WITH, THE LAWS OF THE STATE OF ILLINOIS.
10. Assignee hereby covenants and agrees that, prior to the date which is one
year and one day after the payment in full of all senior indebtedness for
borrowed money of any Conduit, it will not institute against, or join
VII-2
any other Person in instituting against,such Conduit any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to
be executed by their respective duly authorized officers as of the date hereof.
[ASSIGNOR]
By:
Name:
Title:
[ASSIGNEE]
By:
Name:
Title:
VII-3
SCHEDULE I TO ASSIGNMENT AGREEMENT
LIST OF LENDING OFFICES, ADDRESSES
FOR NOTICES AND COMMITMENT AMOUNTS
Date: _______________, ____
Transferred Percentage:
________%
A-1
A-2
B-1
B-2
Assignor
Commitment
(prior to giving effect to the Assignment Agreement)
Commitment
(after giving effect to the Assignment Agreement)
Outstanding
Capital
(if any)
Ratable Share of Outstanding Capital
A-2
B-1
B-2
Assignee
Commitment
(after giving effect to the Assignment Agreement)
Outstanding
Capital
(if any)
Ratable Share of Outstanding Capital
Address for Notices
____________________
____________________
Attention:
Phone:
Fax:
VII-4
SCHEDULE II TO ASSIGNMENT AGREEMENT
EFFECTIVE NOTICE
TO:________________________, Assignor
________________________
________________________
________________________
TO:________________________, Assignor
________________________
________________________
________________________
The undersigned, as Agent under the Receivables Purchase Agreement, dated as of
April 4, 2000, by and among Energizer Receivables Funding Corporation, a
Delaware corporation, Energizer Battery, Inc., as Servicer, Falcon Asset
Securitization Corporation, JPMorgan Chase Bank, N.A. (successor by merger to
Bank One, NA (Main Office Chicago)), as Agent, and the Financial Institutions
party thereto, hereby acknowledges receipt of executed counterparts of a
completed Assignment Agreement dated as of ____________, ____ between
__________________, as Assignor, and __________________, as Assignee. Terms
defined in such Assignment Agreement are used herein as therein defined.
1.
Pursuant to such Assignment Agreement, you are advised that the
Effective Date will be ______________, ____.
2.
The Conduit(s) in the related Conduit Group hereby consents to the
Assignment Agreement as required by Section 12.1(b) of the Receivables Purchase
Agreement.
[3.
Pursuant to such Assignment Agreement, the Assignee is required to pay
$____________ to Assignor at or before 12:00 noon (local time of Assignor) on
the Effective Date in immediately available funds.]
Very truly yours,
JPMORGAN CHASE BANK, N.A.,
individually and as Agent
By:__________________________
Title:_______________________
FALCON ASSET SECURITIZATION CORPORATION
[NAMES(S) OF RELEVANT CONDUIT(S)]
By: ____________________________
Authorized Signatory
VII-5
EXHIBIT VIII
CREDIT AND COLLECTION POLICY
See Exhibit V to Receivables Sale Agreement
VIII-1
EXHIBIT IX
FORM OF CONTRACT(S)
See Attached
IX-1
EXHIBIT X
FORM OF MONTHLY REPORT
See Attached
X-1
EXHIBIT XI
FORM OF PERFORMANCE UNDERTAKING
This Performance Undertaking (this "Undertaking"), dated as of April 4, 2000, is
executed by ENERGIZER HOLDINGS, INC., a Missouri corporation (the "Provider") in
favor of ENERGIZER RECEIVABLES FUNDING CORPORATION, a Delaware corporation
(together with its successors and assigns, "Recipient").
RECITALS
1.
Energizer Battery, Inc., a Delaware corporation (together with any