**Exhibit10.2**

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**AMENDEDAND RESTATED SECURITY AGREEMENT**

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**among**

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**MERISANTCOMPANY,as Borrower,**

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**andEach Other Grantor**

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**FromTime to Time Party Hereto**

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**and**

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**CREDITSUISSEas Collateral Agent**

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**Datedas of May 9, 2007**

 

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**TABLE OF CONTENTS**

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|  | **Page** |
|--|----------|

 

 
|              |   | ARTICLE I                                                                          |   |   |
|--------------|--------|------------------------------------------------------------------------------------|--------|--------|
|         |   |                                                                               |   |   |
|         |   | DEFINED TERMS                                                                      |   |   |
|         |   |                                                                               |   |   |
| Section 1.1  |   | DEFINITIONS                                                                        |   | 2      |
| Section 1.2  |   | Certain Other Terms                                                                |   | 7      |
|         |   |                                                                               |   |   |
|         |   | ARTICLE II                                                                         |   |   |
|         |   |                                                                               |   |   |
|         |   | GRANT OF  SECURITY INTEREST                                                        |   |   |
|         |   |                                                                               |   |   |
| Section 2.1  |   | Collateral                                                                         |   | 8      |
| Section 2.2  |   | Grant of Security Interest in Collateral                                           |   | 10     |
| Section 2.3  |   | Cash Collateral Accounts                                                           |   | 10     |
|         |   |                                                                               |   |   |
|         |   | ARTICLE III                                                                        |   |   |
|         |   |                                                                               |   |   |
|         |   | REPRESENTATIONS  AND WARRANTIES                                                    |   |   |
|         |   |                                                                               |   |   |
| Section 3.1  |   | Title; No Other Liens                                                              |   | 11     |
| Section 3.2  |   | Perfection and Priority                                                            |   | 11     |
| Section 3.3  |   | State of Incorporation; Chief Executive Office                                     |   | 11     |
| Section 3.4  |   | Inventory and Equipment                                                            |   | 11     |
| Section 3.5  |   | Pledged Collateral                                                                 |   | 11     |
| Section 3.6  |   | Accounts                                                                           |   | 13     |
| Section 3.7  |   | Intellectual Property                                                              |   | 13     |
| Section 3.8  |   | Deposit Accounts; Securities Accounts; Commodity  Accounts; Commercial Tort Claims |   | 14     |
| Section 3.9  |   | Letter-of-Credit Rights                                                            |   | 14     |
| Section 3.10 |   | Vehicles                                                                           |   | 14     |
|         |   |                                                                               |   |   |
|         |   | ARTICLE IV                                                                         |   |   |
|         |   |                                                                               |   |   |
|         |   | COVENANTS                                                                          |   |   |
|         |   |                                                                               |   |   |
| Section 4.1  |   | Generally                                                                          |   | 15     |
| Section 4.2  |   | Maintenance of Perfected Security Interest; Further  Documentation                 |   | 15     |
| Section 4.3  |   | Changes in Locations, Name, etc                                                    |   | 16     |
| Section 4.4  |   | Pledged Collateral                                                                 |   | 16     |
| Section 4.5  |   | Control Accounts; Eligible Deposit Accounts                                        |   | 18     |
| Section 4.6  |   | Accounts                                                                           |   | 19     |

 

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| Section 4.7  |   | Delivery of Instruments and Chattel Paper                |   | 19     |
|--------------|--------|----------------------------------------------------------|--------|--------|
| Section 4.8  |   | Intellectual Property                                    |   | 20     |
| Section 4.9  |   | Vehicles                                                 |   | 21     |
| Section 4.10 |   | Payment of Obligations                                   |   | 22     |
| Section 4.11 |   | Commercial Tort Claims                                   |   | 22     |
| Section 4.12 |   | Letter of Credit Rights                                  |   | 22     |
| Section 4.13 |   | Limitations on Dispositions of Collateral                |   | 22     |
|         |   |                                                     |   |   |
|         |   | ARTICLE V                                                |   |   |
|         |   |                                                     |   |   |
|         |   | REMEDIAL  PROVISIONS                                     |   |   |
|         |   |                                                     |   |   |
| Section  5.1 |   | Code and Other Remedies                                  |   | 23     |
| Section 5.2  |   | Accounts and Payments in Respect of General  Intangibles |   | 24     |
| Section 5.3  |   | Pledged Collateral                                       |   | 25     |
| Section 5.4  |   | Proceeds to be Turned Over to Collateral Agent           |   | 26     |
| Section 5.5  |   | Registration Rights                                      |   | 26     |
| Section 5.6  |   | Deficiency                                               |   | 27     |
| Section 5.7  |   | Grant of Intellectual Property License                   |   | 27     |
|         |   |                                                     |   |   |
|         |   | ARTICLE VI                                               |   |   |
|         |   |                                                     |   |   |
|         |   | THE COLLATERAL  AGENT                                    |   |   |
|         |   |                                                     |   |   |
| Section 6.1  |   | Collateral Agent’s Appointment as Attorney-In-Fact  |   | 28     |
| Section 6.2  |   | Duty of Collateral Agent                                 |   | 30     |
| Section 6.3  |   | Authority to File Financing Statements                   |   | 30     |
| Section 6.4  |   | Authority of Collateral Agent                            |   | 30     |
|         |   |                                                     |   |   |
|         |   | ARTICLE VII                                              |   |   |
|         |   |                                                     |   |   |
|         |   | MISCELLANEOUS                                            |   |   |
|         |   |                                                     |   |   |
| Section 7.1  |   | Amendments in Writing                                    |   | 31     |
| Section 7.2  |   | Notices                                                  |   | 31     |
| Section 7.3  |   | No Waiver by Course of Conduct; Cumulative Remedies      |   | 31     |
| Section 7.4  |   | Successors and Assigns                                   |   | 31     |
| Section 7.5  |   | Counterparts                                             |   | 31     |
| Section 7.6  |   | Severability                                             |   | 32     |
| Section 7.7  |   | Section Headings                                         |   | 32     |
| Section 7.8  |   | Entire Agreement                                         |   | 32     |
| Section 7.9  |   | Governing Law                                            |   | 32     |
| Section 7.10 |   | Submission to Jurisdiction; Service of Process           |   | 32     |
| Section 7.11 |   | Waiver of Jury Trial                                     |   | 33     |
| Section 7.12 |   | Additional Grantors                                      |   | 33     |
| Section 7.13 |   | Release of Collateral                                    |   | 33     |
| Section 7.14 |   | Reinstatement                                            |   | 33     |
| Section 7.15 |   | Enforcement of Liens on Collateral Located in Spain      |   | 34     |

 

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**SECURITYAGREEMENT**

AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”),dated as of May 9, 2007, by Merisant Company, a Delaware corporation (the “Borrower”) and each of the other entitieslisted on the signature pages hereof or which becomes a party hereto pursuantto Section 7.12 (each a “Grantor”and, collectively, the “Grantors”), infavor of Credit Suisse, as agent for the Secured Parties (as defined in theCredit Agreement referred to below) (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of May 9, 2007 (asthe same may be amended, restated, supplemented or otherwise modified from timeto time, the “Credit Agreement”) among the Borrower, Merisant Worldwide,Inc. (“Holdings”), the Lenders and Issuers party thereto, Credit Suisse,as administrative agent for the Lenders and Issuers (in such capacity, the “AdministrativeAgent”) and as Collateral Agent and Credit Suisse Securities (USA) LLC andJefferies Finance LLC as co-arrangers, Credit Suisse Securities (USA) LLC, asbookrunner and Jefferies Finance LLC, as documentation agent have severallyagreed to make extensions of credit to the Borrower upon the terms and subjectto the conditions set forth therein; and

WHEREAS, the Grantors other than the Borrower are party to the Guarantypursuant to which they have guaranteed the Obligations; and

WHEREAS, a condition precedent to the obligation of the Lenders and theIssuers to make their respective extensions of credit to the Borrower under theCredit Agreement that the Grantors shall have executed and delivered thisAgreement to the Collateral Agent;

NOW, THEREFORE, in consideration of the premises and to induce theLenders, the Issuers, the Collateral Agent and the Administrative Agent toenter into the Credit Agreement and to induce the Lenders and the Issuers tomake their respective extensions of credit to the Borrower thereunder, eachGrantor hereby agrees with the Collateral Agent as follows:

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ARTICLE IDEFINED TERMS

Section 1.1             DEFINITIONS.

(a)        Unlessotherwise defined herein, terms defined in the Credit Agreement and used hereinhave the meanings given to them in the Credit Agreement.

(b)        Terms usedherein that are defined in the UCC have the meanings given to them in the UCC,including the following terms (which are capitalized herein):

“ACCOUNT DEBTOR”“ACCOUNTS”“CHATTEL PAPER”“COMMERCIAL TORT CLAIM”“COMMODITY ACCOUNT”“COMMODITY INTERMEDIARY”“CONTROL”“DEPOSIT ACCOUNT”“DOCUMENTS”“ENTITLEMENT HOLDER”“ENTITLEMENT ORDER”“EQUIPMENT”“FINANCIAL ASSET”“FIXTURES”“GENERAL INTANGIBLES”“GOODS”“INSTRUMENTS”“INVENTORY”“INVESTMENT PROPERTY”“LETTER-OF-CREDIT RIGHTS”“PAYMENT INTANGIBLE”“PROCEEDS”“PROMISSORY NOTES”“SECURITY”“SECURITIES ACCOUNT”“SECURITIES INTERMEDIARY”“SECURITY ENTITLEMENT”“SUPPORTING OBLIGATION”

(c)        The followingterms shall have the following meanings:

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“Additional Pledged Collateral”means all shares of, limited and/or general partnership interests in, andlimited liability company interests in, and all securities convertible into,and warrants, options and other rights to purchase or otherwise acquire, stockof, either (i) any Person that, after the date of this Agreement, as a resultof any occurrence, becomes a direct Subsidiary of any Grantor or (ii) anyissuer of Pledged Stock, any Partnership or any LLC that is acquired by anyGrantor after the date hereof; all certificates or other instrumentsrepresenting any of the foregoing; all Security Entitlements of any Grantor inrespect of any of the foregoing; all additional indebtedness from time to timeowed to any Grantor by any obligor on the Pledged Notes and the instrumentsevidencing such indebtedness; and all interest, cash, instruments and otherproperty or Proceeds from time to time received, receivable or otherwisedistributed in respect of or in exchange for any of the foregoing.  Additional Pledged Collateral may be GeneralIntangibles or Investment Property.

“Administrative Agent” has the meaning specified in therecitals.

“Agreement” means this SecurityAgreement.

“Borrower” has the meaning specified in the preamble.

“Cash Collateral Account” meansany Deposit Account or Securities Account established by the Collateral Agentas provided in Section 2.3 in which cash and Cash Equivalents may fromtime to time be on deposit or held therein as provided in Section 5.2 orSection 5.4 of the Credit Agreement.

“Collateral” has the meaningspecified in Section 2.1.

“Collateral Agent” has the meaning specified in the preamble.

“Commodity Account Control Agreement”  means a control agreement reasonablysatisfactory to the Collateral Agent executed by the relevant Grantor and theCollateral Agent and acknowledged and agreed to by the relevant CommodityIntermediary.

“Control Account” means aSecurities Account subject to an effective Securities Account Control Agreementmaintained by any Grantor with an Eligible Securities Intermediary, andincludes all Financial Assets held therein and all certificates andinstruments, if any, representing or evidencing the Financial Assets containedtherein, or a Commodity Account subject to an effective Commodity AccountControl Agreement.

“Copyrights” means (a) allcopyrights arising under the laws of the United States, any other country orany political subdivision thereof, whether registered or unregistered and 

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whether published or unpublished, all registrationsand recordings thereof, and all applications in connection therewith, includingall registrations, recordings and applications in the United States Copyright Officeor in any foreign counterparts thereof and (b) the right to obtain all renewalsthereof.

“Copyright Licenses” means anywritten agreement naming any Grantor as licensor or licensee granting any rightunder any Copyright, including the grant of rights to copy, publicly perform,create derivative works, manufacture, distribute, exploit and sell materialsderived from any Copyright.

“Credit Agreement” has the meaning specified in the recitals.

“Deposit Account Bank” means afinancial institution selected or approved by the Collateral Agent and withrespect to which a Grantor has delivered to the Collateral Agent an executedDeposit Account Control Agreement.

“Deposit Account Control Agreement”means a letter agreement, substantially in the form of Annex 1 (withsuch changes as may be agreed to by the Collateral Agent), executed by theGrantor and the Collateral Agent and acknowledged and agreed to by the relevantDeposit Account Bank.

“Eligible Deposit Account” meansa Deposit Account maintained by any Grantor with a Deposit Account Bank whichDeposit Account is the subject of an effective Deposit Account ControlAgreement, and includes all monies on deposit therein and all certificates andinstruments, if any, representing or evidencing such Deposit Account.

“Eligible Securities Intermediary”means a Securities Intermediary or Commodity Intermediary selected or approvedby the Collateral Agent and with respect to which a Grantor has delivered tothe Collateral Agent an executed Securities Account Control Agreement.

“Grantor” has the meaning specified in the preamble.

“Holdings” has the meaning specified in the recitals.

“Intellectual Property” means,collectively, all rights, priorities and privileges of any Grantor relating tointellectual property, whether arising under United States, multinational orforeign laws or otherwise, including Copyrights, Copyright Licenses, Patents,Patent Licenses, Trademarks, Trademark Licenses and trade secrets, and allrights to sue at law or in equity for any infringement or other impairmentthereof, including the right to receive all proceeds and damages therefrom.

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“Intercompany Note” means anypromissory note evidencing loans made by any Grantor to any of its Subsidiariesor another Grantor.

“Joinder Agreement” shall mean a joinder agreement,substantially in the form of Annex 4.

“LLC” means each limitedliability company.

“LLC Agreement” means eachoperating agreement with respect to an LLC, as each agreement has heretoforebeen and may hereafter be amended, restated, supplemented or otherwise modifiedfrom time to time.

“Material Intellectual Property”means Intellectual Property owned by, licensed to or otherwise used by aGrantor which is material to its business, including those set forth on Schedule5.

“Participations” has the meaning specified in Section 7.15.

“Partnership” means any generalpartnership, limited partnership, limited liability partnership or otherpartnership.

“Partnership Agreement” meanseach partnership agreement governing a Partnership, as each such agreement hasheretofore been and may hereafter be amended, restated, supplemented orotherwise modified.

“Patents” means (a) all letterspatent of the United States, any other country or any political subdivisionthereof and all reissues and extensions thereof, (b) all provisional andnon-provisional applications for letters patent of the United States or anyother country and all divisions, continuations and continuations-in-partthereof, and (c) all rights to obtain any reissues or extensions of the foregoing.

“Patent License” means allagreements, whether written or oral, providing for the grant by or to anyGrantor of any right to manufacture, use, import, sell or offer for sale anyinvention covered in whole or in part by a Patent.

“Pledge Amendment” has the meaning specified in Section 4.4(a).

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“Pledged Collateral” means,collectively, the Pledged Notes, the Pledged Equity Collateral, allcertificates or other instruments representing or evidencing any of theforegoing, and all Security Entitlements of any Grantor in respect of any ofthe foregoing whether or not characterized as General Intangibles or InvestmentProperty.

“Pledged Equity Collateral”means, collectively, the Pledged Stock, the Pledged Partnership Interests, thePledged LLC Interests, any other Investment Property of any Grantor, allcertificates or other instruments representing any of the foregoing and allSecurity Entitlements of any Grantor in respect of any of the foregoing.

“Pledged LLC Interests” means allof any Grantor’s right, title and interest as a member of any LLC and all ofsuch Grantor’s right, title and interest in, to and under any LLC Agreement towhich it is a party, including those set forth on Schedule 2.

“Pledged Notes” means all right,title and interest of any Grantor, in Instruments or Promissory Notesevidencing such indebtedness including all indebtedness for money owed to suchGrantor and all other indebtedness described on Schedule 2, issued bythe obligors named therein.

“Pledged Partnership Interests”means all right, title and interest of any Grantor in any Partnerships and allright, title and interest of any Grantor in, to and under any PartnershipAgreements to which it is a party, including those set forth on Schedule 2.

“Pledged Stock” means the sharesof Stock owned by each Grantor, including all shares of Stock listed on Schedule2; provided, however, that only the outstanding Voting Stockof an Excluded Foreign Subsidiary possessing up to but not exceeding 65% of thevoting power of all classes of Stock of such Excluded Foreign Subsidiaryentitled to vote shall be deemed to be pledged hereunder.

“Related Contract” means eachsecurity agreement, lease and other contract securing or otherwise relating toany Account.

“Secured Obligations” means, (a) in the case of the Borrower,the Obligations, and, (b) in the case of any other Loan Party, the obligationsof such Loan Party and each other Loan Party under the Guaranty and the otherLoan Documents to which it is a party.

“Securities Account Control Agreement”means a letter agreement, substantially in the form of Annex 2 (withsuch changes as may be agreed to by the Collateral Agent), executed by therelevant Grantor and the Collateral Agent and acknowledged and agreed to by therelevant Eligible Securities Intermediary.

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“Securities Act” means theSecurities Act of 1933, as amended.

“Trademarks” means (a) alltrademarks, trade names, corporate names, company names, business names,fictitious business names, trade styles, service marks, logos and other indicatorsof the source of goods and services, and all goodwill associated therewith, nowexisting or hereafter adopted or acquired, all registrations and recordingsthereof, and all applications in connection therewith, whether in the UnitedStates Patent and Trademark Office or in any similar office or agency of theUnited States, any State thereof or any other country or any politicalsubdivision thereof, or otherwise, and all common-law rights related thereto,and (b) the right to obtain all renewals thereof.

“Trademark License” means anyagreement, whether written or oral, providing for the grant by or to anyGrantor of any right to use any Trademark.

“Trigger Date” has the meaningspecified in Section 4.5.

“UCC” means the UniformCommercial Code as from time to time in effect in the State of New York; provided,however, that in the event that, by reason of mandatory provisions oflaw, any or all of the perfection or priority of the Collateral Agent’s and theSecured Parties’ security interest in any Collateral is governed by the UniformCommercial Code as in effect in a jurisdiction other than the State of NewYork, the term “UCC’ shall mean the Uniform Commercial Code as in effect insuch other jurisdiction for purposes of the provisions hereof relating to suchperfection or priority and for purposes of definitions related to suchprovisions; provided, further, that if the UCC is amended after the datehereof, such amendment will not be given effect for the purposes of thisAgreement if and to the extent the result of such amendment would be to limitor eliminate any item of Collateral.

“Vehicles” means all vehiclescovered by a certificate of title law of any state.

Section 1.2             Certain Other Terms.

(a)        In thisAgreement, in the computation of periods of time from a specified date to alater specified date, the word “from” means “from and including” and the words “to”and “until” each mean “to but excluding” and the word “through” means “to andincluding.”

(b)        The words “herein,”“hereof,” “hereto” and “hereunder” and similar words refer to this Agreement asa whole and not to any particular Article, Section, subsection or clause inthis Agreement.

 

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(c)        Referencesherein to an Annex, Schedule, Article, Section, subsection or clause refer tothe appropriate Annex or Schedule to, or Article, Section, subsection or clausein this Agreement.

(d)        The meaningsgiven to terms defined herein shall be equally applicable to both the singularand plural forms of such terms.

(e)        Where thecontext requires, provisions relating to the Collateral or any part thereof,when used in relation to a Grantor, shall refer to such Grantor’s Collateral orthe relevant part thereof.

(f)         Anyreference in this Agreement to a Loan Document shall include all appendices,exhibits and schedules thereto, and, unless specifically stated otherwise allamendments, restatements, supplements or other modifications thereto, and asthe same may be in effect at any and all times such reference becomesoperative.

(g)        The term “including”means “including without limitation” except when used in the computation oftime periods.

(h)        The term “or”has, except where otherwise indicated, the inclusive meaning represented by thephrase “and/or”.

(i)         The terms “Lender,”“Issuer,” “Collateral Agent              ,”“Administrative Agent” and “Secured Party” include their respective successors.

(j)         Referencesin this Agreement to any statute shall be to such statute as amended ormodified and in effect from time to time.

ARTICLE IIGRANT OF SECURITY INTEREST

Section 2.1             Collateral.  For the purposes of this Agreement, all ofthe following property now owned or at any time hereafter acquired by a Grantoror in which a Grantor now has or at any time in the future may acquire anyright, title or interest is collectively referred to as the “Collateral”:

(a)        all Accounts;

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(b)        allInventory;

(c)        allEquipment;

(d)        all Goods,including, without limitation, Inventory, Equipment and Fixtures;

(e)        all GeneralIntangibles, including all Payment Intangibles;

(f)         allInvestment Property, including all Control Accounts, Securities Accounts andCommodities Accounts;

(g)        allDocuments, Instruments, Chattel Paper and Letter-of-Credit Rights;

(h)        all cash andDeposit Accounts (including any Eligible Deposit Accounts);

(i)         allIntellectual Property;

(j)         all CashCollateral Accounts;

(k)        all PledgedCollateral;

(l)         allVehicles;

(m)       all SupportingObligations;

(n)        allCommercial Tort Claims, including those listed on Schedule 7;

(o)        all books andrecords pertaining to the other property described in this Section 2.1;

(p)        all otherpersonal property of such Grantor whether tangible or intangible whereverlocated;

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(q)        all propertyof any Grantor held by the Collateral Agent or any other Secured Party,including all property of every description, in the possession or custody of orin transit to Collateral Agent or such Secured Party for any purpose, includingsafekeeping, collection or pledge, for the account of such Grantor, or as towhich such Grantor may have any right or power; and

(r)         to theextent not otherwise included, all Proceeds and products of each of theforegoing and all accessions to, substitutions and replacements for, and rents,profits and products of, each of the foregoing, any and all proceeds of anyinsurance, indemnity, warranty or guaranty payable to the Grantor from time totime with respect to any of the foregoing.

Section 2.2             Grant of Security Interest inCollateral.  Each Grantor, ascollateral security for the full, prompt and complete payment and performancewhen due (whether at stated maturity, by acceleration or otherwise) of theSecured Obligations of such Grantor, hereby collaterally assigns, mortgages,pledges and hypothecates to the Collateral Agent for the benefit of the SecuredParties, and grants to the Collateral Agent for the benefit of the SecuredParties a lien on and security interest in, all of its right, title andinterest in, to and under the Collateral of such Grantor.

Section 2.3             Cash Collateral Accounts.  The Collateral Agent may from time to timeestablish one or more other Deposit Accounts and one or more SecuritiesAccounts with such depositaries and Securities Intermediaries as it, in itssole discretion, shall determine for purposes of Sections 2.4(b), 2.13(f) or7.3 of the Credit Agreement or otherwise. Each such account shall be in the name of the Collateral Agent (but mayalso have words referring to the Borrower and the account’s purpose).  The Grantors agree that each such accountshall be under the sole dominion and control of the Collateral Agent andsubject to a control agreement substantially in the form of Annex 1 forDeposit Accounts and Annex 2 for Securities Accounts.  The Collateral Agent shall be the EntitlementHolder with respect to each such Securities Account and the only Personauthorized to give Entitlement Orders with respect thereto.  Without limiting the foregoing, funds ondeposit in any Cash Collateral Account may be invested in Cash Equivalents atthe direction of the Collateral Agent and, except during the continuance of anEvent of Default, the Collateral Agent agrees with the Grantor to issueEntitlement Orders for such investments in Cash Equivalents as requested by theBorrower; provided, however, that the Collateral Agent shall nothave any responsibility for, or bear any risk of loss of, any such investmentor income thereon.  Neither the Borrowernor any other Loan Party or Person claiming on behalf of or through theBorrower or any other Loan Party shall have any right to demand payment of anyof the funds held in any Cash Collateral Account at any time an Event ofDefault shall have occurred and be continuing. The Collateral Agent shall apply all funds on deposit in a CashCollateral Account as provided in the Credit Agreement and, except during thecontinuance of an Event of Default, agrees to cause any funds remaining ondeposit therein after all Obligations then due and payable have been satisfied(other than any funds deposited in accordance with clause (x)(B)(ii) or clause(y)(B)(ii) of Section 2.4(b) of the Credit Agreement) at the written directionof the Borrower.

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ARTICLE IIIREPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Issuers, the Administrative Agent and theCollateral Agent to enter into the Credit Agreement, each Grantor herebyrepresents and warrants to the Collateral Agent and the other Secured Partiesthat:

Section 3.1             Title; No Other Liens.  Except for the Lien granted to the CollateralAgent pursuant to this Agreement and the other Liens permitted to exist on theCollateral (other than the Pledged Stock or the Pledged Notes) under Section6.3 of the Credit Agreement, such Grantor is the record and beneficial owner ofthe Collateral pledged by it hereunder free and clear of any and allLiens.  For the avoidance of doubt, it isunderstood and agreed that such Grantor may, as part of its business, grantlicenses to third parties to use Intellectual Property owned or developed bysuch Grantor.  For purposes of thisAgreement and the other Loan Documents, such licensing activity shall notconstitute a “Lien” on such Intellectual Property.

Section 3.2             Perfection and Priority.  Upon completion of the filings and otheractions specified on Schedule 3 hereto, which, in the case of allfilings and other documents referred to on such Schedule, have been deliveredto the Collateral Agent in completed and, where required, duly executed form,the security interest granted pursuant to this Agreement constitutes a validand continuing first priority perfected security interest in favor of theCollateral Agent on behalf of the Secured Parties in the Collateral.  Such security interest is prior to all otherLiens on the Collateral except (other than with respect to the Pledged Stock orthe Pledged Notes) for Liens which have priority over the Collateral Agent’sLien as permitted under Section 6.3 of the Credit Agreement.

Section 3.3             State of Incorporation; ChiefExecutive Office.

(a)        Except as setforth on Schedule 1, within the five-year period preceding the AmendmentClosing Date such Grantor has not had, or operated in any jurisdiction under,any trade name, fictitious name or other name other than its legal name.

(b)        On theAmendment Closing Date, such Grantor’s legal name, jurisdiction oforganization, organizational identification number, if any, and the location ofsuch Grantor’s chief executive office or sole place of business are specifiedon Schedule 1.

Section 3.4             Inventory and Equipment.  On the Amendment Closing Date, such Grantor’sInventory and Equipment (other than mobile goods and Inventory or Equipment intransit) are kept at the locations listed on Schedule 4.

Section 3.5             Pledged Collateral.

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(a)        The PledgedStock, Pledged Partnership Interests and Pledged LLC Interests pledgedhereunder by such Grantor and listed on Schedule 2 constitute thatpercentage of the issued and outstanding equity of all classes of each issuerthereof as set forth on Schedule 2.

(b)        All of thePledged Stock, Pledged Partnership Interests and Pledged LLC Interests held bysuch Grantor as of the Amendment Closing Date are listed on Schedule 2and have been duly and validly issued and are fully paid and nonassessable.

(c)        The PledgedNotes pledged hereunder by such Grantor, being all of the Pledged Notes held bysuch Grantor are listed on Schedule 2.

(d)        (i) Each ofthe Pledged Notes, as to which the Borrower or any Subsidiary is an obligor,constitutes the legal, valid and binding obligation of the obligor with respectthereto, enforceable in accordance with its terms, subject to the effects ofbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium andother similar laws relating to or affecting creditors’ rights generally, andgeneral equitable principles (whether considered in a proceeding in equity orat law); and (ii) to the best knowledge of any Grantor that is a holderthereof, each other Pledged Note constitutes the legal, valid and bindingobligation of the obligor with respect thereto, enforceable in accordance withits terms, subject to the effects of bankruptcy, insolvency, fraudulentconveyance, reorganization, moratorium and other similar laws relating to oraffecting creditors’ rights generally, and general equitable principles(whether considered in a proceeding in equity or at law).

(e)        All PledgedCollateral and, if applicable, any Additional Pledged Collateral, consisting ofcertificated securities or Instruments (other than as specified in Section4.7) has been delivered to the Collateral Agent in accordance with Section4.4(a).

(f)         All PledgedCollateral held by a Securities Intermediary in a Securities Account is (or, atall times after the Trigger Date specified in Section 4.5, will be) in aControl Account.

(g)        Other thanthe Pledged Partnership Interests and the Pledged LLC Interests that constituteGeneral Intangibles, there is no Pledged Collateral other than that representedby certificated securities or Instruments in the possession of the CollateralAgent or its bailee or agent or that consisting of Financial Assets that are(or, at all times after the Trigger Date specified in Section 4.5, willbe) held in a Control Account.  EachPledged Partnership Interest and Pledged LLC Interest is not traded onsecurities exchanges or in securities markets and is not “investment companysecurities” (as defined in section 8-103(b) of the UCC).  The LLC Agreements or Partnership Agreements,as applicable, pledged hereunder do not provide and shall not be amended toprovide, certificates representing such LLC or Partnership interests,

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asapplicable, and does not otherwise provide and shall not be amended otherwiseto provide that such interests are securities governed by the UCC.

(h)        No Personother than the Collateral Agent has Control over any Investment Property ofsuch Grantor.

(i)         Each LLCAgreement governing any Pledged LLC Interest and each Partnership Agreementgoverning any Pledged Partnership Interest provide that, upon the occurrenceand during the continuance of an Event of Default, the Collateral Agent shallbe entitled to exercise all of the rights of the Grantor granting the securityinterest therein, and that a transferee or assignee of a membership interest orpartnership interest, as the case may be, of such LLC or Partnership, as thecase may be, shall become a member or partner, as the case may be, of such LLCor Partnership, as the case may be, entitled to participate in the managementthereof and, upon the transfer of the entire interest of such Grantor, suchGrantor ceases to be a member or partner, as the case may be.

(j)         The sharesof Pledged Stock pledged by such Grantor hereunder constitute all the issuedand outstanding shares of all classes of the Capital Stock of each Subsidiaryof Holdings or the Borrower owned by such Grantor or, solely in the case of anyVoting Stock of any Excluded Foreign Subsidiary, at least 65% of the VotingStock of such Excluded Foreign Subsidiary.

Section 3.6             Accounts.  No amount payable to such Grantor under or inconnection with any Account is evidenced by any Instrument or Chattel Paperwhich has not been delivered to the Collateral Agent, properly endorsed fortransfer, to the extent delivery is required by Section 4.4.

Section 3.7             Intellectual Property.

(a)        Schedule 5is a complete and accurate list of all Material Intellectual Property of suchGrantor on the date hereof, separately identifying that which is owned by suchGrantor and that which is licensed to such Grantor.  The Material Intellectual Property set forthon Schedule 5 for such Grantor constitutes all of the intellectualproperty rights necessary for such Grantor to conduct its business as it iscurrently conducted and contemplated to be conducted.

(b)        Such Grantoris the sole and exclusive owner of the entire right and interest in and to allIntellectual Property on Schedule 5 that is owned by such Grantor.

(c)        On the datehereof, all Material Intellectual Property owned by such Grantor is valid,subsisting, unexpired and enforceable, has not been adjudged invalid and has

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not beenabandoned, opposed or cancelled or otherwise challenged, in whole or inpart.  The conduct of business of suchGrantor does not infringe the Intellectual Property rights of any other Personand no claim has been asserted or is currently pending or alleging suchinfringement and to the knowledge of the Grantor, there is no basis for such aclaim.

(d)        Except as setforth in Schedule 5, on the Amendment Closing Date, none of the MaterialIntellectual Property owned by such Grantor is the subject of any licensing orfranchise agreement pursuant to which such Grantor is the licensor orfranchisor.

(e)        No holding,decision or judgment has been rendered by any Governmental Authority that wouldlimit, cancel or question the validity or enforceability of, or such Grantor’srights in, any Material Intellectual Property.

(f)         No action orproceeding seeking to limit, cancel or question the validity or enforceabilityof any Material Intellectual Property owned by such Grantor or such Grantor’sownership interest therein is on the date hereof pending or, to the knowledgeof such Grantor, threatened and, to such Grantor’s knowledge, there is no basisfor such an action or proceeding.  Thereare no claims, judgments or settlements to be paid by such Grantor relating tothe Material Intellectual Property nor any injunctions issued limiting orbarring use of any Material Intellectual Property.

(g)        No action orproceeding seeking to limit, cancel or question the validity of anyintellectual property rights of any other Person or such Person’s ownershipinterest therein is on the date hereof pending or threatened by such Grantorand, to the best of such Grantor’s knowledge, there is no basis for such anaction or proceeding.  No claim has beenasserted or is currently pending by such Grantor alleging the conduct of anyother Person is infringing the Intellectual Property of such Grantor and, tothe knowledge of such Grantor, no basis exists for such a claim.

Section 3.8             Deposit Accounts; SecuritiesAccounts; Commodity Accounts; Commercial Tort Claims.  The only Deposit Accounts, SecuritiesAccounts or Commodity Accounts maintained by any Grantor on the AmendmentClosing Date are those listed on Schedule 6, which sets forth suchinformation separately for each Grantor. On the Amendment Closing Date, no Grantor holds any Commercial TortClaims having a value individually or in the aggregate in excess of $5,000,000except as specified on Schedule 7.

Section 3.9             Letter-of-Credit Rights.  Such Grantor is not a beneficiary or assigneeunder any letter of credit other than the letters of credit described on Schedule8.  Each letter of credit listed on Schedule8 constitutes a Supporting Obligation for another item of the Collateral.

Section 3.10           Vehicles.  All Vehicles owned by such Grantor are listedon Schedule 9.

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ARTICLE IVCOVENANTS

As long as any of the Obligations (other than indemnity orreimbursement obligations not then payable) or the Commitments remainoutstanding, unless the Requisite Lenders otherwise consent in writing, eachGrantor agrees with the Collateral Agent that:

Section 4.1             Generally.  Such Grantor shall (a) except for thesecurity interest created by this Agreement, not create or suffer to exist anyLien upon or with respect to any of the Collateral, except Liens permittedunder Section 6.3 of the Credit Agreement; (b) not use or permit anyCollateral to be used unlawfully or in violation of any provision of thisAgreement, any other Loan Document, any Requirement of Law, any ContractualObligation, any Related Document or any policy of insurance covering theCollateral; (c) not sell, transfer or assign (by operation of law or otherwise)any Collateral except as permitted under the Credit Agreement; (d) except forthe Loan Documents, not enter into any agreement or undertaking restricting theright or ability of such Grantor or the Collateral Agent to sell, assign ortransfer any of the Collateral except as permitted under the Credit Agreement;and (e) promptly notify the Collateral Agent of its entry into any agreement orassumption of undertaking that restricts the ability to sell, assign ortransfer any of the Collateral, other than such agreements or assumptions ofundertaking entered into in the ordinary course of business and consistent withpast practices.

Section 4.2             Maintenance of PerfectedSecurity Interest; Further Documentation.

(a)        Such Grantorwill maintain the security interest created by this Agreement as a perfectedsecurity interest having at least the priority described in Section 3.2and shall defend such security interest against the claims and demands of allPersons (other than Persons holding Liens expressly permitted by Section 6.3of the Credit Agreement).

(b)        Such Grantorwill furnish to the Collateral Agent from time to time statements and schedulesfurther identifying and describing the Collateral and such other reports inconnection with the Collateral as the Collateral Agent may reasonably request,all in reasonable detail.  At any timeand from time to time, upon the written request of the Collateral Agent, and atthe sole expense of such Grantor, such Grantor will promptly and duly executeand deliver, and have recorded, such further instruments and documents and takesuch further action as the Collateral Agent may reasonably request for thepurpose of obtaining or preserving the full benefits of this Agreement and ofthe rights and powers herein granted, including the filing of any financing orcontinuation statement under the UCC (or other similar laws) in effect in anyjurisdiction with respect to the security interest created hereby and theexecution and delivery of Securities Account Control Agreements and DepositAccount Control Agreements or otherwise taking any actions necessary to enablethe Collateral Agent to obtain Control with respect to any Collateral.

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                Section 4.3             Changes in Locations, Name, etc.

(a)        Except upon15 days’ prior written notice to the Collateral Agent and delivery to theCollateral Agent of (i) all additional executed financing statements and otherdocuments reasonably requested by the Collateral Agent to maintain thevalidity, perfection and priority of the security interests provided for hereinand (ii) if applicable, a written supplement to Schedule 4 showing anyadditional location (or change in location) at which Inventory or Equipmentshall be kept, such Grantor will not:

(i)    permitany of the Inventory or Equipment having a Fair Market Value of more than$5,000,000 to be kept at a location other than those listed on Schedule 4;

(ii)   changeits jurisdiction of incorporation or the location of its chief executive officeor sole place of business from that referred to in Section 3.3; or

(iii)  changeits name, identity or corporate structure to such an extent that any financingstatement filed in connection with this Agreement would become misleading.

(b)        Such Grantorwill keep and maintain at its own cost and expense satisfactory and completerecords of the Collateral, including a record of all payments received and allcredits granted with respect to the Collateral and all other dealings with theCollateral.  If requested by theCollateral Agent at any time after the occurrence and during the continuance ofan Event of Default, the security interest of the Collateral Agent shall benoted on the certificate of title of each Vehicle.

                Section 4.4             Pledged Collateral.

(a)        Such Grantorwill (i) deliver to the Collateral Agent, all certificates or Instrumentsrepresenting or evidencing any Pledged Collateral (including Additional PledgedCollateral), whether now existing or hereafter acquired, in suitable form fortransfer by delivery or, as applicable, accompanied by such Grantor’sendorsement, where necessary, or duly executed instruments of transfer orassignment in blank, all in form and substance satisfactory to the CollateralAgent, together, in respect of any Additional Pledged Collateral, with a PledgeAmendment, duly executed by the Grantor, in substantially the form of Annex3 (a “Pledge Amendment”) or suchother documentation acceptable to the Collateral Agent, and (ii) from and afterthe Trigger Date, maintain all other Pledged Collateral constituting InvestmentProperty in a Control Account.  SuchGrantor authorizes the Collateral Agent to attach each Pledge Amendment to thisAgreement.  The Collateral Agent shallhave the right, at any time in its 

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discretionand without notice to the Grantor, to transfer to or to register in its name orin the name of its nominees any or all of the Pledged Collateral.  The Collateral Agent shall have the right atany time after the occurrence and during the continuance of an Event of Defaultto exchange any certificate or instrument representing or evidencing anyPledged Collateral for certificates or instruments of smaller or largerdenominations.

(b)        Except asprovided in Article V, such Grantor shall be entitled to receive allcash dividends paid in respect of the Pledged Equity Collateral (other thanliquidating or distributing dividends). Any other sums paid upon or in respect of any Pledged Collateral,including any sums paid upon the liquidation or dissolution of any issuer ofany of the Pledged Collateral, any distribution of capital made on or inrespect of any of the Pledged Equity Collateral or any property distributedupon or with respect to any of the Pledged Equity Collateral pursuant to the recapitalizationor reclassification of the capital of any issuer of Pledged Collateral orpursuant to the reorganization thereof shall, unless otherwise subject to aperfected security interest in favor of the Collateral Agent, be delivered tothe Collateral Agent to be held by it hereunder as additional collateralsecurity for the Secured Obligations.  Ifany sum of money or property so paid or distributed in respect of any of thePledged Collateral shall be received by such Grantor, such Grantor shall, untilsuch money or property is paid or delivered to the Collateral Agent, hold suchmoney or property in trust for the Collateral Agent, segregated from otherfunds of such Grantor, as additional security for the Secured Obligations.

(c)        Except asprovided in Article V, such Grantor will be entitled to exercise allvoting, consent, corporate partnership or limited liability company rights withrespect to the Pledged Equity Collateral. Notwithstanding the foregoing, such Grantor shall not, without the priorwritten consent of the Collateral Agent, (a) cast any vote, give any consent,exercise any right or take any other action which would impair the Collateralor which would be inconsistent with or result in any violation of any provisionof the Credit Agreement, this Agreement, any other Loan Document or anyContractual Obligation or (b) (i) enable or permit any issuer of Pledged EquityCollateral to issue any stock or other equity securities of any nature or toissue any other securities convertible into or granting the right to purchaseor exchange for any stock or other equity securities of any nature of anyissuer of Pledged Equity Collateral, (ii) sell, assign, transfer, exchange orotherwise dispose of, or grant any option with respect to the Pledged EquityCollateral or the Proceeds therefrom (except pursuant to a transactionexpressly permitted by the Credit Agreement), (iii) create, incur or permit toexist any Lien or option in favor of, or any claim of any Person with respectto, any Pledged Equity Collateral or Proceeds thereof, or any interest therein,except for the security interest created by this Agreement, or (iv) enter intoany agreement or undertaking restricting the right or ability of the CollateralAgent or (except for the Senior Subordinated Notes Indenture and the SeniorSubordinated Discount Notes Indenture) such Grantor to sell, assign or transferany of the Pledged Equity Collateral or the Proceeds thereof.

(d)        Such Grantorshall not grant to any Person other than the Collateral Agent, and shall notpermit any Person other than the Collateral Agent to have, Control over any

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DepositAccount or Investment Property, except to the extent permitted under Section6.3(j) of the Credit Agreement.

(e)        In the caseof each Grantor which is an issuer of Pledged Collateral, such Grantor agreesto be bound by the terms of this Agreement relating to the Pledged Collateralissued by it and will comply with such terms insofar as such terms areapplicable to it.  In the case of eachGrantor which is a partner in a Partnership, such Grantor hereby consents tothe extent required by the applicable Partnership Agreement to the pledge byeach other Grantor, pursuant to the terms hereof, of the Pledged PartnershipInterests in such Partnership and to the transfer of such Pledged PartnershipInterests to the Collateral Agent or its nominee and to the substitution of theCollateral Agent or its nominee as a substituted partner in such Partnershipwith all the rights, powers and duties of a general partner or a limitedpartner, as the case may be.  In the caseof each Grantor which is a member of an LLC, such Grantor hereby consents tothe extent required by the applicable LLC Agreement to the pledge by each otherGrantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLCand to the transfer of such Pledged LLC Interests to the Collateral Agent orits nominee and to the substitution of the Collateral Agent or its nominee as asubstituted member of the LLC with all the rights, powers and duties of amember of the LLC in question.

(f)         Such Grantorwill not agree to any amendment of an LLC Agreement or Partnership Agreementthat in any way adversely affects the perfection of the security interest ofthe Collateral Agent in the Pledged Equity Collateral pledged by such Grantorhereunder, including any amendment electing to treat the membership interest orpartnership interest of such Grantor as a security under Section 8-103of the UCC.

Section 4.5             Control Accounts; EligibleDeposit Accounts.  At all times afterthe date (the “Trigger Date”) that is theearlier of (i) the date 10 Business Days after the written request of theCollateral Agent, or (ii) if on the date of such request an Event of Defaulthas occurred and is continuing, the date of such request:

(a)        Such Grantorwill (i) deposit in an Eligible Deposit Account all cash and all Proceedsreceived by such Grantor, (ii) not establish or maintain any Securities Accountor Commodity Account that is not a Control Account and (iii) not establish or maintainany account with any financial or other institution other than a DepositAccount Bank, a Lender or an Affiliate of a Lender; provided, however,that any Grantor may maintain payroll, withholding tax and other fiduciaryaccounts.

(b)        Such Grantorshall instruct each Account Debtor or other Person obligated to make a paymentto such Grantor to make payment, or to continue to make payment, as the casemay be, to an Eligible Deposit Account and will deposit in an Eligible DepositAccount all Proceeds received by such Grantor from any other Person immediatelyupon receipt.

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(c)        In the event(i) such Grantor or any Eligible Securities Intermediary, CommodityIntermediary or Deposit Account Bank shall, after the date hereof, terminate anagreement with respect to the maintenance of a Control Account or an EligibleDeposit Account for any reason, (ii) the Collateral Agent shall demand suchtermination as a result of the failure of an Eligible Securities Intermediary,Commodity Intermediary or Deposit Account Bank to comply with the terms of theapplicable Securities Account Control Agreement , Commodity Account ControlAgreement or Deposit Account Control Agreement, or (iii) the Collateral Agentdetermines in its sole discretion that the financial condition of an EligibleSecurities Intermediary or Deposit Account Bank, as the case may be, hasmaterially deteriorated, such Grantor agrees to notify all of its obligors thatwere making payments to such terminated Control Account or Eligible DepositAccount, as the case may be, to make all future payments to another ControlAccount or Eligible Deposit Account, as the case may be.

                Section 4.6             Accounts.

(a)        Such Grantorwill not, other than in the ordinary course of business consistent with itspast practice, (i) grant any extension of the time of payment of any Account,(ii) compromise or settle any Account for less than the full amount thereof,(iii) release, wholly or partially, any Person liable for the payment of anyAccount, (iv) allow any credit or discount on any Account, or (v) amend,supplement or modify any Account in any manner that could adversely affect thevalue thereof.

(b)        TheCollateral Agent shall have the right to make test verifications of theAccounts in any manner and through any medium that it reasonably considersadvisable, and such Grantor shall furnish all such assistance and informationas the Collateral Agent may reasonably require in connection therewith.  At any time and from time to time, upon the CollateralAgent’s request and at the expense of the relevant Grantor, such Grantor shallcause independent public accountants or others satisfactory to the CollateralAgent to furnish to the Collateral Agent reports showing reconciliations, agingand test verifications of, and trial balances for, the Accounts; provided,however, that unless an Event of Default shall be continuing, theCollateral Agent shall request no more than four such reports during anycalendar year.

(c)        Such Grantorwill deliver to the Collateral Agent a copy of each material demand, notice ordocument received by it that questions or calls into doubt the validity orenforceability of more than 5% of the aggregate amount of the then outstandingReceivables.

                Section 4.7             Delivery of Instruments andChattel Paper.  If any amount payableunder or in connection with any of the Collateral owned by such Grantor shallbe or become evidenced by an Instrument or Chattel Paper (other than anyInstrument or Chattel Paper which, together with any other Instruments orChattel Paper excluded pursuant to this clause, has an aggregate principalamount not in excess of $100,000), such Grantor shall promptly deliver suchInstrument or Chattel Paper to the Collateral Agent, duly indorsed in a mannersatisfactory to the Collateral Agent, or, if consented to by the CollateralAgent, shall mark all such Instruments and 

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Chattel Paper with the following legend:  “This writing and the obligations evidencedor secured hereby are subject to the security interest of Credit Suisse, asCollateral Agent for the Secured Parties”.

                Section 4.8             Intellectual Property.

(a)        Such Grantor(either itself or through licensees) will (i) continue to use each Trademarkthat is Material Intellectual Property in order to maintain such Trademark infull force and effect with respect to each class of goods for which suchTrademark is currently used, free from any claim of abandonment for non-use,(ii) maintain the quality of products and services offered under such Trademarkas of the date hereof, (iii) use such Trademark with the appropriate notice ofregistration and all other notices and legends required by applicableRequirements of Law, (iv) not adopt or use any mark which is confusinglysimilar or a colorable imitation of such Trademark unless the Collateral Agentshall obtain a perfected security interest in such mark pursuant to thisAgreement and (v) not (and not permit any licensee or sublicensee thereof to)do any act or knowingly omit to do any act whereby such Trademark may becomeinvalidated or impaired in any way or destroy or otherwise tarnish the goodwillassociated with any Trademark.

(b)        Such Grantor(either itself or through licensees) will not do any act, or omit to do anyact, whereby any Patent which is Material Intellectual Property may becomeforfeited, abandoned or dedicated to the public.

(c)        Such Grantor(either itself or through licensees) (i) will not (and will not permit anylicensee or sublicensee thereof to) do any act or omit to do any act wherebyany portion of the Copyrights which is Material Intellectual Property maybecome invalidated or otherwise impaired and (ii) will not (either itself orthrough licensees) do any act or omit to do any act whereby any portion of theCopyrights that are Material Intellectual Property may fall into the publicdomain.

(d)        Such Grantor(either itself or through licensees) will not do any act, or omit to do anyact, whereby any trade secret which is Material Intellectual Property maybecome publicly available or otherwise unprotectable.

(e)        Such Grantor(either itself or through licensees) will not do any act that knowinglyinfringes the intellectual property rights of any other Person.

(f)         Such Grantorwill notify the Collateral Agent immediately if it knows, or has reason toknow, that any application or registration relating to any MaterialIntellectual Property may become forfeited, abandoned or dedicated to thepublic, or of any adverse determination or development (including theinstitution of, or any such determination or 

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developmentin, any proceeding in the United States Patent and Trademark Office, the UnitedStates Copyright Office or any court or tribunal in any country) regarding suchGrantor’s ownership of, right to use, interest in, or the validity of, anyMaterial Intellectual Property or such Grantor’s right to register the same orto own and maintain the same.

(g)        Whenever suchGrantor, either by itself or through any agent, licensee or designee, shallfile an application for the registration of any Intellectual Property with theUnited States Patent and Trademark Office, the United States Copyright Officeor any similar office or agency within or outside the United States, suchGrantor shall report such filing to the Collateral Agent within five BusinessDays after the last day of the fiscal quarter in which such filing occurs.  Upon the request of the Collateral Agent,such Grantor shall execute and deliver, and have recorded, any and allagreements, instruments, documents, and papers as the Collateral Agent mayrequest to evidence the Collateral Agent’s security interest in any Copyright,Patent or Trademark and the goodwill and general intangibles of such Grantorrelating thereto or represented thereby.

(h)        Such Grantorwill take all reasonable actions necessary or requested by the CollateralAgent, including in any proceeding before the United States Patent andTrademark Office, the United States Copyright Office or any similar office oragency, to maintain and pursue each application (and to obtain the relevantregistration) and to maintain each registration of any Copyright, Trademark orPatent that is Material Intellectual Property, including filing of applicationsfor renewal, affidavits of use, affidavits of incontestability and oppositionand interference and cancellation proceedings.

(i)         In the eventthat any Material Intellectual Property is infringed upon or misappropriated ordiluted by a third party, such Grantor shall notify the Collateral Agentpromptly after such Grantor learns thereof. Such Grantor shall take appropriate action in response to suchinfringement, misappropriation or dilution, as determined in the exercise ofreasonable business judgment, including promptly bringing suit forinfringement, misappropriation or dilution and to recover any and all damagesfor such infringement, misappropriation or dilution, and shall take such otheractions as may be appropriate in its reasonable judgment under thecircumstances to protect such Material Intellectual Property.

(j)         Unlessotherwise agreed to by the Collateral Agent, such Grantor will execute anddeliver to the Collateral Agent on the Amendment Closing Date for filing in (i)the United States Copyright Office a short-form copyright security agreement inthe form attached hereto as Annex 5, (ii) the United States Patent andTrademark Office a short-form patent security agreement in the form attachedhereto as Annex 6 and (iii) the United States Patent and TrademarkOffice a short-form trademark security agreement in form attached hereto as Annex7.

Section 4.9             Vehicles.  Upon the request of the Collateral Agent,within 30 days after the date of such request and, with respect to any Vehiclesacquired by such Grantor subsequent to the date of any such request, within 30days after the date of acquisition thereof,

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such Grantor shall file all applications forcertificates of title/ownership indicating the Collateral Agent’s firstpriority security interest in the Vehicle covered by such certificate, and anyother necessary documentation, in each office in each jurisdiction which theCollateral Agent shall reasonably deem advisable to perfect its securityinterests in the Vehicles.

Section 4.10           Payment of Obligations.  Such Grantor will pay and discharge orotherwise satisfy at or before maturity or before they become delinquent, asthe case may be, all lawful governmental claims, taxes, assessments, chargesand levies, imposed upon the Collateral or in respect of income and profitstherefrom, as well as all claims of any kind (including claims for labor,materials and supplies) against or with respect to the Collateral, except wherecontested in good faith, by proper proceedings and adequate reserves thereforhave been established on the books of such Grantor in conformity with GAAP andexcept to the extent the failure to do so would not, in the aggregate, bereasonably expected to have a Material Adverse Effect.

Section 4.11           Commercial Tort Claims.  If such Grantor shall at any time hold oracquire a Commercial Tort Claim other than or in addition to those set forth onSchedule 7 relating to any of the Collateral and having a valueindividually or in the aggregate in excess of $5,000,000 (each such CommercialTort Claim, an “Additional Commercial Tort Claim”),such Grantor shall promptly notify the Collateral Agent in a writingauthenticated by such Grantor of the brief details of such AdditionalCommercial Tort Claim.  Such Grantorshall grant to the Collateral Agent in such writing a security interest in suchAdditional Commercial Tort Claim and in the Proceeds thereof, all in accordancewith and subject to the terms of this Agreement and such writing shall be inform and substance reasonably satisfactory to the Collateral Agent.  Each Grantor hereby agrees to execute anddeliver any additional documents or instruments, including any financingstatements or amendments to any then existing financing statements, that theCollateral Agent reasonably deems necessary to create, perfect and protect theCollateral Agent’s Lien on and security interest in such Additional CommercialTort Claim.

Section 4.12           Letter of Credit Rights.  If any Grantor is at any time a beneficiaryof a letter of credit that has a face amount individually or in the aggregatein excess of $250,000 now or hereafter issued in favor of such Grantor, suchGrantor shall promptly notify the Collateral Agent in a writing authenticatedby such Grantor.  Such Grantor shall,pursuant to an agreement in form and substance reasonably satisfactory to theCollateral Agent, either (i) arrange for the issuer and any confirmer of suchletter of credit to consent to an assignment to the Collateral Agent of theproceeds of any drawing under the letter of credit or (ii) arrange for theCollateral Agent to become the transferee beneficiary of the letter of credit,with the Collateral Agent agreeing, in each case, that the proceeds of anydrawing under the letter of credit are to be paid to the applicable Grantorunless an Event of Default has occurred or is continuing.

Section 4.13           Limitations on Dispositions ofCollateral.  Such Grantor shall notsell, transfer, lease or otherwise dispose of the Collateral, or attempt, offeror contract to do so except as expressly permitted pursuant to the CreditAgreement.

                Section 4.14           [Acknowledgment and Consent  Subject to Section 6.16 of the CreditAgreement, such Grantors shall cause Merisant Spain to execute andacknowledgement and consent in the form of Annex 8 attached hereto.]

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ARTICLE VREMEDIAL PROVISIONS

                                 Section 5.1           Code and Other Remedies.  Upon the occurrence and during thecontinuance of an Event of Default, the Collateral Agent, on behalf of theSecured Parties, may exercise, in addition to all other rights and remedies grantedto it in this Agreement and in any other instrument or agreement securing,evidencing or relating to the Secured Obligations, all rights and remedies of asecured party under the UCC or any other applicable law.  Without limiting the generality of theforegoing, upon the occurrence and during the continuance of an Event ofDefault, the Collateral Agent, on behalf of the Secured Parties, without demandof performance or other demand, presentment, protest, advertisement or noticeof any kind (except any notice required by law referred to below) to or uponany Grantor or any other Person (all and each of which demands, defenses,advertisements and notices are hereby waived), may in such circumstancesforthwith collect, receive, appropriate and realize upon the Collateral, or anypart thereof, and/or may forthwith sell, lease, assign, give option or optionsto purchase, or otherwise dispose of and deliver the Collateral or any partthereof (or contract to do any of the foregoing), in one or more parcels atpublic or private sale or sales, at any exchange, broker’s board or office ofthe Collateral Agent or any Secured Party or elsewhere upon such terms andconditions as it may deem advisable and at such prices as it may deem best, forcash or on credit or for future delivery without assumption of any creditrisk.  The Collateral Agent and any otherSecured Party shall have the right upon any such public sale or sales, and, tothe extent permitted by law, upon any such private sale or sales, to purchasethe whole or any part of the Collateral so sold, free of any right or equity ofredemption in any Grantor, which right or equity is hereby waived andreleased.  Each Grantor further agrees,at the Collateral Agent’s request, to assemble the Collateral and make itavailable to the Collateral Agent at places which the Collateral Agent shallreasonably select, whether at such Grantor’s premises or elsewhere.  The Collateral Agent shall apply the netproceeds of any action taken by it pursuant to this Section 5.1, afterdeducting all reasonable costs and expenses of every kind incurred inconnection therewith or incidental to the care or safekeeping of any of theCollateral or in any way relating to the Collateral or the rights of theCollateral Agent and any other Secured Party hereunder, including reasonableattorneys’ fees and disbursements, to the payment in whole or in part of theSecured Obligations, in such order as the Credit Agreement shall prescribe, andonly after such application and after the payment by the Collateral Agent ofany other amount required by any provision of law, including Section 9-610 ofthe UCC, need the Collateral Agent account for the surplus, if any, to anyGrantor.  To the extent permitted by applicablelaw, each Grantor waives all claims, damages and demands it may acquire againstthe Collateral Agent or any other Secured Party arising out of the exercise bythem of any rights hereunder.  If anynotice of a proposed sale or other disposition of Collateral shall be requiredby law, each Grantor hereby acknowledges and agrees that such notice shall bedeemed reasonable and proper if given at least 10 days before such sale orother disposition.

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                                 Section 5.2           Accounts and Payments in Respectof General Intangibles.

(a)        If requiredby the Collateral Agent at any time upon the occurrence and during thecontinuance of an Event of Default, any payments of Accounts or payments inrespect of General Intangibles, when collected by any Grantor, shall beforthwith (and, in any event, within two Business Days) deposited by suchGrantor in the exact form received, duly indorsed by such Grantor to theCollateral Agent if required, in a Cash Collateral Account maintained under thesole dominion and control of the Collateral Agent, subject to withdrawal by theCollateral Agent as provided in Section 5.4.  Until so turned over, such payments shall beheld by such Grantor in trust for the Collateral Agent, segregated from otherfunds of such Grantor.  Each such depositof Proceeds of Accounts and payments in respect of General Intangibles shall beaccompanied by a report identifying in reasonable detail the nature and sourceof the payments included in the deposit.

(b)        At theCollateral Agent’s request, upon the occurrence and during the continuance ofan Event of Default, each Grantor shall deliver to the Collateral Agent alloriginal and other documents evidencing, and relating to, the agreements andtransactions which gave rise to the Accounts or payments in respect of GeneralIntangibles, including all original orders, invoices and shipping receipts.

(c)        TheCollateral Agent may, without notice, at any time upon the occurrence andduring the continuance of an Event of Default, limit or terminate the authorityof a Grantor to collect its Accounts or amounts due under General Intangiblesor any thereof.

(d)        TheCollateral Agent in its own name or in the name of others may at any time uponthe occurrence and during the continuance of an Event of Default communicatewith Account Debtors to verify with them to the Collateral Agent’s satisfactionthe existence, amount and terms of any Accounts or amounts due under anyGeneral Intangibles.

(e)        Upon therequest of the Collateral Agent at any time upon the occurrence and during thecontinuance of an Event of Default, each Grantor shall notify Account Debtorsthat the Accounts or payments in respect of General Intangibles have beencollaterally assigned to the Collateral Agent and that payments in respectthereof shall be made directly to the Collateral Agent.  In addition, the Collateral Agent may at anytime upon the occurrence and during the continuance of an Event of Default soenforce such Grantor’s rights against Account Debtors and obligors of GeneralIntangibles.

(f)         Anythingherein to the contrary notwithstanding, each Grantor shall remain liable undereach of the Accounts and payments in respect of General Intangibles to observeand perform all the conditions and obligations to be observed and performed byit thereunder, all in accordance with the terms of any agreement giving risethereto.  Neither the Collateral Agentnor any other Secured Party shall have any obligation or liability under any

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agreementgiving rise to an Account or a payment in respect of a General Intangible byreason of or arising out of this Agreement or the receipt by Collateral Agentnor any other Secured Party of any payment relating thereto, nor shallCollateral Agent nor any other Secured Party be obligated in any manner toperform any of the obligations of any Grantor under or pursuant to anyagreement giving rise to an Account or a payment in respect of a GeneralIntangible, to make any payment, to make any inquiry as to the nature or thesufficiency of any payment received by it or as to the sufficiency of anyperformance by any party thereunder, to present or file any claim, to take anyaction to enforce any performance or to collect the payment of any amountswhich may have been assigned to it or to which it may be entitled at any timeor times.

                                 Section 5.3           Pledged Collateral.

(a)        Upon theoccurrence and during the continuance of an Event of Default, upon notice bythe Collateral Agent to the relevant Grantor or Grantors, (i) the CollateralAgent shall have the right to receive any and all cash dividends, payments orother Proceeds paid in respect of the Pledged Collateral and make applicationthereof to the Obligations in the order set forth in the Credit Agreement, and(ii) the Collateral Agent or its nominee may exercise (A) all voting, consent,corporate, partnership or limited liability company and other rights pertainingto the Pledged Collateral at any meeting of shareholders, partners or members,as the case may be, of the relevant issuer or issuers of Pledged Collateral orotherwise and (B) any and all rights of conversion, exchange and subscriptionand any other rights, privileges or options pertaining to the PledgedCollateral as if it were the absolute owner thereof (including the right toexchange at its discretion any and all of the Pledged Collateral upon themerger, consolidation, reorganization, recapitalization or other fundamentalchange in the corporate structure of any issuer of Pledged Securities, theright to deposit and deliver any and all of the Pledged Collateral with anycommittee, depositary, transfer agent, registrar or other designated agencyupon such terms and conditions as the Collateral Agent may determine), allwithout liability except to account for property actually received by it; provided,however, that the Collateral Agent shall have no duty to any Grantor toexercise any such right, privilege or option and shall not be responsible forany failure to do so or delay in so doing.

(b)        In order topermit the Collateral Agent to exercise the voting and other consensual rightswhich it may be entitled to exercise pursuant hereto and to receive alldividends and other distributions which it may be entitled to receivehereunder, (i) each Grantor shall promptly execute and deliver (or cause to beexecuted and delivered) to the Collateral Agent all such proxies, dividendpayment orders and other instruments as the Collateral Agent may from time totime reasonably request and (ii) without limiting the effect of clause (i)above, such Grantor hereby grants to the Collateral Agent an irrevocable proxyto vote all or any part of the Pledged Collateral and to exercise all otherrights, powers, privileges and remedies to which a holder of the PledgedCollateral would be entitled (including giving or withholding written consentsof shareholders, partners or members, as the case may be, calling specialmeetings of shareholders, partners or members, as the case may be, and votingat such meetings), which proxy shall be effective, automatically and withoutthe necessity of any action (including any transfer of any Pledged Collateralon the record books of the issuer thereof) by any other person

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(includingthe issuer of such Pledged Collateral or any officer or agent thereof) upon theoccurrence and during the continuance of an Event of Default and which proxyshall only terminate upon the payment in full of the Secured Obligations.

(c)        Each Grantorhereby expressly authorizes and instructs each issuer of any Pledged Collateralpledged hereunder by such Grantor to (i) comply with any instruction receivedby it from the Collateral Agent in writing that (A) states that an Event ofDefault has occurred and is continuing and (B) is otherwise in accordance withthe terms of this Agreement, without any other or further instructions fromsuch Grantor, and each Grantor agrees that such issuer shall be fully protectedin so complying and (ii) unless otherwise expressly permitted hereby, pay anydividends or other payments with respect to the Pledged Collateral directly tothe Collateral Agent for deposit in a Cash Collateral Account or, with theconsent of the Collateral Agent, an Eligible Deposit Account.

                                 Section 5.4           Proceeds to be Turned Over to Collateral Agent.  All Proceeds received by the Collateral Agenthereunder shall be held by the Collateral Agent in a Cash Collateral Accountmaintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Cash CollateralAccount (or by such Grantor in trust for the Collateral Agent) shall continueto be held as collateral security for the Secured Obligations and shall notconstitute payment thereof until applied as provided in the Credit Agreement.

                                 Section 5.5           Registration Rights.

(a)        If theCollateral Agent shall determine to exercise its right to sell any or all ofthe Pledged Equity Collateral pursuant to Section 5.1, and if in theopinion of the Collateral Agent it is necessary or advisable to have thePledged Equity Collateral, or any portion thereof to be registered under theprovisions of the Securities Act, the relevant Grantor will cause the issuerthereof to (i) execute and deliver, and cause the directors and officers ofsuch issuer to execute and deliver, all such instruments and documents, and door cause to be done all such other acts as may be, in the opinion of theCollateral Agent, necessary or advisable to register the Pledged EquityCollateral, or that portion thereof to be sold, under the provisions of theSecurities Act, (ii) use its best efforts to cause the registration statementrelating thereto to become effective and to remain effective for a period ofone year from the date of the first public offering of the Pledged EquityCollateral, or that portion thereof to be sold and (iii) make all amendmentsthereto and/or to the related prospectus which, in the opinion of theCollateral Agent, are necessary or advisable, all in conformity with therequirements of the Securities Act and the rules and regulations of the SECapplicable thereto.  Each Grantor agreesto cause such issuer to comply with the provisions of the securities or “BlueSky” laws or other comparable law of any jurisdiction which the CollateralAgent shall designate and to make available to its security holders, as soon aspracticable, an earnings statement (which need not be audited) which willsatisfy the provisions of Section 11(a) of the Securities Act.

(b)        Each Grantorrecognizes that the Collateral Agent may be unable to effect a public sale ofany or all the Pledged Equity Collateral by reason of certain prohibitions

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containedin the Securities Act and applicable state securities laws or otherwise or maydetermine that a public sale is impracticable or not commercially reasonableand, accordingly, may resort to one or more private sales thereof to arestricted group of purchasers which will be obliged to agree, among otherthings, to acquire such securities for their own account for investment and notwith a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that anysuch private sale may result in prices and other terms less favorable than ifsuch sale were a public sale and, notwithstanding such circumstances, agreesthat any such private sale shall be deemed to have been made in a commerciallyreasonable manner.  The Collateral Agentshall be under no obligation to delay a sale of any of the Pledged EquityCollateral for the period of time necessary to permit the issuer thereof toregister such securities for public sale under the Securities Act, or underapplicable state securities laws, even if such issuer would agree to do so.

(c)        Each Grantoragrees to use its best efforts to do or cause to be done all such other acts asmay be necessary to make such sale or sales of all or any portion of thePledged Collateral pursuant to this Section 5.5 valid and binding and incompliance with any and all other applicable Requirements of Law.  Each Grantor further agrees that a breach ofany of the covenants contained in this Section 5.5 will causeirreparable injury to the Collateral Agent and other Secured Parties, that theCollateral Agent and the other Secured Parties have no adequate remedy at lawin respect of such breach and, as a consequence, that each and every covenantcontained in this Section 5.5 shall be specifically enforceable againstsuch Grantor, and such Grantor hereby waives and agrees not to assert anydefenses against an action for specific performance of such covenants exceptfor a defense that no Event of Default has occurred under the Credit Agreement.

                               Section 5.6              Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds ofany sale or other disposition of the Collateral are insufficient to pay itsSecured Obligations and the fees and disbursements of any attorneys employed bythe Collateral Agent or any other Secured Party to collect such deficiency.

                               Section 5.7              Grant of Intellectual Property License.  If an Event of Default shall occur and becontinuing, and for so long as such Event of Default is continuing, eachGrantor hereby grants to Collateral Agent an irrevocable, non-exclusive, fullypaid-up, worldwide license or (for third party rights) sublicense, to use,license or sublicense any of the Intellectual Property now or hereafter owned,licensed in (to the fullest extent permitted by such license), held for use oracquired by such Grantor (and subject to the applicable terms and conditionsgoverning such Grantor’s rights in and to such Intellectual Property at thetime of the Event of Default), for the purpose of enabling the Collateral Agentto exercise rights and remedies under Article V hereof at such time asit shall be lawfully entitled to exercise such rights and remedies, and for noother purpose; subject to (i) the maintenance of quality control standards withrespect to all goods and services sold under any licensed Trademarkssubstantially consistent with those in effect immediately prior to the Event ofDefault in order to maintain the validity and enforceability of such Trademarksand (ii) exclusive licenses granted by such Grantor prior to the Event ofDefault to the extent such licenses conflict at the time of the Event ofDefault with the granting of other licenses in and to the same IntellectualProperty.  Such license or sublicense tothe

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Collateral Agent shall include access to all media inwhich any of the applicable Intellectual Property may be recorded, processed orstored and all computer programs related thereto.

ARTICLE VITHE COLLATERAL AGENT

                               Section 6.1              Collateral Agent’s Appointment as Attorney-In-Fact.

(a)        Each Grantorhereby irrevocably constitutes and appoints the Collateral Agent and anyofficer or agent thereof, with full power of substitution, as its true andlawful attorney-in-fact with full irrevocable power and authority in the placeand stead of such Grantor and in the name of such Grantor or in its own name,for the purpose of carrying out the terms of this Agreement, to take any andall appropriate action and to execute any and all documents and instrumentswhich may be necessary or desirable to accomplish the purposes of thisAgreement, and, without limiting the generality of the foregoing, each Grantorhereby gives the Collateral Agent the power and right, on behalf of suchGrantor, without notice to or assent by such Grantor, to do any or all of thefollowing:

(i)    inthe name of such Grantor or its own name, or otherwise, take possession of andindorse and collect any checks, drafts, notes, acceptances or other instrumentsfor the payment of moneys due under any Account or General Intangible or withrespect to any other Collateral and file any claim or take any other action orproceeding in any court of law or equity or otherwise deemed appropriate by theCollateral Agent for the purpose of collecting any and all such moneys dueunder any Account or General Intangible or with respect to any other Collateralwhenever payable;

(ii)   inthe case of any Intellectual Property, execute and deliver, and have recorded,any and all agreements, instruments, documents and papers as the CollateralAgent may request to evidence the Collateral Agent’s security interest in suchIntellectual Property and the goodwill and General Intangibles of such Grantorrelating thereto or represented thereby;

(iii)  payor discharge taxes and Liens levied or placed on or threatened against theCollateral, effect any repairs or pay or discharge any insurance called for bythe terms of this Agreement (including all or any part of the premiums thereforand the costs thereof);

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(iv)  execute,in connection with any sale provided for in Section 5.1 or Section5.5, any endorsements, assignments or other instruments of conveyance ortransfer with respect to the Collateral; and

(v)   (A)direct any party liable for any payment under any of the Collateral to makepayment of any and all moneys due or to become due thereunder directly to theCollateral Agent or as the Collateral Agent shall direct; (B) ask or demandfor, collect, and receive payment of and receipt for, any and all moneys,claims and other amounts due or to become due at any time in respect of orarising out of any Collateral; (C) sign and indorse any invoices, freight orexpress bills, bills of lading, storage or warehouse receipts, drafts againstdebtors, assignments, verifications, notices and other documents in connectionwith any of the Collateral; (D) commence and prosecute any suits, actions orproceedings at law or in equity in any court of competent jurisdiction tocollect the Collateral or any portion thereof and to enforce any other right inrespect of any Collateral; (E) defend any suit, action or proceeding broughtagainst such Grantor with respect to any Collateral; (F) settle, compromise oradjust any such suit, action or proceeding and, in connection therewith, givesuch discharges or releases as the Collateral Agent may deem appropriate; (G)assign any Copyright, Patent or Trademark (along with the goodwill of thebusiness to which any such Trademark pertains), throughout the world for suchterm or terms, on such conditions, and in such manner, as the Collateral Agentshall in its sole discretion determine, including without limitation theexecution and filing of any documents necessary to effectuate and/or recordsuch assignment; and (H) generally, sell, transfer, pledge and make anyagreement with respect to or otherwise deal with any of the Collateral as fullyand completely as though the Collateral Agent were the absolute owner thereoffor all purposes, and do, at the Collateral Agent’s option and such Grantor’sexpense, at any time, or from time to time, all acts and things which theCollateral Agent deems necessary or advisable to protect, preserve or realizeupon the Collateral and the Collateral Agent’s and the other Secured Parties’security interests therein and to effect the intent of this Agreement, all asfully and effectively as such Grantor might do.

(vi)  Anythingin this Section 6.1(a) to the contrary notwithstanding, the CollateralAgent agrees that it will not exercise any rights under the power of attorneyprovided for in this Section 6.1(a) unless an Event of Default shall becontinuing.

(b)        If anyGrantor fails to perform or comply with any of its agreements contained herein,the Collateral Agent, at its option, but without any obligation so to do, uponthe occurrence and during the continuance of an Event of Default may perform orcomply, or otherwise cause performance or compliance, with such agreement andshall notify such Grantor of any such performance or compliance.

 

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(c)        The expensesof the Collateral Agent incurred in connection with actions undertaken asprovided in this Section 6.1, together with interest thereon at a rateper annum equal to the rate per annum at which interest would then be payableon past due Revolving Loans that are Base Rate Loans under the CreditAgreement, from the date of payment by the Collateral Agent to the datereimbursed by the relevant Grantor, shall be payable by such Grantor to theCollateral Agent on demand.

(d)        Each Grantorhereby ratifies all that said attorneys shall lawfully do or cause to be doneby virtue hereof.  All powers,authorizations and agencies contained in this Agreement are coupled with aninterest and are irrevocable until this Agreement is terminated and thesecurity interests created hereby are released.

Section 6.2             Duty of Collateral Agent.  The Collateral Agent’s sole duty with respectto the custody, safekeeping and physical preservation of the Collateral in itspossession shall be to deal with it in the same manner as the Collateral Agentdeals with similar property for its own account.  Neither the Collateral Agent, any otherSecured Party nor any of their respective officers, directors, employees oragents shall be liable for failure to demand, collect or realize upon any ofthe Collateral or for any delay in doing so or shall be under any obligation tosell or otherwise dispose of any Collateral upon the request of any Grantor orany other Person or to take any other action whatsoever with regard to theCollateral or any part thereof.  Thepowers conferred on the Collateral Agent hereunder are solely to protect theCollateral Agent’s interest in the Collateral and shall not impose any dutyupon the Collateral Agent or any other Secured Party to exercise any such powers.  The Collateral Agent and the other SecuredParties shall be accountable only for amounts that they actually receive as aresult of the exercise of such powers, and neither they nor any of theirofficers, directors, employees or agents shall be responsible to any Grantorfor any act or failure to act hereunder, except for their own gross negligenceor willful misconduct.

Section 6.3             Authority to File FinancingStatements.  Each Grantor authorizesthe Collateral Agent or its representatives to file or record financingstatements (including continuation statements in respect thereof) containing adescription of the Collateral granted hereunder as “all assets” or “allpersonal property, whether now existing or hereafter acquired, and other filingor recording documents or instruments with respect to the Collateral withoutthe signature of such Grantor in such form and in such offices as theCollateral Agent reasonably determines appropriate to perfect the securityinterests of the Collateral Agent under this Agreement.  A photographic or other reproduction of thisAgreement shall be sufficient as a financing statement or other filing orrecording document or instrument for filing or recording in any jurisdiction.

Section 6.4             Authority of Collateral Agent.  Each Grantor acknowledges that the rights andresponsibilities of the Collateral Agent under this Agreement with respect toany action taken by the Collateral Agent or the exercise or non-exercise by theCollateral Agent of any option, voting right, request, judgment or other rightor remedy provided for herein or resulting or arising out of this Agreementshall, as between the Collateral Agent and the other Secured Parties, begoverned by the Credit Agreement and by such other agreements with respect theretoas may exist from time to time among them, but, as between the Collateral Agent

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and the Grantors, the Collateral Agent shall beconclusively presumed to be acting as agent for the Collateral Agent and theother Secured Parties with full and valid authority so to act or refrain fromacting, and no Grantor shall be under any obligation, or entitlement, to makeany inquiry respecting such authority.

ARTICLE VIIMISCELLANEOUS

Section 7.1             Amendments in Writing.  Other than in connection with the executionand delivery of a Joinder Agreement in the form of Annex 4 relating tothe addition of Grantors, none of the terms or provisions of this Agreement maybe waived, amended, supplemented or otherwise modified except in accordancewith Section 9.1 of the Credit Agreement.

Section 7.2             Notices.  All notices, requests and demands to or uponthe Collateral Agent or any Grantor hereunder shall be effected in the mannerprovided for in Section 9.8 of the Credit Agreement; provided, however,that any such notice, request or demand to or upon any Grantor other than theBorrower shall be addressed to such Grantor in care of the Borrower at theBorrower’s notice address set forth in such Section 9.8.

Section 7.3             No Waiver by Course of Conduct;Cumulative Remedies.  Neither theCollateral Agent nor any other Secured Party shall by any act (except by awritten instrument pursuant to Section 7.1), delay, indulgence, omissionor otherwise be deemed to have waived any right or remedy hereunder or to haveacquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of theCollateral Agent or any other Secured Party, any right, power or privilegehereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereundershall preclude any other or further exercise thereof or the exercise of anyother right, power or privilege.  Awaiver by the Collateral Agent or any other Secured Party of any right orremedy hereunder on any one occasion shall not be construed as a bar to anyright or remedy which the Collateral Agent or such other Secured Party wouldotherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercisedsingly or concurrently and are not exclusive of any other rights or remediesprovided by law.

Section 7.4             Successors and Assigns.  This Agreement shall be binding upon thesuccessors and assigns of each Grantor and shall inure to the benefit of theCollateral Agent and each other Secured Party and their successors and assigns;provided, however, that no Grantor may assign, transfer ordelegate any of its rights or obligations under this Agreement without theprior written consent of the Collateral Agent.

Section 7.5             Counterparts.  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts(including by telecopy), and all of said counterparts taken together shall bedeemed to constitute one and the same agreement.  Signature pages may be detached from multipleseparate counterparts and attached to a single counterpart so that allsignature pages are attached to the same document.  Delivery of 

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an executed signature page of this Agreement byfacsimile transmission or electronic transmission (pdf) shall be as effectiveas delivery of a manually executed counterpart hereof.

Section 7.6             Severability.  Any provision of this Agreement which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

Section 7.7             Section Headings.  The Article and Section titles contained inthis Agreement are and shall be without substantive meaning or content of anykind whatsoever and are not part of the agreement of the parties hereto.

Section 7.8             Entire Agreement.  This Agreement together with the other LoanDocuments represents the entire agreement of the parties and supersedes allprior agreements and understandings relating to the subject matter hereof.

Section 7.9             Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES HERETO, INCLUDING THE INTERPRETATION, CONSTRUCTION, VALIDITY ANDENFORCEABILITY HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 7.10           Submission to Jurisdiction;Service of Process.  Each Grantorhereby irrevocably and unconditionally:

(a)        submits foritself and its property in any legal action or proceeding relating to thisAgreement or any other Loan Document to which it is a party, or for recognitionand enforcement of any judgment in respect thereof, to the non-exclusivegeneral jurisdiction of the courts of the State of New York sitting in New YorkCounty, the courts of the United States for the Southern District of New York,and appellate courts from any thereof;

(b)        consents thatany such action or proceeding may be brought in such courts and waives anyobjection that it may now or hereafter have to the venue of any such action orproceeding in any such court or that such action or proceeding was brought inan inconvenient court and agrees not to plead or claim the same;

(c)        agrees thatservice of process in any such action or proceeding may be effected by mailinga copy thereof by registered or certified mail (or any substantially similar formof mail), postage prepaid, to any Grantor at its address specified in Section7.2 ; and

(d)        agrees thatnothing herein shall affect the right to effect service of process in any othermanner permitted by law or shall limit the right to sue in any other jurisdiction.

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Section 7.11           Waiver of Jury Trial.  EACH GRANTOR AND THE COLLATERAL AGENTIRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TOTHIS AGREEMENT.

Section 7.12           Additional Grantors.  If, pursuant to Section 5.10 of the CreditAgreement, Holdings or the Borrower shall be required to cause any Subsidiaryof Holdings or the Borrower that is not a Grantor to become a Grantorhereunder, such Subsidiary shall execute and deliver to the Collateral Agent aJoinder Agreement in the form of Annex 4 and shall thereafter for allpurposes be a party hereto and have the same rights, benefits and obligationsas a Grantor party hereto on the Amendment Closing Date.

Section 7.13           Release of Collateral.

(a)        At the timeprovided in Section 8.7(b)(i) of the Credit Agreement, the Collateral shall bereleased from the Lien created hereby and this Agreement and all obligations(other than those expressly stated to survive such termination) of theCollateral Agent and each Grantor hereunder shall terminate, all withoutdelivery of any instrument or performance of any act by any party, and allrights to the Collateral shall revert to the applicable Grantor.  At the request and sole expense of anyGrantor following any such termination, the Collateral Agent shall promptlydeliver to such Grantor any Collateral of such Grantor held by the CollateralAgent hereunder and execute and deliver to such Grantor such documents as suchGrantor shall reasonably request to evidence such termination.

(b)        If any of theCollateral shall be sold or disposed of by any Grantor in a transactionpermitted by the Credit Agreement or if any Collateral is otherwise permittedto be released pursuant to Section 8.7(b) of the Credit Agreement, theCollateral so sold or disposed of shall be released from the Lien createdhereby to the extent provided in Section 8.7(b)(ii) or (iii) of the CreditAgreement and, in connection therewith, the Collateral Agent, at the requestand sole expense of the Borrower, shall promptly execute and deliver to theBorrower all releases or other documents reasonably necessary or desirable forthe release of the Lien created hereby on such Collateral.  At the request and sole expense of theBorrower, a Grantor shall be released from its obligations hereunder in theevent that all the capital stock of such Grantor shall be so sold or disposedto a Person other than an Included Subsidiary in a transaction permitted byArticle 6 of the Credit Agreement; provided, however, that theBorrower shall have delivered to the Collateral Agent, at least five BusinessDays prior to the date of the proposed release, a written request for releaseidentifying the relevant Grantor and the terms of the sale or other dispositionin reasonable detail, including the price thereof and any expenses inconnection therewith, together with a certification by a Responsible Officer ofthe Borrower stating that such transaction is in compliance with the CreditAgreement and the other Loan Documents.

Section 7.14           Reinstatement.  Each Grantor further agrees that, if anypayment made by any Loan Party or other Person and applied to the Obligationsis at any time annulled, avoided, set aside, rescinded, invalidated, declaredto be fraudulent or preferential or otherwise required to be refunded orrepaid, or the proceeds of Collateral are required to be returned by anySecured Party to such Loan Party, its estate, trustee, receiver or any otherparty, including any 

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Grantor, under any bankruptcy law, state or federallaw, common law or equitable cause, then, to the extent of such payment orrepayment, any Lien or other Collateral securing such liability shall be andremain in full force and effect, as fully as if such payment had never beenmade or, if prior thereto the Lien granted hereby or other Collateral securingsuch liability hereunder shall have been released or terminated by virtue ofsuch cancellation or surrender), such Lien or other Collateral shall bereinstated in full force and effect, and such prior cancellation or surrendershall not diminish, release, discharge, impair or otherwise affect any Lien orother Collateral securing the obligations of any Grantor in respect of theamount of such payment.

Section 7.15           Enforcement of Liens on CollateralLocated in Spain.  With respect tothe security interest granted by MFH in the participations in Merisant Spainlisted on Schedule 2 (the “Participations”) under this Agreement,it is agreed by the Grantors and the Collateral Agent that in addition to allother rights and remedies granted to the Collateral Agent in this Agreement,the Collateral Agent may, upon the execution of the Deed of Pledge and theregistry of the lien on the records of Merisant Spain, enforce its Lien on theParticipations via notarial foreclosure in Spain.  Further, the Grantors agree, and MFH shallinstruct Merisant Spain, that none of the Grantors or Merisant Spain shallobject to the Collateral Agent enforcing its Lien on the Participations vianotarial foreclosure in Spain.  In theevent the Collateral Agent enforces its Lien on the Participations via notarialforeclosure in Spain, the Collateral Agent may, but need not, present thisAgreement to a notary or other public official to the extent necessary toenforce the Lien on the Participations.

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IN WITNESS WHEREOF, each of the undersigned has caused this SecurityAgreement to be duly executed and delivered as of the date first above written.
|                                                           | MERISANT COMPANY,                  |
|-----------------------------------------------------------|------------------------------------|
|                                                      |                               | a Delaware corporation |
|                                                      | MERISANT WORLDWIDE, INC.,          |
|                                                      |                               | a Delaware corporation |
|                                                      | MERISANT FOREIGN HOLDINGS I, INC.  |
|                                                      |                               | a Delaware corporation |
|                                                      | MERISANT US, INC.,                 |
|                                                      |                               | a Delaware corporation |
|                                                      | WHOLE EARTH SWEETENER COMPANY LLC, |
|                                                      |                               | a Delaware limited liability company |
|                                                      |                               |   |
|                                                      | By:                                | /s/ Diana S. Ferguson |
|                                                      |                               | Name: Diana S. Ferguson |
|                                                      |                               | Title: Chief Financial Officer |
|                                                      |                               |   |
| ACCEPTED AND AGREED:                                      |                               |   |
|                                                      |                               |   |
| CREDIT SUISSE, Cayman Islands Branch  as Collateral Agent |                               |   |
|                                                      |                               |   |
| By:                                                       | /s/ Vanessa Gomez             |   |   |
|                                                      | Name: Vanessa Gomez           |   |   |
|                                                      | Title:   Vice President  |   |   |
|                                                      |                               |   |   |
| By:                                                       | /s/ James Neira               |   |   |
|                                                      | Name: James Neira             |   |   |
|                                                      | Title:   Associate       |   |   |

 

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Annex 1 toAmended and Restated Security Agreement

[Date]

[Deposit Account Bank]

[Address]

Ladies and Gentlemen:

Reference is made to account no. [                            ]maintained with you (the “Bank”) by [                            ](the “Company”) into which funds are deposited from time to time (the “Account”).  The Company has entered into an Amended andRestated Credit Agreement, dated as of                             ,2007 (as the same may be amended, restated, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”), among Merisant Company,Merisant Worldwide, Inc., the Lenders and Issuers party thereto, Credit Suisse,as administrative agent for the Lenders and Issuers and as collateral agent forthe Lenders and Issuers (in such capacity, the “Collateral Agent”),Credit Suisse Securities (USA) LLC and Jefferies Finance LLC as co-arrangers,Credit Suisse Securities (USA) LLC, as bookrunner and Jefferies Finance LLC, asdocumentation agent.

Pursuant to the Credit Agreement and related documents, the Company hasgranted to the Collateral Agent, for the benefit of the Secured Parties, asdefined in the Credit Agreement, a security interest in certain property of theCompany, including, among other things, accounts, inventory, equipment,instruments, general intangibles and all proceeds thereof (the “Collateral”).  Paymentswith respect to the Collateral are or hereafter may be made to the Account.

The Company hereby transfers to the Collateral Agent exclusive controlof the Account and all funds and other property on deposit therein.  By your execution of this letter agreement,you (i) agree that you will comply with instructions originated by theCollateral Agent directing disposition of the funds and other property on depositin the Account without further consent of the Company and (ii) acknowledge thatthe Collateral Agent now has exclusive control of the Account, that all fundsin the Account shall be transferred to the Collateral Agent as provided herein,that the Account is being maintained by you for the benefit of the CollateralAgent and that all amounts and other property therein are held by you ascustodian for the Collateral Agent.

Except as provided in paragraph (d) below, the Account shall not besubject to deduction, set-off, banker’s lien, counterclaim, defense, recoupmentor any other right in favor of 

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any person or entity other than the CollateralAgent.  By your execution of this letteragreement you also acknowledge that, as of the date hereof, you have receivedno notice of any other pledge or assignment of the Account and have notexecuted any agreements with third parties concerning the disposition of fundsin the Account.  You agree with theCollateral Agent as follows:

(a)           Notwithstanding anything to thecontrary or any other agreement relating to the Account, the Account is andwill be maintained for the benefit of the Collateral Agent, will be entitled “                                  [name of Company] Account” and willbe subject to written instructions only from an authorized officer of theCollateral Agent.

(b)           Prior to the delivery to you of awritten notice from the Collateral Agent in the form of Exhibit A hereto (a “Blockage Notice”), you are authorized to transfer to the Company,in same day funds, on each Business Day, the entire balance in the Account tothe following account:
| ABA Number:            |   |
|------------------------|--------|
|                   |
|                   |
|                   |
|                   |
| Account Name:          |   |
| Concentration  Account |
|                   |
| Account Number:        |   |
| Reference:             |   |
| Attn:                  |   |
|                        |        |  |  |  |  |

or to such other account as the Company may from timeto time designate in writing.

(c)           From and after the delivery to you ofa Blockage Notice, you will transfer (by wire transfer or other method oftransfer mutually acceptable to you and the Collateral Agent) to the Agent, insame day funds, on each Business Day, the entire balance in the Account to thefollowing account (the “Collateral Agent Concentration Account”):

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| ABA Number:           |   |
|-----------------------|--------|
|                  |
|                  |
|                  |
|                  |
| Account Name:         |   |
| Concentration Account |
|                  |
| Account Number:       |   |
| Reference:            |   |
| Attn:                 |   |
|                       |        |  |  |  |  |

 

or to such other account as the Collateral Agent mayfrom time to time designate in writing.

(d)           All customary service charges andfees with respect to the Account shall be debited to the Account.  In the event insufficient funds remain in theAccount to cover such customary service charges and fees, the Company shall payand indemnify you for the amounts of such customary service charges and fees.

This letter agreement shall be binding upon and shall inure to thebenefit of you, the Company, the Collateral Agent, the Secured Parties referredto in the Credit Agreement and the respective successors, transferees andassigns of any of the foregoing.  Thisletter agreement may not be modified except upon the mutual consent of theCollateral Agent, the Company and you. You may terminate the letter agreement only upon 30 days’ prior writtennotice to the Company and the Collateral Agent. The Collateral Agent may terminate this letter agreement upon 10 days’prior written notice to you and the Company. Upon such termination you shall close the Account and transfer all fundsin the Account to the Collateral Agent Concentration Account or as otherwisedirected by the Collateral Agent.  Afterany such termination, you shall nonetheless remain obligated promptly totransfer to the Collateral Agent Concentration Account or as the CollateralAgent may otherwise direct all funds and other property received in respect ofthe Account.

This letter agreement may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when soexecuted shall be deemed to be an original and all of which when taken togethershall constitute one and the same agreement. Delivery of an executedcounterpart of a signature page to this letter agreement by telecopier or byelectronic transmission (PDF) shall be effective as delivery of a manuallyexecuted counterpart of this letter agreement.

This letter agreement supersedes all prior agreements, oral or written,with respect to the subject matter hereof and may not be amended, modified orsupplemented except by a writing signed by the Collateral Agent, the Companyand you.

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THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAW OF THE STATE OF NEW YORK.

Upon acceptance of this letter agreement it will be the valid andbinding obligation of the Company, the Collateral Agent, and you, in accordancewith its terms.
|   |   |   | Very truly yours,                                                                                                                                                                                                                 |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | [                                     ]. |
|   |   |   |                                                                                                                                                                                                                              |   |
|   |   |   |                                                                                                                                                                                                                              |   |
|   |   |   | By:                                                                                                                                                                                                                               |   |
|   |   |   |                                                                                                                                                                                                                              | Name: |
|   |   |   |                                                                                                                                                                                                                              | Title: |

 

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|                                   |   |   | CREDIT SUISSE,  CAYMAN ISLANDS BRANCH, |
|-----------------------------------|--------|--------|----------------------------------------|
|                              |   |   | as Collateral  Agent                   |
|                              |   |   |                                   |   |
|                              |   |   |                                   |   |
|                              |   |   | By:                                    |   |
|                              |   |   |                                   | Name: |
|                              |   |   |                                   | Title: |
|                              |   |   |                                   |   |
|                              |   |   |                                   |   |
|                              |   |   | By:                                    |   |
|                              |   |   |                                   | Name: |
|                              |   |   |                                   | Title: |
| Acknowledged and  agreed to as of |   |   |                                   |
| the date first  above written:    |   |   |                                   |
|                              |   |   |                                   |
| [                                 | ]      |   |                                   |   |
|                              |   |   |                                   |   |
| By:                               |   |   |                                   |   |
|                              | Name:  |   |                                   |   |
|                              | Title: |   |                                   |   |

 

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EXHIBIT Ato

Deposit Account Control Agreement

Collateral Agent Blockage Notice

[Deposit Account Bank]

[Address]

Re:      Account No.                                     (the“Account”)

Ladies and Gentlemen:

Reference is made to the Account and that certain Deposit AccountControl Agreement dated                             among you, Credit Suisse, asCollateral Agent (the “Collateral Agent”),and [                                                  ](the “DepositAccount Control Agreement”).  Capitalized terms used herein shall have themeanings given to them in the Deposit Account Control Agreement.

The Collateral Agent hereby notifies you that, from and after the dateof this notice, you are hereby directed to transfer (by wire transfer or othermethod of transfer mutually acceptable to you and the Collateral Agent) to theAgent, in same day funds, on each Business Day, the entire balance in theAccount to the Collateral Agent Concentration Account specified in paragraph(c) of the Deposit Account Control Agreement or to such other account as theCollateral Agent may from time to time designate in writing.

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|        |   |   | Very truly  yours,                                          |
|--------|--------|--------|-------------------------------------------------------------|
|   |   |   |                                                        |
|   |   |   | CREDIT SUISSE,  CAYMAN ISLANDS BRANCH,  as Collateral Agent |
|   |   |   |                                                        |   |
|   |   |   |                                                        |   |
|   |   |   | By:                                                         |   |
|   |   |   |                                                        | Name: |
|   |   |   |                                                        | Title: |
|   |   |   |                                                        |   |
|   |   |   |                                                        |   |
|   |   |   | By:                                                         |   |
|   |   |   |                                                        | Name: |
|   |   |   |                                                        | Title: |

 

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Annex 2 toAmended and Restated Security Agreement

[Name and Address of Eligible Securities Intermediary]

[Date]

Ladies and Gentlemen:

The undersigned                                   (the “Pledgor”) together with certain of its affiliates are partyto an Amended and Restated Security Agreement dated                        ,2007 in favor of Credit Suisse, as agent for the Secured Parties referred totherein (the “Pledgee” and such agreement, as it may be amended,restated, or otherwise modified from time to time, the “Amended and RestatedSecurity Agreement”) pursuant towhich a security interest is granted by the Pledgor in all present and futureAssets (hereinafter defined) in Account No.                                   of the Pledgor (the “Pledge”).

In connection therewith, the Pledgor hereby instructs you (the “Eligible SecuritiesIntermediary”) to:

1.                                       Maintainthe Account, as “                                      Control Account”;

2.                                       Holdin the Account the assets, including all financial assets, securities, securityentitlements and all other property and rights now or hereafter received insuch Account (collectively the “Assets”),including without limitation those assets listed in Exhibit A attached heretoand made a part hereof;

3.                                       Provideto the Pledgee, with a duplicate copy to the Pledgor, a monthly statement ofAssets and a confirmation statement of each transaction effected in the Accountafter such transaction is effected; and

4.                                       Honoronly the instructions or entitlement orders in regard to or in connection withthe Account given by an Authorized Officer of the Pledgee, except that untilsuch time as the Pledgee gives a written notice to the Eligible SecuritiesIntermediary that the Pledgor’s rights under this sentence have been terminated(on which notice the Eligible Securities Intermediary may rely exclusively),the Pledgor acting through an Authorized Officer may (a) exercise any votingrights that it may have with respect to any of the Assets, (b) giveinstructions to enter into purchase or sale transactions in the Account and (c)withdraw and receive for its own use all regularly scheduled interest anddividends paid with respect to the 

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                                                Assetsand all cash proceeds of any sale of Assets (“Permitted Withdrawals”);provided, however, that unless the Pledgee has consented to the specifictransaction, the Pledgor shall not instruct the Eligible SecuritiesIntermediary to deliver and, except as may be required by law or by courtorder, the Eligible Securities Intermediary shall not deliver, cash and/orsecurities, or proceeds from the sale of, or distributions on, such securitiesout of the Account to the Pledgor or to any other person or entity other thanPermitted Withdrawals.

By its signature below, the Eligible Securities Intermediary agrees tocomply with the entitlement orders and instructions of an Authorized Officer ofthe Pledgee (including without limitation any instructions with respect tosales, trades, transfers and withdrawals of cash or other of the Assets)without the consent of the Pledgor or any other person (it being understood andagreed by the Pledgor that the Eligible Securities Intermediary shall have noduty or obligation whatsoever of any kind or character to have knowledge of theterms of the Amended and Restated Security Agreement or to determine whether ornot an event of default exists thereunder). The Pledgor hereby agrees to indemnify and hold harmless the EligibleSecurities Intermediary, its affiliates, officers and employees from andagainst any and all claims, causes of action, liabilities, lawsuits, demandsand/or damages, including any and all court costs and reasonable attorney’sfees, that may result by reason of the Eligible Securities Intermediarycomplying with such instructions of the Pledgee.  In the event that the Eligible SecuritiesIntermediary is sued or becomes involved in litigation as a result of complyingwith the above stated written instructions, the Pledgor and the Pledgee agreethat the Eligible Securities Intermediary shall be entitled to charge all costsand fees it incurs in connection with such litigation to the Assets in theAccount and withdraw such sums as the costs and charges accrue.

The Authorized Officer of the Pledgee who shall give oral instructionshereunder shall confirm the same in writing to the Eligible SecuritiesIntermediary within five days after such oral instructions are given.

For the purpose of this Agreement, the term “Authorized Officer ofPledgor” shall refer in the singular to                                   or                                   (each of whom is, on the date hereof, an officer or director of the Pledgor)and “Authorized Officer of Pledgee” shall refer in the singular to any Personwho is a vice president or managing director of the Pledgee.  In the event that the Pledgor shall find itadvisable to designate a replacement of any of its Authorized Officers, writtennotice of any such replacement shall be given to the Eligible SecuritiesIntermediary and the Pledgee.

Except with respect to the obligations and duties as set forth herein,this Agreement shall not impose or create any obligations or duties upon theEligible Securities Intermediary greater than or in addition to the customaryand usual obligations and duties of the Eligible Securities Intermediary to thePledgor.

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As long as the Assets are pledged to the Pledgee: (i) the EligibleSecurities Intermediary will not invade the Assets to cover margin debits orcalls in any other accounts of the Pledgor and (ii) the Eligible SecuritiesIntermediary agrees that, except for liens resulting from customarycommissions, fees, or charges based upon transactions in the Account, itsubordinates in favor of the Pledgee any security interest, lien or right ofsetoff the Eligible Securities Intermediary may have.  The Eligible Securities Intermediaryacknowledges that it has not received notice of any other security interest inthe Account or the Assets.  In the eventany such notice is received, the Eligible Securities Intermediary will promptlynotify the Pledgee.  The Pledgor hereinrepresents that the Assets are free and clear of any lien or encumbrances andagrees that, with the exception of the security interest granted to thePledgee, no lien or encumbrance will be placed by it on the Assets without theexpress written consent of both the Pledgee and the Eligible SecuritiesIntermediary.

THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THEPARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND IT AND THERIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, AND THE LAW OF THE ELIGIBLESECURITIES INTERMEDIARY’S JURISDICTION FOR THE PURPOSES OF SECTION 8-110 OF THEUCC SHALL BE, THE LAW OF THE STATE OF NEW YORK.

The Eligible Securities Intermediary will treat all property at anytime held by the Eligible Securities Intermediary in the Account as financialassets within the meaning of the Uniform Commercial Code.  The Eligible Securities Intermediaryacknowledges that this Agreement constitutes written notification to theEligible Securities Intermediary, pursuant to the Uniform Commercial Code andany applicable federal regulations for the Federal Reserve Book Entry System,of the Pledgee’s security interest in the Assets.  The Pledgor, Pledgee and Eligible SecuritiesIntermediary are entering into this Agreement to provide for the Pledgee’scontrol of the Assets and to confirm the first and exclusive priority of thePledgee’s security interest in the Assets. The Eligible Securities Intermediary agrees to promptly make andthereafter maintain all necessary entries or notations in its books and recordsto reflect the Pledgee’s security interest in the Assets.

If any term or provision of this Agreement is determined to be invalidor unenforceable, the remainder of this Agreement shall be construed in allrespects as if the invalid or unenforceable term or provision wereomitted.  This Agreement may not bealtered or amended in any manner without the express written consent of thePledgor, the Pledgee and the Eligible Securities Intermediary.  This Agreement may be executed in any numberof counterparts, all of which shall constitute one original agreement.

This Agreement may be terminated by the Eligible Securities Intermediaryupon 30 day’s prior written notice to the Pledgor and the Pledgee.  Upon expiration of such 30-day period, theEligible Securities Intermediary shall be under no further obligation except tohold the Assets in accordance with the terms of this Agreement, pending receiptof written 

3

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instructions from the Pledgor and the Pledgee,jointly, regarding the further disposition of the pledged Assets.

The Pledgor acknowledges that this Agreement supplements any existingagreements of the Pledgor with the Eligible Securities Intermediary and, exceptas expressly provided herein, is in no way intended to abridge any rights thatthe Eligible Securities Intermediary might otherwise have.

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IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused thisAgreement to be executed by their duly authorized officers all as of the datefirst above written.
|                                    |   |   | [PLEDGOR]                                                   |
|------------------------------------|--------|--------|-------------------------------------------------------------|
|                               |   |   |                                                        |   |
|                               |   |   |                                                        |   |
|                               |   |   | By:                                                         |   |
|                               |   |   |                                                        | Name: |
|                               |   |   |                                                        | Title: |
|                               |   |   |                                                        |
|                               |   |   | CREDIT SUISSE,  CAYMAN ISLANDS BRANCH,  as Collateral Agent |
|                               |   |   |                                                        |   |
|                               |   |   |                                                        |   |
|                               |   |   | By:                                                         |   |
|                               |   |   |                                                        | Name: |
|                               |   |   |                                                        | Title: |
|                               |   |   |                                                        |   |
|                               |   |   |                                                        |   |
|                               |   |   | By:                                                         |   |
|                               |   |   |                                                        | Name: |
|                               |   |   |                                                        | Title: |
|                               |   |   |                                                        |   |
| ACCEPTED AND  AGREED:              |   |   |                                                        |
|                               |   |   |                                                        |
| [Eligible  Financial Intermediary] |   |   |                                                        |
|                               |   |   |                                                        |
|                               |   |   |                                                        |
| By:                                |   |   |                                                        |   |
|                               | Name:  |   |                                                        |   |
|                               | Title: |   |                                                        |   |

 

5

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EXHIBIT A

Pledged Collateral Account Number:                                   

ASSETS

 

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Annex 3 toAmended and Restated Security Agreement

PLEDGE AMENDMENT

This PLEDGE AMENDMENT, dated as of                       ,               ,is delivered pursuant to Section 4.4(e) of the Amended and RestatedSecurity Agreement dated                            ,2007 by Merisant Company (the “Borrower”),Merisant Worldwide, Inc., the [undersigned Grantor and the other] Subsidiariesof the Borrower from time to time party thereto as Grantors in favor of CreditSuisse, as agent for the Secured Parties referred to therein (as it may beamended, restated, or otherwise modified from time to time, the “Amended and RestatedSecurity Agreement”) and theundersigned hereby agrees that this Pledge Amendment may be attached to theAmended and Restated Security Agreement and that the Pledged Collateral listedon this Pledge Amendment shall be and become part of the Collateral referred toin the Amended and Restated Security Agreement and shall secure all SecuredObligations of the undersigned. Capitalized terms used herein but not defined herein are used hereinwith the meanings given them in the Amended and Restated Security Agreement.
|        |   |   | [GRANTOR] |
|--------|--------|--------|-----------|
|   |   |   |      |   |
|   |   |   |      |   |
|   |   |   | By:       |   |
|   |   |   |      | Name: |
|   |   |   |      | Title: |

 
| Issuer | ** ** | **Class** | ** ** | **Certificate Nos.** | ** ** | **Par Value** | ** ** | **Number of Shares,  Units or Interests** | ** ** |
|--------|------------|-----------|------------|---------------------------|------------|--------------------|------------|---------------------------------------------------------------|------------|
|   |       |      |       |                      |       |               |       |                                                          |       |
|   |       |      |       |                      |       |               |       |                                                          |       |
|   |       |      |       |                      |       |               |       |                                                          |       |
|   |       |      |       |                      |       |               |       |                                                          |       |
|   |       |      |       |                      |       |               |       |                                                          |       |
|   |       |      |       |                      |       |               |       |                                                          |       |

 
| Issuer | ** ** | **Description of Debt** | ** ** | **Certificate Nos.** | ** ** | **Final Maturity** | ** ** | **Principal Amount** | ** ** |
|--------|------------|-------------------------|------------|----------------------|------------|--------------------|------------|----------------------|------------|
|   |       |                    |       |                 |       |               |       |                 |       |
|   |       |                    |       |                 |       |               |       |                 |       |
|   |       |                    |       |                 |       |               |       |                 |       |
|   |       |                    |       |                 |       |               |       |                 |       |
|   |       |                    |       |                 |       |               |       |                 |       |
|   |       |                    |       |                 |       |               |       |                 |       |

 

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| ACKNOWLEDGED AND AGREED  as of the date of this Pledge Amendment first above written. |   |   |
|---------------------------------------------------------------------------------------|--------|--------|
|                                                                                  |   |   |   |
| CREDIT SUISSE,  CAYMAN ISLANDS BRANCH,  as Collateral Agent                           |   |   |   |
|                                                                                  |   |   |   |
|                                                                                  |   |   |   |
| By:                                                                                   |   |   |   |   |
|                                                                                  | Name:  |   |   |   |
|                                                                                  | Title: |   |   |   |
|                                                                                  |   |   |   |
|                                                                                  |   |   |   |
| By:                                                                                   |   |   |   |   |
|                                                                                  | Name:  |   |   |   |
|                                                                                  | Title: |   |   |   |

 

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Annex 4 toAmended and Restated Security Agreement

JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of                       ,              ,is delivered pursuant to Section 7.12 of the Amended and RestatedSecurity Agreement dated as of                         ,2007 by Merisant Company (the “Borrower”),Merisant Worldwide, Inc., and the Subsidiaries of the Borrower listed on thesignature pages thereof in favor of Credit Suisse, as agent for the SecuredParties referred to therein (as it may be amended, restated, or otherwisemodified from time to time, the “Amended and Restated Security Agreement”). Capitalized terms used herein but not defined herein are used with themeanings given them in the Amended and Restated Security Agreement.

By executing and delivering this Joinder Agreement, the undersigned, asprovided in Section 7.12 of the Amended and Restated Security Agreement,hereby becomes a party to the Amended and Restated Security Agreement as aGrantor thereunder with the same force and effect as if originally named as aGrantor therein and, without limiting the generality of the foregoing, herebygrants to the Collateral Agent, as collateral security for the full, prompt andcomplete payment and performance when due (whether at stated maturity, byacceleration or otherwise) of the Secured Obligations of the undersigned,hereby collaterally assigns, conveys, mortgages, pledges, hypothecates andtransfers to the Collateral Agent and grants to the Collateral Agent a Lien onand security interest in, all of its right, title and interest in, to and underthe Collateral and expressly assumes all obligations and liabilities of aGrantor thereunder.

The information set forth in Annex 1-A is hereby added to theinformation set forth in Schedules 1 through 5 to the Amended and RestatedSecurity Agreement.

The undersigned hereby represents and warrants that each of therepresentations and warranties contained in Article III of the Amendedand Restated Security Agreement applicable to it is true and correct on and asthe date hereof as if made on and as of such date.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreementto be duly executed and delivered as of the date first above written.
|                                                                                        |   |   | [GRANTOR] |
|----------------------------------------------------------------------------------------|--------|--------|-----------|
|                                                                                   |   |   |      |   |
|                                                                                   |   |   |      |   |
|                                                                                   |   |   | By:       |   |
|                                                                                   |   |   |      | Name: |
|                                                                                   |   |   |      | Title: |
|                                                                                   |   |   |      |   |
| ACKNOWLEDGED AND  AGREED  as of the date of this Pledge Amendment first above written. |   |   |
|                                                                                   |   |   |      |
| CREDIT SUISSE,  CAYMAN ISLANDS BRANCH,  as Collateral Agent                            |   |   |      |
|                                                                                   |   |   |      |
|                                                                                   |   |   |      |
| By:                                                                                    |   |   |      |   |
|                                                                                   | Name:  |   |      |   |
|                                                                                   | Title: |   |      |   |
|                                                                                   |   |   |      |   |
|                                                                                   |   |   |      |   |
| By:                                                                                    |   |   |      |   |
|                                                                                   | Name:  |   |      |   |
|                                                                                   | Title: |   |      |   |

 

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Annex 1-A toJoinder Agreement

Supplemental Information

 

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Annex 5 toAmended and Restated Security Agreement

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT SECURITY AGREEMENT, dated as of                           ,                ,by Merisant Company (the “Borrower”) andeach of the other entities listed on the signature pages hereof [or whichbecomes a party hereto pursuant to Section 7.12 of the Amended andRestated Security Agreement referred to below] (each a “Grantor” and, collectively, the “Grantors”), infavor of Credit Suisse (“CS”), as agentfor the Secured Parties (as defined in the Credit Agreement referred to below)(in such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, dated as of                                   ,2007 (as the same may be amended, restated, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”)among the Borrower, Merisant Worldwide, Inc., the Lenders and Issuers partythereto, CS, as administrative agent for the Lenders and Issuers and ascollateral agent for the Lenders and Issuers, and Credit Suisse Securities(USA) LLC and Jefferies Finance LLC as co-arrangers, Credit Suisse Securities(USA) LLC, as bookrunner and Jefferies Finance LLC, as documentation agent, theLenders and the Issuers have severally agreed to make extensions of credit tothe Borrower upon the terms and subject to the conditions set forth therein;and

WHEREAS, the Grantors other than the Borrower are party to the Guarantypursuant to which they have guaranteed the Obligations; and

WHEREAS, all the Grantors are party to an Amended and Restated SecurityAgreement of even date herewith in favor of the Collateral Agent (as it may beamended, restated, or otherwise modified from time to time, the “Amended and RestatedSecurity Agreement”) pursuant towhich the Grantors are required to execute and deliver this Copyright SecurityAgreement;

NOW, THEREFORE, in consideration of the premises and to induce theLenders, the Issuers, the Administrative Agent and the Collateral Agent toenter into the Credit Agreement and to induce the Lenders and the Issuers tomake their respective extensions of credit to the Borrower thereunder, eachGrantor hereby agrees with the Collateral Agent as follows:

**Section 1               DefinedTerms**. Unless otherwise defined herein, terms defined in theCredit Agreement or in the Amended and Restated Security Agreement and usedherein have 

1

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the meanings given to them in the Credit Agreement orthe Amended and Restated Security Agreement.

**Section 2               Grantof Security Interest in Copyright Collateral**. Each Grantor,as collateral security for the full, prompt and complete payment andperformance when due (whether at stated maturity, by acceleration or otherwise)of the Secured Obligations of such Grantor, hereby collaterally assigns,conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agentfor the benefit of the Secured Parties, and grants to the Collateral Agent forthe benefit of the Secured Parties a lien on and security interest in, all ofits right, title and interest in, to and under the following Collateral of suchGrantor (the “CopyrightCollateral”):

(a)           all of its Copyrights and CopyrightLicenses to which it is a party, including those referred to on Schedule Ihereto (as such Schedule may be amended from time to time by the addition ofCopyrights and Copyright Licenses, subsequently created or acquired, byexecution of a supplement in substantially the same form of Exhibit A attachedhereto);

(b)           all renewals of the foregoing; and

(c)           all Proceeds of the foregoing,including any claim by Grantor against third parties for past, present, futureinfringement of any Copyright or Copyright licensed under any CopyrightLicense.

**Section 3               Amendedand Restated Security Agreement**. The security interestgranted pursuant to this Copyright Security Agreement is granted in conjunctionwith the security interest granted to the Collateral Agent pursuant to theAmended and Restated Security Agreement and each Grantor hereby acknowledgesand affirms that the rights and remedies of the Collateral Agent with respectto the security interest in the Copyright Collateral made and granted herebyare more fully set forth in the Amended and Restated Security Agreement, theterms and provisions of which are incorporated by reference herein as if fully setforth herein.

IN WITNESS WHEREOF, each Grantor has caused this Copyright SecurityAgreement to be executed and delivered by its duly authorized offer as of thedate first set forth above.

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|                                                                                   |   |   | Very truly  yours, |
|-----------------------------------------------------------------------------------|--------|--------|--------------------|
|                                                                              |   |   |               |
|                                                                              |   |   | [GRANTORS]         |
|                                                                              |   |   |               |   |
|                                                                              |   |   |               |   |
|                                                                              |   |   | By:                |   |
|                                                                              |   |   |               | Name: |
|                                                                              |   |   |               | Title: |
|                                                                              |   |   |               |   |
| Accepted and  Agreed:  CREDIT SUISSE, CAYMAN ISLANDS BRANCH,  as Collateral Agent |   |   |               |
|                                                                              |   |   |               |
|                                                                              |   |   |               |
| By:                                                                               |   |   |               |   |
|                                                                              | Name:  |   |               |   |
|                                                                              | Title: |   |               |   |
|                                                                              |   |   |               |   |
|                                                                              |   |   |               |   |
| By:                                                                               |   |   |               |   |
|                                                                              | Name:  |   |               |   |
|                                                                              | Title: |   |               |   |

 

3

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ACKNOWLEDGEMENT OF GRANTOR
| STATE OF  | )      |   |
|-----------|--------|--------|
|      |   |   |
|      | )      | ss.    |
|      |   |   |
| COUNTY OF | )      |   |

On this day of                               ,          before me personallyappeared                                    ,proved to me on the basis of satisfactory evidence to be the person whoexecuted the foregoing instrument on behalf of                                    ,who being by me duly sworn did depose and say that he is an authorized officerof said corporation, that the said instrument was signed on behalf of saidcorporation as authorized by its Board of Directors and that he acknowledgedsaid instrument to be the free act and deed of said corporation.
|        |   |   |          |
|--------|--------|--------|---------------|
|   |   |   | Notary Public |

 

4

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Schedule ItoCopyright Security AgreementCopyright Registrations

| A.     | REGISTERED COPYRIGHTS                         |
|--------|-----------------------------------------------|
|   |                                          |
|   | Copyright Reg. No. Date                       |
|   |                                          |
| B.     | COPYRIGHT APPLICATIONS                        |
|   |                                          |
| C.     | COPYRIGHT LICENSES                            |
|   |                                          |
|   | Name of Agreement, Parties, Date of Agreement |

 

5

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Annex 6 toAmended and Restated Security Agreement

PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT, dated as of                           ,                by Merisant Company (the “Borrower”) andeach of the other entities listed on the signature pages hereof [or whichbecomes a party hereto pursuant to Section 7.12 of the Amended andRestated Security Agreement referred to below] (each a “Grantor” and, collectively, the “Grantors”), infavor of Credit Suisse (“CS”), as agentfor the Secured Parties (as defined in the Credit Agreement referred to below)(in such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, dated as of                                   ,2007 (as the same may be amended, restated, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”)among the Borrower, Merisant Worldwide, Inc., the Lenders and Issuers partythereto, CS, as administrative agent for the Lenders and Issuers and ascollateral agent for the Lenders and Issuers, and Credit Suisse Securities(USA) LLC and Jefferies Finance LLC as co-arrangers, Credit Suisse Securities(USA) LLC, as bookrunner and Jefferies Finance LLC, as documentation agent, theLenders and the Issuers have severally agreed to make extensions of credit tothe Borrower upon the terms and subject to the conditions set forth therein;and

WHEREAS, the Grantors other than the Borrower are party to the Guarantypursuant to which they have guaranteed the Obligations; and

WHEREAS, all the Grantors are party to an Amended and Restated SecurityAgreement of even date herewith in favor of the Collateral Agent (as it may beamended, restated, or otherwise modified from time to time, the “Amended and RestatedSecurity Agreement”) pursuant towhich the Grantors are required to execute and deliver this Patent SecurityAgreement;

NOW, THEREFORE, in consideration of the premises and to induce theLenders, the Issuers, the Administrative Agent and the Collateral Agent toenter into the Credit Agreement and to induce the Lenders and the Issuers tomake their respective extensions of credit to the Borrower thereunder, eachGrantor hereby agrees with the Collateral Agent as follows:

**Section 1               DefinedTerms**. Unless otherwise defined herein, terms defined in theCredit Agreement or in the Amended and Restated Security Agreement and usedherein have 

1

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the meanings given to them in the Credit Agreement orthe Amended and Restated Security Agreement.

**Section 2               Grantof Security Interest in Patent Collateral**. Each Grantor, ascollateral security for the full, prompt and complete payment and performancewhen due (whether at stated maturity, by acceleration or otherwise) of theSecured Obligations of such Grantor, hereby collaterally assigns, conveys,mortgages, pledges, hypothecates and transfers to the Collateral Agent for thebenefit of the Secured Parties, and grants to the Collateral Agent for thebenefit of the Secured Parties a lien on and security interest in, all of itsright, title and interest in, to and under the following Collateral of suchGrantor (the “PatentCollateral”):

(a)           all of its Patents and PatentLicenses to which it is a party, including those referred to on Schedule Ihereto (as such Schedule may be amended from time to time by the addition ofPatents and Patent Licenses, subsequently created or acquired, by execution ofa supplement in substantially the same form of Exhibit A attached hereto);

(b)           all reissues, continuations orextensions of the foregoing; and

(c)           all Proceeds of the foregoing,including any claim by Grantor against third parties for past, present orfuture infringement of any Patent or any Patent licensed under any PatentLicense.

**Section 3               Amendedand Restated Security Agreement**. The security interestgranted pursuant to this Patent Security Agreement is granted in conjunctionwith the security interest granted to the Collateral Agent pursuant to theAmended and Restated Security Agreement and each Grantor hereby acknowledgesand affirms that the rights and remedies of the Collateral Agent with respectto the security interest in the Patent Collateral made and granted hereby aremore fully set forth in the Amended and Restated Security Agreement, the termsand provisions of which are incorporated by reference herein as if fully set forthherein.

IN WITNESS WHEREOF, each Grantor has caused this Patent SecurityAgreement to be executed and delivered by its duly authorized offer as of thedate first set forth above.

2

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|                                                                                   |   |   | Very truly  yours, |
|-----------------------------------------------------------------------------------|--------|--------|--------------------|
|                                                                              |   |   |               |
|                                                                              |   |   | [GRANTORS]         |
|                                                                              |   |   |               |   |
|                                                                              |   |   |               |   |
|                                                                              |   |   | By:                |   |
|                                                                              |   |   |               | Name: |
|                                                                              |   |   |               | Title: |
|                                                                              |   |   |               |   |
| Accepted and  Agreed:  CREDIT SUISSE, CAYMAN ISLANDS BRANCH,  as Collateral Agent |   |   |               |
|                                                                              |   |   |               |
|                                                                              |   |   |               |
| By:                                                                               |   |   |               |   |
|                                                                              | Name:  |   |               |   |
|                                                                              | Title: |   |               |   |
|                                                                              |   |   |               |   |
|                                                                              |   |   |               |   |
| By:                                                                               |   |   |               |   |
|                                                                              | Name:  |   |               |   |
|                                                                              | Title: |   |               |   |

 

3

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ACKNOWLEDGEMENT OF GRANTOR
| STATE OF  | )      |   |
|-----------|--------|--------|
|      |   |   |
|      | )      | ss.    |
|      |   |   |
| COUNTY OF | )      |   |

 

On this day of                               ,          before me personallyappeared                                    ,proved to me on the basis of satisfactory evidence to be the person whoexecuted the foregoing instrument on behalf of                                    ,who being by me duly sworn did depose and say that he is an authorized officerof said corporation, that the said instrument was signed on behalf of saidcorporation as authorized by its Board of Directors and that he acknowledgedsaid instrument to be the free act and deed of said corporation.
|        |   |   |          |
|--------|--------|--------|---------------|
|   |   |   | Notary Public |

 

4

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Schedule ItoPatent Security AgreementPatent Registrations

| A.     | REGISTERED PATENTS                            |
|--------|-----------------------------------------------|
|   |                                          |
|   | Patent Reg. No. Date                          |
|   |                                          |
| B.     | PATENT APPLICATIONS                           |
|   |                                          |
| C.     | PATENT LICENSES                               |
|   |                                          |
|   | Name of Agreement, Parties, Date of Agreement |

 

5

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Annex 7 toAmended and Restated Security Agreement

TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, dated as of                           ,                by Merisant Company (the “Borrower”) andeach of the other entities listed on the signature pages hereof or whichbecomes a party hereto pursuant to Section 7.12 of the Amended andRestated Security Agreement referred to below (each a “Grantor” and, collectively, the “Grantors”), infavor of Credit Suisse (“CS”), as agentfor the Secured Parties (as defined in the Credit Agreement referred to below)(in such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, dated as of                                   ,2007 (as the same may be amended, restated, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”)among the Borrower, Merisant Worldwide, Inc., the Lenders and Issuers partythereto, CS, as administrative agent for the Lenders and Issuers and ascollateral agent for the Lenders and Issuers, and Credit Suisse Securities(USA) LLC and Jefferies Finance LLC as co-arrangers, Credit Suisse Securities(USA) LLC, as bookrunner and Jefferies Finance LLC, as documentation agent, theLenders and the Issuers have severally agreed to make extensions of credit tothe Borrower upon the terms and subject to the conditions set forth therein;and

WHEREAS, the Grantors other than the Borrower are party to the Guarantypursuant to which they have guaranteed the Obligations; and

WHEREAS, all the Grantors are party to an Amended and Restated SecurityAgreement of even date herewith in favor of the Collateral Agent (as it may beamended, restated, or otherwise modified from time to time, the “Amended and RestatedSecurity Agreement”) pursuant towhich the Grantors are required to execute and deliver this Trademark SecurityAgreement;

NOW, THEREFORE, in consideration of the premises and to induce theLenders, the Issuers, the Administrative Agent and the Collateral Agent toenter into the Credit Agreement and to induce the Lenders and the Issuers tomake their respective extensions of credit to the Borrower thereunder, eachGrantor hereby agrees with the Collateral Agent as follows:

**Section 1               DefinedTerms**. Unless otherwise defined herein, terms defined in theCredit Agreement or in the Amended and Restated Security Agreement and usedherein have 

1

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the meanings given to them in the Credit Agreement orthe Amended and Restated Security Agreement.

**Section 2               Grantof Security Interest in Trademark Collateral**. Each Grantor,as collateral security for the full, prompt and complete payment andperformance when due (whether at stated maturity, by acceleration or otherwise)of the Secured Obligations of such Grantor, hereby collaterally assigns,conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agentfor the benefit of the Secured Parties, and grants to the Collateral Agent forthe benefit of the Secured Parties a lien on and security interest in, all ofits right, title and interest in, to and under the following Collateral of suchGrantor (the “TrademarkCollateral”):

(a)           all of itsTrademarks and Trademark Licenses to which it is a party, including thosereferred to on Schedule I hereto (as such Schedule may be amended from time totime by the addition of Trademarks and Trademark Licenses, subsequently createdor acquired, by execution of a supplement in substantially the same form ofExhibit A attached hereto);

(b)           all renewals of the foregoing;

(c)           all goodwill of the businessconnected with the use of, and symbolized by, each Trademark and each TrademarkLicense; and

(d)           all Proceeds of the foregoing,including any claim by Grantor against third parties for past, present, future(i) infringement or dilution of any Trademark or Trademark licensed under anyTrademark License or (ii) injury to the goodwill associated with any Trademarkor any Trademark licensed under any Trademark License.

**Section 3               Amendedand Restated Security Agreement**. The security interestgranted pursuant to this Trademark Security Agreement is granted in conjunctionwith the security interest granted to the Collateral Agent pursuant to theAmended and Restated Security Agreement and each Grantor hereby acknowledgesand affirms that the rights and remedies of the Collateral Agent with respectto the security interest in the Trademark Collateral made and granted herebyare more fully set forth in the Amended and Restated Security Agreement, theterms and provisions of which are incorporated by reference herein as if fullyset forth herein.

IN WITNESS WHEREOF, each Grantor has caused this Trademark SecurityAgreement to be executed and delivered by its duly authorized offer as of thedate first set forth above.

2

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|        |   |   | Very truly  yours, |
|--------|--------|--------|--------------------|
|   |   |   |               |
|   |   |   | [GRANTORS]         |
|   |   |   |               |   |
|   |   |   |               |   |
|   |   |   | By:                |   |
|   |   |   |               | Name: |
|   |   |   |               | Title: |

 

3

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|                                                             |   |   |   |
|-------------------------------------------------------------|--------|--------|--------|
| Accepted and  Agreed:                                       |   |   |   |
|                                                        |   |   |   |
| CREDIT SUISSE,  CAYMAN ISLANDS BRANCH,  as Collateral Agent |   |   |   |
|                                                        |   |   |   |
|                                                        |   |   |   |
| By:                                                         |   |   |   |   |
|                                                        | Name:  |   |   |   |
|                                                        | Title: |   |   |   |
|                                                        |   |   |   |   |
|                                                        |   |   |   |   |
| By:                                                         |   |   |   |   |
|                                                        | Name:  |   |   |   |
|                                                        | Title: |   |   |   |

 

4

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ACKNOWLEDGEMENT OF GRANTOR
| STATE OF  | )      |   |
|-----------|--------|--------|
|      |   |   |
|      | )      | ss.    |
|      |   |   |
| COUNTY OF | )      |   |

 

On this day of                               ,          before me personallyappeared                                    ,proved to me on the basis of satisfactory evidence to be the person whoexecuted the foregoing instrument on behalf of                                    ,who being by me duly sworn did depose and say that he is an authorized officerof said corporation, that the said instrument was signed on behalf of saidcorporation as authorized by its Board of Directors and that he acknowledgedsaid instrument to be the free act and deed of said corporation.
|        |   |   |          |
|--------|--------|--------|---------------|
|   |   |   | Notary Public |

 

5

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Schedule ItoTrademark Security AgreementTrademark Registrations

| A.     | REGISTERED TRADEMARKS                         |
|--------|-----------------------------------------------|
|   |                                          |
|   | MarkReg. No. Date                             |
|   |                                          |
| B.     | TRADEMARK APPLICATIONS                        |
|   |                                          |
| C.     | TRADEMARK LICENSES                            |
|   |                                          |
|   | Name of Agreement, Parties, Date of Agreement |

 

6

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Annex 8 toAmended and Restated Security Agreement

ACKNOWLEDGMENT AND CONSENT

Reference is made to thatcertain Amended and Restated Security Agreement (the “Amended and Restated Security Agreement”), dated                        ,2007, made by the Grantors party thereto for the benefit of Credit Suisse, asCollateral Agent.  Capitalized terms usedherein but not defined herein have the meanings given them in the Amended andRestated Security Agreement.

The undersigned herebyacknowledges receipt of a copy of the Amended and Restated Security Agreementand agrees for the benefit of the Collateral Agent and the Lenders as follows:

1.             The undersigned will be bound by the terms of theAmended and Restated Security Agreement and will comply with such terms insofaras such terms are applicable to the undersigned.

2.             The undersigned will notify the Collateral Agentpromptly in writing of the occurrence of any of the events described in Section4.4 of the Amended and Restated Security Agreement and will comply promptlywith any requirements thereof.

3.             The terms of Sections 5.3(c) and 5.5 ofthe Amended and Restated Security Agreement shall apply to the undersigned,mutatis mutandis, with respect to all actions that may be required pursuant to Section5.3(c) or 5.5 of the Amended and Restated Security Agreement.
|        |   |   | MERISANT SPAIN  S.L.                                                                                |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                |
|   |   |   |                                                                                                |
|   |   |   | By:                                                                                                 |   |
|   |   |   |                                                                                                | Name: |
|   |   |   |                                                                                                | Title: |
|   |   |   |                                                                                                |   |
|   |   |   |                                                                                                |   |
|   |   |   | Address for Notices:  [10 South Riverside Plaza, Suite 850  Chicago, IL 60606  Fax: (312) 840-5440] |

 

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