exhibit10a.htm


    
      

    

    


    


    


    ENERGIZER
      HOLDINGS,
      INC.

    


    


    


    $890,000,000

    Senior
      Notes

    


    


    $95,000,000
      5.71%
      Senior Notes, Series 2007-A, due October 15, 2010

    $135,000,000
      6.01%
      Senior Notes, Series 2007-B, due October 15, 2012

    $50,000,000
      6.09%
      Senior Notes, Series 2007-C, due October 15, 2013

    $80,000,000
      6.23%
      Senior Notes, Series 2007-D, due October 15, 2014

    $70,000,000
      6.36%
      Senior Notes, Series 2007-E, due October 15, 2015

    $150,000,000
      6.48%
      Senior Notes, Series 2007-F, due October 15, 2016

    $310,000,000
      6.55%
      Senior Notes, Series 2007-G, due October 15, 2017

    


    _________

    


    NOTE
      PURCHASE
      AGREEMENT

    


    _________

    


    


    


    Dated
      as of October
      15, 2007

    


    


    


    


    


    Series
      2007-A
      PPN:  29266R J#6

    Series
      2007-B PPN:
      29266R K*8

    Series
      2007-C PPN:
      29266R K@6

    Series
      2007-D PPN:
      29266R K#4

    Series
      2007-E PPN:
      29266R L*7

    Series
      2007-F PPN:
      29266R L@5

    Series
      2007-G PPN:
      29266R L#3

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TABLE
      OF
      CONTENTS

    


    Section Page

     

    


     

    
      	
              1.

            	
              AUTHORIZATION
                OF NOTES. 

            	
            


    

    
      	
               

            	
              1.1.

            	
              The
                Notes. 

            	
            


    

    
      	
               

            	
              1.2.

            	
              Additional
                Interest. 

            	
            


    

     

    
      	
              2.

            	
              SALE
                AND
                PURCHASE OF NOTES. 

            	
            


    

     

    
      	
              3.

            	
              CLOSING. 

            	
            


    

     

    
      	
              4.

            	
              CONDITIONS
                TO
                CLOSING. 

            	
            


    

    
      	
               

            	
              4.1.

            	
              Representations
                and Warranties. 

            	
            


    

    
      	
               

            	
              4.2.

            	
              Performance;
                No Default. 

            	
            


    

    
      	
               

            	
              4.3.

            	
              Compliance
                Certificates. 

            	
            


    

    
      	
               

            	
              4.4.

            	
              Opinions
                of
                Counsel. 

            	
            


    

    
      	
               

            	
              4.5.

            	
              Purchase
                Permitted By Applicable Law, etc. 

            	
            


    

    
      	
               

            	
              4.6.

            	
              Sale
                of Other
                Notes. 

            	
            


    

    
      	
               

            	
              4.7.

            	
              Payment
                of
                Special Counsel Fees. 

            	
            


    

    
      	
               

            	
              4.8.

            	
              Private
                Placement Numbers. 

            	
            


    

    
      	
               

            	
              4.9.

            	
              Changes
                in
                Corporate Structure. 

            	
            


    

    
      	
              4.10.

            	
                
                Subsidiary Guaranty. 

            	
            


    

    
      	
              4.11.

            	
              Proceedings
                and Documents. 

            	
            


    

     

    
      	
              5.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY. 

            	
               

            


    

    
      	
               

            	
              5.1.

            	
              Organization;
                Power and Authority. 

            	
            


    

    
      	
               

            	
              5.2.

            	
              Authorization,
                etc. 

            	
            


    

    
      	
               

            	
              5.3.

            	
              Disclosure. 

            	
            


    

    
      	
               

            	
              5.4.

            	
              Organization
                and Ownership of Shares of Subsidiaries. 

            	
            


    

    
      	
               

            	
              5.5.

            	
              Financial
                Statements. 

            	
            


    

    
      	
               

            	
              5.6.

            	
              Compliance
                with Laws, Other Instruments, etc. 

            	
            


    

    
      	
               

            	
              5.7.

            	
              Governmental
                Authorizations, etc. 

            	
            


    

    
      	
               

            	
              5.8.

            	
              Litigation;
                Observance of Statutes and Orders. 

            	
            


    

    
      	
               

            	
              5.9.

            	
              Taxes. 

            	
            


    

    
      	
              5.10.

            	
              Title
                to
                Property; Leases. 

            	
            


    

    
      	
              5.11.

            	
              Licenses,
                Permits, etc. 

            	
            


    

    
      	
              5.12.

            	
              Compliance
                with ERISA. 

            	
            


    

    
      	
              5.13.

            	
              Private
                Offering by the Company. 

            	
            


    

    
      	
              5.14.

            	
              Use
                of
                Proceeds; Margin Regulations. 

            	
            


    

    
      	
              5.15.

            	
              Existing
                Indebtedness. 

            	
            


    

    
      	
              5.16.

            	
              Foreign
                Assets Control Regulations, Anti-Terrorism Order, etc
                . 

            	
            


    

    
      	
              5.17.

            	
              Status
                under
                Certain Statutes. 

            	
            


    

    
      	
              5.18.

            	
              Solvency
                of
                Subsidiary Guarantors. 

            	
            


    

    
      	
              5.19.

            	
              Environmental
                Matters. 

            	
            


    

     

    
      	
              6.

            	
              REPRESENTATIONS
                OF THE PURCHASERS. 

            	
               

            


    

    
      	
               

            	
              6.1.

            	
              Purchase
                for
                Investment. 

            	
               

            


    

    
      	
               

            	
              6.2.

            	
              Source
                of
                Funds. 

            	
               

            


    

     

    
      	
              7.

            	
              INFORMATION
                AS TO COMPANY. 

            	
               

            


    

    
      	
               

            	
              7.1.

            	
              Financial
                and
                Business Information. 

            	
               

            


    

    
      	
               

            	
              7.2.

            	
              Officer’s
                Certificate. 

            	
               

            


    

    
      	
               

            	
              7.3.

            	
              Inspection. 

            	
               

            


    

     

    
      	
              8.

            	
              PREPAYMENT
                OF
                THE NOTES. 

            	
               

            


    

    
      	
               

            	
              8.1.

            	
              No
                Scheduled
                Prepayments. 

            	
               

            


    

    
      	
               

            	
              8.2.

            	
              Optional
                Prepayments with Make-Whole Amount. 

            	
               

            


    

    
      	
               

            	
              8.3.

            	
              Mandatory
                Offer to Prepay Upon Change of Control. 

            	
               

            


    

    
      	
               

            	
              8.4.

            	
              Allocation
                of
                Partial Prepayments. 

            	
               

            


    

    
      	
               

            	
              8.5.

            	
              Maturity;
                Surrender, etc. 

            	
               

            


    

    
      	
               

            	
              8.6.

            	
              Purchase
                of
                Notes. 

            	
               

            


    

    
      	
               

            	
              8.7.

            	
              Make-Whole
                Amount. 

            	
               

            


    

     

    
      	
              9.

            	
              AFFIRMATIVE
                COVENANTS. 

            	
               

            


    

    
      	
               

            	
              9.1.

            	
              Compliance
                with Law. 

            	
               

            


    

    
      	
               

            	
              9.2.

            	
              Insurance. 

            	
               

            


    

    
      	
               

            	
              9.3.

            	
              Maintenance
                of Properties. 

            	
               

            


    

    
      	
               

            	
              9.4.

            	
              Payment
                of
                Taxes and Claims. 

            	
               

            


    

    
      	
               

            	
              9.5.

            	
              Corporate
                Existence, etc. 

            	
               

            


    

     

    
      	
              10.

            	
              NEGATIVE
                COVENANTS. 

            	
               

            


    

    
      	
              10.1.

            	
              Consolidated
                Indebtedness; Indebtedness of Restricted
                Subsidiaries. 

            	
               

            


    

    
      	
              10.2.

            	
              Liens. 

            	
               

            


    

    
      	
              10.3.

            	
              Sale
                of
                Assets. 

            	
               

            


    

    
      	
              10.4.

            	
              Mergers,
                Consolidations, etc. 

            	
               

            


    

    
      	
              10.5.

            	
              Disposition
                of Stock of Restricted Subsidiaries. 

            	
               

            


    

    
      	
              10.6.

            	
              Designation
                of Restricted and Unrestricted Subsidiaries. 

            	
               

            


    

    
      	
              10.7.

            	
              Restricted
                Subsidiary Guaranties. 

            	
               

            


    

    
      	
              10.8.

            	
              Nature
                of
                Business. 

            	
               

            


    

    
      	
              10.9.

            	
              Transactions
                with Affiliates. 

            	
               

            


    

     

    
      	
              11.

            	
              EVENTS
                OF
                DEFAULT. 

            	
               

            


    

     

    
      	
              12.

            	
              REMEDIES
                ON
                DEFAULT, ETC. 

            	
               

            


    

    
      	
              12.1.

            	
              Acceleration. 

            	
               

            


    

    
      	
              12.2.

            	
              Other
                Remedies. 

            	
               

            


    

    
      	
              12.3.

            	
              Rescission. 

            	
               

            


    

    
      	
              12.4.

            	
              No
                Waivers or
                Election of Remedies, Expenses, etc

            


    

     

    
      	
              13.

            	
              REGISTRATION;
                EXCHANGE; SUBSTITUTION OF NOTES. 

            	
               

            


    

    
      	
              13.1.

            	
              Registration
                of Notes. 

            	
               

            


    

    
      	
              13.2.

            	
              Transfer
                and
                Exchange of Notes. 

            	
               

            


    

    
      	
              13.3.

            	
              Replacement
                of Notes. 

            	
               

            


    

     

    
      	
              14.

            	
              PAYMENTS
                ON
                NOTES. 

            	
               

            


    

    
      	
              14.1.

            	
              Place
                of
                Payment. 

            	
               

            


    

    
      	
              14.2.

            	
              Home
                Office
                Payment. 

            	
               

            


    

     

    
      	
              15.

            	
              EXPENSES,
                ETC. 

            	
               

            


    

    
      	
              15.1.

            	
              Transaction
                Expenses. 

            	
               

            


    

    
      	
              15.2.

            	
              Survival. 

            	
               

            


    

     

    
      	
              16.

            	
              SURVIVAL
                OF
                REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. 

            	
               

            


    

     

    
      	
              17.

            	
              AMENDMENT
                AND
                WAIVER. 

            	
               

            


    

    
      	
              17.1.

            	
              Requirements. 

            	
               

            


    

    
      	
              17.2.

            	
              Solicitation
                of Holders of Notes. 

            	
               

            


    

    
      	
              17.3.

            	
              Binding
                Effect, etc. 

            	
               

            


    

    
      	
              17.4.

            	
              Notes
                held by
                Company, etc. 

            	
               

            


    

     

    
      	
              18.

            	
              NOTICES. 

            	
               

            


    

     

    
      	
              19.

            	
              REPRODUCTION
                OF DOCUMENTS. 

            	
               

            


    

     

    
      	
              20.

            	
              CONFIDENTIAL
                INFORMATION. 

            	
               

            


    

     

    
      	
              21.

            	
              SUBSTITUTION
                OF PURCHASER. 

            	
               

            


    

     

    
      	
              22.

            	
              RELEASE
                OF
                SUBSIDIARY GUARANTOR. 

            	
               

            


    

     

    
      	
              23.

            	
              MISCELLANEOUS. 

            	
               

            


    

    
      	
              23.1.

            	
              Successors
                and Assigns. 

            	
               

            


    

    
      	
              23.2.

            	
              Payments
                Due
                on Non-Business Days. 

            	
               

            


    

    
      	
              23.3.

            	
              Severability. 

            	
               

            


    

    
      	
              23.4.

            	
              Construction. 

            	
               

            


    

    
      	
              23.5.

            	
              Counterparts. 

            	
               

            


    

    
      	
              23.6.

            	
              Governing
                Law. 

            	
               

            


    

     

    
      	
              (5)

            	
              Note
                to be
                issued in the name of:  THE VARIABLE ANNUITY LIFE INSURANCE
                COMPANY 

            	
               

            


    

     

    
      	
              (6)

            	
              Tax
                I.D.
                Number for The Variable Annuity Life Insurance
                Company:  74-1625348 

            	
               

            


    

     

    
      	
              (7)

            	
              Physical
                Delivery Instructions: 

            	
               

            


    

    
      	
               

            	
              JP
                Morgan
                Chase Bank

            


    

    
      	
               

            	
              JP
                Morgan
                Chase Bank

            


    

    
      	
               

            	
              JP
                Morgan
                Chase Bank

            


    

    
      	
               

            	
              JP
                Morgan
                Chase Bank

            


    

    


    
      	
              SCHEDULE
                A

            	
              --

            	
              Information
                Relating to Purchasers

            


    

    
      	
              SCHEDULE
                B

            	
              --

            	
              Defined
                Terms

            


    

    
      	
              SCHEDULE
                B-1

            	
              --

            	
              Investments

            


    

    
      	
              SCHEDULE
                4.9

            	
              --

            	
              Changes
                in
                Corporate Structure

            


    

    
      	
              SCHEDULE
                5.3

            	
              --

            	
              Disclosure
                Materials

            


    

    
      	
              SCHEDULE
                5.4

            	
              --

            	
              Subsidiaries
                of the Company and Ownership of Subsidiary
                Stock

            


    

    
      	
              SCHEDULE
                5.5

            	
              --

            	
              Financial
                Statements

            


    

    
      	
              SCHEDULE
                5.11

            	
              --

            	
              Licenses,
                Permits, etc.

            


    

    
      	
              SCHEDULE
                5.14

            	
              --

            	
              Use
                of
                Proceeds

            


    

    
      	
              SCHEDULE
                5.15

            	
              --

            	
              Indebtedness

            


    

    
      	
              SCHEDULE
                10.2

            	
              --

            	
              Liens

            


    

    
      	
              EXHIBIT
                1
                (a)

            	
              --

            	
              Form
                of
                Series 2007-A Note

            


    

    
      	
              EXHIBIT
                1
                (b)

            	
              --

            	
              Form
                of
                Series 2007-B Note

            


    

    
      	
              EXHIBIT
                1
                (c)

            	
              --

            	
              Form
                of
                Series 2007-C Note

            


    

    
      	
              EXHIBIT
                1
                (d)

            	
              --

            	
              Form
                of
                Series 2007-D Note

            


    

    
      	
              EXHIBIT
                1
                (e)

            	
              --

            	
              Form
                of
                Series 2007-E Note

            


    

    
      	
              EXHIBIT
                1
                (f)

            	
              --

            	
              Form
                of
                Series 2007-F Note

            


    

    
      	
              EXHIBIT
                1
                (g)

            	
              --

            	
              Form
                of
                Series 2007-G Note

            


    

    
      	
              EXHIBIT
                1
                (h)

            	
              --

            	
              Form
                of
                Subsidiary Guaranty

            


    

    
      	
              EXHIBIT
                4.4(a)

            	
              --

            	
              Form
                of
                Opinion of Counsel for the Company and the Subsidiary

            	
               

            


    

    
      	
              EXHIBIT
                4.4(b)

            	
              --

            	
              Form
                of
                Opinion of Special Counsel for the
                Purchasers

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ENERGIZER
      HOLDINGS,
      INC.

    533
      Maryville
      University Drive

    St.
      Louis,
      MO  63141

    (314)
      985-2087

    Fax:  (314)
      985-2220

    


    $890,000,000

    Senior
      Notes

    


    $95,000,000
      5.71%
      Senior Notes, Series 2007-A, due October 15, 2010

    $135,000,000
      6.01%
      Senior Notes, Series 2007-B, due October 15, 2012

    $50,000,000
      6.09%
      Senior Notes, Series 2007-C, due October 15, 2013

    $80,000,000
      6.23%
      Senior Notes, Series 2007-D, due October 15, 2014

    $70,000,000
      6.36%
      Senior Notes, Series 2007-E, due October 15, 2015

    $150,000,000
      6.48%
      Senior Notes, Series 2007-F, due October 15, 2016

    $310,000,000
      6.55%
      Senior Notes, Series 2007-G, due October 15, 2017

    


    Dated
      as of October
      15, 2007

    


    


    TO
      EACH OF THE
      PURCHASERS LISTED IN

    THE
      ATTACHED
      SCHEDULE A:

    


    Ladies
      and
      Gentlemen:

    


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

     

    
      	
              1.  

            	
              AUTHORIZATION
                OF NOTES.

            


    

     

    
      	
              1.1.  

            	
              The
                Notes.  

            


    

     

    The
      Company has
      authorized the issue and sale of $890,000,000 aggregate principal amount of
      its
      Senior Notes consisting of:  (i) $95,000,000 aggregate principal
      amount of its 5.71% Senior Notes, Series 2007-A, due October 15, 2010 (the
      “Series 2007-A
      Notes”);                   (ii) $135,000,000
      aggregate principal amount of its 6.01% Senior Notes, Series 2007-B, due October
      15, 2012 (the “Series 2007-B Notes”); (iii) $50,000,000 aggregate principal
      amount of its 6.09% Senior Notes, Series 2007-C, due October 15, 2013 (the
      “Series 2007-C Notes”); (iv) $80,000,000 aggregate principal amount of its 6.23%
      Senior Notes, Series 2007-D, due October 15, 2014 (the “Series 2007-D Notes”);
      (v) $70,000,000 aggregate principal amount of its 6.36% Senior Notes,
      Series 2007-E, due October 15, 2015 (the “Series 2007-E Notes”); (vi)
      $150,000,000 aggregate principal amount of its 6.48% Senior Notes, Series
      2007-F, due October 15, 2016 (the “Series 2007-F Notes”); and (vii) $310,000,000
      aggregate principal amount of its 6.55% Senior Notes, Series 2007-G, due October
      15, 2017 (the “Series 2007-G
      Notes”                   and,
      together with the Series 2007-A Notes, the Series 2007-B Notes, the Series
      2007-C Notes, the Series 2007-D Notes, the Series 2007-E Notes and the Series
      2007-F Notes, the “Notes,” such term to include any such Notes issued in
      substitution therefor pursuant to Section 13 of this Agreement).  The
      Notes will be substantially in the forms set out in Exhibits 1(a), 1(b), 1(c),
      1(d), 1(e), 1(f) and 1(g), with such changes therefrom, if any, as may be
      approved by the purchasers of such Notes, or series thereof, and the
      Company.  Certain capitalized terms used in this Agreement are defined
      in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise
      specified, to a Schedule or an Exhibit attached to this
      Agreement.  Subject to Section 22, the Notes will be guaranteed by
      each Subsidiary that is now or in the future becomes a signatory to the Bank
      Guarantees (individually, a “Subsidiary Guarantor” and collectively, the
“Subsidiary Guarantors”) pursuant to a guaranty substantially in the form of
      Exhibit 1(h) (the “Subsidiary Guaranty”).

     

    
      	
              1.2.  

            	
              Additional
                Interest.  

            


    

     

    If
      the Debt to
      EBITDA Ratio at any time exceeds 3.5 to 1.00, as evidenced by an Officer’s
      Certificate delivered pursuant to Section 7.2(a), the interest rate payable
      on
      each series of Notes shall be increased by 0.75%, commencing on the first day
      of
      the first fiscal quarter following the fiscal quarter in respect of which such
      Certificate was delivered and continuing until the Company has provided an
      Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the
      end of the fiscal quarter in respect of which such Certificate is delivered,
      the
      Debt to EBITDA Ratio is not more than 3.5 to 1.0.  Following delivery
      of an Officer’s Certificate demonstrating that the Debt to EBITDA Ratio did not
      exceed 3.5 to 1.0, the additional 0.75% interest shall cease to accrue or be
      payable for any fiscal quarter subsequent to the fiscal quarter in respect
      of
      which such Certificate is delivered.  

     

    
      	
              2.  

            	
              SALE
                AND PURCHASE OF NOTES.

            


    

     

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

     

    
      	
              3.  

            	
              CLOSING.

            


    

     

    The
      sale and
      purchase of the Notes to be purchased by you and the Other Purchasers shall
      occur at the offices of Foley & Lardner LLP, 321 North Clark Street,
      Suite 2800, Chicago, Illinois 60610-4764, at 9:00 a.m., Chicago time, at a
      closing (the “Closing”) on October 15, 2007 or on such other Business Day
      thereafter on or prior to October 31, 2007 as may be agreed upon by the Company
      and you and the Other Purchasers.  At the Closing the Company will
      deliver to you the Notes to be purchased by you in the form of a single Note
      (or
      such greater number of Notes in denominations of at least $150,000 as you may
      request) dated the date of the Closing and registered in your name (or in the
      name of your nominee), against delivery by you to the Company or its order
      of
      immediately available funds in the amount of the purchase price therefor by
      wire
      transfer of immediately available funds for the account of the Company to
      account number 12331-33027 at Bank of America, San Francisco, California, ABA
      No. 026-009-593.  If at the Closing the Company fails to tender
      such Notes to you as provided above in this Section 3, or any of the conditions
      specified in Section 4 shall not have been fulfilled to your satisfaction,
      you
      shall, at your election, be relieved of all further obligations under this
      Agreement, without thereby waiving any rights you may have by reason of such
      failure or such nonfulfillment.

     

    
      	
              4.  

            	
              CONDITIONS
                TO CLOSING.

            


    

     

    Your
      obligation to
      purchase and pay for the Notes to be sold to you at the Closing is subject
      to
      the fulfillment to your satisfaction, prior to or at the Closing, of the
      following conditions:

     

    
      	
              4.1.  

            	
              Representations
                and Warranties.

            


    

     

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

     

    
      	
              4.2.  

            	
              Performance;
                No Default.

            


    

     

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

     

    
      	
              4.3.  

            	
              Compliance
                Certificates.

            


    

     

    (a)  Officer’s
      Certificate.  The Company shall have delivered to you an Officer’s
      Certificate, dated the date of the Closing, certifying that the conditions
      specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

     

    (b)  Secretary’s
      Certificate.  The Company shall have delivered to you a
      certificate certifying as to the resolutions attached thereto and other
      corporate proceedings relating to the authorization, execution and delivery
      of
      the Notes and the Agreement.

     

    
      	
              4.4.  

            	
              Opinions
                of Counsel.

            


    

     

    You
      shall have
      received opinions in form and substance satisfactory to you, dated the date
      of
      the Closing (a) from Bryan Cave LLP, counsel for the Company and the Subsidiary
      Guarantors, covering the matters set forth in Exhibit 4.4(a) and covering such
      other matters incident to the transactions contemplated hereby as you or your
      counsel may reasonably request (and the Company instructs its counsel to deliver
      such opinion to you) and (b) from Foley & Lardner LLP, your special
      counsel in connection with such transactions, substantially in the form set
      forth in Exhibit 4.4(b) and covering such other matters incident to such
      transactions as you may reasonably request.

     

    
      	
              4.5.  

            	
              Purchase
                Permitted By Applicable Law,
                etc.

            


    

     

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

     

    
      	
              4.6.  

            	
              Sale
                of Other Notes.

            


    

     

    Contemporaneously
      with the Closing, the Company shall sell to the Other Purchasers and the Other
      Purchasers shall purchase the Notes to be purchased by them at the Closing
      as
      specified in Schedule A.

     

    
      	
              4.7.  

            	
              Payment
                of Special Counsel Fees.

            


    

     

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

     

    
      	
              4.8.  

            	
              Private
                Placement Numbers.

            


    

     

    Private
      Placement
      Numbers issued by Standard & Poor’s CUSIP Service Bureau (in cooperation
      with the Securities Valuation Office of the National Association of Insurance
      Commissioners) shall have been obtained by Foley & Lardner LLP for each
      series of the Notes.

     

    
      	
              4.9.  

            	
              Changes
                in Corporate Structure.

            


    

     

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

     

    
      	
              4.10.  

            	
              Subsidiary
                Guaranty.

            


    

     

    Each
      Subsidiary
      Guarantor shall have executed and delivered the Subsidiary Guaranty in favor
      of
      you and the Other Purchasers and you shall have received a copy of a fully
      executed counterpart thereof.

     

    
      	
              4.11.  

            	
              Proceedings
                and Documents.

            


    

     

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

     

    
      	
              5.  

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANY.

            


    

     

    The
      Company
      represents and warrants to you that:

     

    
      	
              5.1.  

            	
              Organization;
                Power and Authority.

            


    

     

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

     

    
      	
              5.2.  

            	
              Authorization,
                etc.

            


    

     

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

     

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

     

    
      	
              5.3.  

            	
              Disclosure.

            


    

     

    The
      Company,
      through its agents, Banc of America Securities LLC and J.P. Morgan Securities
      Inc., has delivered to you and each Other Purchaser a copy of a Private
      Placement Memorandum, dated September 2007 and the supplemental financial
      information referred to therein (the “Memorandum”), relating to the transactions
      contemplated hereby.  Except as disclosed in Schedule 5.3, this
      Agreement, the Memorandum, the documents, certificates or other writings
      identified in Schedule 5.3 and the financial statements listed in
      Schedule 5.5, taken as a whole, do not contain any untrue statement of a
      material fact or omit to state any material fact necessary to make the
      statements therein not misleading in light of the circumstances under which
      they
      were made.  Except as disclosed in the Memorandum or as expressly
      described in Schedule 5.3, or in one of the documents, certificates or other
      writings identified therein, or in the financial statements listed in
      Schedule 5.5, since September 30, 2006, there has been no change in the
      financial condition, operations, business or properties of the Company or any
      Subsidiary except changes that individually or in the aggregate would not
      reasonably be expected to have a Material Adverse Effect.

     

    
      	
              5.4.  

            	
              Organization
                and Ownership of Shares of
                Subsidiaries.

            


    

     

    (a)  Schedule
      5.4 is
      (except as noted therein) a complete and correct list of the Company’s
      Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
      jurisdiction of its organization, and the percentage of shares of each class
      of
      its capital stock or similar equity interests outstanding owned by the Company
      and each other Subsidiary.

     

    (b)   All
      of the
      outstanding shares of capital stock or similar equity interests of each
      Subsidiary shown in Schedule 5.4 as being owned by the Company and its
      Subsidiaries have been validly issued, are fully paid and nonassessable and
      are
      owned by the Company or another Subsidiary free and clear of any Lien (except
      as
      otherwise disclosed in Schedule 5.4).

     

    (c)  Each
      Subsidiary
      identified in Schedule 5.4 is a corporation or other legal entity duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization, and is duly qualified as a foreign corporation
      or
      other legal entity and is in good standing in each jurisdiction in which such
      qualification is required by law, other than those jurisdictions as to which
      the
      failure to be so qualified or in good standing would not, individually or in
      the
      aggregate, reasonably be expected to have a Material Adverse
      Effect.  Each such Subsidiary has the corporate or other power and
      authority to own or hold under lease the properties it purports to own or hold
      under lease and to transact the business it transacts and proposes to
      transact.

     

    
      	
              5.5.  

            	
              Financial
                Statements.

            


    

     

    The
      Company has
      delivered to you and each Other Purchaser copies of the financial statements
      of
      the Company and its Subsidiaries listed on Schedule 5.5.  All of said
      financial statements (including in each case the related schedules and notes)
      fairly present in all material respects the consolidated financial condition
      of
      the Company and its Subsidiaries as of the respective dates specified in such
      Schedule and the consolidated results of their operations and cash flows for
      the
      respective periods so specified and have been prepared in accordance with GAAP
      consistently applied throughout the periods involved except as set forth in
      the
      notes thereto (subject, in the case of any interim financial statements, to
      normal year-end adjustments).

     

    
      	
              5.6.  

            	
              Compliance
                with Laws, Other Instruments,
                etc.

            


    

     

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

     

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

     

    
      	
              5.7.  

            	
              Governmental
                Authorizations, etc.

            


    

     

    No
      consent,
      approval or authorization of, or registration, filing or declaration with,
      any
      Governmental Authority is required in connection with the execution, delivery
      or
      performance by the Company of this Agreement or the Notes or the execution,
      delivery or performance by each Subsidiary Guarantor of the Subsidiary Guaranty,
      except for a filing by the Company with the Securities and Exchange Commission
      on Form 8-K.

     

    
      	
              5.8.  

            	
              Litigation;
                Observance of Statutes and
                Orders.

            


    

     

    Except
      as disclosed
      in the Memorandum, there are no actions, suits or proceedings pending or, to
      the
      knowledge of the Company, threatened against or affecting the Company or any
      Subsidiary or any property of the Company or any Subsidiary in any court or
      before any arbitrator of any kind or before or by any Governmental Authority
      that, individually or in the aggregate, would reasonably be expected to have
      a
      Material Adverse Effect.

     

    Neither
      the Company
      nor any Subsidiary is in default under any order, judgment, decree or ruling
      of
      any court, arbitrator or Governmental Authority or is in violation of any
      applicable law, ordinance, rule or regulation (including Environmental Laws
      and
      the USA Patriot Act) of any Governmental Authority, which default or violation,
      individually or in the aggregate, would reasonably be expected to have a
      Material Adverse Effect.

     

    
      	
              5.9.  

            	
              Taxes.

            


    

     

    The
      Company and its
      Subsidiaries have filed all income tax returns that are required to have been
      filed in any jurisdiction, and have paid all taxes, to the extent such taxes
      are
      payable by them, to the extent such taxes and assessments have become due and
      payable and before they have become delinquent, except for any taxes and
      assessments (i) the amount of which is not individually or in the aggregate
      Material or (ii) the amount, applicability or validity of which is
      currently being contested in good faith by appropriate proceedings and with
      respect to which the Company or a Subsidiary, as the case may be, has
      established adequate reserves in accordance with GAAP.  The federal
      income tax liabilities of the Company and its Subsidiaries have been determined
      by the Internal Revenue Service and paid for all fiscal years up to and
      including the fiscal year ended September 30, 2002.

     

    
      	
              5.10.  

            	
              Title
                to Property; Leases.

            


    

     

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

     

    
      	
              5.11.  

            	
              Licenses,
                Permits, etc.

            


    

     

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

     

    
      	
              5.12.  

            	
              Compliance
                with ERISA.

            


    

     

    (a)  The
      Company and
      each ERISA Affiliate have operated and administered each Plan in compliance
      with
      all applicable laws except for such instances of noncompliance as have not
      resulted in and would not reasonably be expected to result in a Material Adverse
      Effect.  Neither the Company nor any ERISA Affiliate has incurred any
      liability pursuant to Title I or IV of ERISA or the penalty or excise tax
      provisions of the Code relating to employee benefit plans (as defined in Section
      3 of ERISA), and no event, transaction or condition has occurred or exists
      that
      would reasonably be expected to result in the incurrence of any such liability
      by the Company or any ERISA Affiliate, or in the imposition of any Lien on
      any
      of the rights, properties or assets of the Company or any ERISA Affiliate,
      in
      either case pursuant to Title I or IV of ERISA or to such penalty or excise
      tax
      provisions or to Section 401(a)(29) or 412 of the Code, other than such
      liabilities or Liens as would not be individually or in the aggregate
      Material.

     

    (b)  The
      present value
      of the aggregate benefit liabilities under each of the Plans (other than
      Multiemployer Plans) that is a defined benefit pension plan qualified under
      Code
      Section 401(a), determined as of the end of such Plan’s most recently ended plan
      year on the basis of the actuarial assumptions specified for funding purposes
      in
      such Plan’s most recent actuarial valuation report, did not exceed the aggregate
      current value of the assets of such Plan allocable to such benefit
      liabilities.  The term “benefit liabilities” has the meaning specified
      in Section 4001 of ERISA and the terms “current value” and “present value”
have the meaning specified in Section 3 of ERISA.

     

    (c)  The
      Company and its
      ERISA Affiliates have not incurred withdrawal liabilities (and are not subject
      to contingent withdrawal liabilities) under Section 4201 or 4204 of ERISA
      in respect of Multiemployer Plans that individually or in the aggregate are
      Material.

     

    (d)  The
      expected
      postretirement benefit obligation (determined as of the last day of the
      Company’s most recently ended fiscal year in accordance with Financial
      Accounting Standards Board Statement No. 106, without regard to liabilities
      attributable to continuation coverage mandated by Section 4980B of the Code)
      of
      the Company and its Subsidiaries is not Material or has been disclosed in the
      most recent audited consolidated financial statements of the Company and its
      Subsidiaries.

     

    (e)  The
      execution and
      delivery of this Agreement and the issuance and sale of the Notes hereunder
      will
      not involve any transaction that is subject to the prohibitions of
      Section 406 of ERISA or in connection with which a tax would be imposed
      pursuant to Section 4975(c)(1)(A)-(D) of the Code.  The
      representation by the Company in the first sentence of this Section 5.12(e)
      is
      made in reliance upon and subject to the accuracy of your representation in
      Section 6.2 as to the sources of the funds used to pay the purchase price of
      the
      Notes to be purchased by you.

     

    
      	
              5.13.  

            	
              Private
                Offering by the Company.

            


    

     

    Neither
      the Company
      nor anyone acting on its behalf has offered the Notes, the Subsidiary Guaranty
      or any similar securities for sale to, or solicited any offer to buy any of
      the
      same from, or otherwise approached or negotiated in respect thereof with, any
      Person other than you, the Other Purchasers and not more than 35 other
      Institutional Investors, each of which has been offered the Notes at a private
      sale for investment.  Neither the Company nor anyone acting on its
      behalf has taken, or will take, any action that would subject the issuance
      or
      sale of the Notes or the execution and delivery of the Subsidiary Guaranty
      to
      the registration requirements of Section 5 of the Securities Act.

     

    
      	
              5.14.  

            	
              Use
                of Proceeds; Margin
                Regulations.

            


    

     

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

     

    
      	
              5.15.  

            	
              Existing
                Indebtedness.

            


    

     

    Except
      as described
      therein, Schedule 5.15 sets forth a complete and correct list of all outstanding
      Indebtedness of the Company and its Subsidiaries as of June 30, 2007 (except
      as
      otherwise indicated), since which date there has been no Material change in
      the
      amounts, interest rates, sinking funds, installment payments or maturities
      of
      the Indebtedness of the Company or its Subsidiaries.  Neither the
      Company nor any Restricted Subsidiary is in default and no waiver of default
      is
      currently in effect, in the payment of any principal or interest on any
      Indebtedness of the Company or such Restricted Subsidiary that is outstanding
      in
      an aggregate principal amount in excess of $5,000,000 and no event or condition
      exists with respect to any Indebtedness of the Company or any Restricted
      Subsidiary that is outstanding in an aggregate principal amount in excess of
      $5,000,000 and that would permit (or that with notice or the lapse of time,
      or
      both, would permit) one or more Persons to cause such Indebtedness to become
      due
      and payable before its stated maturity or before its regularly scheduled dates
      of payment.

     

    
      	
              5.16.  

            	
              Foreign
                Assets Control Regulations, Anti-Terrorism Order, etc
                .

            


    

     

    Neither
      the sale of
      the Notes by the Company hereunder nor its use of the proceeds thereof will
      violate (a) the Trading with the Enemy Act, as amended, (b) any of the foreign
      assets control regulations of the United States Treasury Department (31 CFR,
      Subtitle B, Chapter V, as amended) or any enabling legislation or executive
      order relating thereto or (c) to the knowledge of the Company, the
      Anti-Terrorism Order.  Without limiting the foregoing, neither the
      Company nor any Subsidiary (i) is a blocked person described in
      Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings
      or transactions, or is otherwise associated, with any such person.

     

    
      	
              5.17.  

            	
              Status
                under Certain Statutes.

            


    

     

    Neither
      the Company
      nor any Restricted Subsidiary is subject to regulation under the Investment
      Company Act of 1940, as amended, the Interstate Commerce Act, as amended by
      the
      ICC Termination Act, as amended, or the Federal Power Act, as
      amended.

     

    
      	
              5.18.  

            	
              Solvency
                of Subsidiary Guarantors.

            


    

     

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

     

    
      	
              5.19.  

            	
              Environmental
                Matters.

            


    

     

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

     

    (a)  neither
      the Company
      nor any Subsidiary has knowledge of any facts which would give rise to any
      claim, public or private, of violation of Environmental Laws or damage to the
      environment emanating from, occurring on or in any way related to real
      properties now or formerly owned, leased or operated by any of them or to other
      assets or their use, except, in each case, such as could not reasonably be
      expected to result in a Material Adverse Effect;

     

    (b)  neither
      the Company
      nor any of its Subsidiaries has stored any Hazardous Materials on real
      properties now or formerly owned, leased or operated by any of them and has
      not
      disposed of any Hazardous Materials in a manner contrary to any Environmental
      Laws in each case in any manner that could reasonably be expected to result
      in a
      Material Adverse Effect; and

     

    (c)  all
      buildings on
      all real properties now owned, leased or operated by the Company or any of
      its
      Subsidiaries are in compliance with applicable Environmental Laws, except where
      failure to comply could not reasonably be expected to result in a Material
      Adverse Effect.

     

    
      	
              6.  

            	
              REPRESENTATIONS
                OF THE PURCHASERS.

            


    

     

    
      	
              6.1.  

            	
              Purchase
                for Investment.

            


    

     

    You
      represent that
      you are purchasing the Notes for your own account or for one or more separate
      accounts maintained by you or for the account of one or more pension or trust
      funds and not with a view to the distribution thereof, provided that the
      disposition of your or their property shall at all times be within your or
      their
      control.  You understand that the Notes have not been registered under
      the Securities Act and may be resold only if registered pursuant to the
      provisions of the Securities Act or if an exemption from registration is
      available, except under circumstances where neither such registration nor such
      an exemption is required by law, and that the Company is not required to
      register the Notes.

     

    
      	
              6.2.  

            	
              Source
                of Funds.

            


    

     

    You
      represent that
      at least one of the following statements is an accurate representation as to
      each source of funds (a “Source”) to be used by you to pay the purchase price of
      the Notes to be purchased by you hereunder:

     

    (a)  the
      Source is an
“insurance company general account” (as the term is defined in the United States
      Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect
      of which the reserves and liabilities (as defined by the annual statement for
      life insurance companies approved by the National Association of Insurance
      Commissioners (the “NAIC Annual Statement”)) for the general account contract(s)
      held by or on behalf of any employee benefit plan together with the amount
      of
      the reserves and liabilities for the general account contract(s) held by or
      on
      behalf of any other employee benefit plans maintained by the same employer
      (or
      affiliate thereof as defined in PTE 95-60) or by the same employee organization
      in the general account do not exceed 10% of the total reserves and liabilities
      of the general account (exclusive of separate account liabilities) plus surplus
      as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
      domicile; or

     

    (b)  the
      Source is a
      separate account that is maintained solely in connection with such Purchaser’s
      fixed contractual obligations under which the amounts payable, or credited,
      to
      any employee benefit plan (or its related trust) that has any interest in such
      separate account (or to any participant or beneficiary of such plan (including
      any annuitant)) are not affected in any manner by the investment performance
      of
      the separate account; or

     

    (c)  the
      Source is
      either (i) an insurance company pooled separate account, within the meaning
      of
      PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund,
      within the meaning of PTE 91-38 (issued July 12, 1991) and, except as you have
      disclosed to the Company in writing pursuant to this paragraph (c), no employee
      benefit plan or group of plans maintained by the same employer or employee
      organization beneficially owns more than 10% of all assets allocated to such
      pooled separate account or collective investment fund; or

     

    (d)  the
      Source
      constitutes assets of an “investment fund” (within the meaning of Part V of PTE
      84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset
      manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no
      employee benefit plan’s assets that are included in such investment fund, when
      combined with the assets of all other employee benefit plans established or
      maintained by the same employer or by an affiliate (within the meaning of
      Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
      organization and managed by such QPAM, exceed 20% of the total client assets
      managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption
      are satisfied, neither the QPAM nor a person controlling or controlled by the
      QPAM (applying the definition of “control” in Section V(e) of the QPAM
      Exemption) owns a 5% or more interest in the Company and (i) the identity of
      such QPAM and (ii) the names of all employee benefit plans whose assets are
      included in such investment fund have been disclosed to the Company in writing
      pursuant to this clause (d); or

     

    (e)  the
      Source
      constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23
      (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM”
(within the meaning of Part IV of the INHAM exemption), the conditions of Part
      I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor
      a
      person controlling or controlled by the INHAM (applying the definition of
“control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in
      the Company and (i) the identity of such INHAM and (ii) the name(s) of the
      employee benefit plan(s) whose assets constitute the Source have been disclosed
      to the Company in writing pursuant to this clause (e); or

     

    (f)  the
      Source is a
      governmental plan; or

     

    (g)  the
      Source is one
      or more employee benefit plans, or a separate account or trust fund comprised
      of
      one or more employee benefit plans, each of which has been identified to the
      Company in writing pursuant to this paragraph (g); or

     

    (h)  the
      Source does not
      include assets of any employee benefit plan, other than a plan exempt from
      the
      coverage of ERISA.

     

    As
      used in this
      Section 6.2, the terms “employee benefit plan”, “governmental plan” and
“separate account” shall have the respective meanings assigned to such terms in
      Section 3 of ERISA.

     

    
      	
              7.  

            	
              INFORMATION
                AS TO COMPANY.

            


    

     

    
      	
              7.1.  

            	
              Financial
                and Business Information.

            


    

     

    The
      Company will
      deliver to each holder of Notes that is an Institutional Investor:

     

    (a)  Quarterly
      Statements -- within 60 days after the end of each quarterly fiscal period
      in each fiscal year of the Company (other than the last quarterly fiscal period
      of each such fiscal year), duplicate copies of

     

    (i)  a
      consolidated
      balance sheet of the Company and its Subsidiaries as at the end of such quarter,
      and

     

    (ii)  consolidated
      statements of earnings and stockholders’ equity of the Company and its
      Subsidiaries for such quarter and (in the case of the second and third quarters)
      for the portion of the fiscal year ending with such quarter, and

     

    (iii)  consolidated
      statements of cash flows of the Company and its Subsidiaries for such quarter
      or
      (in the case of the second and third quarters) for the portion of the fiscal
      year ending with such quarter,

     

    setting
      forth in
      each case in comparative form the figures for the corresponding periods in
      the
      previous fiscal year, all in reasonable detail, prepared in accordance with
      GAAP
      applicable to quarterly financial statements generally, and certified by a
      Senior Financial Officer as fairly presenting, in all material respects, the
      financial condition of the companies being reported on and their results of
      operations and cash flows, subject to changes resulting from year-end
      adjustments, provided that delivery within the time period specified above
      of
      copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance
      with the requirements therefor and filed with the Securities and Exchange
      Commission shall be deemed to satisfy the requirements of this Section
      7.1(a);

     

    (b)  Annual
      Statements -- within 105 days after the end of each fiscal year of the
      Company, duplicate copies of

     

    (i)  a
      consolidated
      balance sheet of the Company and its Subsidiaries, as at the end of such year,
      and

     

    (ii)  consolidated
      statements of income, changes in stockholders’ equity and cash flows of the
      Company and its Subsidiaries, for such year,

     

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

     

    (c)  Unrestricted
      Subsidiaries -- if, at the time of delivery of any financial statements
      pursuant to Section 7.1(a) or (b), Unrestricted Subsidiaries account for more
      than 10% of (i) the consolidated total assets of the Company and its
      Subsidiaries reflected in the balance sheet included in such financial
      statements or (ii) the consolidated revenues of the Company and its Subsidiaries
      reflected in the consolidated statement of income included in such financial
      statements, an unaudited balance sheet for all Unrestricted Subsidiaries taken
      as whole as at the end of the fiscal period included in such financial
      statements and the related unaudited statements of income, stockholders’ equity
      and cash flows for such Unrestricted Subsidiaries for such period, together
      with
      consolidating statements reflecting all eliminations or adjustments necessary
      to
      reconcile such group financial statements to the consolidated financial
      statements of the Company and its Subsidiaries;

     

    (d)  SEC
      and Other
      Reports -- promptly upon their becoming available, one copy of (i) each
      financial statement, report, notice or proxy statement sent by the Company
      or
      any Restricted Subsidiary to public securities holders generally, and
      (ii) each regular or periodic report, each registration statement (other
      than a Registration Statement on Form S-8) that shall have become effective
      (without exhibits except as expressly requested by such holder), and each final
      prospectus and all amendments (other than one relating sole to employee benefit
      plans) thereto filed by the Company or any Restricted Subsidiary with the
      Securities and Exchange Commission;

     

    (e)  Notice
      of
      Default or Event of Default -- promptly, and in any event within five
      Business Days after a Responsible Officer obtains actual knowledge of the
      existence of any Default or Event of Default, a written notice specifying the
      nature and period of existence thereof and what action the Company is taking
      or
      proposes to take with respect thereto;

     

    (f)  ERISA
      Matters -- promptly, and in any event within five days after a Responsible
      Officer becoming aware of any of the following, a written notice setting forth
      the nature thereof and the action, if any, that the Company or an ERISA
      Affiliate proposes to take with respect thereto:

     

    (i)  with
      respect to any
      Plan, any reportable event, as defined in Section 4043(b) of ERISA and the
      regulations thereunder, for which notice thereof has not been waived pursuant
      to
      such regulations as in effect on the date hereof; or

     

    (ii)  the
      taking by the
      PBGC of steps to institute, or the threatening by the PBGC of the institution
      of, proceedings under Section 4042 of ERISA for the termination of, or the
      appointment of a trustee to administer, any Plan, or the receipt by the Company
      or any ERISA Affiliate of a notice from a Multiemployer Plan that such action
      has been taken by the PBGC with respect to such Multiemployer Plan;
      or

     

    (iii)  any
      event,
      transaction or condition that would result in the incurrence of any liability
      by
      the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the
      penalty or excise tax provisions of the Code relating to employee benefit plans,
      or in the imposition of any Lien on any of the rights, properties or assets
      of
      the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such
      penalty or excise tax provisions, if such liability or Lien, taken together
      with
      any other such liabilities or Liens then existing, would reasonably be expected
      to have a Material Adverse Effect; and

     

    (g)  Requested
      Information -- with reasonable promptness, such other data and information
      relating to the business, operations, affairs, financial condition, assets
      or
      properties of the Company or any of its Subsidiaries or relating to the ability
      of the Company to perform its obligations hereunder and under the Notes as
      from
      time to time may be reasonably requested by any such holder of
      Notes.

     

    
      	
              7.2.  

            	
              Officer’s
                Certificate.

            


    

     

    Each
      set of
      financial statements delivered to a holder of Notes pursuant to
      Section 7.1(a) or (b) shall be accompanied by a certificate of a Senior
      Financial Officer setting forth:

     

    (a)  Covenant
      Compliance -- the information (including detailed calculations) required in
      order to establish whether the Company was in compliance with the requirements
      of Section 10.1 through Section 10.9, inclusive, during the quarterly or
      annual period covered by the statements then being furnished (including with
      respect to each such Section, where applicable, the calculations of the maximum
      or minimum amount, ratio or percentage, as the case may be, permissible under
      the terms of such Sections, and the calculation of the amount, ratio or
      percentage then in existence); and

     

    (b)  Event
      of
      Default -- a statement that such officer has reviewed the relevant terms
      hereof and has made, or caused to be made, under his or her supervision, a
      review of the transactions and conditions of the Company and its Restricted
      Subsidiaries from the beginning of the quarterly or annual period covered by
      the
      statements then being furnished to the date of the certificate and that such
      review shall not have disclosed the existence during such period of any
      condition or event that constitutes a Default or an Event of Default or, if
      any
      such condition or event existed or exists (including any such event or condition
      resulting from the failure of the Company or any Restricted Subsidiary to comply
      with any Environmental Law), specifying the nature and period of existence
      thereof and what action the Company shall have taken or proposes to take with
      respect thereto.

     

    
      	
              7.3.  

            	
              Inspection.

            


    

     

    The
      Company will
      permit the representatives of each holder of Notes that is an Institutional
      Investor:

     

    (a)  No
      Default
      -- if no Default or Event of Default then exists, at the expense of such holder
      and upon reasonable prior notice to the Company, to visit the principal
      executive office of the Company, to discuss the affairs, finances and accounts
      of the Company and its Subsidiaries with the Company’s officers, and, with the
      consent of the Company (which consent will not be unreasonably withheld), to
      visit the other offices and properties of the Company and each Restricted
      Subsidiary, all at such reasonable times and as often as may be reasonably
      requested in writing; and

     

    (b)  Default
      --
      if a Default or Event of Default then exists, at the expense of the Company,
      to
      visit and inspect any of the offices or properties of the Company or any
      Subsidiary, to examine all their respective books of account, records, reports
      and other papers, to make copies and extracts therefrom, and to discuss their
      respective affairs, finances, and accounts with their respective officers and
      independent public accountants (and by this provision the Company authorizes
      said accountants to discuss the affairs, finances and accounts of the Company
      and its Subsidiaries), all at such times and as often as may be
      requested.

     

    
      	
              8.  

            	
              PREPAYMENT
                OF THE NOTES.

            


    

     

    
      	
              8.1.  

            	
              No
                Scheduled Prepayments.

            


    

     

    No
      regularly
      scheduled prepayments are due on the Notes prior to their stated
      maturity.

     

    
      	
              8.2.  

            	
              Optional
                Prepayments with Make-Whole
                Amount.

            


    

     

    The
      Company may, at
      its option, upon notice as provided below, prepay at any time all, or from
      time
      to time any part of, the Notes of any series, in an amount not less than
      $1,000,000 in the aggregate in the case of a partial prepayment, at 100% of
      the
      principal amount so prepaid, plus the Make-Whole Amount determined for the
      prepayment date with respect to such principal amount.  The Company
      will give each holder of Notes of the series to be prepaid written notice of
      each optional prepayment under this Section 8.2 not less than 30 days and
      not more than 60 days prior to the date fixed for such
      prepayment.  Each such notice shall specify such date, the aggregate
      principal amount of the Notes of such series to be prepaid on such date, the
      principal amount of each Note of such series held by such holder to be prepaid
      (determined in accordance with Section 8.4), and the interest to be paid on
      the
      prepayment date with respect to such principal amount being prepaid, and shall
      be accompanied by a certificate of a Senior Financial Officer as to the
      estimated Make-Whole Amount due in connection with such prepayment (calculated
      as if the date of such notice were the date of the prepayment), setting forth
      the details of such computation.  Two Business Days prior to such
      prepayment, the Company shall deliver to each holder of Notes of the series
      to
      be prepaid a certificate of a Senior Financial Officer specifying the
      calculation of such Make-Whole Amount as of the specified prepayment
      date.

     

    8.3.  Mandatory
      Offer to Prepay Upon Change of Control.

     

    (a)  Notice
      of Change
      of Control and Control Event -- The Company will, within five Business Days
      after any Responsible Officer has knowledge of the occurrence of any Change
      of
      Control or Control Event, give notice of such Change of Control or Control
      Event
      to each holder of Notes unless notice in respect of such Change of Control
      or
      Control Event shall have been given pursuant to subparagraph (b) of this Section
      8.3.  If a Change of Control has occurred, the Company shall give
      immediate notice to each holder of Notes and such notice shall contain and
      constitute an offer to prepay Notes as described in paragraph (b) of this
      Section 8.3 and shall be accompanied by the certificate described in paragraph
      (e) of this Section 8.3.

     

    (b)  Offer
      to Prepay
      Notes -- The offer to prepay Notes contemplated by paragraph (a) of this
      Section 8.3 shall be an offer to prepay, in accordance with and subject to
      this
      Section 8.3, all, but not less than all, of the Notes held by each holder (in
      this case only, “holder” in respect of any Note registered in the name of a
      nominee for a disclosed beneficial owner shall mean such beneficial owner)
      on a
      date specified in such offer (the “Proposed Prepayment Date”).  Such
      Proposed Prepayment Date shall be not less than 30 days and not more than 60
      days after the date of such offer.

     

    (c)  Acceptance;
      Rejection -- A holder of Notes may accept the offer to prepay made pursuant
      to this Section 8.3 by causing a notice of such acceptance to be delivered
      to
      the Company on or before the date specified in the certificate described in
      paragraph (e) of this Section 8.3.  A failure by a holder of
      Notes to respond to an offer to prepay made pursuant to this Section 8.3, or
      to
      accept an offer as to all of the Notes held by the holder, within such time
      period shall be deemed to constitute rejection of such offer by such
      holder.

     

    (d)  Prepayment
      -- Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall
      be
      at 100% of the principal amount of such Notes, together with interest on such
      Notes accrued to the date of prepayment and shall not require the payment of
      any
      Make-Whole Amount.  The prepayment shall be made on the Proposed
      Prepayment Date.

     

    (e)  Officer’s
      Certificate -- Each offer to prepay the Notes pursuant to this Section 8.3
      shall be accompanied by a certificate, executed by a Senior Financial Officer
      of
      the Company and dated the date of such offer, specifying: (i) the Proposed
      Prepayment Date, (ii) that such offer is made pursuant to this Section 8.3,
      (iii) the principal amount of each Note offered to be prepaid,
      (iv) the interest that would be due on each Note offered to be prepaid,
      accrued to the Proposed Prepayment Date, (v) that the conditions of this
      Section 8.3 have been fulfilled, (vi) in reasonable detail, the nature of the
      Change of Control, and (vii) the date by which any holder of a Note that
      wishes to accept such offer must deliver notice thereof to the Company, which
      date shall not be earlier than seven Business Days prior to the Proposed
      Prepayment Date.

     

    
      	
              8.4.  

            	
              Allocation
                of Partial Prepayments.

            


    

     

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

     

    
      	
              8.5.  

            	
              Maturity;
                Surrender, etc.

            


    

     

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

     

    
      	
              8.6.  

            	
              Purchase
                of Notes.

            


    

     

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

     

    
      	
              8.7.  

            	
              Make-Whole
                Amount.

            


    

     

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

     

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

     

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

     

    “Reinvestment
      Yield” means, with respect to the Called Principal of any Note, .50%
      over the yield to maturity implied by (i) the yields reported as of 10:00 a.m.
      (New York City time) on the second Business Day preceding the Settlement Date
      with respect to such Called Principal, on the display designated as “Page
      PX1”  (or such other display as may replace Page PX1 on Bloomberg
      Financial Markets (“Bloomberg”) or, if Page PX1 (or its successor screen on
      Bloomberg) is unavailable, the Telerate Access Service screen which corresponds
      most closely to Page PX1 for the most recently issued actively traded on-the-run
      U.S. Treasury securities having a maturity equal to the Remaining Average Life
      of such Called Principal as of such Settlement Date, or (ii) if such yields
      are
      not reported as of such time or the yields reported as of such time are not
      ascertainable (including by way of interpolation), the Treasury Constant
      Maturity Series Yields reported, for the latest day for which such yields have
      been so reported as of the second Business Day preceding the Settlement Date
      with respect to such Called Principal, in Federal Reserve Statistical Release
      H.15 (519) (or any comparable successor publication) for actively traded U.S.
      Treasury securities having a constant maturity equal to the Remaining Average
      Life of such Called Principal as of such Settlement Date.  Such
      implied yield will be determined, if necessary, by (a) converting U.S. Treasury
      bill quotations to bond equivalent yields in accordance with accepted financial
      practice and (b) interpolating linearly between (1) the actively traded U.S.
      Treasury security with the maturity closest to and greater than such Remaining
      Average Life and (2) the actively traded U.S. Treasury security with the
      maturity closest to and less than such Remaining Average Life.  The
      Reinvestment Yield shall be rounded to the number of decimal places as appears
      in the interest rate of the applicable Note.

     

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

     

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

     

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

     

    
      	
              9.  

            	
              AFFIRMATIVE
                COVENANTS.

            


    

     

    The
      Company
      covenants that so long as any of the Notes are outstanding:

     

    
      	
              9.1.  

            	
              Compliance
                with Law.

            


    

     

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

     

     

    
      	
              9.2.  

            	
              Insurance.

            


    

     

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

     

    
      	
              9.3.  

            	
              Maintenance
                of Properties.

            


    

     

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

     

    
      	
              9.4.  

            	
              Payment
                of Taxes and Claims.

            


    

     

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

     

    
      	
              9.5.  

            	
              Corporate
                Existence, etc.

            


    

     

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

     

    
      	
              10.  

            	
              NEGATIVE
                COVENANTS.

            


    

     

    The
      Company
      covenants that so long as any of the Notes are outstanding:

     

    
      	
              10.1.  

            	
              Consolidated
                Indebtedness; Indebtedness of Restricted
                Subsidiaries.

            


    

     

    The
      Company will
      not permit:

     

    (a)  the
      Debt to EBITDA
      Ratio to be greater than 3.5 to 1.0 at any time; provided that, for any period
      of not more than four successive fiscal quarters, such ratio may be greater
      than
      3.5 to 1.0, but in no event greater than 4.0 to 1.0, if the Company pays the
      additional interest provided for in Section 1.2; and

     

    (b)  any
      Restricted
      Subsidiary to incur any Indebtedness if, after giving effect thereto and to
      the
      application of the proceeds therefrom, Priority Debt outstanding would exceed
      25% of Consolidated Total Capitalization.  For purposes of this
      Section 10.1(b), any unsecured Indebtedness of a Restricted Subsidiary that
      is a
      Subsidiary Guarantor shall be deemed to have been incurred by such Subsidiary
      at
      the time it ceases to be a Subsidiary Guarantor.

     

    
      	
              10.2.  

            	
              Liens.

            


    

     

    The
      Company will
      not, and will not permit any Restricted Subsidiary to, permit to exist, create,
      assume or incur, directly or indirectly, any Lien on its properties or assets,
      whether now owned or hereafter acquired, except:

     

    (a)  Liens
      existing on
      property or assets of the Company or any Restricted Subsidiary as of the date
      of
      this Agreement that are described in Schedule 10.2;

     

    (b)  Liens
      for taxes,
      assessments or governmental charges not then due and delinquent or the
      nonpayment of which is permitted by Section 9.4;

     

    (c)  encumbrances
      in the
      nature of leases, subleases, zoning restrictions, easements, rights of way
      and
      other rights and restrictions of record on the use of real property and defects
      in title arising or incurred in the ordinary course of business, which,
      individually and in the aggregate, do not materially impair the use or value
      of
      the property or assets subject thereto or which relate only to assets that
      in
      the aggregate are not material;

     

    (d)  Liens
      incidental to
      the conduct of business or the ownership of properties and assets (including
      landlords’, lessors’, carriers’, warehousemen’s, mechanics’, materialmen’s and
      other similar liens) and Liens to secure the performance of bids, tenders,
      leases or trade contracts, or to secure statutory obligations (including
      obligations under workers compensation, unemployment insurance and other social
      security legislation), surety or appeal bonds or other Liens of like general
      nature incurred in the ordinary course of business and not in connection with
      the borrowing of money;

     

    (e)  any
      attachment or
      judgment Lien, unless the judgment it secures has not, within 60 days after
      the
      entry thereof, been discharged or execution thereof stayed pending appeal,
      or
      has not been discharged within 60 days after the expiration of any such
      stay;

     

    (f)  Liens
      securing
      Indebtedness of a Restricted Subsidiary to the Company or to another Restricted
      Subsidiary and Liens securing Indebtedness of the Company to a Restricted
      Subsidiary;

     

    (g)  Liens
      (i) existing
      on property at the time of its acquisition by the Company or a Restricted
      Subsidiary and not created in contemplation thereof, whether or not the
      Indebtedness secured by such Lien is assumed by the Company or a Restricted
      Subsidiary; or (ii) on property created contemporaneously with its acquisition
      or within 180 days of the acquisition or completion of construction thereof
      to
      secure or provide for all or a portion of the purchase price or cost of
      construction of such property after the date of Closing; or (iii) existing
      on
      property of a Person at the time such Person is merged or consolidated with,
      or
      becomes a Restricted Subsidiary of, or all or substantially all of its assets
      are acquired by, the Company or a Restricted Subsidiary and not created in
      contemplation thereof; provided that in the case of clauses (i), (ii) and (iii)
      such Liens do not extend to additional property of the Company or any Restricted
      Subsidiary (other than property that is an improvement to or is acquired for
      specific use in connection with the subject property) and, in the case of clause
      (ii) only, that the aggregate principal amount of Indebtedness secured by each
      such Lien does not exceed the lesser of the fair market value (determined in
      good faith by one or more officers of the Company to whom authority to enter
      into such transaction has been delegated by the board of directors of the
      Company) or cost of acquisition or construction of the property subject
      thereto;

     

    (h)  Liens
      incurred in
      connection with Asset Securitization Transactions;

     

    (i)  Liens
      resulting
      from extensions, renewals or replacements of Liens permitted by paragraphs
      (a),
      (f), (g) and (h), provided that (i) there is no increase in the principal amount
      or decrease in maturity of the Indebtedness secured thereby at the time of
      such
      extension, renewal or replacement, (ii) any new Lien attaches only to the same
      property theretofore subject to such earlier Lien and (iii) immediately after
      such extension, renewal or replacement no Default or Event of Default would
      exist; and

     

    (j)  Liens
      securing
      Indebtedness not otherwise permitted by paragraphs (a) through (i) above,
      provided that, at the time of creation, assumption or incurrence thereof and
      immediately after giving effect thereto and to the application of the proceeds
      therefrom, Priority Debt outstanding does not exceed 25% of Consolidated Total
      Capitalization.

     

     

    
      	
              10.3.  

            	
              Sale
                of Assets.

            


    

     

    Except
      as permitted
      by Section 10.4, the Company will not, and will not permit any Restricted
      Subsidiary to, sell, lease, transfer or otherwise dispose of, including by
      way
      of merger (collectively a “Disposition”), any assets, including capital stock of
      Restricted Subsidiaries, in one or a series of transactions, to any Person,
      other than (a) Dispositions in the ordinary course of business, (b) Dispositions
      by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to
      the
      Company or another Restricted Subsidiary or (c) Dispositions not otherwise
      permitted by clauses (a) or (b) of this Section 10.3, provided that the
      aggregate net book value of all assets so disposed of in any fiscal year
      pursuant to this Section 10.3(c) does not exceed 15% of Consolidated Total
      Assets as of the end of the immediately preceding fiscal
      year.  Notwithstanding the foregoing, the Company may, or may permit
      any Restricted Subsidiary to, make a Disposition (including the sale of
      receivables in an Asset Securitization Transaction) and the assets subject
      to
      such Disposition shall not be subject to or included in the foregoing limitation
      and computation contained in clause (c) of the preceding sentence to the extent
      that (i) such assets were acquired or constructed not more than 180 days
      prior to the date of Closing and are leased back by the Company or any
      Restricted Subsidiary, as lessee, within 180 days of the acquisition or
      construction thereof, or (ii) the net proceeds from such Disposition are
      within one year of such Disposition (A) reinvested in productive assets by
      the Company or a Restricted Subsidiary or (B) applied to the payment or
      prepayment of any outstanding Indebtedness of the Company or any Restricted
      Subsidiary that is not subordinated to the Notes.  Any prepayment of
      Notes pursuant to this Section 10.3 shall be in accordance with
      Sections 8.2 and 8.4 without regard to the minimum prepayment requirements
      of Section 8.2.

     

    
      	
              10.4.  

            	
              Mergers,
                Consolidations, etc.

            


    

     

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

     

    (a)  the
      Company may
      consolidate or merge with any other Person or convey, transfer, sell or lease
      all or substantially all of its assets in a single transaction or series of
      transactions to any Person, provided that:

     

    (i)  the
      successor
      formed by such consolidation or the survivor of such merger or the Person that
      acquires by conveyance, transfer, sale or lease all or substantially all of
      the
      assets of the Company as an entirety, as the case may be, is a solvent
      corporation organized and existing under the laws of the United States or any
      state thereof (including the District of Columbia), and, if the Company is
      not
      such corporation, such corporation (y) shall have executed and delivered to
      each
      holder of any Notes its assumption of the due and punctual performance and
      observance of each covenant and condition of this Agreement and the Notes and
      (z) shall have caused to be delivered to each holder of any Notes an opinion
      of
      independent counsel reasonably satisfactory to the Required Holders, to the
      effect that all agreements or instruments effecting such assumption are
      enforceable in accordance with their terms and comply with the terms hereof;
      and

     

    (ii)  immediately
      before
      and after giving effect to such transaction, no Default or Event of Default
      shall exist; and

     

    (b)  Any
      Restricted
      Subsidiary may (x) merge into the Company (provided that the Company is the
      surviving corporation) or another Wholly-Owned Restricted Subsidiary or
      (y) sell, transfer or lease all or any part of its assets to the Company or
      another Wholly-Owned Restricted Subsidiary, or (z) merge or consolidate
      with, or sell, transfer or lease all or substantially all of its assets to,
      any
      Person in a transaction that is permitted by Section 10.3 or, as a result of
      which, such Person becomes a Restricted Subsidiary; provided in each instance
      set forth in clauses (x) through (z) that, immediately before and after giving
      effect thereto, there shall exist no Default or Event of Default;

     

    No
      such conveyance,
      transfer, sale or lease of all or substantially all of the assets of the Company
      shall have the effect of releasing the Company or any successor corporation
      that
      shall theretofore have become such in the manner prescribed in this
      Section 10.4 from its liability under this Agreement or the
      Notes.

     

    
      	
              10.5.  

            	
              Disposition
                of Stock of Restricted
                Subsidiaries.

            


    

     

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

     

    
      	
              10.6.  

            	
              Designation
                of Restricted and Unrestricted
                Subsidiaries.

            


    

     

    The
      Company may
      designate any Restricted Subsidiary as an Unrestricted Subsidiary and any
      Unrestricted Subsidiary as a Restricted Subsidiary; provided that, (a) if such
      Subsidiary initially is designated a Restricted Subsidiary, then such Restricted
      Subsidiary may be subsequently designated as an Unrestricted Subsidiary and
      such
      Unrestricted Subsidiary may be subsequently designated as a Restricted
      Subsidiary, but no further changes in designation may be made, (b) if such
      Subsidiary initially is designated an Unrestricted Subsidiary, then such
      Unrestricted Subsidiary may be subsequently designated as a Restricted
      Subsidiary and such Restricted Subsidiary may be subsequently designated as
      an
      Unrestricted Subsidiary, but no further changes in designation may be made,
      (c)
      immediately before and after designation of a Restricted Subsidiary as an
      Unrestricted Subsidiary there exists no Default or Event of Default and (d)
      a
      Subsidiary Guarantor may not be designated an Unrestricted
      Subsidiary.  If a Restricted Subsidiary at any time ceases to be such
      as a result of a redesignation, any Liens on property of the Company or any
      other Restricted Subsidiary securing Indebtedness owed to such Restricted
      Subsidiary that is not contemporaneously repaid, together with such
      Indebtedness, shall be deemed to have been incurred by the Company or such
      other
      Restricted Subsidiary, as the case may be, at the time such Restricted
      Subsidiary ceases to be a Restricted Subsidiary.

     

    
      	
              10.7.  

            	
              Restricted
                Subsidiary Guaranties.

            


    

     

    The
      Company will
      not permit any Restricted Subsidiary to become a party to the Bank Guarantees
      or
      to directly or indirectly guarantee any of the Company’s obligations under the
      Credit Agreement unless such Restricted Subsidiary is, or concurrently therewith
      becomes, a party to the Subsidiary Guaranty.

     

    
      	
              10.8.  

            	
              Nature
                of Business.

            


    

     

    The
      Company will
      not, and will not permit any Restricted Subsidiary to, engage in any business
      if, as a result, the general nature of the business in which the Company and
      its
      Restricted Subsidiaries, taken as a whole, would then be engaged would be
      substantially changed from the general nature of the business in which the
      Company and its Restricted Subsidiaries, taken as a whole, are engaged on the
      date of this Agreement as described in the Memorandum; provided, that the
      foregoing shall not be deemed to prohibit acquisitions by the Company or its
      Restricted Subsidiaries as long as the acquired companies are consumer products
      companies or other companies operating in businesses similar to or related
      to
      the current and future businesses conducted by the Company and its Subsidiaries,
      as well as suppliers to or distributors of products similar to those of the
      Company and its Subsidiaries.

     

    
      	
              10.9.  

            	
              Transactions
                with Affiliates.

            


    

     

    The
      Company will
      not and will not permit any Restricted Subsidiary to enter into directly or
      indirectly any Material transaction or Material group of related transactions
      (including without limitation the purchase, lease, sale or exchange of
      properties of any kind or the rendering of any service) with any Affiliate
      (other than the Company or another Restricted Subsidiary), except upon fair
      and
      reasonable terms no less favorable to the Company or such Restricted Subsidiary
      than would be obtainable in a comparable arm’s-length transaction with a Person
      not an Affiliate.

     

    
      	
              11.  

            	
              EVENTS
                OF DEFAULT.

            


    

     

    An
“Event
      of
      Default” shall exist if any of the following conditions or events shall occur
      and be continuing:

     

    (a)  the
      Company
      defaults in the payment of any principal or Make-Whole Amount, if any, on any
      Note when the same becomes due and payable, whether at maturity or at a date
      fixed for prepayment or by declaration or otherwise; or

     

    (b)  the
      Company
      defaults in the payment of any interest on any Note for more than five Business
      Days after the same becomes due and payable; or

     

    (c)  the
      Company
      defaults in the performance of or compliance with any term contained in or
      Sections 10.1 through 10.9; or

     

    (d)  the
      Company
      defaults in the performance of or compliance with any term contained herein
      (other than those referred to in paragraphs (a), (b) and (c) of this
      Section 11) and such default is not remedied within 30 days after the
      earlier of (i) a Responsible Officer obtaining actual knowledge of such
      default and (ii) the Company receiving written notice of such default from
      any holder of a Note; or

     

    (e)  any
      representation
      or warranty made in writing by or on behalf of the Company or by any officer
      of
      the Company in this Agreement or in any writing furnished in connection with
      the
      transactions contemplated hereby proves to have been false or incorrect in
      any
      material respect on the date as of which made; or

     

    (f)  (i)
      the Company or
      any Significant Restricted Subsidiary is in default (as principal or as
      guarantor or other surety) in the payment of any principal of or premium or
      make-whole amount or interest on any Indebtedness that is outstanding in an
      aggregate principal amount in excess of $30,000,000 beyond any period of grace
      provided with respect thereto, or (ii) the Company or any Significant Restricted
      Subsidiary is in default in the performance of or compliance with any term
      of
      any evidence of any Indebtedness that is outstanding in an aggregate principal
      amount in excess of $30,000,000 or of any mortgage, indenture or other agreement
      relating thereto or any other condition exists, and as a consequence of such
      default or condition such Indebtedness has become, or has been declared, due
      and
      payable before its stated maturity or before its regularly scheduled dates
      of
      payment; or

     

    (g)  the
      Company or any
      Significant Restricted Subsidiary (i) is generally not paying, or admits in
      writing its inability to pay, its debts as they become due, (ii) files, or
      consents by answer or otherwise to the filing against it of, a petition for
      relief or reorganization or arrangement or any other petition in bankruptcy,
      for
      liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
      moratorium or other similar law of any jurisdiction, (iii) makes an
      assignment for the benefit of its creditors, (iv) consents to the
      appointment of a custodian, receiver, trustee or other officer with similar
      powers with respect to it or with respect to any substantial part of its
      property, (v) is adjudicated as insolvent or to be liquidated, or
      (vi) takes corporate action for the purpose of any of the foregoing;
      or

     

    (h)  a
      court or
      governmental authority of competent jurisdiction enters an order appointing,
      without consent by the Company or any Significant Restricted Subsidiary, a
      custodian, receiver, trustee or other officer with similar powers with respect
      to it or with respect to any substantial part of its property, or constituting
      an order for relief or approving a petition for relief or reorganization or
      any
      other petition in bankruptcy or for liquidation or to take advantage of any
      bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
      winding-up or liquidation of the Company or any Significant Restricted
      Subsidiary, or any such petition shall be filed against the Company or any
      Significant Restricted Subsidiary and such petition shall not be dismissed
      within 60 days; or

     

    (i)  a
      final judgment or
      judgments for the payment of money aggregating in excess of $30,000,000 are
      rendered against one or more of the Company and its Significant Restricted
      Subsidiaries, which judgments are not, within 60 days after entry thereof,
      bonded, discharged or stayed pending appeal, or are not discharged within 60
      days after the expiration of such stay; or

     

    (j)  if
      (i) any
      Plan shall fail to satisfy the minimum funding standards of ERISA or the Code
      for any plan year or part thereof or a waiver of such standards or extension
      of
      any amortization period is sought or granted under Section 412 of the Code,
      (ii) a notice of intent to terminate any Plan shall have been or is
      reasonably expected to be filed with the PBGC or the PBGC shall have instituted
      proceedings under ERISA Section 4042 to terminate or appoint a trustee to
      administer any Plan or the PBGC shall have notified the Company or any ERISA
      Affiliate that a Plan may become a subject of any such proceedings,
      (iii) the aggregate “amount of unfunded benefit liabilities” (within the
      meaning of Section 4001(a)(18) of ERISA) under all Plans determined in
      accordance with Title IV of ERISA, shall exceed $30,000,000, (iv) the
      Company or any ERISA Affiliate shall have incurred or is reasonably expected
      to
      incur any liability pursuant to Title I or IV of ERISA or the penalty or excise
      tax provisions of the Code relating to employee benefit plans, (v) the Company
      or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the
      Company or any Subsidiary establishes or amends any employee welfare benefit
      plan that provides post-employment welfare benefits in a manner that would
      increase the liability of the Company or any Subsidiary thereunder; and any
      such
      event or events described in clauses (i) through (vi) above, either individually
      or together with any other such event or events, would reasonably be expected
      to
      have a Material Adverse Effect; or

     

    (k)  any
      Subsidiary
      Guarantor that is a Significant Restricted Subsidiary defaults in the
      performance of or compliance with any term contained in the Subsidiary
      Guaranty or the Subsidiary Guaranty ceases to be in full force and effect as
      a
      result of acts taken by the Company or any Subsidiary Guarantor, except as
      provided in Section 22, or is declared to be null and void in whole or in
      material part by a court or other governmental or regulatory authority having
      jurisdiction or the validity or enforceability thereof shall be contested by
      any
      of the Company or any Subsidiary Guarantor or any of them renounces any of
      the
      same or denies that it has any or further liability thereunder.

     

    As
      used in Section
      11(j), the terms “employee benefit plan” and “employee welfare benefit plan”
shall have the respective meanings assigned to such terms in Section 3 of
      ERISA.

     

    
      	
              12.  

            	
              REMEDIES
                ON DEFAULT, ETC.

            


    

     

    
      	
              12.1.  

            	
              Acceleration.

            


    

     

    (a)  If
      an Event of
      Default with respect to the Company described in paragraph (g) or (h) of
      Section 11 (other than an Event of Default described in clause (i) of
      paragraph (g) or described in clause (vi) of paragraph (g) by virtue
      of the fact that such clause encompasses clause (i) of paragraph (g)) has
      occurred, all the Notes then outstanding shall automatically become immediately
      due and payable.

     

    (b)  If
      any other Event
      of Default has occurred and is continuing, any holder or holders of a majority
      or more in principal amount of the Notes at the time outstanding may at any
      time
      at its or their option, by notice or notices to the Company, declare all the
      Notes then outstanding to be immediately due and payable.

     

    (c)  If
      any Event of
      Default described in paragraph (a) or (b) of Section 11 has occurred and is
      continuing, any holder or holders of Notes at the time outstanding affected
      by
      such Event of Default may at any time, at its or their option, by notice or
      notices to the Company, declare all the Notes held by it or them to be
      immediately due and payable.

     

    Upon
      any Notes
      becoming due and payable under this Section 12.1, whether automatically or
      by declaration, such Notes will forthwith mature and the entire unpaid principal
      amount of such Notes, plus (w) all accrued and unpaid interest thereon and
      (x)
      any applicable Make-Whole Amount determined in respect of such principal amount
      (to the full extent permitted by applicable law), shall all be immediately
      due
      and payable, in each and every case without presentment, demand, protest or
      further notice, all of which are hereby waived.  The Company
      acknowledges, and the parties hereto agree, that each holder of a Note has
      the
      right to maintain its investment in the Notes free from repayment by the Company
      (except as herein specifically provided for) and that the provision for payment
      of a Make-Whole Amount by the Company in the event any Notes are prepaid or
      are
      accelerated as a result of an Event of Default is intended to provide
      compensation for the deprivation of such right under such
      circumstances.

     

    
      	
              12.2.  

            	
              Other
                Remedies.

            


    

     

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

     

    
      	
              12.3.  

            	
              Rescission.

            


    

     

    At
      any time after
      any Notes have been declared due and payable pursuant to clause (b) or (c)
      of
      Section 12.1, the holders of more than 67% in principal amount of the Notes
      then
      outstanding, by written notice to the Company, may rescind and annul any such
      declaration and its consequences if (a) the Company has paid all overdue
      interest on the Notes, all principal of and any Make-Whole Amount on any Notes
      that are due and payable and are unpaid other than by reason of such
      declaration, and all interest on such overdue principal and any Make-Whole
      Amount and (to the extent permitted by applicable law) any overdue interest
      in
      respect of the Notes, at the Default Rate, (b) all Events of Default and
      Defaults, other than non-payment of amounts that have become due solely by
      reason of such declaration, have been cured or have been waived pursuant to
      Section 17, and (c) no judgment or decree has been entered for the
      payment of any monies due pursuant hereto or to the Notes.  No
      rescission and annulment under this Section 12.3 will extend to or affect any
      subsequent Event of Default or Default or impair any right consequent
      thereon.

     

    
      	
              12.4.  

            	
              No
                Waivers or Election of Remedies, Expenses,
                etc.

            


    

     

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

     

    
      	
              13.  

            	
              REGISTRATION;
                EXCHANGE; SUBSTITUTION OF
                NOTES.

            


    

     

    
      	
              13.1.  

            	
              Registration
                of Notes.

            


    

     

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

     

    
      	
              13.2.  

            	
              Transfer
                and Exchange of Notes.

            


    

     

    Upon
      surrender of
      any Note at the principal executive office of the Company for registration
      of
      transfer or exchange (and in the case of a surrender for registration of
      transfer, duly endorsed or accompanied by a written instrument of transfer
      duly
      executed by the registered holder of such Note or his attorney duly authorized
      in writing and accompanied by the address for notices of each transferee of
      such
      Note or part thereof), the Company shall execute and deliver, at the Company’s
      expense (except as provided below), one or more new Notes (as requested by
      the
      holder thereof) of the same series in exchange therefor, in an aggregate
      principal amount equal to the unpaid principal amount of the surrendered
      Note.  Each such new Note shall be payable to such Person as such
      holder may request and shall be substantially in the form of Note established
      for such series.  Each such new Note shall be dated and bear interest
      from the date to which interest shall have been paid on the surrendered Note
      or
      dated the date of the surrendered Note if no interest shall have been paid
      thereon.  The Company may require payment of a sum sufficient to cover
      any stamp tax or governmental charge imposed in respect of any such transfer
      of
      Notes. Notes shall not be transferred in denominations of less than $150,000,
      provided that if necessary to enable the registration of transfer by a holder
      of
      its entire holding of Notes, one Note may be in a denomination of less than
      $150,000.  Any transferee, by its acceptance of a Note registered in
      its name (or the name of its nominee), shall be deemed to have made the
      representation set forth in Section 6.2.

     

    
      	
              13.3.  

            	
              Replacement
                of Notes.

            


    

     

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

     

    (a)  in
      the case of
      loss, theft or destruction, of indemnity reasonably satisfactory to it (provided
      that if the holder of such Note is, or is a nominee for, an original Purchaser
      or another Institutional Investor holder of a Note with a minimum net worth
      of
      at least $50,000,000, such Person’s own unsecured agreement of indemnity shall
      be deemed to be satisfactory), or

     

    (b)  in
      the case of
      mutilation, upon surrender and cancellation thereof,

     

    the
      Company at its
      own expense shall execute and deliver, in lieu thereof, a new Note of the same
      series, dated and bearing interest from the date to which interest shall have
      been paid on such lost, stolen, destroyed or mutilated Note or dated the date
      of
      such lost, stolen, destroyed or mutilated Note if no interest shall have been
      paid thereon.

     

    
      	
              14.  

            	
              PAYMENTS
                ON NOTES.

            


    

     

    
      	
              14.1.  

            	
              Place
                of Payment.

            


    

     

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

     

    
      	
              14.2.  

            	
              Home
                Office Payment.

            


    

     

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

     

    
      	
              15.  

            	
              EXPENSES,
                ETC.

            


    

     

    
      	
              15.1.  

            	
              Transaction
                Expenses.

            


    

     

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

     

    
      	
              15.2.  

            	
              Survival.

            


    

     

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

     

    
      	
              16.  

            	
              SURVIVAL
                OF REPRESENTATIONS AND WARRANTIES; ENTIRE
                AGREEMENT.

            


    

     

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

     

    
      	
              17.  

            	
              AMENDMENT
                AND WAIVER.

            


    

     

    
      	
              17.1.  

            	
              Requirements.

            


    

     

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

     

    
      	
              17.2.  

            	
              Solicitation
                of Holders of Notes.

            


    

     

    (a)  Solicitation.  The
      Company will provide each holder of the Notes (irrespective of the amount of
      Notes then owned by it) with sufficient information, sufficiently far in advance
      of the date a decision is required, to enable such holder to make an informed
      and considered decision with respect to any proposed amendment, waiver or
      consent in respect of any of the provisions hereof or of the
      Notes.  The Company will deliver executed or true and correct copies
      of each amendment, waiver or consent effected pursuant to the provisions of
      this
      Section 17 to each holder of outstanding Notes promptly following the date
      on which it is executed and delivered by, or receives the consent or approval
      of, the requisite holders of Notes.

     

    (b)  Payment.  The
      Company will not directly or indirectly pay or cause to be paid any
      remuneration, whether by way of supplemental or additional interest, fee or
      otherwise, or grant any security, to any holder of Notes as consideration for
      or
      as an inducement to the entering into by any holder of Notes of any waiver
      or
      amendment of any of the terms and provisions hereof unless such remuneration
      is
      concurrently paid, or security is concurrently granted, on the same terms,
      ratably to each holder of Notes then outstanding even if such holder did not
      consent to such waiver or amendment.

     

    (c)  Consent
      in
      Contemplation of Transfer.  Any consent made pursuant to this
      Section 17 by a holder of Notes that has transferred or has agreed to transfer
      its Notes to the Company, any Subsidiary or any Affiliate of the Company and
      has
      provided or has agreed to provide such written consent as a condition to such
      transfer shall be void and of no force or effect except solely as to such
      holder, and any amendments effected or waivers granted or to be effected or
      granted that would not have been or would not be so effected or granted but
      for
      such consent (and the consents of other holders of Notes that were acquired
      under the same or similar conditions) shall be void and of no force or effect
      except solely as to such holder.

     

    
      	
              17.3.  

            	
              Binding
                Effect, etc.

            


    

     

    Any
      amendment or
      waiver consented to as provided in this Section 17 applies equally to all
      holders of Notes and is binding upon them and upon each future holder of any
      Note and upon the Company without regard to whether such Note has been marked
      to
      indicate such amendment or waiver.  No such amendment or waiver will
      extend to or affect any obligation, covenant, agreement, Default or Event of
      Default not expressly amended or waived or impair any right consequent
      thereon.  No course of dealing between the Company and the holder of
      any Note nor any delay in exercising any rights hereunder or under any Note
      shall operate as a waiver of any rights of any holder of such
      Note.  As used herein, the term “this Agreement” or “the Agreement”
and references thereto shall mean this Agreement as it may from time to time
      be
      amended or supplemented.

     

    
      	
              17.4.  

            	
              Notes
                held by Company, etc.

            


    

     

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

     

    
      	
              18.  

            	
              NOTICES.

            


    

     

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

     

    (i)  if
      to you or your
      nominee, to you or it at the address specified for such communications in
      Schedule A, or at such other address as you or it shall have specified to the
      Company in writing,

     

    (ii)  if
      to any other
      holder of any Note, to such holder at such address as such other holder shall
      have specified to the Company in writing, or

     

    (iii)  if
      to the Company
      or to a Guarantor, to the Company at its address set forth at the beginning
      hereof to the attention of the Office of the Treasurer, or at such other address
      as the Company shall have specified to the holder of each Note in
      writing.

     

    Notices
      under this
      Section 18 will be deemed given only when actually received.

     

    
      	
              19.  

            	
              REPRODUCTION
                OF DOCUMENTS.

            


    

     

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

     

    
      	
              20.  

            	
              CONFIDENTIAL
                INFORMATION.

            


    

     

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

     

    
      	
              21.  

            	
              SUBSTITUTION
                OF PURCHASER.

            


    

     

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

     

    
      	
              22.  

            	
              RELEASE
                OF SUBSIDIARY GUARANTOR.

            


    

     

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

     

    
      	
              23.  

            	
              MISCELLANEOUS.

            


    

     

    
      	
              23.1.  

            	
              Successors
                and Assigns.

            


    

     

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

     

    
      	
              23.2.  

            	
              Payments
                Due on Non-Business Days.

            


    

     

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

     

    
      	
              23.3.  

            	
              Severability.

            


    

     

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

     

    
      	
              23.4.  

            	
              Construction.

            


    

     

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

     

    
      	
              23.5.  

            	
              Counterparts.

            


    

     

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

     

    
      	
              23.6.  

            	
              Governing
                Law.

            


    

     

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

     

    


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

     

    Very
      truly
      yours,

    


    


    ENERGIZER
      HOLDINGS,
      INC.

    


    By:

    Name:  William
      C. Fox

    Title:  Vice
      President and Treasurer

    


    SCHEDULE
      B

    


    DEFINED
      TERMS

     

    As
      used herein, the
      following terms have the respective meanings set forth below or set forth in
      the
      Section hereof following such term:

     

    “Adjusted
      Consolidated Net Worth” means, as of any date, consolidated
      stockholders’ equity of the Company and its Restricted Subsidiaries on such
      date, determined in accordance with GAAP, less the amount by which outstanding
      Restricted Investments on such date exceed 10% of consolidated stockholders’
equity.

     

    “Affiliate”
      means, at any time, and with respect to any Person, any other Person
      that at such time directly or indirectly through one or more intermediaries
      Controls, or is Controlled by, or is under common Control with, such first
      Person.  As used in this definition, “Control” means the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management and policies of a Person, whether through the ownership of voting
      securities, by contract or otherwise. Unless the context otherwise clearly
      requires, any reference to an “Affiliate” is a reference to an Affiliate of the
      Company.

     

    “Anti-Terrorism
      Order” means Executive Order 13224 of September 23, 2001
      Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
      to Commit, or Support Terrorism
      (66 Fed. Reg. 49079 (2001).

     

    “Asset
      Securitization Transaction” means any financing pursuant to which the
      Company or any Restricted Subsidiary sells to a special purpose entity or any
      other Person, at a price representing the reasonably equivalent value thereof
      (determined as of the date of such sale), or grants a security interest in,
      accounts receivable (and related assets), provided that such financing shall
      be
      on customary market terms applicable to asset securitization transactions and
      shall be with limited or no recourse to the Company and such Restricted
      Subsidiary (other than such special purpose entity or other Person), except
      to
      the extent of normal and customary representations and warranties (in no event
      relating to collectibility or ultimate payment of receivables) made by the
      Company or such Restricted Subsidiary, and any other indicia of recourse
      substantially comparable to those permitted in asset securitization transactions
      generally (in no event relating to collectibility or ultimate payment of
      receivables).

     

     “Bank
      Guarantees” means the Guarantees of the Subsidiary Guarantors of
      Indebtedness outstanding under the Credit Agreement, as such Guarantees or
      agreements may be amended, restated or otherwise modified, and any successors
      thereto.

     

    “Business
      Day” means (a) for the purposes of Section 8.7 only, any day other than
      a Saturday, a Sunday or a day on which commercial banks in New York City are
      required or authorized to be closed, and (b) for the purposes of any other
      provision of this Agreement, any day other than a Saturday, a Sunday or a day
      on
      which commercial banks in Chicago, Illinois or New York, New York are required
      or authorized to be closed.

     

    “Capital
      Lease” means, at any time, a lease with respect to which the lessee is
      required concurrently to recognize the acquisition of an asset and the
      incurrence of a liability in accordance with GAAP.

     

    “Change
      of Control” means an event or series of events by which any
      person or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
      Exchange Act) (such person or persons hereinafter referred to as an “Acquiring
      Person”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of more than 50% of the voting power
      of
      the then outstanding Voting Stock of the Company; provided that, notwithstanding
      the foregoing, a “Change of Control” shall not be deemed to have occurred if the
      Company (or the Acquiring Person if either (x) the Company is no longer in
      existence or (y) the Acquiring Person has acquired all or substantially all
      of
      the assets thereof) shall have an Investment Grade Rating immediately following
      such Acquiring Person becoming the “beneficial owner” or consummating such
      acquisition.

    


    “Closing”
      is defined in Section 3.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended from time to time,
      and the rules and regulations promulgated thereunder from time to
      time.

     

    “Company”
      means Energizer Holdings, Inc., a Missouri corporation.

     

    “Confidential
      Information” is defined in Section 20.

     

    “Consolidated
      Indebtedness” means, as of any date, outstanding Indebtedness of the
      Company and its Restricted Subsidiaries as of such date determined on a
      consolidated basis in accordance with GAAP.

     

    “Consolidated
      Net Income” means, for any period, the net income of the Company and
      its Restricted Subsidiaries for such period determined on a consolidated basis
      in accordance with GAAP, or as calculated on a pro forma basis in accordance
      with Article XI of Securities and Exchange Commission Regulation S-X for any
      period, or portion thereof, where pro forma presentation is required pursuant
      to
      rules or regulations of the Securities and Exchange Commission.

     

    “Consolidated
      Total Assets” means, as of any date, the assets and properties of the
      Company and its Restricted Subsidiaries as of such date determined on a
      consolidated basis in accordance with GAAP, less any amount of assets reflected
      therein to the extent that they have been sold or pledged pursuant to an Asset
      Securitization Transaction, which amount shall be deemed to be equal to the
      amount excluded from the calculation of Indebtedness pursuant to the last
      sentence of the definition thereof.

     

    “Consolidated
      Total Capitalization” means, as of any date, the sum of Consolidated
      Indebtedness and Adjusted Consolidated Net Worth as of such date.

     

    “Control
      Event” means:

     

    (a)           the
      execution by the Company or any of its Subsidiaries or Affiliates of any
      agreement with respect to any proposed transaction or event or series of
      transactions or events that, individually or in the aggregate, may reasonably
      be
      expected to result in a Change of Control, or

     

    (b)           the
      execution of any written agreement that, when fully performed by the parties
      thereto, would result in a Change of Control.

     

    “Credit
      Agreement” means the Revolving Credit Agreement dated as of November
      16, 2004 among the Company, the lenders party thereto, JPMorgan Chase Bank,
      N.A., as administrative agent, Citibank, N.A., as documentation agent, and
      Bank
      of America, N.A., as syndication agent, as such agreement may be hereafter
      amended, restated, supplemented, refinanced, increased or reduced from time
      to
      time, and any successor credit agreement or similar facility; provided, that
      such term shall not include (i) the Multicurrency Revolving Credit Facility
      Agreement dated August 24, 2005 among Energizer Asia Investments Pte. Ltd.,
      a
      Singapore Subsidiary of the Company, Energizer Singapore Pte. Ltd., a Singapore
      Subsidiary of the Company, Sonca Products Ltd., a Hong Kong Subsidiary of the
      Company, and Schick Asia Limited, a Hong Kong Subsidiary of the Company, as
      borrowers, the Company as guarantor, the lenders party thereto, Citigroup Global
      Markets Singapore Pte. Ltd. and Standard Chartered Bank as arranger, with
      Citicorp Investment Bank (Singapore) Limited, as agent, as such agreement may
      have been heretofore or may be hereafter amended, restated, supplemented,
      refinanced, increased or reduced from time to time, or (ii) any other credit
      facility of any Subsidiary that is not organized under the laws of the United
      States or any state thereof (including the District of Columbia) or any
      possession of the United States.

     

    “Debt
      to
      EBITDA Ratio” means, as of any date, the ratio of Consolidated
      Indebtedness (as of the date of determination) to EBITDA (for the Company’s then
      most recently completed four fiscal quarters).

     

    “Default”
      means an event or condition the occurrence or existence of which would,
      with the lapse of time or the giving of notice or both, become an Event of
      Default.

     

    “Default
      Rate” means that rate of interest that is the greater of (i) 2%
      per annum above the rate of interest stated in clause (a) of the first paragraph
      of the Notes or (ii) 2% over the rate of interest publicly announced by
      Bank of America in Chicago, Illinois as its “base” or “prime” rate.

     

    “Disposition”
      is defined in Section 10.3.  The grant of a security interest
      by the Company or any Restricted Subsidiary in accounts receivable (and related
      assets) that are the subject of an Asset Securitization Transaction shall,
      without duplication, be deemed a Disposition of such accounts receivable (and
      related assets) for purposes of Section 10.3.

     

    “Domestic
      Restricted Subsidiary” means any Restricted Subsidiary organized under
      the laws of the United States or any state thereof (including the District
      of
      Columbia).

     

    “EBITDA”
      means, for any period, Consolidated Net Income for such period, plus,
      to the extent deducted in calculating Consolidated Net Income, (i) all
      provisions for federal, state and other income taxes, (ii) extraordinary losses,
      (iii) losses on disposition of discontinued operations, (iv) interest expense,
      (v) depreciation and amortization expense and (vi) other noncash charges, and
      minus, to the extent added in calculating Consolidated Net Income, (x)
      extraordinary gains, (y) gains on disposition of discontinued operations and
      (z)
      other noncash gains.

     

    “Environmental
      Laws” means any and all federal, state, local, and foreign statutes,
      laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
      concessions, grants, franchises, licenses, agreements or governmental
      restrictions relating to pollution and the protection of the environment or
      the
      release of any materials into the environment, including but not limited to
      those related to hazardous substances or wastes, air emissions and discharges
      to
      waste or public systems.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended
      from time to time, and the rules and regulations promulgated thereunder from
      time to time in effect.

     

    “ERISA
      Affiliate” means any trade or business (whether or not incorporated)
      that is treated as a single employer together with the Company under Section
      414
      of the Code.

     

    “Event
      of
      Default” is defined in Section 11.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as
      amended.

     

    “GAAP”
      means generally accepted accounting principles as in effect from time
      to time in the United States of America.

     

    “Governmental
      Authority” means

     

    (a)  the
      government
      of

     

    (i)  the
      United States
      of America or any state or other political subdivision thereof, or

     

    (ii)  any
      jurisdiction in
      which the Company or any Subsidiary conducts all or any part of its business,
      or
      which asserts jurisdiction over any properties of the Company or any Subsidiary,
      or

     

    (b)  any
      entity
      exercising executive, legislative, judicial, regulatory or administrative
      functions of, or pertaining to, any such government.

     

    “Guaranty”
      means, with respect to any Person, any obligation (except the
      endorsement in the ordinary course of business of negotiable instruments for
      deposit or collection) of such Person guaranteeing or in effect guaranteeing
      any
      indebtedness, dividend or other obligation of any other Person in any manner,
      whether directly or indirectly, including (without limitation) obligations
      incurred through an agreement, contingent or otherwise, by such
      Person:

     

    (a)  to
      purchase such
      indebtedness or obligation or any property constituting security
      therefor;

     

    (b)  to
      advance or
      supply funds (i) for the purchase or payment of such indebtedness or obligation,
      or (ii) to maintain any working capital or other balance sheet condition or
      any
      income statement condition of any other Person or otherwise to advance or make
      available funds for the purchase or payment of such indebtedness or
      obligation;

     

    (c)  to
      lease properties
      or to purchase properties or services primarily for the purpose of assuring
      the
      owner of such indebtedness or obligation of the ability of any other Person
      to
      make payment of the indebtedness or obligation; or

     

    (d)  otherwise
      to assure
      the owner of such indebtedness or obligation against loss in respect
      thereof.

     

    In
      any computation
      of the indebtedness or other liabilities of the obligor under any Guaranty,
      the
      indebtedness or other obligations that are the subject of such Guaranty shall
      be
      assumed to be direct obligations of such obligor.

    


    “Hazardous
      Material” means any and all pollutants, toxic or hazardous wastes or
      any other substances that might pose a hazard to health or safety, the removal
      of which may be required or the generation, manufacture, refining, production,
      processing, treatment, storage, handling, transportation, transfer, use,
      disposal, release, discharge, spillage, seepage, or filtration of which is
      or
      shall be restricted, prohibited or penalized by any applicable law (including,
      without limitation, asbestos, urea formaldehyde foam insulation and
      polychlorinated biphenyls).

     

    “holder”
      means, with respect to any Note, the Person in whose name such Note
      is
      registered in the register maintained by the Company pursuant to Section
      13.1.

     

    “Indebtedness”
      with respect to any Person means, at any time, without
      duplication,

     

    (e)  its
      liabilities for
      borrowed money;

     

    (f)  its
      liabilities for
      the deferred purchase price of property acquired by such Person (excluding
      accounts payable and other accrued liabilities arising in the ordinary course
      of
      business but including all liabilities created or arising under any conditional
      sale or other title retention agreement with respect to any such
      property);

     

    (g)  all
      liabilities
      appearing on its balance sheet in accordance with GAAP in respect of Capital
      Leases;

     

    (h)  all
      liabilities for
      borrowed money secured by any Lien with respect to any property owned by such
      Person (whether or not it has assumed or otherwise become liable for such
      liabilities); and

     

    (i)  any
      Guaranty of
      such Person with respect to liabilities of a type described in any of clauses
      (a) through (d) hereof.

     

    Notwithstanding
      the
      foregoing, there shall be excluded from the Indebtedness of any Person any
      obligations of such Person under an Asset Securitization Transaction regardless
      of whether such obligations would be reflected as Indebtedness on a balance
      sheet of such Person.

     

    “INHAM
      Exemption” is defined in Section 6.2(e).

     

    “Institutional
      Investor” means (a) any original purchaser of a Note and (b) 
any bank, trust company, savings and loan association or other financial
      institution, any pension plan, any investment company, any insurance company,
      any broker or dealer, or any other similar financial institution or entity,
      regardless of legal form.

     

    “Investment
      Grade Rating” in respect of any Person means, at the time of
      determination, at least one of the following ratings of its senior, unsecured
      long-term indebtedness for borrowed money: (i) by Standard & Poor’s Rating
      Services, a division of The McGraw-Hill Companies, or any successor thereof
      (“S&P”), “BBB-” or better, (ii) by Moody’s Investors Service, Inc., or any
      successor thereof (“Moody’s”), “Baa3” or better, or (iii) by another rating
      agency of recognized national standing reasonably acceptable to the Required
      Holders, an equivalent or better rating.

     

    “Investments”
      means all investments made, in cash or by delivery of property,
      directly or indirectly, by any Person, in any other Person, whether by
      acquisition of shares of capital stock, indebtedness or other obligations or
      securities or by loan, advance, capital contribution or otherwise.

     

    “Lien”
means,
      with respect to
      any Person, any mortgage, lien, pledge, charge, security interest or other
      encumbrance, or any interest or title of any vendor, lessor, lender or other
      secured party to or of such Person under any conditional sale or other title
      retention agreement or Capital Lease, upon or with respect to any property
      or
      asset of such Person (including in the case of stock, stockholder agreements,
      voting trust agreements and all similar arrangements).

    “Make-Whole
      Amount” is defined in Section 8.7.

     

    “Material”
      means material in relation to the business, operations, affairs,
      financial condition, assets or properties of the Company and its Restricted
      Subsidiaries taken as a whole.

     

    “Material
      Adverse Effect” means a material adverse effect on (a) the business,
      operations, affairs, financial condition, assets or properties of the Company
      and its Restricted Subsidiaries taken as a whole, or (b) the ability of the
      Company to perform its obligations under this Agreement and the Notes, or (c)
      the ability of any Subsidiary Guarantor to perform its obligations under the
      Subsidiary Guaranty, or (d) the validity or enforceability of this Agreement,
      the Notes or the Subsidiary Guaranty.

     

    “Memorandum”
      is defined in Section 5.3.

     

    “Multiemployer
      Plan” means any Plan that is a “multiemployer plan” (as such term is
      defined in Section 4001(a)(3) of ERISA).

     

    “Notes”
      is defined in Section 1.1.

     

    “Officer’s
      Certificate” means a certificate of a Senior Financial Officer or of
      any other officer of the Company whose responsibilities extend to the subject
      matter of such certificate.

     

    “Other
      Purchasers” is defined in Section 2.

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation referred to and defined
      in ERISA or any successor thereto.

     

    “Person”
      means an individual, partnership, corporation, limited liability
      company, association, trust, unincorporated organization, or a government or
      agency or political subdivision thereof.

     

    “Plan”
      means an “employee benefit plan” (as defined in Section 3(3) of ERISA)
      that is or, within the preceding five years, has been established or maintained,
      or to which contributions are or, within the preceding five years, have been
      made or required to be made, by the Company or any ERISA Affiliate or with
      respect to which the Company or any ERISA Affiliate may have any
      liability.

     

    “Priority
      Debt” means, as of any date, the sum (without duplication) of
      (a) Indebtedness of Restricted Subsidiaries that are not Subsidiary
      Guarantors on such date (other than Indebtedness owed to the Company or another
      Restricted Subsidiary), (b) Indebtedness of the Company guaranteed by any
      Restricted Subsidiary that is not a Subsidiary Guarantor and
      (c) Indebtedness of the Company and its Domestic Restricted Subsidiaries
      secured by Liens not otherwise permitted by Sections 10.2(a) through (i) on
      such date.  For the avoidance of doubt, Indebtedness outstanding under
      the Multicurrency Revolving Credit Facility Agreement dated August 24, 2005
      among Energizer Asia Investments Pte. Ltd., a Singapore Subsidiary of the
      Company, Energizer Singapore Pte. Ltd., a Singapore Subsidiary of the Company,
      Sonca Products Ltd., a Hong Kong Subsidiary of the Company, and Schick Asia
      Limited, a Hong Kong Subsidiary of the Company, as borrowers, the Company as
      guarantor, the lenders party thereto, Citigroup Global Markets Singapore Pte.
      Ltd. and Standard Chartered Bank as arranger, with Citicorp Investment Bank
      (Singapore) Limited, as agent, as such agreement may have been heretofore or
      may
      be hereafter amended, restated, supplemented, refinanced, increased or reduced
      from time to time, shall be deemed to constitute Priority Debt.

     

    “property”
      or “properties” means, unless otherwise specifically
      limited, real or personal property of any kind, tangible or intangible, choate
      or inchoate.

     

    “Proposed
      Prepayment Date” is defined in Section 8.3(b).

     

    “Purchaser”
      means each purchaser listed in Schedule A.

     

    “QPAM
      Exemption” is defined in Section 6.2(d).

     

    “Required
      Holders” means, at any time, the holders of at least a majority in
      principal amount of the Notes at the time outstanding (exclusive of Notes then
      owned by the Company or any of its Affiliates).

     

    “Responsible
      Officer” means any Senior Financial Officer and any other officer of
      the Company with responsibility for the administration of the relevant portion
      of this agreement.

     

    “Restricted
      Investments” means all Investments of the Company and its Restricted
      Subsidiaries, other than:

     

    (j)  property
      or assets
      to be used or consumed in the ordinary course of business;

     

    (k)  current
      assets
      arising from the sale of goods or services in the ordinary course of
      business;

     

    (l)  Investments
      in
      Restricted Subsidiaries or in any Person which, as a result thereof, becomes
      a
      Restricted Subsidiary;

     

    (m)  Investments
      existing as of the date of this Agreement that are listed in the attached
      Schedule B-1;

     

    (n)  Investments
      in
      treasury stock;

     

    (o)  Investments
      in:

     

    (i)  obligations,
      maturing within one year from the date of acquisition, of or fully guaranteed
      by
      the United States of America or an agency thereof;

     

    (ii)  state
      or municipal
      securities, maturing within one year from the date of acquisition, that are
      rated in one of the top two rating classifications by at least one nationally
      recognized rating agency;

     

    (iii)  certificates
      of
      deposit or banker’s acceptances maturing within one year from the date of
      acquisition of or issued by Bank of America or other commercial banks whose
      long-term unsecured debt obligations (or the long-term unsecured debt
      obligations of the bank holding company owning all of the capital stock of
      such
      bank) are rated in one of the top three rating classifications by at least
      one
      nationally recognized rating agency;

     

    (iv)  commercial
      paper
      maturing within 270 days from the date of issuance that, at the time of
      acquisition, is rated in one of the top two rating classifications by at least
      one credit rating agency of recognized national standing;

     

    (v)  repurchase
      agreements, having a term of not more than 90 days and fully collateralized
      with
      obligations of the type described in clause (i), with a bank satisfying the
      requirements of clause (iii); and

     

    (vi)  money
      market
      instrument programs that are properly classified as current assets in accordance
      with GAAP.

     

    “Restricted
      Subsidiary” means any Subsidiary (a) of which at least a majority of
      the voting securities are owned by the Company and/or one or more Wholly-Owned
      Restricted Subsidiaries and (b) that the Company has not designated an
      Unrestricted Subsidiary by notice in writing given to the holders of the
      Notes.

     

    “Securities
      Act” means the Securities Act of 1933, as amended from time to
      time.

     

    “Senior
      Financial Officer” means the chief financial officer, principal
      accounting officer, treasurer or comptroller of the Company.

     

    “Series
      2007-A Notes” is defined in Section 1.1.

     

    “Series
      2007-B Notes” is defined in Section 1.1.

     

    “Series
      2007-C Notes” is defined in Section 1.1.

     

    “Series
      2007-D Notes” is defined in Section 1.1.

     

    “Series
      2007-E Notes” is defined in Section 1.1.

     

    “Series
      2007-F Notes” is defined in Section 1.1.

     

    “Series
      2007-G Notes” is defined in Section 1.1.

     

    “Significant
      Restricted Subsidiary” means, as of the date of determination, any
      Subsidiary Guarantor and any other Restricted Subsidiary the assets or revenues
      of which account for (i) more than 15% of the Consolidated Total Assets of
      the
      Company and its Restricted Subsidiaries at the end of the most recently ended
      fiscal period or (ii) more than 15% of the consolidated revenues of the Company
      and its Restricted Subsidiaries for the most recently completed four fiscal
      quarters.

     

    “Source”
      is defined in Section 6.2.

     

    “Subsidiary”
      means, as to any Person, any corporation, association or other business
      entity in which such Person or one or more of its Subsidiaries or such Person
      and one or more of its Subsidiaries owns sufficient equity or voting interests
      to enable it or them (as a group) ordinarily, in the absence of contingencies,
      to elect a majority of the directors (or Persons performing similar functions)
      of such entity, and any partnership, limited liability company or joint venture
      if more than a 50% interest in the profits or capital thereof is owned by such
      Person or one or more of its Subsidiaries or such Person and one or more of
      its
      Subsidiaries (unless such partnership can and does ordinarily take major
      business actions without the prior approval of such Person or one or more of
      its
      Subsidiaries).  Unless the context otherwise clearly requires, any
      reference to a “Subsidiary” is a reference to a Subsidiary of the
      Company.

     

    “Subsidiary
      Guarantor” is defined in Section 1.1.

     

    “Subsidiary
      Guaranty” is defined in Section 1.1.

     

    “this
      Agreement” or “the Agreement” is defined in Section
      17.3.

     

    “Unrestricted
      Subsidiary” means any Subsidiary of the Company that has been so
      designated by notice in writing given to the holders of the Notes.

     

    “USA
      Patriot Act” means Public Law 107-56 of the United States of America,
      United and Strengthening America by Providing Tools Required to Intercept and
      Obstruct Terrorism (USA PATRIOT) Act of 2001.

     

    “Voting
      Stock” means, with respect to any Person, any class of shares of stock
      or other equity interests of such Person having general voting power under
      ordinary circumstances to elect a majority of the board of directors or other
      managing entities, as appropriate, of such Person (irrespective of whether
      or
      not at the time stock of any other class or classes or other equity interests
      of
      such Person shall have or might have voting power by reason of the happening
      of
      any contingency).

     

    


     

    “Wholly-Owned
      Restricted Subsidiary” means, at any time, any Restricted Subsidiary
      100% of all of the equity interests (except directors’ qualifying shares) and
      voting interests of which are owned by any one or more of the Company and the
      Company’s other Wholly-Owned Restricted Subsidiaries at such time.

     

    


    EXHIBIT
      1(a)

    


    [FORM
      OF
      SERIES 2007-A NOTE]

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    5.71%
      Senior Note,
      Series 2007-A, due October 15, 2010

    


    No.
      RA-[  ]                                                                                                                     [Date]

    $[_______]                                                                                                                     PPN:
      29266R J#6

    


    


    FOR
      VALUE RECEIVED,
      the undersigned, ENERGIZER HOLDINGS, INC. (herein called the “Company”), a
      corporation organized and existing under the laws of the State of Missouri,
      promises to pay to [        ], or
      registered assigns, the principal sum of
      $[           ]
      on   October 15, 2010, with interest (computed on the basis of a
      360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
      the rate of 5.71% per annum from the date hereof, payable semiannually, on
      April
      15 and October 15 in each year, commencing with the April 15 or October 15
      next
      succeeding the date hereof until the principal hereof shall have become due
      and
      payable, and (b) to the extent permitted by law on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of interest
      and any overdue payment of any Make-Whole Amount (as defined in the Note
      Purchase Agreement referred to below), payable semiannually as aforesaid (or,
      at
      the option of the registered holder hereof, on demand), at a rate per annum
      from
      time to time equal to the greater of (i) 7.71% or (ii) 2% over the
      rate of interest publicly announced by Bank of America from time to time in
      Chicago, Illinois as its “base” or “prime” rate.  Under the
      circumstances described in the Note Purchase Agreement, additional interest
      may
      be payable on the unpaid principal amount of this Note.

     

    Payments
      of
      principal of, interest on and any Make-Whole Amount with respect to this Note
      are to be made in lawful money of the United States of America at the principal
      office of Bank of America in Chicago, Illinois or at such other place as the
      Company shall have designated by written notice to the holder of this Note
      as
      provided in the Note Purchase Agreement referred to below.

     

    This
      Note is one of
      a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note
      Purchase Agreement, dated as of October 15, 2007 (as from time to time amended
      and supplemented, the “Note Purchase Agreement”), between the Company and the
      respective Purchasers named therein and is entitled to the benefits
      thereof.  Each holder of this Note will be deemed, by its acceptance
      hereof, (i) to have agreed to the confidentiality provisions set forth in
      Section 20 of the Note Purchase Agreement and (ii) to have made the
      representation set forth in Section 6.2 of the Note Purchase
      Agreement.

     

    This
      Note is a
      registered Note and, as provided in the Note Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder’s attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee.  Prior to due presentment for registration of transfer,
      the Company may treat the person in whose name this Note is registered as the
      owner hereof for the purpose of receiving payment and for all other purposes,
      and the Company will not be affected by any notice to the contrary.

     

    This
      Note is
      subject to optional prepayment, in whole or from time to time in part, at the
      times and on the terms specified in the Note Purchase Agreement but not
      otherwise.

     

    If
      an Event of
      Default, as defined in the Note Purchase Agreement, occurs and is continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner, at the price (including any applicable Make-Whole Amount) and
      with the effect provided in the Note Purchase Agreement.

     

    Payment
      of the
      principal of, and interest and Make-Whole Amount, if any, on this Note, and
      all
      other amounts due under the Note Purchase Agreement, is guaranteed pursuant
      to
      the terms of a Guaranty dated as of October 15, 2007 of certain Subsidiaries
      of
      the Company.

     

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

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

    


    


    EXHIBIT
      1(b)

    


    [FORM
      OF
      SERIES 2007-B NOTE]

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    6.01%
      Senior Note,
      Series 2007-B, due October 15, 2012

    


    No.
      RB-[  ]                                                                                                                     [Date]

    $[_______]                                                                                                                     PPN:
      29266R K*8

    


    


    FOR
      VALUE RECEIVED,
      the undersigned, ENERGIZER HOLDINGS, INC. (herein called the “Company”), a
      corporation organized and existing under the laws of the State of Missouri,
      promises to pay to [        ], or
      registered assigns, the principal sum of
      $[           ]
      on   October 15, 2012, with interest (computed on the basis of a
      360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
      the rate of 6.01% per annum from the date hereof, payable semiannually, on
      April
      15 and October 15 in each year, commencing with the April 15 or October 15
      next
      succeeding the date hereof until the principal hereof shall have become due
      and
      payable, and (b) to the extent permitted by law on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of interest
      and any overdue payment of any Make-Whole Amount (as defined in the Note
      Purchase Agreement referred to below), payable semiannually as aforesaid (or,
      at
      the option of the registered holder hereof, on demand), at a rate per annum
      from
      time to time equal to the greater of (i) 8.01% or (ii) 2% over the
      rate of interest publicly announced by Bank of America from time to time in
      Chicago, Illinois as its “base” or “prime” rate.  Under the
      circumstances described in the Note Purchase Agreement, additional interest
      may
      be payable on the unpaid principal amount of this Note.

     

    Payments
      of
      principal of, interest on and any Make-Whole Amount with respect to this Note
      are to be made in lawful money of the United States of America at the principal
      office of Bank of America in Chicago, Illinois or at such other place as the
      Company shall have designated by written notice to the holder of this Note
      as
      provided in the Note Purchase Agreement referred to below.

     

    This
      Note is one of
      a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note
      Purchase Agreement, dated as of October 15, 2007 (as from time to time amended
      and supplemented, the “Note Purchase Agreement”), between the Company and the
      respective Purchasers named therein and is entitled to the benefits
      thereof.  Each holder of this Note will be deemed, by its acceptance
      hereof, (i) to have agreed to the confidentiality provisions set forth in
      Section 20 of the Note Purchase Agreement and (ii) to have made the
      representation set forth in Section 6.2 of the Note Purchase
      Agreement.

     

    This
      Note is a
      registered Note and, as provided in the Note Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder’s attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee.  Prior to due presentment for registration of transfer,
      the Company may treat the person in whose name this Note is registered as the
      owner hereof for the purpose of receiving payment and for all other purposes,
      and the Company will not be affected by any notice to the contrary.

     

    This
      Note is
      subject to optional prepayment, in whole or from time to time in part, at the
      times and on the terms specified in the Note Purchase Agreement but not
      otherwise.

     

    If
      an Event of
      Default, as defined in the Note Purchase Agreement, occurs and is continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner, at the price (including any applicable Make-Whole Amount) and
      with the effect provided in the Note Purchase Agreement.

     

    Payment
      of the
      principal of, and interest and Make-Whole Amount, if any, on this Note, and
      all
      other amounts due under the Note Purchase Agreement, is guaranteed pursuant
      to
      the terms of a Guaranty dated as of October 15, 2007 of certain Subsidiaries
      of
      the Company.

     

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

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

    


    


    


    EXHIBIT
      1(c)

    


    [FORM
      OF
      SERIES 2007-C NOTE]

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    6.09%
      Senior Note,
      Series 2007-C, due October 15, 2013

    


    No.
      RC-[  ]                                                                                                                     [Date]

    $[_______]                                                                                                                     PPN:
      29266R K@6

    


    FOR
      VALUE RECEIVED,
      the undersigned, ENERGIZER HOLDINGS, INC. (herein called the “Company”), a
      corporation organized and existing under the laws of the State of Missouri,
      promises to pay to [        ], or
      registered assigns, the principal sum of
      $[           ]
      on   October 15, 2013, with interest (computed on the basis of a
      360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
      the rate of 6.09% per annum from the date hereof, payable semiannually, on
      April
      15 and October 15 in each year, commencing with the April 15 or October 15
      next
      succeeding the date hereof until the principal hereof shall have become due
      and
      payable, and (b) to the extent permitted by law on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of interest
      and any overdue payment of any Make-Whole Amount (as defined in the Note
      Purchase Agreement referred to below), payable semiannually as aforesaid (or,
      at
      the option of the registered holder hereof, on demand), at a rate per annum
      from
      time to time equal to the greater of (i) 8.09% or (ii) 2% over the
      rate of interest publicly announced by Bank of America from time to time in
      Chicago, Illinois as its “base” or “prime” rate.  Under the
      circumstances described in the Note Purchase Agreement, additional interest
      may
      be payable on the unpaid principal amount of this Note.

     

    Payments
      of
      principal of, interest on and any Make-Whole Amount with respect to this Note
      are to be made in lawful money of the United States of America at the principal
      office of Bank of America in Chicago, Illinois or at such other place as the
      Company shall have designated by written notice to the holder of this Note
      as
      provided in the Note Purchase Agreement referred to below.

     

    This
      Note is one of
      a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note
      Purchase Agreement, dated as of October 15, 2007 (as from time to time amended
      and supplemented, the “Note Purchase Agreement”), between the Company and the
      respective Purchasers named therein and is entitled to the benefits
      thereof.  Each holder of this Note will be deemed, by its acceptance
      hereof, (i) to have agreed to the confidentiality provisions set forth in
      Section 20 of the Note Purchase Agreement and (ii) to have made the
      representation set forth in Section 6.2 of the Note Purchase
      Agreement.

     

    This
      Note is a
      registered Note and, as provided in the Note Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder’s attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee.  Prior to due presentment for registration of transfer,
      the Company may treat the person in whose name this Note is registered as the
      owner hereof for the purpose of receiving payment and for all other purposes,
      and the Company will not be affected by any notice to the contrary.

     

    This
      Note is
      subject to optional prepayment, in whole or from time to time in part, at the
      times and on the terms specified in the Note Purchase Agreement but not
      otherwise.

     

    If
      an Event of
      Default, as defined in the Note Purchase Agreement, occurs and is continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner, at the price (including any applicable Make-Whole Amount) and
      with the effect provided in the Note Purchase Agreement.

     

    Payment
      of the
      principal of, and interest and Make-Whole Amount, if any, on this Note, and
      all
      other amounts due under the Note Purchase Agreement, is guaranteed pursuant
      to
      the terms of a Guaranty dated as of October 15, 2007 of certain Subsidiaries
      of
      the Company.

     

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

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

    


    


    


    


    EXHIBIT
      1(d)

    


    [FORM
      OF
      SERIES 2007-D NOTE]

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    6.23%
      Senior Note,
      Series 2007-D, due October 15, 2014

    


    No.
      RD-[  ]                                                                                                                     [Date]

    $[_______]                                                                                                                     PPN:
      29266R K#4

    


    


    FOR
      VALUE RECEIVED,
      the undersigned, ENERGIZER HOLDINGS, INC. (herein called the “Company”), a
      corporation organized and existing under the laws of the State of Missouri,
      promises to pay to [        ], or
      registered assigns, the principal sum of
      $[           ]
      on   October 15, 2014, with interest (computed on the basis of a
      360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
      the rate of 6.23% per annum from the date hereof, payable semiannually, on
      April
      15 and October 15 in each year, commencing with the April 15 or October 15
      next
      succeeding the date hereof until the principal hereof shall have become due
      and
      payable, and (b) to the extent permitted by law on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of interest
      and any overdue payment of any Make-Whole Amount (as defined in the Note
      Purchase Agreement referred to below), payable semiannually as aforesaid (or,
      at
      the option of the registered holder hereof, on demand), at a rate per annum
      from
      time to time equal to the greater of (i) 8.23% or (ii) 2% over the
      rate of interest publicly announced by Bank of America from time to time in
      Chicago, Illinois as its “base” or “prime” rate.  Under the
      circumstances described in the Note Purchase Agreement, additional interest
      may
      be payable on the unpaid principal amount of this Note.

     

    Payments
      of
      principal of, interest on and any Make-Whole Amount with respect to this Note
      are to be made in lawful money of the United States of America at the principal
      office of Bank of America in Chicago, Illinois or at such other place as the
      Company shall have designated by written notice to the holder of this Note
      as
      provided in the Note Purchase Agreement referred to below.

     

    This
      Note is one of
      a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note
      Purchase Agreement, dated as of October 15, 2007 (as from time to time amended
      and supplemented, the “Note Purchase Agreement”), between the Company and the
      respective Purchasers named therein and is entitled to the benefits
      thereof.  Each holder of this Note will be deemed, by its acceptance
      hereof, (i) to have agreed to the confidentiality provisions set forth in
      Section 20 of the Note Purchase Agreement and (ii) to have made the
      representation set forth in Section 6.2 of the Note Purchase
      Agreement.

     

    This
      Note is a
      registered Note and, as provided in the Note Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder’s attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee.  Prior to due presentment for registration of transfer,
      the Company may treat the person in whose name this Note is registered as the
      owner hereof for the purpose of receiving payment and for all other purposes,
      and the Company will not be affected by any notice to the contrary.

     

    This
      Note is
      subject to optional prepayment, in whole or from time to time in part, at the
      times and on the terms specified in the Note Purchase Agreement but not
      otherwise.

     

    If
      an Event of
      Default, as defined in the Note Purchase Agreement, occurs and is continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner, at the price (including any applicable Make-Whole Amount) and
      with the effect provided in the Note Purchase Agreement.

     

    Payment
      of the
      principal of, and interest and Make-Whole Amount, if any, on this Note, and
      all
      other amounts due under the Note Purchase Agreement, is guaranteed pursuant
      to
      the terms of a Guaranty dated as of October 15, 2007 of certain Subsidiaries
      of
      the Company.

     

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

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

    EXHIBIT
      1(e)

    


    [FORM
      OF
      SERIES 2007-E NOTE]

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    6.36%
      Senior Note,
      Series 2007-E, due October 15, 2015

    


    No.
      RE-[  ]                                                                                                                     [Date]

    $[_______]                                                                                                                     PPN:
      29266R L*7

    


    


    FOR
      VALUE RECEIVED,
      the undersigned, ENERGIZER HOLDINGS, INC. (herein called the “Company”), a
      corporation organized and existing under the laws of the State of Missouri,
      promises to pay to [        ], or
      registered assigns, the principal sum of
      $[           ]
      on   October 15, 2015, with interest (computed on the basis of a
      360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
      the rate of 6.36% per annum from the date hereof, payable semiannually, on
      April
      15 and October 15 in each year, commencing with the April 15 or October 15
      next
      succeeding the date hereof until the principal hereof shall have become due
      and
      payable, and (b) to the extent permitted by law on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of interest
      and any overdue payment of any Make-Whole Amount (as defined in the Note
      Purchase Agreement referred to below), payable semiannually as aforesaid (or,
      at
      the option of the registered holder hereof, on demand), at a rate per annum
      from
      time to time equal to the greater of (i) 8.36% or (ii) 2% over the
      rate of interest publicly announced by Bank of America from time to time in
      Chicago, Illinois as its “base” or “prime” rate.  Under the
      circumstances described in the Note Purchase Agreement, additional interest
      may
      be payable on the unpaid principal amount of this Note.

     

    Payments
      of
      principal of, interest on and any Make-Whole Amount with respect to this Note
      are to be made in lawful money of the United States of America at the principal
      office of Bank of America in Chicago, Illinois or at such other place as the
      Company shall have designated by written notice to the holder of this Note
      as
      provided in the Note Purchase Agreement referred to below.

     

    This
      Note is one of
      a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note
      Purchase Agreement, dated as of October 15, 2007 (as from time to time amended
      and supplemented, the “Note Purchase Agreement”), between the Company and the
      respective Purchasers named therein and is entitled to the benefits
      thereof.  Each holder of this Note will be deemed, by its acceptance
      hereof, (i) to have agreed to the confidentiality provisions set forth in
      Section 20 of the Note Purchase Agreement and (ii) to have made the
      representation set forth in Section 6.2 of the Note Purchase
      Agreement.

     

    This
      Note is a
      registered Note and, as provided in the Note Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder’s attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee.  Prior to due presentment for registration of transfer,
      the Company may treat the person in whose name this Note is registered as the
      owner hereof for the purpose of receiving payment and for all other purposes,
      and the Company will not be affected by any notice to the contrary.

     

    This
      Note is
      subject to optional prepayment, in whole or from time to time in part, at the
      times and on the terms specified in the Note Purchase Agreement but not
      otherwise.

     

    If
      an Event of
      Default, as defined in the Note Purchase Agreement, occurs and is continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner, at the price (including any applicable Make-Whole Amount) and
      with the effect provided in the Note Purchase Agreement.

     

    Payment
      of the
      principal of, and interest and Make-Whole Amount, if any, on this Note, and
      all
      other amounts due under the Note Purchase Agreement, is guaranteed pursuant
      to
      the terms of a Guaranty dated as of October 15, 2007 of certain Subsidiaries
      of
      the Company.

     

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

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

    EXHIBIT
      1(f)

    


    [FORM
      OF
      SERIES 2007-F NOTE]

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    6.48%
      Senior Note,
      Series 2007-F, due October 15, 2016

    


    No.
      RF-[  ]                                                                                                                     [Date]

    $[_______]                                                                                                                     PPN:
      29266R L@5

    


    


    FOR
      VALUE RECEIVED,
      the undersigned, ENERGIZER HOLDINGS, INC. (herein called the “Company”), a
      corporation organized and existing under the laws of the State of Missouri,
      promises to pay to [        ], or
      registered assigns, the principal sum of
      $[           ]
      on   October 15, 2016, with interest (computed on the basis of a
      360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
      the rate of 6.48% per annum from the date hereof, payable semiannually, on
      April
      15 and October 15 in each year, commencing with the April 15 or October 15
      next
      succeeding the date hereof until the principal hereof shall have become due
      and
      payable, and (b) to the extent permitted by law on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of interest
      and any overdue payment of any Make-Whole Amount (as defined in the Note
      Purchase Agreement referred to below), payable semiannually as aforesaid (or,
      at
      the option of the registered holder hereof, on demand), at a rate per annum
      from
      time to time equal to the greater of (i) 8.48% or (ii) 2% over the
      rate of interest publicly announced by Bank of America from time to time in
      Chicago, Illinois as its “base” or “prime” rate.  Under the
      circumstances described in the Note Purchase Agreement, additional interest
      may
      be payable on the unpaid principal amount of this Note.

     

    Payments
      of
      principal of, interest on and any Make-Whole Amount with respect to this Note
      are to be made in lawful money of the United States of America at the principal
      office of Bank of America in Chicago, Illinois or at such other place as the
      Company shall have designated by written notice to the holder of this Note
      as
      provided in the Note Purchase Agreement referred to below.

     

    This
      Note is one of
      a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note
      Purchase Agreement, dated as of October 15, 2007 (as from time to time amended
      and supplemented, the “Note Purchase Agreement”), between the Company and the
      respective Purchasers named therein and is entitled to the benefits
      thereof.  Each holder of this Note will be deemed, by its acceptance
      hereof, (i) to have agreed to the confidentiality provisions set forth in
      Section 20 of the Note Purchase Agreement and (ii) to have made the
      representation set forth in Section 6.2 of the Note Purchase
      Agreement.

     

    This
      Note is a
      registered Note and, as provided in the Note Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder’s attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee.  Prior to due presentment for registration of transfer,
      the Company may treat the person in whose name this Note is registered as the
      owner hereof for the purpose of receiving payment and for all other purposes,
      and the Company will not be affected by any notice to the contrary.

     

    This
      Note is
      subject to optional prepayment, in whole or from time to time in part, at the
      times and on the terms specified in the Note Purchase Agreement but not
      otherwise.

     

    If
      an Event of
      Default, as defined in the Note Purchase Agreement, occurs and is continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner, at the price (including any applicable Make-Whole Amount) and
      with the effect provided in the Note Purchase Agreement.

     

    Payment
      of the
      principal of, and interest and Make-Whole Amount, if any, on this Note, and
      all
      other amounts due under the Note Purchase Agreement, is guaranteed pursuant
      to
      the terms of a Guaranty dated as of October 15, 2007 of certain Subsidiaries
      of
      the Company.

     

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

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

    EXHIBIT
      1(g)

    


    [FORM
      OF
      SERIES 2007-G NOTE]

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    6.55%
      Senior Note,
      Series 2007-G, due October 15, 2017

    


    No.
      RG-[  ]                                                                                                                     [Date]

    $[_______]                                                                                                                     PPN:
      29266R L#3

    


    


    FOR
      VALUE RECEIVED,
      the undersigned, ENERGIZER HOLDINGS, INC. (herein called the “Company”), a
      corporation organized and existing under the laws of the State of Missouri,
      promises to pay to [        ], or
      registered assigns, the principal sum of
      $[           ]
      on   October 15, 2017, with interest (computed on the basis of a
      360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
      the rate of 6.55% per annum from the date hereof, payable semiannually, on
      April
      15 and October 15 in each year, commencing with the April 15 or October 15
      next
      succeeding the date hereof until the principal hereof shall have become due
      and
      payable, and (b) to the extent permitted by law on any overdue payment
      (including any overdue prepayment) of principal, any overdue payment of interest
      and any overdue payment of any Make-Whole Amount (as defined in the Note
      Purchase Agreement referred to below), payable semiannually as aforesaid (or,
      at
      the option of the registered holder hereof, on demand), at a rate per annum
      from
      time to time equal to the greater of (i) 8.55% or (ii) 2% over the
      rate of interest publicly announced by Bank of America from time to time in
      Chicago, Illinois as its “base” or “prime” rate.  Under the
      circumstances described in the Note Purchase Agreement, additional interest
      may
      be payable on the unpaid principal amount of this Note.

     

    Payments
      of
      principal of, interest on and any Make-Whole Amount with respect to this Note
      are to be made in lawful money of the United States of America at the principal
      office of Bank of America in Chicago, Illinois or at such other place as the
      Company shall have designated by written notice to the holder of this Note
      as
      provided in the Note Purchase Agreement referred to below.

     

    This
      Note is one of
      a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note
      Purchase Agreement, dated as of October 15, 2007 (as from time to time amended
      and supplemented, the “Note Purchase Agreement”), between the Company and the
      respective Purchasers named therein and is entitled to the benefits
      thereof.  Each holder of this Note will be deemed, by its acceptance
      hereof, (i) to have agreed to the confidentiality provisions set forth in
      Section 20 of the Note Purchase Agreement and (ii) to have made the
      representation set forth in Section 6.2 of the Note Purchase
      Agreement.

     

    This
      Note is a
      registered Note and, as provided in the Note Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder’s attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee.  Prior to due presentment for registration of transfer,
      the Company may treat the person in whose name this Note is registered as the
      owner hereof for the purpose of receiving payment and for all other purposes,
      and the Company will not be affected by any notice to the contrary.

     

    This
      Note is
      subject to optional prepayment, in whole or from time to time in part, at the
      times and on the terms specified in the Note Purchase Agreement but not
      otherwise.

     

    If
      an Event of
      Default, as defined in the Note Purchase Agreement, occurs and is continuing,
      the principal of this Note may be declared or otherwise become due and payable
      in the manner, at the price (including any applicable Make-Whole Amount) and
      with the effect provided in the Note Purchase Agreement.

     

    Payment
      of the
      principal of, and interest and Make-Whole Amount, if any, on this Note, and
      all
      other amounts due under the Note Purchase Agreement, is guaranteed pursuant
      to
      the terms of a Guaranty dated as of October 15, 2007 of certain Subsidiaries
      of
      the Company.

     

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

     

    ENERGIZER
      HOLDINGS,
      INC.

    


    


    By:                                                                      

    Name:                                                                      

    Title:                                                                      

    


    EXHIBIT
      1(h)

    


    [FORM
      OF
      SUBSIDIARY GUARANTY]

     

    


    THIS
      GUARANTY (this
“Guaranty”) dated as of October 15, 2007 is made by the undersigned (each, a
“Guarantor”), in favor of the holders from time to time of the Notes hereinafter
      referred to, including each purchaser named in the Note Purchase Agreement
      hereinafter referred to, and their respective successors and assigns
      (collectively, the “Holders” and each individually, a “Holder”).

     

    W
      I T N E S S E
      T H:

    


    WHEREAS,
      ENERGIZER
      HOLDINGS, INC., a Missouri corporation (the “Company”), and the initial Holders
      have entered into a Note Purchase Agreement dated as
      of    October 15, 2007 (the Note Purchase Agreement as
      amended, supplemented, restated or otherwise modified from time to time in
      accordance with its terms and in effect, the “Note Purchase
      Agreement”);

     

    WHEREAS,
      the Note
      Purchase Agreement provides for the issuance by the Company of $890,000,000
      aggregate principal amount of Notes (as defined in the Note Purchase
      Agreement);

     

    WHEREAS,
      the
      Company owns all of the issued and outstanding capital stock of each Guarantor
      and, by virtue of such ownership and otherwise, each Guarantor will derive
      substantial benefits from the purchase by the Holders of the Company’s
      Notes;

     

    WHEREAS,
      it is a
      condition precedent to the obligation of the Holders to purchase the Notes
      that
      each Guarantor shall have executed and delivered this Guaranty to the Holders;
      and

     

    WHEREAS,
      each
      Guarantor desires to execute and deliver this Guaranty to satisfy the conditions
      described in the preceding paragraph;

     

    NOW,
      THEREFORE, in
      consideration of the premises and other benefits to each Guarantor, and of
      the
      purchase of the Company’s Notes by the Holders, and for other good and valuable
      consideration, the receipt and sufficiency of which are acknowledged, each
      Guarantor makes this Guaranty as follows:

     

    SECTION
      1.  Definitions.  Any
      capitalized terms not otherwise herein defined shall have the meanings
      attributed to them in the Note Purchase Agreement.

     

    SECTION
      2.  Guaranty.  Each
      Guarantor, jointly and severally with each other Guarantor, unconditionally
      and
      irrevocably guarantees to the Holders the due, prompt and complete payment
      by
      the Company of the principal of, Make-Whole Amount, if any, and interest on,
      and
      each other amount due under, the Notes or the Note Purchase Agreement, when
      and
      as the same shall become due and payable (whether at stated maturity or by
      required or optional prepayment or by declaration or otherwise) in accordance
      with the terms of the Notes and the Note Purchase Agreement (the Notes and
      the
      Note Purchase Agreement being sometimes hereinafter collectively referred to
      as
      the “Note Documents” and the amounts payable by the Company under the Note
      Documents, and all other monetary obligations of the Company thereunder
      (including any attorneys’ fees and expenses), being sometimes collectively
      hereinafter referred to as the “Obligations”).  This Guaranty is a
      guaranty of payment and not just of collectibility and is in no way conditioned
      or contingent upon any attempt to collect from the Company or upon any other
      event, contingency or circumstance whatsoever.  If for any reason
      whatsoever the Company shall fail or be unable duly, punctually and fully to
      pay
      such amounts as and when the same shall become due and payable, each Guarantor,
      without demand, presentment, protest or notice of any kind, will forthwith
      pay
      or cause to be paid such amounts to the Holders under the terms of such Note
      Documents, in lawful money of the United States, at the place specified in
      the
      Note Purchase Agreement, or perform or comply with the same or cause the same
      to
      be performed or complied with, together with interest (to the extent provided
      for under such Note Documents) on any amount due and owing from the
      Company.  Each Guarantor, promptly after demand, will pay to the
      Holders the reasonable costs and expenses of collecting such amounts or
      otherwise enforcing this Guaranty, including, without limitation, the reasonable
      fees and expenses of counsel.  Notwithstanding the foregoing, the
      right of recovery against each Guarantor under this Guaranty is limited to
      the
      extent it is judicially determined with respect to any Guarantor that entering
      into this Guaranty would violate Section 548 of the United States Bankruptcy
      Code or any comparable provisions of any state law, in which case such Guarantor
      shall be liable under this Guaranty only for amounts aggregating up to the
      largest amount that would not render such Guarantor’s obligations hereunder
      subject to avoidance under Section 548 of the United States Bankruptcy Code
      or
      any comparable provisions of any state law.

     

    SECTION
      3.  Guarantor’s
      Obligations Unconditional.  The obligations of each Guarantor
      under this Guaranty shall be primary, absolute and unconditional obligations
      of
      each Guarantor, shall not be subject to any counterclaim, set-off, deduction,
      diminution, abatement, recoupment, suspension, deferment, reduction or defense
      based upon any claim each Guarantor or any other person may have against the
      Company or any other person, and to the full extent permitted by applicable
      law
      shall remain in full force and effect without regard to, and shall not be
      released, discharged or in any way affected by, any circumstance or condition
      whatsoever (whether or not each Guarantor or the Company shall have any
      knowledge or notice thereof), including:

     

    (p)  any
      termination,
      amendment or modification of or deletion from or addition or supplement to
      or
      other change in any of the Note Documents or any other instrument or agreement
      applicable to any of the parties to any of the Note Documents;

     

    (q)  any
      furnishing or
      acceptance of any security, or any release of any security, for the Obligations,
      or the failure of any security or the failure of any person to perfect any
      interest in any collateral;

     

    (r)  any
      failure,
      omission or delay on the part of the Company to conform or comply with any
      term
      of any of the Note Documents or any other instrument or agreement referred
      to in
      paragraph (a) above, including, without limitation, failure to give notice
      to
      any Guarantor of the occurrence of a “Default” or an “Event of Default” under
      any Note Document;

     

    (s)  any
      waiver of the
      payment, performance or observance of any of the obligations, conditions,
      covenants or agreements contained in any Note Document, or any other waiver,
      consent, extension, indulgence, compromise, settlement, release or other action
      or inaction under or in respect of any of the Note Documents or any other
      instrument or agreement referred to in paragraph (a) above or any obligation
      or
      liability of the Company, or any exercise or non-exercise of any right, remedy,
      power or privilege under or in respect of any such instrument or agreement
      or
      any such obligation or liability;

     

    (t)  any
      failure,
      omission or delay on the part of any of the Holders to enforce, assert or
      exercise any right, power or remedy conferred on such Holder in this Guaranty,
      or any such failure, omission or delay on the part of such Holder in connection
      with any Note Document, or any other action on the part of such
      Holder;

     

    (u)  any
      voluntary or
      involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment,
      assignment for the benefit of creditors, composition, receivership,
      conservatorship, custodianship, liquidation, marshaling of assets and
      liabilities or similar proceedings with respect to the Company, any Guarantor
      or
      to any other person or any of their respective properties or creditors, or
      any
      action taken by any trustee or receiver or by any court in any such
      proceeding;

     

    (v)  any
      discharge,
      termination, cancellation, frustration, irregularity, invalidity or
      unenforceability, in whole or in part, of any of the Note Documents or any
      other
      agreement or instrument referred to in paragraph (a) above or any term
      hereof;

     

    (w)  any
      merger or
      consolidation of the Company or any Guarantor into or with any other
      corporation, or any sale, lease or transfer of any of the assets of the Company
      or any Guarantor to any other person;

     

    (x)  any
      change in the
      ownership of any shares of capital stock of the Company or any change in the
      corporate relationship between the Company and any Guarantor, or any termination
      of such relationship;

     

    (y)  any
      release or
      discharge, by operation of law, of any Guarantor from the performance or
      observance of any obligation, covenant or agreement contained in this Guaranty;
      or

     

    (z)  any
      other
      occurrence, circumstance, happening or event whatsoever, whether similar or
      dissimilar to the foregoing, whether foreseen or unforeseen, and any other
      circumstance which might otherwise constitute a legal or equitable defense
      or
      discharge of the liabilities of a guarantor or surety or which might otherwise
      limit recourse against any Guarantor.

     

    Notwithstanding
      any
      other provision contained in this Guaranty, each Guarantor’s liability with
      respect to the principal amount of the Notes shall be no greater than the
      liability of the Company with respect thereto.

     

    SECTION
      4.  Full
      Recourse
      Obligations.  The obligations of each Guarantor set forth herein
      constitute the full recourse obligations of such Guarantor enforceable against
      it to the full extent of all its assets and properties.

     

    SECTION
      5.  Waiver.  Each
      Guarantor unconditionally waives, to the extent permitted by applicable law,
      (a) notice of any of the matters referred to in Section 3, (b) notice
      to such Guarantor of the incurrence of any of the Obligations, notice to such
      Guarantor or the Company of any breach or default by such Company with respect
      to any of the Obligations or any other notice that may be required, by statute,
      rule of law or otherwise, to preserve any rights of the Holders against such
      Guarantor, (c) presentment to or demand of payment from the Company or the
      Guarantor with respect to any amount due under any Note Document or protest
      for
      nonpayment or dishonor, (d) any right to the enforcement, assertion or
      exercise by any of the Holders of any right, power, privilege or remedy
      conferred in the Note Purchase Agreement or any other Note Document or
      otherwise, (e) any requirement of diligence on the part of any of the
      Holders, (f) any requirement to exhaust any remedies or to mitigate the
      damages resulting from any default under any Note Document, (g) any notice
      of any sale, transfer or other disposition by any of the Holders of any right,
      title to or interest in the Note Purchase Agreement or in any other Note
      Document and (h) any other circumstance whatsoever which might otherwise
      constitute a legal or equitable discharge, release or defense of a guarantor
      or
      surety or which might otherwise limit recourse against such
      Guarantor.

     

    SECTION
      6.  Subrogation,
      Contribution, Reimbursement or Indemnity.  Until one year and one
      day after all Obligations have been indefeasibly paid in full, each Guarantor
      agrees not to take any action pursuant to any rights which may have arisen
      in
      connection with this Guaranty to be subrogated to any of the rights (whether
      contractual, under the United States Bankruptcy Code, as amended, including
      Section 509 thereof, under common law or otherwise) of any of the Holders
      against the Company or against any collateral security or guaranty or right
      of
      offset held by the Holders for the payment of the Obligations. Until one year
      and one day after all Obligations have been indefeasibly paid in full, each
      Guarantor agrees not to take any action pursuant to any contractual, common
      law,
      statutory or other rights of reimbursement, contribution, exoneration or
      indemnity (or any similar right) from or against the Company which may have
      arisen in connection with this Guaranty.  So long as the Obligations
      remain, if any amount shall be paid by or on behalf of the Company to any
      Guarantor on account of any of the rights waived in this paragraph, such amount
      shall be held by such Guarantor in trust, segregated from other funds of such
      Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
      to the Holders (duly endorsed by such Guarantor to the Holders, if required),
      to
      be applied against the Obligations, whether matured or unmatured, in such order
      as the Holders may determine.  The provisions of this paragraph shall
      survive the term of this Guaranty and the payment in full of the
      Obligations.

     

    SECTION
      7.  Effect
      of
      Bankruptcy Proceedings, etc.  This Guaranty shall continue to be
      effective or be automatically reinstated, as the case may be, if at any time
      payment, in whole or in part, of any of the sums due to any of the Holders
      pursuant to the terms of the Note Purchase Agreement or any other Note Document
      is rescinded or must otherwise be restored or returned by such Holder upon
      the
      insolvency, bankruptcy, dissolution, liquidation or reorganization of the
      Company or any other person, or upon or as a result of the appointment of a
      custodian, receiver, trustee or other officer with similar powers with respect
      to the Company or other person or any substantial part of its property, or
      otherwise, all as though such payment had not been made.  If an event
      permitting the acceleration of the maturity of the principal amount of the
      Notes
      shall at any time have occurred and be continuing, and such acceleration shall
      at such time be prevented by reason of the pendency against the Company or
      any
      other person of a case or proceeding under a bankruptcy or insolvency law,
      each
      Guarantor agrees that, for purposes of this Guaranty and its obligations
      hereunder, the maturity of the principal amount of the Notes and all other
      Obligations shall be deemed to have been accelerated with the same effect as
      if
      any Holder had accelerated the same in accordance with the terms of the Note
      Purchase Agreement or other applicable Note Document, and such Guarantor shall
      forthwith pay such principal amount, Make-Whole Amount, if any, and interest
      thereon and any other amounts guaranteed hereunder without further notice or
      demand.

     

    SECTION
      8.  Term
      of
      Agreement.  This Guaranty and all guaranties, covenants and
      agreements of each Guarantor contained herein shall continue in full force
      and
      effect and shall not be discharged until such time as all of the Obligations
      shall be paid and performed in full and all of the agreements of such Guarantor
      hereunder shall be duly paid and performed in full.

     

    SECTION
      9.  Representations
      and Warranties.  Each Guarantor represents and warrants to each
      Holder that:

     

    (aa)  such
      Guarantor is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of its jurisdiction of organization and has the corporate power and authority
      to
      own and operate its property, to lease the property it operates as lessee and
      to
      conduct the business in which it is currently engaged;

     

    (bb)  such
      Guarantor has
      the corporate power and authority and the legal right to execute and deliver,
      and to perform its obligations under, this Guaranty, and has taken all necessary
      corporate action to authorize its execution, delivery and performance of this
      Guaranty;

     

    (cc)  this
      Guaranty
      constitutes a legal, valid and binding obligation of such Guarantor enforceable
      in accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      the
      enforcement of creditors’ rights generally and by general equitable principles
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law);

     

    (dd)  the
      execution,
      delivery and performance of this Guaranty will not violate any provision of
      any
      requirement of law or material contractual obligation of such Guarantor and
      will
      not result in or require the creation or imposition of any Lien on any of the
      properties, revenues or assets of the Guarantor pursuant to the provisions
      of
      any material contractual obligation of such Guarantor or any requirement of
      law;

     

    (ee)  no
      consent or
      authorization of, filing with, or other act by or in respect of, any arbitrator
      or governmental authority is required in connection with the execution,
      delivery, performance, validity or enforceability of this Guaranty;

     

    (ff)  no
      litigation,
      investigation or proceeding of or before any arbitrator or governmental
      authority is pending or, to the knowledge of such Guarantor, threatened by
      or
      against such Guarantor or any of its properties or revenues (i) with
      respect to this Guaranty or any of the transactions contemplated hereby or
      (ii) which could reasonably be expected to have a material adverse effect
      upon the business, operations or financial condition of such Guarantor and
      its
      Subsidiaries taken as a whole;

     

    (gg)  the
      execution,
      delivery and performance of this Guaranty will not violate any provision of
      any
      order, judgment, writ, award or decree of any court, arbitrator or Governmental
      Authority, domestic or foreign, or of the charter or by-laws of such Guarantor
      or of any securities issued by such Guarantor; and

     

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

     

    SECTION
      10.  Notices.  All
      notices under the terms and provisions hereof shall be in writing, and shall
      be
      delivered or sent by telex or telecopy or mailed by first-class mail, postage
      prepaid, addressed (a) if to the Company or any Holder at the address set
      forth in,  the Note Purchase Agreement or (b) if to a Guarantor,
      in care of the Company at the Company’s address set forth in the Note Purchase
      Agreement, or in each case at such other address as the Company, any Holder
      or
      such Guarantor shall from time to time designate in writing to the other
      parties.  Any notice so addressed shall be deemed to be given when
      actually received.

     

    SECTION
      11.  Survival.  All
      warranties, representations and covenants made by each Guarantor herein or
      in
      any certificate or other instrument delivered by it or on its behalf hereunder
      shall be considered to have been relied upon by the Holders and shall survive
      the execution and delivery of this Guaranty, regardless of any investigation
      made by any of the Holders.  All statements in any such certificate or
      other instrument shall constitute warranties and representations by such
      Guarantor hereunder.

     

    SECTION
      12.  Submission
      to
      Jurisdiction.  Each Guarantor irrevocably submits to the
      jurisdiction of the courts of the State of Illinois and of the courts of the
      United States of America having jurisdiction in the State of Illinois for the
      purpose of any legal action or proceeding in any such court with respect to,
      or
      arising out of, this Guaranty, the Note Purchase Agreement or the Notes, the
      Security Agreements, the Subsidiary Guaranty or the Notes.  Each
      Guarantor consents to process being served in any suit, action or proceeding
      by
      mailing a copy thereof by registered or certified mail, postage prepaid, return
      receipt requested, to the address of such Guarantor specified in or designated
      pursuant to the Note Purchase Agreement.  Each Guarantor agrees that
      such service upon receipt (i) shall be deemed in every respect effective service
      of process upon it in any such suit, action or proceeding and (ii) shall, to
      the
      fullest extent permitted by law, be taken and held to be valid personal service
      upon and personal delivery to such Obligor.

     

    SECTION
      13.  Miscellaneous.  Any
      provision of this Guaranty which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.  To the extent permitted by applicable law, each
      Guarantor hereby waives any provision of law that renders any provisions hereof
      prohibited or unenforceable in any respect.  The terms of this
      Guaranty shall be binding upon, and inure to the benefit of, each Guarantor
      and
      the Holders and their respective successors and assigns.  No term or
      provision of this Guaranty may be changed, waived, discharged or terminated
      orally, but only by an instrument in writing signed by each Guarantor and the
      Holders.  The section and paragraph headings in this Guaranty and the
      table of contents are for convenience of reference only and shall not modify,
      define, expand or limit any of the terms or provisions hereof, and all
      references herein to numbered sections, unless otherwise indicated, are to
      sections in this Guaranty.  This Guaranty shall in all respects be
      governed by, and construed in accordance with, the laws of the State of
      Illinois, including all matters of construction, validity and
      performance.

     

    IN
      WITNESS WHEREOF,
      each Guarantor has caused this Guaranty to be duly executed as of the day and
      year first above written.

     

    EVEREADY
      BATTERY
      COMPANY, INC.

    


    By:                                                                    

    Name:                                                                    

    Title:                                                                    

    


    


    ENERGIZER
      BATTERY

    MANUFACTURING,
      INC.

    


    By:                                                                    

    Name:                                                                    

    Title:                                                                    

    


    


    ENERGIZER
      BATTERY,
      INC.

    


    By:                                                                    

    Name:                                                                    

    Title:                                                                    

    


    


    ENERGIZER
      INTERNATIONAL, INC.

    


    By:                                                                    

    Name:                                                                    

    Title:                                                                    

    


    


    SCHICK
      MANUFACTURING, INC.

    


    By:                                                                    

    Name:                                                                    

    Title:                                                                    

    


    


    PLAYTEX
      PRODUCTS,
      INC.

    PLAYTEX
      MANUFACTURING, INC.

    SUN
      PHARMACEUTICALS
      CORP.

    PERSONAL
      CARE
      GROUP, INC.

    PERSONAL
      CARE
      HOLDINGS, INC.

    TANNING
      RESEARCH
      LABORATORIES, INC.

    TIKI
      HUT HOLDING
      COMPANY, INC.

    


    By:                                                                             

    Name:  William
      C. Fox

    Title:  Vice
      President, Treasurer

    


    


    FORM
      OF
      JOINDER TO SUBSIDIARY GUARANTY

     

    The
      undersigned
      (the “Guarantor”), joins in the Subsidiary Guaranty dated as
      of   October 15, 2007 from the Guarantors named therein in favor
      of the Holders, as defined therein, and agrees to be bound by all of the terms
      thereof and represents and warrants to the Holders that:

     

    (a)           the
      Guarantor is duly organized, validly existing and in good standing under the
      laws of its jurisdiction of organization and has the requisite power and
      authority to own and operate its property, to lease the property it operates
      as
      lessee and to conduct the business in which it is currently
      engaged;

     

    (b)           the
      Guarantor has the requisite power and authority and the legal right to execute
      and deliver this Joinder to Subsidiary Guaranty (“Joinder”) and to perform its
      obligations hereunder and under the Subsidiary Guaranty and has taken all
      necessary action to authorize its execution and delivery of this Joinder and
      its
      performance of the Subsidiary Guaranty;

     

    (c)           the
      Subsidiary Guaranty constitutes a legal, valid and binding obligation of the
      Guarantor enforceable in accordance with its terms, except as enforceability
      may
      be limited by bankruptcy, insolvency, reorganization, moratorium or similar
      laws
      affecting the enforcement of creditors’ rights generally and by general
      equitable principles (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law);

     

    (d)           the
      execution, delivery and performance of this Joinder will not violate any
      provision of any requirement of law or material contractual obligation of the
      Guarantor and will not result in or require the creation or imposition of any
      Lien on any of the properties, revenues or assets of the Guarantor pursuant
      to
      the provisions of any material contractual obligation of such Guarantor or
      any
      requirement of law;

     

    (e)           no
      consent or authorization of, filing with, or other act by or in respect of,
      any
      arbitrator or governmental authority is required in connection with the
      execution, delivery, performance, validity or enforceability of this
      Joinder;

     

    (f)           no
      litigation, investigation or proceeding of or before any arbitrator or
      governmental authority is pending or, to the knowledge of the Guarantor,
      threatened by or against the Guarantor or any of its properties or revenues
      (i) with respect to this Joinder, the Subsidiary Guaranty or any of the
      transactions contemplated hereby or thereby or (ii) that could reasonably
      be expected to have a material adverse effect upon the business, operations
      or
      financial condition of the Guarantor and its subsidiaries taken as a
      whole;

     

    (g)           the
      execution, delivery and performance of this Joinder will not violate any
      provision of any order, judgment, writ, award or decree of any court, arbitrator
      or Governmental Authority, domestic or foreign, or of the charter or by-laws
      of
      the Guarantor or of any securities issued by the Guarantor; and

     

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

     

    Capitalized
      Terms
      used but not defined herein have the meanings ascribed in the Subsidiary
      Guaranty.

     

    IN
      WITNESS WHEREOF,
      the undersigned has caused this Joinder to Subsidiary Guaranty to be duly
      executed as of __________, ____.

     

    


    [Name
      of
      Guarantor]

    


    By:                                                                      

    Name:                                                                      

    Title: