Exhibit
        10.1


         


        
        SIXTEENTH AMENDMENT


        
        AND


        
        REAFFIRMATION OF PERFORMANCE UNDERTAKING


        
        (Receivables Purchase Agreement)


        
        This Sixteenth Amendment and Reaffirmation of Performance Undertaking (this
        "Amendment") is entered into as of
        December 18, 2007 among Energizer Receivables Funding Corporation
        ("Seller"), Energizer Battery, Inc.
        ("Servicer"), Falcon Asset
        Securitization Company LLC (formerly Falcon Asset Securitization Corporation)
        ("Falcon"), Gotham Funding Corporation
        ("Gotham"), Victory Receivables
        Corporation ("Victory"), the Financial
        Institutions party hereto, The Bank of Tokyo-Mitsubish UFJ, Ltd., New York Branch
        ("BTMU"), as a Funding Agent, JPMorgan
        Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago))
        ("JPMorgan"), as Agent and a Funding
        Agent, and Energizer Holdings, Inc.
        ("Provider"). Capitalized terms used in
        this Amendment and not otherwise defined herein shall have the respective meanings set
        forth in the Receivables Purchase Agreement defined below.


        
        R E
        C I
        T A
        L S:


        
        Seller, Servicer, Falcon and JPMorgan (the
        "Existing Parties") entered into that
        certain Receivables Purchase Agreement, dated as of April 4, 2000 and as amended, modified
        or restated from time to time and in effect immediately prior to the date hereof (the
        "Receivables Purchase
        Agreement").


        
        In connection with the Receivables Purchase Agreement, Provider entered into
        that certain Performance Undertaking, dated as of April 4, 2000, by Provider in favor of
        Seller (as amended, restated or otherwise modified from time to time, the
        "Performance Undertaking").


        
        Gotham, Victory and BTMU (the "Additional
        Parties") desire to become parties to the Receivables Purchase
        Agreement in their respective capacities as Conduits (in the case of Gotham and Victory)
        and as a Financial Institution related thereto and a Funding Agent (in the case of BTMU),
        and the Existing Parties agree to make such amendments and modifications to accomplish such
        purpose, as more fully described herein.


        
        Furthermore, the Existing Parties and the Additional Parties desire to
        increase the Purchase Limit and to modify certain other terms set forth in the Receivables
        Purchase Agreement in connection with the accession of the Additional Parties to the
        Receivables Purchase Agreement.


        
        In connection with the foregoing, Provider desires to reaffirm its
        obligation under the Performance Undertaking, as more fully described herein.


        
        NOW, THEREFORE, in consideration of the premises, and for other good and
        valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
        parties hereto hereby agree as follows:


        
        Section 1. Amendments to the Receivables Purchase
        Agreement. Subject to the terms and conditions set forth herein,
        the Receivables Purchase Agreement is hereby amended as marked in Exhibit A attached
        hereto.


         

        
        

        

         


        
        Section 2. Conditions to Effectiveness of this
        Amendment. This Amendment shall become effective as of the date
        hereof, upon the satisfaction of the conditions precedent that:


        
        (a) Amendment. The Agent
        shall have received, on or before the date hereof, executed counterparts of this Amendment,
        duly executed by each of the parties hereto.


         


        
        (b) Representations and
        Warranties. As of the date hereof, both before and after giving
        effect to this Amendment, all of the representations and warranties contained in the
        Receivables Purchase Agreement and in each other Transaction Document shall be true and
        correct as though made on and as of the date hereof (and by its execution hereof, each of
        Seller and Servicer shall be deemed to have represented and warranted such).


         


        
        (c) No Amortization Event or Potential Amortization
        Event. As of the date hereof, both before and after giving effect
        to this Amendment, no Amortization Event or Potential Amortization Event shall have
        occurred and be continuing (and by its execution hereof, each of Seller and Servicer shall
        be deemed to have represented and warranted such).


         


        
        (d) Payment of Fees.
        Seller shall have paid all fees payable by it to the Agent and each Funding Agent as agreed
        among such agent(s) and Seller.


         


        
        (e) Amended and Restated Fee
        Letter. The Fee Letter shall have been amended and restated to
        reflect pricing terms as agreed upon among the parties thereto and to permit the accession
        of BTMU as a party thereto.


         


        
        (f) Closing Certificates.
        Provider, Servicer and Seller shall have delivered usual and customary closing certificates
        relating to corporate matters as shall be reasonably acceptable to the Agent.


         


        
        (g) UCCs. Seller shall
        have delivered, and hereby authorizes the Agent to file, new UCC financing statements
        covering all property in which interest is conveyed pursuant to the Receivables Purchase
        Agreement and naming the Agent as secured party thereunder.


         


        
        (h) Reliance Letters and Corporate
        Opinions. Reliance letters addressed to BTMU, Gotham and Victory
        in respect of all opinions previously delivered on behalf of Provider, Servicer and Seller
        and customary corporate and enforceability opinions reasonably acceptable to the Funding
        Agents in respect of this Amendment and the Receivables Purchase Agreement as amended
        hereby shall each have been delivered to the Funding Agents.


         


        
        Section 3. Reaffirmation of Performance
        Undertaking. Provider acknowledges the amendments to the
        Receivables Purchase Agreement effected hereby and reaffirms that its obligations under the
        Performance Undertaking and each other Transaction Document to which it is a party continue
        in full force and effect with respect to the Receivables Purchase Agreement.


        
        Section 4.
        Miscellaneous.



        
        2


         

        
        

        

         


        
        (a) Effect; Ratification.
        The amendment set forth herein is effective solely for the purposes set forth herein and
        shall be limited precisely as written, and shall not be deemed to (i) be a consent to any
        amendment, waiver or modification of any other term or condition of the Receivables
        Purchase Agreement or any other Transaction Document, or of any other instrument or
        agreement referred to therein or (ii) prejudice any right or remedy that the Agent and the
        Purchasers may now have or may have in the future under or in connection with the
        Receivables Purchase Agreement or any other instrument or agreement referred to therein.
        Each reference in the Receivables Purchase Agreement to "this Agreement," "herein,"
        "hereof" and words of like import and each reference in the other Transaction Documents to
        the "Receivables Purchase Agreement" or the "Purchase Agreement" shall mean the Receivables
        Purchase Agreement as amended hereby. This Amendment shall be construed in connection with
        and as part of the Receivables Purchase Agreement and all terms, conditions,
        representations, warranties, covenants and agreements set forth in the Receivables Purchase
        Agreement and each other instrument or agreement referred to therein, except as herein
        amended, are hereby ratified and confirmed and shall remain in full force and
        effect.


         


        
        (b) Transaction Document.
        This Amendment is a Transaction Document executed pursuant to the Receivables Purchase
        Agreement and shall be construed, administered and applied in accordance with the terms and
        provisions thereof.


         


        
        (c) Costs, Fees and
        Expenses. Seller agrees to reimburse the Agent and each Purchaser
        on demand for all costs, fees and expenses incurred in connection with the preparation,
        execution and delivery of this Amendment (including the reasonable fees and expenses of
        counsel to the Agent and the Purchasers).


         


        
        (d) Counterparts. This
        Amendment may be executed in any number of counterparts, each such counterpart constituting
        an original and all of which when taken together shall constitute one and the same
        instrument.


         


        
        (e) Severability. Any
        provision contained in this Amendment which is held to be inoperative, unenforceable or
        invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable
        or invalid without affecting the operation, enforceability or validity of the remaining
        provisions of this Amendment in that jurisdiction or the operation, enforceability or
        validity of such provision in any other jurisdiction.


         


        
        (f) GOVERNING LAW. THIS
        AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
        OF THE STATE OF ILLINOIS.


         


        
        (Signature Page Follows)


         


        
        3


         

        
        

        

         


        
        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
        executed and delivered by their duly authorized officers as of the date hereof.


         


        
            	
                        
                         

                    	
                        
                        ENERGIZER RECEIVABLES FUNDING CORPORATION

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ William C. Fox

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        William C. Fox

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Vice President and Treasurer

                    


        


         


         


         


        
            	
                        
                         

                    	
                        
                        ENERGIZER BATTERY, INC.

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ William C. Fox

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        William C. Fox

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Vice President and Treasurer

                    


        


         


         


         


        
            	
                        
                         

                    	
                        
                        FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon
                        Asset Securitization Corporation)

                    
	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By: JPMorgan Chase Bank, N.A., its
                        Attorney-in-Fact

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ Ronald J. Atkins

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        Ronald J. Atkins

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Executive Director

                    


        


         


        
        4


         

        
        

        

         


        


        
            	
                        
                         

                    	
                        
                        GOTHAM FUNDING CORPORATION

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ R. Douglas Donaldson

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        R. Douglas Donaldson

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Treasurer

                    


        


         


         


        
         


        
            	
                        
                         

                    	
                        
                        VICTORY RECEIVABLES CORPORATION

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ R. Douglas Donaldson

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        R. Douglas Donaldson

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Treasurer

                    


        


         


        
         


        
            	
                        
                         

                    	
                        
                        JPMORGAN CHASE BANK, N.A., as Agent, a Funding Agent and
                        Financial Institution

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ Ronald J. Atkins

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        Ronald J. Atkins

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Director, Capital Markets

                    


        


         


        
         


        
            	
                        
                         

                    	
                        
                        THE BANK OF TOKYO-MITSUBISHI UFJ. LTD., NEW YORK BRANCH, as
                        a Funding Agent

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ Aditya Reddy

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        Aditya Reddy

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        VP and Manager

                    


        


        
         


         


        
        5


         

        
        

        

         


        


        
            	
                        
                         

                    	
                        
                        THE BANK OF TOKYO-MITSUBISHI UFJ. LTD., NEW YORK BRANCH, as
                        a Financial Institution

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ Christine Howatt

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        Christine Howatt

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Vice President

                    


        


        
         


        
         


        
         


        
            	
                        
                         

                    	
                        
                        Energizer Holdings, Inc., as Provider

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        By:

                    	
                        
                        /s/ William C. Fox

                    
	
                        
                         

                    	
                        
                        Name:

                    	
                        
                        William C. Fox

                    
	
                        
                         

                    	
                        
                        Title:

                    	
                        
                        Vice President and Treasurer

                    


        



        
        6


         

        
        

        

         


         


        
        Exhibit A


        [See
        Attached]


         


         

        
        

        

         


        
        RECEIVABLES PURCHASE AGREEMENT


         


        dated as
        of April 4, 2000


         


        
        Among


        ENERGIZER
        RECEIVABLES FUNDING CORPORATION, as Seller,


        ENERGIZER
        BATTERY, INC., as Servicer,


         


        
        FALCON ASSET SECURITIZATION
        CORPORATION


        
        and


        JPMORGAN
        CHASE BANK, N.A.


        as
        Agentand as a Funding
        Agent


         


        
        THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
        BRANCH


        
        as a Funding Agent


         


        
        and


        
        THE SEVERAL CONDUITS AND FINANCIAL INSTITUTIONS
        PARTY HERETO


        
        FROM TIME TO TIME


         


        
        1


         

        
        

        

         


        TABLE OF
        CONTENTS


        
        Page


        ARTICLE
        I


         


        PURCHASE
        ARRANGEMENTS

         

        
            	
                        
                        Section 1.1

                    	
                        
                        Purchase Facility

                    	
                        
                        1

                    


        


        
            	
                        
                        Section 1.2

                    	
                        
                        Increases

                    	
                        
                        1

                    


        


        
            	
                        
                        Section 1.3

                    	
                        
                        Decreases

                    	
                        
                        2

                    


        


        
            	
                        
                        Section 1.4

                    	
                        
                        Payment Requirements

                    	
                        
                        2

                    


        


        ARTICLE
        II


         


        PAYMENTS
        AND COLLECTIONS


        
            	
                        
                        Section 2.1

                    	
                        
                        Payments

                    	
                        
                        2

                    


        


        
            	
                        
                        Section 2.2

                    	
                        
                        Collections Prior to Amortization

                    	
                        
                        2
                        3

                    


        


        
            	
                        
                        Section 2.3

                    	
                        
                        Collections Following Amortization

                    	
                        
                        3

                    


        


        
            	
                        
                        Section 2.4

                    	
                        
                        Application of Collections

                    	
                        
                        3
                        4

                    


        


        
            	
                        
                        Section 2.5

                    	
                        
                        Payment Recission

                    	
                        
                        3
                        4

                    


        


        
            	
                        
                        Section 2.6

                    	
                        
                        Maximum Purchaser Interests

                    	
                        
                        4

                    


        


        
            	
                        
                        Section 2.7

                    	
                        
                        Clean Up Call

                    	
                        
                        4

                    


        


        ARTICLE
        III


         


        CONDUIT
        FUNDING


        
            	
                        
                        Section 3.1

                    	
                        
                        CP Costs

                    	
                        
                        4

                    


        


        
            	
                        
                        Section 3.2

                    	
                        
                        CP Costs Payments

                    	
                        
                        4
                        5

                    


        


        
            	
                        
                        Section 3.3

                    	
                        
                        Calculation of CP Costs

                    	
                        
                        4
                        5

                    


        


        ARTICLE
        IV


         


        
        FINANCIAL INSTITUTION FUNDING


        
            	
                        
                        Section 4.1

                    	
                        
                        Financial Institution Funding

                    	
                        
                        4
                        5

                    


        


        
            	
                        
                        Section 4.2

                    	
                        
                        Yield Payments

                    	
                        
                        4
                        5

                    


        


        
            	
                        
                        Section 4.3

                    	
                        
                        Selection and Continuation of Tranche Periods

                    	
                        
                        5

                    


        


        
            	
                        
                        Section 4.4

                    	
                        
                        Financial Institution Discount Rates

                    	
                        
                        5

                    


        


        
            	
                        
                        Section 4.5

                    	
                        
                        Suspension of the LIBO Rate

                    	
                        
                        5
                        6

                    


        


        ARTICLE
        V


         


        
        REPRESENTATIONS AND WARRANTIES


        
            	
                        
                        Section 5.1

                    	
                        
                        Representations and Warranties of The Seller
                        Parties

                    	
                        
                        6
                        7

                    


        


        
            	
                        
                        Section 5.2

                    	
                        
                        Financial Institution Representations and
                        Warranties

                    	
                        
                        9
                        10

                    


        


        ARTICLE
        VI


         


        
        CONDITIONS OF PURCHASES


        
            	
                        
                        Section 6.1

                    	
                        
                        Conditions Precedent to Initial Incremental
                        Purchase

                    	
                        
                        10

                    


        


         


        
        ii


         

        
        

        

         


        
            	
                        
                        Section 6.2

                    	
                        
                        Conditions Precedent to All Purchases and
                        Reinvestments

                    	
                        
                        10

                    


        


        ARTICLE
        VII


         


        
        COVENANTS


        
            	
                        
                        Section 7.1

                    	
                        
                        Affirmative Covenants of The Seller Parties

                    	
                        
                        10
                        11

                    


        


        
            	
                        
                        Section 7.2

                    	
                        
                        Negative Covenants of The Seller Parties

                    	
                        
                        16
                        17

                    


        


        ARTICLE
        VIII


         


        
        ADMINISTRATION AND COLLECTION


        
            	
                        
                        Section 8.1

                    	
                        
                        Designation of Servicer

                    	
                        
                        17
                        18

                    


        


        
            	
                        
                        Section 8.2

                    	
                        
                        Duties of Servicer

                    	
                        
                        18

                    


        


        
            	
                        
                        Section 8.3

                    	
                        
                        Collection Notices

                    	
                        
                        19

                    


        


        
            	
                        
                        Section 8.4

                    	
                        
                        Responsibilities of Seller

                    	
                        
                        19
                        20

                    


        


        
            	
                        
                        Section 8.5

                    	
                        
                        Reports

                    	
                        
                        19
                        20

                    


        


        
            	
                        
                        Section 8.6

                    	
                        
                        Servicing Fees

                    	
                        
                        19
                        20

                    


        


        ARTICLE
        IX


         


        
        AMORTIZATION EVENTS


        
            	
                        
                        Section 9.1

                    	
                        
                        Amortization Events

                    	
                        
                        19
                        20

                    


        


        
            	
                        
                        Section 9.2

                    	
                        
                        Remedies

                    	
                        
                        21

                    


        


        ARTICLE
        X


         


        
        INDEMNIFICATION


        
            	
                        
                        Section 10.1

                    	
                        
                        Indemnities by The Seller Parties

                    	
                        
                        21
                        22

                    


        


        
            	
                        
                        Section 10.2

                    	
                        
                        Increased Cost and Reduced Return

                    	
                        
                        23
                        24

                    


        


        
            	
                        
                        Section 10.3

                    	
                        
                        Other Costs and Expenses

                    	
                        
                        24

                    


        


        
            	
                        
                        Section 10.4

                    	
                        
                        Allocations

                    	
                        
                        24
                        25

                    


        


        ARTICLE
        XI


         


        THE
        AGENT


        
            	
                        
                        Section 11.1

                    	
                        
                        Authorization and Action

                    	
                        
                        24
                        25

                    


        


        
            	
                        
                        Section 11.2

                    	
                        
                        Delegation of Duties

                    	
                        
                        25

                    


        


        
            	
                        
                        Section 11.3

                    	
                        
                        Exculpatory Provisions

                    	
                        
                        25

                    


        


        
            	
                        
                        Section 11.4

                    	
                        
                        Reliance by Agent

                    	
                        
                        25

                    


        


        
            	
                        
                        Section 11.5

                    	
                        
                        Non-Reliance on Agent and Other Purchasers

                    	
                        
                        25
                        26

                    


        


        
            	
                        
                        Section 11.6

                    	
                        
                        Reimbursement and Indemnification

                    	
                        
                        25
                        26

                    


        


        
            	
                        
                        Section 11.7

                    	
                        
                        Agent in its Individual Capacity

                    	
                        
                        25
                        26

                    


        


        
            	
                        
                        Section 11.8

                    	
                        
                        Successor Agent

                    	
                        
                        26

                    


        


        ARTICLE
        XII


         


        
        ASSIGNMENTS; PARTICIPATIONS


        
            	
                        
                        Section 12.1

                    	
                        
                        Assignments

                    	
                        
                        26
                        27

                    


        


        
            	
                        
                        Section 12.2

                    	
                        
                        Participations

                    	
                        
                        27

                    


        


        
        iii


         

        
        

        

         


        ARTICLE
        XIII


         


        
        [RESERVED]


        ARTICLE
        XIV


         


        
        MISCELLANEOUS


        
            	
                        
                        Section 14.1

                    	
                        
                        Waivers and Amendments

                    	
                        
                        27
                        28

                    


        


        
            	
                        
                        Section 14.2

                    	
                        
                        Notices

                    	
                        
                        28
                        29

                    


        


        
            	
                        
                        Section 14.3

                    	
                        
                        Ratable Payments

                    	
                        
                        28
                        29

                    


        


        
            	
                        
                        Section 14.4

                    	
                        
                        Protection of Ownership Interests of the
                        Purchasers

                    	
                        
                        28
                        29

                    


        


        
            	
                        
                        Section 14.5

                    	
                        
                        Confidentiality

                    	
                        
                        29

                    


        


        
            	
                        
                        Section 14.6

                    	
                        
                        Bankruptcy Petition

                    	
                        
                        29
                        30

                    


        


        
            	
                        
                        Section 14.7

                    	
                        
                        Limitation of Liability

                    	
                        
                        29
                        30

                    


        


        
            	
                        
                        Section 14.8

                    	
                        
                        CHOICE OF LAW

                    	
                        
                        29
                        30

                    


        


        
            	
                        
                        Section 14.9

                    	
                        
                        CONSENT TO JURISDICTION

                    	
                        
                        29
                        30

                    


        


        
            	
                        
                        Section 14.10

                    	
                        
                        WAIVER OF JURY TRIAL

                    	
                        
                        30
                        31

                    


        


        
            	
                        
                        Section 14.11

                    	
                        
                        Integration; Binding Effect; Survival of Terms

                    	
                        
                        30
                        31

                    


        


        
            	
                        
                        Section 14.12

                    	
                        
                        Counterparts; Severability; Section References

                    	
                        
                        30
                        31

                    


        


        
            	
                        
                        Section 14.13

                    	
                        
                        JPMorgan Chase Roles

                    	
                        
                        30
                        31

                    


        


        
            	
                        
                        Section 14.14

                    	
                        
                        Characterization

                    	
                        
                        30
                        31

                    


        


        
            	
                        
                        Section 14.15

                    	
                        
                        Withholding

                    	
                        
                        31
                        32

                    


        


         


         


        
        iv


         

        
        

        

         


        Exhibits
        and Schedules


        
            	
                        
                        Exhibit I

                    	
                        
                        Definitions

                    
	
                        
                         

                    	
                        
                        Exhibit II

                    	
                        
                        Form of Purchase Notice

                    
	
                        
                         

                    	
                        
                        Exhibit III

                    	
                        
                        Places of Business of the Seller Parties; Locations of
                        Records; Federal Employer Identification Number(s)

                    
	
                        
                         

                    	
                        
                        Exhibit IV

                    	
                        
                        Names of Collection Banks; Collection Accounts

                    
	
                        
                         

                    	
                        
                        Exhibit V

                    	
                        
                        Form of Compliance Certificate

                    
	
                        
                         

                    	
                        
                        Exhibit VI

                    	
                        
                        Form of Collection Account Agreement

                    
	
                        
                         

                    	
                        
                        Exhibit VII

                    	
                        
                        Form of Assignment Agreement

                    
	
                        
                         

                    	
                        
                        Exhibit VIII

                    	
                        
                        Credit and Collection Policy

                    
	
                        
                         

                    	
                        
                        Exhibit IX

                    	
                        
                        Form of Contract(s)

                    
	
                        
                         

                    	
                        
                        Exhibit X

                    	
                        
                        Form of Monthly Report

                    
	
                        
                         

                    	
                        
                        Exhibit XI

                    	
                        
                        Form of Performance Undertaking

                    
	
                        
                         

                    	
                        
                        Schedule A

                    	
                        
                        Commitments

                    
	
                        
                         

                    	
                        
                        Schedule B

                    	
                        
                        Closing Documents

                    
	
                    	
                    	
                    


        


         


         


         


        
        v


         

        
        

        

         


        POOL
        PURCHASE


        
        RECEIVABLES PURCHASE AGREEMENT


        
        This Receivables Purchase Agreement dated as of April 4, 2000 is among
        ENERGIZER RECEIVABLES FUNDING CORPORATION, a Delaware corporation
        ("Seller"), ENERGIZER BATTERY, INC., a
        Delaware corporation ("Energizer"),
        as initial
        Servicer
        (the
        Servicer together with Seller, the "Seller
        Parties" and each a "Seller
        Party"), the entities listed on Schedule
        A to this Agreement (together with any of their respective
        successors and assigns hereunder, the "Financial
        Institutions"), FALCON ASSET SECURITIZATION
        CORPORATION
        ("Conduit
        ") andCOMPANY LLC (formerly
        Falcon Asset Securitization Corporation) ("Falcon"), GOTHAM FUNDING CORPORATION ("Gotham"),
        VICTORY RECEIVABLES CORPORATION ("Victory" and together with Falcon and Gotham, the
        "Conduits"), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH ("BTMU"), as a Funding
        Agent, JPMORGAN CHASE BANK,
        N.A.,
        (successor by merger to Bank One, NA (Main Office Chicago)), as a Funding
        Agent and as agent for the Purchasers hereunder or any
        successor agent hereunder (together with its successors and assigns hereunder, the
        "Agent"). Unless defined elsewhere
        herein, capitalized terms used in this Agreement shall have the meanings assigned to such
        terms in Exhibit I.


        
        PRELIMINARY STATEMENTS


        
        Seller desires to transfer and assign Purchaser Interests to the Purchasers
        from time to time.


        
        Each Conduit may,
        in its absolute and sole discretion, purchase Purchaser Interests from Seller from time to
        time.


        
        In the event that
        a Conduit declines
        to make any purchase, the Financial
        Institutions
        Institution(s) in the relevant Conduit Group
        shall, at the request of Seller, purchase Purchaser Interests from time to
        time.


        
        JPMorgan Chase Bank, N.A. has been requested and is willing to act as Agent
        on behalf of
        Conduit
        the Conduits and the Financial
        Institutions in accordance with the terms hereof.


        ARTICLE
        I


         


        PURCHASE
        ARRANGEMENTS


        
        Section 1.1         Purchase
        Facility. Upon the terms and subject to the conditions hereof, Seller may, at its
        option, sell and assign Purchaser Interests to the Agent for the benefit of one or more of
        the Purchasers. In accordance with the terms and conditions set forth herein,
        the Relevant Conduits in their
        respective
        ConduitGroups
        maycollectively
        , at
        its
        their option, instruct the Agent to
        purchase on their
        behalfof
        Conduit, or if
        Conduit
        either of the Relevant Conduits shall
        decline to purchase, the Agent shall purchase, on behalf of the Financial
        Institutionsin the related Conduit
        Group, Purchaser Interests from time to time in an
        aggregate amount not to exceed at such time the lesser of (i) the Purchase Limit and (ii)
        the aggregate amount of the
        Commitmentsduring the period from the date
        hereof to but not including the Facility Termination Date. Furthermore, with respect to
        each Conduit Group, the product of (x) the Purchase Pro Rata Share of such Conduit Group
        and (y) the amount of the Purchaser Interests so purchased by the Purchasers in such
        Conduit Group from time to time in an aggregate amount shall not exceed at such time the
        lesser of (a) the related Group Purchase Limit and (b) the aggregate amount of the related
        Commitments for such Conduit Group during the period from
        the date hereof to but not including the Facility Termination Date.


        
        Section
        1.2         Increases. Seller shall
        provide the
        Agent
        Funding Agents with at least one
        Business Days' prior notice in a form set forth as Exhibit II hereto of each Incremental
        Purchase (a "Purchase
        Notice"), with a
        written copy thereof delivered simultaneously to the
        Agent. Each Purchase Notice shall be subject to Section
        6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the
        requested Purchase Price (which shall be at least $1,000,000 and integral multiples of
        $100,000 in excess thereof) and date of purchase and, in the case of an Incremental
        Purchase to be funded by the Financial Institutions, the requested Discount Rate and
        Tranche Period. Following receipt of a Purchase Notice, the
        Agent
        Funding Agents will determine
        whether the Relevant Conduits
        in


         

        
        

        

         


        
        their respective
        Conduit
        agrees
        Groups agree to make the purchase.
        Without the prior approval of the
        Relevant
        Conduitin each Conduit
        Group, Seller shall not request more than three proposed
        purchases in any calendar month and, unless approved by
        each Relevant
        Conduit in its sole discretion, any such requests in excess of three in any
        calendar month shall be void. If the
        Relevant
        Conduitin a Conduit
        Group declines to make a proposed purchase, Seller may
        cancel the Purchase Notice (with a written
        copy of the notice of such cancellation delivered simultaneous to the
        Agent) or, in the absence of such a cancellation, the
        Incremental Purchase of the Purchaser Interest will be made by the Financial
        Institutionsin the related Conduit
        Group. On the date of each Incremental Purchase, upon
        satisfaction of the applicable conditions precedent set forth in Article VI,
        each Funding Agent on behalf of the
        Relevant Conduit or the Financial
        Institutionsin each Conduit
        Group, as applicable, shall deposit to the Facility
        Account, in immediately available funds, no later than 12:00 noon (Chicago time), an amount
        equal to (i) in the case of the
        Relevant Conduit, the
        relevant Purchase Pro Rata Share of
        the aggregate Purchase Price of the Purchaser
        Interestssuch Relevant
        Conduit is then purchasing or (ii) in the case of a Financial Institution,
        such Financial Institution's Pro Rata Share of the
        relevant Purchase Pro Rata Share of
        the aggregate Purchase Price of the Purchaser Interests
        the Financial Institutions are
        purchasingin the related
        Conduit Group are purchasing. A default by a Purchaser in the performance of its
        obligations under this Agreement shall not relieve the other Purchasers of their
        obligations hereunder.


        
        Section
        1.3         Decreases. Seller shall
        provide the
        Agent
        Funding Agents with prior written notice
        in conformity with the Required Notice Period (a "Reduction
        Notice") of any proposed reduction of Aggregate Capital from
        Collections, with a copy of such Reduction
        Notice delivered simultaneously to the Agent. Such
        Reduction Notice shall designate (i) the date (the "Proposed
        Reduction Date") upon which any such reduction of Aggregate
        Capital shall occur (which date shall give effect to the applicable Required Notice
        Period), and (ii) the amount of Aggregate Capital to be reduced
        (the "Aggregate Reduction"),
        which shall be applied ratably to the Purchaser Interests of
        each
        Conduit and the
        Financial
        InstitutionsGroup
        in accordance with the amount of Capital (if any) owing to
        Conduit
        such Conduit Group (ratably, based on their respective Reduction Pro Rata
        Shares). The Reduction Pro Rata Share of such Aggregate Reduction with respect to a Conduit
        Group shall in turn be applied ratably to the Purchaser Interests of the Conduit(s) and the
        Financial Institutions in such Conduit Group in accordance with the amount of Capital (if
        any) owing to such Conduit(s), on the one hand, and the
        amount of Capital (if any) owing to
        the
        such Financial Institutions (ratably,
        based on their respective Pro Rata Shares), on the other
        hand(the
        "Aggregate
        Reduction")
        . Only one (1) Reduction Notice shall be outstanding at any time. No Aggregate Reduction
        will be made following the occurrence of the Amortization Date without the consent of the
        Agentand each Funding
        Agent.


        Section
        1.4         Payment Requirements. All
        amounts to be paid or deposited by any Seller Party pursuant to any provision of this
        Agreement shall be paid or deposited in accordance with the terms hereof no later than
        11:00 a.m. (Chicago time) on the day when due in immediately available funds, and if not
        received before 11:00 a.m. (Chicago time) shall be deemed to be received on the next
        succeeding Business Day. If such amounts are payable to a Purchaser they shall be paid to
        the relevant Funding
        Agent, for the account of such Purchaser, at 1 Bank One Plaza, Chicago,
        Illinois 60670 (in the case of a Purchaser
        in the Conduit Group with JPMorgan Chase as a Funding Agent) or an address or account as
        designated from to time by BTMU (in the case of a Purchaser in the Conduit Group with BTMU
        as a Funding Agent), as applicable, until the applicable
        Seller Party is otherwise notified in writing by the
        relevant Funding
        Agent. Upon notice to Seller, the
        relevant Funding
        Agent may debit the Facility Account for
        allrelevant
        amounts due and payable hereunder. All computations of Yield, per annum fees
        calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the
        Fee Letter shall be made on the basis of a year of 360 days for the actual number of days
        elapsed. If any amount hereunder shall be payable on a day which is not a Business Day,
        such amount shall be payable on the next succeeding Business Day.


        ARTICLE
        II


         


        PAYMENTS
        AND COLLECTIONS


        Section
        2.1         Payments. Notwithstanding
        any limitation on recourse contained in this Agreement, Seller shall immediately pay
        to the
        Agenteach Funding Agent (or
        to an account designated by such Funding Agent) when due,
        for the account of the
        relevant
        Purchaser or Purchasers in
        the relevant Conduit Group on a full recourse basis, (i)
        such relevant
        fees as set forth in the Fee Letter (which fees shall be sufficient to pay
        all fees owing to the
        relevant Financial
        Institutions), (ii) all
        relevant CP Costs,
        (iii) all relevant
        amounts payable as Yield, (iv)
        allrelevant
        amounts payable as Deemed Collections (which shall be immediately due and
        payable by Seller and applied to reduce outstanding Aggregate Capital hereunder in
        accordance with Sections 2.2 and 2.3 hereof), (v) all
        relevant amounts
        payable to


         


        
        2


        
        

        

         


        reduce the
        Purchaser Interest, if required, pursuant to Section 2.6, (vi) all
        relevant amounts
        payable pursuant to Article X, if any, (vii) all
        relevant Servicer
        costs and expenses, including the Servicing Fee, in connection with servicing,
        administering and collecting the Receivables, (viii) all
        relevant Broken
        Funding Costs and (ix)
        allrelevant
        Default Fees (collectively, the
        "Obligations"). If any Person fails to
        pay any of the Obligations when due, such Person agrees to pay, on demand, the Default Fee
        in respect thereof until paid. Notwithstanding the foregoing, no provision of this
        Agreement or the Fee Letter shall require the payment or permit the collection of any
        amounts hereunder in excess of the maximum permitted by applicable law. If at any time
        Seller receives any Collections or is deemed to receive any Collections, Seller shall
        immediately pay such Collections or Deemed Collections to
        the
        Servicer for application in accordance with the terms and conditions hereof
        and, at all times prior to such payment, such Collections or Deemed Collections shall be
        held in trust by Seller for the exclusive benefit of the Purchasers and the
        Agent
        Funding Agents.


        Section
        2.2         Collections Prior to
        Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections
        received by the
        Servicer shall be set aside and held in trust
        bythe
        Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for
        a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or
        Deemed Collections are received by
        the
        Servicer prior to the Amortization Date, (i)
        the
        Servicer shall set aside the Termination Percentage (hereinafter defined) of
        Collections evidenced by the Purchaser Interests of each Terminating Financial Institution
        and (ii) Seller hereby requests and the Purchasers (other than any Terminating Financial
        Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each
        a "Reinvestment") with that portion of
        the balance of each and every Collection and Deemed Collection received by
        the
        Servicer that is part of any Purchaser Interest (other than any Purchaser
        Interests of Terminating Financial Institutions), such that after giving effect to such
        Reinvestment, the amount of Capital of such Purchaser Interest immediately after such
        receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately
        prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization
        Date, the
        Servicer shall remit to the
        Agent's
        accountof, or designated by,
        each Funding Agent the relevant portion of the amounts set
        aside during the preceding Settlement Period that have not been subject to a Reinvestment
        and apply such amounts (if not previously paid in accordance with Section 2.1) first, to
        reduce the relevant
        unpaid Obligations and second, to reduce the Capital of all Purchaser
        Interests of Terminating Financial
        Institutionsin the relevant Conduit
        Group, applied ratably to each Terminating Financial
        Institution according to its respective Termination Percentage. If such Capital and
        Obligations shall be reduced to zerowith
        respect to the Purchasers in a Conduit Group, any
        additional Collections received by
        the
        Servicer (i) if applicable, shall be remitted to
        the
        Agent'san
        account designated by the
        relevant Funding Agent no later than 11:00 a.m. (Chicago
        time) to the extent required to fund such
        Conduit Group's Reduction Pro Rata Share of any Aggregate
        Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be
        remitted fromthe
        Servicer to Seller on such Settlement Date. Each Terminating Financial
        Institution shall be allocated a ratable portion of Collections from the Liquidity
        Termination Date that such Terminating Financial Institution did not consent to extend (as
        to such Terminating Financial Institution, the "Termination Date") until such Terminating
        Financing Institution's Capital shall be paid in full. This ratable portion shall be
        calculated on the Termination Date of each Terminating Financial Institution as a
        percentage equal to (i) Capital of such Terminating Financial Institution outstanding on
        its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination
        Date (the "Termination Percentage").
        Each Terminating Financial Institution's Termination Percentage shall remain constant prior
        to the Amortization Date. On and after the Amortization Date, each Termination Percentage
        shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced
        ratably with all Financial Institutions in accordance with Section 2.3.


        Section
        2.3         Collections Following
        Amortization. On the Amortization Date and on each day thereafter,
        the
        Servicer shall set aside and hold in trust, for the holder of each Purchaser
        Interest, all Collections received on such day and an additional amount, from Seller's
        assets, for the payment of any accrued and unpaid Obligations owed by Seller and not
        previously paid by Seller in accordance with Section 2.1. On and after the Amortization
        Date, the
        Servicer shall, at any time upon the request from time to time by (or
        pursuant to standing instructions from)
        the
        any Funding Agent (i) remit to
        the
        Agent'san
        account designated by such
        Funding Agent the relevant portion of the amounts set
        aside pursuant to the preceding sentence, and (ii) apply such
        relevant amounts
        to reduce the Capital associated with each such Purchaser Interest
        held by a Purchaser in the relevant Conduit
        Group and any
        otherrelevant
        Aggregate Unpaids.


        Section
        2.4         Application of Collections.
        If there shall be insufficient funds on deposit for
        the
        Servicer to distribute funds in payment in full of the aforementioned
        amounts pursuant to Section 2.2 or 2.3 (as applicable),
        the
        Servicer shall distribute such funds:


         


        
        3


         

        
        

        

         


        
        first, to the payment of
        the
        Servicer's reasonable out-of-pocket costs and expenses in connection with
        servicing, administering and collecting the Receivables , including the Servicing Fee, if
        Seller or one of its Affiliates is not then acting
        asthe
        Servicer,


        
        second, to the reimbursement of the Agent's
        costs of collection and enforcement of this Agreement,


        
        third,
        (to the extent applicable) to the ratable
        reduction of the Aggregate Capital (without regard to any Termination
        Percentage),fourth
        , for the ratable payment of all other unpaid
        Obligations , provided that to the
        extent such Obligations relate to the payment of Servicer costs and expenses, including the
        Servicing Fee, when Seller or one of its Affiliates is acting as
        the
        Servicer, such costs and expenses will not be paid until after the payment
        in full of all other Obligations,


        
        fourth, (to the extent applicable) to the ratable
        reduction of the Aggregate Capital (without regard to any Termination
        Percentage) and


        
        fifth, after the Aggregate Unpaids have been
        indefeasibly reduced to zero, to Seller.


        
        Collections applied to the payment of Aggregate Unpaids shall be distributed
        in accordance with the aforementioned provisions, and, giving effect to each of the
        priorities set forth in Section 2.4
        above, shall be shared ratably (within each priority) among the Agent and
        the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of
        them in respect of each such priority.


        Section
        2.5         Payment Recission. No
        payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to
        the extent that, at any time, all or any portion of such payment or application is
        rescinded by application of law or judicial authority, or must otherwise be returned or
        refunded for any reason. Seller shall remain obligated for the amount of any payment or
        application so rescinded, returned or refunded, and shall promptly pay to the
        relevant Funding
        Agent (for application to the Person or Persons who suffered such recission,
        return or refund) the full amount thereof, plus
        therelated
        Default Fee from the date of any such recission, return or
        refunding.


        Section
        2.6         Maximum Purchaser
        Interests. Seller shall ensure that the Purchaser Interests of the Purchasers shall at
        no time exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the
        Purchasers exceeds 100%, Seller shall pay to
        the
        each Funding Agent within three (3)
        Business Days an amount to be applied to reduce
        its Conduit Group's Reduction Pro Rata Shares
        of the Aggregate
        Capital(as allocated by the
        Agent), such that after giving effect to such payment
        the aggregate of the Purchaser Interests equals or is less than 100%.


        Section
        2.7         Clean Up Call. In addition
        to Seller's rights pursuant to Section 1.3, Seller shall have the right (after providing
        written notice to the Funding Agents (with a
        copy thereof to the
        Agent)
        in accordance with the Required Notice Period), at any time following the
        reduction of the Aggregate Capital to a level that is less than 100.0% of the original
        Purchase Limit, to repurchase from the Purchasers all, but not less than all, of the then
        outstanding Purchaser Interests. The purchase price in respect thereof shall be an amount
        equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately
        available fundsto the Funding
        Agents. Such repurchase shall be without representation,
        warranty or recourse of any kind by, on the part of, or against any
        Purchaser, any Funding
        Agent or the Agent.


        ARTICLE
        III


         


        CONDUIT
        FUNDING


        Section
        3.1         CP Costs. Seller shall
        pay the relevant
        CP Costs with respect to the Capital associated with each Purchaser Interest
        of each
        Conduit for each day that any Capital in respect of such Purchaser Interest
        is outstanding. Each Purchaser Interest funded substantially with Pooled Commercial Paper
        will accrue CP Costs each day on a pro rata basis, based upon the percentage share the
        Capital in respect of such Purchaser Interest represents in relation to all assets held
        by the relevant
        Conduit and funded substantially
        withits
        Pooled Commercial Paper.


        Section
        3.2         CP Costs Payments. On each
        Settlement Date, Seller shall pay to
        the
        each Funding Agent (for the benefit
        of the
        Conduit(s) in the relevant
        Conduit Group) an aggregate amount
        in each case equal
        to all accrued and



        
        4


         

        
        

        

         


        unpaid CP
        Costs in respect of the Capital associated with all Purchaser Interests of
        the relevant
        Conduit(s) in such Conduit
        Group for the immediately preceding Accrual Period in
        accordance with Article II.


        Section
        3.3         Calculation of CP Costs. On
        the tenth calendar day of each month or, if such day is not a Business Day, on the next
        succeeding Business Day,
        Conduit
        each Funding Agent shall calculate the
        aggregate amount ofthe
        relevant CP Costs for the applicable Accrual Period and
        shall notify Seller of such aggregate amount.


        ARTICLE
        IV


         


        
        FINANCIAL INSTITUTION FUNDING


        Section
        4.1         Financial Institution
        Funding. Each Purchaser Interest of the Financial Institutions shall accrue Yield for
        each day during its Tranche Period at either the LIBO Rate or the Prime Rate in accordance
        with the terms and conditions hereof. Until Seller gives notice to the Agent of another
        Discount Rate in accordance with Section 4.4, the initial Discount Rate for any Purchaser
        Interest transferred to the Financial Institutions pursuant to the terms and conditions
        hereof shall be the Prime Rate. If any Funding Source acquires by assignment from
        a Conduit any
        Purchaser Interest pursuant to any Funding Agreement, each Purchaser Interest so assigned
        shall each be deemed to have a new Tranche Period commencing on the date of any such
        assignment and shall accrue Yield for each day during its Tranche Period at either the LIBO
        Rate or the Prime Rate in accordance with the terms and conditions hereof as if each such
        Purchaser Interest was held by a Financial Institution, and with respect to each such
        Purchaser Interest, the assignee thereof shall be deemed to be a Financial Institution
        solely for the purposes of Sections 4.1, 4.2, 4.3, 4.4 and 4.5.


        Section
        4.2         Yield Payments. On the
        Settlement Date for each Purchaser Interest of the Financial Institutions, Seller shall pay
        to
        the
        each Funding Agent (for the benefit of
        the Financial Institutionsin the relevant
        Conduit Group) an aggregate amount equal to the accrued
        and unpaid Yield for the entire Tranche Period of each such Purchaser
        Interestheld by a Purchaser in such Conduit
        Group in accordance with Article II.


        
            	
                        
                        Section 4.3

                    	
                        
                        Selection and Continuation of Tranche
                        Periods.

                    


        


        
        (a)     With consultation from (and approval by)
        the relevant Funding
        Agent, Seller shall from time to time request Tranche Periods for the
        Purchaser Interests of the Financial
        Institutionsin a Conduit
        Group, provided that, if at any time the Financial
        Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods
        such that at least one Tranche Period shall end on the date specified in clause (A) of the
        definition of Settlement Date.


        
        (b)     Seller or
        therelevant Funding
        Agent, upon notice to and consent by the other received at least three (3)
        Business Days prior to the end of a Tranche Period (the
        "Terminating Tranche") for any Purchaser
        Interest, may, effective on the last day of the Terminating Tranche: (i) divide any such
        Purchaser Interest into multiple Purchaser Interests, (ii) combine any such Purchaser
        Interest with one or more other Purchaser Interests that have a Terminating Tranche ending
        on the same day as such Terminating Tranche or (iii) combine any such Purchaser Interest
        with a new Purchaser Interests to be purchased on the day such Terminating Tranche
        ends, provided, that in no event may a
        Purchaser Interest of a
        Conduit be combined with a Purchaser Interest of the Financial
        Institutionsor of another Conduit, and in no
        event may a Purchaser Interest of a Financial Institution be combined with a Purchaser
        Interest of a Purchaser in a different Conduit
        Group.


        Section
        4.4         Financial Institution Discount
        Rates. Seller may select the LIBO Rate or the Prime Rate for each Purchaser Interest of the
        Financial Institutions. Seller shall by 11:00 a.m. (Chicago time): (i) at least three (3)
        Business Days prior to the expiration of any Terminating Tranche with respect to which the
        LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day
        prior to the expiration of any Terminating Tranche with respect to which the Prime Rate is
        being requested as a new Discount Rate, give the
        relevant Funding
        Agent irrevocable notice of the new Discount Rate for the Purchaser Interest
        associated with such Terminating Tranche. Until Seller gives notice to
        therelevant Funding
        Agent of another Discount Rate, the initial Discount Rate for any Purchaser
        Interest transferred to the Financial Institutions pursuant to the terms and conditions
        hereof (or assigned or transferred to any Funding Source or to any other Person) shall be
        the Prime Rate.


         


        
        5


         

        
        

        

         


        Section
        4.5         Suspension of the LIBO
        Rate. (a) If any Financial Institution notifies the
        relevant Funding Agent and the
        Agent that it has determined that funding its Pro Rata Share of the
        Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any
        applicable law, rule, regulation or directive of any governmental or regulatory authority,
        whether or not having the force of law, or that (i) deposits of a type and maturity
        appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or
        (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a
        Purchaser Interest at such LIBO Rate, then the
        relevant Funding
        Agent shall suspend the availability of such LIBO Rate and require Seller to
        select the Prime Rate for any Purchaser Interest accruing Yield at such LIBO
        Rate.


        
        (b)     If less than all of the Financial
        Institutions give a notice to therelevant
        Funding Agent pursuant to Section
        4.5(a), each Financial Institution which gave such a notice shall
        be obliged, at the request of Seller,
        a
        Conduitin the same Conduit
        Group or the Agent, to assign all of its rights and
        obligations hereunder to (i) another Financial Institution
        in the same Conduit Group
        or (ii) another funding entity nominated by Seller or the Agent that is
        acceptable tosuch
        Conduit and willing to participate in this Agreement through the Liquidity
        Termination Date in the place of such notifying Financial Institution;
        provided that (i) the notifying Financial
        Institution receives payment in full, pursuant to an Assignment Agreement, of an amount
        equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield
        owing to all of the Financial Institutions
        in the same Conduit Group
        and all accrued but unpaid fees and other costs and expenses payable in
        respect of its Pro Rata Share of the Purchaser Interests of the Financial
        Institutionsin the same Conduit
        Group, and (ii) the replacement Financial Institution
        otherwise satisfies the requirements of Section
        12.1(b).


        Section
        4.6         Extension of Liquidity Termination Date. 


        
        (a)        Seller may request one or
        more 364-day extensions of the Liquidity Termination Date then in effect by giving written
        notice of such request to the Agent (each such notice an
        "Extension Notice") at least 60 days
        prior to the Liquidity Termination Date then in effect. After the Agent's receipt of any
        Extension Notice, the Agent shall promptly advise each Financial Institution of such
        Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable
        notice (a "Consent Notice") given to the
        Agent on or prior to the 30th day prior to the Liquidity Termination Date then in effect
        (such period from the date of the Extension Notice to such 30th day being referred to
        herein as the "Consent Period"), consent
        to such extension of such Liquidity Termination Date;
        provided,
        however, that, except as provided in
        Section 4.6(b), such extension shall not be
        effective with respect to any of the Financial Institutions if any one or more Financial
        Institutions: (i) notifies the Agent during the Consent Period that such Financial
        Institution either does not wish to consent to such extension or wishes to revoke its prior
        Consent Notice or (ii) fails to respond to the Agent within the Consent Period (each
        Financial Institution that does not wish to consent to such extension or wishes to revoke
        its prior Consent Notice or fails to respond to the Agent within the Consent Period is
        herein referred to as a "Non-Renewing Financial
        Institution"). If none of the events described in the foregoing
        clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been
        received, then, the Liquidity Termination Date shall be irrevocably extended until the date
        that is 364 days after the Liquidity Termination Date then in effect. The Agent shall
        promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant
        to this Section 4.6(a).


        
        (b)        Upon receipt of notice
        from the Agent pursuant to Section 4.6(a)
        of any Non-Renewing Financial Institution or that the Liquidity Termination
        Date has not been extended, one or more of the Financial Institutions (including any
        Non-Renewing Financial Institution) may proffer to the Agent and
        Conduit
        each Funding Agent the names of one or
        more institutions meeting the criteria set forth in Section
        12.1(b)(i) that are willing to accept assignments of and assume
        the rights and obligations under this Agreement and the other applicable Transaction
        Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are
        acceptable to the Agent and
        Conduit
        each Funding Agent, the Agent shall
        notify the remaining Financial Institutions of such fact, and the then existing Liquidity
        Termination Date shall be extended for an additional 364 days upon satisfaction of the
        conditions for an assignment in accordance with Section
        12.1 and the Commitment of each Non-Renewing Financial
        Institution shall be reduced to zero. If the rights and obligations under this Agreement
        and the other applicable Transaction Documents of each Non-Renewing Financial Institution
        are not assigned as contemplated by this Section 4.6(b)
        (each such Non-Renewing Financial Institution whose rights and obligations
        under this Agreement and the other applicable Transaction Documents are not so assigned is
        herein referred to as a "Terminating Financial
        Institution") and at least one Financial Institution is not a
        Non-Renewing Financial Institution, the then existing Liquidity Termination Date shall be
        extended for an additional 364 days;
        provided,
        however, that (i)
        the
        each of the


        
        6


         

        
        

        

         


        
        Purchase Limit and the relevant
        Group Purchase Limit shall be reduced on the Liquidity
        Termination Date that such Terminating Financial Institution did not consent to extend by
        an aggregate amount equal to the Terminating Commitment Availability as of such date of
        each Terminating Financial Institution and shall thereafter continue to be reduced by
        amounts equal to any reduction in the Capital of any Terminating Financial Institution
        (after application of Collections pursuant to Sections
        2.2 and 2.3)
        and (ii) the Commitment of each Terminating Financial Institution shall be reduced to zero
        on the Termination Date applicable to such Terminating Financial Institution. Upon
        reduction to zero of the Capital of all of the Purchaser Interests of a Terminating
        Financial Institution (after application of Collections thereto pursuant to
        Sections 2.2 and
        2.3) all rights and obligations of such
        Terminating Financial Institution hereunder shall be terminated and such Terminating
        Financial Institution shall no longer be a "Financial Institution";
        provided,
        however, that the provisions of
        Article X shall continue in effect for its
        benefit with respect to Purchaser Interests held by such Terminating Financial Institution
        prior to its termination as a Financial Institution.


        
        (c)     Any requested extension of the Liquidity
        Termination Date may be approved or disapproved by a Financial Institution in its sole
        discretion. In the event that the Commitments are not extended in accordance with the
        provisions of this Section 4.6, the
        Commitment of each Financial Institution shall be reduced to zero on the Liquidity
        Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and
        upon reduction to zero of the Capital of all of the Purchaser Interests of such Financial
        Institution all rights and obligations of such Financial Institution hereunder shall be
        terminated and such Financial Institution shall no longer be a "Financial
        Institution"; provided,
        however, that the provisions of
        Article X shall continue in effect for its
        benefit with respect to Purchaser Interests held by such Financial Institution prior to its
        termination as a Financial Institution.


        ARTICLE
        V


         


        
        REPRESENTATIONS AND WARRANTIES


        Section
        5.1         Representations and Warranties
        of The Seller Parties. Each Seller Party hereby represents and warrants to the
        Agent, the Funding Agents
        and the Purchasers, as to itself, as of the date hereof and as of the date
        of each Incremental Purchase and the date of each Reinvestment that:


        
        (a)      Corporate
        Existence and Power. Such Seller Party is a corporation duly
        organized, validly existing and in good standing under the laws of its state of
        incorporation. Such Seller Party is duly qualified to do business and is in good standing
        as a foreign corporation, and has and holds all corporate power and all governmental
        licenses, authorizations, consents and approvals required to carry on its business in each
        jurisdiction in which its business is conducted, except where the failure to so qualify or
        so hold could not reasonably be expected to have a Material Adverse Effect.


        
        (b)      Power and
        Authority; Due Authorization, Execution and Delivery. The
        execution and delivery by such Seller Party of this Agreement and each other Transaction
        Document to which it is a party, and the performance of its obligations hereunder and
        thereunder and, in the case of Seller, Seller's use of the proceeds of purchases made
        hereunder, are within its corporate powers and authority and have been duly authorized by
        all necessary corporate action on its part. This Agreement and each other Transaction
        Document to which such Seller Party is a party has been duly executed and delivered by such
        Seller Party.


        
        (c)      No
        Conflict. The execution and delivery by such Seller Party of this
        Agreement and each other Transaction Document to which it is a party, and the performance
        of its obligations hereunder and thereunder do not contravene or violate (i) its
        certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation
        applicable to it, (iii) any restrictions under any agreement, contract or instrument to
        which it is a party or by which it or any of its property is bound, or (iv) any order,
        writ, judgment, award, injunction or decree binding on or affecting it or its property, and
        do not result in the creation or imposition of any Adverse Claim on assets of such Seller
        Party or its Subsidiaries (except as created hereunder), except, in any case, where such
        contravention or violation could not reasonably be expected to have a Material Adverse
        Effect; and no transaction contemplated hereby requires compliance with any bulk sales act
        or similar law.


        
        (d)      Governmental
        Authorization. Other than the filing of the financing statements
        required hereunder, no authorization or approval or other action by, and no notice to or
        filing with, any governmental authority or regulatory body is required for the due
        execution and delivery by such Seller Party of this Agreement and


         


        
        7


         

        
        

        

         


        each other
        Transaction Document to which it is a party and the performance of its obligations
        hereunder and thereunder.


        
        (e)      Actions,
        Suits. There are no actions, suits or proceedings pending, or to
        the best of such Seller Party's knowledge, threatened, against or affecting such Seller
        Party, or any of its properties, in or before any court, arbitrator or other body, that
        could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not in
        default with respect to any order of any court, arbitrator or governmental body, which
        default, individually or in the aggregate, could reasonably be expected to have a Material
        Adverse Effect.


        
        (f)       Binding
        Effect. This Agreement and each other Transaction Document to
        which such Seller Party is a party constitute the legal, valid and binding obligations of
        such Seller Party enforceable against such Seller Party in accordance with their respective
        terms, except as such enforcement may be limited by applicable bankruptcy, insolvency,
        reorganization or other similar laws relating to or limiting creditors' rights generally
        and by general principles of equity (regardless of whether enforcement is sought in a
        proceeding in equity or at law).


        
        (g)      Accuracy of
        Information. All information heretofore furnished by such Seller
        Party or any of its Affiliates to the Agent or the Purchasers for purposes of or in
        connection with this Agreement, any of the other Transaction Documents or any transaction
        contemplated hereby or thereby is, and all such information hereafter furnished by such
        Seller Party or any of its Affiliates to the Agent or the Purchasers will be, true and
        accurate in every material respect on the date such information is stated or certified and
        does not and will not contain any material misstatement of fact or omit to state a material
        fact or any fact necessary to make the statements contained therein not
        misleading.


        
        (h)      Use of
        Proceeds. No proceeds of any purchase hereunder will be used (i)
        for a purpose that violates, or would be inconsistent with, Regulation T, U or X
        promulgated by the Board of Governors of the Federal Reserve System from time to time or
        (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of
        the Securities Exchange Act of 1934, as amended.


        
        (i)       Good
        Title. Immediately prior to each purchase hereunder, Seller shall
        be the legal and beneficial owner of the Receivables and Related Security with respect
        thereto, free and clear of any Adverse Claim, except as created by the Transaction
        Documents. There have been duly filed all financing statements or other similar instruments
        or documents necessary under the UCC (or any comparable law) of all appropriate
        jurisdictions to perfect Seller's ownership interest in each Receivable, its Collections
        and the Related Security.


        
        (j)      
        Perfection. This Agreement, together with the
        filing of the financing statements contemplated hereby, is effective to, and shall, upon
        each purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or
        Purchasers (and the Agent for the benefit of such Purchaser or Purchasers shall acquire
        from Seller) a valid and perfected first priority undivided percentage ownership or
        security interest in each Receivable existing or hereafter arising and in the Related
        Security and Collections with respect thereto, free and clear of any Adverse Claim, except
        as created by the Transactions Documents. There have been duly filed all financing
        statements or other similar instruments or documents necessary under the UCC (or any
        comparable law) of all appropriate jurisdictions to perfect the Agent's (on behalf of the
        Purchasers) ownership or security interest in the Receivables, the Related Security and the
        Collections.


        
        (k)      Places of
        Business and Locations of Records. The principal places of
        business and chief executive office of such Seller Party and the offices where it keeps all
        of its Records are located at the address(es) listed on Exhibit
        III or such other locations of which the Agent has been notified
        in accordance with Section 7.2(a) in
        jurisdictions where all action required by Section
        14.4(a) has been taken and completed. Seller's Federal Employer
        Identification Number is correctly set forth on Exhibit
        III.


        
        (l)      
        Collections. The conditions and requirements
        set forth in Section 7.1(j) and
        Section 8.2 have at all times been satisfied
        and duly performed. The names and addresses of all Collection Banks, together with the
        account numbers of the Collection Accounts of Seller at each Collection Bank and the post
        office box number of each Lock-Box, are listed on Exhibit
        IV. Seller has not granted any Person, other than the Agent as
        contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account,
        or the right to take dominion and control of any such Lock-Box or Collection Account at a
        future time or upon the occurrence of a future event.


         


        
        8


         

        
        

        

         


        
        (m)     Material Adverse
        Effect. (i) The initial Servicer represents and warrants that
        since December 31, 1999, no event has occurred that would have a material adverse effect on
        the financial condition or operations of the initial Servicer and its Subsidiaries or the
        ability of the initial Servicer to perform its obligations under this Agreement, and (ii)
        Seller represents and warrants that since the date of this Agreement, no event has occurred
        that would have a material adverse effect on (A) the financial condition or operations of
        Seller, (B) the ability of Seller to perform its obligations under the Transaction
        Documents, or (C) the collectibility of the Receivables generally or any material portion
        of the Receivables.


        
        (n)     
        Names. In the past five (5) years, Seller has
        not used any corporate names, trade names or assumed names other than the name in which it
        has executed this Agreement.


        
        (o)      Ownership of
        Seller. Originator owns, directly or indirectly, 100% of the
        issued and outstanding capital stock of Seller, free and clear of any Adverse Claim. Such
        capital stock is validly issued, fully paid and nonassessable, and there are no options,
        warrants or other rights to acquire securities of Seller.


        
        (p)      Not
        a Holding Company or an Investment
        Company. Such Seller Party is not a "holding
        company" or a "subsidiary holding company" of a "holding company" within the meaning of the
        Public Utility Holding Company Act of 1935, as amended, or any successor
        statutean Investment
        Company. Such Seller Party is not an "investment company"
        within the meaning of the Investment Company Act of 1940, as amended, or any successor
        statute.


        
        (q)      Compliance with
        Law. Such Seller Party has complied in all respects with all
        applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
        awards to which it may be subject, except where the failure to so comply could not
        reasonably be expected to have a Material Adverse Effect. Each Receivable, together with
        the Contract related thereto, does not contravene any laws, rules or regulations applicable
        thereto (including,
        without
        limitation, laws, rules and regulations
        relating to truth in lending, fair credit billing, fair credit reporting, equal credit
        opportunity, fair debt collection practices and privacy), and no part of such Contract is
        in violation of any such law, rule or regulation, except where such contravention or
        violation could not reasonably be expected to have a Material Adverse Effect.


        
        (r)       Compliance
        with Credit and Collection Policy. Such Seller Party has complied
        in all material respects with the Credit and Collection Policy with regard to each
        Receivable and the related Contract, and has not made any change to such Credit and
        Collection Policy, except such material change as to which the Agent has been notified in
        accordance with Section
        7.1(a)(vii).


        
        (s)       Payments to
        Originator. With respect to each Receivable transferred to Seller
        under the Receivables Sale Agreement, Seller has given reasonably equivalent value to
        Originator in consideration therefor and such transfer was not made for or on account of an
        antecedent debt. No transfer by Originator of any Receivable under the Receivables Sale
        Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11
        U.S.C. §§ 101 et
        seq.), as amended.


        
        (t)      
        Enforceability of Contracts. Each Contract with
        respect to each Receivable is effective to create, and has created, a legal, valid and
        binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable
        created thereunder and any accrued interest thereon, enforceable against the Obligor in
        accordance with its terms, except as such enforcement may be limited by applicable
        bankruptcy, insolvency, reorganization or other similar laws relating to or limiting
        creditors' rights generally and by general principles of equity (regardless of whether
        enforcement is sought in a proceeding in equity or at law).


        
        (u)      Eligible
        Receivables. Each Receivable included in the Net Receivables
        Balance as an Eligible Receivable on the date of its purchase under the Receivables Sale
        Agreement was an Eligible Receivable on such purchase date.


        
        (v)      Net Receivables
        Balance. Seller has determined that, immediately after giving
        effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum
        of (i) the Aggregate Capital, plus (ii)
        the Aggregate Reserves.


         


        
        9


         

        
        

        

         


        
        (w)    
        Accounting. The manner in which such Seller
        Party accounts for the transactions contemplated by this Agreement and the Receivables Sale
        Agreement does not jeopardize the true sale analysis.


        Section
        5.2         Financial Institution
        Representations and Warranties. Each Financial Institution hereby represents and
        warrants to the Agent and
        the
        Conduit(s) in the related
        Conduit Group that:


        
        (a)      Existence and
        Power. Such Financial Institution is a corporation or a banking
        association duly organized, validly existing and in good standing under the laws of its
        jurisdiction of incorporation or organization, and has all corporate power to perform its
        obligations hereunder.


        
        (b)      No
        Conflict. The execution and delivery by such Financial
        Institution of this Agreement and the performance of its obligations hereunder are within
        its corporate powers, have been duly authorized by all necessary corporate action, do not
        contravene or violate (i) its certificate or articles of incorporation or association or
        by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under
        any agreement, contract or instrument to which it is a party or any of its property is
        bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or
        affecting it or its property, and do not result in the creation or imposition of any
        Adverse Claim on its assets. This Agreement has been duly authorized, executed and
        delivered by such Financial Institution.


        
        (c)      Governmental
        Authorization. No authorization or approval or other action by,
        and no notice to or filing with, any governmental authority or regulatory body is required
        for the due execution and delivery by such Financial Institution of this Agreement and the
        performance of its obligations hereunder.


        
        (d)      Binding
        Effect. This Agreement constitutes the legal, valid and binding
        obligation of such Financial Institution enforceable against such Financial Institution in
        accordance with its terms, except as such enforcement may be limited by applicable
        bankruptcy, insolvency, reorganization or other similar laws relating to or limiting
        creditors' rights generally and by general principles of equity (regardless of whether such
        enforcement is sought in a proceeding in equity or at law).


        ARTICLE
        VI


         


        
        CONDITIONS OF PURCHASES


        Section
        6.1         Conditions Precedent to Initial
        Incremental Purchase. The initial Incremental Purchase of a Purchaser Interest under
        this Agreement is subject to the conditions precedent that the Agent shall have received on
        or before the date of such purchase those documents listed on Schedule B and the
        Agent and each Funding
        Agent shall have received all fees and expenses required
        to be paid on such date pursuant to the terms of this Agreement and the Fee
        Letter.


        Section
        6.2         Conditions Precedent to All
        Purchases and Reinvestments . Each purchase of a Purchaser Interest and each
        Reinvestment shall be subject to the further conditions precedent that (a) in the case of
        each such purchase or Reinvestment:
        (i)the
        Servicer shall have delivered to the Agent on or prior to the date of such
        purchase, in form and substance satisfactory to the Agent, all Monthly Reports and Interim
        Reports as and when due under Section 8.5 and (ii) upon the Agent's request,
        the
        Servicer shall have delivered to the Agent at least three (3) days prior to
        such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible
        Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall
        have received such other approvals, opinions or documents as it may reasonably request and
        (d) on the date of each such Incremental Purchase or Reinvestment, the following statements
        shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment
        shall be deemed a representation and warranty by Seller that such statements are then
        true):


        
        (i)        the representations and
        warranties set forth in Section 5.1 are
        true and correct in all material respects on and as of the date of such Incremental
        Purchase or Reinvestment as though made on and as of such date;


         


        
        10


         

        
        

        

         


        
        (ii)        no event has occurred
        and is continuing, or would result from such Incremental Purchase or Reinvestment, that
        would constitute an Amortization Event or a Potential Amortization Event; and


        
        (iii)       the Aggregate Capital does
        not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed
        100%.


        It is
        expressly understood that each Reinvestment shall, unless otherwise directed by the Agent
        or any Purchaser, occur automatically on each day that
        the
        Servicer shall receive any Collections without the requirement that any
        further action be taken on the part of any Person and notwithstanding the failure of Seller
        to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The
        failure of Seller to satisfy any of the foregoing conditions precedent in respect of any
        Reinvestment shall give rise to a right of the Agent, which right may be exercised at any
        time on demand of the Agent, to rescind the related purchase and direct Seller to pay to
        the
        Agent
        Funding Agents for the benefit of the
        Purchasers
        an
        in their respective Conduit Groups an aggregate
        amount equal to the Collections prior to the Amortization Date that shall
        have been applied to the affected Reinvestment.


        ARTICLE
        VII


         


        
        COVENANTS


        Section
        7.1         Affirmative Covenants of The
        Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly
        paid in full and this Agreement terminates in accordance with its terms, each Seller Party
        hereby covenants, as to itself, as set forth below:


        
        (a)      Financial
        Reporting. Such Seller Party will maintain, for itself and each
        of its Subsidiaries, a system of accounting established and administered in accordance with
        GAAP, and furnish or cause to be furnished to the Agent:


        
        (i)   Annual
        Reporting. Within 90 days after the close of each of its
        respective fiscal years, audited financial statements (which shall include balance sheets,
        statements of income and retained earnings and a statement of cash flows) for such Seller
        Party and Provider for such fiscal year, together with an unqualified audit report (in form
        satisfactory to the Agent) on such financial statements of, and certified in a manner
        acceptable to the Agent by, PricewaterhouseCoopers LLP or other independent public
        accountants reasonably acceptable to the Agent.


        
        (ii)   Quarterly
        Reporting. Within 45 days after the close of the first three (3)
        quarterly periods of each of its respective fiscal years, balance sheets of each of
        Originator, Provider and
        the
        Servicer as at the close of each such period and statements of income and
        retained earnings and a statement of cash flows for each such Person for the period from
        the beginning of such fiscal year to the end of such quarter, all certified by its
        respective chief financial officer on behalf of such Person.


        
        (iii)  Compliance
        Certificate. Together with the financial statements required
        hereunder, a compliance certificate in substantially the form of
        Exhibit V signed by such Seller Party's or
        Provider's, as applicable, Authorized Officer on behalf of such Person and dated the date
        of such annual financial statement or such quarterly financial statement, as the case may
        be.


        
        (iv)  Shareholders Statements and
        Reports. Promptly upon the furnishing thereof to the shareholders
        of such Seller Party or Provider copies of all financial statements, reports and proxy
        statements so furnished.


        
        (v)   S.E.C.
        Filings. Promptly upon the filing thereof, copies of all
        registration statements (other than registration statements on Form S-8) and annual,
        quarterly or other reports which Originator, Provider or any of their respective
        Subsidiaries files with the Securities and Exchange Commission.


         


        
        11


         

        
        

        

         


        
        (vi)        Copies of
        Notices. Promptly upon its receipt of any notice, request for
        consent, financial statements, certification, report or other communication under or in
        connection with any Transaction Document from any Person other than the Agent or Conduit,
        copies of the same.


        
        (vii)      Change in Credit and Collection
        Policy. At least thirty (30) days prior to the effectiveness of
        any material change in or material amendment to the Credit and Collection Policy, a copy of
        the Credit and Collection Policy then in effect and a notice (A) indicating such change or
        amendment, and (B) if such proposed change or amendment would be reasonably likely to
        adversely affect the collectibility of the Receivables or decrease the credit quality of
        any newly created Receivables, requesting the Agent's consent thereto;
        provided that if such change or amendment was
        required pursuant to any change in any applicable law, rule or regulation, such Seller
        Party shall only be required to give prompt notice of such change or amendment and shall
        not be required to request the consent of the Agent.


        
        (viii)     
        Other Information. Promptly, from time to time,
        such other information, documents, records or reports relating to the Receivables or the
        condition or operations, financial or otherwise, of such Seller Party or Provider as the
        Agent may from time to time reasonably request in order to protect the interests of the
        Agent and the Purchasers under or as contemplated by this Agreement.


        
        (b)     
        Notices. Such Seller Party will notify the
        Agent in writing of any of the following promptly upon becoming aware of the occurrence
        thereof, describing the same and, if applicable, the steps being taken with respect
        thereto:


        
        (i)   Amortization Events or Potential
        Amortization Events. The occurrence of each Amortization Event
        and each Potential Amortization Event, by a statement of an Authorized Officer on behalf of
        such Seller Party.


        
        (ii)   Judgment and
        Proceedings. (1) The entry of any judgment or decree
        against the
        Servicer or any of its respective Subsidiaries if the aggregate amount of
        all judgments and decrees then outstanding against
        the
        Servicer and its Subsidiaries exceeds $10,000,000 and (2) the institution of
        any material litigation, arbitration proceeding or governmental proceeding
        againstthe
        Servicer; and (B) the entry of any judgment or decree or the institution of
        any litigation, arbitration proceeding or governmental proceeding against
        Seller.


        
        (iii)  Material Adverse
        Effect. The occurrence of any event or condition that has had, or
        could reasonably be expected to have, a Material Adverse Effect.


        
        (iv)  Termination
        Date. The occurrence of the "Termination
        Date" under and as defined in the Receivables Sale
        Agreement.


        
        (v)   Defaults Under Other
        Agreements. (A) The occurrence of a default or an event of
        default under any other financing arrangement pursuant to which Seller is a debtor or an
        obligor and (B) the occurrence of any default or event of default under any other financing
        arrangement or arrangements governing Indebtedness, individually or in the aggregate,
        greater than or equal to $30,000,000 pursuant to which Servicer is a debtor or an
        obligor.


        
        (vi)  Downgrade of Originator or
        Provider. Any downgrade in the rating of any Indebtedness of
        Originator or Provider by Standard & Poor's Ratings Group or by Moody's Investors
        Service, Inc., setting forth the Indebtedness affected and the nature of such
        change.


        
        (c)      Compliance with
        Laws and Preservation of Corporate Existence. Such Seller Party
        will comply in all respects with all applicable laws, rules, regulations, orders, writs,
        judgments, injunctions, decrees or awards to which it may be subject, except where the
        failure to so comply could not reasonably be expected to have a Material Adverse Effect.
        Such Seller Party will preserve and maintain its corporate existence, rights, franchises
        and


         


        
        12


         

        
        

        

         


        privileges
        in the jurisdiction of its incorporation, and qualify and remain qualified in good standing
        as a foreign corporation in each jurisdiction where its business is conducted, except where
        the failure to so preserve and maintain or qualify could not reasonably be expected to have
        a Material Adverse Effect.


        
        (d)     
        Audits. Such Seller Party will furnish to the
        Agent from time to time such information with respect to it and the Receivables as the
        Agent may reasonably request. Such Seller Party will, from time to time during regular
        business hours as requested by the Agent upon reasonable notice and at the sole cost of
        such Seller Party, permit the Agent, or its agents or representatives, (i) to examine and
        make copies of and abstracts from all Records in the possession or under the control of
        such Person relating to the Receivables and the Related Security, including, without
        limitation, the related Contracts, and (ii) to visit the offices and properties of such
        Person for the purpose of examining such materials described in clause (i) above, and to
        discuss matters relating to such Person's financial condition or the Receivables and the
        Related Security or any Person's performance under any of the Transaction Documents or any
        Person's performance under the Contracts and, in each case, with any of the Authorized
        Officers or financial officers of Seller
        orthe
        Servicer having knowledge of such matters. So long as no Potential
        Amortization Event or Amortization Event exists, the visits under this
        Section 7.1(d) that are at the sole cost of the
        applicable Seller Party shall be limited to once a calendar year; and upon the occurrence
        and during the continuance of a Potential Amortization Event or an Amortization Event, any
        and all visits shall be at the sole cost of the applicable Seller Party.


        
        (e)     
        Keeping and Marking of Records and Books. 



        
        (i)  
        The
        Servicer will maintain and implement administrative and operating procedures
        (including, without limitation, an ability to recreate records evidencing Receivables in
        the event of the destruction of the originals thereof), and keep and maintain all
        documents, books, records and other information reasonably necessary or advisable for the
        collection of all Receivables (including, without limitation, records adequate to permit
        the immediate identification of each new Receivable and all Collections of and adjustments
        to each existing Receivable).
        The
        Servicer will give the Agent notice of any material change in the
        administrative and operating procedures referred to in the previous sentence.


        
        (ii)  Such Seller Party will (A) on or prior to the date hereof,
        mark its master data processing records and other books and records relating to the
        Purchaser Interests with a legend, acceptable to the Agent, describing the Purchaser
        Interests and (B) upon the request of the Agent (x) mark each Contract with a legend
        describing the Purchaser Interests and (y) at any time after the occurrence of a Potential
        Amortization Event, deliver to the Agent all Contracts (including, without limitation, all
        multiple originals of any such Contract) relating to the Receivables.


        
        (f)       Compliance
        with Contracts and Credit and Collection Policy. Such Seller
        Party will timely and fully (i) perform and comply with all provisions, covenants and other
        promises required to be observed by it under the Contracts related to the Receivables and
        (ii) comply in all respects with the Credit and Collection Policy in regard to each
        Receivable and the related Contract.


        
        (g)      Performance and
        Enforcement of Receivables Sale Agreement. Seller will, and will
        require Originator to, perform each of their respective obligations and undertakings under
        and pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder in
        strict compliance with the terms thereof and will vigorously enforce the rights and
        remedies accorded to Seller under the Receivables Sale Agreement. Seller will take all
        actions to perfect and enforce its rights and interests (and the rights and interests of
        the Agent and the Purchasers as assignees of Seller) under the Receivables Sale Agreement
        as the Agent may from time to time reasonably request,
        including,
        without
        limitation, making claims to which it may be
        entitled under any indemnity, reimbursement or similar provision contained in the
        Receivables Sale Agreement.


        
        (h)     
        Ownership. Seller will (or will cause
        Originator to) take all necessary action to (i) vest legal and equitable title to the
        Receivables, the Related Security and the Collections purchased under the Receivables Sale
        Agreement irrevocably in Seller, free and clear of any Adverse Claims other than Adverse
        Claims in favor of the Agent and the Purchasers
        (including,
        without
        limitation, the filing of all financing
        statements or other similar instruments or documents necessary under the UCC (or any
        comparable law) of all appropriate jurisdictions to


         


        
        13


         

        
        

        

         


        perfect
        Seller's interest in such Receivables, Related Security and Collections and such other
        action to perfect, protect or more fully evidence the interest of Seller therein as the
        Agent may reasonably request), and (ii) establish and maintain, in favor of the Agent, for
        the benefit of the Purchasers, a valid and perfected first priority undivided percentage
        ownership interest (or a valid and perfected first priority security interest) in all
        Receivables, Related Security and Collections to the full extent contemplated herein, free
        and clear of any Adverse Claims other than Adverse Claims in favor of the Agent for the
        benefit of the Purchasers
        (including,
        without
        limitation, the filing of all financing
        statements or other similar instruments or documents necessary under the UCC (or any
        comparable law) of all appropriate jurisdictions to perfect the Agent's (for the benefit of
        the Purchasers) interest in such Receivables, Related Security and Collections and such
        other action to perfect, protect or more fully evidence the interest of the Agent for the
        benefit of the Purchasers as the Agent may reasonably request).


        
        (i)       Purchasers'
        Reliance. Seller acknowledges that the Purchasers are entering
        into the transactions contemplated by this Agreement in reliance upon Seller's identity as
        a legal entity that is separate from Originator. Therefore, from and after the date of
        execution and delivery of this Agreement, Seller shall take all reasonable steps,
        including, without limitation, all steps that the Agent or any Purchaser may from time to
        time reasonably request, to maintain Seller's identity as a separate legal entity and to
        make it manifest to third parties that Seller is an entity with assets and liabilities
        distinct from those of Originator and any Affiliates thereof and not just a division of
        Originator or any such Affiliate. Without limiting the generality of the foregoing and in
        addition to the other covenants set forth herein, Seller will:


        
        (A)    conduct its own business in its own name and
        require that all full-time employees of Seller, if any, identify themselves as such and not
        as employees of Originator (including, without limitation, by means of providing
        appropriate employees with business or identification cards identifying such employees as
        Seller's employees);


        
        (B)    compensate all employees, consultants and agents
        directly, from Seller's own funds, for services provided to Seller by such employees,
        consultants and agents and, to the extent any employee, consultant or agent of Seller is
        also an employee, consultant or agent of Originator or any Affiliate thereof, allocate the
        compensation of such employee, consultant or agent between Seller and Originator or such
        Affiliate, as applicable, on a basis that reflects the services rendered to Seller and
        Originator or such Affiliate, as applicable;


        
        (C)    clearly identify its offices (by signage or
        otherwise) as its offices and, if such office is located in the offices of Originator,
        Seller shall lease such office at a fair market rent;


        
        (D)    have a separate telephone number, which will be
        answered only in its name and separate stationery, invoices and checks in its own
        name;


        
        (E)    conduct all transactions with Originator
        and the
        Servicer (including, without limitation, any delegation of its obligations
        hereunder as Servicer) strictly on an arm's-length basis, allocate all overhead expenses
        (including, without limitation, telephone and other utility charges) for items shared
        between Seller and Originator on the basis of actual use to the extent practicable and, to
        the extent such allocation is not practicable, on a basis reasonably related to actual
        use;


         


        
        14


         

        
        

        

         


        
        (F)     at all times have a Board of Directors
        consisting of three members, at least one member of which is an Independent
        Director;


        
        (G)    observe all corporate formalities as a distinct
        entity, and ensure that all corporate actions relating to (A) the selection, maintenance or
        replacement of the Independent Director, (B) the dissolution or liquidation of Seller or
        (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy,
        insolvency, reorganization or similar proceeding involving Seller, are duly authorized by
        unanimous vote of its Board of Directors (including the Independent Director);


        
        (H)    maintain Seller's books and records separate from
        those of Originator and any Affiliate thereof and otherwise readily identifiable as its own
        assets rather than assets of Originator and any Affiliate thereof;


        
        (I)     prepare its financial statements separately
        from those of Originator and insure that any consolidated financial statements of
        Originator or any Affiliate thereof that include Seller and that are filed with the
        Securities and Exchange Commission or any other governmental agency have notes clearly
        stating that Seller is a separate corporate entity and that its assets will be available
        first and foremost to satisfy the claims of the creditors of Seller;


        
        (J)     except as herein specifically otherwise
        provided, maintain the funds or other assets of Seller separate from, and not commingled
        with, those of Originator or any Affiliate thereof and only maintain bank accounts or other
        depository accounts to which Seller alone is the account party;


        
        (K)    pay all of Seller's operating expenses from
        Seller's own assets (except for certain payments by Originator or other Persons pursuant to
        allocation arrangements that comply with the requirements of this
        Section 7.1(i));


        
        (L)    operate its business and activities such that: it
        does not engage in any business or activity of any kind, or enter into any transaction or
        indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other
        than the transactions contemplated and authorized by this Agreement and the Receivables
        Sale Agreement; and does not create, incur, guarantee, assume or suffer to exist any
        indebtedness or other liabilities, whether direct or contingent, other than (1) as a result
        of the endorsement of negotiable instruments for deposit or collection or similar
        transactions in the ordinary course of business, (2) the incurrence of obligations under
        this Agreement, (3) the incurrence of obligations, as expressly contemplated in the
        Receivables Sale Agreement, to make payment to Originator thereunder for the purchase of
        Receivables from Originator under the Receivables Sale Agreement, and (4) the incurrence of
        operating expenses in the ordinary course of business of the type otherwise contemplated by
        this Agreement;


         


        
        15


         

        
        

        

         


        
        (M)   maintain its corporate charter in conformity with this
        Agreement, such that it does not amend, restate, supplement or otherwise modify its
        Certificate of Incorporation or By-Laws in any respect that would impair its ability to
        comply with the terms or provisions of any of the Transaction Documents, including, without
        limitation, Section 7.1(i) of this
        Agreement;


        
        (N)    maintain the effectiveness of, and continue to
        perform under the Receivables Sale Agreement and the Performance Undertaking, such that it
        does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables
        Sale Agreement or the Performance Undertaking, or give any consent, waiver, directive or
        approval thereunder or waive any default, action, omission or breach under the Receivables
        Sale Agreement or the Performance Undertaking or otherwise grant any indulgence thereunder,
        without (in each case) the prior written consent of the Agent;


        
        (O)    maintain its corporate separateness such that it
        does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose
        of (whether in one transaction or in a series of transactions, and except as otherwise
        contemplated herein) all or substantially all of its assets (whether now owned or hereafter
        acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any
        time create, have, acquire, maintain or hold any interest in any Subsidiary.


        
        (P)     maintain at all times the Required Capital
        Amount (as defined in the Receivables Sale Agreement) and refrain from making any dividend,
        distribution, redemption of capital stock or payment of any subordinated indebtedness which
        would cause the Required Capital Amount to cease to be so maintained; and


        
        (Q)    take such other actions as are necessary on its
        part to ensure that the facts and assumptions set forth in the opinion issued by Bryan Cave
        LLP, as counsel for Seller, in connection with the closing or initial Incremental Purchase
        under this Agreement and relating to substantive consolidation issues, and in the
        certificates accompanying such opinion, remain true and correct in all material respects at
        all times.


        
        (j)      
        Collections. Such Seller Party will cause (1)
        all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a
        Collection Account and (2) each Lock-Box and Collection Account to be subject at all times
        to a Collection Account Agreement that is in full force and effect. In the event any
        payments relating to Receivables are remitted directly to Seller or any Affiliate of
        Seller, Seller will remit (or will cause all such payments to be remitted) directly to a
        Collection Bank and deposited into a Collection Account within two (2) Business Days
        following receipt thereof, and, at all times prior to such remittance, Seller will itself
        hold or, if applicable, will cause such payments to be held in trust for the exclusive
        benefit of the Agent and the Purchasers. Seller will maintain exclusive ownership, dominion
        and control (subject to the terms of this Agreement and the applicable Collection Account
        Agreement) of each Lock-Box and Collection Account and shall not grant the right to take
        dominion and control of any Lock-Box or Collection Account at a future time or upon the
        occurrence of a future event to any Person, except to the Agent as contemplated by this
        Agreement.


        
        (k)     
        Taxes. Such Seller Party will file all tax
        returns and reports required by law to be filed by it and will promptly pay all taxes and
        governmental charges at any time owing by it. Seller will pay when due any taxes payable in
        connection with the Receivables, exclusive of taxes on or measured by income or gross
        receipts ofany
        Conduit, the Agent or any Financial Institution.


         


        
        16


         

        
        

        

         


        
        (l)      
        Insurance. Seller will maintain in effect, or
        cause to be maintained in effect, at Seller's own expense, such casualty and liability
        insurance as Seller shall deem appropriate in its good faith business judgment. The Agent,
        for the benefit of the Purchasers, shall be named as an additional insured with respect to
        all such liability insurance maintained by Seller. Seller will pay or cause to be paid, the
        premiums therefor and deliver to the Agent evidence satisfactory to the Agent of such
        insurance coverage. Evidence of each policy shall be furnished to the Agent and any
        Purchaser in certificated form upon the Agent's or such Purchaser's request. The foregoing
        requirements shall not be construed to negate, reduce or modify, and are in addition to,
        Seller's obligations hereunder.


        
        (m)     Payment to
        Originator. With respect to any Receivable purchased by Seller
        from Originator, such sale shall be effected under, and in strict compliance with the terms
        of, the Receivables Sale Agreement,
        including,
        without
        limitation, the terms relating to the amount
        and timing of payments to be made to Originator in respect of the purchase price for such
        Receivable.


        Section
        7.2         Negative Covenants of The
        Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly
        paid in full and this Agreement terminates in accordance with its terms, each Seller Party
        hereby covenants, as to itself, that:


        
        (a)        Name Change, Offices
        and Records. Such Seller Party will not change its name, identity or corporate
        structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC)
        or relocate its chief executive office or any office where Records are kept unless it shall
        have: (i) given the Agent at least thirty (30) days' prior written notice thereof and (ii)
        delivered to the Agent all financing statements, instruments and other documents requested
        by the Agent in connection with such change or relocation.


        
        (b)     Change in Payment Instructions to
        Obligors(c) . Except as may be required by the Agent pursuant to
        Section 8.2(b), such Seller Party will not add
        or terminate any bank as a Collection Bank, or make any change in the instructions to
        Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the
        Agent shall have received, at least ten (10) days before the proposed effective date
        therefor, (i) written notice of such addition, termination or change and (ii) with respect
        to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed
        Collection Account Agreement with respect to the new Collection Account or Lock-Box;
        provided,
        however, that
        the
        Servicer may make changes in instructions to Obligors regarding payments if
        such new instructions require such Obligor to make payments to another existing Collection
        Account.


        
        (c)
        (c)   
        Modifications to Contracts and Credit and Collection Policy. Such Seller Party will
        not, and will not permit Originator to, make any change to the Credit and Collection Policy
        that could adversely affect the collectibility of the Receivables or decrease the credit
        quality of any newly created Receivables. Except as provided in
        Section
        8.2(d),the
        Servicer will not, and will not permit Originator to, extend, amend or
        otherwise modify the terms of any Receivable or any Contract related thereto other than in
        accordance with the Credit and Collection Policy.


        
        (d)        Sales, Liens.
        Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or
        grant any option with respect to, or create or suffer to exist any Adverse Claim upon
        (including, without limitation, the filing of any financing statement) or with respect to,
        any Receivable, Related Security or Collections, or upon or with respect to any Contract
        under which any Receivable arises, or any Lock-Box or Collection Account, or assign any
        right to receive income with respect thereto (other than, in each case, the creation of the
        interests therein in favor of the Agent and the Purchasers provided for herein), and Seller
        will defend the right, title and interest of the Agent and the Purchasers in, to and under
        any of the foregoing property, against all claims of third parties claiming through or
        under Seller or Originator.


        
        (e)        Net Receivables
        Balance. At no time prior to the Amortization Date shall Seller permit the Net
        Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate
        Capital plus (ii) the Aggregate
        Reserves.


        
        (f)        Termination Date
        Determination. Seller will not designate the Termination Date (as defined in the
        Receivables Sale Agreement), or send any written notice to Originator in respect thereof,
        without the prior written consent of the Agent, except with respect to the occurrence of
        such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale
        Agreement.


         


        
        17


         

        
        

        

         


        
        (g)        Restricted Junior
        Payments. From and after the occurrence of any Amortization Event, Seller will not make
        any Restricted Junior Payment if, after giving effect thereto, Seller would fail to meet
        its obligations set forth in Section
        7.2(e).


        ARTICLE
        VIII


         


        
        ADMINISTRATION AND COLLECTION


        Section
        8.1         Designation of Servicer.
        (a) The servicing, administration and collection of the Receivables shall be conducted by
        such Person (the
        "Servicer") so designated
        from time to time in accordance with this Section 8.1. Energizer Battery, Inc. is hereby
        designated as, and hereby agrees to perform the duties and obligations of,
        the
        Servicer pursuant to the terms of this Agreement. Upon the occurrence and
        during the continuance of a Potential Amortization Event or an Amortization Event, the
        Agent may designate as Servicer any Person to succeed Energizer Battery, Inc. or any
        successor Servicer as "Servicer" hereunder. With the prior written consent of the Agent and
        upon the assumption of all of the duties and obligations of
        "Servicer" hereunder by a successor
        Servicer acceptable to the Agent, Energizer Battery, Inc. may resign as
        Servicer.


        
        (b)     In the ordinary course of business and with
        the prior consent of the Agent (which consent shall not be unreasonably withheld), the
        Servicer may delegate any of its duties or responsibilities as Servicer to any Person who
        agrees to conduct such duties or responsibilities in accordance with the Contracts, the
        Credit and Collection Policy and this Agreement. The fees of any Person to whom such duties
        or responsibilities are delegated shall be for the sole account of
        the
        Servicer. Any delegation shall not
        relievethe
        Servicer of its duties, responsibilities or liabilities hereunder and shall
        not constitute a resignation under Section
        8.1(a). Any Collections or other amounts due to the Agent or
        Purchasers hereunder held by any such delegate shall, for the purposes of this Agreement,
        be treated as held by
        the
        Servicer in trust for the holders of the Purchaser Interests. Each agreement
        by which the
        Servicer delegates any of its duties or responsibilities to any other Person
        (including, without limitation, Seller) shall state that if at any time the Agent shall
        designate as Servicer any Person other than such delegating Servicer, all duties and
        responsibilities theretofore delegated by such Servicer to such Person may, at the
        discretion of the Agent, be terminated forthwith on notice given by the Agent to such
        delegating Servicer and such Person. If
        the
        Servicer shall delegate any duties or responsibilities to Seller, Seller
        shall not be permitted to further delegate to any other Person any of such duties or
        responsibilities.


        
        (c)     Notwithstanding the foregoing subsection
        (b), (i) the
        Servicer shall be and remain primarily liable to the Agent and the
        Purchasers for the full and prompt performance of all duties and responsibilities of
        the
        Servicer hereunder and (ii) the Agent and the Purchasers shall be entitled
        to deal exclusively with
        the
        Servicer in matters relating to the discharge by
        the
        Servicer of its duties and responsibilities hereunder. The Agent and the
        Purchasers shall not be required to give notice, demand or other communication to any
        Person other than
        the
        Servicer in order for communication to
        the
        Servicer and its sub-servicer or other delegate with respect thereto to be
        accomplished.
        The
        Servicer shall be responsible for providing any sub-servicer or other
        delegate of the
        Servicer with any notice given
        tothe
        Servicer under this Agreement.


        Section
        8.2         Duties of Servicer.
        (a) The
        Servicer shall take or cause to be taken all such actions as may be
        necessary or advisable to collect each Receivable from time to time, all in accordance with
        applicable laws, rules and regulations, with reasonable care and diligence, and in
        accordance with the Credit and Collection Policy.


        
        (b)     
        The
        Servicer will instruct all Obligors to pay all Collections directly to a
        Lock-Box or Collection Account.
        The
        Servicer shall effect a Collection Account Agreement substantially in the
        form of Exhibit VI with each bank
        maintaining a Collection Account at any time. In the case of any remittances received in
        any Lock-Box or Collection Account that shall have been identified, to the satisfaction
        of the
        Servicer, to not constitute Collections or other proceeds of the Receivables
        or the Related
        Security,the
        Servicer shall promptly remit such items to the Person identified to it as
        being the owner of such remittances. From and after the date the Agent delivers to any
        Collection Bank a Collection Notice pursuant to Section
        8.3, the Agent may request that
        the
        Servicer,
        andthe
        Servicer thereupon promptly shall instruct all Obligors with respect to the
        Receivables, to remit all payments thereon to a new depositary account specified by the
        Agent and, at all times thereafter, Seller and
        the
        Servicer shall not deposit or


         


        
        18


         

        
        

        

         


        otherwise
        credit, and shall not permit any other Person to deposit or otherwise credit to such new
        depositary account any cash or payment item other than Collections.


        
        (c)     
        The
        Servicer shall administer the Collections in accordance with the procedures
        described herein and in Article
        II.
        The
        Servicer shall set aside and hold in trust for the account of Seller and the
        Purchasers their respective shares of the Collections in accordance with
        Article II.
        The
        Servicer shall, upon the request of the Agent, segregate, in a manner
        acceptable to the Agent, all cash, checks and other instruments received by it from time to
        time constituting Collections from the general funds of
        the
        Servicer or Seller prior to the remittance thereof in accordance with
        Article II. If
        the
        Servicer shall be required to segregate Collections pursuant to the
        preceding sentence,
        the
        Servicer shall segregate and deposit with a bank designated by the Agent
        such allocable share of Collections of Receivables set aside for the Purchasers on the
        first Business Day following receipt by
        the
        Servicer of such Collections, duly endorsed or with duly executed
        instruments of transfer.


        
        (d)     
        The
        Servicer may, in accordance with the Credit and Collection Policy, extend
        the maturity of any Receivable or adjust the Outstanding Balance of any Receivable
        asthe
        Servicer determines to be appropriate to maximize Collections
        thereof; provided,
        however, that such extension or adjustment
        shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off
        Receivable or limit the rights of the Agent or the Purchasers under this Agreement.
        Notwithstanding anything to the contrary contained herein, the Agent shall have the
        absolute and unlimited right to direct
        the
        Servicer to commence or settle any legal action with respect to any
        Receivable or to foreclose upon or repossess any Related Security.


        
        (e)     
        The
        Servicer shall hold in trust for Seller and the Purchasers all Records that
        (i) evidence or relate to the Receivables, the related Contracts and Related Security or
        (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as
        practicable upon demand of the Agent at any time following a Potential Amortization Event,
        deliver or make available to the Agent all such Records, at a place selected by the
        Agent. The
        Servicer shall, as soon as practicable following receipt thereof turn over
        to Seller any cash collections or other cash proceeds received with respect to Indebtedness
        not constituting Receivables and belonging to Seller.
        The
        Servicer shall, from time to time at the request of any Purchaser, furnish
        to the Purchasers (promptly after any such request) a calculation of the amounts set aside
        for the Purchasers pursuant to Article
        II.


        
        (f)      Any payment by an Obligor in respect
        of any indebtedness owed by it to Originator or Seller shall, except as otherwise specified
        by such Obligor or otherwise required by contract or law or unless otherwise permitted by
        the Agent, be applied as a Collection of any Receivable of such Obligor (starting with the
        oldest such Receivable) to the extent of any amounts then due and payable thereunder before
        being applied to any other receivable or other obligation of such Obligor.


        Section
        8.3         Collection Notices. The
        Agent is authorized, at any time during the continuance of a Potential Amortization Event,
        to date and to deliver to the Collection Banks the Collection Notices. Seller hereby
        transfers to the Agent for the benefit of the Purchasers, effective when the Agent delivers
        such notice, the exclusive ownership and control of each Lock-Box and the Collection
        Accounts. In case any authorized signatory of Seller whose signature appears on a
        Collection Account Agreement shall cease to have such authority before the delivery of such
        notice, such Collection Notice shall nevertheless be valid as if such authority had
        remained in force. Seller hereby authorizes the Agent, and agrees that the Agent shall be
        entitled to, following the delivery of the Collection Notices, (i) endorse Seller's name on
        checks and other instruments representing Collections, (ii) enforce the Receivables, the
        related Contracts and the Related Security and (iii) take such action as shall be necessary
        or desirable to cause all cash, checks and other instruments constituting Collections of
        Receivables to come into the possession of the Agent rather than Seller.


        Section
        8.4         Responsibilities of Seller.
        Anything herein to the contrary notwithstanding, the exercise by the Agent and the
        Purchasers of their rights hereunder shall not
        releasethe
        Servicer, Originator or Seller from any of their duties or obligations with
        respect to any Receivables or under the related Contracts. The Purchasers shall have no
        obligation or liability with respect to any Receivables or related Contracts, nor shall any
        of them be obligated to perform the obligations of Seller.


        Section
        8.5         Reports.
        The
        Servicer shall prepare and forward to
        theAgent and each Funding
        Agent (i) on the tenth day of each month and at such times as the Agent
        shall request, a Monthly Report and (ii) at such times as the


         


        
        19


         

        
        

        

         


        Agent
        shall request, a listing by Obligor of all Receivables together with an aging of such
        Receivables and (iii) on the twenty-second day of each month and at such times as the Agent
        shall request, an Interim Report.


        Section
        8.6         Servicing Fees. In
        consideration of Energizer Battery, Inc.'s agreement to act as Servicer hereunder, the
        Purchasers hereby agree that, so long as Energizer Battery, Inc. shall continue to perform
        as Servicer hereunder, Seller shall pay over to Energizer Battery, Inc., as compensation
        for its servicing activities, a fee (the "Servicing
        Fee") on the first calendar day of each month, in arrears for the
        immediately preceding month, at such rate as Energizer Battery, Inc. and Seller shall agree
        upon from time to time on fair and reasonable basis and no less favorable to Energizer
        Battery, Inc. or Seller than a rate Energizer Battery, Inc. or Seller could obtain in an
        arm's-length transaction for servicing with a Person other than Energizer Battery, Inc. or
        Seller.


        ARTICLE
        IX


         


        
        AMORTIZATION EVENTS


        Section
        9.1         Amortization Events. The
        occurrence of any one or more of the following events shall constitute an Amortization
        Event:


        
        (a)     Any Seller Party shall fail (i) to make any
        payment or deposit required hereunder when due, or (ii) to perform or observe any term,
        covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph
        (a) and paragraph 9.1(e)) and such failure shall continue for three (3) consecutive
        Business Days.


        
        (b)     Any representation, warranty, certification
        or statement made by any Seller Party or Provider in this Agreement, any other Transaction
        Document or in any other document delivered pursuant hereto or thereto shall prove to have
        been incorrect when made or deemed made.


        
        (c)     Failure of Seller to pay any Indebtedness
        when due or the failure of any other Seller Party or Provider to pay Indebtedness (other
        than Indebtedness hereunder), which individually or together with other such Indebtedness
        as to which any failure exists (other than Indebtedness hereunder) has an aggregate
        outstanding principal amount equal to or greater than $30,000,000, when due; or the default
        by any Seller Party in the performance of any term, provision or condition contained in any
        agreement under which any such Indebtedness was created or is governed, the effect of which
        is to cause, or to permit the holder or holders of such Indebtedness to cause, such
        Indebtedness to become due prior to its stated maturity; or any such Indebtedness of any
        Seller Party or Provider shall be declared to be due and payable or required to be prepaid
        (other than by a regularly scheduled payment) prior to the date of maturity
        thereof.


        
        (d)     Any Seller Party, any Subsidiary of Seller,
        Provider or any Material Provider Subsidiary shall generally not pay its debts as such
        debts become due or shall admit in writing its inability to pay its debts generally or
        shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall
        be instituted by or against any Seller Party, any Subsidiary of Seller, Provider or any
        Material Provider Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking
        liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or
        composition of it or its debts under any law relating to bankruptcy, insolvency or
        reorganization or relief of debtors, or seeking the entry of an order for relief or the
        appointment of a receiver, trustee or other similar official for it or any substantial part
        of its property; provided that in the event any such proceeding shall have been instituted
        against such Seller Party, Subsidiary of Seller, Provider or Material Provider Subsidiary,
        such proceeding shall have continued undismissed, or unstayed and in effet, for a period of
        60 consecutive days or (iii) any Seller Party, any Subsidiary of Seller, Provider or any
        Material Provider Subsidiary shall take any corporate action to authorize any of the
        actions set forth in clauses (i) or (ii) above in this subsection (d).


        
        (e)     Seller shall fail to comply with the terms ofSection 2.6 hereof.



        
        (f)      As at the end of (i) any calendar
        month between and including the months of February and July, the three month rolling
        average of the Delinquency Ratio shall exceed 19.0%, (ii) any calendar month between and
        including the months of August and January, the three month rolling average of the
        Delinquency Ratio shall exceed
        7.5
        16.5%, (iii) any calendar month, the
        three month rolling average of the Loss-to-Liquidation Ratio shall exceed 4.5%, (iv) any
        calendar month between and including the months of November and May, the three


         


        
        20


         

        
        

        

         


        month
        rolling average of the Dilution Ratio shall exceed 25.0%, (v) any calendar month between
        and including the months of June and October, the three month rolling average of the
        Dilution Ratio shall exceed 32.0%, and (vi) any calendar month, the three month rolling
        average of the Payment Rate shall be less than 38.0%.


        
        (g)     A Change of Control with respect to
        Originator, Provider or any Seller Party shall occur.


        
        (h)     (i) One or more final judgments for the
        payment of money shall be entered against Seller or (ii) one or more final judgments for
        the payment of money in an amount in excess of $30,000,000, individually or in the
        aggregate, shall be entered against
        the
        Servicer on claims not covered by insurance or as to which the insurance
        carrier has denied its responsibility, and such judgment shall continue unsatisfied and in
        effect for fifteen (15) consecutive days without a stay of execution.


        
        (i)      The "Termination Date" under and as
        defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement
        or Originator shall for any reason cease to transfer, or cease to have the legal capacity
        to transfer, or otherwise be incapable of transferring Receivables to Seller under the
        Receivables Sale Agreement.


        
        (j)      This Agreement shall terminate in
        whole or in part (except in accordance with its terms), or shall cease to be effective or
        to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall
        directly or indirectly contest in any manner such effectiveness, validity, binding nature
        or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a
        valid and perfected first priority security interest in the Receivables, the Related
        Security and the Collections with respect thereto and the Collection Accounts.


        
        (k)     Provider shall fail to perform or observe
        any term, covenant or agreement required to be performed by it under the Performance
        Undertaking, or the Performance Undertaking shall cease to be effective or to be the
        legally valid, binding and enforceable obligation of Provider, or Provider shall directly
        or indirectly contest in any manner such effectiveness, validity, binding nature or
        enforceability.


        
        (l)      Provider shall fail to perform or
        observe the covenants set forth in Section 7.4 of the
        5-Year
        Revolving Credit Agreement, dated as of
        March 30,
        2000,November 16,
        2004, as such revolving credit agreement may be amended,
        restated, supplemented or otherwise modified from time to time, among
        Ralston Purina Company, Bank
        Onethe Provider, JPMorgan
        Chase Bank,
        NA
        N.A.,
        asadministrative
        agent, Bank of America, N.A., as syndication agent,
        Citibank, N.A., as documentation
        agent, and the financial institutions parties
        thereto, which agreement has been
        assigned by Ralston Purina Company to, and assumed by, Provider pursuant to the Debt
        Assignment, Assumption and Release Agreement, dated as of April 1, 2000, among Ralston
        Purina Company, Provider and Bank One, NA. For the
        purposes of this Agreement, such covenants shall survive the termination of such revolving
        credit agreement and any amendment, restatement, supplement or other modification thereof
        occurring while JPMorgan Chase Bank, N.A. is not the agent thereunder shall have no
        effect.


        Section
        9.2         Remedies. Upon the
        occurrence and during the continuation of an Amortization Event, the Agent may, or upon the
        direction of any Funding Agent on behalf
        of the
        Required
        Financial Institutionsin its
        Conduit Groups shall, take any of the following actions:
        (i) replace the Person then acting as Servicer, (ii) declare the Amortization Date to have
        occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or
        further notice of any kind, all of which are hereby expressly waived by each Seller Party;
        provided, however, that upon the occurrence of an Amortization Event described in Section
        9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any
        Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically
        occur, without demand, protest or any notice of any kind, all of which are hereby expressly
        waived by each Seller Party, (iii) to the fullest extent permitted by applicable law,
        declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids
        outstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, and
        (v) notify Obligors of the Purchasers' interest in the Receivables. The aforementioned
        rights and remedies shall be without limitation, and shall be in addition to all other
        rights and remedies of the Agent, the
        Funding Agents and the Purchasers otherwise available
        under any other provision of this Agreement, by operation of law, at equity or otherwise,
        all of which are hereby expressly preserved, including, without limitation, all rights and
        remedies provided under the UCC, all of which rights shall be cumulative.


         


        
        21


         

        
        

        

         


        ARTICLE
        X


         


        
        INDEMNIFICATION


        Section
        10.1       Indemnities by The Seller Parties.
        Without limiting any other rights that the Agent or any Purchaser may have hereunder or
        under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the
        Agent, each Funding Agent, each
        Funding Source and each Purchaser and their respective
        assigns, officers, directors, agents and employees (each an
        "Indemnified Party") from and against
        any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other
        amounts payable, including reasonable attorneys' fees (which attorneys may be employees of
        the Agent, such Funding Agent, such
        Funding Source or such Purchaser) and disbursements (all
        of the foregoing being collectively referred to as "Indemnified
        Amounts") awarded against or incurred by any of them arising out
        of or as a result of this Agreement or the acquisition, either directly or indirectly, by a
        Purchaser of an interest in the Receivables, and (B)
        the
        Servicer hereby agrees to indemnify (and pay upon demand to) each
        Indemnified Party for Indemnified Amounts awarded against or incurred by any of them
        arising out
        ofthe
        Servicer's activities as Servicer hereunder excluding, however, in all of
        the foregoing instances under the preceding clauses (A) and (B):


        
        (i)  Indemnified Amounts to the extent a final judgment of a court
        of competent jurisdiction holds that such Indemnified Amounts resulted from gross
        negligence or willful misconduct on the part of the Indemnified Party seeking
        indemnification;


        
        (ii)  Indemnified Amounts to the extent the same includes losses
        in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy
        or lack of creditworthiness of the related Obligor; or


        
        (iii) taxes imposed by the jurisdiction in which such Indemnified
        Party's principal executive office is located, on or measured by the overall net income of
        such Indemnified Party to the extent that the computation of such taxes is consistent with
        the characterization for income tax purposes of the acquisition by the Purchasers of
        Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the
        Receivables, the Related Security, the Collection Accounts and the Collections;


        
        provided, however,
        that nothing contained in this sentence shall limit the liability of any
        Seller Party or limit the recourse of the Purchasers to any Seller Party for amounts
        otherwise specifically provided to be paid by such Seller Party under the terms of this
        Agreement. Without limiting the generality of the foregoing indemnification, Seller shall
        indemnify each Indemnified Party for Indemnified Amounts (including, without limitation,
        losses in respect of uncollectible receivables, regardless of whether reimbursement
        therefor would constitute recourse to Seller or
        the
        Servicer) relating to or resulting from:


        
        (i)  any representation or warranty made by any Seller Party,
        Provider or Originator (or any officers of any such Person) under or in connection with
        this Agreement, any other Transaction Document or any other information or report delivered
        by any such Person pursuant hereto or thereto, which shall have been false or incorrect
        when made or deemed made;


        
        (ii)  the failure by Seller,
        the
        Servicer, Provider or Originator to comply with any applicable law, rule or
        regulation with respect to any Receivable or Contract related thereto, or the nonconformity
        of any Receivable or Contract included therein with any such applicable law, rule or
        regulation or any failure of Originator to keep or perform any of its obligations, express
        or implied, with respect to any Contract;


        
        (iii) any failure of
        Seller,the
        Servicer, Provider or Originator to perform its duties, covenants or other
        obligations in accordance with the provisions of this Agreement or any other Transaction
        Document;


         


        
        22


         

        
        

        

         


        
        (iv) any products liability, personal injury or damage suit, or other
        similar claim arising out of or in connection with merchandise, insurance or services that
        are the subject of any Contract or any Receivable;


        
        (v)  any dispute, claim, offset or defense (other than discharge
        in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including,
        without limitation, a defense based on such Receivable or the related Contract not being a
        legal, valid and binding obligation of such Obligor enforceable against it in accordance
        with its terms), or any other claim resulting from the sale of the merchandise or service
        related to such Receivable or the furnishing or failure to furnish such merchandise or
        services;


        
        (vi) the commingling of Collections of Receivables at any time with
        other funds;


        
        (vii)any investigation, litigation or proceeding related to or arising from
        this Agreement or any other Transaction Document, the transactions contemplated hereby, the
        use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the
        Purchaser Interests or any other investigation, litigation or proceeding relating to
        Seller, the
        Servicer, Provider or Originator in which any Indemnified Party becomes
        involved as a result of any of the transactions contemplated hereby;


        
        (viii)           any
        inability to litigate any claim against any Obligor in respect of any Receivable as a
        result of such Obligor being immune from civil and commercial law and suit on the grounds
        of sovereignty or otherwise from any legal action, suit or proceeding;


        
            	
                        
                         

                    	
                        
                        (ix)

                    	
                        
                        any Amortization Event described in
                        Section 9.1(d);

                    


        


        
        (x)  any failure of Seller to acquire and maintain legal and
        equitable title to, and ownership of any Receivable and the Related Security and
        Collections with respect thereto from Originator, free and clear of any Adverse Claim
        (other than as created hereunder); or any failure of Seller to give reasonably equivalent
        value to Originator under the Receivables Sale Agreement in consideration of the transfer
        by Originator of any Receivable, or any attempt by any Person to void such transfer under
        statutory provisions or common law or equitable action;


        
        (xi) any failure to vest and maintain vested in the Agent for the
        benefit of the Purchasers, or to transfer to the Agent for the benefit of the Purchasers,
        legal and equitable title to, and ownership of, a first priority perfected undivided
        percentage ownership interest (to the extent of the Purchaser Interests contemplated
        hereunder) or security interest in the Receivables, the Related Security and the
        Collections, free and clear of any Adverse Claim (except as created by the Transaction
        Documents);


        
        (xii)the failure to have filed, or any delay in filing, financing statements
        or other similar instruments or documents under the UCC of any applicable jurisdiction or
        other applicable laws with respect to any Receivable, the Related Security and Collections
        with respect thereto, and the proceeds of any thereof, whether at the time of any
        Incremental Purchase or Reinvestment or at any subsequent time;


        
        (xiii)           any
        action or omission by any Seller Party or Provider which reduces or impairs the rights of
        the Agent or the Purchasers with respect to any Receivable or the value of any such
        Receivable;


        
        (xiv)           any
        attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under
        statutory provisions or common law or equitable action; and


         


        
        23


         

        
        

        

         


        
        (xv)the failure of any Receivable included in the calculation of the Net
        Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so
        included.


        Section
        10.2       Increased Cost and Reduced Return. If
        after the date hereof, any Funding Source shall be charged any fee, expense or increased
        cost on account of the adoption of any applicable law, rule or regulation (including any
        applicable law, rule or regulation regarding capital adequacy), any accounting principles
        or any change in any of the foregoing, or any change in the interpretation or
        administration thereof by the Financial Accounting Standards Board ("FASB"), any
        governmental authority, any central bank or any comparable agency charged with the
        interpretation or administration thereof, or compliance with any request or directive
        (whether or not having the force of law) of any such authority or agency (a
        "Regulatory Change"): (i) that subjects
        any Funding Source to any charge or withholding on or with respect to any Funding Agreement
        or a Funding Source's obligations under a Funding Agreement, or on or with respect to the
        Receivables, or changes the basis of taxation of payments to any Funding Source of any
        amounts payable under any Funding Agreement (except for changes in the rate of tax on the
        overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that
        imposes, modifies or deems applicable any reserve, assessment, insurance charge, special
        deposit or similar requirement against assets of, deposits with or for the account of a
        Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or
        (iii) that imposes any other condition the result of which is to increase the cost to a
        Funding Source of performing its obligations under a Funding Agreement, or to reduce the
        rate of return on a Funding Source's capital as a consequence of its obligations under a
        Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding
        Source under a Funding Agreement or to require any payment calculated by reference to the
        amount of interests or loans held or interest received by it, then, upon demand by the
        Agent, Seller shall pay to the relevant
        Funding Agent, for the benefit of the relevant Funding
        Sourcewith respect to such Funding Agent's
        Conduit Group, such amounts charged to such Funding Source
        or such amounts to otherwise compensate such Funding Source for such increased cost or such
        reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or
        any other change in accounting standards or the issuance of any other pronouncement,
        release or interpretation, causes or required the consolidation of all or a portion of the
        assets and liabilities of Company or Seller with the assets and liabilities of the Agent,
        any Financial Institution or any other Funding Source, such event shall constitute a
        circumstance on which such Funding Source may base a claim for reimbursement under this
        Section.


        Section
        10.3       Other Costs and Expenses. Seller shall
        pay to the Agent, the Funding
        Agents
        andeach
        Conduit on demand all reasonable out-of-pocket costs and expenses in
        connection with the preparation, execution, delivery and administration of this Agreement,
        the transactions contemplated hereby and the other documents to be delivered hereunder,
        including without limitation, the cost of
        each Conduit's
        auditors auditing the books, records and procedures of Seller, reasonable fees and
        out-of-pocket expenses of legal counsel for
        Conduit
        the Conduits, the Funding Agents and the
        Agent (which such counsel may be employees of
        any
        Conduit, a Funding
        Agent or the Agent) with respect thereto and with respect
        to advising
        Conduit
        the Conduits, the Funding Agents and the
        Agent as to their respective rights and remedies under this Agreement. Seller shall pay to
        the Agent (in the case of costs and expenses
        incurred by the Agent) or the relevant Funding Agent (in the case of costs and expenses
        incurred by the Purchasers in the related Conduit Group)
        on demand any and all costs and expenses of the Agent and the Purchasers, if
        any, including reasonable counsel fees and expenses in connection with the enforcement of
        this Agreement and the other documents delivered hereunder and in connection with any
        restructuring or workout of this Agreement or such documents, or the administration of this
        Agreement following an Amortization Event. Seller shall reimburse
        any Conduit on
        demand for all other costs and expenses incurred
        bysuch
        Conduit ("Other Costs"),
        including, without limitation, the cost of auditing
        such Conduit's
        books by certified public accountants, the cost of rating
        the
        its Commercial Paper by independent
        financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel
        for such
        Conduit or any counsel for any shareholder of
        such Conduit with
        respect to advisingsuch
        Conduit or such shareholder as to matters relating
        tosuch
        Conduit's operations.


        Section
        10.4       Allocations.
        Each Conduit shall
        allocate the liability for Other Costs among Seller and other Persons with whom Conduit has
        entered into agreements to purchase interests in receivables
        ("Other Sellers"). If any Other Costs
        are attributable to Seller and not attributable to any Other Seller, Seller shall be solely
        liable for such Other Costs. However, if Other Costs are attributable to Other Sellers and
        not attributable to Seller, such Other Sellers shall be solely liable for such Other Costs.
        All allocations to be made pursuant to the foregoing provisions of this Article X shall be
        made by the relevant
        Conduit in its sole discretion on a reasonable basis and shall be binding on
        Seller andthe
        Servicer.


         


        
        24


         

        
        

        

         


        ARTICLE
        XI


         


        THE
        AGENT


        Section
        11.1       Authorization and Action. Each
        Purchaser hereby designates and appoints JPMorgan Chase Bank, N.A. to act as its agent
        hereunder and under each other Transaction Document, and authorizes the Agent to take such
        actions as agent on its behalf and to exercise such powers as are delegated to the Agent by
        the terms of this Agreement and the other Transaction Documents together with such powers
        as are reasonably incidental thereto. The Agent shall not have any duties or
        responsibilities, except those expressly set forth herein or in any other Transaction
        Document, or any fiduciary relationship with any Purchaser, and no implied covenants,
        functions, responsibilities, duties, obligations or liabilities on the part of the Agent
        shall be read into this Agreement or any other Transaction Document or otherwise exist for
        the Agent. In performing its functions and duties hereunder and under the other Transaction
        Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor
        shall be deemed to have assumed any obligation or relationship of trust or agency with or
        for any Seller Party or any of such Seller Party's successors or assigns. The Agent shall
        not be required to take any action that exposes the Agent to personal liability or that is
        contrary to this Agreement, any other Transaction Document or applicable law. The
        appointment and authority of the Agent hereunder shall terminate upon the indefeasible
        payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to
        execute each of the Uniform Commercial Code financing statements on behalf of such
        Purchaser (the terms of which shall be binding on such Purchaser).


        Section
        11.2       Delegation of Duties. The Agent may
        execute any of its duties under this Agreement and each other Transaction Document by or
        through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning
        all matters pertaining to such duties. The Agent shall not be responsible for the
        negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
        care.


        Section
        11.3       Exculpatory Provisions. Neither the
        Agent nor any of its directors, officers, agents or employees shall be (i) liable for any
        action lawfully taken or omitted to be taken by it or them under or in connection with this
        Agreement or any other Transaction Document (except for its, their or such Person's own
        gross negligence or willful misconduct), or (ii) responsible in any manner to any of the
        Purchasers for any recitals, statements, representations or warranties made by any Seller
        Party or Provider contained in this Agreement, any other Transaction Document or any
        certificate, report, statement or other document referred to or provided for in, or
        received under or in connection with, this Agreement, or any other Transaction Document or
        for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this
        Agreement, or any other Transaction Document or any other document furnished in connection
        herewith or therewith, or for any failure of any Seller Party or Provider to perform its
        obligations hereunder or thereunder, or for the satisfaction of any condition specified in
        Article VI, or for the perfection, priority, condition, value or sufficiency of any
        collateral pledged in connection herewith. The Agent shall not be under any obligation to
        any Purchaser to ascertain or to inquire as to the observance or performance of any of the
        agreements or covenants contained in, or conditions of, this Agreement or any other
        Transaction Document, or to inspect the properties, books or records of the Seller Parties
        or Provider. The Agent shall not be deemed to have knowledge of any Amortization Event or
        Potential Amortization Event unless the Agent has received notice from Seller or a
        Purchaser.


        Section
        11.4       Reliance by Agent. The Agent shall in
        all cases be entitled to rely, and shall be fully protected in relying, upon any document
        or conversation believed by it to be genuine and correct and to have been signed, sent or
        made by the proper Person or Persons and upon advice and statements of legal counsel
        (including, without limitation, counsel to Seller), independent accountants and other
        experts selected by the Agent. The Agent shall in all cases be fully justified in failing
        or refusing to take any action under this Agreement or any other Transaction Document
        unless it shall first receive such advice or concurrence of
        Conduit or the
        Requiredthe Funding Agents
        on behalf of the Financial
        Institutionsin their respective Conduit
        Groups or all of the Purchasers, as applicable, as it
        deems appropriate and it shall first be indemnified to its satisfaction by the Purchasers,
        provided that unless and until the Agent shall have received such advice, the Agent may
        take or refrain from taking any action, as the Agent shall deem advisable and in the best
        interests of the Purchasers. The Agent shall in all cases be fully protected in acting, or
        in refraining from acting, in accordance with a request of
        Conduit or the
        Requiredall Funding Agents
        on behalf of the Financial
        Institutionsin their respective Conduit
        Groups or all of the Purchasers, as applicable, and such
        request and any action taken or failure to act pursuant thereto shall be binding upon all
        the Purchasers.


         


        
        25


         

        
        

        

         


        Section
        11.5       Non-Reliance on Agent and Other
        Purchasers. Each Purchaser expressly acknowledges that neither the Agent, nor any of
        its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any
        representations or warranties to it and that no act by the Agent hereafter taken,
        including, without limitation, any review of the affairs of any Seller Party or Provider,
        shall be deemed to constitute any representation or warranty by the Agent. Each Purchaser
        represents and warrants to the Agent that it has and will, independently and without
        reliance upon the Agent or any other Purchaser and based on such documents and information
        as it has deemed appropriate, made its own appraisal of and investigation into the
        business, operations, property, prospects, financial and other conditions and
        creditworthiness of Seller and made its own decision to enter into this Agreement, the
        other Transaction Documents and all other documents related hereto or thereto.


        Section
        11.6       Reimbursement and Indemnification. The
        Financial Institutions agree to reimburse and indemnify the Agent and its officers,
        directors, employees, representatives and agents ratably according to their Pro Rata
        Sharesand the Purchase Pro Rata Shares of
        their respective Conduit Groups, to the extent not paid or
        reimbursed by the Seller Parties (i) for any amounts for which the Agent, acting in its
        capacity as Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii)
        for any other expenses incurred by the Agent, in its capacity as Agent and acting on behalf
        of the Purchasers, in connection with the administration and enforcement of this Agreement
        and the other Transaction Documents.


        Section
        11.7       Agent in its Individual Capacity. The
        Agent and its Affiliates may make loans to, accept deposits from and generally engage in
        any kind of business with Seller or any Affiliate of Seller as though the Agent were not
        the Agent hereunder. With respect to the acquisition of Purchaser Interests pursuant to
        this Agreement, the Agent shall have the same rights and powers under this Agreement in its
        individual capacity as any Purchaser and may exercise the same as though it were not the
        Agent, and the terms "Financial Institution," "Purchaser," "Financial Institutions" and
        "Purchasers" shall include the Agent in its individual capacity.


        Section
        11.8       Successor Agent. The Agent may, upon
        thirty days' notice to Seller and the Purchasers, and the Agent will, upon the direction of
        all of the Purchasers (other than the Agent, in its individual capacity) resign as Agent.
        If the Agent shall resign, then the
        Required
        Funding Agents, acting on behalf of the
        Financial Institutionsin
        their respective Conduit Groups, during such thirty-day
        period shallcollectively
        appoint from among the Purchasers a successor agent. If for any reason no
        successor Agent is
        collectively
        appointed by the
        Required
        Funding Agents, acting on behalf of the
        Financial Institutionsin
        their respective Conduit Groups, during such thirty-day
        period, then effective upon the termination of such thirty-day period, the Purchasers shall
        perform all of the duties of the Agent hereunder and under the other Transaction Documents
        and Seller
        andthe
        Servicer (as applicable) shall make all payments in respect of the Aggregate
        Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with
        the Purchasers. After the effectiveness of any retiring Agent's resignation hereunder as
        Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and
        under the other Transaction Documents and the provisions of this Article XI and Article X
        shall continue in effect for its benefit with respect to any actions taken or omitted to be
        taken by it while it was Agent under this Agreement and under the other Transaction
        Documents.


        ARTICLE
        XII


         


        
        ASSIGNMENTS; PARTICIPATIONS


        Section
        12.1       Assignments. (a) Seller,
        the
        Servicer, Agent and each Financial Institution hereby agree and consent to
        the complete or partial assignment by
        a Conduit of all
        or any portion of its rights under, interest in, title to and obligations under this
        Agreement to any Funding Source or, with the consent of the Seller (which consent shall not
        be unreasonably withheld), to any other Person, and upon such assignment,
        such Conduit shall
        be released from its obligations so assigned. Further, Seller,
        the
        Servicer, the Agent and each Financial Institution hereby agree that any
        assignee of such
        Conduit of this Agreement or all or any of the Purchaser Interests
        ofsuch
        Conduit shall have all of the rights and benefits under this Agreement as if
        the
        term
        terms "Falcon," "Gotham," "Victory, and/or
        "Conduit"
        ," as applicable, explicitly referred to
        such party (provided that the Purchaser Interests of any such assignee shall accrue Yield
        pursuant to Section 4.1), and no such assignment shall in any way impair the rights and
        benefits of such
        Conduit hereunder. Neither Seller
        northe
        Servicer shall have the right to assign its rights or obligations under this
        Agreement.


         


        
        26


         

        
        

        

         


        
        (b)     Any Financial Institution may at any time
        and from time to time assign to one or more Persons ("Purchasing
        Financial Institutions") all or any part of its rights and
        obligations under this Agreement pursuant to an assignment agreement, substantially in the
        form set forth in Exhibit VII hereto
        (the "Assignment Agreement") executed by
        such Purchasing Financial Institution and such selling Financial Institution. The consent
        of each
        Conduit shall be required prior to the effectiveness of any such assignment;
        and, in the event of any such assignment by any Financial Institution, other than to an
        Affiliate of such Financial Institution, another Financial Institution or an Affiliate of
        another Financial Institution, the consent of Seller (which consent shall not be
        unreasonably withheld) shall be required prior to the effectiveness of any such assignment.
        Each assignee of a Financial Institution must (i) have a short-term debt rating of A-1 or
        better by Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, Inc. and
        (ii) agree to deliver to the Agent, promptly following any request therefor by the Agent
        or any
        Conduit, an enforceability opinion in form and substance satisfactory to the
        Agent andsuch
        Conduit. Upon delivery of the executed Assignment Agreement to the Agent,
        such selling Financial Institution shall be released from its obligations hereunder to the
        extent of such assignment. Thereafter the Purchasing Financial Institution shall for all
        purposes be a Financial Institution party to this Agreement and shall have all the rights
        and obligations of a Financial Institution under this Agreement to the same extent as if it
        were an original party hereto and no further consent or action by Seller, the Purchasers or
        the Agent shall be required.


        
        (c)     Each of the Financial Institutions agrees
        that in the event that it shall cease to have a short-term debt rating of A-1 or better by
        Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, Inc. (an
        "Affected Financial Institution"), such
        Affected Financial Institution shall be obliged, at the request of
        any Conduit or the
        Agent, to assign all of its rights and obligations hereunder to (x) another Financial
        Institution or (y) another funding entity nominated by the Agent and acceptable
        tosuch
        Conduit, and willing to participate in this Agreement through the Liquidity
        Termination Date in the place of such Affected Financial Institution;
        provided that the Affected Financial
        Institution (or the relevant Funding Agent
        on behalf of the Affected Financial Institution) receives
        payment in full, pursuant to an Assignment Agreement, of an amount equal to such Financial
        Institution's Pro Rata Share of the
        Aggregate
        Capital and Yield owing to the Financial Institutions
        in the same Conduit Group
        and all accrued but unpaid fees and other costs and expenses payable in
        respect of its Pro Rata Share of the Purchaser Interests of
        the
        such Financial Institutions.


        Section
        12.2       Participations. Any Financial
        Institution may, in the ordinary course of its business at any time sell to one or more
        Persons (each a "Participant")
        participating interests in its Pro Rata Share of the Purchaser Interests of the Financial
        Institutionsin the same Conduit
        Group, its obligation hereunderor any other interest of
        such Financial Institution hereunder. Notwithstanding any such sale by a Financial
        Institution of a participating interest to a Participant, such Financial Institution's
        rights and obligations under this Agreement shall remain unchanged, such Financial
        Institution shall remain solely responsible for the performance of its obligations
        hereunder, and Seller,
        each
        Conduit, the relevant Funding
        Agent and the Agent shall continue to deal solely and
        directly with such Financial Institution in connection with such Financial Institution's
        rights and obligations under this Agreement. Each Financial Institution agrees that any
        agreement between such Financial Institution and any such Participant in respect of such
        participating interest shall not restrict such Financial Institution's right to agree to
        any amendment, supplement, waiver or modification to this Agreement, except for any
        amendment, supplement, waiver or modification described in Section 14.1(b)(i).


        ARTICLE
        XIII


         


        
        {RESERVED}


        ARTICLE
        XIV


         


        
        MISCELLANEOUS


        Section
        14.1       Waivers and Amendments. (a) No failure
        or delay on the part of the Agent or any Purchaser in exercising any power, right or remedy
        under this Agreement shall operate as a waiver thereof, nor shall any single or partial
        exercise of any such power, right or remedy preclude any other further exercise thereof or
        the exercise of any other power, right or remedy. The rights and remedies herein provided
        shall be cumulative and nonexclusive of any


         


        
        27


         

        
        

        

         


        rights or
        remedies provided by law. Any waiver of this Agreement shall be effective only in the
        specific instance and for the specific purpose for which given.


        
        (b)     No provision of this Agreement may be
        amended, supplemented, modified or waived except in writing in accordance with the
        provisions of this Section
        14.1(b).
        Each Conduit,
        Seller, the Funding Agents
        and the Agent, at the direction of
        all Funding Agents on behalf of
        theRequired
        Financial Institutionsin
        their respective Conduit Groups, may enter into written
        modifications or waivers of any provisions of this Agreement,
        provided,
        however, that no such modification or waiver
        shall:


        
        (i)  without the consent of each affected Purchaser, (A) extend
        the Liquidity Termination Date or the date of any payment or deposit of Collections by
        Seller or the
        Servicer, (B) reduce the rate or extend the time of payment of Yield or any
        CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to the Agent
        for the benefit of the Purchasers, (D) except pursuant to Article
        XII hereof, change the amount of the Capital of any Purchaser,
        any Financial Institution's Pro Rata Share (other than, to the extent applicable in each
        case, pursuant to Section 4.6 or the
        terms of the Liquidity Agreement or any other Funding
        Agreement), any Conduit Group's Purchase Pro
        Rata Share (other than, to the extent applicable, pursuant to Section 4.6) or Reduction Pro
        Rata Share or any Financial Institution's Commitment, (E)
        amend, modify or waive any provision of
        the definition of Required Financial
        Institutions, Section 4.6
        or this Section
        14.1(b)or any provision relating to the
        number of Conduits or Conduit Groups required to take any action under or waive any
        provision in this Agreement, (F) consent to or permit the
        assignment or transfer by Seller of any of its rights and obligations under this Agreement,
        (G) change the definition of "Eligible Receivable," "Loss Reserve," "Loss-to-Liquidation
        Ratio,"or "Loss Percentage" or (H) amend or modify any defined term (or any defined term
        used directly or indirectly in such defined term) used in clauses (A) through (G) above in
        a manner that would circumvent the intention of the restrictions set forth in such
        clauses;


        
        (ii)  without the written consent of the then Agent, amend, modify
        or waive any provision of this Agreement if the effect thereof is to affect the rights or
        duties of such Agent; or


        
        (iii) without the written consent of the then Servicer, amend, modify
        or waive any provision of Article VIII
        if the effect thereof is to affect the rights or duties of such
        Servicer.                 


        
        Notwithstanding the foregoing, (i) without the consent of the Financial
        Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to
        add additional Persons as Financial Institutions
        hereunderand
        ; (ii) the Agent, the
        Required
        Funding Agents on behalf of the
        Financial Institutions
        and
        in their respective Conduit Groups and each
        Conduit may enter into amendments to modify any of the terms or provisions
        of Article XI,
        Article XII,
        Article
        XIII,
        Section 14.13 or any other provision of this
        Agreement without the consent of Seller, provided that such amendment has no negative
        impact upon Seller. Any modification or waiver made in accordance with this
        Section 14.1 shall apply to each of the
        Purchasers equally and shall be binding upon Seller, the
        Purchasersand the
        Agent, the Funding Agents
        and the Agent; and (iii) the Agent, acting upon the direction of both Funding Agents on
        behalf of the Financial Institutions in their respective Conduit Groups, may waive the
        occurrence of an Amortization Event.


        Section
        14.2       Notices. Except as provided in this
        Section 14.2, all communications and notices provided for hereunder shall be in writing
        (including bank wire, telecopy or electronic facsimile transmission or similar writing) and
        shall be given to the other parties hereto at their respective addresses or telecopy
        numbers set forth on the signature pages hereof or at such other address or telecopy number
        as such Person may hereafter specify for the purpose of notice to each of the other parties
        hereto. Each such notice or other communication shall be effective if given by telecopy,
        upon the receipt thereof, if given by mail, three (3) Business Days after the time such
        communication is deposited in the mail with first class postage prepaid or if given by any
        other means, when received at the address specified in this Section 14.2. Seller hereby
        authorizes the Agent and the Funding
        Agents to effect purchases and Tranche Period and Discount
        Rate selections, as
        applicable, based on telephonic notices made by any Person
        whom the Agent or the relevant Funding
        Agent, as applicable, in good faith believes to be acting
        on behalf of Seller. Seller agrees to deliver promptly to the
        Agentor the relevant Funding Agent, as
        applicable, a written confirmation of each telephonic
        notice signed by an authorized officer of Seller; provided, however, the absence of such
        confirmation shall


         


        
        28


         

        
        

        

         


        not affect
        the validity of such notice. If the written confirmation differs from the action taken by
        the Agentor the relevant Funding Agent, as
        applicable, the records of the
        Agentor such Funding Agent, as
        applicable, shall govern absent manifest error.


        Section
        14.3       Ratable Payments. If any Purchaser,
        whether by setoff or otherwise, has payment made to it with respect to any portion of the
        Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section
        10.2 or 10.3) in a greater proportion than that received by any other Purchaser entitled to
        receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon
        demand, to purchase for cash without recourse or warranty a portion of such Aggregate
        Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold
        its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of
        such excess amount is thereafter recovered from such Purchaser, such purchase shall be
        rescinded and the purchase price restored to the extent of such recovery, but without
        interest.


        Section
        14.4       Protection of Ownership Interests of the
        Purchasers. (a) Seller agrees that from time to time, at its expense, it will promptly
        execute and deliver all instruments and documents, and take all actions, that may be
        necessary or desirable, or that the Agent may request, to perfect, protect or more fully
        evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and
        enforce their rights and remedies hereunder. At any time upon the occurrence and during the
        continuance of a Potential Amortization Event, the Agent may, or the Agent may direct
        Seller or the
        Servicer to, notify the Obligors of Receivables, at Seller's expense, of the
        ownership or security interests of the Purchasers under this Agreement and may also direct
        that payments of all amounts due or that become due under any or all Receivables be made
        directly to the
        Agent
        Funding Agents or
        its
        a
        designeethereof
        . Seller orthe
        Servicer (as applicable) shall, at any Purchaser's request, withhold the
        identity of such Purchaser in any such notification.


        
        (b)     If any Seller Party fails to perform any of
        its obligations hereunder, the Agent or any Purchaser may (but shall not be required to)
        perform, or cause performance of, such obligations, and the Agent's or such Purchaser's
        reasonable costs and expenses incurred in connection therewith shall be payable by Seller
        as provided in Section 10.3. Each Seller
        Party irrevocably authorizes the Agent at any time and from time to time in the sole
        discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf
        of such Seller Party (i) to execute on behalf of Seller as debtor and to file financing
        statements necessary or desirable in the Agent's sole discretion to perfect and to maintain
        the perfection and priority of the interest of the Purchasers in the Receivables and (ii)
        to file a carbon, photographic or other reproduction of this Agreement or any financing
        statement with respect to the Receivables as a financing statement in such offices as the
        Agent in its sole discretion deems necessary or desirable to perfect and to maintain the
        perfection and priority of the interests of the Purchasers in the Receivables. This
        appointment is coupled with an interest and is irrevocable.


        Section
        14.5       Confidentiality. (a) Each Seller
        Party, each Funding Agent,
        the Agent and each Purchaser shall maintain and shall cause each of its
        employees and officers to maintain the confidentiality of the Transaction Documents and the
        other confidential or proprietary information with respect to the other parties hereto and
        their respective businesses obtained by it or them in connection with the structuring,
        negotiating and execution of the transactions contemplated herein, except that such Seller
        Party, such Funding Agent,
        the Agent and such Purchaser and its officers and employees may disclose
        such information to such Person's external accountants and attorneys and as required by any
        applicable law or order of any judicial or administrative proceeding. Anything herein to
        the contrary notwithstanding, each Seller Party, each
        Purchaser, each Funding
        Agent and the Agent, each Indemnified Party and any
        successor or assign of any of the foregoing (and each employee, representative or other
        agent of any of the foregoing) may disclose to any and all Persons, without limitation of
        any kind, the "tax treatment" and "tax structure" (in each case, within the meaning of
        Treasury Regulation Section 1.6011-4) of the transactions contemplated herein and all
        materials of any kind (including opinions or other tax analyses) that are or have been
        provided to any of the foregoing relating to such tax treatment or tax structure, and it is
        hereby confirmed that each of the foregoing have been so authorized since the commencement
        of discussions regarding the transactions.


        
        (b)     Anything herein to the contrary
        notwithstanding, each Seller Party hereby consents to the disclosure of any nonpublic
        information with respect to it (i) to the Agent, the
        Funding Agents, the
        Financial Institutions or
        Conduit
        the Conduits by each other, (ii) by the
        Agent, the Funding Agents
        or the Purchasers to any prospective or actual assignee or participant of
        any of them and (iii) by the Agent or
        a Conduit to any
        rating agency, Commercial Paper dealer, any Funding Source or other provider of a surety,
        guaranty or credit or liquidity enhancement to
        a Conduit or any
        entity organized for the purpose of purchasing, or making loans secured by,
        financial


         


        
        29


         

        
        

        

         


        assets for
        which JPMorgan Chase Bank, N.A. or
        BTMU acts as the administrative agent and to any officers,
        directors, employees, outside accountants and attorneys of any of the foregoing. In
        addition, the Purchasers, the Funding
        Agents and the Agent may disclose any such nonpublic
        information pursuant to any law, rule, regulation, direction, request or order of any
        judicial, administrative or regulatory authority or proceedings (whether or not having the
        force or effect of law).


        Section
        14.6       Bankruptcy Petition. Seller,
        the
        Servicer, the Funding Agents,
        the Agent and each Financial Institution hereby covenants
        and agrees that, prior to the date that is one year and one day after the payment in full
        of all outstanding senior indebtedness of
        a Conduit, it will
        not institute against, or join any other Person in instituting
        against,such
        Conduit any bankruptcy, reorganization, arrangement, insolvency or
        liquidation proceedings or other similar proceeding under the laws of the United States or
        any state of the United States.


        Section
        14.7       Limitation of Liability. Except with
        respect to any claim arising out of the willful misconduct or gross negligence of
        a
        Conduit, a Funding
        Agent, the Agent or any Financial Institution, no claim
        may be made by any Seller Party or any other Person against
        a
        Conduit, a Funding
        Agent, the Agent or any Financial Institution or their
        respective Affiliates, directors, officers, employees, attorneys or agents for any special,
        indirect, consequential or punitive damages in respect of any claim for breach of contract
        or any other theory of liability arising out of or related to the transactions contemplated
        by this Agreement, or any act, omission or event occurring in connection therewith; and
        each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any
        such damages, whether or not accrued and whether or not known or suspected to exist in its
        favor.


        Section
        14.8       CHOICE OF LAW. THIS AGREEMENT SHALL BE
        GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
        OF THE STATE OF ILLINOIS.


        Section
        14.9       CONSENT TO JURISDICTION. EACH SELLER
        PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
        FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
        ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON
        PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
        IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
        IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
        SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
        FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING
        PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
        PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE
        AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT
        OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER
        PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO,
        ILLINOIS.


        Section
        14.10     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES
        TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
        (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
        CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS
        AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.


        
            	
                        
                        Section 14.11

                    	
                        
                        Integration; Binding Effect; Survival of
                        Terms.

                    


        


        
        (a)     This Agreement and each other Transaction
        Document contain the final and complete integration of all prior expressions by the parties
        hereto with respect to the subject matter hereof and shall constitute the entire agreement
        among the parties hereto with respect to the subject matter hereof superseding all prior
        oral or written understandings.


        
        (b)     This Agreement shall be binding upon and
        inure to the benefit of the parties hereto and their respective successors and permitted
        assigns (including any trustee in bankruptcy). This Agreement shall


         


        
        30


         

        
        

        

         


        create and
        constitute the continuing obligations of the parties hereto in accordance with its terms
        and shall remain in full force and effect until terminated in accordance with its
        terms; provided,
        however, that the rights and remedies with
        respect to (i) any breach of any representation and warranty made by any Seller Party
        pursuant to Article V, (ii) the
        indemnification and payment provisions of Article
        X, and Sections 14.5
        and 14.6 shall be
        continuing and shall survive any termination of this Agreement.


        Section
        14.12     Counterparts; Severability; Section References.
        This Agreement may be executed in any number of counterparts and by different parties
        hereto in separate counterparts, each of which when so executed shall be deemed to be an
        original and all of which when taken together shall constitute one and the same Agreement.
        Any provisions of this Agreement which are 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 not invalidate or render
        unenforceable such provision in any other jurisdiction. Unless otherwise expressly
        indicated, all references herein to "Article," "Section," "Schedule" or "Exhibit" shall
        mean articles and sections of, and schedules and exhibits to, this Agreement.


        Section
        14.13     JPMorgan Chase Roles. Each of the Financial
        Institutions acknowledges that JPMorgan Chase Bank, N.A. acts, or may in the future act,
        (i) as administrative agent and/or funding
        agent
        forany
        Conduit or any Financial Institution or as a Funding Source or agent for any
        Funding Source, (ii) as issuing and paying agent for the Commercial Paper, (iii) to provide
        credit or liquidity enhancement for the timely payment for the Commercial Paper and (iv) to
        provide other services from time to time
        forany
        Conduit or any Financial Institution (collectively, the
        "JPMorgan Chase Roles"). Without
        limiting the generality of this Section 14.13, each Financial Institution hereby
        acknowledges and consents to any and all JPMorgan Chase Roles and agrees that in connection
        with any JPMorgan Chase Role, JPMorgan Chase Bank, N.A. may take, or refrain from taking,
        any action that it, in its discretion, deems appropriate, including, without limitation, in
        its role as administrative agent for
        Conduit
        Falcon.


        Section
        14.14     Characterization. (a) It is the intention of the
        parties hereto that each purchase hereunder shall constitute and be treated as an absolute
        and irrevocable sale, which purchase shall provide the applicable Purchaser with the full
        benefits of ownership of the applicable Purchaser Interest. Except as specifically provided
        in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to
        Seller; provided, however, that (i) Seller shall be liable to each
        Purchaser, each Funding
        Agent and the Agent for all representations, warranties,
        covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii)
        such sale does not constitute and is not intended to result in an assumption by any
        Purchaser, any Funding
        Agent or the Agent or any assignee thereof of any
        obligation of Seller or Originator or any other person arising in connection with the
        Receivables, the Related Security, or the related Contracts, or any other obligations of
        Seller or Originator.


        
        (b)     In addition to any ownership interest which
        the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Agent
        for the ratable benefit of the Purchasers a valid and perfected security interest in all of
        Seller's right, title and interest in, to and under all Receivables now existing or
        hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related
        Security, the Demand Note, all other rights and payments relating to such Receivables and
        all proceeds of any thereof prior to all other liens on and security interests therein to
        secure the prompt and complete payment of the Aggregate Unpaids. The Agent and the
        Purchasers shall have, in addition to the rights and remedies that they may have under this
        Agreement, all other rights and remedies provided to a secured creditor under the UCC and
        other applicable law, which rights and remedies shall be cumulative.


        Section
        14.15     Withholding. Any Purchaser that is not
        incorporated under the laws of the United States of America, or a state thereof, agrees to
        deliver to the Agent (with copies to Seller) two duly completed copies of United States
        Internal Revenue Service Forms W-8BEN or W-8ECI, certifying in either case that such
        Purchaser is entitled to receive payments under this Agreement without deduction or
        withholding of any United States federal income taxes.


        
        [SIGNATURE PAGES FOLLOW]


         


        
        31


         

        
        

        

         


        
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
        executed and delivered by their duly authorized officers as of the date hereof.


        
        ENERGIZER RECEIVABLES FUNDING CORPORATION




        
        By:__________________________


        
        Name:


        
        Title:


        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        533 Maryville University Drive

                    


        


        
        St. Louis, Missouri 63141


        
        ENERGIZER BATTERY, INC.




        
        By:__________________________


        
        Name:


        
        Title:


        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        533 Maryville University Drive

                    


        


        
        St. Louis, Missouri 63141


        
        FALCON ASSET SECURITIZATION
        CORPORATION
        COMPANY LLC (formerly Falcon Asset Securitization
        Corporation)

         

        
            	
                         

                    	
                        
                        By:

                    


        

         

        
            	
                         

                    	
                        
                        Authorized
                        Signatory

                    


        


        
        By: JPMorgan Chase Bank, N.A., its
        Attorney-in-Fact


        
         

         

        
            	
                        
                         

                    	
                        
                        By:

                    


        


        
        Name: Ronald J. Atkins


        
        Title: Executive Director


        
         


        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        c/o JPMorgan Chase Bank, N.A. (successor by merger to Bank
                        One, NA (Main Office Chicago)), as
                        A
                        agent

                    


        


        
        Asset Backed Securities Conduit Group


        
        Suite IL1-0079,
        1-19
        13


        
        1 Bank One Plaza


        
        Chicago, Illinois 60670-0079


        
            	
                         

                    	
                        
                        Fax:

                    	
                        
                        (312) 732-1844

                    


        


         

        
        

        

         


        
        GOTHAM FUNDING CORPORATION

         

        
            	
                         

                    	
                        
                        By:

                    


        

         

        
            	
                         

                    	
                        
                        Authorized Signatory

                    


        

         

        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        (for opinions) c/o J.H. Management
                        Corporation

                    


        

         

        
        One International Place


        
        Boston, MA 02110


        
        (for other communications) c/o The Bank of
        Tokyo-Mitsubish UFJ, Ltd.


        
        1251 Avenue of the Americas


        
        New York, New York 10020

         

        
            	
                         

                    	
                        
                        Fax:

                    	
                        
                        [ ]

                    


        

         

        
        VICTORY RECEIVABLES
        CORPORATION

         

        
            	
                         

                    	
                        
                        By:

                    


        

         

        
            	
                         

                    	
                        
                        Authorized Signatory

                    


        

         

        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        (for opinions) c/o J.H. Management
                        Corporation

                    


        

         

        
        One International Place


        
        Boston, MA 02110


        
        (for other communications) c/o The Bank of
        Tokyo-Mitsubish UFJ, Ltd.


        
        1251 Avenue of the Americas


        
        New York, New York 10020

         

        
            	
                         

                    	
                        
                        Fax:

                    	
                        
                        [ ]

                    


        

         

         

        
        

        

         


        
        JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office
        Chicago)), as a Financial Institution and as
        Agentand as a Funding
        Agent


        
            	
                         

                    	
                        By:

                    


        


        
        Name:


        
        Title:


        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        JPMorgan Chase Bank, N.A. (successor by merger to Bank One,
                        NA (Main Office Chicago))

                    


        


        
        Asset Backed Securities Conduit Group


        
        Suite
        IL1-0596,
        0579,
        1-21
        13


        
        1 Bank One Plaza


        
        Chicago, Illinois
        60670-0596
        0079


        
        Fax: (312) 732-[4487]


        
         


        
        THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
        BRANCH, as a Funding Agent

         

        
            	
                         

                    	
                        
                        By:

                    


        


        
        Name:


        
        Title:

         

        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        The Bank of Tokyo-Mitsubishi UFJ,
                        Ltd.

                    


        

         

        
        1251 Avenue of the Americas


        
        New York, New York 10020

         

        
            	
                         

                    	
                        
                        Fax: [

                    	
                        
                        ]

                    


        


        
        THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
        BRANCH, as a Financial Institution

         

        
            	
                         

                    	
                        
                        By:

                    


        


        
        Name:


        
        Title:

         

        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        The Bank of Tokyo-Mitsubishi UFJ,
                        Ltd.

                    


        

         

        
        1251 Avenue of the Americas


        
        New York, New York 10020

         

        
            	
                         

                    	
                        
                        Fax: [

                    	
                        
                        ]

                    


        


        
         


         

        
        

        

         


        EXHIBIT
        I


        
        DEFINITIONS


        
        As used in this Agreement, the following terms shall have the following
        meanings (such meanings to be equally applicable to both the singular and plural forms of
        the terms defined):


        
        "Accrual Period" means
        each calendar month, provided that the initial Accrual Period hereunder means the period
        from (and including) the date of the initial purchase hereunder to (and including) the last
        day of the calendar month thereafter.


        
        "Adverse Claim" means a
        lien, security interest, charge or encumbrance, or other right or claim in, of or on any
        Person's assets or properties in favor of any other Person.


        
        "Affected Financial
        Institution" has the meaning specified in
        Section 12.1(c).


        
        "Affiliate" means, with
        respect to any Person, any other Person directly or indirectly controlling, controlled by,
        or under direct or indirect common control with, such Person or any Subsidiary of such
        Person. A Person shall be deemed to control another Person if the controlling Person owns
        10% or more of any class of voting securities of the controlled Person or possesses,
        directly or indirectly, the power to direct or cause the direction of the management or
        policies of the controlled Person, whether through ownership of stock, by contract or
        otherwise.


        
        "Agent" has the meaning
        set forth in the preamble to this Agreement.


        
        "Aggregate Capital"
        means, on any date of determination, the aggregate amount of Capital of all Purchaser
        Interests outstanding on such date.


        
        "Aggregate Reduction" has
        the meaning specified in Section
        1.3.


        
        "Aggregate Reserves"
        means, on any date of determination, the sum of the Loss Reserve, the Yield Reserve, and
        the Dilution Reserve.


        
        "Aggregate Unpaids"
        means, at any time, an amount equal to the sum of, without duplication, all, Aggregate
        Capital and all other unpaid Obligations (whether due or accrued) at such time.


        
        "Agreement" means this
        Receivables Purchase Agreement, as it may be amended or modified and in effect from time to
        time.


        
        "Amortization Date" means
        the earliest to occur of (i) the day on which any of the conditions precedent set forth
        in Section 6.2 are not satisfied, (ii)
        the Business Day immediately prior to the occurrence of an Amortization Event set forth
        in Section 9.1(d)(ii), (iii) the
        Business Day specified in a written notice from the Agent following the occurrence of any
        other Amortization Event and (iv) the date which is 30 Business Days after the Agent's
        receipt of written notice from Seller that it wishes to terminate the facility evidenced by
        this Agreement.


        
        "Amortization Event" has
        the meaning specified in Article
        IX.


        
        "Assignment Agreement"
        has the meaning set forth in Section
        12.1(b).


        
        "Authorized Officer"
        means, with respect to any Person, its president, corporate controller, treasurer or chief
        financial officer.


        
        "Broken Funding Costs"
        means for any Purchaser Interest which: (i) has its Capital reduced without compliance by
        Seller with the notice requirements hereunder or (ii) does not become subject to an
        Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned
        pursuant to any Funding Agreement or otherwise transferred or terminated prior to the date
        on which it was originally scheduled to end; an amount equal to the excess, if any, of (A)
        the CP Costs or Yield (as applicable) that would have accrued during the remainder of the
        Tranche Periods or the tranche periods for Commercial Paper determined by the Agent to
        relate to such Purchaser Interest (as applicable) subsequent to the date of such reduction,
        assignment, transfer or termination (or in respect of


         


        
        I-1


         

        
        

        

         


        clause
        (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the
        Reduction Notice) of the Capital of such Purchaser Interest if such reduction, assignment,
        transfer or termination had not occurred or such Reduction Notice had not been delivered,
        over (B) the sum of (x) to the extent all or a portion of such Capital is allocated to
        another Purchaser Interest, the amount of CP Costs or Yield actually accrued during the
        remainder of such period on such Capital for the new Purchaser Interest, and (y) to the
        extent such Capital is not allocated to another Purchaser Interest, the income, if any,
        actually received during the remainder of such period by the holder of such Purchaser
        Interest from investing the portion of such Capital not so allocated. In the event that the
        amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant
        Purchaser or Purchasers agree to pay to Seller the amount of such excess. All Broken
        Funding Costs shall be due and payable hereunder upon demand.


        
        "BTMU" has the meaning set forth in the preamble to
        this Agreement.


        
        "BTMU Pooled CP Costs" means, for each day and with
        respect to the Capital associated with each Purchaser Interest of Gotham or Victory as to
        which the BTMU Pooled CP Costs are applicable, the sum of (i) the discount or yield accrued
        (including, without limitation, any associated with financing the discount or interest
        component on the roll-over of any relevant Pooled Commercial Paper) on the Pooled
        Commercial Paper issued by Gotham or Victory, as applicable, on such day, plus (ii) any and
        all accrued commissions in respect of the relevant placement agents and commercial paper
        dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial
        Paper for such day, plus (iii) other costs (including without limitation those associated
        with funding small or odd-lot amounts) with respect to all receivable purchase, credit and
        other investment facilities which are funded by the applicable Pooled Commercial Paper for
        such day. The BTMU Pooled CP Costs shall be determined by BTMU in its capacity as Funding
        Agent for the related Conduit Group, whose determination shall be
        conclusive.


        
        "Business Day" means any
        day on which banks are not authorized or required to close in New York, New York, St.
        Louis, Missouri or Chicago, Illinois and The Depository Trust Company of New York is open
        for business, and, if the applicable Business Day relates to any computation or payment to
        be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are
        carried on in the London interbank market.


        
        "Capital" of any
        Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser Interest,
        minus (B) the sum of the aggregate amount of Collections and other payments received by the
        Agent which in each case are applied to reduce such Capital in accordance with the terms
        and conditions of this Agreement; provided
        that such Capital shall be restored (in accordance with
        Section 2.5) in the amount of any Collections
        or other payments so received and applied if at any time the distribution of such
        Collections or payments are rescinded, returned or refunded for any reason.


        
        "Change of Control" means
        the acquisition by any Person, or two or more Persons acting in concert, of beneficial
        ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under
        the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting
        stock of any Seller Party or Provider.


        
        "Charged-Off Receivable"
        means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered
        any event to occur, of the type described in Section
        9.1(d) (as if references to Seller Party therein refer to such
        Obligor); (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii)
        which, consistent with the Credit and Collection Policy, would be written off Seller's
        books as uncollectible, (iv) which has been identified by Seller as uncollectible or (v) as
        to which any payment, or part thereof, remains unpaid for 91 days or more from the original
        due date for such payment.


        
        "Collection Account"
        means each concentration account, depositary account, lock-box account or similar account
        in which any Collections are collected or deposited and which is listed on
        Exhibit IV.


        
        "Collection Account
        Agreement" means an agreement substantially in the form of
        Exhibit VI among Originator, Seller, the Agent
        and a Collection Bank.


        
        "Collection Bank" means,
        at any time, any of the banks holding one or more Collection Accounts.


        
        "Collection Notice" means
        a notice, in substantially the form of Annex A to Exhibit
        VI, from the Agent to a Collection Bank.


         


        
        I-2


         

        
        

        

         


        
        "Collections" means, with
        respect to any Receivable, all cash collections and other cash proceeds in respect of such
        Receivable, including, without limitation, all yield, Finance Charges or other related
        amounts accruing in respect thereof and all cash proceeds of Related Security with respect
        to such Receivable.


        
        "Commercial Paper" means
        promissory notes of a
        Conduit issued
        bysuch
        Conduit in the commercial paper market.


        
        "Commitment" means, for
        each Financial Institution, the commitment of such Financial Institution to purchase
        Purchaser Interests from Seller, in an amount not to exceed (i) in the aggregate, the
        amount set forth opposite such Financial Institution's name on
        Schedule A to this Agreement, as such amount
        may be modified in accordance with the terms hereof (including, without limitation, any
        termination of Commitments pursuant to Section 4.6
        hereof) and (ii) with respect to any individual purchase hereunder, its Pro
        Rata Share of the related Conduit Group's
        Purchase Pro Rata Share of the Purchase Price
        therefor.


        
        "Concentration Limit"
        means, at any time, for any Obligor, (i) an amount equal to 25% of Loss Reserve Floor at
        such time multiplied by the aggregate
        Outstanding Balance of all Eligible Receivables at such time or (ii) such other amount
        (a "Special Concentration Limit") for
        such Obligor designated by the Agent;
        provided, that in the case of an Obligor and
        any Affiliate of such Obligor, the Concentration Limit shall be calculated as if such
        Obligor and such Affiliate are one Obligor; and
        provided,
        further, that
        Conduit or the Required Financial
        Institutionseither Funding
        Agent may, upon not less than three Business Days' notice
        to Seller, cancel any Special Concentration Limit. The Agent hereby designates the
        following Special Concentration Limits with respect to the Obligors set forth in the table
        below.


        
            	
                        
                        Obligor

                    	
                        
                        Special Concentration Limit


                        
                         

                    
	
                        
                        Wal-Mart Stores, Inc

                    	
                        
                        15% of the aggregate Outstanding Balance of all Eligible
                        Receivables at such time.


                        
                         

                    
	
                        
                        The Home Depot, Inc

                    	
                        
                        15% of the aggregate Outstanding Balance of all Eligible
                        Receivables at such time.


                        
                         

                    
	
                        
                        Target Corporation

                    	
                        
                        15% of the aggregate Outstanding Balance of all Eligible
                        Receivables at such time.


                        
                         

                    
	
                        
                        CVS Corp.

                    	
                        
                        7.50% of the aggregate Outstanding Balance of all Eligible
                        Receivables at such time.


                        
                         

                    
	
                        
                        The Kroger Company

                    	
                        
                        5% of the aggregate Outstanding Balance of all Eligible
                        Receivables at such time.


                        
                         

                    
	
                        
                        Walgreens

                    	
                        
                        5% of the aggregate Outstanding Balance of all Eligible
                        Receivables at such time.

                    


        


         


        
        "Conduit" has the meaning
        set forth in the preamble to this Agreement.


        
        "Conduit Group" means, at any time, a group
        consisting of a Conduit or (in the case of Gotham and Victory, collectively) Conduits, such
        Conduit's or Conduits' related Financial Institutions and such Conduit's or Conduits'
        Funding Agent.


        
        "Consent Notice" has the
        meaning set forth in Section
        4.6.


        
        "Consent Period" has the
        meaning set forth in Section
        4.6.


        
        "Contingent Obligation"
        of a Person means any agreement, undertaking or arrangement by which such Person assumes,
        guarantees, endorses, contingently agrees to purchase or provide funds for the payment of,
        or otherwise becomes or is contingently liable upon, the obligation or liability of any
        other Person, or agrees to maintain the net worth or working capital or other financial
        condition of any other Person, or otherwise assures any creditor of


         


        
        I-3


         

        
        

        

         


        such other
        Person against loss, including, without limitation, any comfort letter, operating
        agreement, take-or-pay contract or application for a letter of credit.


        
        "Contract" means, with
        respect to any Receivable, any and all instruments, agreements, invoices or other writings
        pursuant to which such Receivable arises or which evidences such Receivable.


        
        "CP Costs" means,
        (A) with respect to the Capital associated with
        each Purchaser Interest of Falcon and for each day, the
        sum of (i) discount or yield accrued on Pooled Commercial Paper
        issued by Falcon
        on such day, plus (ii) any and all accrued commissions in respect of
        placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred,
        in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated
        with funding small or odd-lot amounts with respect to all receivable purchase facilities
        which are funded by such
        Pooled Commercial Paper for such day, minus (iv) any accrual of income net
        of expenses received on such day from investment of collections received under all
        receivable purchase facilities funded substantially with
        such Pooled
        Commercial Paper, minus (v) any payment received on such day net of expenses in respect of
        Broken Funding Costs related to the prepayment of any Purchaser Interest of
        Conduit
        Falcon pursuant to the terms of any
        receivable purchase facilities funded substantially with
        Pooled Commercial
        Papersuch Pooled Commercial
        Paper, and (B) for any period and with respect to any Capital funded by Commercial Paper
        notes issued by Gotham or Victory, (I) unless BTMU has determined that the BTMU Pooled CP
        Costs shall be applicable, the Relevant Conduit's cost of funding such Capital, taking into
        account the weighted daily average interest rate payable in respect of such Commercial
        Paper notes during such period (determined in the case of discount Commercial Paper notes
        by converting the discount to an interest bearing equivalent rate per annum), applicable
        placement fees and commissions, and such other costs and expenses as BTMU in good faith
        deems appropriate; and (II) to the extent BTMU has determined that the BTMU Pooled CP Costs
        shall be applicable, the BTMU Pooled CP Costs. In addition
        to the foregoing costs, if Seller shall request any Incremental Purchase during any period
        of time determined by the
        AgentJPMorgan Chase Bank,
        N.A. in its capacity as Funding Agent for the related Conduit Group
        in its sole discretion to result in incrementally higher CP Costs applicable
        to such Incremental
        Purchase,
        and attributable to Falcon, the portion of
        the Capital associated with any such Incremental
        Purchaseand attributable to
        Falcon shall, during such period, be deemed to be funded
        by
        Conduit
        Falcon in a special pool (which may
        include capital associated with other receivable purchase facilities) for purposes of
        determining such additional CP Costs applicable only to such special pool and charged each
        day during such period against such Capital.


        
        "Credit and Collection
        Policy" means Seller's credit and collection policies and
        practices relating to Contracts and Receivables existing on the date hereof and summarized
        in Exhibit VIII hereto, as modified from
        time to time in accordance with this Agreement.


        
        "Credit Memo" means any
        credit, discount or allowance issued to cancel an invoice, cancel and replace an invoice,
        record a return, credit a customer for defective merchandise, adjust for new sales policy
        changes, credit a customer for goods and services taxes, provide a trade show credit or
        allow for other miscellaneous adjustments, in each case in the ordinary course of business
        of the
        Servicer.


        
        "Credit Memo Horizon
        Ratio" means, as of the last day of any calendar month, a
        percentage equal to (i) the aggregate gross sales of Originator during the preceding two
        calendar months then most recently ended divided
        by (ii) the aggregate Outstanding Balance of all Receivables as to which any
        payment or part thereof remains unpaid for no more than 60 days from the original due date
        for such payment as of the last day of the most recently ended calendar month.


        
        "Credit Memo Percentage"
        means as of the last day of any calendar month, a percentage equal to:


        
         


        
            	
                        
                         

                    	
                        
                        ((2.0 x ED) + (DS - ED) x
                        DS ) x DHR

                    
	
                        
                         

                    	
                        
                        ED

                    


        


        
         


        
        where:


        
         


        
        I-4


         

        
        

        

         


        
            	
                         

                    	
                        
                        ED

                    	
                        
                        =

                    	
                        
                        the Expected Credit Memo Ratio at such time.

                    


        


        
         


        
            	
                         

                    	
                        
                        DS

                    	
                        
                        =

                    	
                        
                        the Credit Memo Spike Ratio at such time.

                    


        


        
         


        
            	
                         

                    	
                        
                        DHR

                    	
                        
                        =

                    	
                        
                        the Credit Memo Horizon Ratio at such time.

                    


        


        
        "Credit Memo Spike Ratio"
        means, as of the last day of any calendar month, the highest four month rolling average of
        the Credit Memo-to-Sales Ratio calculated as of the last day of each of the twelve calendar
        months then most recently ended.


        
        "Credit Memo-to-Sales
        Ratio" means, at any time, a percentage equal to (i) the
        aggregate amount of Credit Memos which occurred during the month then most recently
        ended, divided by (ii) the aggregate
        gross sales of Originator during the month three months prior to such month, calculated on
        a monthly basis.


        
        "Deemed Collections"
        means the aggregate of all amounts Seller shall have been deemed to have received as a
        Collection of a Receivable. Seller shall be deemed to have received a Collection in full of
        a Receivable if at any time (i) the Outstanding Balance of any such Receivable is either
        (x) reduced as a result of any defective or rejected or returned goods or services, any
        discount or any adjustment or otherwise by Seller (other than cash Collections on account
        of the Receivables) or (y) reduced or canceled as a result of a setoff in respect of any
        claim by any Person (whether such claim arises out of the same or a related transaction or
        an unrelated transaction) or (ii) any of the representations or warranties in
        Article V are no longer true with respect to
        any Receivable.


        
        "Default Fee" means with
        respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an
        amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate
        Unpaids at a rate per annum equal to 2% above the Prime Rate.


        
        "Default Ratio" means,
        for any calendar month, a percentage equal to (i) the sum of (A) the aggregate Outstanding
        Balance of all Receivables that were unpaid for 91-120 days as of the last day of such
        month and (B) the actual write-offs during such calendar month
        divided by (ii) the aggregate gross sales of
        Originator during the calendar month four calendar months prior to such calendar
        month.


        
        "Delinquency Ratio"
        means, as of the last day of any month, the percentage equal to (i) the sum of (a) the
        aggregate Outstanding Balance of all Receivables that were Delinquent Receivables at such
        time plus (b) the ending balance of Originator's suspense account at such time plus (c) the
        aggregate amount of unresolved short pays set forth on the most recent Monthly
        Report divided by (ii) the aggregate
        Outstanding Balance of all Receivables at such time.


        
        "Delinquent Receivable"
        means a Receivable as to which any payment, or part thereof, remains unpaid for 61 days or
        more from the original due date for such payment.


        
        "Demand Note" means a
        promissory note substantially in the form of Exhibit VIII to the Receivables Sale Agreement
        executed by Originator in favor of Seller.


        
        "Designated Obligor"
        means an Obligor indicated by the Agent to Seller in writing.


        
        "Dilution Ratio" means,
        as of the last day of any calendar month, a percentage equal to (i) the aggregate amount of
        Dilutions less Credit Memos as at such day divided
        by (ii) the aggregate gross sales of Originator during the calendar month
        three calendar months prior to such calendar month.


        
        "Dilution Reserve" means,
        on any date, an amount equal to the (a) the product of (i) the greater of (A) 20% and (B)
        the sum of (1) the general ledger accrual balance of Originator
        divided by the aggregate Outstanding Balance of
        all Receivables plus (2) the Credit Memo
        Percentage multiplied by (ii) the Net
        Receivables Balance as of the close of business of the Originator on such date
        minus (b)
        $50,000,000
        78,000,000 or, if the Provider fails to
        comply with any Provider Financial Covenant, $0.00, provided that the Dilution Reserve
        shall, at no time, be less than $0.00.


         


        
        I-5


         

        
        

        

         


        
        "Dilutions" means, at any
        time, the aggregate amount of reductions or cancellations described in clause (i) of the
        definition of "Deemed Collections".


        
        "Discount Rate" means,
        the LIBO Rate or the Prime Rate, as applicable, with respect to each Purchaser Interest of
        the Financial Institutions.


        
        "Eligible Receivable"
        means, at any time, a Receivable:


        
        (i)  the Obligor of which (a) if a natural person, is a resident
        of the United States or, if a corporation or other business organization, is organized
        under the laws of the United States or any political subdivision thereof and has its chief
        executive office in the United States; (b) is not an Affiliate of any of the parties
        hereto; (c) is not a Designated Obligor; and (d) is not a government or a governmental
        subdivision or agency, provided that a
        Government Receivable that otherwise would be an Eligible Receivable under this definition
        but for this clause (i) shall be an Eligible Receivable so long as the aggregate
        Outstanding Balance of all such Government Receivables does not exceed 3% of the aggregate
        Outstanding Balance of all Receivables,


        
            	
                        
                         

                    	
                        
                        (ii)

                    	
                        
                        which is not a Charged-Off Receivable or a Delinquent
                        Receivable,

                    


        


        
        (iii) which by its terms is due and payable within 90 days of the
        original billing date therefor and has not had its payment terms extended,


        
        (iv)which is an "account" or "chattel paper" within the meaning of Section
        9-105 and Section 9-106, respectively, of the UCC of all applicable
        jurisdictions,


        
            	
                        
                         

                    	
                        
                        (v)

                    	
                        
                        which is denominated and payable only in United States
                        dollars in the United States,

                    


        


        
        (vi) which arises under a Contract in substantially the form of one of
        the form contracts set forth on Exhibit IX
        hereto or otherwise approved by the Agent in writing, which, together with
        such Receivable, has been duly authorized, is in full force and effect and constitutes the
        legal, valid and binding obligation of the related Obligor enforceable against such Obligor
        in accordance with its terms subject to no offset, counterclaim or other
        defense,


        
        (vii)which arises under a Contract which (A) does not require the Obligor
        under such Contract to consent to the transfer, sale or assignment of the rights and duties
        of Originator or any of its assignees under such Contract and (B) does not contain a
        confidentiality provision that purports to restrict the ability of any Purchaser to
        exercise its rights under this Agreement, including, without limitation, its right to
        review the Contract,


        
        (viii)     which arises under a Contract that
        contains an obligation to pay a specified sum of money, contingent only upon the sale of
        goods or the provision of services by Originator,


        
        (ix) which, together with the Contract related thereto, does not
        contravene any law, rule or regulation applicable thereto (including, without limitation,
        any law, rule and regulation relating to truth in lending, fair credit billing, fair credit
        reporting, equal credit opportunity, fair debt collection practices and privacy) and with
        respect to which no part of the Contract related thereto is in violation of any such law,
        rule or regulation,


        
            	
                        
                         

                    	
                        
                        (x)

                    	
                        
                        which satisfies all applicable requirements of the Credit
                        and Collection Policy,

                    


        


        
            	
                        
                         

                    	
                        
                        (xi)

                    	
                        
                        which was generated in the ordinary course of Originator's
                        business,

                    


        


        
        (xii)which arises solely from the sale of goods or the provision of services
        to the related Obligor by Originator, and not by any other Person (in whole or in
        part),


        
        (xiii)     as to which the
        Agent
        hasFunding Agents
        have not notified Seller that the
        Agent
        hasFunding Agents
        have, in
        its
        their collective reasonable business
        judgement, determined that such Receivable or class of Receivables is not acceptable as an
        Eligible Receivable due to the credit worthiness of


        
         


        
        I-6


        
         

        
        

        

        
         


        
        the Obligor, including, without limitation, because such Receivable arises
        under a Contract that is not acceptable to the
        Agent
        Funding Agents in
        its
        their collective reasonable business
        judgement,


        
        (xiv)     which is not subject to any right of
        rescission, set-off, counterclaim, any other defense (including defenses arising out of
        violations of usury laws) of the applicable Obligor against Originator or any other Adverse
        Claim, and the Obligor thereon holds no right as against Originator to cause Originator to
        repurchase the goods or merchandise the sale of which shall have given rise to such
        Receivable (except with respect to sale discounts effected pursuant to the Contract, or
        defective goods returned in accordance with the terms of the Contract),


        
        (xv)as to which Originator has satisfied and fully performed all obligations
        on its part with respect to such Receivable required to be fulfilled by it, and no further
        action is required to be performed by any Person with respect thereto other than payment
        thereon by the applicable Obligor,


        
        (xvi)     all right, title and interest to and in
        which has been validly transferred by Originator directly to Seller under and in accordance
        with the Receivables Sale Agreement, and Seller has good and marketable title thereto free
        and clear of any Adverse Claim,


        
        (xvii)    for which the related Contract represents all
        or part of the sales price of merchandise, insurance and services within the meaning of the
        Investment Company Act of 1940, Section 3(c)5, as amended,


        
            	
                        
                         

                    	
                        
                        (xviii)

                    	
                        
                        which is a "current transaction" within Section 3(a)(3) of
                        the Securities Act of 1933,

                    


        


        
            	
                        
                         

                    	
                        
                        (xix)

                    	
                        
                        which is not a proceed of inventory that was pledged to any
                        Person,

                    


        


        
        (xx)the Obligor of which is not the Obligor of any Charged-Off Receivables,
        the aggregate Outstanding Balance of which exceeds an amount equal to 25% of the aggregate
        Outstanding Balance of all Receivables of such Obligor, and


        
        (xxi)     the inclusion of which as an Eligible
        Receivable does not cause the aggregate Outstanding Balance of all Eligible Receivables
        considered a "billback receivable" under Originator's current practices to exceed
        $5,000,000.


        
        "ERISA" means the
        Employee Retirement Income Security Act of 1974, as amended from time to time.


        
        "Expected Credit Memo
        Ratio" means, as of the last day of any calendar month, the
        average of each three month rolling average of the Credit Memo-to-Sales Ratio calculated as
        of the last day of each of the twelve months then most recently ended.


        
        "Extension Notice" has
        the meaning set forth in Section
        4.6.


        
        "Facility Account" means
        Seller's Account No. 10-45863 at JPMorgan Chase.


        
        "Facility Termination
        Date" means the earliest of (i) May 27, 2008, (ii) the Liquidity
        Termination Date and (iii) the Amortization Date.


        
        "Federal Bankruptcy Code"
        means Title 11 of the United States Code entitled "Bankruptcy," as amended and any
        successor statute thereto.


        
        "Fee Letter" means that
        certain letter agreement dated as of
        the date
        hereofDecember 18,
        2007 among Seller,
        Originator and
        the Agent, BTMU, Falcon,
        Gotham and Victory, as it may be amended or modified and
        in effect from time to time.


        
        "Finance Charges" means,
        with respect to a Contract, any finance, interest, late payment charges or similar charges
        owing by an Obligor pursuant to such Contract.


        
        "Financial Institutions"
        has the meaning set forth in the preamble in this Agreement.


         


        
        I-7


         

        
        

        

         


        
        "Funding
        Agent" means each of JPMorgan Chase Bank, N.A. and
        BTMU in its respective capacity as a "Funding Agent" under this
        Agreement.


        
        "Funding
        Agreement" means this Agreement and any
        agreement or instrument executed by any Funding Source with or for the benefit of
        a Conduit,
        including, without limitation, the Liquidity Agreement.


        
        "Funding Source" means
        (i) any Financial Institution or (ii) any insurance company, bank or other funding entity
        (including, without limitation, any "APA Bank" (as defined in the Liquidity Agreement)
        providing liquidity, credit enhancement or back-up purchase support or facilities
        toa
        Conduit.


        
        "GAAP" means generally
        accepted accounting principles in effect in the United States of America as of the date of
        this Agreement.


        
        "Government Receivables"
        means a Receivable the Obligor of which is the United States Federal Government, a state or
        local government, a governmental subdivision of the United States Federal Government or of
        a state or local government, or an agency of the United States Federal Government or of a
        state or local government. For the purposes of this definition the phrase
        "state or local government" means a
        state or local government of a state, city or municipality located within the fifty states
        of the United States or the District of Columbia.


        
        "Group Purchase Limit" means (i) in the case of the
        Conduit Group related to Falcon, $130,000,000 and (ii) in the case of the Conduit Group
        related to Gotham and Victory, $120,000,000.


        
        "Incremental Purchase"
        means a purchase of one or more Purchaser Interests which increases the total outstanding
        Aggregate Capital hereunder.


        
        "Indebtedness" of a
        Person means such Person's (i) obligations for borrowed money, (ii) obligations
        representing the deferred purchase price of property or services (other than accounts
        payable arising in the ordinary course of such Person's business payable on terms customary
        in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out
        of the proceeds or production from property now or hereafter owned or acquired by such
        Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments,
        (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange
        or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect of
        unfunded vested benefits under plans covered by Title IV of ERISA.


        
        "Independent Director"
        shall mean a member of the Board of Directors of Seller who is not at such time, and has
        not been at any time during the preceding five (5) years, (A) a director, officer, employee
        or affiliate of Seller, Originator, or any of their respective Subsidiaries or Affiliates,
        or (B) the beneficial owner (at the time of such individual's appointment as an Independent
        Director or at any time thereafter while serving as an Independent Director) of any of the
        outstanding common shares of Seller, Originator, or any of their respective Subsidiaries or
        Affiliates, having general voting rights;


        
        "Interim Report" means a
        report, appropriately completed and in substantially the form of Annex I to the Sixth
        Amendment, dated as of August 15, 2001, among Seller, Energizer,
        Conduit
        Falcon, the Financial Institutions party
        thereto and the Agent, to this Agreement, furnished
        bythe
        Servicer to the Agent pursuant to Section
        8.5.


        
        "JPMorgan Chase" means
        JPMorgan Chase Bank, N.A. in its individual capacity and its successors.


        
        "LIBO Rate" means the
        rate per annum equal to the sum of (i) (a) the applicable British Bankers' Association
        Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as
        of 11:00 a.m. (London time) two Business Days prior to the first day of the relevant
        Tranche Period, and having a maturity equal to such Tranche Period,
        provided that, (i) if Reuters Screen FRBD is
        not available to the Agent for any reason, the applicable LIBO Rate for the relevant
        Tranche Period shall instead be the applicable British Bankers' Association Interest
        Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized
        financial information service as of 11:00 a.m. (London time) two Business Days prior to the
        first day of such Tranche Period, and having a maturity equal to such Tranche Period, and
        (ii) if no such British Bankers' Association Interest Settlement Rate is available to the
        Agent, the applicable LIBO Rate for the relevant Tranche Period shall instead be the rate
        determined by the Agent to be the rate at which JPMorgan Chase offers to place deposits in
        U.S. dollars with first-class banks in the London interbank market at approximately 11:00
        a.m. (London time) two Business Days prior to the first day of such Tranche


         


        
        I-8


         

        
        

        

         


        Period, in
        the approximate amount to be funded at the LIBO Rate and having a maturity equal to such
        Tranche Period, divided by (b) one minus the maximum aggregate reserve requirement
        (including all basic, supplemental, marginal or other reserves) which is imposed against
        the Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board
        of Governors of the Federal Reserve System as in effect from time to time (expressed as a
        decimal), applicable to such Tranche Period plus (ii) 1.50% per annum. The LIBO Rate shall
        be rounded, if necessary, to the next higher 1/16 of 1%.


        
        "Liquidity Agreement"
        means the Asset Purchase Agreement, dated as of June 1, 2005, by and among Conduit, the
        several APA Banks party thereto from time to time, and JPMorgan Chase Bank, N.A.,
        individually and as funding agent, as it may be amended, restated or otherwise modified
        from time to time.


        
        "Liquidity Termination
        Date" means May 27, 2008.


        
        "Lock-Box" means each
        locked postal box with respect to which a bank who has executed a Collection Account
        Agreement has been granted exclusive access for the purpose of retrieving and processing
        payments made on the Receivables and which is listed on Exhibit
        IV.


        
        "Loss Horizon Ratio"
        means, as of any date, a percentage equal to (i) the aggregate gross sales of Originator
        during the three most recently ended calendar months
        divided by (ii) the Outstanding Balance of all
        Eligible Receivables as of the last day of the most recently ended calendar
        month.


        
        "Loss Percentage" means,
        at any time, a percentage equal to the greater of (i) two multiplied by the Loss Ratio
        multiplied by the Loss Horizon Ratio or (ii) Loss Reserve Floor.


        
        "Loss Ratio" means, on
        any date, the greatest three-month rolling average Default Ratio as calculated for each of
        the 12 most recently ended calendar months.


        
        "Loss Reserve" means, on
        any date, an amount equal to the Loss Percentage multiplied by the Net Receivables Balance
        as of the close of business
        ofthe
        Servicer on such date.


        
        "Loss Reserve Floor"
        means 15%.


        
        "Loss-to-Liquidation
        Ratio" means, for any calendar month, the percentage equal (i)
        the sum of the aggregate Outstanding Balance of all Receivables 91-120 days past due
        plus the aggregate Outstanding Balance of all
        Receivables written off by Servicer in such month
        divided by the aggregate Collections received
        during such month.


        
        "Material Adverse Effect"
        means a material adverse effect on (i) the financial condition or operations of any Seller
        Party and its Subsidiaries, (ii) the ability of any Seller Party to perform its obligations
        under this Agreement or the Provider to perform its obligations under the Performance
        Undertaking, (iii) the legality, validity or enforceability of this Agreement or any other
        Transaction Document, (iv) any Purchaser's interest in the Receivables generally or in any
        significant portion of the Receivables, the Related Security or the Collections with
        respect thereto, or (v) the collectibility of the Receivables generally or of any material
        portion of the Receivables.


        
        ["Material Provider
        Subsidiary" means, as long as Energizer is a wholly-owned,
        [in]direct subsidiary of Provider, (a) each consolidated Subsidiary (other than any SPV) of
        Provider (i) incorporated under the laws of any jurisdiction in the United States and (ii)
        the total assets of which exceed, as at the end of any calendar quarter or, in the case of
        consummation of a Permitted Acquisition, at the time of consummation of such Permitted
        Acquisition (calculated by Provider on a pro
        forma basis taking into account the
        consummation of such Permitted Acquisition), three percent (3.0%) of the total assets of
        Provider and its Subsidiaries (other than SPVs) on a consolidated basis and (b) each
        consolidated Subsidiary (other than any SPV) of Provider (i) incorporated under the laws of
        any foreign jurisdiction and (ii) the total assets of which exceed, as at the end of any
        calendar quarter or, in the case of consummation of a Permitted Acquisition, at the time of
        consummation of such Permitted Acquisition (calculated by Provider on a
        pro forma basis
        taking into account the consummation of such Permitted Acquisition), five percent (5.0%) of
        the total assets of Provider and its Subsidiaries (other than SPVs) on a consolidated
        basis; provided that, if Energizer shall
        cease to be a wholly-owned, [in]direct subsidiary of Provider, then "Material Provider
        Subsidiary" shall mean any Subsidiary of Energizer.]


         


        
        I-9


         

        
        

        

         


        
        "Monthly Report" means a
        report, in substantially the form of Exhibit X
        hereto (appropriately completed), furnished by
        the
        Servicer to the Agent pursuant to Section
        8.5.


        
        "Net Receivables Balance"
        means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such
        time reduced by the sum of (i) the aggregate amount by which the Outstanding Balance of all
        Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for
        such Obligor and (ii) the aggregate amount by which the Outstanding Balance of all Eligible
        Receivables having payment terms in excess of 60 days following the applicable "expected
        receipt of goods date" (under and as defined in each applicable invoice of
        the
        Servicer to each applicable Obligor) exceeds 10% of the aggregate
        Outstanding Balance of all Eligible Receivables.


        
        "Non-Renewing Financial
        Institution" has the meaning set forth in
        Section 4.6.


        
        "Obligations" shall have
        the meaning set forth in Section
        2.1.


        
        "Obligor" means a Person
        obligated to make payments pursuant to a Contract.


        
        "Originator" means
        Energizer Battery, Inc., in its capacity as seller under the Receivables Sale
        Agreement.


        
        "Outstanding Balance" of
        any Receivable at any time means the then outstanding principal balance thereof.


        
        "Participant" has the
        meaning set forth in Section
        12.2.


        
        "Payment Rate" means, for
        any calendar month, the percentage equal to the aggregate Collections received during such
        month, divided by the aggregate
        Outstanding Balance of all Receivables as at the last day of the month immediately prior to
        such month.


        
        "Performance Undertaking"
        means that certain Performance Undertaking, dated as of April 4, 2000, by Provider in favor
        of Seller, substantially in the form of Exhibit
        XI, as the same may be amended, restated or otherwise modified
        from time to time.


        
        "Permitted Acquisition"
        means any transaction, or any series of related transactions, consummated on or after the
        date of this Agreement, (a) which are permitted under all material financing arrangements
        pursuant to which Provider is a debtor or an obligor and (b) by which Provider or any of
        its Subsidiaries (i) acquires any going business or all or substantially all of the assets
        of any firm, corporation or division thereof, whether through purchase of assets, merger or
        otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent
        transaction in a series of transactions) at least a majority (in number of votes) of the
        securities of a corporation which have ordinary voting power for the election of directors
        (other than securities having such power only by reason of the happening of a contingency)
        or a majority (by percentage of voting power) of the outstanding equity interests of
        another Person.


        
        "Person" means an
        individual, partnership, corporation (including a business trust), limited liability
        company, joint stock company, trust, unincorporated association, joint venture or other
        entity, or a government or any political subdivision or agency thereof.


        
        "Pooled Commercial Paper"
        means Commercial Paper notes of
        a Conduit subject
        to any particular pooling arrangement by
        such Conduit, but
        excluding Commercial Paper issued by
        such Conduit for a
        tenor and in an amount specifically requested by any Person in connection with any
        agreement effected bysuch
        Conduit.


        
        "Potential Amortization
        Event" means an event which, with the passage of time or the
        giving of notice, or both, would constitute an Amortization Event.


        
        "Prime Rate" means a rate
        per annum equal to the prime rate of interest announced from time to time by JPMorgan Chase
        or its parent (which is not necessarily the lowest rate charged to any customer), changing
        when and as said prime rate changes.


        
        "Proposed Reduction Date"
        has the meaning set forth in Section
        1.3.


        
        "Provider" means
        Energizer Holdings, Inc., a Missouri corporation.


         


        
        I-10


         

        
        

        

         


        
        "Provider Credit
        Agreement" means that certain Revolving Credit Agreement dated as
        of November 16, 2004, entered into among Provider, the institutions from time to time
        parties thereto as lenders, JPMorgan Chase Bank, N.A., in its capacity as administrative
        agent, Bank of America, N.A., as syndication agent and Citibank, N.A., as documentation
        agent, as in effect on November 16, 2004, without giving effect to any amendment,
        restatement, waiver, release, supplementation, cancellation, termination or other
        modification thereof.


        
        "Provider Financial
        Covenants" means the Maximum Leverage Ratio covenant and Minimum
        Interest Expense Coverage Ratio covenant set forth in Section 7.4 of the Provider Credit
        Agreement. It being understood that, for purposes of this Agreement, (i) the Provider
        Financial Covenants as in effect on November 16, 2004 shall survive any termination of the
        Provider Credit Agreement and (ii) any amendment, restatement, waiver, release,
        supplementation, cancellation, termination and/or other modification with respect to the
        Provider Credit Agreement shall have no effect on determining compliance with the Provider
        Financial Covenants.


        
        "Pro Rata Share" means,
        for each Financial Institutionin the same
        Conduit Group, a percentage equal to (i) the amount of the
        Commitment of such Financial Institution, divided
        by (ii) the aggregate amount of all Commitments
        of all Financial Institutions in such
        Conduit Group hereunder, adjusted as necessary to give
        effect to the application of the terms of Section
        4.6.


        
        "Purchase Limit" means
        $100,000,000.
        250,000,000.


        
        "Purchase Notice" has the
        meaning set forth in Section
        1.2.


        
        "Purchase Price" means,
        with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to Seller
        for such Purchaser Interest which shall not exceed the least of (i) the amount requested by
        Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on
        the applicable purchase date and (iii) the excess, if any, of the Net Receivables Balance
        (less the Aggregate Reserves) on the applicable purchase date over the aggregate
        outstanding amount of Aggregate Capital determined as of the date of the most recent
        Monthly Report, taking into account such proposed Incremental Purchase.


        
        "Purchase Pro Rata Share"
        means, for any Conduit Group, the percentage equivalent of a fraction, the numerator of
        which is the relevant Group Purchase Limit, and the denominator of which is the Purchase
        Limit.


        
        "Purchasers
        " meanseach
        Conduit and each Financial Institution.


        
        "Purchaser Interest"
        means, at any time, an undivided percentage ownership interest (computed as set forth
        below) associated with a designated amount of Capital, selected pursuant to the terms and
        conditions hereof in (i) each Receivable arising prior to the time of the most recent
        computation or recomputation of such undivided interest, (ii) all Related Security with
        respect to each such Receivable, and (iii) all Collections with respect to, and other
        proceeds of, each such Receivable. Each such undivided percentage interest shall
        equal:


         


        
        '


        
            	
                        
                        

                    	
                        
                            
                            C +
                            AR

                        

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                            
                            NRB

                        

                    	
                        
                         

                    


        


         


        
        where:


        
            	
                         

                    	
                        
                        C

                    	
                        
                        =

                    	
                        
                        the Capital of such Purchaser Interest.

                    


        


        
            	
                         

                    	
                        
                        AR

                    	
                        
                        =

                    	
                        
                        the Aggregate Reserves.

                    


        


        
            	
                         

                    	
                        
                        NRB

                    	
                        
                        =

                    	
                        
                        the Net Receivables Balance.

                    


        


        Such
        undivided percentage ownership interest shall be initially computed on its date of
        purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be
        automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization
        Date. The variable percentage represented by any Purchaser Interest as computed
        (or


         


        
        I-11


         

        
        

        

         


        deemed
        recomputed) as of the close of the business day immediately preceding the Amortization Date
        shall remain constant at all times thereafter.


        
        "Purchasing Financial
        Institution" has the meaning set forth in
        Section 12.1(b).


        
        "Receivable" means all
        indebtedness and other obligations owed to Seller or Originator (at the time it arises, and
        before giving effect to any transfer or conveyance under the Receivables Sale Agreement or
        hereunder) or in which Seller or Originator has a security interest or other interest,
        including, without limitation, any indebtedness, obligation or interest constituting an
        account, chattel paper, instrument or general intangible, arising in connection with the
        sale of goods or the rendering of services by Originator, and further includes, without
        limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness
        and other rights and obligations arising from any one transaction, including, without
        limitation, indebtedness and other rights and obligations represented by an individual
        invoice, shall constitute a Receivable separate from a Receivable consisting of the
        indebtedness and other rights and obligations arising from any other transaction;
        provided further,
        that any indebtedness, rights or obligations referred to in the immediately preceding
        sentence shall be a Receivable regardless of whether the account debtor or Seller treats
        such indebtedness, rights or obligations as a separate payment obligation.


        
        "Receivables Sale
        Agreement" means that certain Receivables Sale Agreement, dated
        as of April 4, 2000, between Originator and Seller, as the same may be amended, restated or
        otherwise modified from time to time.


        
        "Records" means, with
        respect to any Receivable, all Contracts and other documents, books, records and other
        information (including, without limitation, computer programs, tapes, disks, punch cards,
        data processing software and related property and rights) relating to such Receivable, any
        Related Security therefor and the related Obligor.


        
        "Reduction Notice" has
        the meaning set forth in Section
        1.3.


        
        "Reduction Pro Rata Share" means, for any Conduit
        Group and on any date of determination, the percentage equivalent of a fraction, the
        numerator of which is the aggregate amount of Capital of all Purchaser Interests assigned
        to such Conduit Group and outstanding as at such date, and the denominator of which is the
        Aggregate Capital.


        
        "Regulatory Change" has
        the meaning set forth in Section
        10.2(a).


        
        "Reinvestment" has the
        meaning set forth in Section
        2.2.


        
        "Related Security" means,
        with respect to any Receivable:


        
        (i)  all of Seller's interest in the inventory and goods
        (including returned or repossessed inventory or goods), if any, the sale of which by
        Originator gave rise to such Receivable, and all insurance contracts with respect
        thereto,


        
        (ii)  all other security interests or liens and property subject
        thereto from time to time, if any, purporting to secure payment of such Receivable, whether
        pursuant to the Contract related to such Receivable or otherwise, together with all
        financing statements and security agreements describing any collateral securing such
        Receivable,


        
        (iii) all guaranties, letters of credit, insurance and other agreements
        or arrangements of whatever character from time to time supporting or securing payment of
        such Receivable whether pursuant to the Contract related to such Receivable or
        otherwise,


        
            	
                        
                         

                    	
                        
                        (iv)

                    	
                        
                        all service contracts and other contracts and agreements
                        associated with such Receivable,

                    


        


        
            	
                        
                         

                    	
                        
                        (v)

                    	
                        
                        all Records related to such Receivable,

                    


        


        
        (vi) all of Seller's right, title and interest in, to and under the
        Receivables Sale Agreement in respect of such Receivable and all of Seller's right, title
        and interest in, to and under the Performance Undertaking, and


         


        
        I-12


         

        
        

        

         


        
            	
                        
                         

                    	
                       
                        (vii)

                    	
                        
                        all proceeds of any of the foregoing.

                    


        


        
        "Required
        Financial Institutions" means, at any time,
        Financial Institutions with Commitments in excess of 51% of the Purchase
        Limit.


        
        "Relevant Conduit" means (i) with respect to the
        Conduit Group that includes BTMU as a Financial Institution, either Gotham or Victory and
        (i) with respect to the Conduit Group that includes JPMorgan Chase Bank, N.A. as a
        Financial Institution, Falcon.


        
        "Required Notice Period"
        means the number of days required notice set forth below applicable to the Aggregate
        Reduction indicated below:


        
            	
                        
                        Aggregate Reduction

                    	
                        
                        Required Notice Period

                    
	
                        
                        =‹$100,000,000

                    	
                        
                        two Business Days

                    
	
                        
                        >$100,000,000

                    	
                        
                        five Business Days

                    


        


         


        
        "Restricted Junior
        Payment" means (i) any dividend or other distribution, direct or
        indirect, on account of any shares of any class of capital stock of Seller now or hereafter
        outstanding, except a dividend payable solely in shares of that class of stock or in any
        junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar
        payment, purchase or other acquisition for value, direct or indirect, of any shares of any
        class of capital stock of Seller now or hereafter outstanding, (iii) any payment or
        prepayment of principal of, premium, if any, or interest, fees or other charges on or with
        respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar
        payment and any claim for rescission with respect to the Subordinated Loans (as defined in
        the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or
        retire, or to obtain the surrender of, any outstanding warrants, options or other rights to
        acquire shares of any class of capital stock of Seller now or hereafter outstanding, and
        (v) any payment of management fees by Seller (except for reasonable management fees to the
        Originator or its Affiliates in reimbursement of actual management services
        performed).


        
        "Seller" has the meaning
        set forth in the preamble to this Agreement.


        
        "Seller Parties" has the
        meaning set forth in the preamble to this Agreement.


        
        "Servicer" means at any
        time the Person (which may be the Agent) then authorized pursuant to
        Article VIII to service, administer and collect
        Receivables.


        
        "Servicing Fee" has the
        meaning set forth in Section
        8.6.


        
        "Settlement Date" means
        (A) the sixteenth day at each month, and (B) the last day of the relevant Tranche Period in
        respect of each Purchaser Interest of the Financial Institutions.


        
        "Settlement Period" means
        (A) in respect of each Purchaser Interest
        ofa
        Conduit, the immediately preceding Accrual Period, and (B) in respect of
        each Purchaser Interest of the Financial Institutions, the entire Tranche Period of such
        Purchaser Interest.


        
        "SPV" means any special
        purpose entity (including, without limitation, Seller) established for the purpose of
        purchasing receivables in connection with a receivables securitization transaction
        permitted under all material financing arrangements pursuant to which Provider is a debtor
        or an obligor.


        
        "Subsidiary" of a Person
        means (i) any corporation more than 50% of the outstanding securities having ordinary
        voting power of which shall at the time be owned or controlled, directly or indirectly, by
        such Person or by one or more of its Subsidiaries or by such Person and one or more of its
        Subsidiaries, or (ii) any partnership, association, limited liability company, joint
        venture or similar business organization more than 50% of the ownership interests having
        ordinary voting power of which shall at the time be so owned or controlled. Unless
        otherwise expressly provided, all references herein to a "Subsidiary" shall mean a
        Subsidiary of Seller.


        
        "Terminating Commitment
        Availability" means, with respect to any Terminating Financial
        Institution, the positive difference (if any) between (a) an amount equal to the Commitment
        (without giving effect to clause (ii) of the proviso to the penultimate sentence of
        Section 4.6(b)) of such Terminating Financial
        Institution, minus, an amount


         


        
        I-13


         

        
        

        

         


        equal to
        2% of such Commitment, minus, (b) the
        Capital of the Purchaser Interests funded by such Terminating Financial
        Institution.


        
        "Termination Date" has
        the meaning set forth in Section
        2.2.


        
        "Termination Percentage"
        has the meaning set forth in Section
        2.2.


        
        "Terminating Financial
        Institution" has the meaning set forth in
        Section 4.6.


        
        "Terminating Tranche" has
        the meaning set forth in Section
        4.3(b).


        
        "Tranche Period" means,
        with respect to any Purchaser Interest held by a Financial Institution:


        
        (a) if Yield for such Purchaser Interest is calculated on the basis of the
        LIBO Rate, a period of one, two, three or six months, or such other period as may be
        mutually agreeable to the Agent and Seller, commencing on a Business Day selected by Seller
        or the Agent pursuant to this Agreement. Such Tranche Period shall end on the day in the
        applicable succeeding calendar month which corresponds numerically to the beginning day of
        such Tranche Period, provided, however, that if there is no such numerically corresponding
        day in such succeeding month, such Tranche Period shall end on the last Business Day of
        such succeeding month; or


        
        (b) if Yield for such Purchaser Interest is calculated on the basis of the
        Prime Rate, a period commencing on a Business Day selected by Seller and agreed to by the
        Agent, provided no such period shall exceed one month.


        If any
        Tranche Period would end on a day which is not a Business Day, such Tranche Period shall
        end on the next succeeding Business Day,
        provided,
        however, that in the case of Tranche Periods
        corresponding to the LIBO Rate, if such next succeeding Business Day would fall in a new
        month, such Tranche Period shall end on the immediately preceding Business Day. In the case
        of any Tranche Period for any Purchaser Interest which commences before the Amortization
        Date and would otherwise end on a date occurring after the Amortization Date, such Tranche
        Period shall end on the Amortization Date. The duration of each Tranche Period which
        commences after the Amortization Date shall be of such duration as selected by the
        Agent.


        
        "Transaction Documents"
        means, collectively, this Agreement, each Purchase Notice, the Receivables Sale Agreement,
        each Collection Account Agreement, the Performance Undertaking, the Fee Letter, the
        Subordinated Note (as defined in the Receivables Sale Agreement) and all other instruments,
        documents and agreements executed and delivered in connection herewith.


        
        "UCC" means the Uniform
        Commercial Code as from time to time in effect in the specified jurisdiction.


        
        "Unconditional
        Liquidity Provider" means a Financial
        Institution that is identified by the Agent or by JPMorgan Chase as an entity which will
        not under any circumstance receive any Conduit Transfer Price Reduction
        hereunder.


        
        "Yield" means for each
        respective Tranche Period relating to Purchaser Interests of the Financial Institutions, an
        amount equal to the product of the applicable Discount Rate for each Purchaser Interest
        multiplied by the Capital of such Purchaser Interest for each day elapsed during such
        Tranche Period, annualized on a 360 day basis.


        
        "Yield Reserve" means, on
        any date, an amount equal to 1.5% multiplied by the Net Receivables Balance as of the close
        of business of
        the
        Servicer on such date.


        
        All accounting terms not specifically defined herein shall be construed in
        accordance with GAAP. All terms used in Article 9 of the UCC in the State of Illinois, and
        not specifically defined herein, are used herein as defined in such Article 9.


         


        
        I-14


         

        
        

        

         


        EXHIBIT
        II


        FORM OF
        PURCHASE NOTICE


        
        [Date]


        JPMorgan
        Chase Bank, N.A., as a
        Funding Agent


        1 Bank One
        Plaza, IL1-0079, 1-13,
        21st Floor


        
        Asset-Backed Finance


        Chicago,
        Illinois
        60670-0596
        0079


        
        The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a
        Funding Agent


        
        1251 Avenue of the Americas


        
        New York, NY 10020


        
        With a copy to:


        
        JPMorgan Chase Bank, N.A., as
        Agent


        
        1 Bank One Plaza, IL1-0079, 1-13, 21st
        Floor


        
        Asset-Backed Finance


        
        Chicago, Illinois 60670-0079


         


        
            	
                        
                        Attention:

                    	
                        
                        [Ann Somers]

                    


        


        Re:
        PURCHASE NOTICE


        Ladies and
        Gentlemen:


        
        Reference is hereby made to the Receivables Purchase Agreement, dated as of
        April 4, 2000, by and among Energizer Receivables Funding Corporation, a Delaware
        corporation (the "Seller"), Energizer
        Battery, Inc., as Servicer, the Financial Institutions, Falcon Asset Securitization
        Corporation ("Conduit"), and
        JPMorgan Chase Bank, N.A. (successor by merger
        to Bank One, NA (Main Office
        Chicago)),
        as Agent (as amended, restated and modified from time to time, the
        "Receivables Purchase Agreement").
        Capitalized terms used herein shall have the meanings assigned to such terms in the
        Receivables Purchase Agreement.


        
        The Agent
        isFunding Agents
        are hereby notified of the following Incremental
        Purchase:


        
            	
                        
                        Purchase Price:

                    	
                        
                        $

                    
	
                        
                        Date of Purchase:

                    	
                        
                        

                    
	
                        
                        Requested Discount Rate:

                    	
                        
                        [LIBO Rate] [Prime Rate] [Pooled Commercial Paper
                        rate]

                    


        


         


        
        Please credit the Purchase Price in immediately available funds to our
        Facility Account on the above-specified date of purchase to:


        [Account
        Name]


        [Account
        No.]


        [Bank Name
        & Address]


        [ABA
        #]


        
        Reference:


        Telephone
        advice to: [Name] @ tel. No. ( )


        
        Please advise [Name] at telephone no ( ) _________________
        ifany
        Conduit will not be making this purchase.


         


        
        II-1


         

        
        

        

         


        
        In connection with the Incremental Purchase to be made on the above listed
        "Date of Purchase" (the "Purchase
        Date"), the Seller hereby certifies that the following statements
        are true on the date hereof, and will be true on the Purchase Date (before and after giving
        effect to the proposed Incremental Purchase):


        
        (i)        the representations and
        warranties of the Seller set forth in Section 5.1 of the Receivables Purchase Agreement are
        true and correct on and as of the Purchase Date as though made on and as of such
        date;


        
        (ii)        no event has occurred
        and is continuing, or would result from the proposed Incremental Purchase, that will
        constitute an Amortization Event or a Potential Amortization Event;


        
        (iii)       the Facility Termination Date
        has not occurred, the Aggregate Capital does not exceed the Purchase Limit and the
        aggregate Purchaser Interests do not exceed 100%; and


        
        (iv)       the amount of Aggregate
        Capital is $_________ after giving effect to the Incremental Purchase to be made on the
        Purchase Date.


        
        Very truly yours,


        
        ENERGIZER RECEIVABLES FUNDING CORPORATION


         


        
        By:____________________________


        
        Name:


        
        Title:


         


        
        II-2


         

        
        

        

         


        EXHIBIT
        III


        PLACES OF
        BUSINESS OF THE SELLER PARTIES;


        LOCATIONS
        OF RECORDS;


        FEDERAL
        EMPLOYER IDENTIFICATION NUMBER(S)


        
        Energizer Receivables Funding Corporation


         


        
            	
                        
                         

                    	
                        
                        Place of Business and Location of Records:

                    	
                        
                        533 Maryville University Drive

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        St. Louis, Missouri 63141

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Federal Employer Identification Number:

                    	
                        
                        43-1883142

                    


        


         


         


        
        Energizer Battery, Inc.


         


        
            	
                        
                         

                    	
                        
                        Place of Business and Location of Records:

                    	
                        
                        533 Maryville University Drive

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                        St. Louis, Missouri 63141

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Federal Employer Identification Number:

                    	
                        
                        01-0758270

                    


        


         


         


        
        III-1


         

        
        

        

         


        EXHIBIT
        IV


        NAMES OF
        COLLECTION BANKS; COLLECTION ACCOUNTS


        
            	
                        
                        Lock-Box

                    	
                        
                        Related Collection Account

                    
	
                        
                        ACH/EFT (battery receivables)

                    	
                        
                        JPMorgan Chase Bank, N.A.


                        
                        Account #5954533

                    
	
                        
                        23145 Network Place


                        
                        Chicago, IL 60673-1231


                        
                        Lock-Box No. 23145 (battery receivables)

                    	
                        
                        JPMorgan Chase Bank, N.A.


                        
                        Account #5954533

                    
	
                        
                        ACH/EFT (Schick receivables)

                    	
                        
                        JPMorgan Chase Bank, N.A.


                        
                        Account #648727071

                    


        


         


         


        
        IV-1


         

        
        

        

         


        EXHIBIT
        V


        FORM OF
        COMPLIANCE CERTIFICATE


        To:
        JPMorgan Chase Bank, N.A., as Agent


         


        
        This Compliance Certificate is furnished pursuant to that certain
        Receivables Purchase Agreement, dated as of April 4, 2000 as amended, modified or restated
        from time to time, among Energizer Receivables Funding Corporation, a Delaware corporation
        (the "Seller"), Energizer Battery, Inc. (the "Servicer"), the Purchasers party thereto and
        JPMorgan Chase Bank, N.A., as agent for such Purchasers (the "Agreement"). Capitalized
        terms used and not otherwise defined herein are used with the meanings attributed thereto
        in the Agreement.


         


        
                        THE UNDERSIGNED HEREBY CERTIFIES ON BEHALF OF SELLER THAT:


         


        
        1.     I am the duly elected _______________ of
        [Insert name of applicable Seller Party or the Provider] (the "Applicable
        Party").


         


        
        2.     I have reviewed the terms of the Agreement
        and I have made, or have caused to be made under my supervision, a detailed review of the
        transactions and conditions of the Applicable Party and its Subsidiaries during the
        accounting period covered by the attached financial statements.


         


        
        3.     The examinations described in
        paragraph 2 did not disclose, a nd I have no
        knowledge of, the existence of any condition or event which constitutes an Amortization
        Event or Potential Amortization Event, during or at the end of the accounting period
        covered by the attached financial statements or as of the date of this Certificate, except
        as set forth in paragraph 6
        below.


         


        
        4.     I have reviewed the terms of Section 9.1(l)
        of the Agreement and I have made, or have caused to be made under my supervision, a
        detailed review of the applicable transactions, agreements and conditions of Energizer
        Holdings, Inc., a Missouri corporation (the "Provider"); and such examinations did not
        disclose, and I have no knowledge of, any failure of the Provider to perform or observe the
        covenants referenced in Section 9.1(l) of the Agreement, during or at the end of the
        accounting period covered by the attached financial statements or as of the date of this
        Certificate, except as set forth in paragraph 6
        below.


         


        
        5.     I have reviewed the terms of the Provider Financial
                        Covenants and I have made, or have caused to be made under my supervision,
                        a detailed review of the applicable transactions, agreements and conditions
                        of the Provider; and such examinations did not disclose, and I have no
                        knowledge of, any failure of the Provider to comply with the Provider
                        Financial Covenants, during or at the end of the accounting period covered
                        by the attached financial statements or as of the date of this Certificate
                        except as set forth in Paragraph
                        6 below. Furthermore, Schedule I attached hereto sets forth
                        financial data and computations evidencing the Provider's compliance with
                        the Provider Financial Covenants, all of which data and computations are
                        true, complete and correct.


         


        
        6.         Described below are
        the exceptions, if any, to paragraphs 3 to 5 by listing, in detail, the nature of the
        condition or event, the period during which it has existed and the action which the
        Seller, the
        Servicer or the Provider, as applicable, has taken, is taking or proposes to
        take with respect to each such condition or event:


        ____________________
______________________________________________________________________________________________________________
_________________________________________________________________________________________________


         


        
         


         


        
        V-1


         

        
        

        

         


        


        
        The foregoing certifications together with the computations set forth
        in Schedule I hereto, and the financial
        statements delivered with this Certificate in support hereof, are made and delivered this
        __ day of ________, 20__.


         


         


        __________________________

        Name:   _____________________

        Title:  ______________________



         


         


         


        
        V-2


         

        
        

        

         


        SCHEDULE
        I TO COMPLIANCE CERTIFICATE


         


        Schedule of
        Compliance as of ______________, ______ with the Provider Financial Covenants. Unless
        otherwise defined herein, the terms used in this Schedule I have the meanings ascribed
        thereto in the Provider Credit Agreement.


         


        This
        schedule relates to the [quarter or year] ended __________:


         


        I.
        SECTION 7.4 OF THE PROVIDER CREDIT AGREEMENT:
        FINANCIAL COVENANTS


        
            	
                        
                        A.

                    	
                        
                        MAXIMUM LEVERAGE RATIO (Section
                        7.4(A) of the Provider Credit
                        Agreement)

                    


        


        
            	
                        
                         

                    	
                        
                        1.

                    	
                        
                        All Indebtedness (other than Hedging Obligations)

                    


        


        
            	
                        
                         

                    	
                        
                        (as defined) of the Borrower and its Subsidiaries

                    


        


        
         


        
            	
                        
                         

                    	
                        
                        2.

                    	
                        
                        EBITDA

                    


        


        
            	
                        
                         

                    	
                        
                        a.

                    	
                        
                        Net Income

                    


        


        
            	
                        
                         

                    	
                        
                        b.

                    	
                        
                        +

                    	
                        
                        Interest Expense

                    


        


        
            	
                        
                         

                    	
                        
                        c.

                    	
                        
                        +

                    	
                        
                        Taxes

                    


        


        
            	
                        
                         

                    	
                        
                        d.

                    	
                        
                        Non-cash changes (except those that require accrual of a
                        reserve for anticipated future cash payment for any period)

                    


        


        
            	
                        
                         

                    	
                        
                        e.

                    	
                        
                        -

                    	
                       
                        Extraordinary Gains

                    


        


        
            	
                        
                         

                    	
                        
                        f.

                    	
                        
                        +

                    	
                       
                        Extraordinary
non-cash
charges

                    


        


        
            	
                        
                         

                    	
                        
                        g.

                    	
                        
                        =

                    	
                       
                        (EBIT) Sum of Lines 2.a.,
2.b., 2.c., 2.d., and 2.e.

                    


        


        
            	
                        
                         

                    	
                        
                        h.

                    	
                        
                        +

                    	
                       
                        Depreciation

                    


        


        
            	
                        
                         

                    	
                        
                        i.

                    	
                        
                        +

                    	
                       
                        Amortization

                    


        


        
            	
                        
                         

                    	
                        
                        j.

                    	
                        
                        =

                    	
                       
                        Sum of Lines 1.f, 1.g.
and 1.h. (EBITDA)

                    


        



        
            	
                        
                         

                    	
                        
                        3.

                    	
                        
                        Leverage Ratio

                    


        


        
            	
                        
                         

                    	
                        
                        (Ratio of (1) to (2))

                    


        


        
            	
                        
                         

                    	
                        
                        4.

                    	
                        
                        Required Ratio:

                    	
                        
                        # 3.5 to 1.0

                    


        


         


        
        V-3


         

        
        

        

         


        
        B.        
        MINIMUM INTEREST EXPENSE COVERAGE RATIO (Section
        7.4(B) of the Provider Credit Agreement)


        
            	
                        
                         

                    	
                        
                        1.

                    	
                        
                        EBIT (See I.A.2.9. above)

                    


        


        
            	
                        
                         

                    	
                        
                        2.

                    	
                        
                        Interest Expense for the period from

                    


        


        
        _________ to __________


        
            	
                        
                         

                    	
                        
                        3.

                    	
                        
                        Interest Expense Coverage Ratio

                    


        


        
            	
                        
                         

                    	
                        
                        (Ratio of (1) to (2))

                    


        


        
            	
                        
                         

                    	
                        
                        4.

                    	
                        
                        Required Ratio

                    	
                        
                        >3.0 to 1.0

                    


        


        
        The Borrower hereby certifies, through its _______________, that the
        information set forth above is accurate as of
        __________, to the
        best of such officer’s knowledge, after diligent inquiry, and that the financial
        statements delivered herewith present fairly the financial position of the Borrower and its
        Subsidiaries at the dates indicated and the results of their operations and changes in
        their financial position for the periods indicated in conformity with Agreement Accounting
        Principles, consistently applied.


        
            	
                        
                        Dated:

                    	
                        
                        ____________

                    


        


        
        ENERGIZER HOLDINGS, INC.


        
        By:__________________________


        
            	
                        
                         

                    	
                        
                        Name:

                    


        


        
            	
                        
                         

                    	
                        
                        Title:

                    


        


         


         


        
        V-4


         

        
        

        

         


        EXHIBIT
        VI


        FORM OF
        COLLECTION ACCOUNT AGREEMENT


        [On
        letterhead of Originator]


        _______________, ______


        
        [Collection Bank/Lock-Box Bank/Concentration Bank/Depositary Bank]


        
            	
                         

                    	
                        
                        Re:

                    	
                        
                        Energizer Battery, Inc./Energizer Receivables Funding
                        Corporation.

                    


        


        Ladies and
        Gentlemen:


        
        Reference is hereby made to P.O. Box # in [city,
        state, zip code] (the "Lock-Box") of
        which you have exclusive control for the purpose of receiving mail and processing payments
        therefrom pursuant to that certain [name of lock-box agreement] between you and the
        undersigned (the "Company") dated
        (the "Agreement"). You
        hereby confirm your agreement to perform the services described therein. Among the services
        you have agreed to perform therein, is to endorse all checks and other evidences of
        payment, and credit such payments to the Company's checking account no.
        maintained with you in the name of the Company (the
        "Lock-Box Account").


        
        The Company hereby informs you that pursuant to that certain Receivables
        Sale Agreement, dated as of April 4, 2000, between the Company and Energizer Receivables
        Funding Corporation (the "Seller"), the
        Company has transferred all of its right, title and interest in and to, and exclusive
        ownership and control of, the Lock-Box and the Lock-Box Account to Seller. The Company and
        Seller hereby request that the name of the Lock-Box Account be changed to "Energizer
        Battery, Inc., as Servicer."


        
        The Company and Seller hereby irrevocably instruct you, and you hereby
        agree, that upon receiving notice from JPMorgan Chase Bank, N.A.
        ("JPMorgan Chase") in the form attached
        hereto as Annex A: (i) the name of the
        Lock-Box Account will be changed to JPMorgan Chase for itself and as agent (or any designee
        of JPMorgan Chase) and JPMorgan Chase will have exclusive ownership of and access to the
        Lock-Box and the Lock-Box Account, and neither the Company, Seller nor any of their
        respective affiliates will have any control of the Lock-Box or the Lock-Box Account or any
        access thereto, (ii) you will either continue to send the funds from the Lock-Box to the
        Lock-Box Account, or will redirect the funds as JPMorgan Chase may otherwise request, (iii)
        you will transfer monies on deposit in the Lock-Box Account, at any time, as directed by
        JPMorgan Chase, (iv) all services to be performed by you under the Agreement will be
        performed on behalf of JPMorgan Chase and (v) all correspondence or other mail which you
        have agreed to send to the Company or Seller will be sent to JPMorgan Chase at the
        following address:


        
        JPMorgan Chase Bank, N.A.


        
            	
                         

                    	
                        
                        Suite

                    	
                        
                        ,
                        IL1-0079, 1-13, 21st
                        Floor

                    


        


        
        1 Bank One Plaza


        
        Chicago, Illinois
        60670-_____
        0079


        
        Attention: Credit Manager, Asset Backed


        
        Securities Division


        
        Moreover, upon such notice, JPMorgan Chase for itself and as agent will have
        all rights and remedies given to the Company (and Seller, as the Company's assignee) under
        the Agreement. Seller agrees, however, to continue to pay all fees and other assessments
        due thereunder at any time.


        
        You hereby acknowledge that monies deposited in the Lock-Box Account or any
        other account established with you by JPMorgan Chase for the purpose of receiving funds
        from the Lock-Box are subject to the liens


         


        
        VI-1


         

        
        

        

         


        of
        JPMorgan Chase for itself and as agent, and will not be subject to deduction, set-off,
        banker's lien or any other right you or any other party may have against the Company or
        Seller.


        
        THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
        HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
        THE STATE OF ILLINOIS. This letter agreement may be executed in any number of counterparts
        and all of such counterparts taken together will be deemed to constitute one and the same
        instrument.


        
        This letter agreement contains the entire agreement between the parties, and
        may not be altered, modified, terminated or amended in any respect, nor may any right,
        power or privilege of any party hereunder be waived or released or discharged, except upon
        execution by all parties hereto of a written instrument so providing. In the event that any
        provision in this letter agreement is in conflict with, or inconsistent with, any provision
        of the Agreement, this letter agreement will exclusively govern and control. Each party
        agrees to take all actions reasonably requested by any other party to carry out the
        purposes of this letter agreement or to preserve and protect the rights of each party
        hereunder.


         


        
        VI-2


         

        
        

        

         


        
        Please indicate your agreement to the terms of this letter agreement by
        signing in the space provided below. This letter agreement will become effective
        immediately upon execution of a counterpart of this letter agreement by all parties
        hereto.


        
        Very truly yours,


        
        ENERGIZER BATTERY, INC.


        
        By:_______________________________


        
        Name:


        
        Title:


        
        ENERGIZER RECEIVABLES FUNDING CORPORATION


        
        By:_______________________________


        
        Name:


        
        Title:


         


        
        Acknowledged and agreed to


        
            	
                        
                        this

                    	
                        
                        day of

                    


        


        [COLLECTION
        BANK]


        
        By:___________________________


        
        Name:


        
        Title:


        JPMORGAN
        CHASE BANK, N.A., as Agent


        
        By:___________________________


        
        Name:


        
        Title:


         


        
        VI-3


         

        
        

        

         


        ANNEX
        A


        FORM OF
        NOTICE


        [On
        letterhead of JPMorgan]


        _______________, ______


        
        [Collection Bank/Lock-Box Bank/Depositary Bank/Concentration
        Bank]


        
            	
                         

                    	
                        
                        Re:

                    	
                        
                        Energizer Battery, Inc./Energizer Receivables Funding
                        Corporation.

                    


        


        Ladies and
        Gentlemen:


        
        We hereby notify you that we are exercising our rights pursuant to that
        certain letter agreement among Energizer Battery, Inc., Energizer Receivables Funding
        Corporation, you and us, to have the name of, and to have exclusive ownership and control
        of, account number (the "Lock-Box
        Account") maintained with you, transferred to us. [Lock-Box
        Account will henceforth be a zero-balance account, and funds deposited in the Lock-Box
        Account should be sent at the end of each day to
        .] You have further agreed to perform all other
        services you are performing under that certain agreement dated
        between you and Energizer Battery, Inc. on our behalf.


        
        We appreciate your cooperation in this matter.


        
        Very truly yours,


        
        JPMORGAN CHASE BANK, N.A.,


        
        for itself and as agent


        
        By:_______________________________


        
        Name:


        
        Title:


         


         


        
        A-1


         

        
        

        

         


        EXHIBIT
        VII


        FORM OF
        ASSIGNMENT AGREEMENT


        
        THIS ASSIGNMENT AGREEMENT (this "Assignment
        Agreement") is entered into as of the ___ day of ____________,
        ____, by and between _____________________
        ("Assignor") and __________________
        ("Assignee").


        
        PRELIMINARY STATEMENTS


        
        A.        
        This Assignment Agreement is being executed and delivered in accordance with
        Section 12.1(b) of that certain Receivables Purchase Agreement, dated as of April 4, 2000,
        by and among Energizer Receivables Funding Corporation, Energizer Battery, Inc., as
        Servicer, Falcon Asset Securitization Corporation,
        JPMorgan Chase Bank, N.A. (successor by merger
        to Bank One, NA (Main Office
        Chicago)),
        as Agent, and the Financial Institutions party thereto (as amended, modified or restated
        from time to time, the "Purchase
        Agreement"). Capitalized terms used and not otherwise defined
        herein are used with the meanings set forth or incorporated by reference in the Purchase
        Agreement.


        
        B.        
        Assignor is a Financial Institution party to the Purchase Agreement, and
        Assignee wishes to become a Financial Institution thereunder; and


        
        C.        
        Assignor is selling and assigning to Assignee an undivided ____________%
        (the "Transferred Percentage") interest
        in all of Assignor's rights and obligations under the Purchase Agreement and the
        Transaction Documents, including, without limitation, Assignor's Commitment and (if
        applicable) the Capital of Assignor's Purchaser Interests as set forth herein.


        
        AGREEMENT


        
        The parties hereto hereby agree as follows:


        
        1.        
        The sale, transfer and assignment effected by this Assignment Agreement
        shall become effective (the "Effective
        Date") two (2) Business Days (or such other date selected by the
        Agent in its sole discretion) following the date on which a notice substantially in the
        form of Schedule II to this Assignment
        Agreement (the "Effective Notice") is
        delivered by the Agent
        toeach
        Conduit, Assignor and Assignee. From and after the Effective Date, Assignee
        shall be a Financial Institution party to the Purchase Agreement for all purposes thereof
        as if Assignee were an original party thereto and Assignee agrees to be bound by all of the
        terms and provisions contained therein.


        
        2.        
        If Assignor has no outstanding Capital under the Purchase Agreement, on the
        Effective Date, Assignor shall be deemed to have hereby transferred and assigned to
        Assignee, without recourse, representation or warranty (except as provided in
        paragraph 6 below), and the Assignee shall be
        deemed to have hereby irrevocably taken, received and assumed from Assignor, the
        Transferred Percentage of Assignor's Commitment and all rights and obligations associated
        therewith under the terms of the Purchase Agreement, including, without limitation, the
        Transferred Percentage of Assignor's future funding obligations under Section 4.1 of the
        Purchase Agreement.


        
        3.        
        If Assignor has any outstanding Capital under the Purchase Agreement, at or
        before 12:00 noon, local time of Assignor, on the Effective Date Assignee shall pay to
        Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred
        Percentage of the outstanding Capital of Assignor's Purchaser Interests (such amount, being
        hereinafter referred to as the "Assignee's
        Capital"); (ii) all accrued but unpaid (whether or not then due)
        Yield attributable to Assignee's Capital; and (iii) accruing but unpaid fees and other
        costs and expenses payable in respect of Assignee's Capital for the period commencing upon
        each date such unpaid amounts commence


         


        
        VII-1


         

        
        

        

         


        accruing,
        to and including the Effective Date (the "Assignee's Acquisition
        Cost"); whereupon, Assignor shall be deemed to have sold,
        transferred and assigned to Assignee, without recourse, representation or warranty (except
        as provided in paragraph 6 below), and
        Assignee shall be deemed to have hereby irrevocably taken, received and assumed from
        Assignor, the Transferred Percentage of Assignor's Commitment and the Capital of Assignor's
        Purchaser Interests (if applicable) and all related rights and obligations under the
        Purchase Agreement and the Transaction Documents, including, without limitation, the
        Transferred Percentage of Assignor's future funding obligations under Section 4.1 of the
        Purchase Agreement.


        
        4.        
        Concurrently with the execution and delivery hereof, Assignor will provide
        to Assignee copies of all documents requested by Assignee which were delivered to Assignor
        pursuant to the Purchase Agreement.


        
        5.        
        Each of the parties to this Assignment Agreement agrees that at any time and
        from time to time upon the written request of any other party, it will execute and deliver
        such further documents and do such further acts and things as such other party may
        reasonably request in order to effect the purposes of this Assignment Agreement.


        
        6.        
        By executing and delivering this Assignment Agreement, Assignor and Assignee
        confirm to and agree with each other, the Agent,
        Conduit
        the Funding Agents, the Conduits and the
        other Financial Institutions as follows: (a) other than the representation and warranty
        that it has not created any Adverse Claim upon any interest being transferred hereunder,
        Assignor makes no representation or warranty and assumes no responsibility with respect to
        any statements, warranties or representations made by any other Person in or in connection
        with the Purchase Agreement or the Transaction Documents or the execution, legality,
        validity, enforceability, genuineness, sufficiency or value of Assignee, the Purchase
        Agreement or any other instrument or document furnished pursuant thereto or the perfection,
        priority, condition, value or sufficiency of any collateral; (b) Assignor makes no
        representation or warranty and assumes no responsibility with respect to the financial
        condition of the Seller, any Obligor, any Affiliate of Seller or the performance or
        observance by the Seller, any Obligor, any Affiliate of Seller of any of their respective
        obligations under the Transaction Documents or any other instrument or document furnished
        pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a
        copy of the Purchase Agreement and copies of such other Transaction Documents, and other
        documents and information as it has requested and deemed appropriate to make its own credit
        analysis and decision to enter into this Assignment Agreement; (d) Assignee will,
        independently and without reliance upon the
        Agent,any Funding Agent,
        any Conduit, the Seller or any other Financial Institution
        or Purchaser and based on such documents and information as it shall deem appropriate at
        the time, continue to make its own credit decisions in taking or not taking action under
        the Purchase Agreement and the Transaction Documents; (e) Assignee appoints and authorizes
        the Agent to take such action as agent on its behalf and to exercise such powers under the
        Transaction Documents as are delegated to the Agent by the terms thereof, together with
        such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will
        perform in accordance with their terms all of the obligations which, by the terms of the
        Purchase Agreement and the other Transaction Documents, are required to be performed by it
        as a Financial Institution or, when applicable, as a Purchaser.


        
        7.        
        Each party hereto represents and warrants to and agrees with the Agent that
        it is aware of and will comply with the provisions of the Purchase Agreement, including,
        without limitation, Sections 4.1 and 14.6 thereof.


        
        8.        
        Schedule I hereto sets forth the revised
        Commitment of Assignor and the Commitment of Assignee, as well as administrative
        information with respect to Assignee.


        
        9.        
        THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
        WITH, THE LAWS OF THE STATE OF ILLINOIS.


        
        10. Assignee hereby covenants and agrees that, prior to the date which is
        one year and one day after the payment in full of all senior indebtedness for borrowed
        money of any
        Conduit, it will not institute against, or join


         


        
        VII-2


         

        
        

        

         


        any other
        Person in instituting
        against,such
        Conduit any bankruptcy, reorganization, arrangement, insolvency or
        liquidation proceedings or other similar proceeding under the laws of the United States or
        any state of the United States.


        
        IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement
        to be executed by their respective duly authorized officers as of the date
        hereof.


        
        [ASSIGNOR]


        
        By:


        
        Name:


        
        Title:


        
        [ASSIGNEE]


        
        By:


        
        Name:


        
        Title:


         


        
        VII-3


         

        
        

        

         


        SCHEDULE
        I TO ASSIGNMENT AGREEMENT


        LIST OF
        LENDING OFFICES, ADDRESSES


        FOR
        NOTICES AND COMMITMENT AMOUNTS


        Date:
        _______________, ____


        
            	
                        
                        Transferred Percentage:

                    	
                        
                        ________%

                    


        


        
            	
                        
                         

                    	
                        
                        A-1

                    	
                        
                        A-2

                    	
                        
                        B-1

                    	
                        
                        B-2

                    
	
                        
                        Assignor

                    	
                        
                        Commitment


                        
                        (prior to giving effect to the Assignment
                        Agreement)

                    	
                        
                        Commitment


                        
                        (after giving effect to the Assignment Agreement)

                    	
                        
                        Outstanding


                        
                        Capital


                        
                        (if any)

                    	
                        
                        Ratable Share of Outstanding Capital

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    


        


         


        
            	
                        
                         

                    	
                        
                         

                    	
                        
                        A-2

                    	
                        
                        B-1

                    	
                        
                        B-2

                    
	
                        
                        Assignee

                    	
                        
                         

                    	
                        
                        Commitment


                        
                        (after giving effect to the Assignment Agreement)

                    	
                        
                        Outstanding


                        
                        Capital


                        
                        (if any)

                    	
                        
                        Ratable Share of Outstanding Capital

                    
	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    	
                        
                         

                    


        


         


        
        Address for Notices


        ____________________


        ____________________


        
        Attention:


        
        Phone:


        
        Fax:


         


        
        VII-4


         

        
        

        

         


        
        SCHEDULE II TO ASSIGNMENT AGREEMENT


        
        EFFECTIVE NOTICE


        
        TO:________________________, Assignor


        
            	
                         

                    	
                        
                        ________________________

                    


        


        
            	
                         

                    	
                        
                        ________________________

                    


        


        
            	
                         

                    	
                        
                        ________________________

                    


        


        
        TO:________________________, Assignor


        
            	
                         

                    	
                        
                        ________________________

                    


        


        
            	
                         

                    	
                        
                        ________________________

                    


        


        
            	
                         

                    	
                        
                        ________________________

                    


        


        
        The undersigned, as Agent under the Receivables Purchase Agreement, dated as
        of April 4, 2000, by and among Energizer Receivables Funding Corporation, a Delaware
        corporation, Energizer Battery, Inc., as Servicer, Falcon Asset Securitization
        Corporation, JPMorgan Chase Bank, N.A.
        (successor by merger to Bank One, NA (Main Office
        Chicago)),
        as Agent, and the Financial Institutions party thereto, hereby acknowledges receipt of
        executed counterparts of a completed Assignment Agreement dated as of ____________, ____
        between __________________, as Assignor, and __________________, as Assignee. Terms defined
        in such Assignment Agreement are used herein as therein defined.


        
        1.        
        Pursuant to such Assignment Agreement, you are advised that the Effective
        Date will be ______________, ____.


        
        2.        
        The
        Conduit(s) in the related
        Conduit Group hereby
        consents
        to the Assignment Agreement as required by Section 12.1(b) of the
        Receivables Purchase Agreement.


        
        [3.  
        Pursuant to such Assignment Agreement, the Assignee is required to pay
        $____________ to Assignor at or before 12:00 noon (local time of Assignor) on the Effective
        Date in immediately available funds.]


        
        Very truly yours,


        
        JPMORGAN CHASE BANK, N.A.,


        
        individually and as Agent


        
        By:__________________________


        
        Title:_______________________


        
        FALCON ASSET SECURITIZATION
        CORPORATION


        
        [NAMES(S) OF RELEVANT
        CONDUIT(S)]


        
        By: ____________________________


        
        Authorized Signatory


         


        
        VII-5


         

        
        

        

         


        EXHIBIT
        VIII


        CREDIT
        AND COLLECTION POLICY


        See
        Exhibit V to Receivables Sale Agreement


         


         


         


        
        VIII-1


         

        
        

        

         


        EXHIBIT
        IX


        FORM OF
        CONTRACT(S)


        See
        Attached


         


         


         


        
        IX-1


         

        
        

        

         


        EXHIBIT
        X


        FORM OF
        MONTHLY REPORT


        See
        Attached


         


         


         


        
        X-1


         

        
        

        

         


        EXHIBIT
        XI


        FORM OF
        PERFORMANCE UNDERTAKING


        
        This Performance Undertaking (this
        "Undertaking"), dated as of April 4,
        2000, is executed by ENERGIZER HOLDINGS, INC., a Missouri corporation (the
        "Provider") in favor of ENERGIZER
        RECEIVABLES FUNDING CORPORATION, a Delaware corporation (together with its successors and
        assigns, "Recipient").


        
        RECITALS


        
        1.        
        Energizer Battery, Inc., a Delaware corporation (together with any successor
        or assign thereof, "Originator") and
        Recipient have entered into a Receivables Sale Agreement, dated as of April 4, 2000 (as
        amended, restated or otherwise modified from time to time, the
        "Sale Agreement"), pursuant to which
        Originator, subject to the terms and conditions contained therein, is selling its right,
        title and interest in certain of its accounts receivable to Recipient.


        
        2.        
        Originator is a Subsidiary of Provider and Provider is expected to receive
        substantial direct and indirect benefits from the sale of accounts receivable by Recipient
        to Originator pursuant to the Sale Agreement (which benefits are hereby
        acknowledged).


        
        3.        
        As an inducement for Recipient to purchase Originator's accounts receivable
        pursuant to the Sale Agreement, Provider has agreed to guaranty the due and punctual
        performance by Originator of its obligations under the Sale Agreement and its Servicing
        Related Obligations (as hereinafter defined).


        
        4.        
        Provider wishes to guaranty the due and punctual performance by Originator
        of its obligations to Recipient under or in respect of the Sale Agreement and its Servicing
        Related Obligations (as hereinafter defined), as provided herein.


        
        AGREEMENT


        
        NOW, THEREFORE, Provider hereby agrees as follows:


        
        Section
        1.          
        Definitions. Capitalized terms used herein and
        not defined herein shall have the respective meanings assigned thereto in the Sale
        Agreement or the Purchase Agreement (as hereinafter defined). In addition:


        
        "Obligations" means,
        collectively, (i) all covenants, agreements, terms, conditions and indemnities to be
        performed and observed by Originator under and pursuant to the Sale Agreement and each
        other document executed and delivered by Originator pursuant to the Sale Agreement,
        including,
        without
        limitation, the due and punctual payment of all
        sums which are or may become due and owing by Originator under the Sale Agreement, whether
        for fees, expenses (including counsel fees), indemnified amounts or otherwise, whether upon
        any termination or for any other reason and (ii) all obligations of Originator (1) as
        Servicer under the Receivables Purchase Agreement, dated as of April 4, 2000, by and among
        Recipient, Originator, as Servicer, Falcon Asset Securitization Corporation, the Financial
        Institutions and JPMorgan Chase Bank, N.A.
        (successor by merger to Bank One, NA (Main Office
        Chicago)),
        as Agent (as amended, restated or otherwise modified, the
        "Purchase Agreement"; and the Purchase
        Agreement, together with the Sale Agreement, the
        "Agreements") or (2) which arise
        pursuant to Sections 8.2, 8.3 or 14.4(a) of the Purchase Agreement as a result of its
        termination as Servicer (all such obligations collectively, the
        "Servicing Related
        Obligations").


        
        Section
        2.          
        Guaranty of Performance of Obligations.
        Provider hereby guarantees to Recipient, the full and punctual payment and performance by
        Originator of the Obligations. This Undertaking is an absolute, unconditional and
        continuing guaranty of the full and punctual performance of all of the Obligations of
        Originator under the Agreements and each other document executed and delivered by
        Originator pursuant to the Agreements and is in no way conditioned upon any requirement
        that Recipient first attempt to collect any amounts owing by Originator to Recipient (or
        its assigns), the Agent or the Purchasers from any other Person or resort to any collateral
        security, any balance of any deposit account or credit on the books of Recipient, the Agent
        or any Purchaser in favor of Originator or any other Person or other means of obtaining
        payment. Should Originator default in the


         

        
        

        

         


        payment or
        performance of any of the Obligations, Recipient (or its assigns) may cause the immediate
        performance by Provider of the Obligations and cause any payment Obligations to become
        forthwith due and payable to Recipient (or its assigns), without demand or notice of any
        nature (other than as expressly provided herein), all of which are hereby expressly waived
        by Provider. Notwithstanding the foregoing, this Undertaking is not a guarantee of the
        collection of any of the Receivables and Provider shall not be responsible for any
        Obligations to the extent the failure to perform such Obligations by Originator results
        from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of
        creditworthiness of the related Obligor;
        provided, that nothing herein shall relieve
        Originator from performing in full its Obligations under the Agreements or Provider of its
        undertaking hereunder with respect to the full performance of such duties.


        
        Section
        3.          
        Provider's Further Agreements to Pay. Provider
        further agrees, as the principal obligor and not as a guarantor only, to pay to Recipient
        (and its assigns), forthwith upon demand in funds immediately available to Recipient, all
        reasonable costs and expenses (including court costs and legal expenses) incurred or
        expended by Recipient in connection with the Obligations, this Undertaking and the
        enforcement thereof, together with interest on amounts recoverable under this Undertaking
        from the time when such amounts become due until payment, at a rate of interest (computed
        for the actual number of days elapsed based on a 360 day year) equal to the Prime Rate plus
        2% per annum, such rate of interest changing when and as the Prime Rate changes.


        
        Section
        4.          
        Waivers by Provider. Provider waives notice of
        acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its
        assigns) in reliance on this Undertaking, and any requirement that Recipient (or its
        assigns) be diligent or prompt in making demands under this Undertaking, giving notice of
        any Termination Event, Amortization Event, other default or omission by Originator or
        asserting any other rights of Recipient under this Undertaking. Provider warrants that it
        has adequate means to obtain from Originator, on a continuing basis, information concerning
        the financial condition of Originator, and that it is not relying on Recipient to provide
        such information, now or in the future. Provider also irrevocably waives all defenses (i)
        that at any time may be available in respect of the Obligations by virtue of any statute of
        limitations, valuation, stay, moratorium law or other similar law now or hereafter in
        effect or (ii) that arise under the law of suretyship, including impairment of collateral.
        Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the
        assent of Provider and without relieving Provider of any liability under this Undertaking,
        to deal with Originator and with each other party who now is or after the date hereof
        becomes liable in any manner for any of the Obligations, in such manner as Recipient in its
        sole discretion deems fit, and to this end Provider agrees that the validity and
        enforceability of this Undertaking, including without limitation, the provisions of
        Section 7 hereof, shall not be impaired or
        affected by any of the following: (a) any extension, modification or renewal of, or
        indulgence with respect to, or substitutions for, the Obligations or any part thereof or
        any agreement relating thereto at any time; (b) any failure or omission to enforce any
        right, power or remedy with respect to the Obligations or any part thereof or any agreement
        relating thereto, or any collateral securing the Obligations or any part thereof; (c) any
        waiver of any right, power or remedy or of any Termination Event, Amortization Event, or
        default with respect to the Obligations or any part thereof or any agreement relating
        thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or
        modification, with or without consideration, of any other obligation of any person or
        entity with respect to the Obligations or any part thereof; (e) the enforceability or
        validity of the Obligations or any part thereof or the genuineness, enforceability or
        validity of any agreement relating thereto or with respect to the Obligations or any part
        thereof; (f) the application of payments received from any source to the payment of any
        payment Obligations of Originator or any part thereof or amounts which are not covered by
        this Undertaking even though Recipient (or its assigns) might lawfully have elected to
        apply such payments to any part or all of the payment Obligations of Originator or to
        amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff
        or other rights which Provider may have at any time against Originator in connection
        herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or
        any part thereof; or (i) any failure on the part of Originator to perform or comply with
        any term of the Agreements or any other document executed in connection therewith or
        delivered thereunder, all whether or not Provider shall have had notice or knowledge of any
        act or omission referred to in the foregoing clauses (a) through (i) of this
        Section 4.


        
        Section
        5.          
        Unenforceability of Obligations Against
        Originator. Notwithstanding (a) any change of ownership of
        Originator or the insolvency, bankruptcy or any other change in the legal status of
        Originator; (b) the change in or the imposition of any law, decree, regulation or other
        governmental act which does or might impair, delay or in any way affect the validity,
        enforceability or the payment when due of the Obligations; (c) the failure of Originator or
        Provider to maintain in full force, validity or effect or to obtain or renew when required
        all governmental and other approvals, licenses or consents required in connection with the
        Obligations or this


         


        
        XI-2


         

        
        

        

         


        
        Undertaking, or to take any other action required in connection with the
        performance of all obligations pursuant to the Obligations or this Undertaking; or (d) if
        any of the moneys included in the Obligations have become irrecoverable from Originator for
        any other reason other than final payment in full of the payment Obligations in accordance
        with their terms, this Undertaking shall nevertheless be binding on Provider. This
        Undertaking shall be in addition to any other guaranty or other security for the
        Obligations, and it shall not be rendered unenforceable by the invalidity of any such other
        guaranty or security. In the event that acceleration of the time for payment of any of the
        Obligations is stayed upon the insolvency, bankruptcy or reorganization of Originator or
        for any other reason with respect to Originator, all such amounts then due and owing with
        respect to the Obligations under the terms of the Agreements, or any other agreement
        evidencing, securing or otherwise executed in connection with the Obligations, shall be
        immediately due and payable by Provider.


        
        Section
        6.          
        Representations and Warranties. Provider hereby
        represents and warrants to Recipient that:


        
        (a)       
        Existence and Standing. Provider is a
        corporation duly organized, validly existing and in good standing under the laws of its
        jurisdiction of incorporation. Provider has and holds all corporate power and all
        governmental licenses, authorizations, consents and approvals required to carry on its
        business in each jurisdiction in which its business is conducted, except where the failure
        to so hold could not reasonably be expected to have a Material Adverse Effect.


        
        (b)       
        Authorization, Execution and Delivery; Binding
        Effect. Provider has the corporate power and authority and legal
        right to execute and deliver this Undertaking, perform its obligations hereunder and
        consummate the transactions herein contemplated. The execution and delivery by Provider of
        this Undertaking, the performance of its obligations and consummation of the transactions
        contemplated hereunder have been duly authorized by proper corporate proceedings, and
        Provider has duly executed and delivered this Undertaking. This Undertaking constitutes the
        legal, valid and binding obligation of Provider enforceable against Provider in accordance
        with its terms, except as enforceability may be limited by bankruptcy, insolvency,
        reorganization or other similar laws relating to or limiting creditors' rights generally
        and by general principles of equity (regardless of whether enforcement is sought in a
        proceeding in equity or at law).


        
        (c)       
        No Conflict; Government Consent. The execution
        and delivery by Provider of this Undertaking and the performance of its obligations
        hereunder are within its corporate powers, have been duly authorized by all necessary
        corporate action, do not contravene or violate (i) its articles or certificate of
        incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any
        restrictions under any agreement, contract or instrument to which it is a party or by which
        it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or
        decree binding on or affecting it or its property and, do not result in the creation or
        imposition of any Adverse Claim on assets of Provider.


        
        (d)       
        Financial Statements. The consolidated
        financial statements of Provider and its consolidated Subsidiaries dated as of December 31,
        1999 heretofore delivered to Recipient have been prepared in accordance with generally
        accepted accounting principles consistently applied and fairly present in all material
        respects the consolidated financial condition and results of operations of Provider and its
        consolidated Subsidiaries as of such date and for the period ended on such date. Since
        December 31, 1999, no event has occurred which would or could reasonably be expected to
        have a Material Adverse Effect.


        
        (e)       
        Taxes. Provider has filed all United States
        federal tax returns and all other tax returns which are required to be filed and has paid
        all taxes due pursuant to said returns or pursuant to any assessment received by Provider
        or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith
        and as to which adequate reserves have been provided. The United States income tax returns
        of Provider have been audited by the Internal Revenue Service through the fiscal year ended
        1992. No federal or state tax liens have been filed and no claims are being asserted with
        respect to any such taxes. The charges, accruals and reserves on the books of Provider in
        respect of any taxes or other governmental charges are adequate.


        
        (f)        
        Litigation and Contingent Obligations. Except
        as disclosed in the filings made by Provider with the Securities and Exchange Commission,
        there are no actions, suits or proceedings pending or, to the best of Provider's knowledge
        threatened against or affecting Provider or any of its properties, in or before any court,
        arbitrator or other body, that could reasonably be expected to have a material adverse
        effect on (i) the business,


         


        
        XI-3


         

        
        

        

         


        
        properties, condition (financial or otherwise) or results of operations of
        Provider and its Subsidiaries taken as a whole, (ii) the ability of Provider to perform its
        obligations under this Undertaking, or (iii) the validity or enforceability of any of this
        Undertaking or the rights or remedies of Recipient hereunder. Provider is not in default
        with respect to any order of any court, arbitrator or governmental body and does not have
        any material contingent obligations not provided for or disclosed in the financial
        statements referred to in Section
        6(d).


        
        Section
        7.          
        Subrogation; Subordination. Notwithstanding
        anything to the contrary contained herein, until the Obligations are paid in full Provider:
        (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of
        Recipient, the Agent or any Purchaser against Originator, (b) hereby waives all rights of
        subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code,
        at law or in equity or otherwise) to the claims of Recipient, the Agent and the Purchasers
        against Originator and all contractual, statutory or legal or equitable rights of
        contribution, reimbursement, indemnification and similar rights and "claims" (as that term
        is defined in the United States Bankruptcy Code) which Provider might now have or hereafter
        acquire against Originator that arise from the existence or performance of Provider's
        obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against
        Originator in respect of any liability of Provider to Originator, and (d) waives any
        benefit of and any right to participate in any collateral security which may be held by
        Recipient, the Agent or the Purchasers. The payment of any amounts due with respect to any
        indebtedness of Originator now or hereafter owed to Provider is hereby subordinated to the
        prior payment in full of all of the Obligations. Provider agrees that, after the occurrence
        of any default in the payment or performance of any of the Obligations, Provider will not
        demand, sue for or otherwise attempt to collect any such indebtedness of Originator to
        Provider until all of the Obligations shall have been paid and performed in full. If,
        notwithstanding the foregoing sentence, Provider shall collect, enforce or receive any
        amounts in respect of such indebtedness while any Obligations are still unperformed or
        outstanding, such amounts shall be collected, enforced and received by Provider as trustee
        for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account
        of the Obligations without affecting in any manner the liability of Provider under the
        other provisions of this Undertaking. The provisions of this
        Section 7 shall be supplemental to and not in
        derogation of any rights and remedies of Recipient under any separate subordination
        agreement which Recipient may at any time and from time to time enter into with
        Provider.


        
        Section
        8.          
        Termination of Performance Undertaking.
        Provider's obligations hereunder shall continue in full force and effect until all
        Obligations are finally paid and satisfied in full and the Purchase Agreement is
        terminated, provided, that this
        Undertaking shall continue to be effective or shall be reinstated, as the case may be, if
        at any time payment or other satisfaction of any of the Obligations is rescinded or must
        otherwise be restored or returned upon the bankruptcy, insolvency or reorganization of
        Originator or otherwise, as though such payment had not been made or other satisfaction
        occurred, whether or not Recipient (or its assigns) is in possession of this Undertaking.
        No invalidity, irregularity or unenforceability by reason of the federal bankruptcy code or
        any insolvency or other similar law, or any law or order of any government or agency
        thereof purporting to reduce, amend or otherwise affect the Obligations shall impair,
        affect, be a defense to or claim against the obligations of Provider under this
        Undertaking.


        
        Section
        9.          
        Effect of Bankruptcy. This Performance
        Undertaking shall survive the insolvency of Originator and the commencement of any case or
        proceeding by or against Originator under the federal bankruptcy code or other federal,
        state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic
        stay under the federal bankruptcy code with respect to Originator or other federal, state
        or other applicable bankruptcy, insolvency or reorganization statutes to which Originator
        is subject shall postpone the obligations of Provider under this Undertaking.


        
        Section
        10.        
        Setoff. Regardless of the other means of
        obtaining payment of any of the Obligations, Recipient (and its assigns) is hereby
        authorized at any time and from time to time, without notice to Provider (any such notice
        being expressly waived by Provider) and to the fullest extent permitted by law, to set off
        and apply any deposits and other sums against the obligations of Provider under this
        Undertaking, whether or not Recipient (or any such assign) shall have made any demand under
        this Undertaking and although such Obligations may be contingent or unmatured.


        
        Section
        11.        
        Taxes. All payments to be made by Provider
        hereunder shall be made free and clear of any deduction or withholding. If Provider is
        required by law to make any deduction or withholding on account of tax or otherwise from
        any such payment, the sum due from it in respect of such payment shall be increased to
        the


         


        
        XI-4


         

        
        

        

         


        extent
        necessary to ensure that, after the making of such deduction or withholding, Recipient (or
        its assigns) receives a net sum equal to the sum which it would have received had no
        deduction or withholding been made.


        
        Section
        12.        
        Further Assurances. Provider agrees that it
        will from time to time, at the request of Recipient (or its assigns), provide information
        relating to the business and affairs of Provider as Recipient may reasonably request.
        Provider also agrees to do all such things and execute all such documents as Recipient (or
        its assigns) may reasonably consider necessary or desirable to give full effect to this
        Undertaking and to perfect and preserve the rights and powers of Recipient
        hereunder.


        
        Section
        13.        
        Successors and Assigns. This Undertaking shall
        be binding upon Provider, its successors and permitted assigns, and shall inure to the
        benefit of and be enforceable by Recipient and its successors and assigns. Provider may not
        assign or transfer any of its obligations hereunder without the prior written consent of
        each of Recipient and the Agent. Without limiting the generality of the foregoing
        sentences, Recipient and its successors and assigns may assign or otherwise transfer the
        Agreements, any other documents executed in connection therewith or delivered thereunder or
        any other agreement or note held by them evidencing, securing or otherwise executed in
        connection with the Obligations, or sell participations in any interest therein, to any
        other entity or other person, and such other entity or other person shall thereupon become
        vested, to the extent set forth in the agreement evidencing such assignment, transfer or
        participation, with all the rights in respect thereof granted to Recipient
        herein.


        
        Section
        14.        
        Amendments and Waivers. No amendment or waiver
        of any provision of this Undertaking nor consent to any departure by Provider therefrom
        shall be effective unless the same shall be in writing and signed by Recipient, the Agent
        and Provider. No failure on the part of Recipient to exercise, and no delay in exercising,
        any right hereunder shall operate as a waiver thereof; nor shall any single or partial
        exercise of any right hereunder preclude any other or further exercise thereof or the
        exercise of any other right.


        
        Section
        15.        
        Notices. All notices and other communications
        provided for hereunder shall be made in writing and shall be addressed as follows: if to
        Provider, at the address set forth beneath its signature hereto, and if to Recipient, at
        the addresses set forth beneath its signature hereto, or at such other addresses as each of
        Provider or Recipient may designate in writing to the other. Each such notice or other
        communication shall be effective if given by telecopy, upon the receipt thereof, if given
        by mail, three (3) Business Days after the time such communication is deposited in the mail
        with first class postage prepaid, or if given by any other means, when received at the
        address specified in this Section
        15.


        
        Section
        16.       
        GOVERNING LAW. THIS UNDERTAKING SHALL
        BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
        STATE OF ILLINOIS.


        
        Section
        17.       
        CONSENT TO JURISDICTION. EACH OF
        PROVIDER AND RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
        UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR
        PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING, THE AGREEMENTS OR ANY OTHER
        DOCUMENT EXECUTED IN CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PROVIDER AND
        RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
        MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY
        NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
        SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.


        
        Section
        18.        
        Bankruptcy Petition. Provider hereby covenants
        and agrees that, prior to the date that is one year and one day after the payment in full
        of all outstanding senior indebtedness of
        the
        any Conduit, it will not institute
        against, or join any other Person in instituting against,
        the
        such Conduit any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings or other similar
        proceeding under the laws of the United States or any state of the United
        States.


        
        Section
        19.        
        Miscellaneous. This Undertaking constitutes the
        entire agreement of Provider with respect to the matters set forth herein. The rights and
        remedies herein provided are cumulative and not exclusive of any remedies provided by law
        or any other agreement, and this Undertaking shall be in addition to any other


         


        
        XI-5


         

        
        

        

         


        guaranty
        of or collateral security for any of the Obligations. The provisions of this Undertaking
        are severable, and in any action or proceeding involving any state corporate law, or any
        state or federal bankruptcy, insolvency, reorganization or other law affecting the rights
        of creditors generally, if the obligations of Provider hereunder would otherwise be held or
        determined to be avoidable, invalid or unenforceable on account of the amount of Provider's
        liability under this Undertaking, then, notwithstanding any other provision of this
        Undertaking to the contrary, the amount of such liability shall, without any further action
        by Provider or Recipient, be automatically limited and reduced to the highest amount that
        is valid and enforceable as determined in such action or proceeding. Any provisions of this
        Undertaking which are 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 not invalidate or render unenforceable such provision in any
        other jurisdiction. Unless otherwise specified, references herein to "Section" shall mean a
        reference to sections of this Undertaking.


        * * *
        *


         


         


         


        
        XI-6


         

        
        

        

         


        
        IN WITNESS WHEREOF, Provider has caused this Undertaking to be executed and
        delivered as of the date first above written.


        
        ENERGIZER HOLDINGS, INC.


        
        By:__________________________


        
        Name:


        
        Title:


        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        [800 Chouteau Avenue]

                    


        


        
        St. Louis, Missouri [63102]


        
        ENERGIZER RECEIVABLES FUNDING CORPORATION


        
        By:__________________________


        
        Name:


        
        Title:


        
            	
                         

                    	
                        
                        Address:

                    	
                        
                        533 Maryville University Drive

                    


        


        
        St. Louis, Missouri 63141


         


         


         


        
        XI-7


         

        
        

        

         


        SCHEDULE
        A


        
        COMMITMENTS OF FINANCIAL INSTITUTIONS


        
        Conduit Group with respect to
        Falcon:


         


        
            	
                        
                        Financial Institution

                    	
                        
                        Commitment

                    
	
                        
                        JPMorgan Chase Bank, N.A.

                    	
                        
                        $178,500,000.00
                        132,600,000.00

                    


        


         


        
        Conduit Group with respect to Gotham and
        Victory:


         


        
            	
                        
                        Financial
                        Institution

                    	
                        
                        Commitment

                    
	
                        
                        Bank of Tokyo-Mitsubishi UFJ, Ltd.,
                        New York Branch

                    	
                        
                        $122,400,000.00

                    


        


         


         

        
        

        

         


        SCHEDULE
        B


        DOCUMENTS
        TO BE DELIVERED TO THE AGENT


        ON OR
        PRIOR TO THE INITIAL PURCHASE


        PART I:
        Documents to be Delivered in Connection with the Receivables Sale Agreement


        
            	
                        
                        1.

                    	
                        
                        Executed copies of the Receivables Sale Agreement, duly
                        executed by the parties thereto.

                    


        


        
            	
                        
                        2.

                    	
                        
                        Copy of the Resolutions of the Board of Directors of
                        Originator certified by its Secretary, authorizing Originator's execution,
                        delivery and performance of the Receivables Sale Agreement and the other
                        documents to be delivered by it thereunder.

                    


        


        
            	
                        
                        3.

                    	
                        
                        Articles or Certificate of Incorporation of Originator
                        certified by the Secretary of State of the jurisdiction of incorporation of
                        Originator on or within thirty (30) days prior to the initial Purchase (as
                        defined in the Receivables Sale Agreement).

                    


        


        
            	
                        
                        4.

                    	
                        
                        Good Standing Certificate for Originator issued by the
                        Secretaries of State of its state of incorporation and each jurisdiction
                        where it has material operations, each of which is listed below:

                    


        


        
        a.


        
        b.


        
            	
                        
                        5.

                    	
                        
                        A certificate of the Secretary of Originator certifying: (i)
                        the names and signatures of the officers authorized on its behalf to
                        execute the Receivables Sale Agreement and any other documents to be
                        delivered by it thereunder and (ii) a copy of Originator's
                        By-Laws.

                    


        


        
            	
                        
                        6.

                    	
                        
                        Pre-filing state and federal tax lien, judgment lien and UCC
                        lien searches against Originator from the following
                        jurisdictions:

                    


        


        
        a.


        
        b.


        
            	
                        
                        7.

                    	
                        
                        Time stamped receipt copies of proper financing statements,
                        duly filed under the UCC on or before the date of the initial Purchase (as
                        defined in the Receivables Sale Agreement) in all jurisdictions as may be
                        necessary or, in the opinion of Seller (or its assigns), desirable, under
                        the UCC of all appropriate jurisdictions or any comparable law in order to
                        perfect the ownership interests contemplated by the Receivables Sale
                        Agreement.

                    


        


        
            	
                        
                        8.

                    	
                        
                        Time stamped receipt copies of proper UCC termination
                        statements, if any, necessary to release all security interests and other
                        rights of any Person in the Receivables, Contracts or Related Security
                        previously granted by Originator.

                    


        


        
            	
                        
                        9.

                    	
                        
                        Executed Collection Account Agreements for each Lock-Box and
                        Collection Account.

                    


        


        
            	
                        
                        10.

                    	
                        
                        A favorable opinion of legal counsel for Originator
                        reasonably acceptable to Seller (or its assigns) which addresses the
                        following matters and such other matters as Seller (or its assigns) may
                        reasonably request:

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        Originator is a corporation duly incorporated, validly
                        existing and in good standing under the laws of its state of
                        incorporation.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        Originator has all requisite authority to conduct its
                        business in each jurisdiction where failure to be so qualified would have a
                        material adverse effect on Originator's business.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        The execution and delivery by Originator of the Receivables
                        Sale Agreement and each other Transaction Document to which it is a party
                        and its performance of its obligations

                    


        


        
         

        
        

        

        
         


        
        thereunder have been duly authorized by all necessary corporate action and
        proceedings on the part of Originator and will not:


        
            	
                         

                    	
                        
                        (a)

                    	
                        
                        require any action by or in respect of, or filing with, any
                        governmental body, agency or official (other than the filing of UCC
                        financing statements);

                    


        


        
            	
                         

                    	
                        
                        (b)

                    	
                        
                        contravene, or constitute a default under, any provision of
                        applicable law or regulation or of its articles or certificate of
                        incorporation or bylaws or of any agreement, judgment, injunction, order,
                        decree or other instrument binding upon Originator; or

                    


        


        
            	
                         

                    	
                        
                        (c)

                    	
                        
                        result in the creation or imposition of any Adverse Claim on
                        assets of Originator or any of its Subsidiaries (except as contemplated by
                        the Receivables Sale Agreement).

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        The Receivables Sale Agreement and each other Transaction
                        Document to which it is a party has been duly executed and delivered by
                        Originator and constitutes the legal, valid and binding obligation of
                        Originator enforceable in accordance with its terms, except to the extent
                        the enforcement thereof may be limited by bankruptcy, insolvency or similar
                        laws affecting the enforcement of creditors' rights generally and subject
                        also to the availability of equitable remedies if equitable remedies are
                        sought.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        The provisions of the Receivables Sale Agreement are
                        effective to create a valid security interest in favor of Seller in all
                        Receivables and upon the filing of financing statements, Seller shall
                        acquire a first priority, perfected security interest in such
                        Receivables.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        To the best of the opinion giver's knowledge, there is no
                        action, suit or other proceeding against Originator or any Affiliate of
                        Originator, which would materially adversely affect the business or
                        financial condition of Originator and its Affiliates taken as a whole or
                        which would materially adversely affect the ability of Originator to
                        perform its obligations under the Receivables Sale Agreement.

                    


        


        
            	
                        
                        11.

                    	
                        
                        A "true sale" opinion and "substantive consolidation"
                        opinion of counsel for Originator with respect to the transactions
                        contemplated by the Receivables Sale Agreement.

                    


        


        
            	
                        
                        12.

                    	
                        
                        A Compliance Certificate.

                    


        


        
            	
                        
                        13.

                    	
                        
                        Executed copies of (i) all consents from and authorizations
                        by any Persons and (ii) all waivers and amendments to existing credit
                        facilities, that are necessary in connection with the Receivables Sale
                        Agreement.

                    


        


        
            	
                        
                        14.

                    	
                        
                        Executed copies of the Subscription Agreement (as defined in
                        the Receivables Sale Agreement).

                    


        


        
            	
                        
                        15.

                    	
                        
                        Executed copies of the Subordinated Note (as defined in the
                        Receivables Sale Agreement) by Seller in favor of Originator and of the
                        Demand Note by Originator in favor of Seller.

                    


        


        
            	
                        
                        16.

                    	
                        
                        A direction letter executed by Originator authorizing Seller
                        (and its assignees) and directing warehousemen to allow Seller (and its
                        assignees) to inspect and make copies from Originator's books and records
                        maintained at off-site data processing or storage facilities.

                    


        


        PART
        II: Documents to Be Delivered in Connection with this Agreement


        
            	
                        
                        1.

                    	
                        
                        Executed copies of this Agreement, duly executed by the
                        parties thereto.

                    


        


         

        
        

        

         


        
            	
                        
                        2.

                    	
                        
                        Copy of the Resolutions of the Board of Directors of each
                        Seller Party and Provider certified by its Secretary authorizing such
                        Person's execution, delivery and performance of this Agreement and the
                        other documents to be delivered by it hereunder.

                    


        


        
            	
                        
                        3.

                    	
                        
                        Articles or Certificate of Incorporation of each Seller
                        Party and Provider certified by the Secretary of State of its jurisdiction
                        of incorporation on or within thirty (30) days prior to the initial
                        Incremental Purchase.

                    


        


        
            	
                        
                        4.

                    	
                        
                        Good Standing Certificate for each Seller Party and Provider
                        issued by the Secretaries of State of its state of incorporation and each
                        jurisdiction where it has material operations, each of which is listed
                        below:

                    


        


        
            	
                         

                    	
                        
                        a.

                    	
                        
                        Seller:

                    


        


        
            	
                         

                    	
                        
                        b.

                    	
                        
                        Servicer:

                    


        


        
            	
                         

                    	
                        
                        c.

                    	
                        
                        Provider:

                    


        


        
            	
                        
                        5.

                    	
                        
                        A certificate of the Secretary of each Seller Party and
                        Provider certifying (i) the names and signatures of the officers authorized
                        on its behalf to execute this Agreement and any other documents to be
                        delivered by it hereunder and (ii) a copy of such Person's
                        By-Laws.

                    


        


        
            	
                        
                        6.

                    	
                        
                        Pre-filing state and federal tax lien, judgment lien and UCC
                        lien searches against each Seller Party from the following
                        jurisdictions:

                    


        


        
            	
                         

                    	
                        
                        a.

                    	
                        
                        Seller:

                    


        


        
            	
                         

                    	
                        
                        b.

                    	
                        
                        Servicer:

                    


        


        
            	
                        
                        7.

                    	
                        
                        Time stamped receipt copies of proper financing statements,
                        duly filed under the UCC on or before the date of the initial Incremental
                        Purchase in all jurisdictions as may be necessary or, in the opinion of the
                        Agent, desirable, under the UCC of all appropriate jurisdictions or any
                        comparable law in order to perfect the ownership interests contemplated by
                        this Agreement.

                    


        


        
            	
                        
                        8.

                    	
                        
                        Time stamped receipt copies of proper UCC termination
                        statements, if any, necessary to release all security interests and other
                        rights of any Person in the Receivables, Contracts or Related Security
                        previously granted by Seller.

                    


        


        
            	
                        
                        9.

                    	
                        
                        Executed copies of Collection Account Agreements for each
                        Lock-Box and Collection Account.

                    


        


        
            	
                        
                        10.

                    	
                        
                        A favorable opinion of legal counsel for the Seller Parties
                        and Provider reasonably acceptable to the Agent which addresses the
                        following matters and such other matters as the Agent may reasonably
                        request:

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        Each Seller Party and Provider is a corporation duly
                        incorporated, validly existing and in good standing under the laws of its
                        state of incorporation.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        Each Seller Party and Provider has all requisite authority
                        to conduct its business in each jurisdiction where failure to be so
                        qualified would have a material adverse effect on such Person's
                        business.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        The execution and delivery by each Seller Party and Provider
                        of this Agreement and each other Transaction Document to which it is a
                        party and its performance of its obligations thereunder have been duly
                        authorized by all necessary corporate action and proceedings on the part of
                        such Person and will not:

                    


        


        
        (a)       
        require any action by or in respect of, or filing with, any governmental
        body, agency or official (other than the filing of UCC financing statements);


        
        (b)       
        contravene, or constitute a default under, any provision of applicable law
        or regulation or of its articles or certificate of incorporation or bylaws or of any
        agreement, judgment, injunction, order, decree or other instrument binding upon such
        Person; or


         

        
        

        

         


        
        (c)       
        result in the creation or imposition of any Adverse Claim on assets of such
        Person or any of its Subsidiaries (except as contemplated by this Agreement).


        
            	
                         

                    	
                        
                        --

                    	
                        
                        This Agreement and each other Transaction Document to which
                        such Person is a party has been duly executed and delivered by such Person
                        and constitutes the legal, valid and binding obligation of such Person,
                        enforceable in accordance with its terms, except to the extent the
                        enforcement thereof may be limited by bankruptcy, insolvency or similar
                        laws affecting the enforcement of creditors' rights generally and subject
                        also to the availability of equitable remedies if equitable remedies are
                        sought.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        The provisions of this Agreement are effective to create a
                        valid security interest in favor of the Agent for the benefit of the
                        Purchasers in all Receivables, and upon the filing of financing statements,
                        the Agent for the benefit of the Purchasers shall acquire a first priority,
                        perfected security interest in such Receivables.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        To the best of the opinion giver's knowledge, there is no
                        action, suit or other proceeding against any Seller Party, Provider or any
                        of their respective Affiliates, which would materially adversely affect the
                        business or financial condition of such Person and its Affiliates taken as
                        a whole or which would materially adversely affect the ability of such
                        Person to perform its obligations under any Transaction Document to which
                        it is a party.

                    


        


        
            	
                        
                        11.

                    	
                        
                        If requested by Conduit or the Agent, a favorable opinion of
                        legal counsel for each Financial Institution, reasonably acceptable to the
                        Agent which addresses the following matters:

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        This Agreement has been duly authorized by all necessary
                        corporate action of such Financial Institution.

                    


        


        
            	
                         

                    	
                        
                        --

                    	
                        
                        This Agreement has been duly executed and delivered by such
                        Financial Institution and, assuming due authorization, execution and
                        delivery by each of the other parties thereto, constitutes a legal, valid
                        and binding obligation of such Financial Institution, enforceable against
                        such Financial Institution in accordance with its terms.

                    


        


        
            	
                        
                        12.

                    	
                        
                        A Compliance Certificate.

                    


        


        
            	
                        
                        13.

                    	
                        
                        The Fee Letter.

                    


        


        
            	
                        
                        14.

                    	
                        
                        A Monthly Report as at _____________.

                    


        


        
            	
                        
                        15.

                    	
                        
                        Executed copies of (i) all consents from and authorizations
                        by any Persons and (ii) all waivers and amendments to existing credit
                        facilities, that are necessary in connection with this
                        Agreement.

                    


        


        
            	
                        
                        16.

                    	
                        
                        A direction letter executed by Seller and
                        the
                        Servicer authorizing the Agent and Conduit, and directing
                        warehousemen to allow the Agent and Conduit to inspect and make copies from
                        Seller's books and records maintained at off-site data processing or
                        storage facilities.

                    


        


        
            	
                        
                        17.

                    	
                        
                        For each Purchaser that is not incorporated under the laws
                        of the United States of America, or a state thereof, two duly completed
                        copies of United States Internal Revenue Service Forms W-8BEN or W-8ECI,
                        certifying in either case that such Purchaser is entitled to receive
                        payments under this Agreement without deduction or withholding of any
                        United States federal income taxes.