Exhibit
10.7


 


INTERCOMPANY REVOLVING NOTE


 


	
  $200,000,000

  	
   

  	
  March 30, 2006

  



 


FOR VALUE
RECEIVED, the undersigned, MERISANT COMPANY, a Delaware corporation (“Borrower”), hereby
irrevocably promises to pay on April 1, 2011 (the “Final Payment Date”)
to the order of MERISANT COMPANY 2, SÀRL, a limited liability company organized
and existing under the laws of Switzerland (together with its successors and
assigns, “Lender”),
the principal sum of TWO HUNDRED MILLION AND 00/100 DOLLARS ($200,000,000), or
if less, the aggregate unpaid principal amount of all advances made hereunder,
together with interest on the principal balance of each such advance hereunder
from time to time unpaid at the rates provided below until payment in full
thereof.


 


Lender may, in
its sole discretion, make advances to Borrower upon Borrower’s request
therefor, in an aggregate amount outstanding at any time not to exceed
$200,000,000.


 


Interest shall
accrue on the principal balance of each advance from time to time outstanding
hereunder at a rate per annum equal to (i) the LIBOR Rate for the Interest
Reset Date next preceding the applicable Interest Payment Date plus (ii)
twenty-five one hundredths of one percent (0.25%) , or at such other rate as
prescribed by statute.


 


For purposes
of this Revolving Note:


 


“Interest Reset Date”
shall mean April 1, 2006, and thereafter the first day of each January, April,
July and October, commencing with July 1, 2006.


 


“LIBOR Rate” shall
mean the rate per annum as determined by the Lender (rounded upwards, if
necessary, to the nearest 1/16th of one percent) based on the rates at which
U.S. Dollar deposits for a period closest in approximation to ninety (90) days
are displayed on page “LIBOR-USD FIX 3 MONTH” screen of the Bloomburg L.P.
service or such other page as may replace the LIBOR-USD FIX 3 MONTH page on
that service for the purpose of displaying the London interbank offered rates
of major banks as of 11:00 a.m. (London time) two (2) business days prior to
the first day of such interest period (it being understood that if at least two
(2) such rates appear on such page, the rate of interest will be the arithmetic
mean of such displayed rates); provided that in the event no such rate is
shown, the LIBOR Rate shall be the rate per annum (rounded upwards, if
necessary, to the nearest 1/16th of one percent) based on the rates at which
U.S. Dollar deposits for a period closest in approximation to such interest
period are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service
or such other page as may replace the LIBOR page on that service for the
purpose of displaying London interbank offered rates of major banks as of 11:00
a.m. (London time) two (2) Business Days prior to the first day of such
interest period (it being understood that if at least two (2) such rates appear
on such page, the rate will be the arithmetic mean of such displayed rates);
provided further that in the event fewer than two (2) such rates are displayed,
or if no such rate is relevant, the rate shall be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the Lender, at
approximately 11:00 a.m. (New York City time) on the first day of such interest


 

















 


period to
leading European banks for U.S. Dollar deposits for a period closely
approximating such interest period.


 


Borrower shall
pay interest on the principal balance of each advance outstanding hereunder to
Lender in arrears on the Final Payment Date.


 


If any payment
of interest or principal hereunder becomes due and payable on a day other than a
business day, the maturity thereof shall be extended to the next succeeding
business day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.


 


Both principal
and interest hereunder are payable in lawful money of the United States of
America to the depositary bank of Lender in the United States as designated by
Lender from time to time for deposit in the depositary account of Lender, in
immediately available funds no later than 12:00 p.m. (Chicago time) on the date
such payments are due. Each advance made by Lender to Borrower, and all
payments made on account of principal hereof, shall be recorded by Lender and,
prior to any transfer hereof, endorsed on the grid attached hereto which is a
part of this Revolving Note; provided, however, that the failure
to make a notation of any advance under or payment on this Revolving Note shall
not limit or otherwise affect the obligation of Borrower hereunder.


 


Demand,
presentment, protest and notice of nonpayment and protest, notice of intention
to accelerate maturity, notice of acceleration of maturity, and notice of
dishonor are hereby waived by Borrower.


 


If Borrower
shall fail to make payment of principal or interest when due hereunder, the obligations
evidenced by this Revolving Note shall, at the option of Lender, and without
notice or demand by Lender, be immediately due and payable.


 


In no
contingency or event whatsoever shall interest charged hereunder, however such
interest may be characterized or computed, exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto.


 


Whenever
possible each provision of this Revolving Note shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Revolving Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Revolving Note.


 


The
indebtedness evidenced hereby may be prepaid in whole or in part at any time
and from time to time without premium or penalty.


 


The address of
Lender for notices received hereunder shall be: 
10 S. Riverside Plaza, Suite 850, Chicago, Illinois 60606,
facsimile:  312/840-5569, telephone:  312/840-5088, Attention:  Chief Financial Officer.


 


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THIS REVOLVING
NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS §105/5-1
ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE
STATE OF ILLINOIS.


 


 


	
   

  	
  MERISANT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony
  J. Nocchiero

  	
   

  
	
   

  	
   

  	
  Name: Anthony J. Nocchiero

  
	
   

  	
   

  	
  Title: Vice President and
  Chief Financial Officer

  



 


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ATTACHMENT TO REVOLVING NOTE


 


DATED


 


March 30, 2006


 


ADVANCES AND PAYMENTS OF PRINCIPAL


 


	
  DATE

  	
   

  	
  AMOUNT OF

  ADVANCE

  	
   

  	
  AMOUNT OF

  PRINCIPAL

  PAID

  	
   

  	
  UNPAID

  PRINCIPAL

  BALANCE

  	
   

  	
  NOTATION

  MADE BY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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