Exhibit 10.5


 


LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT
AGREEMENT


 


This
LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is dated
as of March 29, 2006, among Merisant Company, a Delaware corporation (the “Borrower”), Merisant
Worldwide, Inc., a Delaware corporation, formerly known as Tabletop Holdings,
Inc. (“Holdings”),
each of the Requisite Lenders listed on the signature page hereto and Credit
Suisse, Cayman Islands Branch (formerly Credit Suisse First Boston), as agent
for the Lenders and Issuers (in such capacity, the “Administrative Agent”).


 


RECITALS


 


A.                                   The Borrower, Holdings, the Lenders, the
Issuers, the Administrative Agent, Credit Suisse, Cayman Islands Branch
(formerly Credit Suisse First Boston), as sole arranger and book manager,
Wachovia Bank, National Association, as syndication agent, and JPMorgan Chase
Bank, National Association (successor by merger to Bank One, NA) and Fortis
Capital Corp., as co-documentation agents are parties to that certain Credit
Agreement, dated as of July 11, 2003, as amended by that certain First
Amendment to Credit Agreement, dated as of July 2, 2004, by that certain
Second Amendment to Credit Agreement, dated as of October 20, 2004, and as
amended by that certain Third Amendment to Credit Agreement, dated as of
March 11, 2005 (as further amended or otherwise modified, the “Credit Agreement”).


 


B.                                     The Borrower and Holdings have requested a
limited waiver from Requisite Lenders as a result of failure to comply with
certain provisions of the Credit Agreement, specifically causing Events of
Default under Sections 7.1(a),
(b), (c), and (d), but, solely to
the extent such Events of Default were caused by Borrower’s failure to apply
payments on the SwissCo Intercompany Note to the Loans in accordance with Section 2.9(a)(ii).
The Borrower and Holdings have also requested a limited waiver from the
Requisite Lenders with respect to compliance with certain financial covenants
as set forth herein.


 


C.                                     Additionally, Borrower has requested a waiver
of its obligation to pay default interest pursuant to Section 2.10(c).


 


D.                                    The Borrower and Holdings have requested and
agreed to modifications of certain provisions and covenants and the Requisite
Lenders have agreed to such revisions subject to the terms and conditions set
forth below.


 


E.                                      The Borrower, Holdings, and the Requisite
Lenders have agreed to enter into this Amendment in accordance with Section 9.1(a)
of the Credit Agreement to amend and modify the Credit Agreement, among other
things, to reflect the changes described above.


 


NOW,
THEREFORE, in consideration of the premises and the respective representations,
warranties, covenants and agreements set forth in this Amendment, and intending
to be legally bound, the parties hereto agree as follows:


 

















 


ARTICLE 1


DEFINITIONS


 


1.1.                            Defined Terms.


 


(a)                                  Capitalized terms
that are defined in this Amendment shall have the meanings ascribed in this
Amendment to such terms. All other capitalized terms shall have the meanings
ascribed to such terms in the Credit Agreement, as amended by this Amendment.
Unless the context of this Amendment clearly requires otherwise, references to
the plural include the singular; references to the singular include the plural;
the words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation”; and the term “or” has, except where otherwise
indicated, the inclusive meaning represented by the phrase “and/or”. The
principles of interpretation set forth in Section 1.4 of the Credit
Agreement shall apply to the provisions of this Amendment.


 


(b)                                 Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference contained
in the Credit Agreement, each reference to “this Agreement”, “the Credit
Agreement” and each other similar reference contained in the Credit Agreement
and each reference contained in this Amendment to the “Credit Agreement” shall
on and after the Amendment Effective Date refer to the Credit Agreement as
amended by this Amendment. Any notices, requests, certificates and other
instruments executed and delivered on or after the Amendment Effective Date may
refer to the Credit Agreement without making specific reference to this
Amendment but nevertheless all such references shall mean the Credit Agreement
as amended by this Amendment unless the context otherwise requires. This
Amendment constitutes a “Loan Document” as defined in the
Credit Agreement.


 


ARTICLE 2


LIMITED WAIVER


 


2.1.                            Waiver of Certain Events of
Default. Subject to the
terms and conditions set forth herein, and in reliance on the representations
and warranties of Borrower and Holdings, and each of their Subsidiaries, the
Lenders waive each of the Events of Default set forth below to the extent such
Event of Default was caused by the failure of the Borrower from time to time
prior to the date hereof to apply payments on the SwissCo Intercompany Note to
the Loans pursuant to Section 2.9(a)(ii):


 


(a)                                  each Event
of Default under Section 7.1(a), resulting from the Borrower’s
failure to make the required mandatory payments of the Loans pursuant to Section 2.9(a)(ii);


 


(b)                                 each Event
of Default under Section 7.1(b), resulting from the Borrower’s
breach of the representation and warranty that there is no Default or Event of
Default, such representation and warranty having been made each time that a
Loan was requested, each time Loan proceeds were received, each time a
continuation and conversion was requested, and at the time of delivery of each
Compliance Certificate;


 


2

















 


(c)                                  each Event
of Default under Section 7.1(c), resulting from the Borrower’s
failure to comply with Section 5.7(i), which requires Borrower to
promptly provide notice of any Event of Default to Administrative Agent and
each Lender; and


 


(d)                                 each Event
of Default under Section 7.1(d), resulting from the Borrower’s
failure to notify the Administrative Agent in writing (as required pursuant to Section 2.9(h)) of the
amount of mandatory prepayments made pursuant to Section 2.9(a)(ii) and the
reason therefor.


 


2.2.                            Waiver of Compliance with
Financial Covenants. Subject to the terms and
conditions set forth herein, and in reliance on the representations and
warranties of Borrower and Holdings, and each of their Subsidiaries, the
Lenders waive compliance as of December 31,
2005 with the financial covenants set forth in Section 6.1 of the
Credit Agreement (as in effect prior to giving effect to the waiver herein
described), provided, that as of December 31, 2005, the Borrower was in
compliance with the financial covenants set forth in Section
3.1(n) hereof.


 


2.3.                            Waiver of Default Interest. Subject to
the terms and conditions set forth herein, and in reliance on the
representations and warranties of the Borrower and Holdings, and each of their
Subsidiaries, the Lenders waive the Borrower’s obligation to pay default
interest pursuant to Section 2.10(c) on those portions of the Term
Loans that were required to be repaid with proceeds of mandatory prepayments
(as set forth above), but which were not repaid.


 


ARTICLE 3


AMENDMENTS


 


3.1.                            Amendments.


 


(a)                                  Section 1.1 of the Credit Agreement is
hereby amended by adding the following definitions in the proper alphabetical
order:


 


“Consolidated
First Lien Leverage Ratio” means, as at the last day of any Fiscal
Quarter, the ratio of (a) Consolidated Total First Lien Debt on such day to (b)
Consolidated EBITDA for the four consecutive Fiscal Quarters ending on such
day.


 


“Consolidated
Total First Lien Debt” means, at any date, the aggregate principal
amount of all outstanding Tranche A (Euro) Term Loans, plus the aggregate principal amount of all
outstanding Tranche B Term Loans, plus
the aggregate Revolving Credit Commitments (whether used or unused).


 


“One-Time
Consolidated First Lien Leverage Ratio”
means, for any day, the ratio of (a) One-Time Consolidated Total First Lien
Debt on such day to (b) Consolidated EBITDA for the four consecutive Fiscal
Quarters ended on or immediately prior to such day.


 


“One-Time
Consolidated Total First Lien Debt” means, at any date, the
aggregate principal amount of all outstanding Tranche A (Euro) Term Loans, plus the aggregate principal amount of all
outstanding Tranche B Term Loans, plus
the actual Revolving Credit Outstandings.


 


3

















 


“Mandatory
Prepayment Amount” means such amount of additional capital, the Net
Cash Proceeds of which shall be not less than an amount sufficient to result in
a One-Time Consolidated First Lien Leverage Ratio of less than or equal to
3.0x.


 


“Permitted Junior
Lien Indebtedness” shall mean additional Indebtedness secured by
Liens on the Collateral that are junior to the Liens granted pursuant to the
Collateral Documents to the Secured Parties and guaranteed by Holdings and
Subsidiary Guarantors; provided, however, that, (i) the aggregate
principal amount of such Indebtedness plus
the actual outstanding principal amounts of all Term Loans (calculated on a pro
forma basis taking into account the paydown of the Term Loans following the
Refinancing Transaction) plus the
aggregate Revolving Credit Commitments shall not exceed $325,000,000,
(ii) the Liens securing such Indebtedness shall be subordinated to the
Liens in favor of Secured Parties on terms satisfactory to the Requisite
Lenders, and shall specifically include, without limitation, the terms set
forth on Schedule 6.2(xiv), (iii) the holders of such Indebtedness
execute an intercreditor agreement on terms satisfactory to the Requisite
Lenders, and (iv) the maturity and other terms in the agreement evidencing
such Indebtedness shall be satisfactory to the Requisite Lenders.


 


“Refinancing
Transaction” means the issuance or incurrence by Borrower of
additional capital resulting in Net Cash Proceeds to the Borrower of not less
than the Mandatory Prepayment Amount.


 


“Refinancing
Transaction Closing Date” means the date the Refinancing Transaction
becomes effective.


 


“SwissCo 2
Revolving Note” means a promissory note made by the Borrower in
favor of SwissCo 2, which shall contain the following terms:  (a) the note shall mature in 2011; (b) the
interest rate shall be equal to LIBO plus 0.25% per annum, or such other rate
as may be prescribed by applicable law; and (c) principal shall be due and
payable on the maturity date of such note.


 


(b)                                 The definition of “Applicable Margin” is revised in its entirety to
read as follows:


 


“Applicable
Margin” means:


 


during the period commencing on March 29, 2006 to but not including the
Refinancing Transaction Closing Date, a per annum rate equal to the rate set
forth below opposite the applicable type of Loan for the specified period:


 


4

















 


	
   

  	
   

  	
  Applicable Margin for

  Revolving Loans

  and Swing Loans

  	
   

  	
  Applicable

  Margin for

  Tranche A

  (Euro) Term

  Loans

  	
   

  	
  Applicable Margin for

  Tranche B Term Loans

  	
   

  
	
  Date

  	
   

  	
  LIBO Rate

  Loans

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  LIBO Rate

  Loans

  	
   

  	
  LIBO Rate

  Loans

  	
   

  	
  Base Rate

  Loans

  	
   

  
	
  March 29, 2006 through June 30, 2006

  	
   

  	
  4.25

  	
  %

  	
  3.00

  	
  %

  	
  4.25

  	
  %

  	
  4.25

  	
  %

  	
  3.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2006 through September 30, 2006

  	
   

  	
  5.25

  	
  %

  	
  4.00

  	
  %

  	
  5.25

  	
  %

  	
  5.25

  	
  %

  	
  4.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2006 and thereafter

  	
   

  	
  6.25

  	
  %

  	
  5.00

  	
  %

  	
  6.25

  	
  %

  	
  6.25

  	
  %

  	
  5.00

  	
  %

  



 


; and on and after the Refinancing Transaction Closing Date, a per annum
rate equal to the rate set forth below opposite the applicable type of Loan and
the then applicable Consolidated First Lien Leverage Ratio (determined for the
period ending on the last day of the most recent Fiscal Quarter or Fiscal Year,
as applicable, for which Financial Statements have been delivered pursuant to
Section 5.1(a) or (b) set forth below):


 


	
  Consolidated First

  	
   

  	
  Applicable Margin for

  Revolving Loans

  and Swing Loans

  	
   

  	
  Applicable

  Margin for

  Tranche A

  (Euro) Term

  Loans

  	
   

  	
  Applicable Margin for

  Tranche B Term Loans

  	
   

  
	
  Lien Leverage

  Ratio

  	
   

  	
  LIBO Rate

  Loans

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  LIBO Rate

  Loans

  	
   

  	
  LIBO Rate

  Loans

  	
   

  	
  Base Rate

  Loans

  	
   

  
	
  Greater than 3.00x

  	
   

  	
  4.00

  	
  %

  	
  2.75

  	
  %

  	
  4.00

  	
  %

  	
  4.00

  	
  %

  	
  2.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less than 3.00x

  	
   

  	
  3.25

  	
  %

  	
  2.00

  	
  %

  	
  3.25

  	
  %

  	
  3.25

  	
  %

  	
  2.00

  	
  %

  



 


Changes
in the Applicable Margin resulting from changes in the Consolidated First Lien
Leverage Ratio shall become effective as to all Loans on the date that is 3
Business Days after the date on which Financial Statements are delivered to the
Lenders pursuant to Section 5.1(a) or (b) of this Agreement and shall remain in
effect until the next change to be effected pursuant to this paragraph. Notwithstanding
anything to the contrary set forth in this Agreement (including the then
effective Consolidated First Lien Leverage Ratio), if any financial statements
referred to above are not delivered within the time periods


 


5

















 


specified
in Section 5.1(a) or (b) of this Agreement, then the Applicable Margin from and
including the date on which such respective financial statements were so
required to be delivered to but not including the date that is 3 Business Days
after the date on which such financial statements are delivered, shall equal
the highest rate set forth in each column of the appropriate chart above. Each
determination of the Consolidated First Lien Leverage Ratio pursuant to the
second chart above shall be made in a manner consistent with the determination
thereof pursuant to Section 6.1(i) of this Agreement.


 


(c)                                  The definition of “Asset Sale” is revised in its entirety to
read as follows (with the new language underlined for convenience):


 


“Asset Sale”
means (i) any Disposition of property or series of related
Dispositions of property (excluding any Disposition permitted by
clause (i), (ii), (iii), (iv), (v), (vi), (viii) or (ix) of
Section 6.5 but including any Disposition permitted by clause (vii)
of Section 6.5) that yields gross proceeds to Holdings, the Borrower or
any of its Subsidiaries (valued at the initial principal amount thereof in the
case of non-cash proceeds consisting of notes or other debt securities and
valued at fair market value in the case of other non-cash proceeds) in excess
of $1,000,000 or, whether or not related
Dispositions, that yields gross proceeds in excess of $1,000,000 in the
aggregate after March [    ], 2006,
and (ii) notwithstanding the exclusion from clause (i) above of any
Disposition permitted by clause (v) of Section 6.5, any Receivable
Qualifying Asset Sale.


 


(d)                                 Clause (j) in the definition of “Consolidated EBITDA” is revised in its entirety to
read as follows:


 


“(j) any extraordinary or non-recurring cash
losses or expenses arising from restructuring not to exceed in the aggregate
since October 1, 2002 (A) if such period ends prior to
January 1, 2004, $8,600,000, (B) if such period begins on or after
January 1, 2004 and such period ends prior to January 1, 2006,
$14,600,000, (C) if such period begins on or after January 1, 2006,
$11,000,000 with respect to any such non-recurring cash losses or expenses
arising from the implementation of the Borrower’s plan known as “Project Arrow”
and related restructuring, $4,000,000 with respect to any such non-recurring
cash losses or expenses arising from the transition from H.J. Heinz Company to
ACH Food Companies, Inc. as exclusive distributor to Borrower and its
Subsidiaries in the United States; and any cash expenses incurred in connection
with any waiver of a Default or Event of Default and any amendment to this
Agreement, including the Limited Waiver and Fourth Amendment dated as of March
29, 2006, including the fees and expenses of any attorneys and financial
advisers retained by the Administrative Agent pursuant to Section 9.3 hereof
with respect to any such waiver or amendment;”


 


(e)                                  A new clause (n) is added to the definition of “Consolidated EBITDA” to read in as follows:


 


“and (n) expenses incurred by the Borrower or
any Subsidiary prior to January 1, 2007 in connection with the development
and commercialization of the all-natural, zero-calorie sweetener to be marketed
under the Sweet SimplicityTM
trademark, in an amount not to exceed in the aggregate $3,000,000.”


 


6

















 


(f)                                    The definition of “Consolidated Interest Expense” is revised in its
entirety to read as follows (with the amended language blacklined for
convenience):


 


“Consolidated
Interest Expense” means, for any period: (a) the sum of (i)
total cash interest expense (including that attributable to Capital Lease
Obligations) for such period (including all commissions, discounts and other
fees and charges associated with Indebtedness (including the Loans) or owed
with respect to letters of credit and bankers’ acceptance financing,
amortization or write-off of debt discount and debt issuance costs and net
costs under Interest Rate Contracts to the extent such net costs are allocable
to such period in accordance with GAAP) plus (ii) any interest accrued
during such period in respect of Indebtedness that is required to be
capitalized rather than included in consolidated interest for such period in
accordance with GAAP; MINUS (b) the sum of (i) net gains under Interest
Rate Contracts to the extent such gains are allocable to such period in
accordance with GAAP PLUS (ii) any cash interest income for such period, all
determined for the Borrower and its Subsidiaries on a consolidated basis in
conformity with GAAP.


 


(g)                                 Section 2.9(a) is revised in its entirety to
read as follows (with the new language underlined for convenience):


 


“(a)                            Upon receipt by Holdings, the Borrower or any
of its Subsidiaries of (i) Net Cash Proceeds arising from an Asset Sale,
Recovery Event or Debt Issuance, the Borrower shall immediately prepay the
Loans (or provide cash collateral in respect of Letters of Credit) in an amount
equal to 100% of such Net Cash Proceeds; (ii) [Intentionally Deleted]; or (iii) Net Cash Proceeds arising from an
Equity Issuance, the Borrower shall immediately prepay the Loans (or provide
cash collateral in respect of Letters of Credit) in an amount equal to 50% of
such Net Cash Proceeds; or (iv) Net
Cash Proceeds arising from the Refinancing Transaction, the Borrower shall
immediately prepay the Loans (or provide cash collateral in respect of Letters
of Credit) in an amount equal to the Mandatory Prepayment Amount;
provided, however, that in the
case of any Net Cash Proceeds constituting the Reinvestment Deferred Amount
with respect to a Reinvestment Event, the Borrower shall prepay the Loans (or
provide cash collateral in respect of Letters of Credit) in an amount equal to
the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if
any, on the Reinvestment Prepayment Date with respect to such Reinvestment
Event; provided, however, that
the amount of Net Cash Proceeds received in the same Fiscal Year from one or
more Reinvestment Events that may be specified as Reinvestment Deferred Amounts
in one or more Reinvestment Notices shall not exceed $20,000,000 in the
aggregate for all such Net Cash Proceeds so received. Any such mandatory
prepayment shall be applied in accordance with Section 2.9(c) below.


 


(h)                                 Section 2.9(c) is revised in its entirety to
read as follows (with the new language underlined for convenience):


 


“(c)                            Any prepayments made by the Borrower required
to be applied in accordance with this Section 2.9(c) shall be applied as
follows: first, to prepay the


 


7

















 


outstanding
principal balance of the Term Loans, until such Term Loans shall have been
prepaid in full; second, to repay
the outstanding principal balance of the Swing Loans, until such Swing Loans
shall have been repaid in full; third,
to repay the outstanding principal balance of the Revolving Loans, until such
Revolving Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit
Obligations in the manner set forth in Section 7.3 until all such Letter
of Credit Obligations have been fully cash collateralized in the manner set
forth therein. All prepayments of the Term Loans made pursuant to this
Section 2.9 (other than with respect
to Section 2.9(a)(iv)) shall be applied to reduce ratably
the remaining installments of such outstanding principal amounts of the Term
Loans of both Tranches on a pro rata basis;
and all prepayments of the Term Loans pursuant to Section 2.9(a)(iv) shall
be applied to reduce the remaining installments of such outstanding principal
amounts of the Term Loans of both Tranches on a pro rata basis in the inverse
order of maturity. All repayments of Revolving Loans and Swing
Loans required to be made pursuant to Section 2.9(a) or (b) (or which
would be required to be made had the outstanding Revolving Loans and Swing
Loans equaled the Revolving Credit Commitments then in effect) shall result in
a permanent reduction of the Revolving Credit Commitments as provided in
Section 2.5(b).”


 


(i)                                     Section 2.9(f) is revised in its entirety to
read as follows:


 


“[Intentionally
Deleted.]”


 


(j)                                     Section 2.10(c) is revised by adding the
following paragraph to the end thereof:


 


“By written notice to the Borrower given by the
Administrative Agent acting upon the direction of the Requisite Lenders, the
Requisite Lenders may require the Borrower to pay, and the Borrower shall pay,
interest during the continuance of an Event of Default on the principal amount
of all outstanding Loans (a) prior to the Refinancing Transaction Closing
Date, at the highest rate set forth in each column of the chart set forth
in the definition of “Applicable Margin”, or (b) on or after the
Refinancing Transaction Closing Date, at the per annum rate equal to the rate
otherwise applicable to such Loan plus 2.00% per annum. This paragraph is not
intended to modify the preceding paragraph of this Section 2.10(c), which
governs the rate of interest on any principal of any Loan that has become due
and payable (the “Past Due Principal Rate”). For purposes of clarity, it is
agreed that at all times that the Past Due Principal Rate is in effect with
respect to any principal of any Loan pursuant to such preceding paragraph, the
interest rate payable in respect of such principal of such Loan shall be governed
by such preceding paragraph and not by this paragraph.”


 


(k)                                  Section 2.12(b)(ii) is revised by replacing the
proviso at the end thereof with the following language:


 


“provided,
however, that during the continuance of an Event of Default under
Section 7.1(a) in respect of principal or interest, such fee shall be
increased by 2.00% per annum and shall be payable on demand, and during the
continuance of any other Event of Default, by written notice to the
Borrower given by the Administrative Agent acting upon


 


8

















 


the
direction of the Requisite Lenders, the Requisite Lenders may require that
(a) prior to the Refinancing Transaction Closing Date, such fee shall be
equal to the highest rate for LIBO Rate Loans set forth on the chart set
forth in the definition of “Applicable Margin” and shall be payable on demand,
or (b) on or after the Refinancing Transaction Closing Date, such fee
shall be increased to the per annum rate equal to the rate otherwise applicable
to such fee plus 2.00% per annum and shall be payable on demand.”


 


(l)                                     Section 4.22 is amended in its entirety to
read as follows:


 


Section 4.22 Proprietary Rights;
Foreign Trademarks.


 


(a) Either the Borrower or a Wholly Owned Subsidiary
of the Borrower owns all proprietary rights to any products (including without
limitation sweetener products) with respect to which the Borrower, Holdings, or
any of their respective Subsidiaries has made or incurred any expenditures,
direct or indirect, including without limitation overhead, or permitted their
employees to devote any of their time to developing, marketing, manufacturing,
or distributing.


 


(b) Schedule 4.22 (together with any future
written updates that Borrower delivers to the Administrative Agent) sets forth a
true and complete list of each of the Foreign Trademarks.


 


(m)                               A new Section 5.13 is added as follows:


 


Section 5.13 Corporate
Restructuring. The
Borrower shall use diligent efforts to undertake such corporate actions,
including, without limitation, the consolidation or dissolution of intermediary
Foreign Subsidiaries as may be necessary and prudent to result in all of the
Capital Stock of SwissCo 2 being owned directly by a Loan Party. To the extent
that, and only for so long as, SwissCo 2’s payment of dividends to the Borrower
would be (i) adverse to the Borrower’s business, property, operations or
condition (financial or otherwise), (ii) not permitted by applicable law or
(iii) subject to any necessary corporate or governmental approvals that
have not been received and remain in effect, SwissCo 2 may make loans to the
Borrower pursuant to the SwissCo Note in lieu of paying dividends.


 


(n)                                 Section 6.1 is amended in its entirety to
read as follows:


 


(a)                                  Consolidated Leverage Ratio. Each of the Borrower and Holdings will not,
and will not permit any of its Subsidiaries to, directly or indirectly, permit
the Consolidated Leverage Ratio as at the last day of any period of four
consecutive Fiscal Quarters of the Borrower ending with any Fiscal Quarter set
forth below to exceed the ratio set forth below opposite such Fiscal Quarter:


 


9

















 


 




	
  Quarter-End

  Date

  	
   

  	
  Consolidated

  Leverage

  Ratio

  	
   

  
	
  December 31,
  2005

  	
   

  	
  9.80x

  	
   

  
	
  March 31,
  2006

  	
   

  	
  9.80x

  	
   

  
	
  June 30,
  2006

  	
   

  	
  9.80x

  	
   

  
	
  September
  30, 2006

  	
   

  	
  9.80x

  	
   

  
	
  December 31,
  2006

  	
   

  	
  9.80x

  	
   

  
	
  March 31,
  2007

  	
   

  	
  8.00x

  	
   

  
	
  June 30,
  2007

  	
   

  	
  8.00x

  	
   

  
	
  September
  30, 2007

  	
   

  	
  7.50x

  	
   

  
	
  December 31,
  2007

  	
   

  	
  7.50x

  	
   

  
	
  March 31,
  2008

  	
   

  	
  7.50x

  	
   

  
	
  June 30,
  2008

  	
   

  	
  7.25x

  	
   

  
	
  September
  30, 2008

  	
   

  	
  7.25x

  	
   

  
	
  December 31,
  2008

  	
   

  	
  7.00x

  	
   

  
	
  March 31,
  2009 and thereafter

  	
   

  	
  7.00x

  	
   

  






 


(b)                                 Consolidated Interest
Coverage Ratio. Each of the
Borrower and Holdings will not, and will not permit any of its Subsidiaries to,
directly or indirectly, permit the Consolidated Interest Coverage Ratio for any
period of four consecutive Fiscal Quarters of the Borrower ending with any
Fiscal Quarter set forth below to be less than the ratio set forth below
opposite such Fiscal Quarter:


 




	
  Quarter-End

  Date

  	
   

  	
  Consolidated

  Interest Coverage

  Ratio

  	
   

  
	
  December 31,
  2005

  	
   

  	
  1.00x

  	
   

  
	
  March 31,
  2006

  	
   

  	
  1.00x

  	
   

  
	
  June 30,
  2006

  	
   

  	
  1.00x

  	
   

  
	
  September
  30, 2006

  	
   

  	
  1.00x

  	
   

  
	
  December 31,
  2006

  	
   

  	
  1.00x

  	
   

  
	
  March 31,
  2007

  	
   

  	
  1.20x

  	
   

  
	
  June 30,
  2007

  	
   

  	
  1.20x

  	
   

  
	
  September
  30, 2007

  	
   

  	
  1.30x

  	
   

  
	
  December 31,
  2007

  	
   

  	
  1.30x

  	
   

  
	
  March 31,
  2008

  	
   

  	
  1.30x

  	
   

  
	
  June 30,
  2008

  	
   

  	
  1.30x

  	
   

  
	
  September
  30, 2008

  	
   

  	
  1.35x

  	
   

  
	
  December 31,
  2008

  	
   

  	
  1.35x

  	
   

  
	
  March 31,
  2009 and thereafter

  	
   

  	
  1.40x

  	
   

  






 


10

















 


(c)                                  Consolidated Fixed Charge
Coverage Ratio. Each of the
Borrower and Holdings will not, and will not permit any of its Subsidiaries to,
directly or indirectly, permit the Consolidated Fixed Charge Coverage Ratio for
any period of four consecutive Fiscal Quarters of the Borrower ending with any
Fiscal Quarter set forth below to be less than the ratio set forth below
opposite such Fiscal Quarter:


 




	
  Quarter-End

  Date

  	
   

  	
  Consolidated

  Fixed Charge Coverage

  Ratio

  	
   

  
	
  December 31,
  2005

  	
   

  	
  0.65x

  	
   

  
	
  March 31,
  2006

  	
   

  	
  0.65x

  	
   

  
	
  June 30,
  2006

  	
   

  	
  0.65x

  	
   

  
	
  September
  30, 2006

  	
   

  	
  0.65x

  	
   

  
	
  December 31,
  2006

  	
   

  	
  0.65x

  	
   

  
	
  March 31,
  2007

  	
   

  	
  0.75x

  	
   

  
	
  June 30,
  2007

  	
   

  	
  0.75x

  	
   

  
	
  September
  30, 2007

  	
   

  	
  0.80x

  	
   

  
	
  December 31,
  2007

  	
   

  	
  0.80x

  	
   

  
	
  March 31,
  2008

  	
   

  	
  0.80x

  	
   

  
	
  June 30,
  2008

  	
   

  	
  0.80x

  	
   

  
	
  September
  30, 2008

  	
   

  	
  0.80x

  	
   

  
	
  December 31,
  2008

  	
   

  	
  0.80x

  	
   

  
	
  March 31,
  2009 and thereafter

  	
   

  	
  0.80x

  	
   

  






 


(d)                                 Consolidated Senior
Leverage Ratio. Each of the
Borrower and Holdings will not, and will not permit any of its Subsidiaries to,
directly or indirectly, permit the Consolidated Senior Leverage Ratio for any
period of four consecutive Fiscal Quarters of the Borrower ending with any
Fiscal Quarter set forth below to exceed the ratio set forth below opposite
such Fiscal Quarter:


 




	
  Quarter-End

  Date

  	
   

  	
  Consolidated

  Senior Leverage

  Ratio

  	
   

  
	
  December 31,
  2005

  	
   

  	
  6.00x

  	
   

  
	
  March 31,
  2006

  	
   

  	
  6.00x

  	
   

  
	
  June 30, 2006

  	
   

  	
  6.00x

  	
   

  
	
  September 30, 2006

  	
   

  	
  6.00x

  	
   

  
	
  December 31, 2006

  	
   

  	
  5.25x

  	
   

  
	
  March 31, 2007

  	
   

  	
  5.00x

  	
   

  
	
  June 30, 2007

  	
   

  	
  5.00x

  	
   

  
	
  September 30, 2007

  	
   

  	
  5.00x

  	
   

  
	
  December 31,
  2007

  	
   

  	
  5.00x

  	
   

  
	
  March 31,
  2008

  	
   

  	
  5.00x

  	
   

  
	
  June 30,
  2008

  	
   

  	
  4.75x

  	
   

  






 


11

















 




	
  Quarter-End

  Date

  	
   

  	
  Consolidated

  Senior Leverage

  Ratio

  	
   

  
	
  September
  30, 2008

  	
   

  	
  4.75x

  	
   

  
	
  December 31,
  2008

  	
   

  	
  4.75x

  	
   

  
	
  March 31,
  2009 and thereafter

  	
   

  	
  4.60x

  	
   

  






 


(e)                                  Minimum Consolidated EBITDA. During the period commencing on March 29,
2006 to, but not including the Refinancing Transaction Closing Date, each of
the Borrower and Holdings will not, and will not permit any of its Subsidiaries
to, directly or indirectly, permit Consolidated EBITDA for any period set forth
in the table below to be less than the applicable corresponding amount set
forth below. This test will not be applicable after the Refinancing Transaction
Closing Date.


 


	
  Period

  	
   

  	
  Consolidated EBITDA

  	
   

  
	
  The Fiscal
  Quarter ending March 31, 2006

  	
   

  	
  $

  	
  5,400,000

  	
   

  
	
  The two
  Fiscal Quarters ending June 30, 2006

  	
   

  	
  $

  	
  16,600,000

  	
   

  
	
  The three
  Fiscal Quarters ending September 30, 2006

  	
   

  	
  $

  	
  32,500,000

  	
   

  



 


(f)                                    One-Time Consolidated First
Lien Leverage Ratio. Simultaneously
with the closing of any Refinancing Transaction, the Borrower shall deliver a
certificate of a Responsible Officer stating that, as of such date, after
giving effect to the application of the proceeds of such Refinancing
Transaction, the One-Time Consolidated First Lien Leverage Ratio for the period
of four consecutive Fiscal Quarters ending immediately prior to such day is
less than or equal to 3.00x.


 


(g)                                 Consolidated First Lien
Leverage Ratio. Following
the closing of any Refinancing Transaction, each of the Borrower and Holdings
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, permit the Consolidated First Lien Leverage Ratio for any four
consecutive Fiscal Quarters of the Borrower ending with any Fiscal Quarter set
forth below to exceed the ratio set forth below opposite such Fiscal Quarter.
This test will not be applicable prior to the Refinancing Transaction Closing
Date.


 




	
  Quarter-End

  Date

  	
   

  	
  Consolidated

  First Lien Leverage

  Ratio

  	
   

  
	
  June 30, 2006 (if any Refinancing
  Transaction shall have closed prior to such date)

  	
   

  	
  3.25x

  	
   

  
	
  September 30, 2006 (if any Refinancing Transaction
  shall have closed prior to such date)

  	
   

  	
  3.25x

  	
   

  






 


12

















 




	
  Quarter-End

  Date

  	
   

  	
  Consolidated

  First Lien Leverage

  Ratio

  	
   

  
	
  December 31, 2006 (if any Refinancing
  Transaction shall have closed prior to such date)

  	
   

  	
  3.00x

  	
   

  
	
  March 31, 2007

  	
   

  	
  3.00x

  	
   

  
	
  June 30, 2007

  	
   

  	
  2.50x

  	
   

  
	
  September 30, 2007

  	
   

  	
  2.50x

  	
   

  
	
  December 31, 2007

  	
   

  	
  2.50x

  	
   

  
	
  March 31, 2008

  	
   

  	
  2.50x

  	
   

  
	
  June 30, 2008

  	
   

  	
  2.50x

  	
   

  
	
  September 30, 2008

  	
   

  	
  2.50x

  	
   

  
	
  December 31, 2008

  	
   

  	
  2.50x

  	
   

  
	
  March 31, 2009 and thereafter

  	
   

  	
  2.25x

  	
   

  






 


(o)                                 Section 6.2 is amended in its entirety to
read as follows (with the new language underlined for convenience):


 


Section 6.2                                   Indebtedness. Each of the Borrower and Holdings will not,
and will not permit any of its Subsidiaries to, directly or indirectly, create,
issue, incur, assume, become liable in respect of or suffer to exist any
Indebtedness, except:


 


(i)                                     Indebtedness of any Loan Party pursuant to
any Loan Document;


 


(ii)                                  Indebtedness (v) of the Borrower to SwissCo 2 from time to time in an aggregate
principal amount not to exceed $200,000,000, plus accrued interest thereon,
pursuant to the SwissCo 2 Revolving Note, (w) of Holdings to Borrower permitted
under Section 6.6(iii) hereof, (x) of the Borrower to any
Wholly Owned Subsidiary Guarantor or of any Wholly Owned Subsidiary Guarantor
to the Borrower or any Wholly Owned Subsidiary Guarantor, (y) of any
Excluded Foreign Subsidiary to any other Excluded Foreign Subsidiary or
(z) of any Excluded Foreign Subsidiary to the Borrower or any Subsidiary
Guarantor provided, however, that
the Investment in the intercompany loan to such Excluded Foreign Subsidiary
pursuant to this subclause (ii)(z) is permitted under
Section 6.8(vii)(z) or Section 6.8(xii);


 


(iii)                               Guarantee Obligations incurred in the ordinary
course of business by the Borrower or any of its Subsidiaries of obligations of
any Subsidiary; provided that the amount of any such obligation guaranteed by
the Borrower or any of its Subsidiaries shall not exceed $1,000,000 in the
aggregate for the Borrower and all of its Subsidiaries;


 


13

















 


(iv)                              Indebtedness (other than Hedging Contracts or
the Senior Subordinated Initial Notes) outstanding on March 29, 2006 and listed
on Schedule 6.2 and any refinancings, refundings, renewals or
extensions thereof (that does not shorten the maturity of, or increase the
principal amount of (other than to include any premium or fee payable in
connection with such refinancing, refunding, renewal or extension), and that otherwise
is on terms no less favorable to the Borrower or such Subsidiary (taken as a
whole) than, the Indebtedness being refinanced, refunded, renewed or
extended;


 


(v)                                 Indebtedness (including, without limitation,
Capital Lease Obligations) secured by Liens permitted by Section 6.3(vi)
in an aggregate principal amount not to exceed $2,000,000 at any one time
outstanding; provided, that, during the
period commencing on March 29, 2006 to but not including the Refinancing
Transaction Closing Date, Borrower shall only be permitted to maintain Capital
Lease Obligations that are in existence as of March 29, 2006 and are listed on
Schedule 6.2(v), and to incur additional Capital Lease Obligations
relating to the information technology of Borrower or its Subsidiary Guarantors;


 


(vi)                              [Intentionally Deleted.];


 


(vii)                           Interest Rate Contracts outstanding on the
date hereof and listed on Schedule 6.2 in respect of Indebtedness that
bears interest at a floating rate, so long as such agreements are not entered
into for speculative purposes and are either (x) with a Lender as
counterparty or (y) are unsecured;


 


(viii)                        Foreign Overdraft Guarantees in an aggregate
amount not to exceed $510
million at any time outstanding, provided that no such Guarantee Obligation
shall be outstanding for more than two Business Days after the date of
incurrence thereof, provided, however, that, during the period
commencing on March 29, 2006 to but not including the Refinancing Transaction
Closing Date, no Foreign Overdraft Guarantees shall be permitted to be incurred
or outstanding;


 


(ix)                                in addition to Indebtedness otherwise
expressly permitted by this Section 6.2, Indebtedness incurred by the
Borrower or any of its Subsidiaries in an aggregate amount not to exceed
$5,000,000 at any one time outstanding, provided, however, that, during the period
commencing on March 29, 2006 to but not including the Refinancing Transaction
Closing Date, no Indebtedness may be incurred pursuant to this clause (ix);


 


(x)                                   Indebtedness of the Borrower and the Subsidiary
Guarantors consisting of the Senior Subordinated Initial Notes issued by the
Borrower (and guaranteed by the Subsidiary Guarantors) under the Senior
Subordinated Notes Indenture;


 


14

















 


(xi)                                [Intentionally Deleted.];


 


(xii)                             any Indebtedness of Holdings consisting of
Holdings Permitted PIK Notes the aggregate principal amount of which (excluding
the principal amount of any such Holdings Permitted PIK Notes duly issued as
pay-in-kind notes in lieu of payment of cash interest thereon), when added to
the liquidation preference of any Holdings Permitted Preferred Stock issued on
or after the Closing Date, does not exceed $100,000,000 in the aggregate for
all Holdings Permitted PIK Notes and Holdings Permitted Preferred Stock issued
on or after the Closing Date;


 


(xiii)                          Indebtedness of (x) the Borrower or any
Subsidiary of the Borrower assumed in connection with any acquisition of the
assets of any Person pursuant to an Investment permitted under
Section 6.8(x) or (y) a Person that becomes a direct or indirect
Wholly Owned Subsidiary as a result of any acquisition pursuant to an
Investment permitted under Section 6.8(x), so long as, in the case of
clause (x) or (y), such Indebtedness existed immediately prior to such
acquisition and was not created in anticipation of such acquisition, and any
refinancing, refunding, renewal or extension thereof (that does not shorten the
maturity of, or increase the principal amount of (other than to include any
customary premium or fee payable in connection with such refinancing,
refunding, renewal or extension), and that otherwise is on terms no less
favorable to the Borrower or such Subsidiary (taken as a whole) than, the
Indebtedness being refinanced, refunded, renewed or extended; provided, however,
that the aggregate amount of all such Indebtedness of the Borrower and its
Subsidiaries pursuant to this clause (xiii) does not exceed $30,000,000
outstanding at any time; provided, however, that, during the period commencing
on March [   ], 2006 to but not including the Refinancing
Transaction Closing Date, no Indebtedness may be incurred pursuant to this
clause (xiii); and


 


(xiv)                         Indebtedness of the Borrower
and the Subsidiary Guarantors consisting of Permitted Junior Lien Indebtedness; and


 


(xv)                            Guarantee Obligations (x) by any Loan
Party of any Indebtedness of any Loan Party incurred pursuant to
Section 6.2(ix) or 6.2(xiv)
or (y) by any Excluded Foreign Subsidiary of any Indebtedness of any
Excluded Foreign Subsidiary incurred pursuant to clause Section 6.2(ix).


 


(p)                                 Section 6.3 is amended to revise the
following provisions:


 


(i)                                     Section 6.3(ix) and Section 6.3(x) are amended in their entirety to
read as follows:


 


“[Intentionally
Deleted.]”


 


(ii)                                  In Section 6.3(xi), the word “and” at the end of
the paragraph is hereby deleted.


 


15

















 


(iii)                               In Section 6.3(xii), the “.” at the end of the
paragraph is hereby deleted and replaced with “;”.


 


(iv)                              A new Section 6.3(xiii) is hereby added to read as
follows:


 


“Liens
that secure Indebtedness permitted under Section 6.2(xiv); and”


 


(v)                                 A new Section 6.3(xiv) is hereby added to read as
follows:


 


“an escrow account with a nationally recognized
financial institution designated by the Borrower into which the Borrower or a
Subsidiary of the Borrower may deposit an amount up to $3,000,000 in connection
with a termination agreement entered into with H.J. Heinz Company for the
purpose of reimbursing H.J. Heinz Company for promotional allowances incurred
in accordance with the distribution agreements by and between Merisant US, Inc.
and Heinz U.S.A., a division of H.J. Heinz Company, for a period of time after
the termination of such distribution agreements not to exceed ninety (90) days,
except that up to $500,000 may be retained in such escrow account for up to an
additional forty-five (45) days.”


 


(q)                                 Sections 6.5(v), (vi) and (viii) are amended in their entirety to
read as follows:


 


“[Intentionally
Deleted.]”


 


(r)                                    Section 6.5(vii) is amended in its entirety to
read as follows:


 


“(vii)                     the Disposition of other property (other than
Capital Stock of the Borrower or any Included Subsidiary) having a Fair Market
Value not to exceed $1025,000,000
in the aggregate for all such Dispositions in any Fiscal Year; provided,
however, that, during the period
commencing on March [     ], 2006 to but not including
the Refinancing Transaction Closing Date no Dispositions shall be permitted
pursuant to the foregoing provisions of this clause (vii); provided
further that, Dispositions related to the Borrower’s plan known as “Project
Arrow” and related restructuring, shall be permitted notwithstanding the
foregoing provisions of this clause (vii).”


 


(s)                                  Section 6.6(ii) is amended in its entirety to
read as follows:


 


“(ii)                            the Borrower may pay dividends to Holdings to
permit Holdings to accrue management fees expressly permitted by the last
sentence of Section 6.10; provided, that such accrued management fees
shall not be payable or paid until all Obligations have been repaid in full and
all Commitments have been cancelled or terminated;”


 


(t)                                    Section 6.6(iii) is amended in its entirety to
read as follows:


 


“(iii)                         the Borrower may:


 


16

















 


(x)                                   pay dividends to Holdings to permit Holdings
to pay:  (1) corporate overhead expenses
incurred in the ordinary course of business; and (2) any taxes that are due and
payable by Holdings and the Borrower as part of a consolidated, combined or
unitary group, provided that the aggregate amount of the payments in clauses
(1) and (2) above shall not exceed $500,000 in any Fiscal Year; and provided
further that, notwithstanding anything to the contrary in this Section
6.6(iii)(x):


 


(A)                              transfers during Fiscal Year 2006 for the
purposes set forth in clause (1) above may be made in an aggregate amount up to
$780,000 in the form of loans or in the form of dividends by the Borrower to
Holdings, and may be used (i) to pay corporate overhead expenses incurred and
accrued during fiscal year 2005 for printing fees for registration of the
exchange offer for Holdings’ Senior Subordinated Discount Notes, legal fees,
audit fees, tax advice, and printing fees, accounting fees and filing fees in
connection with 10-Q and 8-K filings, and (ii) to pay corporate overhead expenses
incurred in the ordinary course of business in fiscal year 2006;  and


 


(B)                                transfers made during fiscal year 2006 for
the purposes set forth in clause (2) above may be made in the form of loans or
in the form of dividends by the Borrower to Holdings, so long as the aggregate
principal amount of such loans does not exceed $100,000; and


 


(y)                                 pay dividends to Holdings or make loans to
Holdings to permit Holdings to pay any IDS Transaction Expenses not to exceed
in the aggregate $50,000;”


 


(u)                                 Section 6.6(vi) is amended in its entirety to
read as follows:


 


“(vi)                        the Borrower may repay up to an aggregate of
$2,000,000 per year of the Indebtedness under the SwissCo 2 Revolving Note.”


 


(v)                                 Section 6.8, clauses (v) - (xi) are amended in their entirety to
read as follows:


 


“(v)                           [Intentionally Deleted];


 


(vi)                              investments in assets useful in the business
of the Borrower and its Subsidiaries made by the Borrower or any of its
Subsidiaries with the proceeds of any Reinvestment Deferred Amount;


 


(vii)                           intercompany Investments by
(x) Holdings, the Borrower or any of its Subsidiaries in the Borrower or
any Person that, prior to and immediately after such Investment, is a Wholly
Owned Subsidiary Guarantor; (y) any Excluded Foreign Subsidiary in any
other Excluded Foreign Subsidiary; and (z) the


 


17

















 


Borrower
or any Subsidiary Guarantor in any Excluded Foreign Subsidiary, provided, however,
that the aggregate outstanding amount of any Investments pursuant to this
subclause (vii)(z) shall not exceed $15,000,000 at any one time outstanding, provided,
however, that, during the period
commencing on March 29, 2006 to but not including the Refinancing Transaction
Closing Date, such $15,000,000 shall be reduced to $5,000,000;


 


(viii)                        any Indebtedness permitted by
Section 6.2(ii);


 


(ix)                                [Intentionally Deleted];


 


(x)                                   in addition to Investments otherwise
expressly permitted by this Section, Investments by the Borrower or any of its
Subsidiaries in an aggregate amount (valued at cost) not to exceed $10,000,000
per Fiscal Year and $30,000,000 in the aggregate during the period beginning on
the Closing Date and ending on the Tranche B Term Loan Maturity Date; provided, however, that in the case of any
acquisition pursuant to an Investment permitted under this Section 6.8(x), the
cost of such Investment shall include the amount of any Indebtedness permitted
under Section 6.2(xiii) that is assumed by the Borrower or any of its
Subsidiaries in connection with, or of any Person that becomes a Wholly Owned
Subsidiary as a result of, such acquisition; provided, however, that, during the period
commencing on March 29, 2006 to but not including the Refinancing Transaction
Closing Date, such $30,000,000 shall be reduced to $5,000,000;


 


(xi)                                loans made by the Borrower to members of its
senior management and evidenced by promissory notes in an aggregate amount not
exceeding the amount shown on
Schedule 6.8(xi) which is currently outstanding as of March 29, 2006 $5,500,000
during the period beginning on the Formation Date and ending on the Tranche B
Term Loan Maturity Date to the extent such loans are not in violation of
the Sarbanes-Oxley Act, provided that such promissory notes shall have been and shall be delivered to the
Administrative Agent to be held in pledge for the benefit of the Secured
Parties as Collateral under the Security Agreement;”


 


(w)                               A new Section 6.8(xiv) is added as follows:


 


“(xiv)                   Investments by the Borrower in the limited
liability company interests of Whole Earth Sweetener Company LLC pursuant to a
purchase and sale agreement with terms satisfactory to the Requisite Lenders
and containing an aggregate purchase price not to exceed $1,000.”


 


(x)                                   Section 6.9 (Special Purpose Subsidiary) is
amended in its entirety to read as follows:


 


“[Intentionally Deleted]”


 


(y)                                 Section 6.11 is hereby amended to add the
following to the end of the paragraph:


 


18

















 


“;
provided, however, that, during
the period commencing on March 29, 2006 to but not including the Refinancing
Transaction Closing Date, no transactions of the nature described in this
Section 6.11 shall be permitted.”


 


(z)                                   Section 6.16 (Amendments to the SwissCo
Intercompany Note; Principal Amount) is amended in its entirety to read as
follows:


 


“[Intentionally Deleted]”


 


(aa)                            A new Section 6.19 is hereby added to read as
follows:


 


“Section 6.19 
Restriction Regarding New Ventures.
Each of Holdings and the Borrower will not, and will not permit any of their
respective Subsidiaries to, directly or indirectly, make or incur any
expenditures, including without limitation overhead, in connection with, or
permit any of their employees or management to devote any of their time to, the
development, marketing, manufacturing, or distribution of any products (including,
without limitation, sweetener products), or any other related or similar
function, unless all proprietary rights to such products are wholly owned by
the Borrower or a Wholly Owned Subsidiary of Borrower; provided, that, this
Section 6.19 shall
not apply to transactions with entities that are not Affiliates of the Borrower
that are consistent with practices in the ordinary course of Borrower’s
business or otherwise consistent with Borrower’s existing manufacturing
production methods, lines of business, and products. Notwithstanding the
foregoing, this Section shall not be deemed to limit ownership of proprietary
rights by Merisant Sweetener (Philippines), Inc. (“Merisant Philippines”)  and wholly owned Subsidiaries
of Merisant Philippines pertaining to conduct of business in the Philippines.”


 


(bb)                          Section 7.1(m) is hereby amended to change the “.”
and the end of the sentence to “;” and add the word “or” at the end of the
paragraph.


 


(cc)                            A new Section 7.1(n) is hereby added to read as
follows:


 


“(n)                           Borrower shall fail to close the Refinancing
Transaction on or prior to January 2, 2007.”


 


(dd)                          Section 7.4 is amended in its entirety to
read as follows:


 


“[Intentionally Deleted]”


 


(ee)                            Schedule 6.2  is replaced in its entirety with amended
Schedule 6.2 in the form attached hereto, and new Schedules 6.2(v), 6.2(xiv), and 6.8(xi) are added in the
form attached hereto and incorporated herein and in the Credit Agreement for
all purposes.


 


3.2.                            Effectiveness. This
Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following
conditions is satisfied:


 


19

















 


(a)                                  there shall have
been delivered to the Administrative Agent in accordance with Section 4.5 counterparts of this Amendment
executed by each of the Requisite Lenders, the Borrower and Holdings;


 


(b)                                 the Administrative
Agent and the Arranger shall have received all fees and accrued and unpaid
costs and expenses (including reasonable legal fees and expenses) required to
be paid on or prior to the Amendment Effective Date pursuant to (y) the Credit
Agreement or (z) this Amendment;


 


(c)                                  the Administrative
Agent shall have received, for the account of the Lenders, the amendment fee
required to be paid pursuant to Section 5.8 hereof on or prior
to the Amendment Effective Date;


 


(d)                                 the Borrower shall
have acquired all of the equity interests in Whole Earth Sweetener Company LLC
(“Whole Earth”) pursuant to acquisition
agreements satisfactory to the Requisite Lenders, and Whole Earth shall be a
Wholly Owned Subsidiary of the Borrower;


 


(e)                                  the Borrower shall
have delivered documentation pertaining to Collateral as set forth on Annex 1 attached hereto by the
applicable dates set forth on such Annex (or such other dates permitted by the
Requisite Lenders), together with legal opinions; and


 


(f)                                    the Borrower shall
have delivered opinions of counsel to the Loan Parties.


 


ARTICLE 4


REPRESENTATIONS AND WARRANTIES AND COVENANT


 


4.1.                            Representations and
Warranties. To induce the Lenders and the
Administrative Agent to enter into this Amendment, the Borrower and Holdings,
jointly and severally, represents and warrants to the Administrative Agent,
each Issuer and each Lender that:


 


(a)                                  The representations
and warranties of each of the Borrower and Holdings in Article IV of the Credit Agreement and the
covenants set forth in Section 6.19 of the Credit
Agreement are on the date of execution and delivery of this Amendment, and will
be on the Amendment Effective Date, true, correct and complete in all material
respects with the same effect as though made on and as of such respective date
(or, to the extent such representations and warranties expressly relate to an
earlier date, on and as of such earlier date).


 


(b)                                 Each of the Borrower
and Holdings is in compliance in all material respects with all the terms and
provisions set forth in the Credit Agreement and in each other Loan Document on
its part to be observed or performed; and, except as specified and waived in Article 2 hereof, no Default or Event of
Default has occurred and is continuing.


 


(c)                                  The execution,
delivery and performance by the Borrower and Holdings of this Amendment:


 


(i)                                     are within such
Person’s corporate powers;


 


20

















 


(ii)                                  have been duly
authorized by all necessary corporate or other entity action, including the
consent of the holders of its equity interests where required;


 


(iii)                               do not and will not
(A) contravene the certificate of incorporation or by-laws of such Person,
(B) violate any other applicable requirement of law applicable to such
Person or any order or decree of any governmental authority or arbitrator
applicable to such Person, (C) conflict with or result in the breach of,
or constitute a default under, or result in or permit the termination or
acceleration of, any contractual obligation of such Person or any of its
Subsidiaries, or (D) result in the creation or imposition of any Lien upon
any of the property of such Person or any of its Subsidiaries other than those
Liens permitted by the Loan Documents; and


 


(iv)                              do not and will not
require the consent of, authorization by, approval of, notice to, or filing or
registration with, any governmental authority or any other person, other than
those which prior to the Amendment Effective Date will have been obtained or
made and copies of which prior to the Amendment Effective Date will have been
delivered to the Administrative Agent and each of which on the Amendment
Effective Date will be in full force and effect.


 


(d)                                 No action, suit,
investigation, or proceeding exists or is threatened, of the type described in Section 4.6 of the Credit Agreement or that
seeks to affect any transaction contemplated by this Amendment or permitted
herein.


 


(e)                                  This Amendment has
been duly executed and delivered by the Borrower and Holdings. Each of this
Amendment and the Credit Agreement constitutes the legal, valid and binding
obligation of the Borrower and Holdings, enforceable against such Person in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or limiting
creditors’ rights generally or by equitable principles relating to
enforceability.


 


(f)                                    The representations
and warranties of the Borrower and Holdings in clauses (b) through (e) of this Section 4.1 will be on the Amendment
Effective Date true, correct and complete with the same effect as though made
on and as of the Amendment Effective Date.


 


4.2.                            Survival. The
representations and warranties in Section 4.1 shall
survive the execution and delivery of this Amendment and the Amendment
Effective Date.


 


4.3.                            Post-Closing Covenant. The
Borrower agrees to provide the documents required pursuant to Section B of Annex
1 attached hereto, within the time period set forth
therein (or such other time period as may be requested by the Borrower and
agreed by the Requisite Lenders). Failure to provide such documents within such
time period shall constitute an Event of Default under the Credit Agreement.


 


21

















 


ARTICLE 5


MISCELLANEOUS


 


5.1.                            No Other Amendments;
Reservation of Rights; No Waiver. Other than
as otherwise expressly provided herein, this Amendment shall not be deemed to
operate as an amendment or waiver of, or to prejudice, any right, power,
privilege or remedy of any Secured Party under the Credit Agreement or any
other Loan Document, nor shall the entering into of this Amendment preclude any
Secured Party from refusing to enter into any further amendments with respect
to the Credit Agreement or any other Loan Document. Except as specified in Article
2, this Amendment shall not constitute a waiver of
compliance (i) with any covenant or other provision in the Credit
Agreement or any other Loan Document or (ii) of the occurrence or
continuance of any present or future Default or Event of Default.


 


5.2.                            Ratification and Confirmation. Except as
expressly set forth in this Amendment, the terms, provisions and conditions of
the Credit Agreement and the other Loan Documents are hereby ratified and
confirmed and shall remain unchanged and in full force and effect without
interruption or impairment of any kind.


 


5.3.                            Governing Law. This
Amendment will be governed by and construed in accordance with the laws of the
State of New York.


 


5.4.                            Headings. The article
and section headings contained in this Amendment are inserted for convenience
only and will not affect in any way the meaning or interpretation of this
Amendment.


 


5.5.                            Counterparts. This
Amendment may be executed in two or more counterparts, each of which will be
deemed an original but all of which together will constitute one and the same
instrument. This Amendment may be delivered by exchange of copies of the
signature page by facsimile transmission.


 


5.6.                            Severability. The
provisions of this Amendment will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or
enforceability of the other provisions hereof; provided that if any provision
of this Amendment, as applied to any party or to any circumstance, is
judicially determined not to be enforceable in accordance with its terms, the
parties agree that the court judicially making such determination may modify
the provision in a manner consistent with its objectives such that it is
enforceable, and/or to delete specific words or phrases, and in its modified
form, such provision will then be enforceable and will be enforced.


 


5.7.                            Amendment. This
Amendment may not be amended or modified except in the manner specified for an
amendment of or modification to the Credit Agreement in Section 9.1 of the
Credit Agreement.


 


5.8.                            Costs; Expenses; Amendment
Fee. Regardless
of whether the transactions contemplated by this Amendment are consummated, the
Borrower and Holdings, jointly and severally, agree to pay to the
Administrative Agent on demand all out-of-pocket costs and expenses of the
Administrative Agent incurred in connection with the preparation, execution and


 


22

















 


delivery of
this Amendment, including the fees and expenses of legal counsel to the
Administrative Agent. The Borrower and Holdings, jointly and severally, agree
to pay to the Administrative Agent for the account of each Lender on or prior
to the Amendment Effective Date, an amendment fee equal to the product of
(x) 12.5 basis points (0.125%) and (y) the Dollar Equivalent of the
sum of the principal amount of all Term Loans of such Lender then outstanding
on such date and the Revolving Credit Commitment of such Lender on such date,
which fee shall be earned, due and payable on the Amendment Effective Date. If
any Lender shall not have executed this Amendment prior to 5:00 p.m., Dallas,
Texas time, on March 30, 2006, the Administrative Agent shall promptly refund
such Lender’s portion of the amendment fee to Borrower without interest.


 


5.9.                            Assignment; Binding Effect. No party may
assign either this Amendment or any of its rights, interests or obligations
hereunder except in the manner specified for an assignment in respect of the
Credit Agreement in Section 9.2 of the Credit Agreement. All of
the terms, agreements, covenants, representations, warranties and conditions of
this Amendment are binding upon, and inure to the benefit of and are
enforceable by, the parties and their respective successors and permitted
assigns.


 


5.10.                     Waiver of Claims. Each of the
Borrower and Holdings acknowledges and agrees that, as of the date hereof:
(a) none of the Borrower, Holdings, or, to the knowledge of the Borrower,
any of their Subsidiaries or Affiliates has any claim or cause of action
against any of the Lenders or the Administrative Agent, the Arranger, the
Syndication Agent or the Co-Documentation Agents (collectively, the “Agents”), or any
of their directors, officers, employees, attorneys or agents; (b) none of
the Borrower, Holdings or, to the knowledge of the Borrower, any of their
Subsidiaries or Affiliates has offset rights, counterclaims or defenses of any
kind against any of their obligations, indebtedness or liabilities to any of
the Lenders or the Agents; and (c) each of the Lenders and the Agents has
heretofore properly performed and satisfied in a timely manner all of its
obligations to the Borrower, Holdings and, to the knowledge of the Borrower,
each of their Subsidiaries and Affiliates. The Lenders and the Agents wish (and
the Borrower and Holdings agree) to eliminate any possibility that any past
conditions, acts, omissions, events, circumstances or matters would impair or
otherwise adversely affect any of the rights, interests, contracts, collateral
security or remedies of the Lenders or the Agents. Therefore, each of the
Borrower and Holdings on its own behalf and on behalf of each of its respective
successors and assigns, hereby waives, releases and discharges the Lenders and
the Agents and all of their directors, officers, employees, attorneys and
agents, from any and all claims, demands, actions or causes of action existing
as of the date of this Amendment and arising out of or in any way relating to the
Loan Documents and any documents, instruments, agreements (including this
Amendment), dealings or other matters connected with the Loan Documents,
including, without limitation, all known and unknown matters, claims,
transactions or things occurring on or prior to the date of this Amendment
related to the Loan Documents. The waivers, releases, and discharges in this
paragraph shall be effective regardless of any other event that may occur or
not occur prior to or on the date hereof.


 


5.11.                     Loan Document. This
Amendment constitutes a Loan Document as defined in the Credit Agreement.


 


23

















 


5.12.                     Entire Agreement. The Credit
Agreement as amended by this Amendment, together with the Exhibits and
Schedules thereto that are delivered pursuant thereto, constitutes the entire
agreement and understanding of the parties in respect of the subject matter of
the Credit Agreement as amended by this Amendment and supersedes all prior
understandings, agreements or representations by or among the parties, written
or oral, to the extent they relate in any way to the subject matter of the
Credit Agreement as amended by this Amendment.


 


[SIGNATURE PAGE FOLLOWS]


 


24

















 


IN WITNESS WHEREOF,
the parties have executed this Amendment, or caused this Amendment to be
executed by their authorized representatives, as of the date stated in the
introductory paragraph of this Amendment.


 


 


	
   

  	
  BORROWER AND HOLDINGS:

  
	
   

  	
   

  
	
   

  	
  MERISANT COMPANY

  
	
   

  	
  MERISANT WORLDWIDE, INC.,

  
	
   

  	
  f/k/a Tabletop Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Anthony J. Nocchiero

  	
   

  
	
   

  	
  Name:

  	
   Anthony J. Nocchiero

  	
   

  
	
   

  	
  Title:

  	
   Vice President, CFO

  	
   

  
					



 


Signature Page to


Limited Waiver and Fourth Amendment to Credit
Agreement


 

















 


	
   

  	
  CREDIT SUISSE,

  
	
   

  	
  Cayman Islands Branch,

  
	
   

  	
  as Administrative Agent 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Carol Flaton

  	
   

  
	
   

  	
  Name:

  	
   Carol Flaton

  	
   

  
	
   

  	
  Title:

  	
   Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Sharon M. Meadows

  	
   

  
	
   

  	
  Name:

  	
   Sharon M. Meadows

  	
   

  
	
   

  	
  Title:

  	
   Managing Director

  	
   

  
										



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oligra 43

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Karen Thompson

  	
   

  
	
   

  	
  Name:

  	
   Karen Thompson

  	
   

  
	
   

  	
  Title:

  	
   Loans Officer

  	
   

  
						



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Emerald Orchard Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Arlene Arellano

  	
   

  
	
   

  	
  Name:

  	
   Arlene Arellano

  	
   

  
	
   

  	
  Title:

  	
   Loan Officer

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Highland Credit Ops CDO Ltd

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Doreen Britt

  	
   

  
	
   

  	
  Name:

  	
   Doreen Britt

  	
   

  
	
   

  	
  Title:

  	
   Attorney-in-fact

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Grand Central Asset Trust, HLD Series

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Mikus N. Kins

  	
   

  
	
   

  	
  Name:

  	
   Mikus N. Kins

  	
   

  
	
   

  	
  Title:

  	
   Attorney-in-fact

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Highland Floating Rate LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Joe Dougherty

  	
   

  
	
   

  	
  Name:

  	
   Joe Dougherty

  	
   

  
	
   

  	
  Title:

  	
   Senior Vice President

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Highland Floating Rate Advantage Fund

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Joe Doughtery

  	
   

  
	
   

  	
  Name:

  	
   Joe Doughtery

  	
   

  
	
   

  	
  Title:

  	
   Senior Vice President

  	
   

  
						



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Pioneer Floating Rate Trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Joe Doughtery

  	
   

  
	
   

  	
  Name:

  	
   Joe Doughtery

  	
   

  
	
   

  	
  Title:

  	
   Portfolio Manager

  	
   

  
						



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Trust/Highland Capital Floating Rate Income Fund

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Joe Doughtery

  	
   

  
	
   

  	
  Name:

  	
   Joe Doughtery

  	
   

  
	
   

  	
  Title:

  	
   Portfolio Manager

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First Trust/Highland Capital Floating Rate Income Fund
  II

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Joe Doughtery

  	
   

  
	
   

  	
  Name:

  	
   Joe Doughtery

  	
   

  
	
   

  	
  Title:

  	
   Portfolio Manager

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ELF Funding Trust I

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
								



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  Loan Star State Trust

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Southfork CLO, Ltd.

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Jasper CLO, Ltd

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gleneagles CLO, Ltd.

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
								



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Restoration Funding CLO, LTD.

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Rockwall CDO LTD.

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
								



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Liberty CLO, Ltd.

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
								



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Liberty Mutual Insurance Company

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
								



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Loan Funding IV LLC

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
								



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Loan Funding VII LLC

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Highland Loan Funding V Ltd.

  
	
   

  	
  By: Highland Capital Management, L.P., As

  Collateral Manager

  
	
   

  	
  By: Strand Advisors, Inc., Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Chad Schramek

  	
   

  
	
   

  	
  Name:

  	
   Chad Schramek

  	
   

  
	
   

  	
  Title:

  	
   Assistant Treasurer

  	
   

  
	
   

  	
   

  	
  Strand Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  	
   

  
								



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Barclays Bank PLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Gregory R. Perry

  	
   

  
	
   

  	
  Name:

  	
   Gregory R. Perry

  	
   

  
	
   

  	
  Title:

  	
   Attorney-in-fact

  	
   

  
						



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Copernicus Euro CDO-I B.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Appu Mundassery

  	
   

  
	
   

  	
  Name:

  	
   Appu Mundassery

  	
   

  
	
   

  	
  Title:

  	
   Director

  	
   

  
	
   

  	
   

  	
  Highland Capital Management Europe, Ltd.

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Copernicus Euro CDO-II B.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Appu Mundassery

  	
   

  
	
   

  	
  Name:

  	
   Appu Mundassery

  	
   

  
	
   

  	
  Title:

  	
   Director

  	
   

  
	
   

  	
   

  	
  Highland Capital Management Europe, Ltd.

  	
   

  
							



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, Cayman Islands Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Ian Landow

  	
   

  
	
   

  	
  Name:

  	
   Ian Landow

  	
   

  
	
   

  	
  Title:

  	
   Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Michael T. Wotanowski

  	
   

  
	
   

  	
  Name:

  	
   Michael T. Wotanowski

  	
   

  
	
   

  	
  Title:

  	
   Vice President