliers, vendors and customers
regarding the "Year 2000 Problem" (i.e., the risk that computer applications may
be  unable  to recognize and perform properly date-sensitive functions involving
certain  dates  prior  to  and any date after December 31, 1999).  The Year 2000
Problem has not and, based upon such review, assessment and inquiry, the Company
believes  that  the  Year 2000 Problem will not, have a Material Adverse Effect.

5.20.     ENVIRONMENTAL  MATTERS.
          Neither  the  Company nor any Subsidiary has knowledge of any claim or
has  received  any  notice  of  any claim, and no proceeding has been instituted
raising any claim against the Company or any of its Subsidiaries or any of their
respective  real  properties now or formerly owned, leased or operated by any of
them or other assets, alleging any damage to the environment or violation of any
Environmental  Laws,  except,  in  each  case,  such  as could not reasonably be
expected  to result in a Material Adverse Effect.  Except as otherwise disclosed
to  you  in  writing,

(a)     neither  the Company nor any Subsidiary has knowledge of any facts which
would  give  rise to any claim, public or private, of violation of Environmental
Laws  or  damage  to  the environment emanating from, occurring on or in any way
related  to  real properties now or formerly owned, leased or operated by any of
them  or  to  other assets or their use, except, in each case, such as could not
reasonably  be  expected  to  result  in  a  Material  Adverse  Effect;
(b)     neither the Company nor any of its Subsidiaries has stored any Hazardous
Materials on real properties now or formerly owned, leased or operated by any of
them and has not disposed of any Hazardous Materials in a manner contrary to any
Environmental  Laws in each case in any manner that could reasonably be expected
to  result  in  a  Material  Adverse  Effect;  and
(c)     all  buildings  on  all real properties now owned, leased or operated by
the  Company  or  any  of  its  Subsidiaries  are  in compliance with applicable
Environmental  Laws,  except  where  failure  to  comply could not reasonably be
expected  to  result  in  a  Material  Adverse  Effect.
6.     REPRESENTATIONS  OF  THE  PURCHASERS.
6.1.     PURCHASE  FOR  INVESTMENT.
          You represent that you are purchasing the Series 2000-A Notes for your
own  account  or  for one or more separate accounts maintained by you or for the
account  of  one  or  more  pension  or  trust  funds and not with a view to the
distribution  thereof,  provided  that the disposition of your or their property
shall  at  all  times  be within your or their control.  You understand that the
Series 2000-A Notes have not been registered under the Securities Act and may be
resold only if registered pursuant to the provisions of the Securities Act or if
an  exemption  from  registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that the
Company  is  not  required  to  register  the  Notes.

6.2.     SOURCE  OF  FUNDS.
          You  represent  that  at  least  one of the following statements is an
accurate  representation  as  to each source of funds (a "Source") to be used by
you  to pay the purchase price of the Series 2000-A Notes to be purchased by you
hereunder:

(a)     the  Source  is  an  "insurance company general account" as such term is
defined  in  the  Department  of  Labor Prohibited Transaction Exemption ("PTE")
95-60  (issued July 12, 1995) ("PTE 95-60") and as of the date of this Agreement
there  is  no "employee benefit plan" with respect to which the aggregate amount
of  such general account's reserves and liabilities for the contracts held by or
on  behalf  of  such  employee benefit plan and all other employee benefit plans
maintained  by  the  same employer (and affiliates thereof as defined in Section
V(a)(1)  of  PTE  95-60)  or  by  the  same  employee organization (in each case
determined  in  accordance  with the provisions of PTE 95-60) exceeds 10% of the
total  reserves and liabilities of such general account (as determined under PTE
95-60)  (exclusive of separate account liabilities) plus surplus as set forth in
the  National Association of Insurance Commissioners Annual Statement filed with
your  state  of  domicile;  or
(b)     the  Source  is either (i) an insurance company pooled separate account,
within  the  meaning  of  PTE  90-1  (issued  January  29, 1990), or (ii) a bank
collective  investment  fund,  within  the meaning of PTE 91-38 (issued July 12,
1991)  and,  except  as you have disclosed to the Company in writing pursuant to
this paragraph (b), no employee benefit plan or group of plans maintained by the
same  employer  or  employee organization beneficially owns more than 10% of all
assets  allocated to such pooled separate account or collective investment fund;
or
(c)     the  Source  constitutes  assets  of  an  "investment  fund" (within the
meaning  of  Part  V of the QPAM Exemption) managed by a "qualified professional
asset  manager"  or "QPAM" (within the meaning of Part V of the QPAM Exemption),
no  employee  benefit  plan's  assets that are included in such investment fund,
when combined with the assets of all other employee benefit plans established or
maintained  by  the  same  employer  or  by  an affiliate (within the meaning of
Section  V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization  and  managed  by  such QPAM, exceed 20% of the total client assets
managed  by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption
are  satisfied,  neither  the QPAM nor a person controlling or controlled by the
QPAM  (applying  the  definition  of  "control"  in  Section  V(e)  of  the QPAM
Exemption)  owns  a  5%  or more interest in the Company and (i) the identity of
such  QPAM  and  (ii)  the  names of all employee benefit plans whose assets are
included  in  such investment fund have been disclosed to the Company in writing
pursuant  to  this  paragraph  (c);  or
(d)     the  Source  is  a  governmental  plan;  or
(e)     the  Source is one or more employee benefit plans, or a separate account
or trust fund comprised of one or more employee benefit plans, each of which has
been  identified  to  the  Company in writing pursuant to this paragraph (e); or
(f)     the  Source is the assets of one or more employee benefit plans that are
managed by an "in-house asset manager," as that term is defined in PTE 96-23 and
such  purchase  and  holding  of  the  Notes  is  exempt  under  PTE  96-23;  or
(g)     the  Source  does not include assets of any employee benefit plan, other
than  a  plan  exempt  from  the  coverage  of  ERISA.
As  used  in  this Section 6.2, the terms "employee benefit plan", "governmental
plan" and "separate account" shall have the respective meanings assigned to such
terms  in  Section  3  of  ERISA.

7.     INFORMATION  AS  TO  COMPANY.
7.1.     FINANCIAL  AND  BUSINESS  INFORMATION
          The  Company  will  deliver  to  each  holder  of  Notes  that  is  an
Institutional  Investor:

(a)     Quarterly  Statements  -- within 60 days after the end of each quarterly
        ---------------------
fiscal  period in each fiscal year of the Company (other than the last quarterly
fiscal  period  of  each  such  fiscal  year),  duplicate  copies  of,
(i)     a  consolidated  balance sheet of the Company and its Subsidiaries as at
the  end  of  such  quarter,  and
(ii)     consolidated  statements of income, changes in stockholders' equity and
cash  flows  of  the  Company and its Subsidiaries, for such quarter and (in the
case of the second and third quarters) for the portion of the fiscal year ending
with  such  quarter,
setting forth in each case in comparative form the figures for the corresponding
periods  in  the  previous  fiscal  year,  all in reasonable detail, prepared in
accordance with GAAP applicable to quarterly financial statements generally, and
certified  by  a  Senior Financial Officer as fairly presenting, in all material
respects,  the  financial condition of the companies being reported on and their
results of operations and cash flows, subject to changes resulting from year-end
adjustments,  provided  that  delivery within the time period specified above of
copies  of  the  Company's  Quarterly Report on Form 10-Q prepared in compliance
with  the  requirements  therefor  and  filed  with  the Securities and Exchange
Commission  shall  be deemed to satisfy the requirements of this Section 7.1(a);

(b)     Annual  Statements  -- within 105 days after the end of each fiscal year
        ------------------
of  the  Company,  duplicate  copies  of,
(i)     a  consolidated balance sheet of the Company and its Subsidiaries, as at
the  end  of  such  year,  and
(ii)     consolidated  statements of income, changes in stockholders' equity and
cash  flows  of  the  Company  and  its  Subsidiaries,  for  such  year,
setting  forth  in  each  case  in comparative form the figures for the previous
fiscal  year,  all  in  reasonable detail, prepared in accordance with GAAP, and
accompanied by an opinion thereon of independent certified public accountants of
recognized  national  standing,  which  opinion  shall state that such financial
statements  present fairly, in all material respects, the financial condition of
the companies being reported upon and their results of operations and cash flows
and have been prepared in conformity with GAAP, and that the examination of such
accountants  in  connection  with  such  financial  statements  has been made in
accordance  with  generally  accepted  auditing  standards,  and that such audit
provides a reasonable basis for such opinion in the circumstances, provided that
the  delivery  within  the  time  period specified above of the Company's Annual
Report  on  Form  10-K  for such fiscal year (together with the Company's annual
report  to  shareholders,  if  any,  prepared  pursuant  to Rule 14a-3 under the
Exchange  Act)  prepared  in accordance with the requirements therefor and filed
with  the  Securities  and  Exchange  Commission  shall be deemed to satisfy the
requirements  of  this  Section  7.1(b);

(c)     Unrestricted  Subsidiaries  --  if,  at  the  time  of  delivery  of any
        --------------------------
financial  statements  pursuant  to  Section  7.1(a)  or  (b),  Unrestricted
Subsidiaries  account  for more than 10% of (i) the consolidated total assets of
the Company and its Subsidiaries reflected in the balance sheet included in such
     financial  statements  or (ii) the consolidated revenues of the Company and
its  Subsidiaries  reflected in the consolidated statement of income included in
such  financial  statements,  an  unaudited  balance  sheet for all Unrestricted
Subsidiaries  taken as whole as at the end of the fiscal period included in such
financial  statements  and  the  related  unaudited  statements  of  income,
stockholders'  equity and cash flows for such Unrestricted Subsidiaries for such
period,  together  with  consolidating statements reflecting all eliminations or
adjustments  necessary  to  reconcile  such  group  financial  statements to the
consolidated  financial  statements  of  the  Company  and  its  Subsidiaries;
(d)     SEC  and  Other  Reports  -- promptly upon their becoming available, one
        ------------------------
copy  of (i) each financial statement, report, notice or proxy statement sent by
the Company or any Restricted Subsidiary to public securities holders generally,
and  (ii)  each  regular  or periodic report, each registration statement (other
than  a  Registration  Statement  on  Form S-8) that shall have become effective
(without  exhibits except as expressly requested by such holder), and each final
prospectus  and all amendments (other than one relating sole to employee benefit
plans)  thereto  filed  by  the  Company  or  any Restricted Subsidiary with the
Securities  and  Exchange  Commission;
(e)     Notice  of  Default  or  Event  of Default -- promptly, and in any event
        ------------------------------------------
within  five  Business Days after a Responsible Officer obtains actual knowledge
of the existence of any Default or Event of Default, a written notice specifying
the nature and period of existence thereof and what action the Company is taking
or  proposes  to  take  with  respect  thereto;
(f)     ERISA  Matters  --  promptly,  and in any event within five days after a
        --------------
Responsible  Officer  becoming  aware  of any of the following, a written notice
setting  forth the nature thereof and the action, if any, that the Company or an
ERISA  Affiliate  proposes  to  take  with  respect  thereto:
(i)     with  respect  to  any Plan, any reportable event, as defined in section
4043(b)  of  ERISA  and the regulations thereunder, for which notice thereof has
not been waived pursuant to such regulations as in effect on the date hereof; or
(ii)     the taking by the PBGC of steps to institute, or the threatening by the
PBGC  of  the  institution  of,  proceedings under section 4042 of ERISA for the
termination  of, or the appointment of a trustee to administer, any Plan, or the
receipt  by  the Company or any ERISA Affiliate of a notice from a Multiemployer
Plan  that  such  action  has  been  taken  by  the  PBGC  with  respect to such
Multiemployer  Plan;  or
(iii)     any  event,  transaction  or  condition  that  would  result  in  the
incurrence  of  any  liability by the Company or any ERISA Affiliate pursuant to
Title  I  or  IV  of  ERISA  or the penalty or excise tax provisions of the Code
relating  to  employee benefit plans, or in the imposition of any Lien on any of
the  rights, properties or assets of the Company or any ERISA Affiliate pursuant
to  Title  I  or  IV  of ERISA or such penalty or excise tax provisions, if such
liability  or Lien, taken together with any other such liabilities or Liens then
existing,  would  reasonably  be  expected  to  have  a Material Adverse Effect;
(g)     Requested Information -- with reasonable promptness, such other data and
        ---------------------
     information  relating  to  the  business,  operations,  affairs,  financial
condition,  assets  or  properties  of the Company or any of its Subsidiaries or
relating  to the ability of the Company to perform its obligations hereunder and
under  the  Notes  as  from time to time may be reasonably requested by any such
holder  of  Notes;  and
(h)     Supplements  to  Agreement -- in the event an additional series of Notes
        --------------------------
is,  or  is  proposed  to  be, issued under this Agreement, promptly, and in any
event  within 10 Business Days after execution and delivery thereof, a true copy
of  the  Supplement  pursuant  to  which  such Notes are to be, or were, issued.
7.2.     OFFICER'S  CERTIFICATE.
          Each  set  of  financial  statements  delivered  to  a holder of Notes
pursuant  to  Section  7.1(a)  or (b) shall be accompanied by a certificate of a
Senior  Financial  Officer  setting  forth:

(a)     Covenant Compliance -- the information (including detailed calculations)
        -------------------
     required  in  order to establish whether the Company was in compliance with
the  requirements  of  Section  10.1 through Section 10.9, inclusive, during the
quarterly  or  annual  period  covered  by  the  statements then being furnished
(including with respect to each such Section, where applicable, the calculations
of  the  maximum  or  minimum  amount,  ratio or percentage, as the case may be,
permissible under the terms of such Sections, and the calculation of the amount,
ratio  or  percentage  then  in  existence);  and
(b)     Event  of  Default  --  a  statement  that such officer has reviewed the
        ------------------
relevant  terms  hereof  and  has  made,  or caused to be made, under his or her
supervision,  a review of the transactions and conditions of the Company and its
Restricted  Subsidiaries  from  the  beginning of the quarterly or annual period
covered  by  the  statements then being furnished to the date of the certificate
and  that  such review shall not have disclosed the existence during such period
of  any condition or event that constitutes a Default or an Event of Default or,
if  any  such  condition or event existed or exists (including any such event or
condition resulting from the failure of the Company or any Restricted Subsidiary
to  comply  with  any  Environmental  Law),  specifying the nature and period of
existence  thereof  and  what action the Company shall have taken or proposes to
take  with  respect  thereto.
7.3.     INSPECTION.
          The  Company  will  permit the representatives of each holder of Notes
that  is  an  Institutional  Investor:

(a)     No  Default  --  if  no  Default or Event of Default then exists, at the
        -----------
expense of such holder and upon reasonable prior notice to the Company, to visit
     the  principal  executive  office  of  the Company, to discuss the affairs,
finances  and  accounts  of  the Company and its Subsidiaries with the Company's
officers,  and,  with  the  consent  of  the  Company (which consent will not be
unreasonably withheld), to visit the other offices and properties of the Company
and each Restricted Subsidiary, all at such reasonable times and as often as may
be  reasonably  requested  in  writing;  and
(b)     Default  -- if a Default or Event of Default then exists, at the expense
        -------
of  the  Company,  to  visit and inspect any of the offices or properties of the
Company  or  any  Subsidiary,  to examine all their respective books of account,
records, reports and other papers, to make copies and extracts therefrom, and to
discuss  their  respective affairs, finances, and accounts with their respective
officers  and  independent public accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances and accounts of the
Company  and  its  Subsidiaries),  all  at  such  times  and  as often as may be
requested.
8.     PREPAYMENT  OF  THE  NOTES.
8.1.     NO  SCHEDULED  PREPAYMENTS.
          No  regularly scheduled prepayments are due on the Series 2000-A Notes
prior  to  their  stated  maturity.

8.2.     OPTIONAL  PREPAYMENTS  WITH  MAKE-WHOLE  AMOUNT.
          The  Company may, at its option, upon notice as provided below, prepay
at  any  time  all,  or  from time to time any part of, the Notes of any series,
including  the Series 2000-A Notes, in an amount not less than $2,000,000 in the
aggregate  in  the case of a partial prepayment, at 100% of the principal amount
so  prepaid,  plus the Make-Whole Amount determined for the prepayment date with
respect to such principal amount.  The Company will give each holder of Notes of
the  series  to be prepaid written notice of each optional prepayment under this
Section  8.2  not  less than 30 days and not more than 60 days prior to the date
fixed  for  such  prepayment.  Each  such  notice  shall  specify such date, the
aggregate  principal  amount  of  the  Notes  to  be  prepaid  on such date, the
principal  amount  of each Note held by such holder to be prepaid (determined in
accordance with Section 8.3), and the interest to be paid on the prepayment date
with respect to such principal amount being prepaid, and shall be accompanied by
a  certificate  of  a  Senior  Financial  Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such
notice  were  the  date  of  the  prepayment), setting forth the details of such
computation.  Two  Business  Days  prior  to  such prepayment, the Company shall
deliver  to  each  holder  of  Notes a certificate of a Senior Financial Officer
specifying  the  calculation  of  such  Make-Whole  Amount  as  of the specified
prepayment  date.

8.3.     ALLOCATION  OF  PARTIAL  PREPAYMENTS.
          In  the  case of each partial prepayment of the Notes of a series, the
principal  amount  of  the Notes of such series to be prepaid shall be allocated
among  all of the Notes of such series at the time outstanding in proportion, as
nearly  as  practicable,  to the respective unpaid principal amounts thereof not
theretofore  called  for  prepayment.

8.4.     MATURITY;  SURRENDER,  ETC.
          In  the  case  of each prepayment of Notes pursuant to this Section 8,
the  principal amount of each Note to be prepaid shall mature and become due and
payable  on  the  date fixed for such prepayment, together with interest on such
principal  amount  accrued to such date and the applicable Make-Whole Amount, if
any.  From  and  after  such  date,  unless  the  Company shall fail to pay such
principal  amount  when  so  due  and  payable,  together  with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease  to  accrue.  Any Note paid or prepaid in full shall be surrendered to the
Company  and  canceled and shall not be reissued, and no Note shall be issued in
lieu  of  any  prepaid  principal  amount  of  any  Note.

8.5.     PURCHASE  OF  NOTES.
     The Company will not and will not permit any Affiliate to purchase, redeem,
prepay  or  otherwise  acquire,  directly  or indirectly, any of the outstanding
Notes  except (a) upon the payment or prepayment of the Notes in accordance with
the  terms  of  this  Agreement  and  the  Notes  or (b) pursuant to an offer to
purchase  made  by  the  Company  or an Affiliate pro rata to the holders of all
Notes  at  the  time  outstanding  upon the same terms and conditions.  Any such
offer shall provide each holder with sufficient information to enable it to make
an  informed  decision  with respect to such offer, and shall remain open for at
least 30 Business Days.  If the holders of more than 25% of the principal amount
of  the  Notes  then  outstanding  accept such offer, the Company shall promptly
notify  the  remaining  holders  of  such  fact  and the expiration date for the
acceptance  by holders of Notes of such offer shall be extended by the number of
days  necessary  to  give  each such remaining holder at least ten Business Days
from its receipt of such notice to accept such offer.  The Company will promptly
cancel  all  Notes  acquired  by  it  or  any Affiliate pursuant to any payment,
prepayment  or purchase of Notes pursuant to any provision of this Agreement and
no  Notes  may  be  issued  in  substitution  or  exchange  for  any such Notes.

8.6.     MAKE-WHOLE  AMOUNT.
          The  term  "MAKE-WHOLE  AMOUNT"  means,  with  respect to any Note, an
amount  equal  to  the  excess, if any, of the Discounted Value of the Remaining
Scheduled  Payments  with  respect to the Called Principal of such Note over the
amount  of  such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero.  For the purposes of determining the Make-Whole Amount,
the  following  terms  have  the  following  meanings:

          "CALLED  PRINCIPAL"  means, with respect to any Note, the principal of
such  Note  that  is  to  be prepaid pursuant to Section 8.2 or has become or is
declared  to  be  immediately  due  and payable pursuant to Section 12.1, as the
context  requires.

          "DISCOUNTED  VALUE" means, with respect to the Called Principal of any
Note,  the  amount obtained by discounting all Remaining Scheduled Payments with
respect  to  such  Called Principal from their respective scheduled due dates to
the  Settlement  Date  with respect to such Called Principal, in accordance with
accepted  financial  practice  and  at  a  discount  factor (applied on the same
periodic  basis  as that on which interest on the Notes is payable) equal to the
Reinvestment  Yield  with  respect  to  such  Called  Principal.

          "REINVESTMENT  YIELD"  means,  with respect to the Called Principal of
any Note, .50% over the yield to maturity implied by (i) the yields reported, as
of  10:00  A.M.  (New  York  City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated
as  the  "PX  Screen"  on  the Bloomberg Financial Market Service (or such other
display  as may replace the PX Screen on Bloomberg Financial Market Service) for
actively  traded  U.S.  Treasury  securities  having  a  maturity  equal  to the
Remaining  Average  Life of such Called Principal as of such Settlement Date, or
(ii)  if  such yields are not reported as of such time or the yields reported as
of such time are not ascertainable, the Treasury Constant Maturity Series Yields
reported,  for  the latest day for which such yields have been so reported as of
the  second  Business  Day  preceding  the  Settlement Date with respect to such
Called  Principal,  in  Federal  Reserve  Statistical Release H.15 (519) (or any
comparable  successor  publication) for actively traded U.S. Treasury securities
having  a  constant  maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date.  Such implied yield will be determined, if
necessary,  by  (a)  converting U.S. Treasury bill quotations to bond-equivalent
yields  in  accordance  with  accepted  financial practice and (b) interpolating
linearly  between  (1)  the  actively  traded  U.S.  Treasury  security with the
maturity  closest  to  and  greater  than the Remaining Average Life and (2) the
actively  traded  U.S.  Treasury  security with the maturity closest to and less
than  the  Remaining  Average  Life.

          "REMAINING  AVERAGE LIFE" means, with respect to any Called Principal,
the  number  of  years  (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect  to  such Called Principal by (b) the number of years (calculated to the
nearest  one-twelfth  year)  that  will  elapse between the Settlement Date with
respect  to  such  Called Principal and the scheduled due date of such Remaining
Scheduled  Payment.

          "REMAINING  SCHEDULED  PAYMENTS"  means,  with  respect  to the Called
Principal  of  any  Note,  all  payments  of  such Called Principal and interest
thereon  that would be due after the Settlement Date with respect to such Called
Principal  if  no  payment  of  such  Called  Principal  were  made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest  payments  are  due  to  be made under the terms of the Notes, then the
amount  of the next succeeding scheduled interest payment will be reduced by the
amount  of  interest  accrued to such Settlement Date and required to be paid on
such  Settlement  Date  pursuant  to  Section  8.2  or  12.1.

          "SETTLEMENT  DATE"  means, with respect to the Called Principal of any
Note,  the  date  on  which  such  Called Principal is to be prepaid pursuant to
Section  8.2  or  has  become  or  is declared to be immediately due and payable
pursuant  to  Section  12.1,  as  the  context  requires.

9.     AFFIRMATIVE  COVENANTS.
          The  Company  covenants  that  so  long  as  any  of  the  Notes  are
outstanding:

9.1.     COMPLIANCE  WITH  LAW.
          The  Company  will, and will cause each Subsidiary to, comply with all
laws,  ordinances  or governmental rules or regulations to which each of them is
subject,  including, without limitation, Environmental Laws, and will obtain and
maintain  in  effect  all  licenses, certificates, permits, franchises and other
governmental  authorizations  necessary  to  the  ownership  of their respective
properties or to the conduct of their respective businesses, in each case to the
extent  necessary  to  ensure  that non-compliance with such laws, ordinances or
governmental  rules  or  regulations or failures to obtain or maintain in effect
such  licenses,  certificates,  permits,  franchises  and  other  governmental
authorizations  would  not,  individually  or  in  the  aggregate, reasonably be
expected  to  have  a  materially  adverse  effect  on the business, operations,
affairs,  financial  condition,  properties  or  assets  of  the Company and its
Subsidiaries  taken  as  a  whole.

9.2.     INSURANCE.
          The  Company  will,  and  will  cause  each  Restricted Subsidiary to,
maintain,  with financially sound and reputable insurers, insurance with respect
to  their  respective  properties  and  businesses  against  such casualties and
contingencies,  of  such  types,  on  such  terms and in such amounts (including
deductibles,  co-insurance  and  self-insurance,  if  adequate  reserves  are
maintained  with  respect  thereto)  as  is customary in the case of entities of
established  reputations engaged in the same or a similar business and similarly
situated.

9.3.     MAINTENANCE  OF  PROPERTIES.
          The Company will and will cause each Restricted Subsidiary to maintain
and  keep,  or  cause  to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear), so
that  the  business carried on in connection therewith may be properly conducted
at  all  times,  provided that this Section shall not prevent the Company or any
Restricted  Subsidiary  from  discontinuing the operation and the maintenance of
any  of its properties if such discontinuance is desirable in the conduct of its
business  and  the  Company  has  concluded  that such discontinuance would not,
individually  or  in  the aggregate, reasonably be expected to have a materially
adverse  effect  on  the  business,  operations,  affairs,  financial condition,
properties  or  assets of the Company and its Restricted Subsidiaries taken as a
whole.

9.4.     PAYMENT  OF  TAXES  AND  CLAIMS.
          The  Company  will, and will cause each Subsidiary to, file all income
tax  or  similar tax returns required to be filed in any jurisdiction and to pay
and  discharge  all  taxes  shown  to be due and payable on such returns and all
other  taxes,  assessments,  governmental  charges,  or levies payable by any of
them,  to  the extent such taxes and assessments have become due and payable and
before  they  have  become delinquent, provided that neither the Company nor any
Subsidiary  need  pay  any  such  tax or assessment or claims if (i) the amount,
applicability or validity thereof is contested by the Company or such Subsidiary
on  a timely basis in good faith and in appropriate proceedings, and the Company
or  a  Subsidiary  has established adequate reserves therefor in accordance with
GAAP  on  the  books of the Company or such Subsidiary or (ii) the nonpayment of
all such taxes and assessments in the aggregate could not reasonably be expected
to  have  a  materially  adverse  effect  on  the business, operations, affairs,
financial  condition,  properties  or assets of the Company and its Subsidiaries
taken  as  a  whole.

9.5.     CORPORATE  EXISTENCE,  ETC.
          The  Company  will  at  all  times preserve and keep in full force and
effect  its corporate existence.  Subject to Sections 10.3 and 10.4, the Company
will  at  all  times  preserve  and  keep in full force and effect the corporate
existence of each of its Restricted Subsidiaries (unless merged into the Company
or  a  Wholly-Owned  Restricted Subsidiary) and all rights and franchises of the
Company  and  its  Restricted Subsidiaries unless, in the good faith judgment of
the  Company,  the  termination of or failure to preserve and keep in full force
and  effect  a  particular  corporate  existence,  right or franchise could not,
individually  or  in  the  aggregate,  have  a  materially adverse effect on the
business,  operations, affairs, financial condition, properties or assets of the
Company  and  its  Restricted  Subsidiaries  taken  as  a  whole.

10.     NEGATIVE  COVENANTS.
          The  Company  covenants  that  so  long  as  any  of  the  Notes  are
outstanding:

10.1.     CONSOLIDATED  INDEBTEDNESS;  INDEBTEDNESS  OF RESTRICTED SUBSIDIARIES.
          The  Company  will  not  permit:

(a)     the ratio of Consolidated Indebtedness (as of the date of determination)
     to  EBITDA  (for  the  Company's  then  most recently completed four fiscal
quarters)  to  be  greater  than  3.0  to  1.0  at  any  time;  and
(b)     any  Restricted  Subsidiary  to  incur any Indebtedness if, after giving
effect  thereto  and to the application of the proceeds therefrom, Priority Debt
outstanding would exceed 20% of Consolidated Total Capitalization.  For purposes
of  this  Section 10.1(b), any unsecured Indebtedness of a Restricted Subsidiary
that  is  a  Subsidiary  Guarantor shall be deemed to have been incurred by such
Subsidiary  at  the  time  it  ceases  to  be  a  Subsidiary  Guarantor.
10.2.     LIENS.
          The  Company  will  not, and will not permit any Restricted Subsidiary
to,  permit  to exist, create, assume or incur, directly or indirectly, any Lien
on  its  properties  or assets, whether now owned or hereafter acquired, except:

(a)     Liens  existing  on  property or assets of the Company or any Restricted
Subsidiary as of the date of this Agreement that are described in Schedule 10.2;
(b)     Liens  for  taxes,  assessments or governmental charges not then due and
delinquent  or  the  nonpayment  of  which  is  permitted  by  Section  9.4;
(c)     encumbrances  in  the  nature of leases, subleases, zoning restrictions,
easements,  rights of way and other rights and restrictions of record on the use
of real property and defects in title arising or incurred in the ordinary course
of  business, which, individually and in the aggregate, do not materially impair
the  use or value of the property or assets subject thereto or which relate only
to  assets  that  in  the  aggregate  are  not  material;
(d)     Liens  incidental  to  the  conduct  of  business  or  the  ownership of
properties  and  assets  (including  landlords',  lessors',  carriers',
warehousemen's,  mechanics', materialmen's and other similar liens) and Liens to
secure the performance of bids, tenders, leases or trade contracts, or to secure
statutory  obligations  (including  obligations  under  workers  compensation,
unemployment  insurance and other social security legislation), surety or appeal
bonds  or  other Liens of like general nature incurred in the ordinary course of
business  and  not  in  connection  with  the  borrowing  of  money;
(e)     any attachment or judgment Lien, unless the judgment it secures has not,
within  60  days  after  the entry thereof, been discharged or execution thereof
stayed  pending  appeal,  or  has  not  been discharged within 60 days after the
expiration  of  any  such  stay;
(f)     Liens securing Indebtedness of a Restricted Subsidiary to the Company or
to  another Restricted Subsidiary and Liens securing Indebtedness of the Company
to  a  Restricted  Subsidiary;
(g)     Liens  (i)  existing  on  property at the time of its acquisition by the
Company  or  a  Restricted  Subsidiary and not created in contemplation thereof,
whether  or  not the Indebtedness secured by such Lien is assumed by the Company
or  a  Restricted Subsidiary; or (ii) on property created contemporaneously with
its  acquisition  or  within  180  days  of  the  acquisition  or  completion of
construction  thereof  to secure or provide for all or a portion of the purchase
price  or  cost  of  construction of such property after the date of Closing; or
(iii)  existing  on  property  of  a Person at the time such Person is merged or
consolidated  with,  or becomes a Restricted Subsidiary of, or substantially all
of  its  assets  are acquired by, the Company or a Restricted Subsidiary and not
created in contemplation thereof; provided that in the case of clauses (i), (ii)
and  (iii) such Liens do not extend to additional property of the Company or any
Restricted  Subsidiary  (other  than  property  that  is an improvement to or is
acquired  for  specific use in connection with the subject property) and, in the
case  of  clause  (ii) only, that the aggregate principal amount of Indebtedness
secured  by  each  such Lien does not exceed the lesser of the fair market value
(determined  in  good  faith  by  one  or  more  officers of the Company to whom
authority  to  enter  into  such  transaction has been delegated by the board of
directors of the Company) or cost of acquisition or construction of the property
subject  thereto;
(h)     Liens  incurred  in  connection  with Asset Securitization Transactions;
(i)     Liens  resulting  from  extensions,  renewals  or  replacements of Liens
permitted  by  paragraphs  (a),  (f), (g) and (h), provided that (i) there is no
increase  in  the  principal  amount or decrease in maturity of the Indebtedness
secured  thereby at the time of such extension, renewal or replacement, (ii) any
new  Lien attaches only to the same property theretofore subject to such earlier
Lien  and  (iii)  immediately  after  such  extension, renewal or replacement no
Default  or  Event  of  Default  would  exist;  and
(j)     Liens  securing  Indebtedness  not otherwise permitted by paragraphs (a)
through  (h)  above,  provided  that,  at  the  time  of creation, assumption or
incurrence  thereof  and  immediately  after  giving  effect  thereto and to the
application of the proceeds therefrom, Priority Debt outstanding does not exceed
20%  of  Consolidated  Total  Capitalization.
10.3.     SALE  OF  ASSETS.
          Except  as  permitted  by Section 10.4, the Company will not, and will
not  permit  any  Restricted  Subsidiary  to, sell, lease, transfer or otherwise
dispose  of,  including  by  way  of  merger (collectively a "Disposition"), any
assets,  including  capital stock of Restricted Subsidiaries, in one or a series
of  transactions,  to  any  Person,  other than (a) Dispositions in the ordinary
course  of  business, (b) Dispositions by the Company to a Restricted Subsidiary
or by a Restricted Subsidiary to the Company or another Restricted Subsidiary or
(c)  Dispositions  not otherwise permitted by clauses (a) or (b) of this Section
10.3, provided that the aggregate net book value of all assets so disposed of in
any  fiscal  year  pursuant  to  this  Section  10.3(c)  does  not exceed 15% of
Consolidated  Total  Assets  as  of  the end of the immediately preceding fiscal
year.  Notwithstanding  the  foregoing,  the  Company  may,  or  may  permit any
Restricted  Subsidiary to, make a Disposition (including the sale of receivables
in  an  Asset  Securitization  Transaction)  and  the  assets  subject  to  such
Disposition  shall not be subject to or included in the foregoing limitation and
computation contained in clause (c) of the preceding sentence to the extent that
(i)  such  assets  were  acquired  (other  than  in  connection with the Spinoff
Transaction)  or constructed not more than 180 days prior to the date of Closing
and  are  leased  back  by  the Company or any Restricted Subsidiary, as lessee,
within  180  days  of  the  acquisition or construction thereof, or (ii) the net
proceeds  from  such  Disposition  are  within  one year of such Disposition (A)
reinvested in productive assets by the Company or a Restricted Subsidiary or (B)
applied  to  the  payment  or  prepayment of any outstanding Indebtedness of the
Company or any Restricted Subsidiary that is not subordinated to the Notes.  Any
prepayment  of  Notes  pursuant to this Section 10.3 shall be in accordance with
Sections  8.2  and 8.3, without regard to the minimum prepayment requirements of
Section  8.2.

10.4.     MERGERS,  CONSOLIDATIONS,  ETC.
          The  Company  will  not, and will not permit any Restricted Subsidiary
to, consolidate with or merge with any other Person or convey, transfer, sell or
lease  all  or substantially all of its assets in a single transaction or series
of  transactions  to  any  Person  except  that:

(a)     the  Company  may  consolidate or merge with any other Person or convey,
transfer,  sell  or  lease  all  or  substantially all of its assets in a single
transaction  or  series  of  transactions  to  any  Person,  provided  that:
(i)     the  successor  formed  by  such  consolidation  or the survivor of such
merger or the Person that acquires by conveyance, transfer, sale or lease all or
     substantially  all of the assets of the Company as an entirety, as the case
may  be,  is  a solvent corporation organized and existing under the laws of the
United States or any state thereof (including the District of Columbia), and, if
the  Company  is  not such corporation, such corporation (y) shall have executed
and delivered to each holder of any Notes its assumption of the due and punctual
performance  and observance of each covenant and condition of this Agreement and
the  Notes and (z) shall have caused to be delivered to each holder of any Notes
an  opinion  of  independent  counsel  reasonably  satisfactory  to the Required
Holders,  to  the  effect  that  all  agreements  or  instruments effecting such
assumption  are  enforceable  in accordance with their terms and comply with the
terms  hereof;  and
(ii)     immediately  before  and  after  giving  effect to such transaction, no
Default  or  Event  of  Default  shall  exist;  and
(b)     Any  Restricted Subsidiary may (x) merge into the Company (provided that
the  Company  is  the  surviving corporation) or another Wholly Owned Restricted
Subsidiary  or  (y) sell, transfer or lease all or any part of its assets to the
Company  or  another  Wholly  Owned  Restricted  Subsidiary,  or  (z)  merge  or
consolidate  with,  or  sell,  transfer or lease all or substantially all of its
assets  to, any Person in a transaction that is permitted by Section 10.3 or, as
a result of which, such Person becomes a Restricted Subsidiary; provided in each
     instance  set forth in clauses (x) through (z) that, immediately before and
after  giving  effect thereto, there shall exist no Default or Event of Default;
No  such  conveyance, transfer, sale or lease of all or substantially all of the
assets  of  the  Company  shall  have the effect of releasing the Company or any
successor  corporation  that  shall  theretofore  have become such in the manner
prescribed  in  this Section 10.4 from its liability under this Agreement or the
Notes.

10.5.     DISPOSITION  OF  STOCK  OF  RESTRICTED  SUBSIDIARIES.
     The  Company  (i)  will  not  permit any Restricted Subsidiary to issue its
capital  stock,  or  any  warrants, rights or options to purchase, or securities
convertible  into  or  exchangeable for, such capital stock, to any Person other
than  the  Company  or  another  Restricted  Subsidiary  (other  than directors'
qualifying  shares, shares satisfying local ownership requirements or shares for
any  similar  statutory  purposes)  and  (ii)  will not, and will not permit any
Restricted  Subsidiary  to, sell, transfer or otherwise dispose of any shares of
capital  stock  of  a  Restricted Subsidiary if such sale would be prohibited by
Section  10.3.  If  a  Restricted  Subsidiary at any time ceases to be such as a
result  of a sale or issuance of its capital stock, any Liens on property of the
Company  or  any  other Restricted Subsidiary securing Indebtedness owed to such
Restricted Subsidiary, which is not contemporaneously repaid, together with such
Indebtedness, shall be deemed to have been incurred by the Company or such other
Restricted  Subsidiary,  as  the  case  may  be,  at  the  time  such Restricted
Subsidiary  ceases  to  be  a  Restricted  Subsidiary.

10.6.     DESIGNATION  OF  RESTRICTED  AND  UNRESTRICTED  SUBSIDIARIES.
          The Company may designate any Restricted Subsidiary as an Unrestricted
Subsidiary  and any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that,  (a)  if  such Subsidiary initially is designated a Restricted Subsidiary,
then  such  Restricted  Subsidiary  may  be  subsequently  designated  as  an
Unrestricted  Subsidiary  and  such  Unrestricted Subsidiary may be subsequently
designated as a Restricted Subsidiary, but no further changes in designation may
be  made,  (b)  if  such  Subsidiary  initially  is  designated  an Unrestricted
Subsidiary,  then such Unrestricted Subsidiary may be subsequently designated as
a  Restricted  Subsidiary  and  such  Restricted  Subsidiary may be subsequently
designated  as an Unrestricted Subsidiary, but no further changes in designation
may  be  made,  (c)  immediately  before  and  after designation of a Restricted
Subsidiary  as  an  Unrestricted  Subsidiary there exists no Default or Event of
Default  and  (d)  a  Subsidiary Guarantor may not be designated an Unrestricted
Subsidiary.  If  a  Restricted  Subsidiary  at  any  time ceases to be such as a
result  of  a  redesignation,  any Liens on property of the Company or any other
Restricted  Subsidiary  securing Indebtedness owed to such Restricted Subsidiary
that  is not contemporaneously repaid, together with such Indebtedness, shall be
deemed to have been incurred by the Company or such other Restricted Subsidiary,
as  the  case  may  be,  at  the  time such Restricted Subsidiary ceases to be a
Restricted  Subsidiary.
10.7.     RESTRICTED  SUBSIDIARY  GUARANTIES.
          The  Company  will  not  permit  any Restricted Subsidiary to become a
party  to  the Bank Guarantees or to directly or indirectly guarantee any of the
Company's  Indebtedness  or  other obligations under the Credit Agreement unless
such Restricted Subsidiary is, or concurrently therewith becomes, a party to the
Subsidiary  Guaranty.
10.8.     NATURE  OF  BUSINESS.
          The  Company  will  not, and will not permit any Restricted Subsidiary
to,  engage  in any business if, as a result, the general nature of the business
in  which  the  Company and its Restricted Subsidiaries, taken as a whole, would
then  be  engaged  would be substantially changed from the general nature of the
business in which the Company and its Restricted Subsidiaries, taken as a whole,
are  engaged  on  the  date  of  this  Agreement as described in the Memorandum;
provided, that the foregoing shall not be deemed to prohibit acquisitions by the
Company  or  its  Restricted  Subsidiaries as long as the acquired companies are
consumer  products  companies or other companies operating in businesses similar
to  or related to the current and future businesses conducted by the Company and
its Subsidiaries, as well as suppliers to or distributors of products similar to
those  of  the  Company  and  its  Subsidiaries.

10.9.     TRANSACTIONS  WITH  AFFILIATES.
          The  Company will not and will not permit any Restricted Subsidiary to
enter  into directly or indirectly any Material transaction or Material group of
related  transactions (including without limitation the purchase, lease, sale or
exchange  of  properties  of  any kind or the rendering of any service) with any
Affiliate (other than the Company or another Restricted Subsidiary), except upon
fair  and  reasonable  terms no less favorable to the Company or such Restricted
Subsidiary  than  would  be  obtainable in a comparable arm's-length transaction
with  a  Person  not an Affiliate; provided, that the foregoing limitation shall
not  apply  to the transactions between the Company and Ralston described in the
Registration Statement under "Agreements between Ralston and Energizer-Agreement
and  Plan  of  Reorganization," "-Tax Sharing Agreement," "-Bridging Agreement,"
"-Lease  Agreement,"  "-Foreign  Distribution  Agreement"  and  "-Joint Aircraft
Ownership Agreement," as long as such transactions are carried out substantially
in  accordance  with  the  descriptions  thereof  set forth under such headings.

11.     EVENTS  OF  DEFAULT.
          An  "Event  of Default" shall exist if any of the following conditions
or  events  shall  occur  and  be  continuing:

(a)     the  Company  defaults  in  the  payment  of any principal or Make-Whole
Amount,  if  any,  on any Note when the same becomes due and payable, whether at
maturity  or  at  a date fixed for prepayment or by declaration or otherwise; or
(b)     the Company defaults in the payment of any interest on any Note for more
than  five  Business  Days  after  the  same  becomes  due  and  payable;  or
(c)     the  Company  defaults in the performance of or compliance with any term
contained  in  or  Sections  10.1  through  10.9;  or
(d)     the  Company  defaults in the performance of or compliance with any term
contained herein (other than those referred to in paragraphs (a), (b) and (c) of
this  Section  11)  and  such  default  is not remedied within 30 days after the
earlier  of (i) a Responsible Officer obtaining actual knowledge of such default
and (ii) the Company receiving written notice of such default from any holder of
a  Note;  or
(e)     any  representation  or  warranty made in writing by or on behalf of the
Company  or  by  any  officer of the Company in this Agreement or in any writing
furnished in connection with the transactions contemplated hereby proves to have
been false or incorrect in any material respect on the date as of which made; or
(f)     (i)  the  Company or any Significant Restricted Subsidiary is in default
(as  principal  or as guarantor or other surety) in the payment of any principal
of  or  premium  or  make-whole  amount  or interest on any Indebtedness that is
outstanding in an aggregate principal amount in excess of $30,000,000 beyond any
period  of  grace  provided  with  respect  thereto,  or (ii) the Company or any
Significant  Restricted  Subsidiary  is  in  default  in  the  performance of or
compliance with any term of any evidence of any Indebtedness that is outstanding
in  an  aggregate  principal amount in excess of $30,000,000 or of any mortgage,
indenture or other agreement relating thereto or any other condition exists, and
as  a  consequence of such default or condition such Indebtedness has become, or
has  been  declared,  due  and  payable before its stated maturity or before its
regularly  scheduled  dates  of  payment;  or
(g)     the  Company  or  any Significant Restricted Subsidiary (i) is generally
not  paying, or admits in writing its inability to pay, its debts as they become
due, (ii) files, or consents by answer or otherwise to the filing against it of,
a  petition for relief or reorganization or arrangement or any other petition in
bankruptcy,  for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes
an assignment for the benefit of its creditors, (iv) consents to the appointment
of  a  custodian,  receiver,  trustee  or other officer with similar powers with
respect  to  it  or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the  purpose  of  any  of  the  foregoing;  or
(h)     a  court  or  governmental authority of competent jurisdiction enters an
order  appointing,  without consent by the Company or any Significant Restricted
Subsidiary,  a custodian, receiver, trustee or other officer with similar powers
with  respect  to it or with respect to any substantial part of its property, or
constituting  an  order  for  relief  or  approving  a  petition  for  relief or
reorganization or any other petition in bankruptcy or for liquidation or to take
advantage  of  any bankruptcy or insolvency law of any jurisdiction, or ordering
the  dissolution,  winding-up  or  liquidation of the Company or any Significant
Restricted  Subsidiary,  or any such petition shall be filed against the Company
or  any  Significant  Restricted  Subsidiary  and  such  petition  shall  not be
dismissed  within  60  days;  or
(i)     a  final  judgment  or judgments for the payment of money aggregating in
excess  of  $30,000,000  are rendered against one or more of the Company and its
Significant  Restricted  Subsidiaries,  which  judgments are not, within 60 days
after  entry  thereof,  bonded,  discharged or stayed pending appeal, or are not
discharged  within  60  days  after  the  expiration  of  such  stay;  or
(j)     if  (i)  any Plan shall fail to satisfy the minimum funding standards of
ERISA  or  the  Code  for  any  plan  year  or  part thereof or a waiver of such
standards  or  extension  of  any amortization period is sought or granted under
section  412  of  the  Code, (ii) a notice of intent to terminate any Plan shall
have  been or is reasonably expected to be filed with the PBGC or the PBGC shall
have  instituted  proceedings under ERISA section 4042 to terminate or appoint a
trustee  to  administer  any Plan or the PBGC shall have notified the Company or
any  ERISA  Affiliate  that a Plan may become a subject of any such proceedings,
(iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning
of  section  4001(a)(18) of ERISA) under all Plans determined in accordance with
Title  IV  of  ERISA,  shall  exceed  $30,000,000, (iv) the Company or any ERISA
Affiliate  shall  have incurred or is reasonably expected to incur any liability
pursuant  to  Title  I or IV of ERISA or the penalty or excise tax provisions of
the  Code  relating  to  employee  benefit  plans,  (v) the Company or any ERISA
Affiliate  withdraws  from  any  Multiemployer  Plan, or (vi) the Company or any
Subsidiary establishes or amends any employee welfare benefit plan that provides
post-employment  welfare  benefits in a manner that would increase the liability
of  the  Company  or  any  Subsidiary  thereunder;  and any such event or events
described  in  clauses  (i)  through (vi) above, either individually or together
with  any  other  such  event  or events, would reasonably be expected to have a
Material  Adverse  Effect;  or
(k)     any  Guarantor  that  is a Significant Restricted Subsidiary defaults in
the  performance  of  or  compliance  with  any term contained in the Subsidiary
Guaranty  or  the Subsidiary Guaranty ceases to be in full force and effect as a
result  of  acts  taken  by  the  Company or any Subsidiary Guarantor, except as
provided  in  Section  22,  or  is  declared  to be null and void in whole or in
material  part  by  a court or other governmental or regulatory authority having
jurisdiction or the validity or enforceability thereof shall be contested by any
of  the  Company or any Subsidiary Guarantor or any of them renounces any of the
same  or  denies  that  it  has  any  or  further  liability  thereunder.
As  used  in  Section  11(j),  the  terms  "employee benefit plan" and "employee
welfare  benefit plan" shall have the respective meanings assigned to such terms
in  Section  3  of  ERISA.

12.     REMEDIES  ON  DEFAULT,  ETC.
12.1.     ACCELERATION.
(a)     If  an  Event  of  Default  with  respect  to  the  Company described in
paragraph  (g) or (h) of Section 11 (other than an Event of Default described in
clause  (i)  of  paragraph  (g)  or described in clause (vi) of paragraph (g) by
virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has
     occurred,  all  the  Notes  then  outstanding  shall  automatically  become
immediately  due  and  payable.
(b)     If any other Event of Default has occurred and is continuing, any holder
or  holders  of  a majority or more in principal amount of the Notes at the time
outstanding  may at any time at its or their option, by notice or notices to the
Company,  declare  all  the  Notes  then  outstanding  to be immediately due and
payable.
(c)     If  any Event of Default described in paragraph (a) or (b) of Section 11
has  occurred  and  is  continuing,  any  holder or holders of Notes at the time
outstanding  affected  by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it or
them  to  be  immediately  due  and  payable.
          Upon  any  Notes  becoming  due  and  payable under this Section 12.1,
whether  automatically  or  by declaration, such Notes will forthwith mature and
the  entire  unpaid  principal  amount  of  such Notes, plus (x) all accrued and
unpaid  interest  thereon and (y) the Make-Whole Amount determined in respect of
such  principal  amount  (to the full extent permitted by applicable law), shall
all  be immediately due and payable, in each and every case without presentment,
demand,  protest or further notice, all of which are hereby waived.  The Company
acknowledges,  and  the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except  as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are  accelerated  as  a  result  of  an Event of Default, is intended to provide
compensation  for  the  deprivation  of  such  right  under  such circumstances.

12.2.     OTHER  REMEDIES.
          If any Default or Event of Default has occurred and is continuing, and
irrespective  of whether any Notes have become or have been declared immediately
due  and  payable  under  Section  12.1,  the  holder  of  any  Note at the time
outstanding  may  proceed to protect and enforce the rights of such holder by an
action  at  law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction  against a violation of any of the terms hereof or thereof, or in aid
of  the  exercise of any power granted hereby or thereby or by law or otherwise.

12.3.     RESCISSION.
          At  any  time  after  any  Notes  have  been  declared due and payable
pursuant  to clause (b) or (c) of Section 12.1, the holders of not less than 67%
in  principal  amount  of  the  Notes then outstanding, by written notice to the
Company,  may rescind and annul any such declaration and its consequences if (a)
the  Company  has  paid  all overdue interest on the Notes, all principal of and
Make-Whole  Amount, if any, on any Notes that are due and payable and are unpaid
other  than  by  reason  of  such  declaration, and all interest on such overdue
principal  and  Make-Whole  Amount,  if  any,  and  (to  the extent permitted by
applicable  law)  any  overdue  interest in respect of the Notes, at the Default
Rate,  (b) all Events of Default and Defaults, other than non-payment of amounts
that  have  become  due solely by reason of such declaration, have been cured or
have  been waived pursuant to Section 17, and (c) no judgment or decree has been
entered  for  the payment of any monies due pursuant hereto or to the Notes.  No
rescission  and  annulment  under this Section 12.3 will extend to or affect any
subsequent  Event  of Default or Default or impair any right consequent thereon.

12.4.     NO  WAIVERS  OR  ELECTION  OF  REMEDIES,  EXPENSES,  ETC.
          No  course  of  dealing  and no delay on the part of any holder of any
Note  in exercising any right, power or remedy shall operate as a waiver thereof
or  otherwise  prejudice  such  holder's  rights, powers or remedies.  No right,
power  or  remedy  conferred  by  this  Agreement or by any Note upon any holder
thereof  shall  be  exclusive  of  any  other right, power or remedy referred to
herein or therein or now or hereafter available at law, in equity, by statute or
otherwise.  Without  limiting  the  obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount as
shall  be  sufficient to cover all costs and expenses of such holder incurred in
any  enforcement  or  collection  under  this  Section  12,  including,  without
limitation,  reasonable  attorneys'  fees,  expenses  and  disbursements.

13.     REGISTRATION;  EXCHANGE;  SUBSTITUTION  OF  NOTES.
13.1.     REGISTRATION  OF  NOTES.
          The  Company  shall  keep at its principal executive office a register
for  the  registration  and  registration  of  transfers of Notes.  The name and
address  of each holder of one or more Notes, each transfer thereof and the name
and  address of each transferee of one or more Notes shall be registered in such
register.  Prior  to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner
and  holder  thereof  for  all  purposes  hereof,  and  the Company shall not be
affected  by any notice or knowledge to the contrary.  The Company shall give to
any  holder  of  a Note that is an Institutional Investor, promptly upon request
therefor,  a  complete  and  correct  copy  of  the  names  and addresses of all
registered  holders  of  Notes.

13.2.     TRANSFER  AND  EXCHANGE  OF  NOTES.
          Upon  surrender  of  any Note at the principal executive office of the
Company for registration of transfer or exchange (and in the case of a surrender
for  registration  of  transfer,  duly  endorsed  or  accompanied  by  a written
instrument  of  transfer  duly executed by the registered holder of such Note or
his  attorney  duly  authorized  in  writing  and accompanied by the address for
notices  of  each  transferee  of  such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more  new  Notes  (as  requested  by  the holder thereof) of the same series and
tranche  in  exchange  therefor,  in  an aggregate principal amount equal to the
unpaid  principal  amount  of the surrendered Note.  Each such new Note shall be
payable  to such Person as such holder may request and shall be substantially in
the  form  of  Note established for such series and tranche.  Each such new Note
shall be dated and bear interest from the date to which interest shall have been
paid  on  the  surrendered  Note or dated the date of the surrendered Note if no
interest shall have been paid thereon.  The Company may require payment of a sum
sufficient  to  cover any stamp tax or governmental charge imposed in respect of
any  such  transfer of Notes. Notes shall not be transferred in denominations of
less  than  $500,000,  provided  that if necessary to enable the registration of
transfer  by  a  holder  of  its  entire  holding of Notes, one Note may be in a
denomination of less than $500,000.  Any transferee, by its acceptance of a Note
registered  in  its  name  (or the name of its nominee), shall be deemed to have
made  the  representation  set  forth  in  Section  6.2.

13.3.     REPLACEMENT  OF  NOTES.
          Upon  receipt by the Company of evidence reasonably satisfactory to it
of  the  ownership of and the loss, theft, destruction or mutilation of any Note
(which  evidence shall be, in the case of an Institutional Investor, notice from
such  Institutional Investor of such ownership and such loss, theft, destruction
or  mutilation),  and

(a)     in  the  case  of  loss,  theft  or destruction, of indemnity reasonably
satisfactory to it (provided that if the holder of such Note is, or is a nominee
     for,  an  original  Purchaser or another Institutional Investor holder of a
Note  with  a  minimum  net  worth  of  at  least $50,000,000, such Person's own
unsecured  agreement  of  indemnity  shall  be  deemed  to  be satisfactory), or
(b)     in  the  case  of  mutilation,  upon surrender and cancellation thereof,
the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note  of  the  same  series,  dated  and bearing interest from the date to which
interest  shall have been paid on such lost, stolen, destroyed or mutilated Note
or  dated  the  date  of  such  lost,  stolen, destroyed or mutilated Note if no
interest  shall  have  been  paid  thereon.

14.     PAYMENTS  ON  NOTES.
14.1.     PLACE  OF  PAYMENT.
          Subject  to Section 14.2, payments of principal, Make-Whole Amount, if
any,  and  interest  becoming  due  and  payable  on  the Notes shall be made in
Chicago,  Illinois  at  the  principal  office  of  Bank  of  America  in  such
jurisdiction.  The  Company may at any time, by notice to each holder of a Note,
change  the place of payment of the Notes so long as such place of payment shall
be  either  the  principal  office  of  the  Company in such jurisdiction or the
principal  office  of  a  bank  or  trust  company  in  such  jurisdiction.

14.2.     HOME  OFFICE  PAYMENT.
          So  long  as  you or your nominee shall be the holder of any Note, and
notwithstanding  anything  contained  in  Section  14.1  or  in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole  Amount,  if  any,  and  interest  by  the  method and at the address
specified  for  such  purpose  below  your  name in Schedule A, or by such other
method or at such other address as you shall have from time to time specified to
the  Company  in writing for such purpose, without the presentation or surrender
of  such  Note  or  the making of any notation thereon, except that upon written
request  of  the  Company  made  concurrently  with or reasonably promptly after
payment  or  prepayment  in  full of any Note, you shall surrender such Note for
cancellation,  reasonably promptly after any such request, to the Company at its
principal  executive  office or at the place of payment most recently designated
by the Company pursuant to Section 14.1.  Prior to any sale or other disposition
of  any  Note  held  by  you  or your nominee you will, at your election, either
endorse  thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for  a  new Note or Notes pursuant to Section 13.2.  The Company will afford the
benefits  of  this Section 14.2 to any Institutional Investor that is the direct
or  indirect  transferee  of  any Note purchased by you under this Agreement and
that  has made the same agreement relating to such Note as you have made in this
Section  14.2.

15.     EXPENSES,  ETC.
15.1.     TRANSACTION  EXPENSES.
          Whether  or  not the transactions contemplated hereby are consummated,
the  Company  will  pay  all costs and expenses (including reasonable attorneys'
fees  of  one special counsel for you and the Other Purchasers collectively and,
if  reasonably  required, local or other counsel) incurred by you and each Other
Purchaser  or  holder  of  a  Note  in  connection with such transactions and in
connection  with any amendments, waivers or consents under or in respect of this
Agreement or the Notes (whether or not such amendment, waiver or consent becomes
effective), including, without limitation: (a) the reasonable costs and expenses
incurred  in enforcing or defending (or determining whether or how to enforce or
defend)  any  rights  under  this Agreement or the Notes or in responding to any
subpoena  or  other  legal  process  or  informal investigative demand issued in
connection  with  this Agreement or the Notes, or by reason of being a holder of
any  Note,  and  (b) the costs and expenses, including financial advisors' fees,
incurred  in  connection with the insolvency or bankruptcy of the Company or any
Subsidiary  or  in  connection  with  any  work-out  or  restructuring  of  the
transactions  contemplated  hereby  and by the Notes.  The Company will pay, and
will  save  you  and  each  other  holder of a Note harmless from, all claims in
respect  of  any  fees,  costs or expenses if any, of brokers and finders (other
than  those  retained  by  you).

15.2.     SURVIVAL.
          The  obligations of the Company under this Section 15 will survive the
payment  or  transfer  of  any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

16.     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES;  ENTIRE  AGREEMENT.
          All  representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or portion thereof or interest therein and the payment of any
Note,  and  may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of
a  Note.  All  statements  contained  in  any  certificate  or  other instrument
delivered  by  or  on behalf of the Company pursuant to this Agreement  shall be
deemed  representations  and  warranties  of  the  Company under this Agreement.
Subject  to  the  preceding  sentence,  this  Agreement and the Notes embody the
entire agreement and understanding between you and the Company and supersede all
prior  agreements  and  understandings  relating  to  the subject matter hereof.

17.     AMENDMENT  AND  WAIVER.
17.1.     REQUIREMENTS.
          This  Agreement, the Notes and the Subsidiary Guaranty may be amended,
and  the  observance  of  any  term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Company  and the Required Holders, except that (a) no amendment or waiver of any
of  the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as  it is used therein), will be effective as to you unless consented to by you
in writing, and (b) no such amendment or waiver may, without the written consent
of the holder of each Note at the time outstanding affected thereby, (i) subject
to  the  provisions of Section 12 relating to acceleration or rescission, change
the  amount  or time of any prepayment or payment of principal of, or reduce the
rate  or  change  the time of payment or method of computation of interest or of
the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount  of  the  Notes  the holders of which are required to consent to any such
amendment  or  waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or
20.

17.2.     SOLICITATION  OF  HOLDERS  OF  NOTES.
(a)     Solicitation.  The  Company  will  provide  each  holder  of  the  Notes
        ------------
(irrespective  of  the  amount  of  Notes  then  owned  by  it)  with sufficient
information,  sufficiently far in advance of the date a decision is required, to
enable  such  holder to make an informed and considered decision with respect to
any  proposed  amendment,  waiver or consent in respect of any of the provisions
hereof  or  of the Notes.  The Company will deliver executed or true and correct
copies  of each amendment, waiver or consent effected pursuant to the provisions
of  this  Section  17 to each holder of outstanding Notes promptly following the
date  on  which  it  is  executed  and  delivered by, or receives the consent or
approval  of,  the  requisite  holders  of  Notes.
(b)     Payment.  The Company will not directly or indirectly pay or cause to be
        -------
paid  any  remuneration,  whether by way of supplemental or additional interest,
fee or otherwise, or grant any security, to any holder of Notes as consideration
for  or  as  an  inducement  to  the entering into by any holder of Notes or any
waiver  or  amendment  of  any  of  the  terms and provisions hereof unless such
remuneration  is  concurrently paid, or security is concurrently granted, on the
same terms, ratably to each holder of Notes then outstanding even if such holder
did  not  consent  to  such  waiver  or  amendment.
(c)     Consent in Contemplation of Transfer.  Any consent made pursuant to this
        ------------------------------------
Section  17  by a holder of Notes that has transferred or has agreed to transfer
its Notes to the Company, any Subsidiary or any Affiliate of the Company and has
provided  or  has  agreed to provide such written consent as a condition to such
transfer  shall  be  void  and  of  no  force or effect except solely as to such
holder,  and  any  amendments  effected  or waivers granted or to be effected or
granted  that would not have been or would not be so effected or granted but for
such  consent  (and  the  consents  of other holders of Notes that were acquired
under  the  same  or similar conditions) shall be void and of no force or effect
except  solely  as  to  such  holder.
17.3.     BINDING  EFFECT,  ETC.
          Any  amendment  or  waiver consented to as provided in this Section 17
applies  equally  to all holders of Notes and is binding upon them and upon each
future  holder  of  any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver.  No such amendment or
waiver  will extend to or affect any obligation, covenant, agreement, Default or
Event  of Default not expressly amended or waived or impair any right consequent
thereon.  No  course  of  dealing between the Company and the holder of any Note
nor any delay in exercising any rights hereunder or under any Note shall operate
as  a waiver of any rights of any holder of such Note.  As used herein, the term
"this  Agreement"  or  "the  Agreement"  and  references thereto shall mean this
Agreement  as  it  may  from  time  to  time  be  amended  or  supplemented.

17.4.     NOTES  HELD  BY  COMPANY,  ETC.
          Solely  for  the  purpose  of  determining  whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement  or  the  Notes,  or  have  directed the taking of any action provided
herein  or  in  the  Notes  to  be  taken upon the direction of the holders of a
specified  percentage  of  the  aggregate  principal  amount  of  Notes  then
outstanding,  Notes  directly  or  indirectly owned by the Company or any of its
Affiliates  shall  be  deemed  not  to  be  outstanding.

18.     NOTICES.
          All  notices  and  communications  provided  for hereunder shall be in
writing  and  sent  (a)  by  telecopy  if  the  sender  on  the same day sends a
confirming  copy  of  such  notice  by  a  recognized overnight delivery service
(charges  prepaid),  or  (b) by registered or certified mail with return receipt
requested  (postage  prepaid), or (c) by a recognized overnight delivery service
(with  charges  prepaid).  Any  such  notice  must  be  sent:

(i)     if  to  you  or  your nominee, to you or it at the address specified for
such  communications  in Schedule A, or at such other address as you or it shall
have  specified  to  the  Company  in  writing,
(ii)     if  to  any other holder of any Note, to such holder at such address as
such  other  holder  shall  have  specified  to  the  Company  in  writing,  or
(iii)     if  to  the  Company,  to  the Company at its address set forth at the
beginning  hereof  to  the  attention of the Office of the Treasurer, or at such
other  address as the Company shall have specified to the holder of each Note in
writing.
Notices  under this Section 18 will be deemed given only when actually received.

19.     REPRODUCTION  OF  DOCUMENTS.
          This  Agreement and all documents relating thereto, including, without
limitation,  (a)  consents,  waivers  and  modifications  that  may hereafter be
executed,  (b)  documents  received  by  you  at  the  Closing (except the Notes
themselves),  and  (c)  financial statements, certificates and other information
previously  or  hereafter  furnished  to  you,  may  be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar  process  and  you may destroy any original document so reproduced.  The
Company  agrees  and stipulates that, to the extent permitted by applicable law,
any  such reproduction shall be admissible in evidence as the original itself in
any  judicial  or  administrative  proceeding (whether or not the original is in
existence  and  whether  or not such reproduction was made by you in the regular
course  of  business)  and any enlargement, facsimile or further reproduction of
such  reproduction  shall  likewise  be admissible in evidence.  This Section 19
shall  not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it would contest the original, or from
introducing  evidence  to  demonstrate  the inaccuracy of any such reproduction.

20.     CONFIDENTIAL  INFORMATION.
          For  the purposes of this Section 20, "Confidential Information" means
information delivered to you by or on behalf of the Company or any Subsidiary in
connection  with  the transactions contemplated by or otherwise pursuant to this
Agreement  that  is proprietary in nature and that was clearly marked or labeled
or  otherwise  adequately  identified  in  writing when received by you as being
confidential  information  of the Company or such Subsidiary, provided that such
term does not include information that (a) was publicly known or otherwise known
to  you  prior to the time of such disclosure, (b) subsequently becomes publicly
known through no act or omission by you or any person acting on your behalf, (c)
otherwise  becomes  known to you other than through disclosure by the Company or
any  Subsidiary  or  (d) constitutes financial statements delivered to you under
Section  7.1  that  are  otherwise  publicly  available.  You  will maintain the
confidentiality  of  such Confidential Information in accordance with procedures
adopted  by  you  in  good  faith  to  protect confidential information of third
parties delivered to you, provided that you may deliver or disclose Confidential
Information  to  (i)  your  directors,  trustees  officers,  employees,  agents,
attorneys  and  affiliates  (to the extent such disclosure reasonably relates to
the  administration  of  the  investment  represented  by your Notes), (ii) your
financial  advisors  and  other  professional  advisors  who  agree  to  hold
confidential  the  Confidential Information substantially in accordance with the
terms  of  this  Section  20,  (iii)  any  other  holder  of  any Note, (iv) any
Institutional  Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this  Section  20), (v) any Person from which you offer to purchase any security
of  the  Company  (if  such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 20),
(vi)  any  federal  or  state regulatory authority having jurisdiction over you,
(vii)  the  National  Association  of  Insurance  Commissioners  or  any similar
organization, or any nationally recognized rating agency that requires access to
information  about your investment portfolio or (viii) any other Person to which
such  delivery  or  disclosure  may  be  necessary  or appropriate (w) to effect
compliance  with  any  law,  rule, regulation or order applicable to you, (x) in
response  to  any  subpoena  or  other legal process, (y) in connection with any
litigation  to  which you are a party or (z) if an Event of Default has occurred
and  is continuing, to the extent you may reasonably determine such delivery and
disclosure  to  be  necessary  or  appropriate  in  the  enforcement  or for the
protection of the rights and remedies under your Notes and this Agreement.  Each
holder  of a Note, by its acceptance of a Note, will be deemed to have agreed to
be  bound  by and to be entitled to the benefits of this Section 20 as though it
were  a  party  to  this  Agreement.  On  reasonable  request  by the Company in
connection  with the delivery to any holder of a Note of information required to
be  delivered  to  such  holder under this Agreement or requested by such holder
(other  than  a  holder  that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this  Section  20.

21.     SUBSTITUTION  OF  PURCHASER.
          You  shall  have the right to substitute any one of your Affiliates as
the  purchaser  of  the  Notes  that  you  have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and such
Affiliate,  shall  contain  such  Affiliate's  agreement  to  be  bound  by this
Agreement  and  shall  contain  a confirmation by such Affiliate of the accuracy
with  respect to it of the representations set forth in Section 6.  Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this  Section  21), such word shall be deemed to refer to such Affiliate in lieu
of  you.  In  the  event  that  such  Affiliate is so substituted as a purchaser
hereunder  and  such Affiliate thereafter transfers to you all of the Notes then
held  by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever  the  word  "you" is used in this Agreement (other than in this Section
21),  such  word shall no longer be deemed to refer to such Affiliate, but shall
refer  to  you,  and  you shall have all the rights of an original holder of the
Notes  under  this  Agreement.

22.     RELEASE  OF  SUBSIDIARY  GUARANTOR.
          You  and  each  subsequent  holder  of  a  Note  agree  to release any
Subsidiary  Guarantor  from  the  Subsidiary  Guaranty  (i)  if  such Subsidiary
Guarantor  ceases  to  be such as a result of a Disposition permitted by Section
10.3  or  (ii)  at  such time as the banks party to the Credit Agreement release
such  Subsidiary  from the Bank Guarantees; provided, however, that you and each
subsequent  holder  will  not be required to release a Subsidiary Guarantor from
the  Subsidiary Guaranty upon such Subsidiary's release from the Bank Guarantees
if  (A)  a  Default or Event of Default has occurred and is continuing, (B) such
Subsidiary  Guarantor  is to become a borrower under the Credit Agreement or (C)
such  release  is  part of a plan of financing that contemplates such Subsidiary
Guarantor  guaranteeing  any other Indebtedness of the Company.  Your obligation
to  release  a  Subsidiary Guarantor from the Subsidiary Guaranty is conditioned
upon  your prior receipt of a certificate from a Senior Financial Officer of the
Company stating that none of the circumstances described in clauses (A), (B) and
(C)  above  are  true.

23.     MISCELLANEOUS.
23.1.     SUCCESSORS  AND  ASSIGNS.
          All  covenants  and other agreements contained in this Agreement by or
on  behalf  of  any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder  of  a  Note)  whether  so  expressed  or  not.

23.2.     PAYMENTS  DUE  ON  NON-BUSINESS  DAYS.
          Anything  in  this  Agreement  or  the  Notes  to  the  contrary
notwithstanding, any payment of principal of or Make-Whole Amount or interest on
any  Note  that  is due on a date other than a Business Day shall be made on the
next  succeeding  Business  Day without including the additional days elapsed in
the  computation  of  the interest payable on such next succeeding Business Day.

23.3.     SEVERABILITY.
          Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any
jurisdiction  shall  (to  the  full  extent  permitted by law) not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

23.4.     CONSTRUCTION.
          Each  covenant  contained  herein  shall  be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein,  so  that  compliance  with  any  one covenant shall not (absent such an
express  contrary  provision)  be  deemed  to  excuse  compliance with any other
covenant.  Where  any  provision  herein  refers  to  action  to be taken by any
Person,  or which such Person is prohibited from taking, such provision shall be
applicable  whether  such action is taken directly or indirectly by such Person.

23.5.     COUNTERPARTS.
          This  Agreement may be executed in any number of counterparts, each of
which  shall  be  an  original  but  all  of which together shall constitute one
instrument.  Each  counterpart  may  consist  of a number of copies hereof, each
signed  by  less  than  all,  but together signed by all, of the parties hereto.

23.6.     GOVERNING  LAW.
          This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of Illinois
excluding  choice-of-law  principles of the law of such State that would require
the  application  of  the  laws  of  a  jurisdiction  other  than  such  State.

                               *    *    *    *    *


<PAGE>

          If  you  are  in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company,  whereupon  the  foregoing shall become a binding agreement between you
and  the  Company.

Very  truly  yours,

ENERGIZER  HOLDINGS,  INC.


By: /s/ Daniel E. Corbin, Jr.
Name:  Daniel E. Corbin, Jr.
Title:  Executive Vice President, Finance and Control