Exhibit 4.2


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of March 29, 2006


 


to


 


INDENTURE


 


Dated as of July 11, 2003


 


Among


 


MERISANT COMPANY


 


as Issuer,


 


MERISANT US, INC.,


 


MERISANT FOREIGN HOLDINGS I, INC.,


 


as Guarantors,


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


(as successor to Wells Fargo Bank Minnesota,
National Association)


as Trustee


 

















 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL
INDENTURE, dated as of March 29, 2006 (this “Supplemental Indenture”),
among MERISANT COMPANY, a Delaware corporation (the “Company”), MERISANT
US, INC., a Delaware corporation and wholly owned subsidiary of the Company (“Merisant
US”), MERISANT FOREIGN HOLDINGS I, INC., a Delaware corporation and wholly
owned subsidiary of the Company (“Merisant Foreign Holdings,” and
together with Merisant US, the “Guarantors”), WHOLE EARTH SWEETENER
COMPANY LLC, a Delaware limited liability company and wholly owned subsidiary
of the Company (the “Additional Guarantor”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as successor to Wells Fargo Bank Minnesota, National
Association, as Trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company, the
Guarantors and the Trustee have heretofore executed and delivered an Indenture,
dated as of July 11, 2003 (the “Indenture”), with respect to the 91⁄2%
Senior Subordinated Notes due 2013 (the “Notes”) of the Company;


 


WHEREAS, the Additional
Guarantor is, simultaneously herewith, entering into a Guarantee with respect
to certain Indebtedness of the Company;


 


WHEREAS, pursuant to
Section 4.12 of the Indenture, the Company shall cause each Domestic Subsidiary
that Guarantees any Indebtedness of the Company to, at the same time, execute
and deliver to the Trustee a supplemental indenture pursuant to which such
subsidiary will Guarantee payment of the Notes on the same terms and conditions
as those set forth in the Indenture; and


 


WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver
this Supplemental Indenture without the consent of any Holders of the Notes.


 


NOW, THEREFORE, in
consideration of the foregoing and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each party agrees as follows
for the benefit of the other parties and for the equal and ratable benefit of the
Holders of the Notes.


 


1.             Capitalized
Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.


 


2.             Additional
Guarantor. Pursuant to Section 4.12 of the Indenture, the Additional
Guarantor hereby unconditionally and irrevocably guarantees to each Holder and
to the Trustee and its successors and assigns the full and punctual payment of
principal of and interest on the Notes when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other Guaranteed Obligations
of the Company under the Indenture and the Notes on the terms and subject to
the conditions set forth in the Indenture and agrees to be bound as a Guarantor
under the Indenture.


 

















 


3.             Effectiveness.
This Supplemental Indenture shall take effect as of the date hereof.


 


4.             Indenture
Ratified. Except as herein expressly provided, the Indenture is in all
respects ratified and confirmed by the Company and the Trustee and all the
terms, provisions and conditions thereof are and will remain in full force and
effect.


 


5.             Execution
by the Trustee. The Trustee shall not be responsible in any manner
whatsoever for, or in respect of the validity, legality, or sufficiency of this
Supplemental Indenture, or for, or in respect of, the recitals contained
herein, all of which recitals are made solely by the Company and the
Guarantors.


 


6.             Severability.
In case any one or more of the provisions in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
shall not in any way be affected or impaired thereby, it being intended that
all of the provisions hereof shall be enforceable to the full extent permitted
by law.


 


7.             Governing
Law. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


8.             Multiple
Originals. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this
Supplemental Indenture.


 


9.             Headings.
The headings of the Sections of this Supplemental Indenture have been inserted
for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.


 


[Signature page follows]


 


3

















 


IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed as of the date first written above.


 


	
   

  	
  MERISANT COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Anthony J. Nocchiero

  	
   

  
	
   

  	
  Name:

  	
  Anthony
  J. Nocchiero

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President, CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERISANT US, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Anthony J. Nocchiero

  	
   

  
	
   

  	
  Name:

  	
  Anthony
  J. Nocchiero

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President, CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERISANT FOREIGN HOLDINGS I, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Anthony J. Nocchiero

  	
   

  
	
   

  	
  Name:

  	
  Anthony
  J. Nocchiero

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President, CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WHOLE EARTH SWEETENER COMPANY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Anthony J. Nocchiero

  	
   

  
	
   

  	
  Name:

  	
  Anthony
  J. Nocchiero

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President, CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lynn M. Steiner

  	
   

  
	
   

  	
  Name:

  	
  Lynn
  M. Steiner

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President