MULTICURRENCY REVOLVING CREDIT FACILITY AGREEMENT

Revolving Credit Agreement

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This Revolving Credit Agreement involves

ENERGIZER HOLDINGS INC | ENERGIZER ASIA INVESTMENTS PTE. LTD. | ENERGIZER SINGAPORE PTE. LTD. | SONCA PRODUCTS LTD. | SCHICK ASIA LIMITED | CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD. | STANDARD CHARTERED BANK | CITICORP INVESTMENT BANK (SINGAPORE) LIMITED

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Title: MULTICURRENCY REVOLVING CREDIT FACILITY AGREEMENT
Date: 8/25/2005
Industry: Electronic Instr. and Controls Sector: Technology

US$325,000,000 (or equivalent)

MULTICURRENCY REVOLVING CREDIT FACILITY AGREEMENT

dated 2005

for

ENERGIZER ASIA INVESTMENTS PTE. LTD.

ENERGIZER SINGAPORE PTE. LTD.

SONCA PRODUCTS LTD.

and

SCHICK ASIA LIMITED

arranged by

CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD.

and

STANDARD CHARTERED BANK

with

CITICORP INVESTMENT BANK (SINGAPORE) LIMITED

acting as Agent

CONTENTS

CLAUSE

SECTION 1

INTERPRETATION

Definitions and interpretation

SECTION 2

THE FACILITy

The Facility

Purpose

Conditions of Utilisation

SECTION 3

UTILISATION

Utilisation

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

Repayment

Prepayment and cancellation

SECTION 5

COSTS OF UTILISATION

Interest

Interest Periods

10.

Changes to the calculation of interest

11.

Fees

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12.

Tax gross up and indemnities

13.

Increased costs

14.

Other indemnities

15.

Mitigation by the Lenders

16.

Costs and expenses

SECTION 7

GUARANTEE

17.

Guarantee and indemnity

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18.

Representations

19.

Information undertakings

20.

Financial covenants

21.

General undertakings

22.

Negative Undertakings

23.

Events of Default

SECTION 9

CHANGES TO PARTIES

24.

Changes to the Lenders

25.

Changes to the Obligors

SECTION 10

THE FINANCE PARTIES

26.

Role of the Agent and the Arranger

27.

Conduct of business by the Finance Parties

28.

Sharing among the Finance Parties

SECTION 11

ADMINISTRATION

29.

Payment mechanics

30.

Set-off

31.

Disclosure of information

32.

Notices

33.

Calculations and certificates

34.

Partial invalidity

35.

Remedies and waivers

36.

Amendments and waivers

37.

Counterparts

SECTION 12

GOVERNING LAW AND ENFORCEMENT

38.

Governing law

39.

Enforcement

THE SCHEDULES

SCHEDULE PAGE

SCHEDULE 1 The Original Lenders

SCHEDULE 2 Conditions precedent

SCHEDULE 3 Utilisation Request

SCHEDULE 4 Form of Transfer Certificate

SCHEDULE 5 Form of Compliance Certificate

SCHEDULE 6 Existing Security, Contingent Obligations and Investments

SCHEDULE 7 Timetables

SCHEDULE 8 Litigation

SCHEDULE 9 Subsidiaries

SCHEDULE 10 Standing Payment Instructions

THIS AGREEMENT is dated 2005 and made between:

(1)

ENERGIZER ASIA INVESTMENTS PTE. LTD. , a company incorporated in Singapore under registration number 200302032C, ENERGIZER SINGAPORE PTE. LTD., a company incorporated in Singapore under registration number 194600106W, SONCA PRODUCTS LTD., a company incorporated in Hong Kong under registration number 167972 and SCHICK ASIA LIMITED , a company incorporated in Hong Kong under registration number 629014 as borrowers (together the " Borrowers " and each a " Borrower ");

(2)	ENERGIZER HOLDINGS, INC., a company incorporated in Missouri with charter number 00474545 as guarantor (the " Guarantor ");

(3)	CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD. and STANDARD CHARTERED BANK (whether acting individually or together the " Arranger ");

(4)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the " Original Lenders "); and

(5)	CITICORP INVESTMENT BANK (SINGAPORE) LIMITED as agent of the other Finance Parties (the " Agent ").

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.	DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

" Acquisition " means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Guarantor or any of its Subsidiaries:

(i)	acquires any business as a going concern or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise; or

(ii)

directly or indirectly acquires (whether in one transaction or as or after the most recent transaction in a series of transactions) at least a majority (in number of votes) of the shares and/or securities of a corporation which have ordinary voting power for the election of directors or similar body (other than securities having such power only by reason of the happening of a contingency which contingency has not occurred) or a majority (by percentage of voting power) of the outstanding equity interests of another person.

" Affiliate " means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of any Holding Company of that person or any other person directly or indirectly controlling, controlled by or under control with such first-mentioned person.

" Agent's Spot Rate of Exchange " means the spot rate of exchange for the purchase of the relevant currency with US Dollars in the Singapore foreign exchange market at or about 11:00 a.m. on a particular day displayed on page "ASAP" of the Reuters screen (or, (i) if more than one such rate is so displayed, the average of such rates; or (ii) if such rate is not so displayed or such page or screen ceases to be available, as determined by the Agent, acting reasonably).

" Agreement Accounting Principles " means generally accepted accounting principles as in effect in the United States from time to time or, in the case of the calculation of financial ratios and other financial tests required by this Agreement, except as provided in Clause 19.3 ( Requirements as to financial statements ), as of the date of this Agreement, in all cases, applied in a manner consistent with that used in preparing the Original Financial Statements.

" Approved Fund " means any person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

" Authorisation " means:

(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; and/or

(b)	in relation to anything which will be fully or partly prohibited by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

" Availability Period " means the period from and including the date of this Agreement to and including the date which is one Month prior to the Termination Date.

" Available Commitment " means, in relation to a Lender and save as otherwise provided in this Agreement, the Lender's Commitment minus:

(a)	the amount of its participation in any and all outstanding Loans that have been made; and

(b)	in relation to any proposed Utilisation, the amount of its participation in any Loans (other than the Loan the subject of such proposed Utilisation) that are due to be made on or before the proposed Utilisation Date,

other than (in relation to any proposed Utilisation) that Lender's participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date. The Available Commitment of a Lender at any time shall be calculated in US$, and in making such calculations any amount (including without limitation the amount of any S$ Loan or any part thereof) that is denominated in S$ shall be converted into US$ at the Agent's Spot Rate of Exchange as at such time.

" Available Facility " means the aggregate for the time being of each Lender's Available Commitment.

" Benefit Plan " means a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in respect of which an Obligor or an ERISA Affiliate is, or within the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

" Board of Governors " means the Board of Governors of the Federal Reserve System of the US (or any successor).

" Break Costs " means the amount (if any) by which:

(a)

the interest which a Lender should have received for the period from the date of receipt or recovery of all or any part of its participation in a Loan or an Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount of that Loan or Unpaid Sum received or recovered been paid on the last day of that Interest Period

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum so received or recovered by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following such receipt or recovery and ending on the last day of that current Interest Period.

" Business Day " means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore and Hong Kong and, in relation to any date for payment or purchase of US Dollars, New York City.

" Capital Stock " means:

(i)	in the case of a corporation, shares or capital stock;

(ii)	in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(iii)

in the case of a partnership, partnership interests (whether general or limited); and

(iv)	any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the person issuing such interest or participation.

" Capitalised Lease " of a person means any lease of an asset by such person as lessee which would be capitalised on a balance sheet of such person prepared in accordance with Agreement Accounting Principles.

" Capitalised Lease Obligations " of a person means the amount of the obligations of such person under Capitalised Leases which would be capitalised on a balance sheet of such person prepared in accordance with Agreement Accounting Principles.

" Cash Equivalents " means:

(a)	marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government;

(b)

domestic and Eurodollar certificates of deposit and time deposits, bankers' acceptances and floating rate certificates of deposit issued by any commercial bank organised under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches (fully protected against currency fluctuations for any such deposits with a term of more than ninety (90) days);

(c)

shares of money market, mutual or similar funds having assets in excess of US$100,000,000 and at least 95% of the investments of which are limited to investment grade securities (being securities rated at least Baa by Moody's Investors Service, Inc. or at least BBB by Standard & Poor's Ratings Group); and

(d)

commercial paper of United States and foreign banks and bank holding companies and their Subsidiaries and United States and foreign finance, commercial industrial or utility companies which, at the time of acquisition by any member of the Group, are rated A-1 (or better) by Standard & Poor's Ratings Group or P-1 (or better) by Moody's Investors Service, Inc.;

provided that the maturities of such Cash Equivalents described in the foregoing paragraphs (a), (b), (c) and (d) shall not exceed 365 days;

(e)

repurchase obligations of any commercial bank organised under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches having a term not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the United States government;

(f)

securities with maturities of one year or less (from the date of acquisition by any member of the Group) issued or fully guaranteed by any state, commonwealth, territory, political subdivision, taxing authority or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least BBB by Standard & Poor's Ratings Group or at least Baa by Moody's Investors Service, Inc.;

(g)

securities with maturities of one year or less (from the date of acquisition by any member of the Group) backed by standby letters of credit issued by any commercial bank organised under the laws of the United States, any state thereof or the District of Columbia (which commercial bank shall have a short-term debt rating of A-1 (or better) by Standard & Poor's Ratings Group or P-1 by Moody's Investors Service, Inc.), or by any foreign bank (which foreign bank shall have a rating of B or better from Thomson BankWatch Global Issuer Rating or, if not rated by Thomson BankWatch Global Issuer Rating, which foreign bank shall be an institution acceptable to the Agent), or its branches; or

(h)	shares of money market mutual or similar funds at least 95% of the assets of which are invested in the types of investments satisfying the requirements of paragraphs (a) to (g) of this definition.

" Change of Control " means an event or series of events by which:

(a)

any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the US Securities Exchange Act of 1934) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of thirty percent (30%) or more of the voting power of the then outstanding Capital Stock of the Guarantor that is entitled to vote generally in the election of the directors of the Guarantor;

(b)	during any period of 12 consecutive calendar months, the board of directors of the Guarantor shall cease to have as a majority of its members individuals who either:

(i)	were directors of the Guarantor on the first day of such period; or

(ii)

were elected or nominated for election to the board of directors of the Guarantor at the recommendation of or other approval by at least majority of the directors of the Guarantor then still in office at the time of such election or nomination who were directors of the Guarantor on the first day of such period, or whose election or nomination for election was so approved; or

(c)

The Guarantor consolidates with or merges into another corporation or conveys, transfers or leases all or substantially all of its property to any person, or any corporation consolidates with or merges into the Guarantor, in either event pursuant to a transaction in which the outstanding Capital Stock of the Guarantor is reclassified or changed into or exchanged for cash, securities or other property.

" Commitment " means:

(a)	in relation to an Original Lender, the amount in US Dollars set opposite its name under the heading "Commitment" in Schedule 1 ( The Original Lenders ) and the amount of any other Commitment transferred to it under this Agreement; or

(b)	in relation to any other Lender, the amount in US Dollars of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

" Companies Act " means the Companies Act (Chapter 50) of the Republic of Singapore.

“ Companies Ordinance ” means the Companies Ordinance (Chapter 32) of the Laws of Hong Kong.

" Compliance Certificate " means a certificate substantially in the form set out in Schedule 5 ( Form of Compliance Certificate ).

" Consolidated Assets " means the total assets of the Guarantor and its Subsidiaries on a consolidated basis.

" Consolidated Domestic Assets " means (without double counting) the total assets of the Guarantor and each of its consolidated Subsidiaries that is incorporated under the laws of any jurisdiction in the United States (other than SPVs).

" Consolidated Net Worth " means, as of any date, all amounts (without double counting) which would be included under shareholders' equity (including capital stock, additional paid-in capital and retained earnings) on the consolidated balance sheet of the Guarantor and its consolidated Subsidiaries determined in accordance with Agreement Accounting Principles.

" Consolidated Total Capitalisation " means, as of any date, the sum of (without double counting) (i) Indebtedness of the Guarantor and its consolidated Subsidiaries and (ii) Consolidated Net Worth, all determined in accordance with Agreement Accounting Principles.

" Contingent Obligation ", as applied to any person, means any Contractual Obligation, contingent or otherwise, of that person with respect to any Indebtedness or other obligation or liability of another person, including, without limitation, any such Indebtedness, obligation or liability of another person directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that first-mentioned person, or in respect of which that first-mentioned person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make payment other than for value received. The amount of any Contingent Obligation of any person in respect of any Indebtedness, obligation or liability of another person shall be equal to the present value of the portion of such Indebtedness, obligation or liability so guaranteed or otherwise supported (in the case of known recurring obligations) and the maximum reasonably anticipated liability in respect of the portion of such Indebtedness, obligation or liability so guaranteed or otherwise supported assuming such first-mentioned person is required to perform thereunder (in all other cases).

" Contractual Obligation ", as applied to any person, means any obligation or liability in respect of any provision of any equity or debt securities issued by that person or any indenture, mortgage, deed of trust, security agreement, pledge agreement, guarantee, contract, undertaking, agreement or instrument, in any case in writing, to which that person is a party or by which it or any of its assets is bound, or to which it or any of its assets is subject. Without in any way limiting the foregoing, as used with respect to any member of the Group, Contractual Obligations shall include, without limitation, the Financing Facilities and any instruments, documents or agreements executed or delivered in connection therewith by which any member of the Group is bound.

" Customary Permitted Liens " means:

(a)

Liens (other than Environmental Security and Liens in favour of the IRS or the PBGC or any Plan) with respect to the payment of Taxes, assessments or governmental charges in all cases which are not yet due or (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced or each such proceeding after being commenced is stayed) which are being contested in good faith by appropriate proceedings properly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained as may be required in accordance with Agreement Accounting Principles;

(b)

statutory Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other similar Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings properly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained as may be required in accordance with Agreement Accounting Principles;

(c)

Liens (other than Environmental Security and Liens in favour of the IRS or the PBGC or any Plan) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of Indebtedness), surety, appeal and performance bonds; provided that (A) all such Liens do not in the aggregate materially detract from the value of each member of the Group's assets taken as a whole or materially impair the use thereof in the operation of each member of the Group's businesses taken as a whole, and (B) all Liens securing bonds to stay judgments or in connection with appeals do not secure at any time an aggregate amount exceeding US$30,000,000 or the equivalent in any other currency or currencies (such aggregate being the aggregate for all members of the Group)

(d)

Liens arising with respect to zoning restrictions, easements, licences, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar charges or encumbrances on the use of real property which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of each member of the Group;

(e)	Liens of attachment or judgment with respect to judgments, writs, warrants of attachment, or similar process against any member of the Group which do not and would not constitute an Event of Default under Clause 23.10 ( Judgments, creditors' process );

(f)	any interest or title of the lessor in the property subject to any operating lease (but not any finance lease or Capitalised Lease) entered into by any member of the Group in the ordinary course of business; and

(g)	Liens of commercial depository institutions arising in the ordinary course of business constituting a statutory or common law right of setoff against amounts on deposit with any such institution.

" Default " means an Event of Default or any event or circumstance specified in Clause 23 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under any Finance Document or any combination of any of the foregoing) be an Event of Default.

" Disqualified Stock " means any preferred stock and any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, whether pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Termination Date.

" DOL " means the United States Department of Labour and any person succeeding to the functions thereof.

" EBIT " has the meaning given hereto in Clause 20 ( Financial covenants ).

" EBITDA " has the meaning given hereto in Clause 20 ( Financial covenants ).

" Energizer Asia " means Energizer Asia Investments Pte. Ltd., a company incorporated in Singapore under registration number 200302032C.

" Energizer Singapore " means Energizer Singapore Pte. Ltd., a company incorporated in Singapore under registration number 194600106W.

" Environment " means living organisms including the ecological systems of which they form part and the following media:

(a)	air (including air within natural or man-made structures, whether above or below ground);

(b)	water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)	land (including land under water).

" Environmental Law " means all laws and regulations of any applicable jurisdiction which:

(a)	have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;

(b)	provide remedies or compensation for harm or damage to the Environment; or

(c)	relate to Hazardous Substances or health and safety matters.

" Environmental Licence " means any Authorisation required at any time under Environmental Law.

" Environmental Security " means a security in favour of any Governmental Agency for (a) any liability under Environmental Law, or (b) damages arising from, or costs incurred by such Governmental Agency in response to, an actual or threatened release, escape, discharge, migration or leaching of a Hazardous Substance into the Environment.

" Equity Interests " means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

" ERISA " means the US Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

" ERISA Affiliate " means each person (as defined in Section 3(9) of ERISA) that is a member of a controlled group of, or under common control with, any Obligor, within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

" ERISA Event " means:

(a)

any reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to any Benefit Plan, excluding however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days after such event occurs;

(b)

the withdrawal of the Guarantor or any ERISA Affiliate from a Benefit Plan during a plan year in which the Guarantor or such ERISA Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of ERISA with respect to such plan;

(c)

the imposition of an obligation under Section 4041 of ERISA to provide affected parties written notice of intent to terminate a Benefit Plan in a distress termination described in Section 4041(c) of ERISA;

(d)

the institution by the PBGC or any foreign Governmental Agency of proceedings to terminate or appoint a trustee to administer a Benefit Plan or Foreign Pension Plan;

(e)

any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan; or

(f)

the partial or complete withdrawal of the Guarantor or any ERISA Affiliate from a Multiemployer Plan.

" Event of Default " means any event or circumstance specified as such in Clause 23 ( Events of Default ).

" Existing Facility " means (i) a term loan facility in US Dollars in an aggregate amount of up to US$125,000,000 and (ii) a revolving loan facility in Singapore Dollars in an aggregate amount of up to S$220,000,000 under a facility agreement entered into between, among others, Energizer Asia as borrower, Citigroup Global Markets Singapore Merchant Bank Ltd and Standard Chartered Bank as co-ordinating arrangers and Citicorp Investment Bank (Singapore) Limited as agent dated 25 July 2003.

" Facility " means the revolving loan facility made or to be made available under this Agreement as described in Clause 2 ( The Facility ).

" Facility Office " means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

" Fee Letter " means any letter or letters dated on or about the date of this Agreement between the Arranger and the Borrowers (or the Agent and the Borrowers) setting out any of the fees referred to in Clause 11 ( Fees ).

" Finance Documents " means this Agreement, any Hedging Document, any Fee Letter, any Transfer Certificate and any other document designated as such by the Agent and the Borrower (each a " Finance Document ").

" Finance Party " means the Agent, the Arranger or a Lender.

" Financial Indebtedness " of any person means any indebtedness, without double counting, for or in respect of:

(a)	moneys borrowed;

(b)	any amount raised under any acceptance credit, bill acceptance or bill endorsement facility;

(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Agreement Accounting Principles, be treated as a finance or capital lease;

(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)	any amount raised under any other transaction (including any forward or deferred sale or purchase agreement) having the commercial effect of a borrowing;

(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h)	shares which are expressed to be redeemable;

(i)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(j)	any Disqualified Stock (and the amount of Financial Indebtedness relating to Disqualified Stock shall be the aggregate amount of the liquidation preference of such Disqualified Stock); and/or

(k)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

" Financing Facilities " means the US Facility, the Receivables Purchase Facility, the Senior Notes and this Agreement.

" Foreign Employee Benefit Plan " means any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of any member of the Group, but which is not covered by ERISA pursuant to Section 4(b)(4) of ERISA.

" Foreign Pension Plan " means any employee pension benefit plan (as defined in Section 3(2) of ERISA) which:

(a)	is maintained or contributed to for the benefit of employees of any member of the Group;

(b)	is not covered by ERISA pursuant to Section 4(b)(4) thereof; and

(c)	under applicable local law, is required to be funded through a trust or other funding vehicle.

" Governmental Agency " means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under any law or regulation).

" Group " means the Guarantor and its Subsidiaries for the time being.

" Hazardous Substance " means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment or a nuisance to any person or that may make the use or ownership of any affected land or property more costly.

" Hedging Arrangements " means any commodity, currency or interest purchase, cap or collar agreement, forward rate agreements, commodity, interest rate or currency future or option contract, foreign exchange or currency purchase or sale agreement, interest rate swap, currency swap or combined interest rate and currency swap agreement and any other similar agreement.

" Hedging Bank " means, at any time, a Lender or an Affiliate of a Lender party to any Hedging Document at that time.

" Hedging Documents " means any Hedging Arrangements entered into by a Borrower in order to hedge such Borrower's exposure to fluctuations in interest and/or exchange rates arising in connection with Loans borrowed by it under this Agreement.

" Holding Company " means, in relation to a company, corporation or entity, any other company, corporation or entity in respect of which it is a Subsidiary.

" Increased Costs " has the meaning given to it in Clause 13.1 ( Increased Costs ).

" Indebtedness " of any person means, without duplication, such person's:

(a)	obligations for borrowed money;

(b)

obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such person's business payable on terms customary in the trade), which purchase price is due more than six months from the date of incurrence of the obligation in respect thereof;

(c)	obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from assets now or hereafter owned or acquired by such person;

(d)	obligations which are evidenced by notes, acceptances or other instruments;

(e)	Capitalised Lease Obligations;

(f)	Contingent Obligations in respect of Indebtedness;

(g)	obligations with respect to letters of credit;

(h)	Off-Balance Sheet Liabilities;

(i)	Receivables Facility Attributed Indebtedness; and/or

(j)	Disqualified Stock (and the amount of Indebtedness relating to Disqualified Stock shall be the aggregate amount of the liquidation preference of such Disqualified Stock).

The amount of Indebtedness of any person at any date shall be without duplication:

(i)	the outstanding balance at such date of all unconditional and/or contingent obligations as described above and the maximum liability of any Contingent Obligations in respect of any of the above at such date; and

(ii)

in the case of Indebtedness of any other person secured by a Lien to which the property or assets owned or held by such first-mentioned person is subject, the lesser of (1) the aggregate fair market value at such date of the assets subject to such Lien securing the Indebtedness of any other person and (2) the amount of the Indebtedness so secured.

" Indirect Tax " means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature.

" Information Memorandum " means the document dated 11 July 2005 (and any update thereof) in the form approved by the Guarantor and each of the Borrowers concerning the Group and the Borrowers which, at the Borrowers' request and on their behalf, was prepared in relation to this transaction and distributed by the Arranger to selected financial institutions before the date of this Agreement.

" Internal Revenue Code " means the United States Internal Revenue Code of 1986, as amended and the regulations promulgated and any rulings issued thereunder.

" Interest Expense " has the meaning given to it in Clause 20 ( Financial covenants ).

" Interest Expense Coverage Ratio " has the meaning given to it in Clause 20 ( Financial covenants ).

" Interest Period " means:

(a)	in relation to a Loan, any period determined in accordance with Clause 9 ( Interest Periods ); and/or

(b)	in relation to an Unpaid Sum, any period determined in accordance with Clause 8.3 ( Default interest ).

" Inventory " shall mean any and all goods, including, without limitation, goods in transit, wheresoever located, whether now owned or hereafter acquired by the Guarantor or any of its Subsidiaries, which are held for sale or lease, furnished under any contract of service or held as raw materials, work in process or supplies, and all materials used or consumed in the business of the Guarantor or any of its Subsidiaries, and shall include, without limitation, all right, title and interest of the Guarantor or any of its Subsidiaries in any property the sale or other disposition of which has given rise to Receivables and which has been returned to or repossessed or stopped in transit by the Guarantor or any of its Subsidiaries.

" Investment " means, with respect to any person:

(a)	any purchase or other acquisition by that person of any Indebtedness, Equity Interests or other securities, or of a beneficial interest in any Indebtedness, Equity Interests or other securities, issued by any other person;

(b)	any purchase by that person of all or substantially all of the assets of a business conducted by another person; and

(c)

any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses made, or accounts receivable obtained, or advances to employees and similar items made or incurred, in each case in the ordinary course of trading) or capital contribution by that person to any other person, including all Indebtedness to such person arising from a sale of property by such person other than in the ordinary course of its trading.

" IRS " means the United States Internal Revenue Service and any person succeeding to the functions thereof.

" Judicial Manager " means any judicial manager appointed pursuant to the provisions of the Companies Act.

" Lender " means:

(a)	any Original Lender; or

(b)	any person who has become a Lender in accordance with Clause 24 ( Changes to the Lenders ),

and in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

" Leverage Ratio " has the meaning given to it in Clause 20 ( Financial covenants ).

" Lien " means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalised Lease or other title retention agreement).

" Loan " means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

" Majority Lenders " means a Lender or Lenders the sum of whose Available Commitments and participations in the Loans then outstanding aggregate more than 50% of the sum of the Available Facility and all the Loans then outstanding (or, if the Available Facility is zero and no Loan is outstanding, a Lender or Lenders the sum of whose Commitments aggregate more than 50% of the Total Commitments (or, if the Total Commitments are then zero, aggregated more than 50% of the Total Commitments immediately prior to reduction of the Total Commitments to zero)). For the purposes of this definition, any participation in any S$ Loan shall be converted to US Dollars at the Agent's Spot Rate of Exchange at the time determination under this definition is made.

" Margin " means 0.55 per cent. per annum.

" Margin Stock " means margin stock or margin security within the meaning of Regulation T, U or X.

" Market Disruption Event " has the meaning given to it in Clause 10.2 ( Market disruption ).

" Material Adverse Effect " means a material adverse effect on or material adverse change in:

(a)	the consolidated condition (financial or otherwise), assets, operations, prospects or business of the Obligors taken as a whole;

(b)	the ability of the Obligors (taken as a whole) to perform and comply with any of the obligations under any Finance Document, in any material respect; or

(c)	the ability of any Finance Party to enforce, in any material respect, any Finance Document or its rights or remedies under any Finance Document.

" Material Domestic Subsidiary " means any consolidated Subsidiary (other than any SPV) of the Guarantor:

(a)	incorporated under the laws of any jurisdiction in the United States; and

(b)

the total assets of which exceed, as at the end of any calendar quarter or, in the case of consummation of a Permitted Acquisition, at the time of consummation of such Permitted Acquisition (calculated by the Guarantor on a pro forma basis in accordance with the Agreement Accounting Principles taking into account the consummation of such Permitted Acquisition), three per cent. of the Consolidated Domestic Assets of the Guarantor and its consolidated Subsidiaries (other than SPVs).

" Material Foreign Subsidiary " means any consolidated Subsidiary (other than any SPV and the Borrowers) of the Guarantor:

(a)	incorporated or organised under the laws of any jurisdiction outside the United States; and

(b)

the total assets of which exceed, as at the end of any calendar quarter or, in the case of consummation of a Permitted Acquisition, at the time of consummation of such Permitted Acquisition (calculated by the Guarantor on a pro forma basis in accordance with the Agreement Accounting Principles taking into account the consummation of such Permitted Acquisition), five per cent. of the Consolidated Assets of the Guarantor and its consolidated Subsidiaries (excluding those attributable to SPVs and the Borrowers).

" Material Subsidiaries " means each of the Guarantor's Material Domestic Subsidiaries and Material Foreign Subsidiaries.

" Month " means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph (c) below) if the numerically corresponding day in that next calendar month (in which such period is to end) is not a Business Day, that period shall end on the next Business Day in that calendar month if there is one, or if there is not, on the immediately preceding Business Day in that next calendar month;

(b)	if there is no numerically corresponding day in that next calendar month in which that period is to end, that period shall end on the last Business Day in that next calendar month; and

(c)

if any Interest Period begins on the last Business Day of a calendar month and, consistent with the terms of this Agreement, that Interest Period is to be of a duration equal to a whole number of Months, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

" Multiemployer Plan " means, at any time, a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) then or at any time during the previous six years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliate.

" Net Income " has the meaning given hereto in Clause 20 ( Financial covenants ).

" Non-ERISA Commitments " means:

(a)

each pension, medical, dental, life, accident insurance, disability, group insurance, sick leave, profit sharing, deferred compensation, bonus, stock option, stock purchase, retirement, savings, severance, stock ownership, performance, incentive, hospitalisation or other insurance, or other welfare, benefit or fringe benefit plan, policy, trust, understanding or arrangement of any kind; and

(b)

each employee collective bargaining agreement and each agreement, understanding or arrangement of any kind, with or for the benefit of any present or prior officer, director, employee or consultant (including, without limitation, each employment, compensation, deferred compensation, severance or consulting agreement or arrangement and any agreement or arrangement associated with a change in ownership of any member of the Group),

to which an Obligor or an ERISA Affiliate is a party or with respect to which an Obligor or an ERISA Affiliate is or will be required to make any payment other than any Plans.

" Obligors " means the Borrowers and the Guarantor (each an " Obligor ").

" Off-Balance Sheet Liabilities " of a person means, without duplication:

(a)

any Receivables Facility Attributed Indebtedness and/or repurchase obligation or liability of such person or any of its Subsidiaries with respect to Receivables or notes receivable sold or disposed of by such person or any of its Affiliates (calculated to include the unrecovered investment of purchasers or transferees of Receivables or notes receivable or any other obligation of the Guarantor or the person making such sale or disposal to purchasers/transferees of interests in Receivables or notes receivables or the agent for such purchasers/transferees);

(b)	any liability under any sale and leaseback transactions which do not create a liability on the consolidated balance sheet of such person;

(c)	any liability under any financing lease or so-called "synthetic" lease transaction; or

(d)	any obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such person and its Subsidiaries.

" Original Financial Statements " means:

(a)	in relation to the Guarantor, the audited consolidated financial statements of the Group for the financial year ended 30 September 2004;

(b)	in relation to each of Energizer Asia and Energizer Singapore, its audited unconsolidated financial statements for its financial year ended 31 December 2004, as delivered to the Lenders together with the Information Memorandum; and

(c)	in relation to each of Sonca Products and Schick Asia, its audited unconsolidated financial statements for its financial year ended 30 September 2004, as delivered to the Lenders together with the Information Memorandum.

" Originators " means the Guarantor and/or any of its Subsidiaries in their respective capacities as parties to any Receivables Purchase Documents, as sellers or transferors of any Receivables and Related Security in connection with a Permitted Receivables Transfer.

" Party " means a party to this Agreement.

" PBGC " means the Pension Benefit Guaranty Corporation of the USA established pursuant to Section 4002 of ERISA or any entity succeeding to all or any of its functions under ERISA.

" Permitted Acquisition " has the meaning given hereto in Clause 22.4 ( Acquisitions and Investments ).

" Permitted Hedging Arrangements " means any foreign exchange or interest rate swap transactions for spot or forward delivery entered into in the ordinary course of business (and not for investment for speculative purposes) entered into by any member of the Group to hedge its or its Subsidiaries' reasonably estimated currency or interest rate exposures.

" Permitted Receivables Transfer " means:

(a)	a sale or other transfer by a member of the Group in its capacity as a party to a Receivables Purchase Document to an SPV of Receivables and Related Security for fair market value and without recourse (except for limited recourse typical of such structured finance transactions); and/or

(b)

a sale or other transfer by an SPV to (i) purchasers of or other investors in such Receivables and Related Security so sold or transferred to such SPV under (a) above or (ii) any other person (including an SPV) in a transaction in which purchasers or other investors purchase or are otherwise transferred such Receivables and Related Security (so sold or transferred to such SPV under (a) above), in each case pursuant to and in accordance with the terms of the Receivables Purchase Documents.

" Plan " means an employee benefit plan defined in Section 3(3) of ERISA in respect of which the Guarantor or any member of the Group is, or within the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

" Quotation Day " means, in relation to any period for which an interest rate is to be determined, two Singapore Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations for that currency and period would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

" Receivable(s) " means and includes all of the Guarantor and its Subsidiaries' presently existing and hereafter arising or acquired accounts, accounts receivable, and all present and future rights of the Guarantor and its Subsidiaries to payment for goods sold or leased or for services rendered (except those evidenced by instruments or chattel paper), whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security and guarantees with respect to each of the foregoing, including, without limitation, any right of stoppage in transit.

" Receivables and Related Security " means Receivables and the related security and collections with respect thereto which are or are to be sold or transferred by any member of the Group to any SPV.

" Receivables Facility Attributed Indebtedness " means the amount of obligations outstanding under a receivables purchase facility or similar arrangement on any date of determination that would be characterised as principal if such facility or arrangement were structured as a secured lending transaction rather than as a purchase or similar arrangement.

" Receivables Facility Financing Costs " means such portion of the cash fees, service charges, and other costs, as well as all collections or other amounts retained by purchasers of receivables pursuant to a receivables purchase facility or similar arrangement, which are in excess of amounts paid to the Guarantor and its consolidated Subsidiaries (other than SPVs) under any receivables purchase facility or similar arrangement for the purchase of receivables pursuant to such facility or arrangement and are the equivalent of the interest component of the financing if such facility or arrangement were characterised as an on-balance sheet financing transaction.

" Receivables Purchase Documents " means (i) the 2000 Receivables Sale Agreement and (ii) the 2000 Receivables Purchase Agreement, or any other series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which a member of the Group sells or transfers to SPVs all of their respective right, title and interest in and to certain Receivables and Related Security for further sale or transfer to other purchasers of or investors in such Receivables and Related Security (in any such case, together with the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

" Receivables Purchase Facility " means the securitisation facility made available to the Guarantor, pursuant to which the Receivables and Related Security of members of the Group are transferred to one or more SPVs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

" Reference Banks " means the principal Singapore offices of Citibank, N.A. and Standard Chartered Bank or such other banks as may be appointed by the Agent in consultation with the Borrower.

" Regulation T ", " Regulation U " or " Regulation X " means Regulation T, U or, as the case may be, X of the Board of Governors as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Relevant Borrower " means Energizer Singapore, or any other Borrower as may be notified to the Agent by all the Borrowers jointly from time to time.

" Relevant Interbank Market " means the Singapore interbank market.

" Repeating Representations " means each of the representations set out in Clause 18 ( Representations ).

" Rollover Loan " means one or more Loans:

(a)	that are made or to be made to a Borrower on the same day that one or more maturing Loans owing by such Borrower is or are due to be repaid;

(b)	the aggregate amount of which is equal to or less than such maturing Loan(s); and

(c)	that are made or to be made to the same Borrower for the purpose of refinancing such maturing Loan(s).

" Schick Asia " means Schick Asia Limited, a company incorporated in Hong Kong under registration number 629014.

" Screen Rate " means:

(a)	in relation to SIBOR, the SIBOR rate for US Dollars for the relevant period; and

(b)	in relation to SOR, the swap offer rate for Singapore Dollars for the relevant period,

displayed on page 50157 of the Moneyline Telerate screen under the caption "Association of Banks in Singapore SIBOR and Swap Offer Rate fixing at 11 am Singapore time". If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrowers and the Lenders.

" Security " means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

" Senior Management Team " means (a) any of the president, any vice president (including any executive vice president), the chief financial officer, the treasurer, the chief executive officer, secretary or any other member of management of an Obligor and (b) any chief executive officer, president, vice president, chief financial officer, treasurer, secretary or any other member of management of any Material Domestic Subsidiary.

" Senior Note Purchase Agreements " means, collectively, the 2003 Note Purchase Agreement and the 2004 Note Purchase Agreement.

" Senior Notes " means, collectively, the 2003 Senior Notes and the 2004 Senior Notes.

" SIBOR " means, in relation to any US$ Loan and any Interest Period relating thereto:

(a)	the applicable Screen Rate; or

(b)	(if no Screen Rate is available for that Interest Period of that US$ Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market,

as of the Specified Time on the Quotation Day for the offering of deposits in US Dollars for a period comparable to that Interest Period for that US$ Loan.

" Singapore " means The Republic of Singapore.

" Singapore Business Day " means a day (other than Saturday or Sunday) on which deposits may be dealt in on the Relevant Interbank Market and banks are open for general business in Singapore.

" Singapore Dollars " or " S$ " means the lawful currency of Singapore.

" S$ Loan " means a Loan that is denominated in Singapore Dollars.

" Sonca Products " means Sonca Products Ltd, a company incorporated in Hong Kong under registration number 167972.

" SOR " means, in relation to any S$ Loan and any Interest Period relating thereto:

(a)	the applicable Screen Rate as of the Specified Time on the Quotation Day for the offering of deposits in Singapore Dollars for a period comparable to that Interest Period for that S$ Loan; or

(b)

(if no Screen Rate is available for Singapore Dollars for that Interest Period of that S$ Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market, to be, in relation to that Interest Period for that S$ Loan, equal to Y (rounded upwards to four decimal places) calculated by each Reference Bank in accordance with the following formula:

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