**Exhibit10.1**

$242,489,504

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 9, 2007

among

MERISANT WORLDWIDE, INC.,

MERISANT COMPANY

*as Borrower,*

THE LENDERS AND ISSUERS PARTY HERETO,

CREDIT SUISSE,*as Administrative Agent and CollateralAgent,*

CREDIT SUISSE SECURITIES (USA) LLC,*as Co-Arranger and Bookrunner*

and

JEFFERIES FINANCE LLC,*as Co-Arranger and Documentation Agent*

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TABLE OF CONTENTS
|                                                   | ** ** | ** ** | ** ** | ** **                                                                         | ** ** | **Page** |
|---------------------------------------------------|------------|------------|------------|------------------------------------------------------------------------------------|------------|----------|
|                                              |       |       |       |                                                                               |       |     |
| ARTICLE 1                                         |       |       |
|                                              |       |       |
| DEFINITIONS,  INTERPRETATION AND ACCOUNTING TERMS |       |       |
|                                              |       |       |       |                                                                               |       |     |
| 1.1                                               |       |       |       | Defined Terms                                                                      |       | 1        |
| 1.2                                               |       |       |       | Computation of Time Periods                                                        |       | 44       |
| 1.3                                               |       |       |       | Accounting Terms and Principles                                                    |       | 44       |
| 1.4                                               |       |       |       | Certain Terms                                                                      |       | 44       |
|                                              |       |       |       |                                                                               |       |     |
| ARTICLE 2                                         |       |       |
|                                              |       |       |
| THE FACILITIES                                    |       |       |
|                                              |       |       |       |                                                                               |       |     |
| 2.1                                               |       |       |       | The Commitments                                                                    |       | 46       |
| 2.2                                               |       |       |       | Borrowing Procedures                                                               |       | 47       |
| 2.3                                               |       |       |       | Swing Line Loans                                                                   |       | 49       |
| 2.4                                               |       |       |       | Letters of Credit                                                                  |       | 51       |
| 2.5                                               |       |       |       | Reduction and Termination of the Commitments                                       |       | 57       |
| 2.6                                               |       |       |       | Repayment of Loans                                                                 |       | 58       |
| 2.7                                               |       |       |       | Evidence of Debt                                                                   |       | 59       |
| 2.8                                               |       |       |       | Optional Prepayments                                                               |       | 59       |
| 2.9                                               |       |       |       | Mandatory Prepayments                                                              |       | 60       |
| 2.10                                              |       |       |       | Interest                                                                           |       | 62       |
| 2.11                                              |       |       |       | Conversion/Continuation Option                                                     |       | 64       |
| 2.12                                              |       |       |       | Fees                                                                               |       | 65       |
| 2.13                                              |       |       |       | Payments and Computations                                                          |       | 66       |
| 2.14                                              |       |       |       | Special Provisions Governing LIBO Rate Loans                                       |       | 69       |
| 2.15                                              |       |       |       | Capital Adequacy                                                                   |       | 72       |
| 2.16                                              |       |       |       | Taxes                                                                              |       | 72       |
| 2.17                                              |       |       |       | Substitution of Lenders                                                            |       | 74       |
|                                              |       |       |       |                                                                               |       |     |
| ARTICLE 3                                         |       |       |
|                                              |       |       |
| CONDITIONS TO  LOANS AND LETTERS OF CREDIT        |       |       |
|                                              |       |       |       |                                                                               |       |     |
| 3.1                                               |       |       |       | Conditions Precedent to Initial Loans and Letters of  Credit                       |       | 75       |
| 3.2                                               |       |       |       | Conditions Precedent to Each Loan and Letter of  Credit                            |       | 81       |
| 3.3                                               |       |       |       | Conditions Precedent to the Additional Tranche B  Term Loans and Letters of Credit |       | 82       |

 

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| ARTICLE 4                       |   |                                                     |
|---------------------------------|--------|----------------------------------------------------------|
|                            |   |                                                     |
| REPRESENTATIONS  AND WARRANTIES |   |                                                     |
|                            |   |                                                     |   |   |
| 4.1                             |   | Financial Condition                                      |   | 88 |
| 4.2                             |   | No Change                                                |   | 89 |
| 4.3                             |   | Corporate Existence; Compliance with Law                 |   | 89 |
| 4.4                             |   | Corporate Power; Authorization; Enforceable  Obligations |   | 89 |
| 4.5                             |   | No Legal Bar                                             |   | 90 |
| 4.6                             |   | Litigation                                               |   | 90 |
| 4.7                             |   | No Default                                               |   | 90 |
| 4.8                             |   | Ownership of Property; Liens                             |   | 90 |
| 4.9                             |   | Intellectual Property                                    |   | 90 |
| 4.10                            |   | Taxes                                                    |   | 91 |
| 4.11                            |   | Federal Regulations                                      |   | 91 |
| 4.12                            |   | Labor Matters                                            |   | 91 |
| 4.13                            |   | ERISA                                                    |   | 92 |
| 4.14                            |   | Investment Company Act; Other Regulations                |   | 92 |
| 4.15                            |   | Ownership of Borrower; Subsidiaries                      |   | 92 |
| 4.16                            |   | Use of Proceeds                                          |   | 93 |
| 4.17                            |   | Environmental Matters                                    |   | 93 |
| 4.18                            |   | Accuracy of Information, Etc                             |   | 94 |
| 4.19                            |   | Collateral Documents                                     |   | 95 |
| 4.20                            |   | Solvency                                                 |   | 96 |
| 4.21                            |   | Regulation H                                             |   | 96 |
| 4.22                            |   | Proprietary Rights; Foreign Trademarks                   |   | 96 |
| 4.23                            |   | Insurance                                                |   | 97 |
| 4.24                            |   | Senior Subordinated Debt Documents                       |   | 97 |
|                            |   |                                                     |   |   |
| ARTICLE 5                       |   |                                                     |
|                            |   |                                                     |
| AFFIRMATIVE  COVENANTS          |   |                                                     |
|                            |   |                                                     |   |   |
| 5.1                             |   | Financial Statements                                     |   | 98 |
| 5.2                             |   | Certificates; Other Information                          |   | 99 |
| 5.3                             |   | Payment of Obligations and Taxes                         |   | 101 |
| 5.4                             |   | Maintenance of Existence; Compliance                     |   | 102 |
| 5.5                             |   | Maintenance of Property; Insurance                       |   | 102 |
| 5.6                             |   | Inspection of Property; Books and Records;  Discussions  |   | 102 |
| 5.7                             |   | Notices                                                  |   | 102 |
| 5.8                             |   | Environmental Laws                                       |   | 104 |
| 5.9                             |   | Ratings                                                  |   | 104 |
| 5.10                            |   | Additional Collateral and Guaranties                     |   | 104 |
| 5.11                            |   | Liens Securing Excluded Foreign Subsidiary  Indebtedness |   | 106 |
| 5.12                            |   | Application of Proceeds                                  |   | 106 |
|                                 |        |                                                          |  |  |  |

 

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| ARTICLE 6                                        |   |                                                                                                                                                            |
|--------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                             |   |                                                                                                                                                            |
| NEGATIVE  COVENANTS                              |   |                                                                                                                                                            |
|                                             |   |                                                                                                                                                            |   |   |
| 6.1                                              |   | Financial Condition Covenants                                                                                                                                   |   | 107 |
| 6.2                                              |   | Indebtedness                                                                                                                                                    |   | 109 |
| 6.3                                              |   | Liens                                                                                                                                                           |   | 111 |
| 6.4                                              |   | Fundamental Changes                                                                                                                                             |   | 113 |
| 6.5                                              |   | Disposition of Property                                                                                                                                         |   | 115 |
| 6.6                                              |   | Restricted Payments                                                                                                                                             |   | 116 |
| 6.7                                              |   | Capital Expenditures                                                                                                                                            |   | 118 |
| 6.8                                              |   | Investments                                                                                                                                                     |   | 119 |
| 6.9                                              |   | Transactions with Affiliates                                                                                                                                    |   | 121 |
| 6.10                                             |   | Sales and Leasebacks                                                                                                                                            |   | 121 |
| 6.11                                             |   | Changes in Fiscal Periods                                                                                                                                       |   | 121 |
| 6.12                                             |   | Negative Pledge Clauses                                                                                                                                         |   | 121 |
| 6.13                                             |   | Clauses Restricting Subsidiary Distributions                                                                                                                    |   | 122 |
| 6.14                                             |   | Lines of Business; Activities of Subsidiaries Owning  Capital Stock of Excluded Foreign Subsidiaries and Activities of Merisant  Spain and Merisant Netherlands |   | 122 |
| 6.15                                             |   | Modification of Subordinated Agreements                                                                                                                         |   | 123 |
| 6.16                                             |   | Post Closing Deliveries                                                                                                                                         |   | 123 |
| 6.17                                             |   | Restriction Regarding New Ventures                                                                                                                              |   | 123 |
| 6.18                                             |   | Permitted Additional Secured Indebtedness;  Intercreditor Agreement                                                                                             |   | 124 |
|                                             |   |                                                                                                                                                            |   |   |
| ARTICLE 7                                        |   |                                                                                                                                                            |
|                                             |   |                                                                                                                                                            |
| EVENTS OF  DEFAULT                               |   |                                                                                                                                                            |
|                                             |   |                                                                                                                                                            |   |   |
| 7.1                                              |   | Events of Default                                                                                                                                               |   | 125 |
| 7.2                                              |   | Remedies                                                                                                                                                        |   | 128 |
| 7.3                                              |   | Actions in Respect of Letters of Credit                                                                                                                         |   | 129 |
|                                             |   |                                                                                                                                                            |   |   |
| ARTICLE 8                                        |   |                                                                                                                                                            |
|                                             |   |                                                                                                                                                            |
| THE  ADMINISTRATIVE AGENT; THE COLLATERAL AGENT; |   |                                                                                                                                                            |
| AND THE AGENTS                                   |   |                                                                                                                                                            |
|                                             |   |                                                                                                                                                            |   |   |
| 8.1                                              |   | Authorization And Action                                                                                                                                        |   | 129 |
| 8.2                                              |   | Administrative Agent’s and Collateral Agent’s  Reliance, Etc.                                                                                         |   | 131 |
| 8.3                                              |   | The Administrative Agent Individually                                                                                                                           |   | 131 |
| 8.4                                              |   | Lender Credit Decision                                                                                                                                          |   | 131 |
| 8.5                                              |   | Indemnification                                                                                                                                                 |   | 132 |
| 8.6                                              |   | Successor Administrative Agent or Collateral Agent                                                                                                              |   | 132 |
| 8.7                                              |   | Concerning the Collateral and the Collateral  Documents                                                                                                         |   | 133 |
| 8.8                                              |   | Collateral Matters Relating to Related Obligations                                                                                                              |   | 134 |

 

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| ARTICLE 9     |   |                                           |
|---------------|--------|------------------------------------------------|
|          |   |                                           |
| MISCELLANEOUS |   |                                           |
|          |   |                                           |   |   |
| 9.1           |   | Amendments. Waivers. Etc                       |   | 135 |
| 9.2           |   | Assignments and Participations                 |   | 138 |
| 9.3           |   | Costs and Expenses                             |   | 143 |
| 9.4           |   | Indemnities                                    |   | 144 |
| 9.5           |   | Limitation of Liability                        |   | 147 |
| 9.6           |   | Right of Set-off                               |   | 147 |
| 9.7           |   | Sharing of Payments. Etc.                      |   | 147 |
| 9.8           |   | Notices, Etc                                   |   | 148 |
| 9.9           |   | No Waiver; Remedies                            |   | 150 |
| 9.10          |   | Binding Effect                                 |   | 150 |
| 9.11          |   | Governing Law                                  |   | 150 |
| 9.12          |   | Submission to Jurisdiction; Service of Process |   | 150 |
| 9.13          |   | Waiver of Jury Trial                           |   | 151 |
| 9.14          |   | Marshaling; Payments Set Aside                 |   | 152 |
| 9.15          |   | Section Titles                                 |   | 152 |
| 9.16          |   | Execution in Counterparts                      |   | 152 |
| 9.17          |   | Entire Agreement                               |   | 152 |
| 9.18          |   | Confidentiality                                |   | 152 |
| 9.19          |   | Waiver of Usury Defense                        |   | 153 |
| 9.20          |   | Survival of Agreement                          |   | 153 |
| 9.21          |   | USA Patriot Act                                |   | 153 |
| 9.22          |   | Waiver and Consent                             |   | 153 |
| 9.23          |   | Permitted Merger                               |   | 154 |

 

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| Schedules        |   |   |   |                                                 |
|------------------|--------|--------|--------|------------------------------------------------------|
|             |   |   |   |                                                 |
| Schedule I       |   | -      |   | Commitments                                          |
| Schedule II      |   | -      |   | Applicable Lending Offices and Addresses for Notices |
| Schedule 4.10    |   | -      |   | Tax Returns under Audit or Examination               |
| Schedule 4.15    |   | -      |   | Subsidiaries                                         |
| Schedule 4.19(a) |   | -      |   | Security Interest Filings                            |
| Schedule 4.19(b) |   | -      |   | Mortgage Filings                                     |
| Schedule 4.22    |   | -      |   | Foreign Trademarks                                   |
| Schedule 6.2     |   | -      |   | Existing Indebtedness                                |
| Schedule 6.8     |   | -      |   | Existing Investments                                 |
| Schedule 6.16    |   | -      |   | Post-Closing Deliveries                              |
|             |   |   |   |                                                 |
| Exhibits         |   |   |   |                                                 |
|             |   |   |   |                                                 |
| Exhibit A        |   | -      |   | Form of Assignment and Acceptance                    |
| Exhibit B-1      |   | -      |   | Form of Revolving Credit Note                        |
| Exhibit B-2      |   | -      |   | Form of Tranche (A) (Euro) Term Loan Note            |
| Exhibit B-3      |   | -      |   | Form of Tranche B Term Loan Note                     |
| Exhibit C        |   | -      |   | Form of Notice of Borrowing                          |
| Exhibit D        |   | -      |   | Form of Letter of Credit Request                     |
| Exhibit E        |   | -      |   | Form of Notice of Conversion or Continuation         |
| Exhibit F        |   | -      |   | Form of Opinion of Counsel for the Loan Parties      |
| Exhibit G        |   | -      |   | Form of Guaranty                                     |
| Exhibit H        |   | -      |   | Form of Security Agreement                           |
| Exhibit I        |   | -      |   | Form of Compliance Certificate                       |
| Exhibit J        |   | -      |   | Form of Notice of Optional Prepayment                |

 

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**AMENDEDAND RESTATED CREDIT AGREEMENT**, dated as of May 9, 2007 (this *“Agreement”*), among MERISANT COMPANY, a Delaware corporation(the “*Borrower or “Merisant Company*”),MERISANT WORLDWIDE, INC., a Delaware corporation (“*Holdings*” or “*Merisant Worldwide*”),the Lenders (as defined below), the Issuers (as defined below), CREDIT SUISSE,as administrative agent for the Lenders and the Issuers (in such capacity, the “*Administrative Agent*”) and as collateralagent for the Lenders and Issuers (in such capacity, the “*CollateralAgent*”) and CREDIT SUISSE SECURITIES (USA) LLC and JEFFERIES FINANCELLC as co-arrangers (collectively, in such capacities, the “*Arrangers*”) CREDIT SUISSE SECURITIES (USA)LLC, as bookrunner and JEFFERIES FINANCE LLC, as documentation agent.

**ARTICLE 1DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS**

1.1           Defined Terms.  As used in this Agreement, the followingterms have the following meanings (such meanings to be equally applicable toboth the singular and plural forms of the terms defined):

“*Additional Tranche B TermLoan”* has the meaning setforth in Section 2.1(c).

“*Additional Tranche B Term Loan Commitment”* means, withrespect to each Tranche B Term Loan Lender, the commitment of such Lender tomake Additional Tranche B Term Loans hereunder on the Amendment Closing Date tothe Borrower in the aggregate principal amount outstanding not to exceed theamount set forth opposite such Lender’s name on Schedule I under the caption “AdditionalTranche B Term Loan Commitment” as such amount may be reduced pursuant to thisagreement.

“*AdministrativeAgent*” has the meaning specified in the preamble to this Agreement.

“*AdministrativeQuestionnaire*” means an Administrative Questionnaire in a formsupplied by the Administrative Agent.

“*Affiliate*”means, with respect to any Person, any other Person that, directly orindirectly, is in control of, is controlled by, or is under common controlwith, such Person.  For purposes of thisdefinition, “control” of a Person means the power, directly or indirectly, eitherto (a) vote 10% or more of the securities having ordinary voting power for theelection of directors (or persons performing similar functions) of such Person,or (b) direct or cause the direction of the management and policies of suchPerson, whether by contract or otherwise.

“*Agreement*”has the meaning specified in the preamble to this Agreement.

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“*Agreement Currency*”has the meaning specified in Section 9.12(b).

“*Amendment Closing Date*” means the date(which shall be a Business Day) of the execution and delivery of this Agreementand the delivery of definitive documentation for all Loans hereunder andsatisfaction or waiver of conditions to the availability thereof set forthherein.

“*ApplicableCurrency*” means (a) euro in the case of Euro Loans or ReimbursementObligations in respect of Letters of Credit (Euro) or interest thereon or (b)Dollars in the case of all other Loans, Reimbursement Obligations or otherObligations.

“*ApplicableCurrency Denomination*” means (a) in the case of any Euro Loan,€1,000,000 or an integral multiple of €1,000,000 in excess thereof, (b) in thecase of any LIBO Rate Dollar Loan, $1,000,000 or an integral multiple of$1,000,000 in excess thereof or (c) in the case of any Base Rate Loan,$1,000,000 or an integral multiple of $1,000,000 in excess thereof.

“*Applicable Lender*”has the meaning specified in Section 9.12(b).

“*Applicable LendingOffice*” means, with respect to each Lender, its Domestic LendingOffice in the case of a Base Rate Loan, and its LIBOR Lending Office in thecase of a LIBO Rate Loan.

“*Applicable Margin*”means: (a) in the case of Tranche A (Euro) Term Loans and Tranche B Term Loans,(i) 3.50% per annum with respect to LIBO Rate Loans and (ii) 2.50% per annumwith respect to Base Rate Loans and (b) in the case of Revolving Loans andSwing Line Loans (for Base Rate Loans only), a per annum rate equal to the rateset forth below:
| **Consolidated  First**      | ** ** | **Applicable Margin for   Revolving Loans   and Swing Loans** | ** ** |
|------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|
| **Lien Leverage Ratio**      | ** ** | **LIBO Rate  Loans**                                                                             | ** ** | **Base Rate  Loans** | ** ** |
| Greater than  3.00x          |       | 4.00                                                                                             | %          | 2.75 | % |
| Equal to or less than  3.00x |       | 3.50                                                                                             | %          | 2.50 | % |

 

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“*Applicable UnusedCommitment Fee Rate*” means as of any date of determination, a perannum rate equal to the rate set forth below opposite the then applicableConsolidated Leverage Ratio (determined for the period ending on the last dayof the most recent Fiscal Quarter or Fiscal Year, as applicable, for whichFinancial Statements have been delivered pursuant to Section 5.1(a) or (b)) setforth below:
| Consolidated Leverage Ratio           | ** ** | **Applicable Unused  Commitment Fee Rate** | ** ** |
|-------------------------------------------------|------------|-----------------------------------------------------------|------------|
| Greater than or  equal to 4.5x                  |       | 0.75                                                      | %          |
| Less than 4.5x  but greater than or equal to 4x |       | 0.50                                                      | %          |
| Less than 4x but  greater than or equal to 3.5x |       | 0.50                                                      | %          |
| Less than 3.5x                                  |       | 0.50                                                      | %          |

 

Changes in the ApplicableUnused Commitment Fee Rate resulting from changes in the Consolidated LeverageRatio shall become effective on the date that is 3 Business Days after the dateon which Financial Statements are delivered to the Lenders pursuant to Section5.1(a) or (b) of this Agreement and shall remain in effect until the nextchange to be effected pursuant to this paragraph.  Notwithstanding anything to the contrary setforth in this Agreement (including the then effective Leverage Ratio), (i) ifany financial statements referred to above are not delivered within the timeperiods specified in Section 5.1(a) or (b) of this Agreement, then theApplicable Unused Commitment Fee Rate from and including the date on which suchrespective financial statements were so required to be delivered to but notincluding the date that is 3 Business Days after the date on which suchfinancial statements are delivered, shall equal the highest Applicable Unused CommitmentFee Rate set forth in the above chart; and (ii)upon notice to the Borrower bythe Requisite Revolving Credit Lenders while an Event of Default shall haveoccurred and be continuing, the Applicable Unused Commitment Fee Rate shallequal the highest rate set forth in the above chart.  Each determination of the ConsolidatedLeverage Ratio pursuant to the above chart shall be made in a manner consistentwith the determination thereof pursuant to 6.1(a) of this Agreement.

“*Appointment Letter*”means the Co-Arranger and Documentation Appointment Letter, dated April 17,2007, as may be amended or otherwise modified from time to time, addressed toCredit Suisse Securities (USA) LLC, Credit Suisse, Merisant Worldwide andMerisant Company from Jefferies Finance LLC, as a Co-Arranger and theDocumentation Agent with respect to the appointment of Jefferies Finance LLC asa Co-Arranger and the Documentation Agent to arrange the transactionscontemplated by this Agreement.

“*Approved Fund*”means any Fund that is advised or managed by (a) a Lender, (b) an Affiliate ofa Lender or (c) an entity or Affiliate of an entity that administers or managesa Lender.

“*Arrangers*”has the meaning specified in the preamble.

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“*Asset Sale*”means any Disposition of property or series of related Dispositions of property(excluding any Disposition permitted by clause (a), (b), (c), (d), (f) or (g)of Section 6.5 but including any Disposition permitted by clause (e) of Section6.5) that yields gross proceeds to Holdings, the Borrower or any of itsSubsidiaries (valued at the initial principal amount thereof in the case ofnon-cash proceeds consisting of notes or other debt securities and valued atfair market value in the case of other non-cash proceeds) in excess of$1,000,000 individually for such Disposition of property or series of relatedDispositions.

“*Assignment andAcceptance*” means an assignment and acceptance entered into by aLender and an assignee, and accepted by the Administrative Agent, insubstantially the form of Exhibit A.

“*Available Credit*”means, at any time, an amount equal to (a) the Available Revolving CreditCommitments effective at such time minus (b) the aggregate Revolving CreditOutstandings at such time.

“*Available EuroCredit*” means, at any time, an amount equal to the lesser of (x) theAvailable Credit at such time and (y) the excess, if any, of (a) $15,000,000over (b) the aggregate Revolving Credit Euro Outstandings at such time.

“*AvailableRevolving Credit Commitments*” means, at any time, (i) the aggregateRevolving Credit Commitments effective at such time minus (ii) the aggregateoutstanding potential liability of the Borrower under any Foreign OverdraftGuaranty at such time.

“*Base Rate*”means, for any day, an alternate base rate calculated as a fluctuating rate perannum as shall be in effect from time to time, equal to the greater of:

(a)           Prime Rate in effect on such day; and

(b)           the sum of (i) 0.5% per annum *plus* (ii) the Federal Funds Effective Rateon such day.

As used in thisdefinition, the term “Prime Rate” means the rate of interest per annumannounced from time to time by the Administrative Agent as its prime rate ineffect at its principal office in New York City.  The parties hereto acknowledge that the PrimeRate is an index or base rate and shall not necessarily be the lowest or bestrate charged by Credit Suisse to its customers or other banks.  If for any reason the Administrative Agentshall have determined (which determination shall be conclusive absent manifesterror) that it is unable to ascertain the Federal Funds Effective Rate, for anyreason, including the inability or failure of the Administrative Agent toobtain sufficient quotation in accordance with the terms hereof, the Base Rateshall be determined without regard to clause (b) above until the circumstancesgiving rise to such 

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inability no longerexist.  Any change in the Base Rate dueto a change in the Prime Rate or the Federal Funds Effective Rate shall beeffective as of the effective day of such change in the Prime Rate or the FederalFunds Effective Rate, respectively.

“*Base Rate Loan*”means any Loan during any period in which it bears interest based on the BaseRate.

“*Borrowing*”means a borrowing consisting of Loans made in the same currency on the same dayby the Lenders ratably according to their respective Commitments. A Borrowingmay be a Revolving Credit Borrowing, a Tranche A (Euro) Term Loan Borrowing, aTranche B Term Loan Borrowing or a Swing Line Loan Borrowing.

“*Business Day*”means a day of the year that is:  (a) a dayon which banks are not required or authorized to close in New York City; and(b) with respect to any Loan denominated in euro, in the case of (i) paymentsor purchases of euro, a TARGET Business Day and (ii) all other purposes,including the giving and receiving of notices, a TARGET Business Day on whichbanks are generally open for business in London, England, Frankfurt, Germanyand any other principal financial center as the Administrative Agent may fromtime to time determine for this purpose; and (c) with respect to all notices(except with respect to general matters not relating directly to funding),determinations and fundings in connection with, and payments of principal andinterest on, LIBO Rate Loans, a day for trading by and between banks in depositsof the Applicable Currency for such Loans in the London interbank market.  For purposes of this definition, a “*TARGET Business Day*” is a day when theTrans-European Automated Real-time Gross Settlement Express Transfer System, orany successor thereto, is scheduled to be open for business.

“*CapitalExpenditures*” means, for any period, with respect to any Person, theaggregate of all expenditures by such Person and its Subsidiaries for theacquisition or leasing (pursuant to a capital lease) of fixed or capital assetsor additions to equipment (including replacements, capitalized repairs andimprovements during such period) that are required to be capitalized under GAAPon a consolidated balance sheet of such Person and its Subsidiaries, excluding,without duplication, any such expenditures to the extent constituting (a)expenditures of insurance proceeds to acquire or repair any asset after aRecovery Event with respect to such asset, (b) leasehold improvementexpenditures for which the Borrower or a Subsidiary is reimbursed by thelessor, sublessor or sublessee, (c) expenditures made with the proceeds of anyReinvestment Deferred Amount and (d) with respect to any Investment permittedunder Section 6.8(h), without duplication, (i) the purchase price of suchInvestment or (ii) any capital expenditures expended by the seller or entity tobe acquired in connection with such Investment prior to the date of suchInvestment.

“*Capital LeaseObligations*” means, as to any Person, the obligations of such Personto pay rent or other amounts under any lease of (or other arrangement conveyingthe right to use) real or personal property, or a combination thereof, whichobligations are required to be 

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classified and accountedfor as capital leases on a balance sheet of such Person under GAAP and, for thepurposes of this Agreement, the amount of such obligations at any time shall bethe capitalized amount thereof at such time determined in accordance with GAAP.

“*Capital Stock*”means, with respect to any Person, any Stock or Stock Equivalents of suchPerson.

“*Cash CollateralAccount*” has the meaning specified in the Security Agreement.

“*Cash Equivalents*”means (a) marketable direct obligations issued by, or unconditionallyguaranteed by, the United States or issued by any agency thereof and backed bythe full faith and credit of the United States, in each case maturing withinone year after the date of acquisition thereof; (b) certificates of deposit,time deposits, eurodollar time deposits or overnight bank deposits havingmaturities of six months or less after the date of acquisition thereof issuedby any Lender or by any commercial bank organized under the laws of the UnitedStates or any state thereof having combined capital and surplus of not lessthan $500,000,000; (c) commercial paper of an issuer rated at least A-1 byS&P or P-1 by Moody’s, or carrying an equivalent rating by a nationallyrecognized rating agency, if both of the two named rating agencies ceasepublishing ratings of commercial paper issuers generally, and maturing withinsix months after the date of acquisition thereof; (d) repurchase obligations ofany Lender or of any commercial bank satisfying the requirements of clause (b)of this definition, having a term of not more than 30 days, with respect tosecurities issued or fully guaranteed or insured by the United States; (e)securities with maturities of one year or less after the date of acquisitionthereof issued or fully guaranteed by any state, commonwealth or territory ofthe United States, by any political subdivision or taxing authority of any suchstate, commonwealth or territory or by any foreign government, the securitiesof which state, commonwealth, territory, political subdivision, taxingauthority or foreign government (as the case may be) are rated at least A byS&P or A by Moody’s; (f) securities with maturities of six months or lessafter the date of acquisition thereof backed by standby letters of creditissued by any Lender or any commercial bank satisfying the requirements ofclause (b) of this definition; or (g) shares of money market mutual or similarfunds which invest exclusively in assets satisfying the requirements of clauses(a) through (f) of this definition.

“*Closing Date*”means July 11, 2003.

“*Code*”means the Internal Revenue Code of 1986 (or any successor legislation thereto),as amended from time to time.

“*Collateral*”means all property and interests in property and proceeds thereof now owned orhereafter acquired by any Loan Party in or upon which a Lien is granted underany of the Collateral Documents.

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“*Collateral Agent*”has the meaning specified in the preamble to this agreement.

“*CollateralDocuments*” means the Security Agreement, the Mortgages, the DepositAccount Control Agreements and Securities Account Control Agreements (each asdefined in the Security Agreement), the Deed of Pledge and any other pledge,security agreement or other document executed and delivered by a Loan Partygranting a Lien on any of its property to secure payment of the SecuredObligations.

“*Commitment*”means with respect to any Lender, such Lender’s Revolving Credit Commitment, ifany, Tranche A (Euro) Term Loan Commitment, if any, or Tranche B Term LoanCommitment, if any, and “Commitments” means the aggregate Revolving CreditCommitments, Tranche A (Euro) Term Loan Commitments and the Tranche B Term LoanCommitments of all Lenders.

“*ComplianceCertificate*” means a certificate duly executed by a ResponsibleOfficer substantially in the form of Exhibit I.

“*ConfidentialInformation Memorandum*” means collectively, (a) the ConfidentialInformation Memorandum (Private Version) dated April 17, 2007 and (b) theConfidential Information Memorandum (Public Version) dated April 17, 2007, ineach case furnished to certain of the Lenders who have elected to receive suchConfidential Information Memorandum.

“*ConsolidatedCurrent Assets*” means, at any date, all amounts (other than cash andCash Equivalents) that would, in conformity with GAAP, be set forth oppositethe caption “total current assets” (or any like caption) on a consolidatedbalance sheet of the Borrower and its Subsidiaries at such date.

“*ConsolidatedCurrent Liabilities*” means, at any date, all amounts that would, inconformity with GAAP, be set forth opposite the caption “total currentliabilities” (or any like caption) on a consolidated balance sheet of theBorrower and its Subsidiaries at such date, but excluding (a) the principalamount of the current portion of any Funded Debt of the Borrower and itsSubsidiaries and (b) without duplication of clause (a) above, all Indebtednessconsisting of Revolving Loans or Swing Line Loans to the extent otherwiseincluded therein.

“*ConsolidatedEBITDA*” means, for any period, Consolidated Net Income for suchperiod plus, without duplication and to the extent reflected as a charge in thestatement of such Consolidated Net Income for such period, the sum of (a)  income tax expense, including, withoutlimitation, any expense associated with a gross receipts tax applicable to theBorrower or any of its Subsidiaries, (b) Consolidated Interest Expense, (c) depreciation and amortization expense, (d)  amortization of intangibles (includinggoodwill) and organization costs, (e) any extraordinary, unusual or non-recurring non-cash expenses or losses(including non-cash losses 

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on sales of assetsoutside of the ordinary course of business), (f) non-cash contributions andother non-cash compensation expense, (g) non-cash losses attributable to equity in non-consolidated Subsidiaries,(h)  transaction costs associated with(x) the Recapitalization which are expensed and not amortized (y) the (i)negotiation, execution and closing and (ii) repayment of the Prior Second LienCredit Facility and (z) the amendment and restatement of this Agreement on theAmendment Closing Date, (i) any non-cash foreign currency translationadjustments, (j) any extraordinary or non-recurring cash losses or expensesarising from restructuring not to exceed in the aggregate since October 1, 2002(A) if such period ends prior to January 1, 2004, $8,600,000, (B) if suchperiod begins on or after January 1, 2004 and such period ends prior to January1, 2006, $14,600,000, (C) if such period begins on or after January 1, 2006,$11,000,000 with respect to any such non-recurring cash losses or expensesarising from the implementation of the Borrower’s plan known as “Project Arrow”and related restructuring, $4,000,000 with respect to any such non-recurringcash losses or expenses arising from the transition from H.J. Heinz Company toACH Food Companies, Inc. as exclusive distributor to Borrower and itsSubsidiaries in the United States, (k) litigation expenses of the Borrower, forthe period beginning on January 1, 2007 and ending on December 31, 2007, not toexceed in the aggregate $4,000,000 in its lawsuit against McNeil Nutritionals,LLC and McNeil-PPC, Inc., wholly owned subsidiaries of Johnson & Johnsonbefore the U.S. District Court for the Eastern District of Pennsylvania (CivilAction No. 04-cv-5504) (l) any cash expenses incurred in connection with anywaiver of a Default or Event of Default and any amendment to this Agreement(including any predecessor agreement hereto), including the fees and expensesof any attorneys and financial advisers retained by the Administrative Agentpursuant to Section 9.3 hereof with respect to any such waiver or amendment,(m) any cash (i) IDS Transaction Expenses not to exceed in the aggregate sinceJanuary 1, 2004 (x) if such period ends prior to November 1, 2004, $500,000 or(y) if such period ends on or after November 1, 2004, $4,500,000, and (ii)transaction expenses incurred by the Borrower associated with the ThirdAmendment to Credit Agreement, (n) any other non-cash charges, including (incase of clauses (e), (f), (g), (i) or (p)) charges representing either (x)accruals of or reserves for cash expenditures in a future period or (y)amortization of prepaid items paid in cash in a prior period, (o) chargesarising from (x) write-offs or write-downs of obsolete or slow-movinginventory, or (y) write-offs of account receivables or indebtedness including,without limitation, any such charges resulting from the insolvency orreceivership proceedings of Food Brokers Limited or Winn-Dixie Stores, Inc.,all such charges under clauses (x) and (y) not to exceed $5,000,000 in theaggregate since September 30, 2004 and (p) expenses incurred by the Borrower orany Subsidiary prior to January 1, 2009 in connection with the development andcommercialization of the all-natural, zero-calorie sweetener to be marketedunder the Sweet Simplicity® trademark, in an amount not to exceed in theaggregate $15,000,000,  minus, to theextent included in the statement of such Consolidated Net Income for suchperiod, the sum of (a) any extraordinary, unusual or non-recurring income orgains (including, whether or not otherwise includable as a separate item in thestatement of such Consolidated Net Income for such period, gains on the salesof assets outside of the ordinary course of business), (b) non-cash gainsrelated to employee compensation, (c) any other non-cash income, all asdetermined on a consolidated basis, and (d) cash expenditures for (x)previously accrued or reserved charges or (y) prepaid items to be amortized infuture periods.  For the purposes ofcalculating Consolidated EBITDA for any period of four consecutive FiscalQuarters (each, a “Reference Period”) pursuant to any determination of theConsolidated Leverage Ratio, (i) if at any time during such Reference Periodthe Borrower or 

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any Subsidiary shall havemade any Material Disposition, the Consolidated EBITDA for such ReferencePeriod shall be reduced by an amount equal to the Consolidated EBITDA (ifpositive) attributable to the property that is the subject of such MaterialDisposition for such Reference Period or increased by an amount equal to theConsolidated EBITDA (if negative) attributable thereto for such ReferencePeriod and (ii)  if during such ReferencePeriod the Borrower or any Subsidiary shall have made a Material Acquisition,Consolidated EBITDA for such Reference Period shall be calculated after givingpro forma effect thereto as if such Material Acquisition occurred on the firstday of such Reference Period.  As used inthis definition, “Material Acquisition” means any acquisition of property orseries of related acquisitions of property (including by way of a merger orconsolidation) that (a)  constitutesassets comprising all or substantially all of an operating unit of a businessor constitutes all or substantially all of the common stock of a Person and(b)  involves the payment ofconsideration by the Borrower and its Subsidiaries in excess of $10,000,000;and “Material Disposition” means any Disposition of property or series ofrelated Dispositions of property that yields gross proceeds to the Borrower orany of its Subsidiaries in excess of $10,000,000.

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

“*ConsolidatedInterest Coverage Ratio*” means, for any period, the ratio of (a)Consolidated EBITDA for such period to (b) Consolidated Interest Expense forsuch period.

“*ConsolidatedInterest Expense*” means, for any period:

(a)           total cash interest expense(including that attributable to Capital Lease Obligations) for such period(including all commissions, discounts and other fees and charges associatedwith Indebtedness (including the Loans) or owed with respect to letters ofcredit and bankers’ acceptance financing); *minus*

(b)           any cash interest income for suchperiod, all determined for the Borrower and its Subsidiaries on a consolidatedbasis in conformity with GAAP.

“*Consolidated LeaseExpense*” means, for any period, the aggregate amount of fixed andcontingent rentals payable by the Borrower and its Subsidiaries for such periodwith respect to leases of real and personal property, determined on aconsolidated basis in accordance with GAAP.

“*ConsolidatedLeverage Ratio*” means, as at the last day of any period, the ratioof (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for suchperiod.

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“*Consolidated NetIncome*” means, for any period, the consolidated net income (or loss)of the Borrower and its Subsidiaries, determined on a consolidated basis inaccordance with GAAP; *provided*that there shall be excluded (a) the income (or loss) of any Person accruedprior to the date it becomes a Subsidiary of the Borrower or is merged into orconsolidated with the Borrower or any of its Subsidiaries or such Person isacquired in a pooling of interests transaction, (b) the income (or loss) of anyPerson (other than a Subsidiary of the Borrower whose net income isconsolidated into the net income of the Borrower in accordance with GAAP) inwhich the Borrower or any of its Subsidiaries has an ownership interest, exceptto the extent that any such income is actually received by the Borrower or suchSubsidiary in the form of dividends or similar distributions, (c) the netincome of any Subsidiary of the Borrower to the extent that the declaration orpayment of dividends or similar distributions by such Subsidiary is at the timerestricted or not permitted by the terms of any Contractual Obligation (otherthan under any Loan Document) or Requirement of Law applicable to suchSubsidiary except to the extent any such income is actually received by theBorrower or such Subsidiary in the form of dividends or similar distributions,and (d) any one-time increase or decrease to net income which is required to berecorded because of the adoption of new accounting policies, practices orstandards required by GAAP.

“*Consolidated TotalDebt*” means, at any date, the aggregate principal amount of allIndebtedness of the Borrower and its Subsidiaries at such date, determined on aconsolidated basis in accordance with GAAP.

“*Consolidated TotalFirst Lien Debt*” means, at any date, the aggregate principal amountof all outstanding Tranche A (Euro) Term Loans, *plus* the aggregate principal amount of all outstandingTranche B Term Loans, *plus* theaggregate Revolving Credit Commitments (solely to the extent Revolving Loansare outstanding).

“*Consolidated TotalSenior Debt*” means, at any date, the aggregate principal amount ofall Indebtedness of the Borrower and its Subsidiaries at such date (excludingthe Indebtedness in respect of the Senior Subordinated Notes, the SeniorSubordinated Discount Notes and any other Indebtedness of obligors which areLoan Parties and that, as to each obligor thereon, is subordinated and juniorin right of payment to the Secured Obligations of such obligor to the same orgreater extent as the obligations of such obligor with respect to the SeniorSubordinated Notes are so subordinated and junior in right of payment, asdetermined by the Administrative Agent in the exercise of its reasonablediscretion), all as determined on a consolidated basis in accordance with GAAP.

“*ConsolidatedWorking Capital*” means, at any date, the excess of ConsolidatedCurrent Assets on such date *over*Consolidated Current Liabilities on such date.

“*ConstituentDocuments*” means, with respect to any Person, (a) the articles ofincorporation, certificate of incorporation or certificate of formation (or theequivalent organizational documents) of such Person, (b) the by-laws (or theequivalent governing 

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documents) of such Personand (c) any document setting forth the manner of election and duties of thedirectors or managing members of such Person (if any) and the designation,amount or relative rights, limitations and preferences of any class or seriesof such Person’s Stock.

“*ContinuingDirectors*” means (a) prior to the date of the Permitted Merger, thedirectors of Merisant Worldwide on the Formation Date and each other director,if, in each case, such other director’s nomination for election to the board ofdirectors of Merisant Worldwide is recommended by at least 66 2⁄3%(exclusive of the effect of any ownership by the Permitted NoteholderInvestors) of the then Continuing Directors or such other director receives thevote of the LLC or the Permitted Investors, if applicable, in his or herelection by the shareholders of Merisant Worldwide or (b) on or after the dateof the Permitted Merger, the directors who were identified as Continuing Directorspursuant to clause (a) above on the date immediately prior to the PermittedMerger and each other director, if, in each case, such director’s nominationfor the election to the board of directors of the Surviving Entity isrecommended by at least 662⁄3% (exclusive of the effect of any ownership bythe Permitted Noteholder Investors) of the then Continuing Directors or suchother director receives the vote of the LLC or the Permitted Investors, ifapplicable, in his or her election by the shareholders of the then SurvivingEntity.

“*ContractualObligation*” of any Person means any obligation, agreement,undertaking or similar provision of any Security issued by such Person or ofany agreement, undertaking, contract, lease, indenture, mortgage, deed of trustor other instrument (excluding a Loan Document) to which such Person is a partyor by which it or any of its property is bound or to which any of itsproperties is subject.

“*Control InvestmentAffiliate*” means as to any Person, any other Person that (a) directlyor indirectly, is in control of, is controlled by, or is under common controlwith, such Person and (b) is organized by such Person primarily for the purposeof making equity or debt investments in one or more companies.  For purposes of this definition, “control” ofa Person means the power, directly or indirectly, to direct or cause thedirection of the management and policies of such Person whether by contract orotherwise.

“*Corporate Chart*”means a corporate organizational chart, list or other similar document in eachcase in form reasonably acceptable to the Administrative Agent and settingforth, for each Person that is a Loan Party, that is subject to Section 5.9 orthat is a Subsidiary of any Loan Party, (a) the full legal name of such Person(and any trade name, fictitious name or other name such Person may have had oroperated under), (b) the jurisdiction of organization, the organizationalnumber (if any) and the tax identification number (if any) of such Person, (c)the location of such Person’s chief executive office (or sole place ofbusiness) and (d) the number of shares of each class of such Person’s Stockauthorized (if applicable), the number outstanding as of the date of deliveryand the number and percentage of such outstanding shares for each such classowned (directly or indirectly) by any Loan Party or any Subsidiary of any LoanParty.

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“*Credit Suisse*”means Credit Suisse acting through one or more of its branches or affiliates.

“*Cure Amount*”has the meaning specified in Section 6.1(d).

“*Cure Right*” hasthe meaning specified in Section 6.1(d).

“*Debt Issuance*”means the incurrence of Indebtedness by Holdings, the Borrower or any of itsSubsidiaries (other than any Indebtedness incurred in accordance with Section6.2).

“*Deed of Pledge*”means that certain deed of pledge, dated as of July 11, 2003 among MFH in favorof the Administrative Agent.

“*Default*”means any event which with the passing of time or the giving of notice or bothwould become an Event of Default.

“*DisclosureDocuments*” means the Confidential Information Memorandum and relatedmaterials.

“*Disposition*”means, with respect to any property, (a) any sale, lease, sale and leaseback,assignment, conveyance, transfer or other disposition (including by way of amerger or consolidation) of such property or any interest therein (includingthe sale or factoring at maturity or collection of any accounts but excludingthe granting in the ordinary course of business of nonexclusive licenses ofIntellectual Property of the Borrower and its Subsidiaries in respect of whichneither the Borrower nor any Subsidiary is to receive any monetaryconsideration) or (b) permitting or suffering any other Person to acquire anyinterest (other than a Lien permitted under Section 6.3) in such property.  The terms “*Dispose*”and “*Disposed of*” shall havecorrelative meanings.

“*DisqualifiedCapital Stock*” means, with respect to any Person, any Capital Stockwhich by its terms (or by the terms of any security into which it isconvertible or for which it is exchangeable at the option of the holder) orupon the happening of any event:  (a)matures or is mandatorily redeemable (other than redeemable only for CapitalStock of such Person which is not itself Disqualified Capital Stock) pursuantto a sinking fund obligation or otherwise; (b) is convertible or exchangeableat the option of the holder for Indebtedness or Disqualified Capital Stock; or(c) is mandatorily redeemable or must be purchased upon the occurrence ofcertain events or otherwise, in whole or in part, in each case on or prior tothe date that is 272 days after the latest of the Scheduled Termination Date,the Tranche A (Euro) Term Loan Maturity Date and the Tranche B Term LoanMaturity Date; *provided*, *however*,that any Capital Stock that would not constitute Disqualified Capital Stock butfor provisions thereof giving holders thereof the right to require such Personto purchase or redeem such Capital Stock upon the occurrence of 

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an “asset sale” or “changeof control” occurring prior to the date which is seventeen (17) months afterthe latest of the Scheduled Termination Date, the Tranche A (Euro) Term LoanMaturity Date and the Tranche B Term Loan Maturity Date shall not constituteDisqualified Capital Stock if (i) such “asset sale” or “change of control”provisions applicable to such Capital Stock are not more favorable to theholders of such Capital Stock than the terms applicable to the Loan Documentsand described under Sections 6.4, 6.5 and 7.1(k) and (l), and (ii) any suchrequirement only becomes operative after compliance with such terms applicableto the Loan Documents, including the issuance of any Indebtedness thereunder.

“*Documentary Letterof Credit*” means any Letter of Credit intended to be drawn uponpresentation of documents evidencing the sale or shipment of goods purchased bythe Borrower or any of its Subsidiaries in the ordinary course of its business.

“*Dollar Equivalent*”means, at the time of determination thereof, (a) in relation to any amountdenominated in euro, the equivalent of such amount in Dollars determined byusing the rate of exchange indicated for the purchase of Dollars with euro onthe Bloomberg Key Cross Currency Rates screen at 11:00 a.m. (New York Citytime) on the most recent Valuation Date; or (b) in relation to any amountdenominated in Dollars, the amount thereof.

“*Dollar Loan*”means a Loan denominated in Dollars.

“*Dollars*”and the sign “*$*” each mean thelawful money of the United States of America.

“*Domestic LendingOffice*” means, with respect to any Lender, the office of such Lenderspecified as its “Domestic Lending Office” opposite its name on Schedule II oron the Assignment and Acceptance by which it became a Lender or such otheroffice of such Lender as such Lender may from time to time specify to the Borrowerand the Administrative Agent.

“*DomesticSubsidiary*” means any Subsidiary of the Borrower that is not aForeign Subsidiary.

“*Engagement Letter*”means the Engagement Letter, dated April 5, 2007, as may be amended or modifiedfrom time to time, addressed to Merisant Worldwide and Merisant Company fromCredit Suisse Securities (USA) LLC, as an Arranger and the Administrative Agentwith respect to the engagement of Credit Suisse Securities (USA) LLC as anArranger and the Administrative Agent to arrange the transactions contemplatedby this Agreement.

“*Environmental Laws*”means any and all foreign, Federal, state, local or municipal laws, rules,orders, regulations, statutes, ordinances, codes, decrees, requirements of anyGovernmental Authority or other Requirements of Law (including common law)regulating, 

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relating to or imposingliability or standards of conduct concerning protection of human health or theenvironment.

“*Environmental Liabilitiesand Cost*” means any liability, contingent or otherwise (includingany liability for damages, costs of environmental remediation, fines, penaltiesor indemnities), of any Loan Party or its Subsidiary directly or indirectlyresulting from or based upon (a) violation of any Environmental Law, (b) thegeneration, use, handling, transportation, storage, treatment or disposal ofany Materials of Environmental Concern, (c) exposure to any Materials ofEnvironmental Concern, (d) the Release or threatened Release of any Materialsof Environmental Concern into the environment or (e) any contract, agreement orother consensual arrangement pursuant to which liability is assumed or imposedwith respect to any of the foregoing.

“*Equity Issuance*”means the issue or sale of any Capital Stock of Holdings, the Borrower or anyof the Subsidiaries of the Borrower by Holdings, the Borrower or any of theSubsidiaries of the Borrower to any Person or any contribution by any Person tothe capital of Holdings, the Borrower or any of its Subsidiaries other than:

(i)            prior to the Permitted Merger anyissuance or sale of Capital Stock of Merisant Company to (or capitalcontribution in respect thereof to Merisant Company by) Merisant Worldwide;

(ii)           any issuance or sale of Capital Stockof any Subsidiary of the Borrower to (or capital contribution in respectthereof to such Subsidiary by) the Borrower or any Subsidiary of the Borrowerto the extent permitted by Section 6.5;

(iii)          any Capital Stock of MerisantWorldwide issued (A) upon exercise of options in respect of the Stock ofMerisant Worldwide held by directors, officers and employees of MerisantWorldwide, the Merisant Company and its Subsidiaries or (B) to management ofMerisant Company or any of its Subsidiaries;

(iv)          upon or after the Permitted Mergerwhere Merisant Worldwide is the Surviving Entity, any Capital Stock of MerisantWorldwide issued (A) upon exercise of options in respect of the Stock ofMerisant Worldwide held by directors, officers and employees of MerisantWorldwide and its Subsidiaries or (B) to management of Merisant Worldwide orany of its Subsidiaries; or

(v)           upon or after the Permitted Mergerwhere Merisant Company is the Surviving Entity, any Capital Stock of MerisantCompany issued (A) upon exercise of options in respect of the Stock of MerisantCompany held by directors, 

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officersand employees of Merisant Company and its Subsidiaries or (B) to management ofMerisant Company or any of its Subsidiaries

 “*ERISA*” means the Employee RetirementIncome Security Act of 1974 (or any successor legislation thereto), as amendedfrom time to time, and the regulations promulgated hereunder.

“*ERISA Affiliate*”means any trade or business (whether or not incorporated) under common controlwhich, together with the Borrower or any of its Subsidiaries, is or is treatedas a single employer within the meaning of Section 414 (b) or (c) of the Code.

“*euro*”and the sign “*€*” each mean thelawful money of the participating member states of the European Union.

“*Euro Loan*”means any Revolving Euro Loan and any Tranche A (Euro) Term Loan.

“*EurocurrencyLiabilities*” has the meaning specified in Regulation D of theFederal Reserve Board, as in effect from time to time.

“*Event of Default*”has the meaning specified in Article 7.

“*Excess Cash Flow*”means, for any Fiscal Year of the Borrower, the excess, if any, of (a) the sum,without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii)an amount equal to the amount of all non-cash charges (including depreciationand amortization) deducted in arriving at such Consolidated Net Income, (iii)the excess, if any, of Consolidated Working Capital at the beginning of suchFiscal Year over the Consolidated Working Capital at the end of such FiscalYear, and (iv) an amount equal to the aggregate net non-cash loss on theDisposition of property by the Borrower and its Subsidiaries during such FiscalYear (other than sales of inventory in the ordinary course of business), to theextent deducted in arriving at such Consolidated Net Income *over* (b) the sum, without duplication, of(i) an amount equal to the amount of all non-cash credits included in arrivingat such Consolidated Net Income, (ii) the aggregate amount actually paid by theBorrower and its Subsidiaries in cash during such Fiscal Year on account ofCapital Expenditures to the extent such Capital Expenditures are permitted bythis Agreement (excluding the principal amount of Indebtedness incurred inconnection with such expenditures), (iii) the aggregate amount of (x) all cashprincipal prepayments of Revolving Loans and Swing Line Loans during suchFiscal Year to the extent accompanying permanent optional reductions of theRevolving Credit Commitments pursuant to Section 2.5(a), (y) all optional cashprincipal prepayments of the Term Loans pursuant to Section 2.8(b) during suchFiscal Year and (z) all mandatory cash principal payments of Funded Debt(including the Term Loans) of the Borrower and its Subsidiaries made duringsuch Fiscal Year as the result of receipt 

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of (1) cash proceeds ofan Asset Sale during such Fiscal Year to the extent of net cash gain derivingfrom such Asset Sale included in arriving at such Consolidated Net Income or(2) cash payments on the SwissCo Intercompany Note during such Fiscal Year tothe extent of cash credits of SwissCo 2 and its Subsidiaries during such FiscalYear included in arriving at such Consolidated Net Income, (iv) the aggregateamount of all regularly scheduled cash principal payments of Funded Debt of theBorrower and its Subsidiaries made during such Fiscal Year (other than inrespect of any revolving credit facility to the extent that there is not anequivalent permanent reduction in commitments thereunder) to the extent suchFunded Debt and payments are permitted by this Agreement, (v) the excess, ifany, of Consolidated Working Capital at the end of such Fiscal Year overConsolidated Working Capital at the beginning of such Fiscal Year, (vi) anamount equal to the aggregate net non-cash gain on the Disposition of propertyby the Borrower and its Subsidiaries during such Fiscal Year (other than salesof inventory in the ordinary course of business), to the extent included inarriving at such Consolidated Net Income and (vii) the aggregate amount of allInvestments permitted under Section 6.8(h) made in cash during such FiscalYear.

“*Exchange Act*”means the Securities Exchange Act of 1934, as amended.

“*Excluded ForeignSubsidiary*” means any Foreign Subsidiary (a) in respect of whicheither (i) the pledge of all of the Stock of such Subsidiary as Collateral or(ii) the guaranteeing by such Subsidiary of the Obligations, would, in the goodfaith judgment of the Borrower, result in adverse tax consequences to theBorrower and (b) which is not a party or subject to any Guaranty Obligation inrespect of any Indebtedness of any Loan Party.

“*Executive Orders*”has the meaning set forth in Section 9.2(b).

“*Existing Tranche B Term Loan Commitment*”means, with respect to each Tranche B Term Loan Lender, the commitment of suchLender to make Existing Tranche B Term Loans to the Borrower in the aggregateprincipal amount outstanding not to exceed the amount set forth opposite suchLender’s name on Schedule I under the caption “Existing Tranche B Term LoanCommitment” as such amount may be reduced pursuant to this Agreement.

“*Existing Tranche B TermLoans”*has the meaning set forth in Section 2.1(c).

“*Facilities*”means (a) the Tranche A (Euro) Term Loan Facility, (b) the Tranche B Term LoanFacility and (c) the Revolving Credit Facility.

“*Fair Market Value*”means (a) with respect to any asset or group of assets (other than a marketableSecurity) at any date, the value of the consideration obtainable in a sale ofsuch asset at such date assuming a sale by a willing seller to a willingpurchaser dealing at arm’s length and arranged in an orderly manner over areasonable period of time having regard to the 

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nature andcharacteristics of such asset, as reasonably determined by (i) management ofthe Borrower or (ii) in respect of any asset or group of assets valued at morethan $20,000,000, by the board of directors of the Borrower, or, if such assetshall have been the subject of a relatively contemporaneous appraisal by anindependent third party appraiser, the basic assumptions underlying which havenot materially changed since its date, the value set forth in such appraisal,and (b) with respect to any marketable Security at any date, the closing saleprice of such Security on the Business Day next preceding such date, asappearing in any published list of any national securities exchange or theNASDAQ Stock Market or, if there is no such closing sale price of suchSecurity, the final price for the purchase of such Security at face valuequoted on such business day by a financial institution of recognized standingwhich regularly deals in securities of such type selected by the AdministrativeAgent.

“*Federal FundsEffective Rate*” means, for any period, a fluctuating interest rateper annum equal for each day during such period to the weighted average of therates on overnight Federal funds transactions with members of the FederalReserve System arranged by Federal funds brokers, as published for such day(or, if such day is not a Business Day, for the next preceding Business Day) bythe Federal Reserve Bank of New York, or, if such rate is not so published forany day which is a Business Day, the average of the quotations for such day onsuch transactions received by the Administrative Agent from three Federal fundsbrokers of recognized standing selected by it.

“*Federal ReserveBoard*” means the Board of Governors of the Federal Reserve System,or any successor thereto.

“*FinancialStatements*” means the financial statements of the Borrower and itsSubsidiaries delivered in accordance with Section 4.1 and Section 5.1.

“*First-TierExcluded Subsidiary*” means any Excluded Foreign Subsidiary of whichany shares of Stock are owned directly by Holdings, the Borrower or one or moreIncluded Subsidiaries.

“*Fiscal Quarter*”means each of the three-month periods ending on March 31, June 30, September 30and December 31.

“*Fiscal Year*”means the twelve-month period ending on December 31.

“*Foreign OverdraftGuaranty*” means any Guaranty Obligation of the Borrower with respectto overdrafts by Excluded Foreign Subsidiaries with respect to deposit accountsmaintained outside the United States.

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“*Foreign RequiredMinority Shares*” means Capital Stock of a Foreign Subsidiary that isrequired by the applicable laws and regulations of such foreign jurisdiction tobe owned by the government of such foreign jurisdiction or individual orcorporate citizens of such foreign jurisdiction in order for such ForeignSubsidiary to transact business in such foreign jurisdiction.

“*Foreign Subsidiary*”means any Subsidiary of the Borrower that both (a) is not organized under thelaws of the United States, any state thereof or the District of Columbia and(b) conducts substantially all of its business operations outside of the UnitedStates.  For purposes of this definition,“United States” excludes the Commonwealth of Puerto Rico so long as acorporation formed under the laws of the Commonwealth of Puerto Rico is treatedas a foreign corporation under Section 7701 of the Code.

“*Foreign Trademarks*”means the trademarks and the trademark license agreement with The NutraSweetCompany owned by SwissCo 2 and pledged by SwissCo 2 to the Borrower pursuant tothe SwissCo 2 Note Security Agreement to secure SwissCo 2’s obligations underthe SwissCo Intercompany Note.

“*Formation Date*”means March 17, 2000, the date of original acquisition by Merisant Company ofits principal assets.

“*Fund*”means any Person (other than a natural Person) that is or will be engaged inmaking, purchasing, holding or otherwise investing in commercial loans andsimilar extensions of credit in the ordinary course of its business.

“*Funded Debt*”means, as to any Person, all Indebtedness of such Person that matures more thanone year from the date of its creation or matures within one year from suchdate but is renewable or extendible, at the option of such Person, to a datemore than one year from such date or arises under a revolving credit or similaragreement that obligates the lender or lenders to extend credit during a periodof more than one year from such date, including all current maturities andcurrent sinking fund payments in respect of such Indebtedness whether or notrequired to be paid within one year from the date of its creation and, in thecase of the Borrower, Indebtedness in respect of the Loans.

“*GAAP*”means generally accepted accounting principles in the United States of Americaas in effect from time to time set forth in the opinions and pronouncements ofthe Accounting Principles Board and the American Institute of Certified PublicAccountants and the statements and pronouncements of the Financial AccountingStandards Board, or in such other statements by such other entity as may be ingeneral use by significant segments of the accounting profession, which areapplicable to the circumstances as of the date of determination.

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“*GovernmentalAuthority*” means any nation or government, any state or otherpolitical subdivision thereof and any entity exercising executive, legislative,judicial, regulatory or administrative functions of or pertaining togovernment.

“*Granting Lender*”has the meaning specified in Section 9.2(f).

“*Guarantor*”means Holdings and each Subsidiary Guarantor.

“*Guaranty*”means the guaranty, in substantially the form of Exhibit G, executed by eachGuarantor.

“*GuarantyObligation*” means, as applied to any Person, any direct or indirectliability, contingent or otherwise, of such Person with respect to anyIndebtedness of another Person, if the purpose or intent of such Person inincurring the liability is to provide assurance to the obligee of suchIndebtedness that such Indebtedness will be paid or discharged, or that any agreementrelating thereto will be complied with, or that any holder of such Indebtednesswill be protected (in whole or in part) against loss in respect thereofincluding, (a) the direct or indirect guaranty, endorsement (other than forcollection or deposit in the ordinary course of business), co-making,discounting with recourse or sale with recourse by such Person of Indebtednessof another Person and (b) any liability of such Person for Indebtedness ofanother Person through any agreement (contingent or otherwise) (i) to purchase,repurchase or otherwise acquire such Indebtedness or any security therefor, orto provide funds for the payment or discharge of such Indebtedness (whether inthe form of a loan, advance, stock purchase, capital contribution or otherwise),(ii) to maintain the solvency or any balance sheet item, level of income orfinancial condition of another Person, (iii) to make take-or-pay or similarpayments, if required, regardless of non-performance by any other party orparties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee)property, or to purchase or sell services, primarily for the purpose ofenabling the debtor to make payment of such Indebtedness or to assure theholder of such Indebtedness against loss, or (v) to supply funds to or in anyother manner invest in such other Person (including to pay for property orservices irrespective of whether such property is received or such services arerendered), if in the case of any agreement described under subclause (i), (ii),(iii), (iv) or (v) of clause (b) of this sentence the primary purpose or intentthereof is to provide assurance that Indebtedness of another Person will bepaid or discharged, that any agreement relating thereto will be complied withor that any holder of such Indebtedness will be protected (in whole or in part)against loss in respect thereof. The amount of any Guaranty Obligationdescribed in the preceding sentence shall be equal to the amount of theIndebtedness so guaranteed or otherwise supported or, if the amount of themaximum liability under such Guaranty Obligation is less than the amount ofsuch Indebtedness, then the amount of such maximum liability.

“*Hedging Contracts*”means all Interest Rate Contracts, foreign exchange contracts, currency swap oroption agreements, forward contracts, commodity swap, purchase or optionagreements, other commodity price hedging arrangements, and all other similar 

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agreements orarrangements designed to alter the risks of any Person arising fromfluctuations in interest rates, currency values or commodity prices.

“*Holdings*”has the meaning specified in the preamble of this Agreement.

“*Holdings PermittedPreferred Stock*” means any preferred Capital Stock issued byHoldings in a transaction which, (a) (i) a Default or Event of Default is notcontinuing after giving effect to the issuance of such Capital Stock, and (ii)is not Disqualified Capital Stock, or (b) does not otherwise confer upon theholders of such preferred Capital Stock any rights or impose obligations onHoldings, that, taken as a whole, would be materially adverse to the interestsof Holdings or the Lenders as determined by the Administrative Agent in theexercise of its reasonable discretion.

“*IDS TransactionExpenses*” means any transaction expenses (excluding interestexpense) incurred by Merisant Worldwide in connection with the proposed “Transactions”(as defined in Amendment No. 3 to the Registration Statement on Form S-1 ofMerisant Worldwide (File No. 333-115021)), whether or not the Transactions areconsummated, determined in accordance with GAAP.

“*IncludedSubsidiary*” means any Subsidiary of Holdings or the Borrower that isnot an Excluded Foreign Subsidiary.

“*Indebtedness*”means, with respect to any Person at any date, without duplication, (a) allindebtedness of such Person for borrowed money, (b) all obligations of suchPerson for the deferred purchase price of property or services (other thancurrent trade payables incurred in the ordinary course of such Person’sbusiness), (c) all obligations of such Person evidenced by notes, bonds,debentures or other similar instruments, (d) all indebtedness created orarising under any conditional sale or other title retention agreement withrespect to property acquired by such Person (even though the rights andremedies of the seller or lender under such agreement in the event of defaultare limited to repossession or sale of such property), (e) all Capital LeaseObligations of such Person, (f) all obligations of such Person, contingent orotherwise, as an account party or applicant under or in respect of acceptances,letters of credit, surety bonds or similar arrangements, (g) all obligations ofsuch Person to purchase, redeem, retire, defease or otherwise acquire for valueany Capital Stock of such Person, valued, in the case of redeemable preferredstock, at the greater of its voluntary or involuntary liquidation preferenceplus accrued and unpaid dividends, (h) all Guaranty Obligations of such Personin respect of obligations of the kind referred to in clauses (a) through (g)above, (i) all obligations of the kind referred to in clauses (a) through (h)above secured by (or for which the holder of such obligation has an existingright, contingent or otherwise, to be secured by) any Lien on property (includingaccounts and contract rights) owned by such Person, whether or not such Personhas assumed or become liable for the payment of such obligation, and (j) forthe purposes of Section 6.2 and Section 7.1(e) only, all obligations of suchPerson in respect of Hedging Contracts. The Indebtedness of any Person shall include the Indebtedness of anyother entity (including any 

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partnership in which suchPerson is a general partner) to the extent such Person is liable therefor as aresult of such Person’s ownership interest in or other relationship with suchentity, except to the extent the terms of such Indebtedness expressly providethat such Person is not liable therefor.

“*IndemnifiedMatters*” has the meaning specified in Section 9.4(a).

“*Indemnitee*”has the meaning specified in Section 9.4(a).

“*Insolvency*”means with respect to any Multiemployer Plan, the condition that such Plan isinsolvent within the meaning of Section 4245 of ERISA.

“*Insolvent*”means pertaining to a condition of Insolvency.

“*IntellectualProperty*” means the collective reference to all rights, prioritiesand privileges relating to intellectual property, whether arising under UnitedStates, multinational or foreign laws or otherwise, including copyrights,copyright licenses, patents, patent licenses, trademarks, trademark licenses,technology, know-how and processes, and all rights to sue at law or in equityfor any infringement or other impairment thereof, including the right toreceive all proceeds and damages therefrom.

“*Interest Period*”means, in the case of any LIBO Rate Loan, (a) initially, the period commencingon the date such LIBO Rate Loan is made or on the date of conversion of a BaseRate Loan to such LIBO Rate Loan and ending one, two, three or six (or ifavailable from each Lender, nine or twelve) months thereafter, as selected bythe Borrower in its Notice of Borrowing or Notice of Conversion or Continuationgiven to the Administrative Agent pursuant to Section 2.2 or Section 2.11(a),and (b) thereafter, if such Loan is continued, in whole or in part, as a LIBORate Loan pursuant to Section 2.11(a), a period commencing on the last day ofthe immediately preceding Interest Period therefor and ending one, two, threeor six (or if available from each Lender, nine or twelve) months thereafter, asselected by the Borrower in its Notice of Conversion or Continuation given tothe Administrative Agent pursuant to Section 2.11(a); *provided*, *however*,that all of the foregoing provisions relating to Interest Periods in respect ofLIBO Rate Loans are subject to the following:

(i)            if any Interest Period wouldotherwise end on a day which is not a Business Day, such Interest Period shallbe extended to the next succeeding Business Day, unless the result of suchextension would be to extend such Interest Period into another calendar month,in which event such Interest Period shall end on the immediately precedingBusiness Day;

(ii)           any Interest Period that begins onthe last Business Day of a calendar month (or on a day for which there is no numericallycorresponding day in the 

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calendar month at the endof such Interest Period) shall end on the last Business Day of a calendarmonth;

(iii)          the Borrower may not select anyInterest Period that ends after the date of a scheduled principal payment onthe Loans as set forth in Article 2 unless, in each case,  after giving effect to such selection, theaggregate unpaid principal amount of the Loans for which Interest Periods endafter such scheduled principal payment shall be equal to or less than theprincipal amount to which the Loans are required to be reduced after suchscheduled principal payment is made; and

(iv)          there shall be outstanding at any onetime no more than 10 Interest Periods in the aggregate.

“*Interest RateContracts*” means all interest rate swap agreements, interest ratecap agreements, interest rate collar agreements and interest rate insurance.

“*Investment*”has the meaning specified in Section 6.8.

“*IRS*”means the Internal Revenue Service of the United States or any successor thereto.

“*Issuer*”means each Lender or Affiliate of a Lender that (a) is listed on the signaturepages hereof as an “*Issuer*” or(b) hereafter becomes an Issuer with the approval of the Administrative Agentand the Borrower by agreeing pursuant to an agreement with and in form andsubstance satisfactory to the Administrative Agent and the Borrower to be boundby the terms hereof applicable to Issuers.

“*Joint Venture*”means any Person in which the Borrower and its Subsidiaries own, directly orindirectly, more than 5% but less than or equal to 50% of the Capital Stock.

“*Judgment Currency*”has the meaning specified in Section 9.12(b).

“*Junior LienDocuments*” means all documents, agreements and instrumentsgoverning, evidencing or securing the Permitted Additional SecuredIndebtedness, Permitted PIK Notes or Permitted Junior Lien PIK Notes, if any.

“*Lender*”means each financial institution or other entity that (a) is listed on thesignature pages hereof as a “*Lender*”or (b) from time to time becomes a party hereto by execution of an Assignmentand Acceptance.

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“*Letter of Credit*”means any letter of credit issued pursuant to Section 2.4.

“*Letter of Credit(Euro)*” means any Letter of Credit drawings under which are payablein euro.

“*Letter of Credit(Euro) Obligations*” means, at any time, the aggregate of allliabilities at such time of the Borrower to all Issuers with respect to Lettersof Credit (Euro), whether or not any such liability is contingent, includingthe sum, with respect to such Letters of Credit (Euro), of (a) theReimbursement Obligations at such time and (b) the Letter of Credit UndrawnAmounts at such time.

“*Letter of CreditObligations*” means, at any time, the aggregate of all liabilities atsuch time of the Borrower to all Issuers with respect to Letters of Credit,whether or not any such liability is contingent, including the sum of (a) theReimbursement Obligations at such time and (b) the Letter of Credit UndrawnAmounts at such time.

“*Letter of CreditReimbursement Agreement*” has the meaning specified in Section2.4(e).

“*Letter of CreditRequest*” has the meaning specified in Section 2.4(c).

“*Letter of CreditUndrawn Amounts*” means, at any time, the aggregate undrawn faceamount of all Letters of Credit outstanding at such time.

“*LIBO Rate*”means, with respect to any Interest Period for any LIBO Rate Loan in anApplicable Currency an interest rate per annum equal to the product of (a)LIBOR in effect for such Interest Period for such Applicable Currency and (b)LIBOR Statutory Reserves.

“*LIBO Rate DollarLoan*” means any LIBO Rate Loan denominated in Dollars.

“*LIBO Rate EuroLoan*” means any LIBO Rate Loan denominated in euro.

“*LIBO Rate Loan*”means any Loan that, for an Interest Period, bears interest based on the LIBORate.

“*LIBOR*”means, with respect to any Interest Period for any LIBO Rate Loan in anApplicable Currency comprising part of the same Borrowing, the rate of interestper annum determined by the Administrative Agent at approximately 11:00 a.m.,London time on the date 

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that is two Business Daysprior to the beginning of the relevant Interest Period by reference to theBritish Bankers’ Association Interest Settlement Rates LIBOR for deposits inthe Applicable Currency (as set forth by the Bloomberg Information Service orany successor thereto or any other service selected by the Administrative Agentwhich has been nominated by the British Bankers’ Association as an authorizedinformation vendor for the purpose of displaying such rates) for a period equalto such Interest Period; *provided*that, to the extent that an interest rate is not ascertainable pursuant to theforegoing provisions of this definition, “LIBOR” shall be the interest rate perannum determined by the Administrative Agent to be the average of the rates perannum at which deposits in the Applicable Currency are offered for suchrelevant Interest Period to major banks in the London interbank market inLondon, England by the Administrative Agent at approximately 11:00 a.m. (Londontime) on the date that is two Business Days prior to the beginning of suchInterest Period.

“*LIBOR LendingOffice*” means, with respect to any Lender, the office of such Lenderspecified as its “*LIBOR Lending Office*”opposite its name on Schedule II or on the Assignment and Acceptance by whichit became a Lender (or, if no such office is specified, its Domestic LendingOffice) or such other office of such Lender as such Lender may from time totime specify to the Borrower and the Administrative Agent.

“*LIBOR StatutoryReserves*” means a fraction (expressed as a decimal), the numeratorof which is the number one and the denominator of which is the number one minusthe aggregate of the maximum reserve percentages (including any marginal,special, emergency or supplemental reserves) expressed as a decimal establishedby the Federal Reserve Board and any other banking authority, domestic orforeign, to which the Administrative Agent or any Lender (including any branch,Affiliate, or other fronting office making or holding a Loan) is subject forEurocurrency Liabilities.  Such reservepercentages shall include those imposed pursuant to  Regulation D of the Federal Reserve Board asin effect from time to time.  LIBO RateLoans shall be deemed to constitute Eurocurrency Liabilities and to be subjectto such reserve requirements without benefit of or credit for proration,exemptions or offsets that may be available from time to time to any Lenderunder Regulation D of the Federal Reserve Board as in effect from time totime.  LIBOR Statutory Reserves shall beadjusted automatically on and as of the effective date of any change in anyreserve percentage.

“*Lien*”means any mortgage, deed of trust, pledge, hypothecation, assignment, charge,deposit arrangement, encumbrance, lien (statutory or other), security interestor preference, priority or other security agreement or preferential arrangementof any kind or nature whatsoever intended to assure payment of any Indebtednessor other obligation, including any conditional sale or other title retentionagreement, the interest of a lessor under a Capital Lease, any financing leasehaving substantially the same economic effect as any of the foregoing.

“*LLC*”means Tabletop Holdings, LLC, a limited liability company organized under thelaws of Delaware.

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“*Loan*”means any loan made by any Lender pursuant to this Agreement.

“*Loan Documents*”means, collectively, this Agreement, the Notes (if any), the Guaranty, eachLetter of Credit Reimbursement Agreement, each Hedging Contract to which a LoanParty and a Lender or an Affiliate of a Lender is a party, the CollateralDocuments, the Engagement Letter, the Appointment Letter and each certificate,agreement, waiver, consent or document executed by a Loan Party and deliveredto the Administrative Agent or any Lender in connection with or pursuant to anyof the foregoing.

“*Loan Party*”means each of the Borrower, Holdings, and each Subsidiary Guarantor.

“*Material AdverseEffect*” means a material adverse effect on (a) the business,property, operations or condition (financial or otherwise) of the Borrower andits Subsidiaries taken as a whole, or (b) the validity or enforceability ofthis Agreement or any of the other Loan Documents or the rights or remedies ofthe Administrative Agent or the Lenders hereunder or thereunder.

“*Materials ofEnvironmental Concern*” means any gasoline or petroleum (includingcrude oil or any fraction thereof) or petroleum products or any hazardous ortoxic substances, materials or wastes, pollutant or contaminant defined orregulated as such in or under any Environmental Law, including asbestos,polychlorinated biphenyls, fungi, bacterium and urea-formaldehyde insulation.

“*Merisant Company*”has the meaning specified in the preamble to this Agreement.

“*MerisantNetherlands*” means Merisant Netherlands, B.V.

*“Merisant Spain”*means MerisantSpain, S.L., a company organized under the laws of Spain.

*“Merisant Worldwide”*has themeaning specified in the preamble to this Agreement.

*“MFH”*means Merisant ForeignHoldings I, Inc., a Delaware corporation.

“*Moody’s*”means Moody’s Investors Services, Inc. and any successor thereto.

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“*Mortgages*”means the Original Mortgage and any other mortgages, deeds of trust or otherreal estate security documents made or required herein to be made by theBorrower or any other Loan Party.

“*Multiemployer Plan*”means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to whichthe Borrower, any of its Subsidiaries or any ERISA Affiliate has any obligationor liability, contingent or otherwise.

“*Net Cash Proceeds*” means:

(a)           in connection with any Asset Sale orany Recovery Event, the proceeds thereof in the form of cash and CashEquivalents (including any such proceeds received by way of deferred payment ofprincipal pursuant to a note or installment receivable or purchase priceadjustment receivable or otherwise, but only as and when received and excluding(in the case of any Asset Sale or Recovery Event with respect to assets of anExcluded Foreign Subsidiary) any portion of such proceeds not freelyconvertible into Dollars or euro until so convertible) of such Asset Sale orRecovery Event, net of (i) amounts required to be applied to the repayment ofIndebtedness secured by a Lien expressly permitted hereunder on any asset thatis the subject of such Asset Sale or Recovery Event (other than any Lienpursuant to a Collateral Document or a Junior Lien Document), (ii) in the caseof an Asset Sale, attorneys’ fees, accountants’ fees, investment bank fees orother customary fees and expenses actually incurred in connection therewith and(iii) taxes paid or reasonably estimated to be payable as a result thereof(after taking into account any available tax credits or deductions and any taxsharing arrangements); *provided, however*,that the evidence of each of (i), (ii) and (iii) are provided to the AdministrativeAgent in form and substance reasonably satisfactory to it; or

(b)           in connection with any EquityIssuance or Debt Issuance, the cash proceeds received from such issuance orincurrence, net of (i) attorneys’ fees, investment banking fees and accountants’fees, (ii) underwriting discounts and commissions and (iii) other customaryfees and expenses actually incurred in connection therewith and (iv) amountsapplied to the repayment of Indebtedness permitted under Section 6.6(v) or withany Permitted Equity Issuance Proceeds; *provided, however*,that in the case of this clause (b) evidence of such payments, costs, fees orexpenses is provided to the Administrative Agent in form and substancereasonably satisfactory to it.

“*Non-ConsentingLender*” has the meaning specified in Section 9.1(c).

“*Non-Funding Lender*”has the meaning specified in Section 2.2(e).

“*Non-U.S. Lender*”means each Lender or Administrative Agent that is not a United States person asdefined in Section 7701(a)(30) of the Code.

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“*Note*” meansany Revolving Credit Note, Tranche A (Euro) Term Loan Note or Tranche B TermLoan Note.

“*Notice ofBorrowing*” has the meaning specified in Section 2.2(a).

“*Notice ofConversion or Continuation*” has the meaning specified in Section2.10(d).

“*Notice of OptionalPrepayment*” has the meaning specified in Section 2.8(a).

“*Obligations*”means the Loans, the Letter of Credit Obligations and all other amounts,obligations, covenants and duties owing by the Borrower to the AdministrativeAgent, the Collateral Agent, any Lender, any Issuer, any Affiliate of any ofthem or any Indemnitee, of every type and description (whether by reason of anextension of credit, opening or amendment of a letter of credit or payment ofany draft drawn thereunder, loan, guaranty, indemnification, foreign exchangeor currency swap transaction, interest rate hedging transaction or otherwise),present or future, arising under this Agreement or any other Loan Document,whether direct or indirect (including those acquired by assignment), absoluteor contingent, due or to become due, now existing or hereafter arising andhowever acquired and whether or not evidenced by any note, guaranty or otherinstrument or for the payment of money, and includes all letter of credit andother fees, interest, charges, expenses, fees, attorneys’ fees anddisbursements, and all other sums chargeable to the Borrower under thisAgreement or any other Loan Document, and including interest and fees accruingafter the maturity of the Loans and Reimbursement Obligations and interest andfees accruing after the filing of any petition or assignment in bankruptcy, orthe commencement of any insolvency, reorganization, plan of arrangement or likeproceeding, relating to the Borrower or an Affiliate of the Borrower, whetheror not a claim for post-filing or post-petition interest and fees is allowed insuch proceeding,  and all obligations ofthe Borrower to provide cash collateral for Letter of Credit Obligations.

“*OFAC*” has themeaning specified in Section 9.2(b).

“*Operating Business*”has the meaning specified in Section 4.17(b).

“*Original Mortgage*”means the Mortgage, Security Agreement and Assignment of Leases and Rents datedas of the Closing Date executed by Merisant US, Inc., as mortgagor, in favor ofCredit Suisse, as Administrative Agent.

“*Other Taxes*”has the meaning specified in Section 2.16(b).

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“*Patriot Act*”means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October26, 2001)).

 “*PBGC*” means the Pension Benefit GuarantyCorporation or any successor thereto.

“*Permit*”means any permit, approval, authorization, license, variance or permissionrequired from a Governmental Authority under an applicable Requirement of Law.

“*PermittedAdditional Secured Indebtedness*” means non-amortizing Indebtednessissued solely by Holdings or the Borrower that (a) does not provide on itsterms for any scheduled repayment, mandatory redemption or sinking fundobligation prior to at least six months after the latest of the ScheduledTermination Date, the Tranche A (Euro) Term Loan Maturity Date and the TrancheB Term Loan Maturity Date, (b) is in an original aggregate principal amount notto exceed $85,000,000, less any principal amount of Permitted PIK Notes,(c)(i)(A) the provisions (including the covenants (other than the liencovenant), events of default, subsidiary guaranties and other terms (other thaninterest rate and redemption premiums)), are less restrictive of Holdings, theBorrower and their Subsidiaries than those in the Loan Documents (or if more restrictive,the Loan Documents shall be amended to the extent necessary to make suchprovisions less restrictive) and (B) such provisions and the lien covenant areon market terms for similar Indebtedness of similar issuers at the time ofissuance or (ii) is evidenced and secured by Junior Lien Documents that aresatisfactory to the Requisite Lenders (including without limiting thegenerality of the foregoing that the terms and provisions thereof and the liencovenant do not otherwise confer upon the holders of such Indebtedness (or thetrustee or other representative on their behalf) any rights or imposeobligations on Holdings or the Borrower or their respective Subsidiaries, thatwould be materially adverse to the interests of Holdings, the Borrower, their respectiveSubsidiaries or the Lenders), (d) is secured by Liens only on the Collateral,which Liens shall rank junior in priority to the Liens on the Collateralcreated under the Loan Documents, (e) shall be subject to an intercreditoragreement reasonably acceptable to the Requisite Lenders, (f) no Subsidiary orJoint Venture is an obligor that is not a Subsidiary Guarantor, (g) is issuedby Holdings or the Borrower, as the case may be, in exchange for, or in respectof the refinancing, refunding, repayment, satisfaction or defeasance of theSenior Subordinated Discount Notes or Senior Subordinated Notes (including anyaccrued interest, premium or fee payable in connection with such exchange,refinancing, refunding, repayment, satisfaction or defeasance), (h) immediatelyafter giving effect to such issuance of Indebtedness, Holdings, the Borrowerand its Subsidiaries shall be in compliance with the covenants contained inSection 6.1 as of the last day of the most recently completed Fiscal Quarter,giving pro forma effect to such issuance as if such issuance had occurred as ofsuch last day of the most recently completed Fiscal Quarter, (i) does notprovide for or result in any cash fees or other cash consideration being paidin connection with the issuance thereof (i) to any holder of the SeniorSubordinated Notes or the Senior Subordinated Discount Notes or any such holder’sAffiliates, investment advisors, or managers, except for any customary consentsolicitation fees paid on a pro rata basis to the holders thereof who consentto any required amendment, modification or supplement of the SeniorSubordinated Notes Indenture or the 

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Senior SubordinatedDiscount Notes Indenture, as applicable entered into in connection therewithand which amendment, modification or supplement is otherwise permitted underthe terms of this Agreement, or (ii) to any holder of such Indebtedness beingissued, or any such holder’s Affiliates, investment advisors, or managers,other than, in each case, customary underwriting or advisory fees paid to anysuch Person solely in its capacity as underwriter, financial advisor orarranger for such Indebtedness being issued, and (j) no Default or Event ofDefault is continuing after giving effect to the transactions contemplated bysuch issuance of Indebtedness.

“*Permitted CureSecurity*” means an equity security of Holdings (other than anyDisqualified Capital Stock) having no mandatory redemption, repurchase,repayment or similar requirements prior to the date which occurs twelvecalendar months after the Tranche B Term Loan Maturity Date and upon which alldividends or distribution, at the election of Holdings, may be payable inadditional shares of such equity security.

“*Permitted EquityIssuance Proceeds*” means (a) prior to the Permitted Merger, proceeds(other than any proceeds received from Merisant Company or any Subsidiary ofMerisant Company) arising from an Equity Issuance of Capital Stock (other thanDisqualified Capital Stock) by Merisant Worldwide which Merisant Company hasdesignated in writing to the Administrative Agent as being “Permitted EquityIssuance Proceeds” applied to prepay the Loans, or (b) upon or after thePermitted Merger, proceeds (other than any proceeds received from anySubsidiary of the Borrower) arising from an Equity Issuance of Capital Stock(other than Disqualified Capital Stock) by the Borrower which the Borrower hasdesignated in writing to the Administrative Agent as being “Permitted EquityIssuance Proceeds” applied to prepay the Loans; *provided*that the aggregate principal amount of Loans prepaid with any such designated “PermittedEquity Issuance Proceeds” pursuant to clause (a) or (b) hereto does not exceed$25,500,000 in the aggregate from and after the Closing Date.

“*PermittedInvestors*” means the collective reference to the Sponsor and themembers of the LLC as of the Formation Date and their Control InvestmentAffiliates.

“*Permitted JuniorLien PIK Notes*” means non-amortizing payment-in-kind notes issuedsolely by Holdings or the Borrower (and as to which no Subsidiary of theBorrower has any obligation) that (a) do not provide on its terms for anyscheduled repayment, mandatory redemption or sinking fund obligation prior toat least six months after the latest of the Scheduled Termination Date, the TrancheA (Euro) Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, (b)bear interest payable only in-kind until at least six-months after the latestof the Scheduled Termination Date, the Tranche A (Euro) Term Loan Maturity Dateand the Tranche B Term Loan Maturity Date, (c) do not have a Subsidiary or aJoint Venture as an obligor or guarantor, (d) has provisions (including thecovenants, events of default and other terms (other than interest rate andredemption premiums)), (i)(A) that are less restrictive of Holdings, theBorrower and their Subsidiaries than those in the Loan Documents (or if morerestrictive, the Loan Documents shall be amended to the extent necessary tomake such provisions less restrictive) and (B) such provisions and the liencovenant are on market terms for 

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similar Indebtedness ofsimilar issuers at the time of issuance or (ii) is evidenced and secured byJunior Lien Documents that are satisfactory to the Requisite Lenders (includingwithout limiting the generality of the foregoing that the terms and provisionsthereof and the lien covenant do not otherwise confer upon the holders of suchIndebtedness (or the trustee or other representative on their behalf) anyrights or impose obligations on Holdings or the Borrower or their respectiveSubsidiaries, that would be materially adverse to the interests of Holdings,the Borrower, their respective Subsidiaries or the Lenders), (e) if secured, issecured by Liens only on the equity interests of the Borrower, which Liens shallrank junior in priority to the Liens on the Collateral, including the liens onthe equity interests of the Borrower, created under the Loan Documents, (f)shall be subject to an intercreditor agreement reasonably acceptable to theRequisite Lenders, (g) immediately after giving effect to such issuance ofIndebtedness, Holdings, the Borrower and its Subsidiaries shall be incompliance with the covenants contained in Section 6.1 as of the last day ofthe most recently completed Fiscal Quarter, giving pro forma effect to suchissuance as if such issuance had occurred as of such last day of the mostrecently completed Fiscal Quarter, (h) does not provide for or result in anycash fees or other cash consideration being paid in connection with theissuance thereof (i) to any holder of the Senior Subordinated Notes or theSenior Subordinated Discount Notes, or any such holder’s Affiliates, investmentadvisors, or managers, except for any customary consent solicitation fees paidon a pro rata basis to the holders thereof who consent to any requiredamendment, modification or supplement of the Senior Subordinated NotesIndenture or the Senior Subordinated Discount Notes Indenture, as applicableentered into in connection therewith and which amendment, modification or supplementis otherwise permitted under the terms of this Agreement, or (ii) to any holderof such Indebtedness being issued, or any such holder’s Affiliates, investmentadvisors, or managers, other than, in each case, customary underwriting oradvisory fees paid to any such Person solely in its capacity as underwriter,financial advisor or arranger for such Indebtedness being issued and (i) noDefault or Event of Default is continuing before and after giving effect to thetransactions contemplated by such issuance of Indebtedness.

“*Permitted Merger*”means a merger, consolidation or amalgamation of Merisant Worldwide andMerisant Company permitted under Section 6.4(vi).

“*PermittedNoteholder Investors*” means, for only as long as the PermittedInvestors continue to own and control of record and beneficially, directly orindirectly, an amount of outstanding common stock of Holdings or its successorpursuant to the Permitted Merger, equal to at least 51% of the outstandingcommon stock of Holdings or its successor pursuant to the Permitted Merger, thecollective reference to the beneficial owners of the Senior Subordinated Notesand the beneficial owners of the Senior Subordinated Discount Notes who becomethe “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under theExchange Act), of the outstanding common stock of Holdings or its successorpursuant to the Permitted Merger, in exchange for such Senior SubordinatedNotes or Senior Subordinated Discount Notes, and their respective transfereesand assigns.

“*Permitted PIKNotes*” means non-amortizing payment-in-kind notes issued solely byHoldings or the Borrower (and as to which no Subsidiary of the Borrower has any

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obligation) that (a) donot provide on its terms for any scheduled repayment, mandatory redemption orsinking fund obligation prior to at least six months after the latest of theScheduled Termination Date, the Tranche A (Euro) Term Loan Maturity Date andthe Tranche B Term Loan Maturity Date, (b) are in an aggregate principal amountnot to exceed $85,000,000 less any principal amount of Permitted AdditionalSecured Indebtedness then outstanding, (c) bear interest payable only in-kinduntil at least six-months after the latest of the Scheduled Termination Date,the Tranche A (Euro) Term Loan Maturity Date and the Tranche B Term LoanMaturity Date, (d) do not have a Subsidiary or a Joint Venture as an obligor ora guarantor, (e) has provisions (including the covenants, events of default andother terms (other than interest rate and redemption premiums)), (i)(A) thatare less restrictive of Holdings, the Borrower and their Subsidiaries thanthose in the Loan Documents (or if more restrictive, the Loan Documents shallbe amended to the extent necessary to make such provisions less restrictive)and (B) such provisions are on market terms for similar Indebtedness of similarissuers at the time of issuance or (ii) is evidenced by documents (and ifapplicable, secured by Junior Lien Documents, in each case) that aresatisfactory to the Requisite Lenders (including without limiting thegenerality of the foregoing that the terms and provisions thereof do nototherwise confer upon the holders of such Indebtedness (or the trustee or otherrepresentative on their behalf) any rights or impose obligations on Holdings orthe Borrower or their respective Subsidiaries, that, taken as a whole, would bematerially adverse to the interests of Holdings, the Borrower, their respectiveSubsidiaries or the Lenders), (f) are issued by Holdings or the Borrower, asthe case may be, solely in exchange for, or in respect of the refinancing,refunding, repayment, satisfaction or defeasance of the Senior SubordinatedDiscount Notes or Senior Subordinated Notes (including any accrued interest,premium or fee payable in connection with such exchange, refinancing,refunding, repayment, satisfaction or defeasance), (g) immediately after givingeffect to such issuance of Indebtedness, Holdings, the Borrower and itsSubsidiaries shall be in compliance with the covenants contained in Section 6.1as of the last day of the most recently completed Fiscal Quarter, giving proforma effect to such issuance as if such issuance had occurred as of such lastday of the most recently completed Fiscal Quarter, (h) does not provide for orresult in any cash fees or other cash consideration being paid in connectionwith the issuance thereof (i) to any holder of the Senior Subordinated Notes orthe Senior Subordinated Discount Notes, or any such holder’s Affiliates,investment advisors, or managers, except for any customary consent solicitationfees paid on a pro rata basis to the holders thereof who consent to anyrequired amendment, modification or supplement of the Senior Subordinated NotesIndenture or the Senior Subordinated Discount Notes Indenture, as applicableentered into in connection therewith and which amendment, modification orsupplement is otherwise permitted under the terms of this Agreement, or (ii) toany holder of such Indebtedness being issued, or any such holder’s Affiliates,investment advisors, or managers, other than, in each case, customaryunderwriting or advisory fees paid to any such Person solely in its capacity asunderwriter, financial advisor or arranger for such Indebtedness being issuedand (i) no Default or Event of Default is continuing before and after givingeffect to the transactions contemplated by such issuance of Indebtedness.

“*PermittedUnsecured PIK Notes*” means unsecured, non-amortizing payment-in-kindnotes issued solely by Holdings or the Borrower (and as to which no Subsidiaryof the Borrower has any obligation) that (a) do not provide on its terms forany scheduled repayment, mandatory redemption or sinking fund obligation priorto at least six months after the latest of 

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the Scheduled TerminationDate, the Tranche A (Euro) Term Loan Maturity Date and the Tranche B Term LoanMaturity Date, (b) bear interest payable only in-kind until at least six-monthsafter the latest of the Scheduled Termination Date, the Tranche A (Euro) TermLoan Maturity Date and the Tranche B Term Loan Maturity Date, (c) do not have aSubsidiary or a Joint Venture as an obligor or a guarantor, (d) has provisions(including the covenants, events of default, and other terms (other thaninterest rate and redemption premiums)), (i)(A) that are less restrictive ofHoldings, the Borrower and their Subsidiaries than those in the Loan Documents(or if more restrictive, the Loan Documents shall be amended to the extentnecessary to make such provisions less restrictive) and (B) such provisions areon market terms for similar Indebtedness of similar issuers at the time ofissuance or (ii) is evidenced by documents that are satisfactory to theRequisite Lenders (including without limiting the generality of the foregoingthat the terms and provisions thereof do not otherwise confer upon the holdersof such Indebtedness (or the trustee or other representative on their behalf)any rights or impose obligations on Holdings or the Borrower or theirrespective Subsidiaries, that, taken as a whole, would be materially adverse tothe interests of Holdings, the Borrower, their respective Subsidiaries or theLenders), (e) immediately after giving effect to such issuance of Indebtedness,Holdings, the Borrower and its Subsidiaries shall be in compliance with the covenantscontained in Section 6.1 as of the last day of the most recently completedFiscal Quarter, giving pro forma effect to such issuance as if such issuancehad occurred as of such last day of the most recently completed Fiscal Quarter,(f) does not provide for or result in any cash fees or other cash considerationbeing paid in connection with the issuance thereof (i) to any holder of theSenior Subordinated Notes or the Senior Subordinated Discount Notes, or anysuch holder’s Affiliates, investment advisors, or managers, except for anycustomary consent solicitation fees paid on a pro rata basis to the holdersthereof who consent to any required amendment, modification or supplement ofthe Senior Subordinated Notes Indenture or the Senior Subordinated DiscountNotes Indenture, as applicable entered into in connection therewith and whichamendment, modification or supplement is otherwise permitted under the terms ofthis Agreement, or (ii) to any holder of such Indebtedness being issued, or anysuch holder’s Affiliates, investment advisors, or managers, other than, in eachcase, customary underwriting or advisory fees paid to any such Person solely inits capacity as underwriter, financial advisor or arranger for suchIndebtedness being issued and (g) no Default or Event of Default is continuingbefore and after giving effect to the transactions contemplated by suchissuance of Indebtedness.

“*Person*”means an individual, partnership, corporation (including a business trust),joint stock company, estate, trust, limited liability company, unincorporatedassociation, joint venture or other entity, or a Governmental Authority.

“*Plan*”means, at a particular time, any employee benefit plan that is covered by ERISAother than a Multiemployer Plan and in respect of which the Borrower or anERISA Affiliate is (or, if such plan were terminated at such time, would underSection 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)of ERISA.

“*Pledged Notes*”has the meaning specified in the Security Agreement.

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“*Pledged Stock*”has the meaning specified in the Security Agreement.

“*Prior CreditFacility*” means that certain Amended and Restated Credit Agreement,dated as of February 19, 2002, among Merisant Worldwide, Merisant Company, theseveral lenders from time to time parties thereto, Deutsche Bank SecuritiesInc., as sole lead arranger and bookrunner and Bankers Trust Company, asadministrative agent.

*“Prior Second Lien Credit Facility”*meansthat certain Credit Agreement, dated as of June 23, 2006, among MerisantWorldwide, Merisant Company, the lenders from time to time party thereto, WellsFargo Bank, National Association, as successor administrative agent and theother agents and arrangers party thereto and the other security and other loandocuments related thereto.

“*Projections*”has the meaning specified in Section 5.2(c).

“*Properties*”has the meaning specified in Section 4.17(a).

“*Purchasing Lender*“has the meaning specified in Section 9.7(a).

“*Ratable Portion*”or “*ratably*” means, with respectto any Lender, (a) with respect to the Revolving Credit Facility, thepercentage obtained by dividing (i) the Revolving Credit Commitment of suchLender by (ii) the aggregate Revolving Credit Commitments of all Lenders (or,at any time after the Revolving Credit Termination Date, the percentageobtained by dividing the aggregate outstanding principal balance of theRevolving Credit Outstandings owing to such Lender by the aggregate outstandingprincipal balance of the Revolving Credit Outstandings owing to all Lenders);(b) with respect to the Tranche A (Euro) Term Loan Facility, the percentageobtained by dividing (i) the Tranche A (Euro) Term Loan Commitment of suchLender by (ii) the aggregate Tranche A (Euro) Term Loan Commitments of allLenders (or, at any time after the Closing Date, the percentage obtained bydividing the principal amount of such Lender’s Tranche A (Euro) Term Loans bythe aggregate Tranche A (Euro) Term Loans of all Lenders); and (c) with respectto the Tranche B Term Loan Facility, the percentage obtained by dividing (i)the Tranche B Term Loan Commitment of such Lender by (ii) the aggregate TrancheB Term Loan Commitments of all Lenders (or, at any time after the Closing Date,the percentage obtained by dividing the principal amount of such Lender’sTranche B Term Loans by the aggregate Tranche B Term Loans of all Lenders).

“*Recapitalization*”means the repayment by Merisant Company of an intercompany payable (in theapproximate amount of $3,600,000) owing to Merisant Worldwide and the paymentby Merisant Company to Merisant Worldwide of a dividend on the Closing Date, orpromptly thereafter, in an aggregate amount for both such repayment and paymentof up

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to $197,000,000 andthereupon payment on the Closing Date, or promptly thereafter, by MerisantWorldwide to its equity owners of dividends in the same aggregate amount.

“*Recovery Event*”means any settlement of or payment in respect of any property or casualtyinsurance claim or any condemnation proceeding relating to any asset ofHoldings, the Borrower or any of its Subsidiaries.

“*Register*”has the meaning specified in Section 9.2(d).

“*Reimbursement DueDate*” has the meaning specified in Section 2.4(h).

“*ReimbursementObligations*” means all matured reimbursement or repaymentobligations of the Borrower to any Issuer with respect to amounts drawn underLetters of Credit.

“*ReinvestmentDeferred Amount*” means, with respect to any Reinvestment Event, theaggregate Net Cash Proceeds received by Holdings, the Borrower or any of itsSubsidiaries in connection therewith that are duly specified in a ReinvestmentNotice as not being required to be initially applied to prepay the Term Loansor reduce the Revolving Commitments pursuant to Section 2.9 as a result of thedelivery of such Reinvestment Notice.

“*Reinvestment Event*”means any Asset Sale or Recovery Event in respect of which the Borrower hasduly delivered a Reinvestment Notice.

“*ReinvestmentNotice*” means a written notice executed by a Responsible Officerstating that no Event of Default has occurred and is continuing and that theBorrower (directly or indirectly through a Subsidiary) intends and expects touse all or a portion of the Net Cash Proceeds of an Asset Sale or RecoveryEvent specified in such notice to acquire or repair assets of the same type asthose subject to such Asset Sale or Recovery Event or equipment or realproperty useful in the business of the Borrower or one of its Subsidiaries(which amount of such Net Cash Proceeds so specified, when combined with theamount of Net Cash Proceeds specified in any other Reinvestment Notices withrespect to Net Cash Proceeds of an Asset Sale or Recovery Event received in thesame Fiscal Year, shall not exceed $20,000,000).

“*ReinvestmentPrepayment Amount*” means, with respect to any Reinvestment Event,the Reinvestment Deferred Amount relating thereto less any amount expendedprior to the relevant Reinvestment Prepayment Date to acquire or repair assetsof the same type as those subject to such Asset Sale or Recovery Event orequipment or real property useful in the business of the Borrower or one of itsSubsidiaries.

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“*ReinvestmentPrepayment Date*” means, with respect to any Reinvestment Event, theearlier of (a) the date occurring 365 days after such Reinvestment Event and(b) the date on which the Borrower shall have determined not to, or shall haveotherwise ceased to, acquire or repair assets of the same type as those subjectto such Asset Sale or Recovery Event or equipment or real property useful inthe business of the Borrower or one of its Subsidiaries with all or any portionof the relevant Reinvestment Deferred Amount.

*“Related Obligation*” has themeaning specified in Section 8.8.

*“Release”* means a release, spill,emission, leaking, dumping, injection, deposit, disposal, discharge, dispersal,leaching, or migration of Materials of Environmental Concern into the indoor oroutdoor environment or into or out of any property, including the movement ofMaterials of Environmental Concern through or in the air, soil, surface water,groundwater, or property.

*“Remedial Action”* means (a) “remedialaction” as such term is defined in Comprehensive Environmental Response,Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601(24),and (b) all other actions, including studies and investigations, required byany Governmental Authority or voluntarily undertaken to (i) clean up, remove,treat, abate or in any other way respond to any Materials of EnvironmentalConcern in the environment or (ii) prevent the Release or threatened Release, orminimize the further Release, of any Materials of Environmental Concern.

“*Reorganization*”means, with respect to any Multiemployer Plan, the condition that such plan isin reorganization within the meaning of Section 4241 of ERISA.

“*Reportable Event*”means  any of the events set forth inSection 4043(b) of ERISA, other than those events as to which the thirty-daynotice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or..35 of PBGC Reg. Section 4043.

“*Requirement of Law*”means, with respect to any Person, (i) the Constituent Documents of such Personand (ii) the common law and all federal, state, local and foreign laws, rulesand regulations, orders, judgments, decrees and other legal requirements ordeterminations of any Governmental Authority or arbitrator, applicable to orbinding upon such Person or any of its property or to which such Person or anyof its property is subject.

“*Requisite Lenders*”means, collectively, Lenders having more than 50% of the sum of (a) theaggregate outstanding amount of the Revolving Credit Commitments or, after theRevolving Credit Termination Date, the aggregate Revolving Credit Outstandings;(b) the aggregate outstanding amount of the Tranche A (Euro) Term LoanCommitments and, after the funding of the Tranche A (Euro) Term Loans on theClosing Date, the principal amount of all

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Tranche A (Euro) TermLoans then outstanding; and (c) the aggregate outstanding amount of the TrancheB Term Loan Commitments and, after the funding of the Tranche B Term Loans onthe Closing Date, the principal amount of all Tranche B Term Loans thenoutstanding.  A Non-Funding Lender shallnot be included in the calculation of “*RequisiteLenders*.”

“*RequisiteRevolving Credit Lenders*” means Revolving Credit Lenders having morethan 50% of the aggregate outstanding amount of the Revolving CreditCommitments or, after the Revolving Credit Termination Date, more than 50% ofthe aggregate Revolving Credit Outstandings. A Non-Funding Lender shall not beincluded in the calculation of “Requisite Revolving Credit Lenders.”

“*Requisite TrancheA (Euro) Term Loan Lenders*” means Tranche A (Euro)Term Loan Lendershaving more than 50% of the aggregate outstanding amount of the Tranche A(Euro) Term Loan Commitments or, after the funding of the Tranche A (Euro) TermLoans on the Closing Date, more than 50% of the principal amount of all TrancheA (Euro) Term Loans then outstanding.

“*Requisite TrancheB Term Loan Lenders*” means (a) prior to the Amendment Closing Date,Tranche B Term Loan Lenders having more than 50% of the aggregate outstandingamount of the Tranche B Term Loan Commitments or, after the funding of theTranche B Term Loans on the Closing Date, more than 50% of the principal amountof all Tranche B Term Loans then outstanding and (b) immediately after theAmendment Closing Date, Tranche B Term Loan Lenders having more than 50% of theaggregate amount of all Tranche B Term Loans then outstanding plus theAdditional Tranche B Loan Commitments, or after the funding of the AdditionalTranche B Term Loans on the Amendment Closing Date, more than 50% of theprincipal amount of all Tranche B Term Loans then outstanding.

“*ResponsibleOfficer*” means, with respect to any Person, any of the principalexecutive officers, managing members or general partners of such Person asapplicable, but in any event, with respect to financial matters, the chieffinancial officer, treasurer or controller of such Person.

“*Revolving BaseRate Loan*” means any Revolving Loan that is a Base Rate Loan.

“*Revolving CreditBorrowing*” means Revolving Loans made in the same currency on thesame day by the Revolving Credit Lenders ratably according to their respectiveRevolving Credit Commitments.

“*Revolving CreditCommitment*” means, with respect to each Revolving Credit Lender, thecommitment of such Lender to make Revolving Loans and acquire interests inother Revolving Credit Outstandings in the aggregate principal amountoutstanding not to exceed the

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amount set forth oppositesuch Lender’s name on Schedule I under the caption “*Revolving Credit Commitment*,” as amended to reflect eachAssignment and Acceptance executed by such Lender and as such amount may bereduced pursuant to this Agreement.

“*Revolving CreditEuro Outstandings*” means, at any particular time, the Dollar Equivalentof the sum of (a) the principal amount of the Revolving Euro Loans outstandingat such time *plus* (b) the Letterof Credit (Euro) Obligations outstanding at such time.

“*Revolving CreditFacility*” means the Revolving Credit Commitments and the provisionsherein related to the Revolving Loans, Swing Line Loans and Letters of Credit.

“*Revolving CreditLender*” means each Lender having a Revolving Credit Commitment.

“*Revolving CreditNote*” means, if issued pursuant to Section 2.7(d) or Section 9.2(c),a promissory note of the Borrower payable to the order of any Revolving CreditLender in a principal amount equal to the amount of such Lender’s RevolvingCredit Commitment evidencing the aggregate Indebtedness of the Borrower to suchLender resulting from the Revolving Loans owing to such Lender.

“*Revolving CreditOutstandings*” means, at any particular time, the Dollar Equivalentof the sum of (a) the principal amount of the Revolving Loans outstanding atsuch time *plus* (b) the Letter ofCredit Obligations outstanding at such time *plus*(c) the principal amount of the Swing Line Loans outstanding at such time.

“*Revolving CreditTermination Date*” means the earliest of (a) the ScheduledTermination Date, (b) the date of termination of the Revolving Credit Commitmentspursuant to Section 2.5 and (c) the date on which the Obligations become dueand payable pursuant to Article 7.

“*Revolving EuroLoan*” means a Revolving Loan denominated in euro.

“*Revolving LIBORate Loan*” means any Revolving Loan that is a LIBO Rate Loan.

“*Revolving LIBORate Dollar Loan*” means a Revolving LIBO Rate Loan denominated inDollars.

“*Revolving Loan*”has the meaning specified in Section 2.1(a).

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“*S&P*”means Standard & Poor’s Rating Services and any successor thereto.

“*ScheduledTermination Date*” means January 11, 2009 (or, if such date is not aBusiness Day, the next preceding Business Day).

“*SDN List*” hasthe meaning specified in Section 9.2(b).

“*SEC*”means the Securities and Exchange Commission.

“*SecuredObligations*” means, in the case of the Borrower, the Obligations,and, in the case of any other Loan Party, the obligations of such Loan Partyunder the Guaranty and the other Loan Documents to which it is a party.

“*Secured Parties*”means the Lenders, the Issuers, the Administrative Agent, the Collateral Agentand any other holder of any of the Obligations.

“*Security*”means any Stock, Stock Equivalent, voting trust certificate, bond, debenture,note or other evidence of Indebtedness, whether secured, unsecured, convertibleor subordinated, or any certificate of interest, share or participation in, orany temporary or interim certificate for the purchase or acquisition of, or anyright to subscribe to, purchase or acquire, any of the foregoing, but shall notinclude any evidence of the Obligations.

“*Security Agreement*”means an agreement, in substantially the form of Exhibit H, executed by theCollateral Agent, Borrower, Holdings and each Subsidiary Guarantor.

“*Selling Lenders*”has the meaning specified in Section 9.7(a).

“*SeniorSubordinated Debt Documents*” means the Senior Subordinated NotesIndenture and each other document and instrument executed with respect thereto.

*“Senior Subordinated Discount Debt Documents”*meansthe Senior Subordinated Discount Notes Indenture and each other document andinstrument executed with respect thereto.

“*SeniorSubordinated Discount Notes*” means the 121⁄4% senior subordinateddiscount notes due 2014 in an aggregate principal amount at maturity of$136,040,000 issued on November 12, 2003 by Merisant Worldwide.

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“*SeniorSubordinated Discount Notes Indenture*” means the Indenture, dated asof November 12, 2003, among Merisant Worldwide, Merisant Company, certainsubsidiaries of the Borrower, and Wells Fargo Bank Minnesota, NationalAssociation, as Trustee.

“*Senior SubordinatedInitial Notes*” means the Senior Subordinated Notes.

“*SeniorSubordinated Notes*” means the 91⁄2% senior subordinated notes in anaggregate principal amount of $225,000,000 issued on July 11, 2003 by MerisantCompany and guaranteed by the Guarantors under the Senior Subordinated NotesIndenture.

“*SeniorSubordinated Notes Indenture*” means the Indenture, dated as of July11, 2003 among Merisant Worldwide, Merisant Company, certain subsidiaries ofthe Borrower, and Wells Fargo Bank Minnesota, National Association, as Trustee.

“*Significant Subsidiary*”means  (i) SwissCo 2 (so long as theSwissCo 2 Intercompany Note remains outstanding) and (ii) any Subsidiary of theBorrower that would be a “Significant Subsidiary” of the Borrower within themeaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“*Single EmployerPlan*” means any Plan, including a “multiple employer plan,” that iscovered by Title IV of ERISA other than a Multiemployer Plan.

“*Solvent*”means, with respect to any Person, that the value of the assets of such Person(both at fair value and present fair saleable value) is, on the date ofdetermination, greater than the total amount of liabilities (includingcontingent and unliquidated liabilities) of such Person as of such date and that,as of such date, such Person is able to pay all liabilities of such Person assuch liabilities mature and does not have unreasonably small capital. Incomputing the amount of contingent or unliquidated liabilities at any time,such liabilities will be computed at the amount which, in light of all thefacts and circumstances existing at such time, represents the amount that canreasonably be expected to become an actual or matured liability.

“*SPC*”has the meaning specified in Section 9.2(f).

“*Sponsor*”means Pegasus Partners II, L.P., a Delaware limited partnership.

“*Standby Letter ofCredit*” means any Letter of Credit that is not a Documentary Letterof Credit.

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“*Stock*”means shares of capital stock (whether denominated as common stock or preferredstock), beneficial, partnership or membership, interests, participations orother equivalents (regardless of how designated) of or in a corporation,partnership, limited liability company or equivalent entity, whether voting ornon-voting.

“*Stock Equivalents*”means all securities convertible into or exchangeable for Stock and allwarrants, options or other rights to purchase or subscribe for any Stock,whether or not presently convertible, exchangeable or exercisable.

“*Subsidiary*”means, as to any Person, a corporation, partnership, limited liability companyor other entity of which shares of stock or other ownership interests havingordinary voting power (other than stock or such other ownership interestshaving such power only by reason of the happening of a contingency) to elect amajority of the board of directors or other managers of such corporation,partnership or other entity are at the time owned, or the management of whichis otherwise controlled, directly or indirectly through one or moreintermediaries, or both, by such Person.

“*SubsidiaryGuarantor*” means each Subsidiary of Holdings or the Borrower that isa party to the Guaranty.

“*Surviving Entity*”means the entity that is the surviving, continuing or successor entity toMerisant Worldwide or Merisant Company pursuant to the Permitted Merger.

“*Sweet Simplicity JV*”means a joint venture between the Borrower, or a Subsidiary of the Borrower,and a third-party, which joint venture entity shall be a Subsidiary of theBorrower or a Joint Venture.

“*Swing Line Loan*”has the meaning specified in Section 2.3(a).

“*Swing Line LoanBorrowing*” means a borrowing consisting of a Swing Line Loan.

“*Swing Line LoanCommitment*” means the commitment of the Swing Line Loan Lender tomake Swing Line Loans to the Borrower pursuant to Section 2.3 in the aggregateprincipal amount at any time outstanding not to exceed $5,000,000.

“*Swing Line LoanLender*” means Credit Suisse and each other Revolving Credit Lenderwho becomes Administrative Agent hereunder.

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“*Swing Line LoanRequest*” has the meaning specified in Section 2.3(b).

“*SwissCoIntercompany Note*” means that certain promissory note, made bySwissCo 2 in favor of Merisant Company, dated December 22, 2000, as the samemay be amended, supplemented or otherwise modified from time to time.

“*SwissCo OriginalIntercompany Note*” means that certain promissory note, made bySwissCo 2 in favor of Merisant Company, dated December 22, 2000.

“*SwissCo 2*”means Merisant Company 2 Sarl, a limited liability company organized andexisting under the laws of Switzerland and an indirect Wholly Owned Subsidiaryof the Borrower.

“*SwissCo 2 NoteOriginal Security Agreement*” means that certain security agreementdated as of December 22, 2000, between SwissCo 2 and Merisant Company,providing for the pledge of the Foreign Trademarks to secure the obligations ofSwissCo 2 under the SwissCo Intercompany Note.

“*SwissCo 2 NoteSecurity Agreement*” means the SwissCo 2 Note Original SecurityAgreement, as amended by the SwissCo 2 Note Security Agreement Amendment.

“*SwissCo 2 NoteSecurity Agreement Amendment*” means that certain amendment, dated asof the Closing Date, between SwissCo 2 and Merisant Company, providing for theamendment of the SwissCo 2 Note Original Security Agreement to changereferences therein in respect of matters relating to the Facilities.

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

“*Tax Affiliate*”means, with respect to any Person, (a) any Subsidiary of such Person, and (b)any Affiliate of such Person with which such Person files or is eligible tofile consolidated, combined or unitary tax returns.

“*Tax Return*”has the meaning specified in Section 4.10.

“*Taxes*”has the meaning specified in Section 2.16(a).

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“*Term Loans*”means Tranche A (Euro) Term Loans and Tranche B Term Loans.

“*Tranche*”means each of the Tranche A (Euro) Term Loans and the Tranche B Term Loans,respectively.

“*Tranche A (Euro)Term Loan*” has the meaning specified in Section 2.1(b).

“*Tranche A (Euro) TermLoan Borrowing*” means Tranche A (Euro) Term Loans made on the sameday by the Tranche A (Euro) Term Loan Lenders ratably according to theirrespective Tranche A (Euro) Term Loan Commitments.

“*Tranche A (Euro)Term Loan Commitment*” means, with respect to each Tranche A (Euro)Term Loan Lender, the commitment of such Lender to make Tranche A (Euro) TermLoans to the Borrower in the aggregate principal amount outstanding not toexceed the amount set forth opposite such Lender’s name on Schedule I under thecaption “*Tranche A (Euro) Term LoanCommitment*” as such amount may be reduced pursuant to thisAgreement.

“*Tranche A (Euro)Term Loan Facility*” means the Tranche A (Euro) Term Loan Commitmentsand the provisions herein related to the Tranche A (Euro) Term Loans.

“*Tranche A (Euro)Term Loan Lender*” means each Lender having a Tranche A (Euro) TermLoan Commitment or holding a Tranche A (Euro) Term Loan.

“*Tranche A (Euro)Term Loan Maturity Date*” means January 11, 2009 (or, if such date isnot a Business Day, the next preceding Business Day).

“*Tranche A (Euro)Term Loan Note*” means, if requested pursuant to Section 2.7(d), apromissory note of the Borrower payable to the order of any Tranche A (Euro)Term Loan Lender evidencing the Indebtedness of the Borrower to such Lenderresulting from the Tranche A (Euro) Term Loan owing to such Lender.

“*Tranche B TermLoan*” has the meaning specified in Section 2.1(c).

“*Tranche B TermLoan Borrowing*” means Tranche B Term Loans made on the same day bythe Tranche B Term Loan Lenders ratably according to their respective Tranche BTerm Loan Commitments.

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“*Tranche B TermLoan Commitment*” means the Existing Tranche B Term Loan Commitmentsand the Additional Tranche B Term Loan Commitments.

“*Tranche B TermLoan Facility*” means the Tranche B Term Loan Commitments and theprovisions herein related to the Tranche B Term Loans.

“*Tranche B TermLoan Lender*” means each Lender having a Tranche B Term LoanCommitment or holding a Tranche B Term Loan.

“*Tranche B TermLoan Maturity Date*” means January 11, 2010 (or, if such date is nota Business Day, the next preceding Business Day).

“*Tranche B TermLoan Note*” means a promissory note of the Borrower payable to theorder of any Tranche B Term Loan Lender evidencing the Indebtedness of the Borrowerto such Lender resulting from the Tranche B Term Loan owing to such Lender.

“*Unused CommitmentFee*” has the meaning specified in Section 2.12(a).

“*Valuation Date*”means (a) with respect to the Revolving Credit Facility, (i) the date threeBusiness Days prior to the making of any Revolving LIBO Rate Dollar Loan, thecontinuation of any Revolving LIBO Rate Dollar Loan, the conversion of anyRevolving Base Rate Loan into a Revolving LIBO Rate Dollar Loan, the conversionof any Revolving LIBO Rate Dollar Loan into a Revolving Base Rate Loan orissuance of any Letter of Credit denominated in Dollars, (ii) the date fourBusiness Days prior to the making of any Revolving Euro Loan, the continuationof any Revolving Euro Loan or the issuance of any Letter of Credit in euro,(iii) the date two Business Days prior to the making of any Revolving Base RateLoan, (iv) the last Business Day of any calendar quarter, and (v) any otherdate designated by the Administrative Agent or (b) with respect to the TrancheA (Euro) Term Loan Facility, the date four Business Days prior to the initialfunding on the Closing Date of the Tranche A (Euro) Term Loan.

“*Voting Stock*”means Stock of any Person having ordinary power to vote in the election ofmembers of the board of directors, managers, trustees or other controllingPersons, of such Person (irrespective of whether, at the time, Stock of anyother class or classes of such entity shall have or might have voting power byreason of the happening of any contingency).

“*Wholly OwnedExcluded Foreign Subsidiary*” means any Excluded Foreign Subsidiarythat is a Wholly Owned Subsidiary.

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“*Wholly OwnedSubsidiary*” means (a) any Domestic Subsidiary all of the CapitalStock of which is owned by the Borrower directly or indirectly through otherSubsidiaries and (b) any Foreign Subsidiary if (i) all of the Capital Stock ofsuch Foreign Subsidiary (other than directors’ qualifying shares and ForeignRequired Minority Shares, in each case only to the extent required byapplicable law) is owned by the Borrower directly or indirectly through otherSubsidiaries, and (ii) the Borrower, by contract or otherwise, controls themanagement and business of such Foreign Subsidiary and derives the economicbenefits of ownership of such Foreign Subsidiary to substantially the sameextent as if all of the Capital Stock of such Foreign Subsidiary were owneddirectly by the Borrower.

“*Wholly OwnedSubsidiary Guarantor*” means any Wholly Owned Subsidiary that is aGuarantor.

1.2                                 Computationof Time Periods.  In this Agreement,in the computation of periods of time from a specified date to a laterspecified 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.”

1.3                                 AccountingTerms and Principles.

(a)                                  Except as set forth below, allaccounting terms not specifically defined herein shall be construed inconformity with GAAP and all accounting determinations required to be madepursuant hereto shall, unless expressly otherwise provided herein, be made inconformity with GAAP.

(b)                                 If any change in the accountingprinciples used in the preparation of the most recent Financial Statementsreferred to in Section 5.1 is hereafter required or permitted by the rules,regulations, pronouncements and opinions of the Financial Accounting StandardsBoard or the American Institute of Certified Public Accountants (or anysuccessors thereto) and such change is adopted by the Borrower with theagreement of its independent public accountants and results in a change in anyof the calculations required by Article 6 had such accounting change notoccurred, the parties hereto agree to enter into negotiations in order to amendsuch provisions so as to equitably reflect such change with the desired resultthat the criteria for evaluating compliance with such covenants by the Borrowershall be the same after such change as if such change had not been made; *provided*, *however*,that no change in GAAP that would affect a calculation that measures compliancewith any covenant contained in Article 6 shall be given effect until suchprovisions are amended to reflect such changes in GAAP.

1.4                                 CertainTerms.

(a)                                  The words “herein,” “hereof” and “hereunder”and similar words refer to this Agreement as a whole, and not to any particularArticle, Section, subsection or clause in this Agreement.

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(b)                                 References in this Agreement to anExhibit, Schedule, Article, Section, subsection or clause refer to theappropriate Exhibit or Schedule to, or Article, Section, subsection or clausein this Agreement.

(c)                                  Each agreement defined in thisArticle 1 shall include all appendices, exhibits and schedules thereto. If theprior written consent of the Requisite Lenders is required hereunder for anamendment, restatement, supplement or other modification to any such agreementand such consent is obtained, references in this Agreement to such agreementshall be to such agreement as so amended, restated, supplemented ormodified.  If the prior written consentof the Requisite Lenders is not required hereunder for an amendment,restatement, supplement or other modification to any such agreement, referencesin this Agreement to such agreement shall be deemed to be to such agreement asso amended, restated, supplemented or modified.

(d)                                 References in this Agreement to anystatute shall be to such statute as amended or modified and in effect at thetime any such reference is operative.

(e)                                  The term “including” when used inany Loan Document means “including without limitation” except when used in thecomputation of time periods.

(f)                                    The term “or” has, except whereotherwise indicated, the inclusive meaning represented by the phrase “and/or”.

(g)                                 The terms “Lender,” “Issuer” and “AdministrativeAgent” include their respective successors.

(h)                                 Upon the appointment of anysuccessor Administrative Agent pursuant to Section 8.6, references to CreditSuisse in Section 8.3 shall be deemed to refer to the financial institutionthen acting as the Administrative Agent or one of its Affiliates if it sodesignates.

(i)                                     The words “asset” and “property”shall be construed to have the same meaning and effect and to refer to any andall tangible and intangible assets and properties, including cash, CapitalStock, Securities, revenues, accounts, leasehold interests and contract rights.

(j)                                     For purposes of Section 8.7(b) andSection 9.1(a), the term “Administrative Agent” shall be deemed to include theCollateral Agent.

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(k)                                  If a Permitted Merger shall haveoccurred and Merisant Worldwide is the Surviving Entity, all references to the “Borrower”herein and in any other Loan Document, unless otherwise specifically indicated,shall mean Merisant Worldwide and Merisant Worldwide shall assume theobligations of the Borrower in the Loan Documents.  If a Permitted Merger shall have occurred andMerisant Company is the Surviving Entity, all references to “Holdings” hereinand in any other Loan Document, unless otherwise specifically indicated, shallmean Merisant Company and Merisant Company shall assume the obligations ofHoldings in the Loan Documents. Notwithstanding the foregoing, if a Permitted Merger shall have occurredand Merisant Company is the Surviving Entity, all references to the “Borrower”herein and in the Loan Documents shall continue to be references to MerisantCompany.

**ARTICLE 2THE FACILITIES**

2.1                                 TheCommitments.

(a)                                  *Revolving Credit Commitments*.

On the terms and subject to the conditions containedin this Agreement, each Revolving Credit Lender severally agrees to make loansdenominated in Dollars or (subject to Section 2.14) euro (each a “*Revolving Loan*”) to the Borrower from timeto time on any Business Day during the period from the Closing Date until theRevolving Credit Termination Date in an aggregate amount having a DollarEquivalent not to exceed at any time outstanding for all such Loans by suchLender such Lender’s Revolving Credit Commitment; *provided*, *however*,that at no time shall any Lender be obligated to make (x) a Revolving Loanhaving a Dollar Equivalent in excess of such Lender’s Ratable Portion of theAvailable Credit or (y) a Revolving Euro Loan having a Dollar Equivalent inexcess of such Lender’s Ratable Portion of the Available Euro Credit.  Within the limits of each Lender’s RevolvingCredit Commitment, amounts of Revolving Loans repaid may be reborrowed underthis Section 2.1(a).

(b)                                 *Tranche A (Euro) Term LoanCommitments*.

On the terms and subject to the conditions containedin this Agreement, each Tranche A (Euro) Term Loan Lender severally made a loandenominated in euro (each a “*Tranche A(Euro) Term Loan*”) to the Borrower on the Closing Date, in an amountthe Dollar Equivalent of which does not exceed such Lender’s Tranche A (Euro)Term Loan Commitment.  Amounts of TrancheA (Euro) Term Loans paid or prepaid may not be reborrowed.

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(c)                                  *Tranche B Term Loan Commitments*.

On the terms and subject to the conditions containedin this Agreement, each Tranche B Term Loan Lender severally (i) made a loandenominated in Dollars (each an “*Existing Tranche B Term Loan*”) to the Borroweron the Closing Date, in an amount not to exceed such Lender’s Existing TrancheB Term Loan Commitment or (ii) agrees to make a loan denominated in Dollars(the *“Additional Tranche B Term Loans”* andtogether with the Existing Tranche B Term Loans, each a “*Tranche BTerm Loan”*) to the Borrower on the Amendment Closing Date, in anamount not to exceed such Lender’s Additional Tranche B Term LoanCommitment.  Amounts of Tranche B TermLoans paid or prepaid may not be reborrowed.

2.2                                 BorrowingProcedures.

(a)                                  Each Revolving Credit Borrowingshall be made on notice given by the Borrower to the Administrative Agent notlater than (i) 12:00 noon (New York City time) one Business Day, in the case ofa Borrowing of Base Rate Loans, (ii) 12:00 noon (New York City time) threeBusiness Days, in the case of a Borrowing of LIBO Rate Dollar Loans or (iii)12:00 noon (New York City time) four Business Days, in the case of a Borrowingof LIBO Rate Euro Loans, prior to the date of the proposed Revolving CreditBorrowing. Each such notice shall be in substantially the form of Exhibit C (a “*Notice of Borrowing*”), specifying (A) thedate of such proposed Revolving Credit Borrowing, (B) the currency (Dollars oreuro) and aggregate amount of such proposed Revolving Credit Borrowing, (C)what portion of the proposed Revolving Credit Borrowing denominated in Dollarswill be of Base Rate Loans or LIBO Rate Loans, (D) the initial Interest Periodor Periods for any such LIBO Rate Loans, (E) the aggregate outstandingpotential liability of the Borrower under any Foreign Overdraft Guaranties onthe date of such proposed Revolving Credit Borrowing, and (F) remittanceinstructions for such proposed Revolving Credit Borrowing.  In lieu of giving a Notice of Borrowing forany Revolving Credit Borrowing, the Borrower may give the Administrative Agenttelephonic notice prior to the time required for giving a Notice of Borrowing; *provided*, *however*,that such telephonic notice shall be promptly confirmed in writing by deliveryof a duly executed Notice of Borrowing to the Administrative Agent prior to theapplicable date of such Revolving Credit Borrowing. The Revolving Loans shallbe made in Dollars unless (subject to Section 2.14) the Notice of Borrowingspecifies that the Loan is a Revolving Euro Loan.  The Revolving Loans denominated in Dollarsshall be made as Base Rate Loans unless (subject to Section 2.14) the Notice ofBorrowing specifies that all or a portion thereof shall be LIBO Rate Loans.  Revolving Loans denominated in euro shall be madeas LIBO Rate Loans and shall not be available as Base Rate Loans.  Each Revolving Credit Borrowing shall be inan aggregate amount equal to an Applicable Currency Denomination.

(b)                                 All Term Loan Borrowings shall bemade upon receipt of a Notice of Borrowing given by the Borrower to theAdministrative Agent not later than 11:00 a.m. (New York City time) on theClosing Date or Amendment Closing Date. The Notice of Borrowing shall specify (i) the date of Borrowing (which,in the case of the Additional Tranche B Term Loans, shall be on the AmendmentClosing Date), (ii) the aggregate amount of such proposed

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TermLoan Borrowing, (iii) in the case of any Tranche B Term Loan Borrowing, whatportion of the proposed Term Loan Borrowing will be of Base Rate Loans or LIBORate Loans, (iv) the initial Interest Period or Interest Periods for any suchLIBO Rate Loans (*provided*, *however*,that the Additional Tranche B Term Loan Borrowing made on the Amendment ClosingDate shall be either a Base Rate Loan, or a LIBO Rate Loan having a one-monthInterest Period), and (v) remittance instructions for such proposed Term  Loan Borrowing.  The Tranche A (Euro) Term Loans shall be madeas LIBO Rate Loans and shall not be available as Base Rate Loans.  The initial Tranche B Term Loans shall bemade as Base Rate Loans unless (subject to Section 2.14) the Notice ofBorrowing specifies that all or a portion thereof shall be LIBO RateLoans.  The Additional Tranche B TermLoan Borrowing shall be in Dollars.

(c)                                  The Administrative Agent shall giveto each Lender prompt notice of the Administrative Agent’s receipt of a Noticeof Borrowing (or of telephonic notice duly given in lieu thereof), theApplicable Currency and (if a Euro Loan) the initial Dollar Equivalent thereof,and if LIBO Rate Loans are properly requested in such Notice of Borrowing, theapplicable interest rate determined pursuant to Section 2.14(a). Each Lendershall, before 11:00 a.m. (New York City time) on the date of the proposedBorrowing, make available to the Administrative Agent at an account designatedfrom time to time by the Administrative Agent of a bank in New York City (or,in the case of payments in euro, at an account designated from time to time bythe Administrative Agent as the place for payments in euro), in immediatelyavailable funds, such Lender’s Ratable Portion of such proposed Borrowing inthe Applicable Currency. After the Administrative Agent’s receipt of such fundsand upon fulfillment of the applicable conditions set forth in Section 3.1 (inthe case of Loans made on the Closing Date), Section 3.3 (in the case of Loansmade on the Amendment Closing Date) and Section 3.2, the Administrative Agentwill make such funds available to the Borrower.

(d)                                 Unless the Administrative Agentshall have received notice from a Lender prior to the date of any proposedBorrowing that such Lender will not make available to the Administrative Agentsuch Lender’s Ratable Portion of such Borrowing in the Applicable Currency, theAdministrative Agent may assume that such Lender has made such Ratable Portionavailable to the Administrative Agent in the Applicable Currency on the date ofsuch Borrowing in accordance with this Section 2.2 and the Administrative Agentmay, in reliance upon such assumption, make available to the Borrower on suchdate a corresponding amount. If and to the extent that such Lender shall nothave so made such Ratable Portion available to the Administrative Agent in theApplicable Currency, such Lender and the Borrower severally agree to repay to theAdministrative Agent forthwith on demand, in the Applicable Currency, suchcorresponding amount together with interest thereon, for each day from the datesuch amount is made available to the Borrower until the date such amount isrepaid to the Administrative Agent, at (i) in the case of the Borrower, theinterest rate applicable at the time to the Loans comprising such Borrowing and(ii) in the case of such Lender, the Federal Funds Effective Rate for the firstBusiness Day and thereafter at the interest rate applicable at the time to theLoans comprising such Borrowing. If such Lender shall repay to theAdministrative Agent such corresponding amount, such amount so repaid shallconstitute such Lender’s Loan as part of such Borrowing for purposes of thisAgreement. If the Borrower shall repay to the Administrative Agent suchcorresponding amount, such payment shall not relieve such Lender of anyobligation it may have

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hereunderto the Borrower.  With respect to anyRatable Portion of a Borrowing not made available by a Lender as contemplatedabove, if such Lender subsequently repays such corresponding amount to theAdministrative Agent and the Borrower has also repaid to the AdministrativeAgent such corresponding amount (together with interest thereon at the ratespecified in clause (i) of the third preceding sentence), then theAdministrative Agent shall promptly repay to Borrower such corresponding amountso received from such Lender (including interest thereon at the rate specifiedin clause (ii) of the third preceding sentence to the extent received from suchLender by the Administrative Agent); *provided*,*however*, that such repayment tothe Borrower shall not operate as a waiver or any abandonment of any rights orremedies of the Borrower with respect to such Lender.

(e)                                  The failure of any Lender to makethe Loan or any payment required by it on the date specified (a “*Non-Funding Lender*”), including anypayment in respect of its participation in Swing Line Loans and Letter ofCredit Obligations, shall not relieve any other Lender of its obligations tomake such Loan or payment on such date but no such other Lender shall beresponsible for the failure of any Non-Funding Lender to make a Loan or paymentrequired under this Agreement.

(f)                                    Neither the Administrative Agent norany Lender shall incur any liability to the Borrower in acting upon anytelephonic notice referred to in Section 2.2(a) or Section 2.11(a) that theAdministrative Agent believes in good faith to have been given by a ResponsibleOfficer or other person authorized to execute Notices of Borrowing or a Noticeof Conversion or Continuation on behalf of the Borrower or for otherwise actingin good faith under this Section 2.2 or under Section 2.11, and upon funding ofany Loans by the Lenders, or upon any conversion or continuation of any Loanspursuant to Section 2.11, in each case in accordance with this Agreement,pursuant to any such telephonic notice, the Borrower shall be deemed to haveborrowed Loans or effected a conversion or continuation, as the case may be,hereunder.

(g)                                 Except as otherwise provided inSection 2.14, a Notice of Borrowing or a Notice of Conversion or Continuation(or telephonic notice in lieu thereof) shall be irrevocable, and the Borrowershall be bound to make a Borrowing or to effect a conversion or continuation inaccordance therewith.

(h)                                 Any Notice of Borrowing in respectof any LIBO Rate Loan to be made on the Amendment Closing Date shall be inwriting and contain an indemnity agreement reasonably satisfactory to theBorrower and the Administrative Agent as to the matters specified in Section2.14(e).

2.3                                 SwingLine Loans.

(a)                                  On the terms and subject to theconditions contained in this Agreement, the Swing Line Loan Lender agrees tomake loans denominated in Dollars (each a

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“*Swing Line Loan*”) otherwise available tothe Borrower under the Revolving Credit Facility from time to time on anyBusiness Day during the period from the Closing Date until the Revolving CreditTermination Date in an aggregate amount at any time outstanding at any time notto exceed the lesser of (i) the Swing Line Loan Commitment and (ii) theAvailable Credit at such time.  EachSwing Line Loan shall be a Base Rate Loan and shall mature on the ScheduledTermination Date. Within the limits set forth in the first sentence of thisSection 2.3(a), amounts of Swing Line Loans repaid may be reborrowed under thisSection 2.3(a).

(b)                                 In order to request a Swing LineLoan, the Borrower shall telecopy to the Swing Line Loan Lender, with a copy tothe Administrative Agent, a duly completed request setting forth the date, therequested amount and date of the Swing Line Loan (a “*Swing Line Loan Request*”), to be received by the Swing LineLoan Lender not later than 1:00 p.m. (New York City time) on the day of theproposed borrowing.  Subject to the termsof this Agreement, the Swing Line Loan Lender shall make a Swing Line Loanavailable to the Borrower not later than 3:00 p.m. (New York City time) on thedate of the relevant Swing Line Loan Request. The Swing Line Loan Lender shallnot make any Swing Line Loan in the period commencing on the first Business Dayafter it receives written notice from any Lender that one or more of theconditions precedent contained in Section 3.2 shall not on such date be satisfied,and ending when such conditions are satisfied. The Swing Line Loan Lender shallnot otherwise be required to determine that, or take notice whether, theconditions precedent set forth in Section 3.2 hereof have been satisfied inconnection with the making of any Swing Line Loan.  Each Swing Line Loan Borrowing shall be in anaggregate amount equal to $500,000 or an integral multiple of $100,000 inexcess thereof.

(c)                                  The Swing Line Loan Lender shallnotify the Administrative Agent in writing (which writing may be by a telecopyor electronic mail) weekly, by no later than 10:00 a.m. (New York City time) onthe first Business Day of each week, of the aggregate principal amount of itsSwing Line Loans then outstanding.

(d)                                 The Swing Line Loan Lender may demandat any time during the continuance of an Event of Default that each RevolvingCredit Lender pay to the Administrative Agent, for the account of the SwingLine Loan Lender, in the manner provided in subsection (e) below, suchRevolving Credit Lender’s Ratable Portion of all or a portion of theoutstanding Swing Line Loans, which demand shall be made through theAdministrative Agent, shall be in writing and shall specify the outstandingprincipal amount of Swing Line Loans demanded to be paid.

(e)                                  The Administrative Agent shallforward each demand referred to in clause (d) above to each Revolving CreditLender on the day such demand is received by the Administrative Agent (exceptthat any such demand received by the Administrative Agent after 10:00 a.m. (NewYork City time) on any Business Day or any such demand received on a day thatis not a Business Day shall not be required to be forwarded to the RevolvingCredit Lenders by the Administrative Agent until the next succeeding BusinessDay), together with a statement prepared by the Administrative Agent specifyingthe amount of each Revolving Credit Lender’s

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RatablePortion of the aggregate principal amount of the Swing Line Loans demanded tobe paid pursuant to such demand, and, notwithstanding whether or not theconditions precedent set forth in Section 3.2 shall have been satisfied (whichconditions precedent the Revolving Credit Lenders hereby irrevocably waive),each Revolving Credit Lender shall, before 2:00 p.m. (New York City time) onthe same Business Day as the date of such Revolving Credit Lender’s receipt ofsuch written statement, make available to the Administrative Agent, inimmediately available funds, for the account of the Swing Line Loan Lender, theamount specified in such statement. Upon such payment by a Revolving CreditLender, such Revolving Credit Lender shall, except as provided in clause (f)below, be deemed to have made a Revolving Loan to the Borrower. TheAdministrative Agent shall use such funds to repay the Swing Line Loans to theSwing Line Loan Lender. To the extent that any Revolving Credit Lender fails tomake such payment available to the Administrative Agent for the account of theSwing Line Loan Lender, the Borrower shall repay such Swing Line Loan ondemand.

(f)                                    Upon the occurrence of a Defaultunder Section 7.1(f), each Revolving Credit Lender shall purchase, withoutrecourse or warranty, an undivided participation in each Swing Line Loanotherwise required to be repaid by such Revolving Credit Lender pursuant to clause(e) above, which participation shall be in a principal amount equal to suchRevolving Credit Lender’s Ratable Portion of such Swing Line Loan, by paying tothe Swing Line Loan Lender on the date on which such Revolving Credit Lenderwould otherwise have been required to make a payment in respect of such SwingLine Loan pursuant to clause (e) above, in immediately available funds, anamount equal to such Revolving Credit Lender’s Ratable Portion of such SwingLine Loan. If such amount is not in fact made available by such RevolvingCredit Lender to the Swing Line Loan Lender on such date, the Swing Line LoanLender shall be entitled to recover such amount on demand from such RevolvingCredit Lender together with interest accrued from such date at the FederalFunds Effective Rate for the first Business Day after such payment was due andthereafter at the rate of interest then applicable to Base Rate Loans.

(g)                                 From and after the date on which anyRevolving Credit Lender (i) is deemed to have made a Revolving Loan pursuant toclause (e) above with respect to any Swing Line Loan or (ii) purchases anundivided participation interest in a Swing Line Loan pursuant to clause (f)above, the Swing Line Loan Lender shall promptly distribute to such RevolvingCredit Lender such Revolving Credit Lender’s Ratable Portion of all payments ofprincipal of and interest received by the Swing Line Loan Lender on account ofsuch Swing Line Loan other than those received from a Revolving Credit Lenderpursuant to clause (e) or (f) above.

2.4                                 Lettersof Credit.

(a)                                  On the terms and subject to theconditions contained in this Agreement, each Issuer agrees to issue one or moreLetters of Credit denominated in Dollars or euro at the request of the Borrowerfor the account of the Borrower from time to time during the period commencingon the Closing Date and ending on the earlier of the Revolving Credit

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TerminationDate and 30 days prior to the Scheduled Termination Date; *provided*, *however*,that no Issuer shall be under any obligation to issue any Letter of Credit if:

(i)                                     any order, judgment or decree of anyGovernmental Authority or arbitrator shall purport by its terms to enjoin orrestrain such Issuer from issuing such Letter of Credit or any Requirement ofLaw applicable to such Issuer or any request or directive (whether or nothaving the force of law) from any Governmental Authority with jurisdiction oversuch Issuer shall prohibit, or request that such Issuer refrain from, theissuance of letters of credit generally or such Letter of Credit in particularor shall impose upon such Issuer with respect to such Letter of Credit anyrestriction or reserve or capital requirement (for which such Issuer is nototherwise compensated) not in effect on the date of this Agreement or result inany unreimbursed loss, cost or expense which was not applicable, in effect orknown to such Issuer as of the date of this Agreement and which such Issuer ingood faith deems material to it;

(ii)                                  such Issuer shall have receivedwritten notice from the Administrative Agent, any Revolving Credit Lender orthe Borrower, on or prior to the requested date of issuance of such Letter ofCredit, that one or more of the applicable conditions contained in Section 3.1,Section 3.2 or Section 3.3 is not then satisfied;

(iii)                               after giving effect to the issuanceof such Letter of Credit, the aggregate Revolving Credit Outstandings wouldexceed the aggregate of the Available Revolving Credit Commitments in effect atsuch time;

(iv)                              after giving effect to the issuanceof such Letter of Credit, the Dollar Equivalent of the sum of (i) the Letter ofCredit Undrawn Amounts at such time and (ii) the Reimbursement Obligations atsuch time would exceed $20,000,000;

(v)                                 any fees due in connection with arequested issuance have not been paid;

(vi)                              with respect to any requested Letterof Credit (Euro), immediately after giving effect to the issuance of suchLetter of Credit, the Revolving Credit Euro Outstandings at such time wouldexceed $15,000,000; or

(vii)                           with respect to any requested Letterof Credit (Euro), the obligation of any Lender to make Revolving Euro Loans issuspended at such time pursuant to Section 2.14(b) or (d).

None of the Revolving Credit Lenders (other than theIssuers in their capacity as such) shall have any obligation to issue anyLetter of Credit.

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(b)                                 In no event shall the expirationdate of (x) any Documentary Letter of Credit be later than the earlier of (A) 180 days after the date of issuance and(B) the later of (i) 30 days prior to the Scheduled Termination Date, and (ii)if cash collateral in the Applicable Currency and in an amount equal to theoutstanding amount of such Documentary Letter of Credit shall have been dulydeposited with respect to such Letter of Credit in a Cash Collateral Accountwith the Administrative Agent prior to the date in clause (x)(B)(i), 90 daysafter the Scheduled Termination Date; or (y) any Standby Letter of Credit beafter the earlier of (A) one year from its date of issuance and (B) the laterof (i) 10 Business Days preceding the Scheduled Termination Date and (ii) ifcash collateral in the Applicable Currency and in an amount equal to the outstandingamount of such Standby Letter of Credit shall have been duly deposited withrespect to such Letter of Credit in a Cash Collateral Account with theAdministrative Agent prior to the date in clause (y)(B)(i), 90 days after theScheduled Termination Date, *provided* thatany Standby Letter of Credit with a one-year term may provide for the renewalthereof for additional one-year periods (which shall in no event extend beyondthe later date referred to in clause (y)(B) above).

(c)                                  In connection with the issuance ofeach Letter of Credit, the Borrower shall give the relevant Issuer and theAdministrative Agent at least two Business Days’ prior written notice, insubstantially the form of Exhibit D (or in such other written or electronicform as is acceptable to the Issuer), of the requested issuance of such Letterof Credit (a “*Letter of Credit Request*”).Such notice shall be irrevocable and shall specify (i) the Issuer of suchLetter of Credit, (B) the stated amount of the Letter of Credit requested(which stated amount shall not violate clauses (iii), (iv) or (vi) of Section2.4(a)), (C) the date of issuance of such requested Letter of Credit (which dayshall be a Business Day), (D) the date on which such Letter of Credit is toexpire (which date shall be a Business Day), (E) the Person for whose benefitthe requested Letter of Credit is to be issued and (F) the aggregateoutstanding principal liability of the Borrower under any Foreign OverdraftGuaranties on such date of issuance of such Letter of Credit. Such notice, tobe effective, must be received by the relevant Issuer and the AdministrativeAgent not later than 12:00 noon (New York City time) on the third Business Day(in the case of Standby Letters of Credit) or fifth Business Day (in the caseof Documentary Letters of Credit) prior to the requested issuance of suchLetter of Credit.

(d)                                 Subject to the satisfaction of theconditions set forth in this Section 2.4, the relevant Issuer shall, on therequested date, issue a Letter of Credit on behalf of the Borrower inaccordance with such Issuer’s usual and customary business practices. No Issuershall issue any Letter of Credit in the period commencing on the first BusinessDay after it receives written notice from any Lender that one or more of theconditions precedent contained in Section 3.2 shall not on such date besatisfied, and ending when such conditions are satisfied. The relevant Issuershall not otherwise be required to determine that, or take notice whether, theconditions precedent set forth in Section 3.2 have been satisfied in connectionwith the issuance of any Letter of Credit.

(e)                                  If requested by the relevant Issuer,prior to the issuance of each Letter of Credit by such Issuer, and as acondition of such issuance and of the participation of

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eachRevolving Credit Lender in the Letter of Credit Obligations arising withrespect thereto, the Borrower shall have delivered to such Issuer a letter ofcredit reimbursement agreement, in such form as the Issuer may employ in itsordinary course of business for its own account (a “*Letter of Credit Reimbursement Agreement*”), signed by theBorrower, and such other documents or items as may be required pursuant to theterms thereof. In the event of any conflict between the terms of any Letter ofCredit Reimbursement Agreement and this Agreement, the terms of this Agreementshall govern.

(f)                                    Each Issuer shall:

(i)                                     give the Administrative Agentwritten notice (or telephonic notice confirmed promptly thereafter in writing,which writing may be a telecopy or electronic mail) of the issuance or renewalof a Letter of Credit issued by it, of all drawings under a Letter of Creditissued by it and the payment (or the failure to pay when due) by the Borrowerof any Reimbursement Obligation when due (which notice the Administrative Agentshall promptly transmit by telecopy, electronic mail or similar transmission toeach Revolving Credit Lender);

(ii)                                  upon the request of any RevolvingCredit Lender, furnish to such Revolving Credit Lender copies of any Letter ofCredit Reimbursement Agreement to which such Issuer is a party and such otherdocumentation as may reasonably be requested by such Revolving Credit Lender;and

(iii)                               no later than 10 Business Daysfollowing the last day of each calendar month, provide to the AdministrativeAgent (and the Administrative Agent shall provide a copy to each RevolvingCredit Lender requesting the same) and the Borrower separate schedules forDocumentary and Standby Letters of Credit issued by it, in form and substancereasonably satisfactory to the Administrative Agent, setting forth theaggregate Letter of Credit Obligations outstanding at the end of each month andany information requested by the Borrower or the Administrative Agent relatingthereto.

(g)                                 Immediately upon the issuance by anIssuer of a Letter of Credit in accordance with the terms and conditions ofthis Agreement, such Issuer shall be deemed to have sold and transferred toeach Revolving Credit Lender, and each Revolving Credit Lender shall be deemedirrevocably and unconditionally to have purchased and received from suchIssuer, without recourse or warranty, an undivided interest and participation,to the extent of such Revolving Credit Lender’s Ratable Portion of theRevolving Credit Commitments, in such Letter of Credit and the obligations ofthe Borrower with respect thereto (including all Letter of Credit Obligationswith respect thereto) and any security therefor and guaranty pertainingthereto.

(h)                                 The Borrower agrees to pay to theIssuer of any Letter of Credit the amount of all Reimbursement Obligationsowing to such Issuer under any Letter of Credit in

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theApplicable Currency no later than (and such Reimbursement Obligations shall bedue and payable on) the date (the “*ReimbursementDue Date*”) that is the next succeeding Business Day after theBorrower receives notice from the Issuer that payment has been made under suchLetter of Credit, irrespective of any claim, set-off, defense or other rightwhich the Borrower may have at any time against such Issuer or any otherPerson.  In the event that any Issuermakes any payment under any Letter of Credit, such Reimbursement Obligationshall bear interest computed from the date on which such ReimbursementObligation arose to the date of repayment in full at the rate of interestapplicable during such period to Revolving Loans that are Base Rate Loans (ifthe Applicable Currency is Dollars) or Revolving Euro Loans with InterestPeriods of one month (if the Applicable Currency is euro) plus, for the periodfrom the Reimbursement Due Date to the date of repayment in full, an additional2% per annum.  Unless the Borrower shallhave notified the Administrative Agent and the Issuer with respect to anyLetter of Credit prior to 10:00 a.m. (New York City time) on the Business Dayprior to (if the Applicable Currency is Dollars) or the fourth Business Dayprior to (if the Applicable Currency is euro) the date on which such Issuermakes payment under such Letter of Credit that the Borrower intends toreimburse such Issuer with funds other than proceeds of Revolving Loans or,notwithstanding such notice, the Borrower shall not have repaid suchReimbursement Obligation to such Issuer pursuant to this clause (h) in theApplicable Currency or such payment is rescinded or set aside for any reason,such Issuer shall promptly notify the Administrative Agent, which shallpromptly notify each Revolving Credit Lender of the Borrower’s intention to useproceeds of Revolving Loans or failure to repay such Reimbursement Obligation,and each Revolving Credit Lender shall promptly and unconditionally pay to theAdministrative Agent for the account of such Issuer the amount of suchRevolving Credit Lender’s Ratable Portion of such payment in the ApplicableCurrency and in immediately available funds. If the Administrative Agent sonotifies such Revolving Credit Lender on any Business Day, such RevolvingCredit Lender shall make available to the Administrative Agent for the accountof such Issuer its Ratable Portion of the amount of such payment no later than12:00 noon (New York City time) on the next succeeding Business Day (if theApplicable Currency is Dollars) or the second succeeding Business Day (if theApplicable Currency is euro) in the Applicable Currency and in immediatelyavailable funds. Upon such payment by a Revolving Credit Lender, such RevolvingCredit Lender shall, except during the continuance of an Event of Default underSection 7.1(f) and notwithstanding whether or not the conditions precedent setforth in Section 3.2 shall have been satisfied (which conditions precedent theRevolving Credit Lenders hereby irrevocably waive), be deemed to have made aRevolving Loan to the Borrower in the principal amount of such payment.Whenever any Issuer receives from the Borrower a payment of a ReimbursementObligation as to which the Administrative Agent has received for the account ofsuch Issuer any payment from a Revolving Credit Lender pursuant to this clause(h) above, such Issuer shall pay to the Administrative Agent and theAdministrative Agent shall promptly pay to such Revolving Credit Lender, inimmediately available funds, an amount equal to such Revolving Credit Lender’sRatable Portion of the amount of such payment adjusted, if necessary, toreflect the respective amounts the Revolving Credit Lenders have paid inrespect of such Reimbursement Obligation.

(i)                                     The Borrower’s obligation to payeach Reimbursement Obligation and the obligations of the Revolving CreditLenders to make payments to the Administrative Agent for the account of theIssuers with respect to Letters of Credit in the Applicable Currency shall beabsolute, unconditional and irrevocable, and shall be performed strictly inaccordance

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withthe terms of this Agreement, under any and all circumstances whatsoever,including the occurrence of any Default or Event of Default, and irrespectiveof:

(i)                                     any lack of validity orenforceability of any Letter of Credit or any Loan Document, or any term orprovision therein;

(ii)                                  any amendment or waiver of or anyconsent to departure from all or any of the provisions of any Letter of Creditor any Loan Document;

(iii)                               the existence of any claim, set off,defense or other right that the Borrower, any other party guaranteeing, orotherwise obligated with, the Borrower, any Subsidiary or other Affiliatethereof or any other Person may at any time have against the beneficiary underany Letter of Credit, Issuer, the Administrative Agent or any Lender or anyother Person, whether in connection with this Agreement, any other LoanDocument or any other related or unrelated agreement or transaction;

(iv)                              any draft or other documentpresented under a Letter of Credit proving to be forged, fraudulent, invalid orinsufficient in any respect or any statement therein being untrue or inaccuratein any respect;

(v)                                 payment by the Issuer under a Letterof Credit against presentation of a draft or other document that does notcomply with the terms of such Letter of Credit; and

(vi)                              any other act or omission to act ordelay of any kind of the Issuer, the Lenders, the Administrative Agent or anyother Person or any other event or circumstance whatsoever, whether or notsimilar to any of the foregoing, that might, but for the provisions of thisSection, constitute a legal or equitable discharge of the Borrower’sobligations hereunder.

Any action taken or omitted to be taken by therelevant Issuer under or in connection with any Letter of Credit, if taken oromitted in the absence of gross negligence or willful misconduct, shall not putsuch Issuer under any resulting liability to the Borrower or any RevolvingCredit Lender. In determining whether drafts and other documents presentedunder a Letter of Credit comply with the terms thereof, the Issuer may acceptdocuments that appear on their face to be in order, without responsibility forfurther investigation, regardless of any notice or information to the contraryand, in making any payment under any Letter of Credit (x) the Issuer may relyexclusively on the documents presented to it under such Letter of Credit as toany and all matters set forth therein, including reliance on the amount of anydraft presented under such Letter of Credit, whether or not the amount due tothe beneficiary thereunder equals the amount of such draft and whether or notany document presented pursuant to such Letter of

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Credit proves to beinsufficient in any respect, if such document on its face appears to be inorder, and whether or not any other statement or any other document presentedpursuant to such Letter of Credit proves to be forged or invalid or anystatement therein proves to be inaccurate or untrue in any respect whatsoeverand any noncompliance in any immaterial respect of the documents presentedunder such Letter of Credit with the terms thereof shall, in each case, be deemednot to constitute willful misconduct or gross negligence of the Issuer.

(j)                                     If and to the extent such RevolvingCredit Lender shall not have so made its Ratable Portion of the amount of thepayment required by clause (h) above available to the Administrative Agent forthe account of such Issuer, such Revolving Credit Lender agrees to pay to theAdministrative Agent for the account of such Issuer forthwith on demand suchamount together with interest thereon, for the first Business Day after paymentwas first due at the Federal Funds Effective Rate, and thereafter until suchamount is repaid to the Administrative Agent for the account of such Issuer, atthe rate per annum applicable to Base Rate Loans under the Revolving CreditFacility (if not a Letter of Credit (Euro)) or Revolving Euro Loans withInterest Periods determined by the Administrative Agent (if a Letter of Credit(Euro)).  The failure of any RevolvingCredit Lender to make available to the Administrative Agent for the account ofsuch Issuer its Ratable Portion of any such payment shall not relieve any otherRevolving Credit Lender of its obligation hereunder to make available to theAdministrative Agent for the account of such Issuer its Ratable Portion of anypayment on the date such payment is to be made, but no Revolving Credit Lendershall be responsible for the failure of any other Revolving Credit Lender tomake available to the Administrative Agent for the account of the Issuer suchother Revolving Credit Lender’s Ratable Portion of any such payment.

2.5                                 Reductionand Termination of the Commitments.

(a)                                  The Borrower may, upon at leastthree Business Days’ prior notice to the Administrative Agent, terminate inwhole or reduce in part, without premium or penalty (other than any amounts owingpursuant to Section 2.14(e)), ratably the unused portions of the respectiveRevolving Credit Commitments of the Revolving Credit Lenders; *provided*, *however*,that each partial reduction shall be in the aggregate amount equal to$1,000,000 or an integral multiple in excess thereof.

(b)                                 The then current Revolving CreditCommitments shall be reduced on each date on which a prepayment of RevolvingLoans or Swing Line Loans is made pursuant to Section 2.9(a) and (b) or wouldbe required to be made had the outstanding Revolving Loans and Swing Line Loansequaled the Revolving Credit Commitments then in effect, in each case in theamount of such prepayment (or deemed prepayment) (and the Revolving CreditCommitment of each Lender shall be reduced by its Ratable Portion of suchamount).

(c)                                  The Tranche A (Euro) Term LoanCommitments were reduced to zero upon the funding of Tranche A (Euro) TermLoans on the Closing Date.

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(d)                                 The Existing Tranche B Term LoanCommitments were reduced to zero upon the funding of Existing Tranche B TermLoans on the Closing Date and the Additional Tranche B Term Loan Commitmentsshall be reduced to zero upon the funding of the Additional Tranche B TermLoans on the Amendment Closing Date.

2.6                                 Repaymentof Loans.

(a)                                  The Borrower shall repay the entireunpaid principal amount of the Revolving Loans and the Swing Line Loans on theScheduled Termination Date.

(b)                                 The Borrower shall repay the TrancheA (Euro) Term Loans on the dates (or, if any such date is not a Business Day,the next preceding Business Day) and in the amounts set forth below:
| Date             | ** ** | **Amount of Principal (€)** | ** ** |
|------------------|------------|-------------------------------------------------|------------|
| July 31, 2007    |       | 1,387,873.51                                    |       |
| October 31, 2007 |       | 1,387,873.51                                    |       |
| January 31, 2008 |       | 1,387,873.51                                    |       |
| April 30, 2008   |       | 1,387,873.51                                    |       |
| July 31, 2008    |       | 1,387,873.51                                    |       |
| October 31, 2008 |       | 2,775,747.65                                    |       |
| January 11, 2009 |       | 2,775,752.56                                    |       |

 

*provided*,*however*, that the Borrower shallrepay the entire unpaid principal amount of the Tranche A (Euro) Term Loans onthe Tranche A (Euro) Term Loan Maturity Date.

(c)                                  The Borrower shall repay the TrancheB Term Loans on the dates (or, if any such date is not a Business Day, the nextpreceding Business Day) and in the amounts set forth below:
| Date             | ** ** | **Amount of Principal ($)** | ** ** |
|------------------|------------|--------------------------------------------|------------|
| July 31, 2007    |       | 486,644.43                                 |       |
| October 31, 2007 |       | 486,644.43                                 |       |
| January 31, 2008 |       | 486,644.43                                 |       |
| April 30, 2008   |       | 486,644.43                                 |       |
| July 31, 2008    |       | 486,644.43                                 |       |
| October 31, 2008 |       | 486,644.43                                 |       |
| January 31, 2009 |       | 486,644.43                                 |       |
| April 30, 2009   |       | 486,644.43                                 |       |
| July 31, 2009    |       | 486,644.43                                 |       |
| October 31, 2009 |       | 486,644.43                                 |       |
| January 11, 2010 |       | 185,679,197.75                             |       |

 

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*provided*,*however*, that the Borrower shallrepay the entire unpaid principal amount of the Tranche B Term Loans on theTranche B Term Loan Maturity Date.

2.7                                 Evidenceof Debt.

(a)                                  Each Lender shall maintain inaccordance with its usual practice an account or accounts evidencingIndebtedness of the Borrower to such Lender resulting from each Loan of suchLender from time to time, including the amounts of principal and interestpayable and paid to such Lender from time to time under this Agreement.

(b)                                 The Administrative Agent shallmaintain accounts in accordance with its usual practice in which it will record(i) the amount of each Loan made and, if a LIBO Rate Loan, the Interest Periodapplicable thereto, (ii) the amount of any principal or interest due andpayable by the Borrower to each Lender hereunder and (iii) the amount of anysum received by the Administrative Agent hereunder from the Borrower and eachLender’s share thereof, if applicable.

(c)                                  The entries made in the accountsmaintained pursuant to clauses (a) and (b) of this Section 2.7 shall, to the extentpermitted by applicable law, be prima facie evidence of the existence andamounts of the obligations recorded therein; *provided*,*however*, that the failure of anyLender or the Administrative Agent to maintain such accounts or any errortherein shall not in any manner affect the obligations of the Borrower to repaythe Loans in accordance with their terms.

(d)                                 Notwithstanding any other provisionof the Agreement, in the event that any Lender requests that the Borrowerexecute and deliver a promissory note or notes payable to such Lender in orderto evidence the Indebtedness owing to such Lender by the Borrower hereunder,the Borrower will promptly execute and deliver a Note or Notes to such Lenderevidencing any Term Loans and Revolving Loans, as the case may be, of suchLender, substantially in the forms of Exhibit B-1, B-2 or B-3, respectively.

2.8                                 OptionalPrepayments.

(a)                                  *Revolving Loans*.

The Borrower may, upon at least (i) three BusinessDays’ prior notice to the Administrative Agent for any such Loan that is a LIBORate Dollar Loan, (ii) four Business Days’ prior notice to the AdministrativeAgent for any such Loan that is a LIBO Rate Euro Loan or (iii) one Business Day’sprior notice to the Administrative Agent for any such Loan that is a Base Rate Loan,which notice shall be substantially in the form of Exhibit J (a “*Notice of Optional Prepayment*”) and shallbe given by 12:00 noon (New York City time) on the date required and state theproposed date and aggregate principal amount and Applicable Currency of

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the prepayment, prepaythe outstanding principal amount of the Revolving Loans or Swing Line Loans inwhole or in part, without premium or penalty (other than any amounts owingpursuant to Section 2.14(e)), in the Applicable Currency, together with (exceptin the case of Base Rate Loans) accrued interest to the date of such prepaymenton the principal amount prepaid; *provided*,*however*, that if any prepaymentof any LIBO Rate Loan is made by the Borrower other than on the last day of anInterest Period for such Loan, the Borrower shall also pay any amounts owingpursuant to Section 2.14(e); and, *provided,further*, that each partial prepayment shall be in an aggregateprincipal amount equal to (i) if a Dollar Loan, $1,000,000 or an integralmultiple in excess thereof or (ii) if a Euro Loan, €1,000,000 or an integralmultiple in excess thereof.  Any Noticeof Optional Prepayment shall be irrevocable and, upon the giving of any suchNotice of Optional Prepayment, the principal amount of Revolving Loans specifiedto be prepaid shall become due and payable on the date specified for suchprepayment.

(b)                                 *Term Loans*.

The Borrower may, upon at least (i) three BusinessDays’ prior notice to the Administrative Agent for any such Loan that is a LIBORate Dollar Loan, (ii) four Business Days’ prior notice to the AdministrativeAgent for any such Loan that is a LIBO Rate Euro Loan or (iii) one Business Day’sprior notice to the Administrative Agent for any such Loan that is a Base RateLoan, which notice shall be a Notice of Optional Prepayment and shall be givenprior to 12:00 noon (New York City time) on the date required and state theproposed date and aggregate principal amount of the prepayment, prepay theoutstanding principal amount of a Tranche of the Term Loans, in whole or inpart, in the Applicable Currency, together with accrued interest to the date ofsuch prepayment on the principal amount prepaid; *provided*, *however*,that if any prepayment of any LIBO Rate Loan is made by the Borrower other thanon the last day of an Interest Period for such Loan, the Borrower shall alsopay any amounts owing pursuant to Section 2.14(e); and, *provided*, *further*,that (i) each partial prepayment shall be in an aggregate principal amountequal to (A) if a Dollar Loan, $1,000,000 or an integral multiple in excessthereof or (B) if a Euro Loan, €1,000,000 or an integral multiple in excessthereof and (ii) any such partial prepayment shall be applied to reduce ratablythe remaining installments of such outstanding principal amount of therespective Tranche of Term Loans specified by the Borrower to be so repaid on apro rata basis.  Any Notice of OptionalPrepayment shall be irrevocable and, upon the giving of any such Notice ofOptional Prepayment, the principal amount of the Term Loans specified to beprepaid shall become due and payable on the date specified for such prepayment.

(c)                                  The Borrower shall have no right tovoluntary prepay the principal amount of any Revolving Loan or any Term Loanother than as provided in this Section 2.8.

2.9                                 MandatoryPrepayments.

(a)                                  Upon receipt by Holdings, theBorrower or any of its Subsidiaries of (i) Net Cash Proceeds arising from anAsset Sale, Recovery Event or Debt Issuance, the Borrower shall immediatelyprepay the Loans (or provide cash collateral in respect of Letters of

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Credit)in an amount equal to 100% of such Net Cash Proceeds; or (ii) Net Cash Proceedsarising from an Equity Issuance (other than Permitted Cure Securities), theBorrower shall immediately prepay the Loans (or provide cash collateral inrespect of Letters of Credit) in an amount equal to 50% of such Net CashProceeds; *provided*, *however*, that in the case of any Net CashProceeds constituting the Reinvestment Deferred Amount with respect to aReinvestment Event, the Borrower shall prepay the Loans (or provide cashcollateral in respect of Letters of Credit) in an amount equal to theReinvestment Prepayment Amount applicable to such Reinvestment Event, if any,on the Reinvestment Prepayment Date with respect to such Reinvestment Event; *provided*, *however*,that the amount of Net Cash Proceeds received in the same Fiscal Year from oneor more Reinvestment Events that may be specified as Reinvestment DeferredAmounts in one or more Reinvestment Notices shall not exceed $30,000,000 in theaggregate for all such Net Cash Proceeds so received.  Any such mandatory prepayment shall beapplied in accordance with Section 2.9(c) below.

(b)                                 If the Consolidated Leverage Ratiofor the last day of any Fiscal Year is greater than or equal to 5.0 to 1.0, theBorrower shall prepay the Loans, on a date no later than 5 days after theearlier of (i) the date on the Financial Statements of the Borrower referred toin Section 5.1(a) for such Fiscal Year are required to be delivered to theLenders and (ii) the date such financial statements are actually delivered, inan amount equal to 50% (*provided*that,(A) such amount shall be reduced to 25% if the Consolidated Leverage Ratio onthe date pursuant to this Section 2.9(b) is less than 5.0 to 1.0, but greaterthan or equal to 4.0 to 1.0 and (B) no mandatory prepayment shall be requiredpursuant to this Section 2.9(b) if the Consolidated Leverage Ratio on the datepursuant to this Section 2.9(b) is less than 4.0 to 1.0) of Excess Cash Flowfor such Fiscal Year.  Any such mandatoryprepayment shall be applied in accordance with Section 2.9(c) below.

(c)                                  Any prepayments made by the Borrowerrequired to be applied in accordance with this Section 2.9(c) shall be appliedas follows: *first*, to prepay theoutstanding principal balance of the Term Loans, until such Term Loans shallhave been prepaid in full; *second*,to repay the outstanding principal balance of the Swing Line Loans, until suchSwing Line Loans shall have been repaid in full; *third*, to repay the outstanding principal balance of theRevolving Loans, until such Revolving Loans shall have been paid in full; and *then*, to provide cash collateral for anyLetter of Credit Obligations in the manner set forth in Section 7.3 until allsuch Letter of Credit Obligations have been fully cash collateralized in themanner set forth therein.  Allprepayments of the Term Loans made pursuant to this Section 2.9 shall beapplied to reduce ratably the remaining installments of such outstandingprincipal amounts of the Term Loans of both Tranches on a pro rata basis.  All repayments of Revolving Loans and SwingLine Loans required to be made pursuant to Section 2.9(a) or (b) (or whichwould be required to be made had the outstanding Revolving Loans and Swing LineLoans equaled the Revolving Credit Commitments then in effect) shall result ina permanent reduction of the Revolving Credit Commitments as provided inSection 2.5(b).

(d)                                 If at any time the aggregateRevolving Credit Outstandings exceed the aggregate Available Revolving CreditCommitments at such time, the Borrower shall

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forthwithprepay the Swing Line Loans first and then the Revolving Loans then outstandingin an amount equal to such excess. If any such excess remains after repaymentin full of the aggregate outstanding Swing Line Loans and Revolving Loans, theBorrower shall provide cash collateral for the Letter of Credit Obligations inthe manner set forth in Section 7.3 in an amount equal to such excess.

(e)                                  If at any time the aggregateRevolving Credit Euro Outstandings exceed $15,000,000, the Borrower shallforthwith prepay the Revolving Euro Loans then outstanding in an amount equalto such excess. If any such excess remains after repayment in full of theaggregate outstanding Revolving Euro Loans, the Borrower shall provide cashcollateral for the Letter of Credit (Euro) Obligations in the manner set forthin Section 7.3 in an amount equal to such excess.

(f)                                    No mandatory prepayment of theTranche A (Euro) Term Loans will be required as a result of any changes in therate of exchange for Dollars and euro.

(g)                                 No later than the time at which theBorrower makes any mandatory prepayment to the Administrative Agent pursuant tothis Section 2.9, the Borrower shall notify the Administrative Agent in writingof the amount of any such mandatory prepayment and the reason therefor.

2.10                           Interest.

(a)                                  *Rate of Interest*.

All Loans and the outstanding amount of all otherObligations shall bear interest, in the case of Loans, on the unpaid principalamount thereof from the date such Loans are made and, in the case of such otherObligations, from the date such other Obligations become due and payable until,in all cases, paid in full, except as otherwise provided in Section 2.10(c), asfollows:

(i)                                     in the case of a Base Rate Loan, ata rate per annum equal to the sum of (A) the Base Rate as in effect from timeto time *plus* (B) the Applicable Margin in effectfrom time to time for such Loan;

(ii)                                  in the case of a LIBO Rate Loan, ata rate per annum equal to the sum of (A) the LIBO Rate determined for theapplicable Interest Period *plus* (B) theApplicable Margin in effect from time to time for such Loan during suchInterest Period; and

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(iii)                               in the case of any Obligations(other than Loans) that have become due and payable, (x) if such otherObligation constitutes interest in respect of the Tranche B Term Loan, at arate per annum equal to the sum of (A) the Base Rate as in effect for time totime *plus* (B) the Applicable Margin for theTranche B Term Loan in effect from time to time *plus* (C) 2% *per annum* or(y) otherwise, at a rate per annum equal to the sum of (A) the Base Rate as ineffect from time to time *plus* (B) theApplicable Margin for Revolving Loans in effect from time to time *plus* (C) 2% *per annum*.

(b)                                 *Interest Payments*.

(i)                                     Interest accrued on each Base RateLoan (including Swing Line Loans) shall be due and payable in arrears (A) onthe last Business Day of each calendar quarter, (B) in the case of Base RateLoans that are Term Loans, upon the payment or prepayment thereof in full or inpart, and (C) if not previously paid in full, at maturity (whether byacceleration or otherwise) of such Base Rate Loan.

(ii)                                  Interest accrued on each LIBO RateLoan shall be due and payable in arrears (A) on the last day of each InterestPeriod applicable to such Loan and if such Interest Period has a duration ofmore than three months, on each day during such Interest Period which occursevery three months from the first day of such Interest Period, (B) upon thepayment or prepayment thereof in full or in part, and (C) if not previouslypaid in full, at maturity (whether by acceleration or otherwise) of such LIBORate Loan.

(iii)                               Interest accrued on the amount ofall other Obligations shall be due and payable on demand at any time and fromtime to time after such Obligation becomes due and payable (whether byacceleration or otherwise).

(c)                                  *Interest on Defaulted Principal*.

Any principal of any outstanding Loan that has becomedue and payable shall bear interest at a rate which is 2% per annum in excessof the rate of interest otherwise applicable to such Loan from time to time.

(d)                                 *Currency of Payment*.

Interest on any Loan or other Obligation shall bepayable in the same currency as the currency in which such Loan or otherObligation is payable.

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2.11                           Conversion/ContinuationOption.

(a)                                  The Borrower may elect (i) at anytime to convert Base Rate Loans (other than Swing Line Loans) or any portionthereof to LIBO Rate Dollar Loans in an Applicable Currency Denomination, (ii)at any time to convert LIBO Rate Dollar Loans or any portion thereof into BaseRate Loans in an Applicable Currency Denomination, (iii) at the end of anyapplicable Interest Period to continue LIBO Rate Loans or any portion thereofin an Applicable Currency Denomination for an additional Interest Period in thesame Applicable Currency, or (iv) at the end of any Interest Period for anyLIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, tocontinue such LIBO Loans or any portion thereof that is at least €5,000,000(but is not in an Applicable Currency Denomination) for an additional InterestPeriod, so long as all other LIBO Loans comprising the Tranche A (Euro) TermLoan are in an Applicable Currency Denomination; *provided*, *however*,that, if any such conversion of any LIBO Rate Dollar Loan is made pursuant toclause (ii) above other than on the last day of an Interest Period for suchLoan, the Borrower shall also pay any amounts owing pursuant to Section2.14(e).  Each conversion or continuationshall be allocated among the Loans of each Lender in accordance with itsRatable Portion. Each such election shall be in substantially the form ofExhibit E hereto (a “*Notice of Conversion orContinuation*”) and shall be made by giving the Administrative Agentwritten notice no later than 12:00 noon (New York City time) on the date threeBusiness Days (other than in the case of a continuation of any Euro Loan) orfour Business Days (in the case of a continuation of any Euro Loan) in advanceof the relevant conversion or continuation, which notice shall specify (A) theamount, type and Applicable Currency of Loan being converted or continued, (B)in the case of a conversion to LIBO Rate Dollar Loans or a continuation of LIBORate Loans, the applicable Interest Period, (C) in the case of a conversion,the date of conversion (which date shall be a Business Day) and (D) in the caseof any conversion or continuation of any Revolving Loan, the aggregateoutstanding principal liability of the Borrower under any Foreign OverdraftGuaranties on such date of conversion or continuation.  In lieu of giving a Notice of Conversion orContinuation for any conversion or continuation, the Borrower may give theAdministrative Agent telephonic notice prior to the time required for giving aNotice of Conversion or Continuation; *provided*,*however*, that such telephonicnotice shall be promptly confirmed in writing by delivery of a duly executedNotice of Conversion or Continuation to the Administrative Agent prior to thedate of conversion or continuation.

(b)                                 The Administrative Agent shallpromptly notify each Lender of its receipt of a Notice of Conversion orContinuation (or of telephonic notice duly given in lieu thereof) and of theoptions selected therein. Notwithstanding the foregoing, (i) Euro Loans may notbe converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) noconversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans,and no continuation in whole or in part of LIBO Rate Dollar Loans upon the expirationof any applicable Interest Period, and no election of an Interest Period inexcess of one month in respect of any Euro Loans, shall be permitted at anytime at which a Default or an Event of Default shall have occurred and becontinuing; and (iii) no conversion in whole or in part of Base Rate Loans toLIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO RateLoans upon the expiration of any applicable Interest Period, shall be permittedat any time at which such conversion into, or

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continuationof, would violate any of the provisions of Section 2.14. If, within the timeperiod required under the terms of this Section 2.11, the Administrative Agentdoes not receive a Notice of Conversion or Continuation from the Borrowercontaining a permitted election to continue any LIBO Rate Loans for anadditional Interest Period or to convert any such Loans, then, upon theexpiration of the applicable Interest Period, (i) if such Loans are LIBO RateDollar Loans, such Loans will be automatically converted to Base Rate Loans or(ii) if such Loans are Euro Loans, such Loans shall be automatically continuedas Euro Loans with an Interest Period of one month.  Each Notice of Conversion or Continuationshall be irrevocable.

2.12                           Fees.

(a)                                  *Unused Commitment Fee*.

The Borrower agrees to pay to each Revolving CreditLender a commitment fee in Dollars on the daily average amount by which theRevolving Credit Commitment of such Lender exceeds such Lender’s RatablePortion of the excess of (x) the Revolving Credit Outstandings over (y) theamount of any outstanding Swing Line Loans (the “*UnusedCommitment Fee*”) from the date hereof until the Revolving CreditTermination Date at the Applicable Unused Commitment Fee Rate, payable inarrears (i) on the last Business Day of each calendar quarter, and (ii) on theRevolving Credit Termination Date.

(b)                                 *Letter of Credit Fees*.

The Borrower agrees to pay the following amounts withrespect to Letters of Credit issued by any Issuer:

(i)                                     to the Administrative Agent for theaccount of each Issuer of a Letter of Credit, with respect to each Letter ofCredit issued by such Issuer, an issuance fee in the Applicable Currency equalto 0.25% per annum of the maximum amount available from time to time to bedrawn under such Letter of Credit, payable in arrears (A) on the last BusinessDay of each calendar quarter, commencing on the first such Business Dayfollowing the issuance of such Letter of Credit and (B) on the Revolving CreditTermination Date (or, if any cash collateral has been deposited with respect tosuch Letter of Credit pursuant to clause (x)(B)(ii) or (y)(B)(ii) of Section2.4(b), the date of expiration of such Letter of Credit);

(ii)                                  to the Administrative Agent for theratable benefit of the Revolving Credit Lenders, with respect to each Letter ofCredit, a fee in the Applicable Currency accruing at a rate per annum equal tothe Applicable Margin for Revolving Loans that are LIBO Rate Loans, of themaximum amount available from time to time to be drawn under such Letter ofCredit, payable in arrears on the last Business Day of each calendar quarter,commencing on the first such Business Day following the issuance of

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suchLetter of Credit and (ii) on the Revolving Credit Termination Date (or, if anycash collateral has been deposited with respect to such Letter of Creditpursuant to clause (x)(B)(ii) or (y)(B)(ii) of Section 2.4(b), the date ofexpiration of such Letter of Credit); *provided*,*however*, that during thecontinuance of an Event of Default under Section 7.1(a) in respect of principalor interest, such fee shall be increased by 2.00% per annum and shall bepayable on demand, and during the continuance of any other Event of Default, bywritten notice to the Borrower given by the Administrative Agent acting upon thedirection of the Requisite Lenders, the Requisite Lenders may require that suchfee shall be increased to the per annum rate equal to the rate otherwiseapplicable to such fee plus 2.00% per annum and shall be payable on demand; and

(iii)                               to the Issuer of any Letter ofCredit, with respect to the issuance, amendment or transfer of each Letter ofCredit and each drawing made thereunder, documentary and processing charges inaccordance with such Issuer’s standard schedule for such charges in effect atthe time of issuance, amendment, transfer or drawing, as the case may be.

(c)                                  *Additional Fees*.

The Borrower has agreed to pay to the Arrangersadditional fees, the amount and dates of payment of which are embodied in theEngagement Letter and the Appointment Letter.

2.13                           Paymentsand Computations.

(a)                                  The Borrower shall make each paymenthereunder (including fees and expenses) not later than 12:00 noon (New YorkCity time) on the day when due, in the Applicable Currency, to theAdministrative Agent at an account designated from time to time by theAdministrative Agent at a bank in New York City (or, in the case of payments ineuro, at an account designated from time to time by the Administrative Agent asthe place for payments in euro) in immediately available funds without set-offor counterclaim. The Administrative Agent will promptly thereafter cause to bedistributed immediately available funds relating to the payment of principal orinterest or fees to the Lenders, in accordance with the application of paymentsset forth in clauses (e) and (f) of this Section 2.13, as applicable, for theaccount of their respective Applicable Lending Offices; *provided*, *however*,that amounts payable pursuant to Section 2.14(c), Section 2.14(e), Section 2.15or Section 2.16 shall be paid only to the affected Lender or Lenders andamounts payable with respect to Swing Line Loans shall be paid only to theSwing Line Loan Lender. Payments received by the Administrative Agent after12:00 noon (New York City time) shall be deemed to be received on the nextBusiness Day.

(b)                                 All computations of interest basedon clause (a) of the definition of Base Rate shall be made by theAdministrative Agent on the basis of a year of 365 or 366 days, as the case maybe, and all other computations of interest and fees shall be made by theAdministrative Agent on the basis of a year of 360 days, in each case for theactual number of

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days(including the first day but excluding the last day) occurring in the periodfor which such interest and fees are payable. Each determination by theAdministrative Agent of an interest rate hereunder shall be conclusive andbinding for all purposes, absent manifest error.

(c)                                  Except as otherwise specifiedherein, whenever any payment hereunder shall be stated to be due on a day otherthan a Business Day, such payment shall be made on the next succeeding BusinessDay, and such extension of time shall in such case be included in thecomputation of payment of interest or fees, as the case may be; *provided*, *however*,that if such extension would cause payment of interest on or principal of anyLIBO Rate Loan to be made in the next calendar month, such payment shall bemade on the immediately preceding Business Day. All repayments of any RevolvingLoans, Tranche A (Euro) Term Loans or Tranche B Term Loans shall be applied asfollows:  *first*to repay such Loans outstanding as Base Rate Loans and *then*to repay such Loans outstanding as LIBO Rate Loans with those LIBO Rate Loanswhich have earlier expiring Interest Periods being repaid prior to those whichhave later expiring Interest Periods.

(d)                                 Unless the Administrative Agentshall have received notice from the Borrower to the Lenders prior to the dateon which any payment is due hereunder that the Borrower will not make such paymentin full, the Administrative Agent may assume that the Borrower has made suchpayment in full to the Administrative Agent on such date and the AdministrativeAgent may, in reliance upon such assumption, cause to be distributed to eachLender on such due date an amount equal to the amount then due such Lender. Ifand to the extent the Borrower shall not have made such payment in full to theAdministrative Agent, each Lender shall repay to the Administrative Agentforthwith on demand such amount distributed to such Lender together withinterest thereon at the Federal Funds Effective Rate, for the first BusinessDay, and, thereafter, at the rate applicable to Base Rate Loans, for each dayfrom the date such amount is distributed to such Lender until the date suchLender repays such amount to the Administrative Agent.

(e)                                  Subject to the provisions of clause(f) of this Section 2.13 and except as otherwise provided in Section 2.9, allpayments and any other amounts received by the Administrative Agent from or forthe benefit of the Borrower shall be applied *first*,to pay all Obligations then due and payable; and *second*,as the Borrower so designates.  Paymentsin respect of Swing Line Loans received by the Administrative Agent shall bedistributed to the Swing Line Loan Lender; payments in respect of RevolvingLoans received by the Administrative Agent shall be distributed to eachRevolving Credit Lender in accordance with such Lender’s Ratable Portion of theRevolving Credit Commitments; payments in respect of the Tranche A (Euro) TermLoans received by the Administrative Agent shall be distributed to each TrancheA (Euro) Term Loan Lender in accordance with such Lender’s Ratable Portion ofthe Tranche A (Euro) Term Loans; payments in respect of the Tranche B TermLoans received by the Administrative Agent shall be distributed to each TrancheB Term Loan Lender in accordance with such Lender’s Ratable Portion of theTranche B Term Loans; and all payments of fees and all other payments inrespect of any other Obligation shall be allocated among such

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ofthe Lenders and Issuers as are entitled thereto, and, if to the Lenders, inproportion to their respective Ratable Portions.

(f)                                    The Borrower hereby irrevocablywaives the right to direct the application of any and all payments in respectof the Obligations and any proceeds of Collateral after the occurrence andduring the continuance of an Event of Default, and agrees that, if an Event ofDefault has occurred and is continuing, the Administrative Agent may, and shallupon either (A) the written direction of the Requisite Revolving CreditLenders, the Requisite Tranche A (Euro) Term Loan Lenders and the RequisiteTranche B Term Loan Lenders or (B) the acceleration of the Obligations pursuantto Section 7.2, apply all payments in respect of any Obligations and all fundson deposit in any Cash Collateral Accounts (including all proceeds arising fromany Reinvestment Event that are held in a Cash Collateral Account pendingapplication thereof as specified in a Reinvestment Notice) and all otherproceeds of Collateral in the following order:

(i)                                     *first*, to pay Obligations in respect ofany expense reimbursements or indemnities then due the Administrative Agent andthe Collateral Agent;

(ii)                                  *second*, to pay Obligations in respect ofany expense reimbursements or indemnities then due to the Lenders and theIssuers;

(iii)                               *third*, to pay Obligations in respect ofany fees then due to the Administrative Agent, the Collateral Agent, theLenders and the Issuers;

(iv)                              *fourth*, to pay interest then due andpayable in respect of the Loans and Reimbursement Obligations;

(v)                                 *fifth*, to pay or prepay principalpayments on the Loans and Reimbursement Obligations and any Obligations owingwith respect to Hedging Contracts and to provide cash collateral foroutstanding Letter of Credit Undrawn Amounts in the manner described in Section7.3, ratably to the aggregate principal amount of such Loans, ReimbursementObligations and Letter of Credit Undrawn Amounts and Obligations owing withrespect to Hedging Contracts; and

(vi)                              *sixth*, to the ratable payment of allother Obligations;

*provided*,*however*, that if sufficient fundsare not available to fund all payments to be made in respect of any of theObligations described in any of clauses *first* through *sixth*, the available funds being applied with respect to anysuch Obligation (unless otherwise specified in such clause) shall be allocatedto the payment of such Obligations ratably, based on the proportion of

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the Administrative Agent’sand each Lender’s or Issuer’s interest in the aggregate outstanding Obligationsdescribed in such clauses. The order of priority set forth in clauses *first* through *sixth* of thisSection 2.13(f) may at any time and from time to time be changed by theagreement of the Requisite Revolving Lenders and the Requisite Term LoanLenders without necessity of notice to or consent of or approval by theBorrower, any Secured Party that is not a Lender or Issuer, or by any otherPerson that is not a Lender or Issuer. The order of priority set forth inclauses *first* through *third*of this Section 2.13(f) may be changed only with the prior written consent ofthe Administrative Agent and the Collateral Agent in addition to the RequisiteRevolving Credit Lenders, the Requisite Tranche A (Euro) Term Loan Lenders andRequisite Tranche B Term Loan Lenders.

(g)                                 The Administrative Agent reservesthe right to apply against the repayment of any Obligations owing in anycurrency, any repayment and other amounts that may be applied in accordancewith other provisions of this Agreement to repay such Obligations, regardlessof the currency in which such repayments and amounts were received or are held.

2.14                           SpecialProvisions Governing LIBO Rate Loans.

(a)                                  *Determination of Interest Rate*.

The LIBO Rate for each Interest Period for LIBO RateLoans shall be determined by the Administrative Agent pursuant to theprocedures set forth in the definition of “*LIBO Rate*.”  The Administrative Agent’s determinationshall be presumed to be correct, absent manifest error, and shall be binding onthe Borrower.

(b)                                 *Interest Rate Unascertainable,Inadequate or Unfair*.

In the event that: (x) the Administrative Agentdetermines that adequate and fair means do not exist for ascertaining theapplicable interest rates by reference to which the LIBO Rate for any LIBO RateLoan then being determined is to be fixed; or (y) the Requisite Lenders notifythe Administrative Agent that the LIBO Rate for any Interest Period for anyLIBO Rate Loan will not adequately reflect the cost to the Lenders of making ormaintaining such Loan for such Interest Period, the Administrative Agent shallforthwith so notify the Borrower and the Lenders, whereupon:

(i)                                     if the affected Loans are LIBO RateDollar Loans, each LIBO Rate Dollar Loan will automatically, on the last day ofthe current Interest Period for such Loan, convert into a Base Rate Loan andthe obligations of the Lenders to make LIBO Rate Dollar Loans or to convertBase Rate Loans into LIBO Rate Dollar Loans shall be suspended;

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(ii)                                  if the affected Loans are RevolvingEuro Loans, each Revolving Euro Loan will automatically on the last day of thecurrent Interest Period for such Loan, become due and payable and theobligations of the Lenders to make Revolving Euro Loans shall be suspended; or

(iii)                               if the affected Loans are Tranche A(Euro) Term Loans, the determination of the LIBO Rate for such Tranche A (Euro)Term Loans based on the definition thereof in Article 1 will be suspended andthe LIBO Rate for each Tranche A (Euro) Term Loan from and after the last dayof the current Interest Period for such Loan will be equal to a rate reasonablydetermined by the Administrative Agent as representing the cost to Lendersgenerally holding such Tranche A (Euro) Term Loans of funding such Loans ineuro for such Interest Period;

in any case until theAdministrative Agent shall notify the Borrower that the Requisite Lenders havedetermined that the circumstances causing such suspension no longer exist.

(c)                                  *Increased Costs*.

If at any time any Lender shall determine that becauseof the introduction after the Closing Date of or any change after the ClosingDate in or in the interpretation of any law, treaty or governmental rule,regulation or order (other than any change by way of imposition or increase ofreserve requirements included in determining the LIBO Rate) or the complianceby such Lender with any guideline, request or directive promulgated or givenafter the Closing Date by or on behalf of any central bank or otherGovernmental Authority (whether or not having the force of law), there shall beany increase in the cost to such Lender of agreeing to make or making, fundingor maintaining any LIBO Rate Dollar Loans or Euro Loans, then the Borrowershall from time to time, upon demand by such Lender (with a copy of such demandto the Administrative Agent), pay to the Administrative Agent for the accountof such Lender additional amounts sufficient to compensate such Lender for suchincreased cost; *provided*, *however*, that the Borrower shall not berequired to compensate a Lender pursuant to this paragraph for any amountsincurred more than 270 days prior to the date that such Lender initiallynotifies the Borrower of such Lender’s intention to claim compensationtherefor; and *provided, further*,that, if the circumstances giving rise to such claim have a retroactive effect,then such 270 day period shall be extended to include the period of suchretroactive effect.  A certificate as tothe amount of such increased cost and setting forth in reasonable detail thebasis of the calculation of such cost, submitted to the Borrower and theAdministrative Agent by such Lender, shall be conclusive and binding for allpurposes, absent manifest error.

(d)                                 *Illegality*.

Notwithstanding any other provision of this Agreement,if any Lender determines that the introduction after the Closing Date of or anychange after the Closing Date in or in the

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interpretation of anylaw, treaty or governmental rule, regulation or order shall make it unlawful,or any central bank or other Governmental Authority shall assert after theClosing Date that it is unlawful, for any Lender or its LIBOR Lending Office tomake LIBO Rate Dollar Loans or Euro Loans or to continue to fund or maintainLIBO Rate Dollar Loans or Euro Loans, then, on notice thereof and demandtherefor by such Lender to the Borrower through the Administrative Agent:

(i)                                     if the affected Loans are LIBO RateDollar Loans, (x) the obligation of such Lender to make or to continue LIBORate Dollar Loans and to convert Base Rate Loans into LIBO Rate Dollar Loansshall be suspended, and each such Lender shall make a Base Rate Loan as part ofany requested Borrowing of LIBO Rate Dollar Loans, and (y) if LIBO Rate DollarLoans are then outstanding, the Borrower shall immediately convert each suchLoan into a Base Rate Loan;

(ii)                                  if the affected Loans are RevolvingEuro Loans, (x) the obligation of such Lender to make or to continue RevolvingEuro Loans shall be suspended and each such Lender shall make a Base Rate Loanas part of any requested Borrowing of Revolving Euro Loans and (y) if RevolvingEuro Loans are then outstanding, the Borrower shall immediately repay each suchLoan; and

(iii)                               if the affected Loans are Tranche A(Euro) Term Loans, each such Loan shall immediately become due and payable andthe Borrower shall immediately repay each such Loan.

If at any time after aLender gives notice under this Section 2.14(d) such Lender determines that itmay lawfully make LIBO Rate Dollar Loans or Revolving Euro Loans, asapplicable, such Lender shall promptly give notice of that determination to theBorrower and the Administrative Agent, and the Administrative Agent shallpromptly transmit the notice to each other Lender. The Borrower’s right torequest, and such Lender’s obligation, if any, to make LIBO Rate Dollar Loansor Revolving Euro Loans, as applicable, shall thereupon be restored.

(e)                                  *Breakage Costs*.

In addition to all amounts required to be paid by theBorrower pursuant to Section 2.10, the Borrower shall compensate each Lender,upon demand, for all losses, expenses and liabilities (including any loss orexpense incurred by reason of the liquidation or reemployment of deposits or otherfunds acquired by such Lender to fund or maintain such Lender’s LIBO Rate Loans(including Euro Loans) to the Borrower but excluding any loss of the ApplicableMargin on the relevant Loans) which that Lender may sustain (i) if for anyreason a proposed Borrowing, conversion into or continuation of LIBO Rate Loansdoes not occur on a date specified therefor in a Notice of Borrowing or aNotice of Conversion or Continuation given by a Borrower or in a telephonicrequest by it for borrowing or conversion or continuation for a successiveInterest Period does not commence after notice therefor is given pursuant toSection 2.11, (ii) if for any

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reason any LIBO Rate Loanis prepaid (including mandatorily pursuant to Section 2.9 or Section 2.14(d))or any LIBO Rate Dollar Loan is converted pursuant to Section 2.11 into a BaseRate Loan on a date which is not the last day of the applicable Interest Period,(iii) as a consequence of a required conversion of a LIBO Rate Dollar Loan to aBase Rate Loan as a result of any of the events indicated in Section 2.14(d),or (iv) as a consequence of any failure by a Borrower to repay LIBO Rate Loanswhen required by the terms hereof. The Lender making demand for suchcompensation shall deliver to the Borrower concurrently with such demand awritten certificate as to such losses, expenses and liabilities, setting forthin reasonable detail the basis of the calculation of such losses, expenses andliabilities and this certificate shall be conclusive as to the amount ofcompensation due to that Lender, absent manifest error.

2.15         Capital Adequacy.  If at any time any Lender determines that (a)the adoption of or any change in or in the interpretation of any law, treaty orgovernmental rule, regulation or order after the date of this Agreementregarding capital adequacy, (b) compliance with any such law, treaty, rule,regulation, or order, or (c) compliance with any guideline or request ordirective from any central bank or other Governmental Authority (whether or nothaving the force of law) shall have the effect of reducing the rate of returnon the capital of such Lender (or any corporation controlling such Lender) as aconsequence of its obligations hereunder or under or in respect of any Letterof Credit to a level below the level that such Lender or such corporation couldhave achieved but for such adoption, change, compliance or interpretation,then, upon demand from time to time by such Lender (with a copy of such demandto the Administrative Agent), the Borrower shall pay to the AdministrativeAgent for the account of such Lender, from time to time as specified by suchLender, additional amounts sufficient to compensate such Lender for suchreduction; *provided, however,* that the Borrowershall not be required to compensate a Lender pursuant to this paragraph for anyamounts incurred more than 270 days prior to the date that such Lenderinitially notifies the Borrower of such Lender’s intention to claimcompensation therefor; and *provided, further*,that, if the circumstances giving rise to such claim have a retroactive effect,then such 270 day period shall be extended to include the period of suchretroactive effect.  A certificate as tosuch amounts, setting forth in reasonable detail the basis of the calculationof such amounts, submitted to the Borrower and the Administrative Agent by suchLender shall be conclusive and binding for all purposes absent manifest error.

2.16         Taxes.

(a)           Any and all payments by the Borrower under each LoanDocument shall be made free and clear of and without deduction for any presentor future income, stamp or other taxes, levies, imposts, duties, charges, fees,deductions or withholdings, now or hereafter imposed, levied, collected,withheld or assessed by any Governmental Authority, excluding net income taxes,franchise taxes (imposed in lieu of net income taxes), branch profits taxes,and other taxes imposed on or measured by net income, imposed on theAdministrative Agent or any Lender as a result of a present or formerconnection between the Administrative Agent or such Lender and the jurisdictionof the Governmental Authority imposing such tax or any political subdivision ortaxing authority thereof or therein, including as a result of a lending office,a fixed place of business, or a permanent establishment maintained by suchAdministrative Agent or such Lender (other than any such connection arisingsolely from the Administrative Agent or

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suchLender having executed, delivered or performed its obligations or received apayment under, or enforced, this Agreement or any other Loan Document) (allsuch non-excluded taxes, levies, imposts, deductions, charges, withholdings andliabilities being hereinafter referred to as “*Taxes*”).If any Taxes shall be required by law to be deducted from or in respect of anysum payable under any Loan Document to any Lender or the Administrative Agent(i) the sum payable shall be increased as may be necessary so that after makingall required deductions (including deductions applicable to additional sumspayable under this Section 2.16) such Lender or the Administrative Agent (asthe case may be) receives an amount equal to the sum it would have received hadno such deductions been made, (ii) the Borrower shall make such deductions,(iii) the Borrower shall pay the full amount deducted to the relevant taxingauthority or other authority in accordance with applicable law, and (iv) theBorrower shall deliver to the Administrative Agent evidence of such payment.

(b)           In addition, the Borrower agrees to pay any and allpresent or future stamp or documentary taxes or any other excise or propertytaxes, charges or similar levies arising from any payment made hereunder orfrom the execution, delivery or enforcement of, or otherwise with respect to,this Agreement or any other Loan Document (collectively, “*Other**Taxes*”).

(c)           The Borrower will indemnify each Lender and theAdministrative Agent for the full amount of Taxes and Other Taxes (includingany Taxes or Other Taxes imposed by any jurisdiction on amounts payable underthis Section 2.16) paid by such Lender or the Administrative Agent (as the casemay be) and any liability (including for penalties, interest and expenses)arising therefrom or with respect thereto, whether or not such Taxes or OtherTaxes were correctly or legally asserted. This indemnification shall be madewithin (and shall be due and payable on the date) 30 days after the date suchLender or the Administrative Agent (as the case may be) makes written demandtherefor.

(d)           Within 30 days after the date of any payment of Taxesor Other Taxes, the Borrower will furnish to the Administrative Agent, at itsaddress referred to in Section 9.8, the original or a certified copy of areceipt evidencing payment thereof (or, if such original or certified copy isnot available, any other proof of payment reasonably satisfactory to theAdministrative Agent).

(e)           Without prejudice to the survival of any other agreementof the Borrower hereunder, the agreements and obligations of the Borrowercontained in this Section 2.16 shall survive the payment in full of theObligations.

(f)            Prior to the Closing Date in the case of each Non-U.S.Lender that is a signatory hereto, and on the date of the Assignment andAcceptance pursuant to which it becomes a Lender in the case of each otherNon-U.S. Lender and from time to time thereafter if requested by the Borroweror the Administrative Agent, each Non-U.S. Lender that is entitled at such timeto an exemption from United States withholding tax, or that is subject to suchtax at a

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reducedrate under an applicable tax treaty, shall provide the Administrative Agent andthe Borrower with two completed copies of: (i) Form W 8ECI (claiming exemptionfrom withholding because the income is effectively connected with a UnitedStates trade or business) (or any successor form); (ii) Form W 8BEN (claimingexemption from, or a reduction of, withholding tax under an income tax treaty)(or any successor form); (iii) in the case of a Non-U.S. Lender claimingexemption under Sections 871(h) or 881(c) of the Code, a Form W 8BEN (claimingexemption from withholding under the portfolio interest exemption)(or successorform); or (iv) any other applicable form, certificate or document prescribed bythe IRS certifying as to such Non-U.S. Lender’s entitlement to such exemptionfrom United States withholding tax or reduced rate with respect to all paymentsto be made to such Non-U.S. Lender under the Loan Documents. Unless theBorrower and the Administrative Agent have received forms or other documentssatisfactory to them indicating that payments under any Loan Document to or fora Non-U.S. Lender are not subject to United States withholding tax or aresubject to such tax at a rate reduced by an applicable tax treaty, the Borroweror the Administrative Agent shall withhold taxes from such payments at theapplicable statutory rate.

(g)           Any Lender claiming any additional amounts payablepursuant to this Section 2.16 shall use its reasonable efforts (consistent withits internal policy and legal and regulatory restrictions) to change thejurisdiction of its Applicable Lending Office if the making of such a changewould avoid the need for, or reduce the amount of, any such additional amountswhich would be payable or may thereafter accrue and would not, in the soledetermination of such Lender, be otherwise disadvantageous to such Lender.

2.17         Substitution ofLenders.  In the event that (a) (i)any Lender makes a claim under Section 2.14(c) or Section 2.15, or (ii) itbecomes illegal for any Lender to continue to fund or make any LIBO Rate Loanor Revolving Euro Loan and such Lender notifies the Borrower pursuant toSection 2.14(d), or (iii) the Borrower is required to make any payment pursuantto Section 2.16 that is attributable to any Lender, or (iv) any Lender is aNon-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence ofincreased costs in respect of which such claim is made, the effective rate ofinterest payable to such Lender under this Agreement with respect to its Loansmaterially exceeds the effective average annual rate of interest payable to theRequisite Lenders under this Agreement and (c) Lenders holding at least 75% ofthe Commitments are not subject to such increased costs or illegality, paymentor proceedings (any such Lender, an “*Affected Lender*”),the Borrower may substitute another financial institution for such AffectedLender hereunder, upon reasonable prior written notice (which written noticemust be given within 90 days following the occurrence of any of the eventsdescribed in clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to theAdministrative Agent and the Affected Lender that the Borrower intends to makesuch substitution, which substitute financial institution must be, if not aLender, reasonably acceptable to the Administrative Agent; *provided*,*however*, that if more than one Lenderclaims increased costs, illegality or right to payment arising from the sameact or condition and such claims are received by the Borrower within 30 days ofeach other then the Borrower may substitute all, but not (except to the extentthe Borrower has already substituted one of such Affected Lenders before theBorrower’s receipt of the other Affected Lenders’ claim) less than all, Lendersmaking such claims. In the event that the proposed substitute financialinstitution or other entity is reasonably acceptable to the AdministrativeAgent and the written notice was properly issued under this Section 2.17, the

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Affected Lender shall sell and the substitute financial institution orother entity shall purchase, pursuant to an Assignment and Acceptance, allrights and claims of such Affected Lender under the Loan Documents and the substitutefinancial institution or other entity shall assume and the Affected Lendershall be relieved of its Commitments and all other prior unperformedobligations of the Affected Lender under the Loan Documents (other than inrespect of any damages (other than exemplary or punitive damages, to the extentpermitted by applicable law) in respect of any such unperformed obligations).Upon the effectiveness of such sale, purchase and assumption (that, in anyevent shall be conditioned upon the payment in full by the Borrower to theAffected Lender in cash of all fees, unreimbursed costs and expenses andindemnities accrued and unpaid through such effective date), the substitutefinancial institution or other entity shall become a “Lender” hereunder for allpurposes of this Agreement having a Revolving Credit Commitment (if applicable)in the amount of such Affected Lender’s Revolving Credit Commitment assumed byit and such Revolving Credit Commitment (if applicable) of the Affected Lendershall be terminated, *provided, however*,that all indemnities under the Loan Documents shall continue in favor of suchAffected Lender.

 

**ARTICLE 3**

**CONDITIONS TO LOANS AND LETTERS OF CREDIT**

3.1           Conditions Precedentto Initial Loans and Letters of Credit. The obligation of each Lender to make the Loans requested to be made byit on the Closing Date and the obligation of each Issuer to issue Letters ofCredit on the Closing Date is subject to the satisfaction of all of thefollowing conditions precedent:

 

(a)           Certain Documents.

The Administrative Agentshall have received on the Closing Date each of the following, each dated theClosing Date unless otherwise indicated or agreed to by the AdministrativeAgent, in form and substance reasonably satisfactory to the Administrative Agentand in sufficient copies for each Lender:

(i)            this Agreement, duly executed anddelivered by the Borrower and, for the account of each Lender requesting thesame, a Note or Notes of the Borrower conforming to the requirements set forthherein;

(ii)           the Guaranty, duly executed byHoldings and each Subsidiary Guarantor;

(iii)          the Security Agreement, dulyexecuted by the Borrower, Holdings and each Subsidiary Guarantor, togetherwith:

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(A)      evidence satisfactory to theAdministrative Agent that the Administrative Agent (for the benefit of theSecured Parties) has a valid and perfected first priority security interest inthe Collateral, including (x) such documents duly executed by each Loan Partyas the Administrative Agent may reasonably request with respect to theperfection of its security interests in the Collateral (including evidencesatisfactory to the Administrative Agent that financing statements under theUCC, patent, trademark and copyright security agreements and other applicabledocuments under the laws of any jurisdiction have been appropriately filed withrespect to the perfection of Liens created by the Security Agreement) and (y)copies of UCC search reports as of a recent date listing all effectivefinancing statements that name any Loan Party as debtor, together with copiesof such financing statements, none of which shall cover the Collateral exceptfor those which shall be terminated on the Closing Date and those in respect ofLiens permitted under Section 6.3);

(B)       share certificates representing allof certificated Pledged Stock being pledged pursuant to such Security Agreementand stock powers for such share certificates executed in blank;

(C)       all instruments representing PledgedNotes, including the SwissCo Intercompany Note, being pledged pursuant to suchSecurity Agreement duly endorsed in favor of the Administrative Agent or inblank;

(D)      the SwissCo Original IntercompanyNote, the SwissCo 2 Note Original Security Agreement and SwissCo 2 NoteSecurity Agreement Amendment, each duly executed by the Borrower (except in thecase of the SwissCo Original Intercompany Note) and SwissCo and certified asbeing complete and correct by a Responsible Officer of the Borrower; and

(E)       Deed of Pledge, dated the ClosingDate, duly executed by Merisant Foreign Holdings I, Inc. in favor of theAdministrative Agent;

(iv)          the Original Mortgage together with:(A) title insurance policies, satisfactory in form and substance to theAdministrative Agent, in its sole discretion; (B) evidence that counterparts ofthe Original Mortgage have been recorded in all places to the extent necessaryor desirable, in the reasonable judgment of the Administrative Agent, to createa valid and enforceable first priority lien on property described therein infavor of the Administrative Agent for the benefit of the Secured Parties (or infavor of such other trustee as may be required or desired under local law); and(C) an opinion of counsel in each state in which any Mortgage is recorded inform and substance and from counsel reasonably satisfactory to theAdministrative Agent;

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(v)           (A) a favorable opinion of SidleyAustin Brown & Wood LLP, counsel to the Loan Parties, in substantially theform of Exhibit F, and (B) a favorable opinion of counsel to the Loan Partiesin the Republic of Spain as to the validity and enforceability of the pledge ofshares of Merisant Spain, S.L. by the Borrower, in each case addressed to theAdministrative Agent and the Lenders and addressing such other matters as anyLender through the Administrative Agent may reasonably request;

(vi)          a copy of each Senior SubordinatedDebt Document and each Disclosure Document certified as being complete andcorrect by a Responsible Officer of the Borrower;

(vii)         a copy of the articles orcertificate of incorporation (or equivalent organizational documents) of eachLoan Party, certified as of a recent date by the Secretary of State of thestate of incorporation of such Loan Party, together with certificates of suchofficial attesting to the good standing of each such Loan Party;

(viii)        a certificate of the Secretary or anAssistant Secretary of each Loan Party certifying (A) the names and truesignatures of each officer of such Loan Party who has been authorized toexecute and deliver any Loan Document or other document required hereunder tobe executed and delivered by or on behalf of such Loan Party, (B) the by-laws(or equivalent Constituent Document) of such Loan Party as in effect on thedate of such certification, (C) the resolutions of such Loan Party’s Board ofDirectors (or equivalent governing body) approving and authorizing theexecution, delivery and performance of this Agreement and the other LoanDocuments to which it is a party and (D) that there have been no changes in thecertificate of incorporation (or equivalent Constituent Document) of such LoanParty from the certificate of incorporation (or equivalent ConstituentDocument) delivered pursuant to the immediately preceding clause;

(ix)           a certificate of (A) the ChiefFinancial Officer of the Borrower, stating that the Borrower and eachSubsidiary Guarantor taken as a whole is Solvent, and (B) the Chief FinancialOfficer of Holdings, stating that Holdings together with the Borrower and eachSubsidiary Guarantor taken as a whole is Solvent, in each case after givingeffect to the initial Loans and Letters of Credit, the application of theproceeds thereof to effect the Recapitalization and otherwise in accordancewith Section 4.16 and the payment of all estimated legal, accounting and otherfees related hereto and thereto;

(x)            a certificate of a ResponsibleOfficer to the effect that (A) the condition set forth in Section 3.2(b) hasbeen satisfied, (B) no litigation shall have been commenced against any LoanParty or any of its Subsidiaries which would reasonably be expected to have aMaterial Adverse Effect or which restrains or imposes

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or canreasonably be expected to impose materially adverse conditions upon theRecapitalization, the Senior Subordinated Initial Notes, the Facilities or thetransactions contemplated thereby, (C) the Recapitalization has been completedand has been consummated in accordance with all Requirements of Law, (D)substantially concurrent with the funding of the Term Loans $225,000,000principal amount of the Senior Subordinated Initial Notes have been issued bythe Borrower and the proceeds thereof have been received in Dollars by theBorrower and have been applied to the Recapitalization and related transactioncosts, and (E) the attached Corporate Chart is true, correct and complete inall material respects as of the Closing Date;

(xi)           evidence satisfactory to theAdministrative Agent that the insurance policies required by Section 5.5(b) andany Collateral Document are in full force and effect, together withendorsements naming the Administrative Agent, on behalf of the Secured Parties,as an additional insured or loss payee under all insurance policies to bemaintained with respect to the properties of Holdings, the Borrower and itsSubsidiaries; and

(xii)          such other certificates, documents,agreements and information respecting any Loan Party as the AdministrativeAgent may reasonably request.

(b)           *Fee and Expenses Paid*.

There shall have beenpaid to the Administrative Agent, for the account of the Administrative Agentand the Lenders, as applicable, all fees due and payable on or before theClosing Date (including all such fees described in the Fee Letter), and allreasonable expenses due and payable on or before the Closing Date in respect ofwhich the Borrower shall have received a request in accordance with Section9.3(c) on or prior to the Closing Date.

(c)           *Minimum Operating EBITDA*.

The Operating EBITDA (asdefined in the Disclosure Circular) for the twelve month period ending March31, 2003 shall not be less than $105,300,000.

(d)           *Minimum Loan Rating*.

The Loans shall havereceived a senior secured debt rating of at least B1 from Moody’s and at leastB+ from S&P.

(e)           *Financials*.

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The Lenders shall havereceived and be reasonably satisfied with (i) a *pro forma* estimated balance sheetof the Borrower and its subsidiaries as of March 31, 2003 giving effect to theRecapitalization and the transactions contemplated thereby as of such date,(ii) audited financial statements of the Borrower and its subsidiaries for thefiscal period ending December 31, 2002 by PricewaterhouseCoopers, L.L.P. whichstatements shall be unqualified and accompanied by a signed auditor’s report,(iii) interim unaudited monthly and quarterly financial statements of theBorrower and its subsidiaries through the fiscal month ending April 30, 2003and (iv) the Borrower’s quarterly budget for Fiscal Year 2003 and financialprojections for the Fiscal Years 2003 through 2008 prepared by the Borrower’smanagement.

(f)            *Existing Indebtedness*.

The Lenders shall besatisfied in their reasonable judgment that there shall not occur as a resultof the consummation of the Recapitalization and the funding of the Facilities,a default (or any event which with the giving of notice or lapse of time orboth would be a default) under any of the Borrower’s or its subsidiaries’ debtinstruments and other material agreements (other than the Prior Credit Facilitywhich shall have been terminated substantially concurrently with the funding ofthe Term Loans).

(g)           *ERISA Obligations*.

The Lenders shall bereasonably satisfied that the Borrower and its Subsidiaries will be able tomeet their obligations under their respective Plans, that all such Plans are inmaterial compliance with ERISA, the Code, their own terms, and other applicablelaw, that all Plans are, in all material respects, funded in accordance withthe minimum statutory requirements, that no material Reportable Event hasoccurred as to any Single Employee Plan, and that no termination of, orwithdrawal from, any Single Employer Plan or Multiemployer Plan has occurred oris contemplated.

(h)           *No Material Adverse Change*.

There shall not haveoccurred or exist any event or condition that has resulted or would reasonablybe expected to result in a Material Adverse Effect.

(i)            *Related Documents*.

The Administrative Agentand the Lenders shall be reasonably satisfied that:  (i) the final material terms and conditionsof the Recapitalization and of the Senior Subordinated Debt Documents shall bein form and substance reasonably satisfactory to the Administrative Agent andthe Lenders, (ii) the Recapitalization and the Senior Subordinated DebtDocuments shall have been approved by all necessary corporate action of theBorrower and each of the other

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parties thereto, shall bein full force and effect and there shall not have occurred and be continuingany material breach or default thereunder, (iii) all conditions precedent tothe consummation of the Recapitalization and the issuance of the SeniorSubordinated Initial Notes shall have been satisfied or waived with the consentof the Administrative Agent, and (iv) the issuance of the Senior SubordinatedInitial Notes shall have been consummated in accordance with the relevantdocuments and all applicable Requirements of Law.

(j)            *Consents, Etc*.

Each of the Borrower andits Subsidiaries shall have received all consents and authorizations requiredpursuant to any material Contractual Obligation with any other Person and shallhave obtained all consents and authorizations of, and effected all notices toand filings with, any Governmental Authority, in each case, as may be necessaryto allow each of the Borrower and its Subsidiaries lawfully (A) to execute,deliver and perform, in all material respects, their respective obligationshereunder, the Loan Documents and the Senior Subordinated Debt Documents towhich each of them, respectively, is, or shall be, a party and each otheragreement or instrument to be executed and delivered by each of them,respectively, pursuant thereto or in connection therewith, (B) to create andperfect the Liens on the Collateral to be owned by each of them in the mannerand for the purpose contemplated by the Loan Documents, and (C) to consummatethe Recapitalization and the issuance of the Senior Subordinated Initial Notes.

(k)           *Environmental Assessments*.

For each material pieceof real property owned, operated or leased by Holdings, the Borrower or any ofits Subsidiaries, the Administrative Agent shall have received an environmentalsite assessment report prepared by a consultant reasonably acceptable to theAdministrative Agent (or, if the Administrative Agent deems sufficient in lieuthereof a questionnaire completed by a Responsible Officer of the Borrower) ina form and scope reasonably satisfactory to the Administrative Agent, thatdemonstrates, to the sole satisfaction of the Administrative Agent, the absenceof any event or condition that could give rise to liability under EnvironmentalLaws that would, individually or in the aggregate, reasonably be expected tohave a Material Adverse Effect and no significant risk thereof.

(l)            *Repayment of Prior Credit Facility*.

Substantiallyconcurrently with the initial funding of the Term Loans, the Prior CreditFacility shall have been paid in full, all commitments thereunder shall havebeen terminated, and all Liens granted thereunder shall have been terminated inform and substance reasonably satisfactory to the Administrative Agent and theAdministrative Agent shall have received reasonably satisfactory writtenevidence thereof executed by the administrative agent thereunder.

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3.2           Conditions Precedentto Each Loan and Letter of Credit. The obligation of each Lender on any date (including the AmendmentClosing Date) to make any Loan and of each Issuer on any date (including theAmendment Closing Date) to issue any Letter of Credit is subject to thesatisfaction of all of the following conditions precedent:

(a)           *Request for Borrowing or Issuance of Letter ofCredit*.

With respect to any Loan,the Administrative Agent shall have received a duly executed Notice ofBorrowing or, in the case of Swing Line Loans, a duly executed Swing Line LoanRequest, and with respect to any Letter of Credit, the Administrative Agent andthe Issuer shall have received a duly executed Letter of Credit Request.

(b)           *Representations and Warranties; No Defaults*.

The following statementsshall be true on the date of such Loan or issuance, both before and aftergiving effect thereto and, in the case of such Loan, to the application of theproceeds therefrom:

(i)            The representations and warrantiesset forth in Article 4 and in the other Loan Documents shall be true andcorrect on and as of the Closing Date and shall be true and correct in allmaterial respects on and as of any such date after the Closing Date with thesame effect as though made on and as of such date (or, to the extent suchrepresentations and warranties expressly relate to an earlier date, on and asof such earlier date); and

(ii)           No Default or Event of Default shallhave occurred and be continuing.

(c)           *No Legal Impediments*.

The making of the Loansor the issuance of such Letter of Credit on such date does not violate anyRequirement of Law on the date of or immediately following such Loan orissuance and is not enjoined, temporarily, preliminarily or permanently.

Each submission by theBorrower to the Administrative Agent of a Notice of Borrowing or a Swing LineLoan Request and the acceptance by the Borrower of the proceeds of each Loanrequested therein, and each submission by the Borrower to an Issuer of a Letterof Credit Request and the issuance of each Letter of Credit requested therein,shall be deemed to constitute a representation and warranty by the Borrower asto the matters specified in Section 3.2(b) on the date of the making of suchLoan or the issuance of such Letter of Credit.

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3.3           Conditions Precedentto the Additional Tranche B Term Loans and Letters of Credit.  The obligation of each Lender to make theLoans requested to be made by it on the Amendment Closing Date and theobligation of each Issuer to issue Letters of Credit on the Amendment ClosingDate is subject to the satisfaction of all of the following conditionsprecedent:

(a)           Certain Documents.

The Administrative Agentshall have received on the Amendment Closing Date each of the following, eachdated the Amendment Closing Date unless otherwise indicated or agreed to by theAdministrative Agent, in form and substance reasonably satisfactory to theAdministrative Agent and the Collateral Agent and in sufficient copies for eachLender and the Collateral Agent:

(i)            this Agreement, duly executed anddelivered by Merisant Worldwide and Merisant Company and, for the account ofeach Lender requesting the same, a Note or Notes of Merisant Company conformingto the requirements set forth herein;

(ii)           the Guaranty, amended and restatedas of the date hereof, duly executed by Merisant Worldwide and each SubsidiaryGuarantor;

(iii)          the Security Agreement, amended andrestated as of the date hereof, duly executed by Merisant Worldwide, MerisantCompany and each Subsidiary Guarantor, together with:

(A)      evidence satisfactory to theAdministrative Agent that the Collateral Agent (for the benefit of the SecuredParties) has a valid and perfected first priority security interest in theCollateral, including (x) such documents duly executed by each Loan Party asthe Collateral Agent may reasonably request with respect to the perfection ofits security interests in the Collateral (including evidence satisfactory tothe Collateral Agent that financing statements under the UCC, patent, trademarkand copyright security agreements and amendments to each thereto and otherapplicable documents under the laws of any jurisdiction have been appropriatelyfiled with respect to the perfection of Liens created by the SecurityAgreement) and (y) copies of UCC search reports as of a recent date listing alleffective financing statements that name any Loan Party as debtor, togetherwith copies of such financing statements, none of which shall cover theCollateral except for those which shall be terminated on the Amendment ClosingDate and those in respect of Liens permitted under Section 6.3);

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(B)       share certificates representing allof certificated Pledged Stock being pledged pursuant to such Security Agreementand stock powers for such share certificates executed in blank;

(C)       all instruments representing PledgedNotes, including the SwissCo Intercompany Note, being pledged pursuant to suchSecurity Agreement duly endorsed in favor of the Collateral Agent or in blank;

(D)      the SwissCo Original IntercompanyNote, the SwissCo 2 Note Original Security Agreement and SwissCo 2 NoteSecurity Agreement Amendment, each duly executed by Merisant Company (except inthe case of the SwissCo Original Intercompany Note) and SwissCo and certifiedas being complete and correct by a Responsible Officer of Merisant Company; and

(E)       all other certificates, agreements,including control agreements, or instruments necessary to perfect theCollateral Agent’s security interest in all Chattel Paper, all Instruments, allDeposit Accounts and all Investment Property of each Loan Party (as each suchterm is defined in the Security Agreement and to the extent required by theSecurity Agreement);

(F)       evidence reasonably satisfactory tothe Administrative Agent of payment or arrangements for payment by the LoanParties of all applicable recording taxes, fees, charges, costs and expensesrequired for the recording of the Collateral Documents; and

(G)       in respect to granting a Lien on 65%of the stock of Merisant Spain:

(I)            subjectto Section 6.16, an amendment and restatement of the Deed of Pledge, dated theAmendment Closing Date, duly executed by MFH in favor of the Collateral Agent;and

(II)           subjectto Section 6.16, a certificate of Merisant Spain satisfactory to theAdministrative Agent confirming registry of the lien in the company records asrequired by legal opinion;

(iv)          an amendment and restatement to theOriginal Mortgage together with: (A) title insurance policies, satisfactory inform and substance to the Administrative Agent and the Collateral Agent; (B)evidence that counterparts of the

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OriginalMortgage, as amended, have been recorded in all places to the extent necessaryor desirable, in the reasonable judgment of the Administrative Agent, to createa valid and enforceable first priority lien on property described therein infavor of the Collateral Agent for the benefit of the Secured Parties (or infavor of such other trustee as may be required or desired under local law); and(C) an opinion of counsel in each state in which any Mortgage is recorded inform and substance and from counsel reasonably satisfactory to the CollateralAgent;

(v)           (A) a favorable opinion of SidleyAustin LLP, counsel to the Loan Parties, in substantially the form of ExhibitF, and (B) a favorable opinion of counsel to the Loan Parties in the Republicof Spain as to the validity and enforceability of the pledge of shares ofMerisant Spain by Merisant Company, in each case which opinions shall be inform and substance reasonably satisfactory to the Administrative Agent andaddressed to the Administrative Agent, the Collateral Agent, the Lenders andIssuers;

(vi)          a copy of each Senior SubordinatedDebt Document, each Senior Subordinated Discount Debt Document and each DisclosureDocument certified as being complete and correct by a Responsible Officer ofMerisant Company;

(vii)         a copy of the articles orcertificate of incorporation (or equivalent organizational documents) of eachLoan Party, certified as of a recent date by the Secretary of State of thestate of incorporation of such Loan Party, together with certificates of suchofficial attesting to the good standing of each such Loan Party;

(viii)        a certificate of the secretary or anassistant secretary of each Loan Party certifying (A) the names and truesignatures of each officer of such Loan Party who has been authorized toexecute and deliver any Loan Document or other document required hereunder tobe executed and delivered by or on behalf of such Loan Party, (B) the by-laws(or equivalent Constituent Documents) of such Loan Party as in effect on thedate of such certification, (C) the resolutions of such Loan Party’s board ofdirectors (or equivalent governing body) approving and authorizing theexecution, delivery and performance of this Agreement and the other LoanDocuments to which it is a party and (D) that there have been no changes in thecertificate of incorporation (or equivalent Constituent Document) of such LoanParty from the certificate of incorporation (or equivalent ConstituentDocument) delivered pursuant to the immediately preceding clause;

(ix)           a certificate of (A) the chieffinancial officer of Merisant Company, stating that Merisant Company and eachSubsidiary Guarantor taken as a whole is Solvent, and (B) the chief financialofficer of Merisant Worldwide, stating that Merisant Worldwide together withMerisant Company and each Subsidiary Guarantor taken as a whole is Solvent, ineach case after giving effect to the Additional Tranche B

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TermLoans and Letters of Credit, the application of the proceeds thereof inaccordance with Section 4.16 and the payment of all estimated legal, accountingand other fees related hereto and thereto;

(x)            a certificate of a ResponsibleOfficer of Merisant Company to the effect that (A) the conditions set forth inSection 3.2(b) have been satisfied, (B) no litigation shall have been commencedagainst any Loan Party or any of its Subsidiaries which would reasonably beexpected to have a Material Adverse Effect or which restrains or imposes or canreasonably be expected to impose materially adverse conditions upon the Loansor the transactions contemplated thereby, (C) substantially concurrent with thefunding of the Additional Tranche B Term Loans, the proceeds thereof have beenreceived in Dollars by Merisant Company and have been applied to the repaymentin full of the Prior Second Lien Credit Facility and related transaction costs,and (D) the attached Corporate Chart is true, correct and complete in allmaterial respects as of the Amendment Closing Date;

(xi)           evidence satisfactory to theAdministrative Agent that the insurance policies required by Section 5.5(b) andany Collateral Document are in full force and effect, together withendorsements naming the Collateral Agent, on behalf of the Secured Parties, asan additional insured or loss payee under all insurance policies to bemaintained with respect to the properties of Merisant Worldwide, MerisantCompany and its Subsidiaries; and

(xii)          such other certificates, documents,agreements and information respecting any Loan Party as the AdministrativeAgent may reasonably request.

(b)           *Fee and Expenses Paid*.

There shall have beenpaid to the Administrative Agent, for the account of the Administrative Agentand the Lenders, as applicable, all fees due and payable on or before theAmendment Closing Date (including all such fees described in the EngagementLetter and the Appointment Letter), and all reasonable expenses due and payableon or before the Amendment Closing Date in respect of which Merisant Companyshall have received a request in accordance with Section 9.3(c) on or prior tothe Amendment Closing Date.

(c)           *Ratings*.

(i)            The Facilities shall have received asenior secured debt rating from Moody’s and S&P.

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(ii)           Merisant Company shall have receiveda corporate rating from S&P and a corporate family rating from Moody’s.

(d)           *Financials*.

The Lenders shall havereceived and be reasonably satisfied with (i) a *pro forma* estimated balance sheetof Merisant Company and its subsidiaries as of March 31, 2007 after givingeffect to the transactions contemplated hereby as of such date, (ii) auditedfinancial statements of Merisant Company and its subsidiaries for the fiscalperiod ending December 31, 2006 by BDO Seidman L.L.P. which statements shall beunqualified and accompanied by a signed auditor’s report, (iii) interimunaudited monthly and quarterly financial statements of Merisant Company andits subsidiaries through the fiscal month ending February 28, 2007 and (iv)Merisant Company’s quarterly budget for Fiscal Year 2007 and financialprojections for the Fiscal Years 2007 through 2011 prepared by Merisant Company’smanagement.

(e)           *Existing Indebtedness and Material Agreements.*

The Lenders shall besatisfied in their reasonable judgment that (i) there shall not occur as aresult of the funding of the Loans, a default (or any event which with thegiving of notice or lapse of time or both would be a default) under any ofMerisant Worldwide or its Subsidiaries’ debt instruments and other materialagreements, (ii) there shall not have been an issuance of preferred stock ofMerisant Worldwide, Merisant Company or any of their Subsidiaries (other thanHoldings Permitted Preferred Stock) and (iii) none of Merisant Worldwide,Merisant Company or their Subsidiaries shall have any indebtedness other thanindebtedness permitted in Section 6.2 hereof.

(f)            *ERISA Obligations*.

The Lenders shall bereasonably satisfied that Merisant Worldwide and its Subsidiaries will be ableto meet their obligations under their respective Plans, that all such Plans arein material compliance with ERISA, the Code, their own terms, and otherapplicable law, that all Plans are, in all material respects, funded inaccordance with the minimum statutory requirements, that no material ReportableEvent has occurred as to any Single Employee Plan, and that no termination of,or withdrawal from, any Single Employer Plan or Multiemployer Plan has occurredor is contemplated.

(g)           *No Material Adverse Change*.

There shall not haveoccurred or exist any event or condition that has resulted or would reasonablybe expected to result in a Material Adverse Effect.

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(h)           *Consents, Etc*.

Each of MerisantWorldwide and its Subsidiaries shall have received all consents andauthorizations required pursuant to any material Contractual Obligation withany other Person and shall have obtained all consents and authorizations of,and effected all notices to and filings with, any Governmental Authority, ineach case, as may be necessary to allow each of Merisant Worldwide and itsSubsidiaries lawfully (i) to execute, deliver and perform, in all materialrespects, their respective obligations hereunder, the Loan Documents to whicheach of them, respectively, is, or shall be, a party and each other agreementor instrument to be executed and delivered by each of them, respectively,pursuant thereto or in connection therewith and (ii) to create and perfect theLiens on the Collateral to be owned by each of them in the manner and for thepurpose contemplated by the Loan Documents.

(i)            *Environmental Assessments*.

For each material pieceof real property owned, operated or leased by Merisant Worldwide, MerisantCompany or any of its Subsidiaries, the Administrative Agent shall havereceived an environmental site assessment report prepared by a consultantreasonably acceptable to the Administrative Agent (or, if the AdministrativeAgent deems sufficient in lieu thereof a questionnaire completed by aResponsible Officer of Merisant Company) in a form and scope reasonablysatisfactory to the Administrative Agent, that demonstrates, to the solesatisfaction of the Administrative Agent, the absence of any event or conditionthat could give rise to liability under Environmental Laws that would,individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect.

(j)            *Repayment of Prior Second Lien Credit Facility*.

Substantiallyconcurrently with the initial funding of the Additional Tranche B Term Loans,the Prior Second Lien Credit Facility shall have been paid in full, allcommitments thereunder shall have been terminated, and all Liens grantedthereunder shall have been terminated in form and substance reasonablysatisfactory to the Administrative Agent and the Administrative Agent shallhave received reasonably satisfactory written evidence thereof executed by theadministrative agent thereunder.

(k)           *Consent and Fees to this Amendment*.

(i)            The Administrative Agent shall havereceived counterparts of this Agreement by (A) Merisant Worldwide, MerisantCompany and Administrative Agent and the Collateral Agent and (B) at least fiveBusiness Days prior to the Amendment Closing Date, the Requisite Lenders, theTranche B Term Loan Lenders and the Tranche A (Euro) Term Loan Lenders, in eachcase, approving this Agreement.

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(ii)           The Commitments for the AdditionalTranche B Term Loan shall have been received in a form satisfactory to theAdministration Agent.

(iii)          Merisant Company shall have paid anamendment fee in an amount equal to 0.25% of the outstanding Commitment of suchRequisite Lenders and the Tranche B Term Loan Lenders and Tranche A (Euro) TermLoan Lenders who approved this Agreement pursuant to Section 3.3(k)(i)(calculated without giving effect to any increase pursuant to the AdditionalTranche B Term Loans and assuming for purposes hereof that no Loans or Lettersof Credit are outstanding), which amendment fee shall be due and payable (andshall be deemed fully-earned and non-refundable) on the Amendment Closing Date.

(l)            *Patriot Act Information*. The Lenders shall have received,to the extent requested, all documentation and other information required byregulatory authorities under applicable “know your customer” and anti-moneylaundering rules and regulations, including the Patriot Act

**ARTICLE 4**

**REPRESENTATIONS AND WARRANTIES**

To induce theAdministrative Agent, the Collateral Agent, the Issuers and the Lenders toenter into this Agreement and to make the Loans and issue or participate in theLetters of Credit, each of Holdings and the Borrower hereby jointly andseverally represents and warrants to the Administrative Agent, the CollateralAgent, each Issuer and each Lender that, on and as of the Amendment ClosingDate, after the making of the Loans and other financial accommodations on the AmendmentClosing Date and on and as of each date as required by Section 3.2(b)(i):

4.1           Financial Condition.  The audited balance sheet of Merisant Companyand its consolidated Subsidiaries as at December 31, 2006, and the relatedaudited statement of income for the Fiscal Year ended December 31, 2006,reported on and accompanied by an unqualified report from BDO Seidman LLP,copies of which have been furnished to each Lender, present fairly in allmaterial respects the financial condition of Merisant Company and itsconsolidated Subsidiaries as at such date, and the results of its operationsfor the Fiscal Year then ended.  Theunaudited balance sheet of Merisant Company and its consolidated Subsidiariesas at February 28, 2007, and the related unaudited statement of income for thetwo-month period ended on such date, copies of which have been furnished toeach Lender, present fairly in all material respects the financial condition ofMerisant Company and its consolidated Subsidiaries as at such date, and the resultsof its operations for the two-month period then ended (subject to normalyear-end audit adjustments).  All suchFinancial Statements delivered in accordance with Section 4.1, including therelated schedules and notes thereto, have been prepared in accordance with GAAPapplied consistently throughout the periods involved (except as approved by theaforementioned firm of accountants and disclosed therein).  As of the Amendment Closing Date, none ofMerisant Worldwide, Merisant Company or any of their respective Subsidiarieshas any

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material GuarantyObligations (other than guaranties by the Subsidiary Guarantors under theSenior Subordinated Notes Indenture), contingent liabilities and liabilitiesfor taxes, or any long-term leases or unusual forward or long-term commitments,including any interest rate or foreign currency swap or exchange transaction orother obligation in respect of derivatives, that are not reflected in suchFebruary 28, 2007 financial statements. During the period from December 31, 2006 to and including the datehereof there has been no Disposition by any of Holdings, the Borrower or any oftheir respective Subsidiaries of any material part of its business or property.

4.2           No Change.  Since December 31, 2006, there has been nodevelopment or event that has had or would reasonably be expected to have aMaterial Adverse Effect.

4.3           Corporate Existence;Compliance with Law.  Each ofHoldings, the Borrower and its Subsidiaries (a) is duly organized, validlyexisting and in good standing under the laws of the jurisdiction of itsorganization, (b) has the corporate power and authority, and the legal right,to own and operate its property, to lease the property it operates as lesseeand to conduct the business in which it is currently engaged, (c) is dulyqualified as a foreign corporation and in good standing under the laws of eachjurisdiction where its ownership, lease or operation of property or the conductof its business requires such qualification except to the extent the failure toso qualify could not, in the aggregate, reasonably be expected to have aMaterial Adverse Effect, (d) is in compliance with all Requirements of Lawexcept to the extent that the failure to comply therewith would not, in theaggregate, reasonably be expected to have a Material Adverse Effect, (e) is incompliance with its Constituent Documents and (f) has all necessary Permitsfrom or by, has made all necessary filings with, and has given all necessarynotices to, each Governmental Authority having jurisdiction, to the extentrequired for such ownership, operation, lease and conduct, except for Permits,filings or notices the failure to obtain or make would not, in the aggregate,reasonably be expected to have a Material Adverse Effect.

4.4           Corporate Power; Authorization;Enforceable Obligations.  Each LoanParty has the corporate power and authority, and the legal right, to make,deliver and perform under the Loan Documents to which it is a party and, in thecase of the Borrower, to obtain extensions of credit hereunder.  Each Loan Party has taken all necessarycorporate action to authorize the execution, delivery and performance of theLoan Documents to which it is a party and, in the case of the Borrower, toauthorize the extensions of credit on the terms and conditions of thisAgreement.  No consent or authorizationof, filing with, notice to or other act by or in respect of, any GovernmentalAuthority or any other Person is required in connection with the extensions of credithereunder or with the execution, delivery, performance, validity orenforceability of this Agreement or any of the Loan Documents, except (a)consents, authorizations, filings and notices which have been obtained or madeand are in full force and effect and (b) the filings referred to in Section4.19.  Each Loan Document has been dulyexecuted and delivered on behalf of each Loan Party a party thereto.  This Agreement constitutes, and each otherLoan Document upon execution will constitute, a legal, valid and bindingobligation of each Loan Party a party thereto, enforceable against each suchLoan Party in accordance with its terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium orsimilar laws affecting the enforcement of creditors’ rights generally and bygeneral equitable principles (whether enforcement is sought by proceedings inequity or at law).

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4.5           No Legal Bar.  The execution, delivery and performance ofthis Agreement and the other Loan Documents, the issuance of Letters of Credit,the borrowings hereunder and the use of the proceeds thereof will not violateany Requirement of Law or any Contractual Obligation of Holdings, the Borroweror any of its Subsidiaries and will not result in, or require, the creation orimposition of any Lien on any of their respective properties or revenuespursuant to any Requirement of Law or any such Contractual Obligation (otherthan the Liens created by the Collateral Documents).  No Requirement of Law or ContractualObligation applicable to the Borrower or any of its Subsidiaries wouldreasonably be expected to have a Material Adverse Effect.  No performance of a Contractual Obligation bythe Borrower or any of its Subsidiaries, either unconditionally or upon thehappening of an event, would result in the creation of a Lien (other than aLien permitted under Section 6.3) on the property or assets of any thereof.

4.6           Litigation.  No litigation, investigation or proceeding ofor before any arbitrator or Governmental Authority is pending or, to the bestknowledge of Holdings or the Borrower, threatened by or against Holdings, theBorrower or any of its Subsidiaries or against any of their respectiveproperties or revenues (a) with respect to any of the Loan Documents or any ofthe transactions contemplated hereby or thereby, or (b) that would reasonablybe expected to have a Material Adverse Effect.

4.7           No Default.  Neither Holdings, the Borrower nor any of itsrespective Subsidiaries is in default under or with respect to any of itsContractual Obligations in any respect that would reasonably be expected tohave a Material Adverse Effect.  NoDefault or Event of Default has occurred and is continuing.

4.8           Ownership ofProperty; Liens.

(a)           Each of Holdings, the Borrower and its Subsidiarieshas title in fee simple to, or a valid leasehold interest in, all realproperty, and good title to, or a valid leasehold interest in, all otherproperty, purported to be owned by it, including those reflected in the mostrecent Financial Statements delivered pursuant to Section 4.1 or Section 5.1(except to the extent the disposition thereof is otherwise permitted under thisAgreement and the other Loan Documents), and none of such property is subjectto any Lien except as permitted by Section 6.3.

(b)           All Permits required to have been issued orappropriate to enable all real property owned or leased by the Borrower or anyof its Subsidiaries to be lawfully occupied and used for all of the purposesfor which they are currently occupied and used have been lawfully issued andare in full force and effect, other than those that could not, in theaggregate, reasonably be expected to have a Material Adverse Effect.

4.9           IntellectualProperty.  Holdings, the Borrower andeach of its Subsidiaries owns, is licensed to use all Intellectual Propertynecessary for the conduct of its business as currently conducted.  To the best knowledge of Holdings or theBorrower, no material claim has been asserted and is pending by any Personchallenging or questioning the use of any Intellectual Property or the validityor effectiveness of any Intellectual Property, nor does Holdings or theBorrower know of any valid basis for any such claim.  To the best knowledge of Holdings or the

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Borrower, the use of Intellectual Property byHoldings, the Borrower and its Subsidiaries does not infringe on the rights ofany Person in any material respect.

4.10         Taxes.  Each of Holdings, the Borrower and each ofits Subsidiaries has filed or caused to be filed all federal, state and othermaterial tax returns, reports and statements (collectively, “*Tax Returns*”) that are required to be filed by the Borroweror any of its Tax Affiliates with the appropriate Governmental Authorities inall jurisdictions in which such Tax Returns are required to be filed; all suchTax Returns are true and correct in all material respects; each of Holdings,the Borrower and each of its Subsidiaries has paid, prior to the date on whichany fine, penalty, interest, late charge or loss may be added thereto fornon-payment thereof, all taxes shown to be due and payable on said returns oron any assessments made against it or any of its property and all other taxes,fees or other charges imposed on it or any of its property by or otherwise dueand payable to any Governmental Authority (other than any the amount orvalidity of which are currently being contested in good faith by appropriateproceedings and with respect to which reserves in conformity with GAAP havebeen provided on the books of Holdings, the Borrower or its Subsidiaries, asthe case may be); no tax Lien has been filed; and, to the best knowledge ofHoldings and the Borrower, no claim is being asserted, with respect to any suchtax, fee or other charge.  To the bestknowledge of Holdings and the Borrower, as of the Closing Date, except as setforth on Schedule 4.10, no Tax Return is under audit or examination by anyGovernmental Authority and no notice of such an audit or examination or anyassertion of any claim for taxes has been given or made by any GovernmentalAuthority. Proper and accurate amounts have been withheld by the Borrower andeach of its Tax Affiliates from their respective employees for all periods infull and complete compliance with the tax, social security and unemploymentwithholding provisions of applicable Requirements of Law and such withholdingshave been timely paid to the respective Governmental Authorities.

4.11         Federal Regulations.  No part of the proceeds of any Loans, and noother extensions of credit hereunder, will be used for “buying” or “carrying”,or to extend credit to others for the purpose of purchasing or carrying, any “marginstock” within the respective meanings of each of the quoted terms underRegulation U of the Federal Reserve Board as now and from time to timehereafter in effect or for any purpose that violates the provisions of theregulations of the Federal Reserve Board. If requested by the Administrative Agent, the Borrower will furnish tothe Administrative Agent a statement to the foregoing effect in conformity withthe requirements of FR Form G-3 or FR Form U 1, as applicable, referred to inRegulation U of the Federal Reserve Board.

4.12         Labor Matters.  Except as would not, in the aggregate,reasonably be expected to have a Material Adverse Effect:  (a) there are (i) no strikes againstHoldings, the Borrower or any of its Subsidiaries pending or, to the bestknowledge of Holdings or the Borrower, threatened or (ii) no other labordisputes, to the best knowledge of Holdings or the Borrower, pending orthreatened against Holdings, the Borrower or its Subsidiaries; (b) hours workedby and payment made to employees of Holdings, the Borrower and its Subsidiarieshave not been in violation of the Fair Labor Standards Act or any otherapplicable Requirement of Law dealing with such matters; and (c) all paymentsdue from Holdings, the Borrower or any of its Subsidiaries on account ofemployee health and welfare insurance have been paid or accrued as a liabilityon the books of Holdings, the Borrower or the relevant Subsidiary.

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4.13         ERISA.  Neither a Reportable Event nor an “accumulatedfunding deficiency” (within the meaning of Section 412 of the Code or Section302 of ERISA) has occurred during the five-year period prior to the date onwhich this representation is made or deemed made with respect to any SingleEmployer Plan and to the best knowledge of the Borrower, any MultiemployerPlan, and each Plan and to the best knowledge of the Borrower, anyMultiemployer Plan, has complied in all material respects with the applicable provisionsof ERISA and the Code.  No termination ofa Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Planhas arisen, during such five-year period. The present value of all accrued benefits under each Single EmployerPlan (based on those assumptions used to fund such Plans) did not, as of thelast annual valuation date prior to the date on which this representation ismade or deemed made, exceed the value of the assets of such Plan allocable tosuch accrued benefits by a material amount. Neither the Borrower nor any ERISA Affiliate has had a complete orpartial withdrawal from any Multiemployer Plan that has resulted or couldreasonably be expected to result in a material liability under ERISA, andneither the Borrower nor any ERISA Affiliate would become subject to anymaterial liability under ERISA if the Borrower or any such ERISA Affiliate wereto withdraw completely from any or all Multiemployer Plans as of the valuationdate most closely preceding the date on which this representation is made ordeemed made.  No Multiemployer Plan is inReorganization or Insolvent.

4.14         Investment CompanyAct; Other Regulations.  No LoanParty is an “investment company”, or a company “controlled” by an “investmentcompany”, within the meaning of the Investment Company Act of 1940, asamended.  No Loan Party is subject toregulation under any Requirement of Law (other than Regulation X of the FederalReserve Board), including the Public Utility Holding Company Act, that limitsits ability to incur Indebtedness.

4.15         Ownership of Borrower;Subsidiaries.

(a)           Prior to the PermittedMerger, (i) Merisant Worldwide has no direct Subsidiary other than MerisantCompany; (ii) the authorized capital stock of Merisant Company consists of 100shares of common stock, $0.01 par value per share, of which 100 shares areissued and outstanding; (iii) all of the outstanding capital stock of MerisantCompany has been validly issued, is fully paid and non-assessable and is ownedbeneficially and of record by Merisant Worldwide, free and clear of all Liensother than the Liens in favor of the Secured Parties created by the SecurityAgreement; and (iv) there are no agreements or understandings to which MerisantCompany is a party with respect to the voting, sale or transfer of any sharesof Capital Stock of Merisant Company or any agreement restricting the transferor hypothecation of any such shares.

(b)           Except as disclosed to the Administrative Agent andthe Collateral Agent by the Borrower in writing from time to time after theAmendment Closing Date, (i) Schedule 4.15 sets forth the name and jurisdictionof incorporation of each Subsidiary of the Borrower and, as to each suchSubsidiary, the number of shares of each class of Capital Stock authorized (ifapplicable), the number outstanding and the number and percentage of each class

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ofCapital Stock owned by any Loan Party or any Subsidiary thereof and (ii) thereare no outstanding subscriptions, options, warrants, calls, rights or otheragreements or commitments (other than stock options granted to employees ordirectors and directors’ qualifying shares) of any nature relating to anyCapital Stock of the Borrower or any Subsidiary of the Borrower, except ascreated by the Loan Documents.  All ofthe outstanding Capital Stock of each Subsidiary of the Borrower has beenvalidly issued, is fully paid and non-assessable and is owned by the Borroweror a Subsidiary of the Borrower, free and clear of all Liens other than theLiens in favor of the Secured Parties created pursuant to the SecurityAgreement.  Neither the Borrower nor anySubsidiary of the Borrower is a party to, or has knowledge of, any materialagreement materially restricting the transfer or hypothecation of any Stock ofany such Subsidiary, other than the Loan Documents.  Neither Holdings, the Borrower nor any of itsSubsidiaries owns or holds, directly or indirectly, any Stock of any Personother than such Subsidiaries and Investments permitted by Section 6.8.  Each Subsidiary of the Borrower is a WhollyOwned Subsidiary.

4.16         Use of Proceeds.  The proceeds of the Additional Tranche B TermLoan shall be used to (a) repay all obligations owing under the Prior SecondLien Credit Facility and to terminate and release all Liens securing the PriorSecond Lien Credit Facility and (b) pay related transaction costs, fees andexpenses.  The proceeds of the RevolvingLoans, the Swing Line Loans, and the Letters of Credit, shall be used (i) toprovide working capital for the Borrower and its Subsidiaries and (ii) forother general corporate purposes.

4.17         Environmental Matters.  Except as would not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect:

(a)           the facilities and properties owned, leased oroperated by Holdings, the Borrower or any of its Subsidiaries (the “*Properties*”) do not contain, and have not previouslycontained, any Materials of Environmental Concern in amounts or concentrationsor under circumstances that constitute or constituted a violation of, or couldgive rise to liability under, any Environmental Laws;

(b)           neither Holdings, the Borrower nor any of itsSubsidiaries has received or is aware of any violation, notice of violation,alleged violation, non-compliance, demand, claim, pending investigation,allegation that may lead to a claim or demand, liability or potential liabilityregarding environmental matters or compliance with Environmental Laws withregard to any of the Properties or the business operated by Holdings, theBorrower or any of its Subsidiaries (the “*Operating Business*”),nor does Holdings or the Borrower have knowledge or reason to believe that anysuch notice will be received or is being threatened;

(c)           Materials of Environmental Concern have not beentransported or disposed of from the Properties in violation of, or in a manneror to a location that could give rise to liability under, any EnvironmentalLaws, nor have any Materials of Environmental Concern been generated, treated,stored or disposed of at, on or under any of the Properties or any otherproperty in violation of, or in a manner that could give rise to liabilityunder, any applicable Environmental Laws;

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(d)           no judicial proceeding or governmental oradministrative action is pending or, to the knowledge of Holdings and theBorrower, threatened, under any Environmental Laws to which Holdings, theBorrower or any Subsidiary is or will be named as a party with respect to theProperties or the Operating Business, nor are there any consent decrees orother decrees, consent orders, administrative orders or other orders, or otheradministrative or judicial requirements outstanding under any EnvironmentalLaws with respect to the Properties or the Operating Business;

(e)           there has been no Release or threat of Release ofMaterials of Environmental Concern at or from the Properties, or arising fromor related to the operations of Holdings, the Borrower or any Subsidiary inconnection with the Properties or otherwise in connection with the OperatingBusiness, in violation of or in amounts or in a manner that could give rise toliability under Environmental Laws;

(f)            the Properties and all operations at the Propertiesare in compliance, and to the best knowledge of Holdings and the Borrower inthe last five years have been in compliance, with all applicable EnvironmentalLaws;

(g)           neither Holdings, the Borrower nor any of itsSubsidiaries has assumed any liability of any other Person under EnvironmentalLaws;

(h)           neither Holdings, the Borrower, nor any of itsSubsidiaries are currently obligated under any existing Environmental Laws toincur any material capital expenditure within the period of two yearscommencing on the Closing Date to maintain compliance with Environmental Lawswith respect to current operations; and

(i)            Holdings, the Borrower, and any Subsidiaries, possessand are, and have always possessed and been, in material compliance with theterms and conditions of all Permits, licenses and like authorizations requiredby applicable Environmental Laws.

4.18         Accuracy ofInformation, Etc.

(a)           No statement or information contained in:

(i)            this Agreement, any other Loan Document, theConfidential Information Memorandum, any material authorized by any Loan Partyto be posted on Intralinks or SyndTrak Online or any other document,certificate or statement prepared or authorized to be furnished to the Lenderselecting to receive such statement, information, document, material orcertificate by any Loan Party and furnished by or on behalf of any Loan Partyto the Lenders electing to receive such statement, information, document,material or certificate, or any of them, for use in connection with the

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transactionscontemplated by this Agreement or the other Loan Documents, contained as of thedate such statement, information, document, material or certificate was sofurnished (or, in the case of the Confidential Information Memorandum, as ofthe Amendment Closing Date);

(ii)           any document, certificate or statement (as suchdocument, certificate or statement may have been updated from time to timeprior to the Closing Date) furnished on or prior to the Amendment Closing Dateby or on behalf of any Loan Party to the Administrative Agent for use inconnection with the transactions contemplated by this Agreement and the otherLoan Documents, contained as of the date such document, certificate orstatement was so furnished (or so updated, as applicable); or

(iii)          any document, certificate or statement furnished afterthe Amendment Closing Date by or on behalf of any Loan Party to theAdministrative Agent for use in connection with the transactions contemplatedby this Agreement and the other Loan Documents, contained, as of the date suchdocument, certificate or statement was so furnished;

in each case, any untrue statement of a material factor omitted to state a material fact necessary to make the statements containedherein or therein not misleading.  Theprojections and pro forma financial information contained in the materialsreferenced above are based upon good faith estimates and assumptions believedby management of the Borrower to be reasonable at the time made, it beingrecognized by the Lenders that such financial information as it relates tofuture events is not to be viewed as fact and that actual results during theperiod or periods covered by such financial information may differ from theprojected results set forth therein by a material amount.  There is no fact known to any Loan Party thatwould reasonably be expected to have a Material Adverse Effect that has notbeen expressly disclosed herein, in the other Loan Documents, in theConfidential Information Memorandum or in any other documents, certificates andstatements furnished to the Lenders for use in connection with the transactionscontemplated hereby and by the other Loan Documents.

(b)           The Company has made available to each Lender electingto receive such document, a copy of each Disclosure Document.

4.19         Collateral Documents.

(a)           The Security Agreement is effective to create in favorof the Collateral Agent, for the benefit of the Secured Parties, a legal, validand enforceable security interest in the Collateral described therein andproceeds thereof.  In the case of thePledged Stock described in the Security Agreement, stock certificatesrepresenting such Pledged Stock having been delivered to the Collateral Agent,and in the case of the other Collateral described in the Security Agreement,financing statements and other filings specified on Schedule 4.19(a) in

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appropriateform having been filed in the offices specified on Schedule 4.19(a), theSecurity Agreement constitutes a fully perfected Lien on, and security interestin, all right, title and interest of the Loan Parties in such Collateral andthe proceeds thereof, as security for the Obligations, in each case prior andsuperior in right to any other Person (except, in the case of Collateral otherthan Pledged Stock, Liens permitted by Section 6.3).

(b)           The Original Mortgage is effective to create in favorof the Collateral Agent, for the benefit of the Secured Parties, a legal, validand enforceable Lien on the Mortgaged Property described therein and proceedsthereof, and when the Original Mortgage is filed in the office specified onSchedule 4.19(b), the Original Mortgage shall constitute a fully perfected Lienon, and security interest in, all right, title and interest of the Loan Partiesin such Mortgaged Property and the proceeds thereof, as security for theObligations), in each case prior and superior in right to any other Person(except as permitted by Section 6.3(e)). The only real property in the United States owned in fee simple by theBorrower or any of its Subsidiaries as of the Closing Date that, as of suchdate, has a value, in the reasonable opinion of the Borrower, in excess of$1,000,000 is the real property subject to the Lien of the Original Mortgage.

(c)           Each Subsidiary of Holdings or the Borrower (otherthan any Excluded Foreign Subsidiary) is a Wholly Owned Subsidiary Guarantorand a party to each of the Security Agreement and the Guaranty.

4.20         Solvency.  Each of (a) Holdings, together with theBorrower and the Subsidiary Guarantors taken as a whole, and (b) the Borrower,together with the Subsidiary Guarantors taken as a whole, is, and after givingeffect to (i) the incurrence of all Indebtedness and obligations (including theTerm Loans, the Revolving Loans and the Senior Subordinated Notes) beingincurred in connection herewith and (ii) the repayment of the Prior Second LienCredit Facility will be and will continue to be, Solvent.

4.21         Regulation H.  No Mortgage encumbers improved real propertythat is located in an area that has been identified by the Secretary of Housingand Urban Development as an area having special flood hazards and in whichflood insurance has been made available under the National Flood Insurance Actof 1968.

4.22         Proprietary Rights;Foreign Trademarks.

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

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

4.23         Insurance.  All policies of insurance of any kind ornature of the Borrower or any of its Subsidiaries, including policies of life,fire, theft, product liability, public liability, property damage, othercasualty, employee fidelity, workers’ compensation and employee health andwelfare insurance, are in full force and effect and are of a nature and providesuch coverage as is sufficient and as is customarily carried by businesses ofthe size and character of such Person. None of the Borrower or any of itsSubsidiaries has been refused insurance for any material coverage for which ithad applied or had any policy of insurance terminated (other than at itsrequest).

4.24         Senior SubordinatedDebt Documents.

(a)           None of the Senior Subordinated Debt Documents orSenior Subordinated Discount Debt Documents has been amended or modified in anyrespect and no provision therein has been waived, except in each case to theextent permitted by Section 6.15.

(b)           So long as the Senior Subordinated Notes Indenture orthe Senior Subordinated Discount Notes Indenture or any similar Indebtedness,as applicable, shall be in effect, all of the Obligations of the Borrower doand at all times will constitute “Senior Indebtedness” of the Borrower, and allof the obligations of any Guarantor under the Guaranty and the other LoanDocuments to which such Guarantor is a party do and at all times willconstitute “Senior Indebtedness” of such Guarantor, in each case, asapplicable, under and as defined in each of the Senior Subordinated NotesIndenture and the Senior Subordinated Discount Notes Indenture.

(c)           So long as the Senior Subordinated Notes Indenture orthe Senior Subordinated Discount Notes Indenture or any similar Indebtedness,as applicable, shall be in effect, the Secured Obligations constitute the “BankIndebtedness” and the “Designated Senior Indebtedness” with respect to eachLoan Party under and as defined in each of the Senior Subordinated NotesIndenture and the Senior Subordinated Discount Notes Indenture.

**ARTICLE5AFFIRMATIVE COVENANTS**

As long as any of the Obligations (other thanindemnity or reimbursement obligations not then payable) or the Commitmentsremain outstanding, unless the Requisite Lenders otherwise consent in writing,each of the Borrower and Holdings agrees with the Lenders, the Issuers and theAdministrative Agent that:

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5.1           Financial Statements.  Each of the Borrower and Holdings will, andwill cause its Subsidiaries to, furnish to the Administrative Agent, theCollateral Agent and each Lender:

(a)           as soon as available, but in any event within 90 days(or, upon the Borrower becoming (or being required under the SeniorSubordinated Notes Indenture or the Senior Subordinated Discount NotesIndenture to file as if) an SEC-reporting company under applicable securitieslaws, such other applicable period as may be required for filing an AnnualReport on Form 10-K (or successor form)) after the end of each Fiscal Year ofthe Borrower, a copy of the audited consolidated balance sheet of the Borrowerand its consolidated Subsidiaries as at the end of such year and the relatedaudited consolidated statements of income and of cash flows for such year,setting forth in each case in comparative form the figures for the previousyear, reported on without a “going concern” or like qualification or exception,or qualification arising out of the scope of the audit, by BDO Seidman LLP orother independent certified public accountants of nationally recognizedstanding;

(b)           as soon as available, but in any event not later than45 days (or, upon the Borrower becoming (or being required under the SeniorSubordinated Notes Indenture or the Senior Subordinated Discount NotesIndenture to file as if) an SEC-reporting company under applicable securitieslaws, such other applicable period as may be required for filing a QuarterlyReport on Form 10-Q (or successor form)) after the end of each of the firstthree Fiscal Quarters of the Borrower, the unaudited consolidated balance sheetof the Borrower and its consolidated Subsidiaries as at the end of such quarterand the related unaudited consolidated statements of income and of cash flowsfor such quarter and the portion of the Fiscal Year through the end of suchFiscal Quarter, setting forth in each case in comparative form the figures forthe previous year, certified by a Responsible Officer as being fairly stated inall material respects (subject to normal year end audit adjustments); and

(c)           as soon as available, but in any event not later than45 days after the end of each month occurring during each Fiscal Year of theBorrower (other than the third, sixth, ninth and twelfth such month), theunaudited consolidated balance sheets of the Borrower and its Subsidiaries asat the end of such month and the related unaudited consolidated statements ofincome and of cash flows for such month and the portion of the Fiscal Yearthrough the end of such month, setting forth in each case in comparative formthe figures for the previous year, certified by a Responsible Officer of theBorrower as being fairly stated in all material respects (subject to normalyear-end audit adjustments).

All such Financial Statements shall be complete andcorrect in all material respects and shall be prepared in reasonable detail andin accordance with GAAP applied consistently throughout the periods reflectedtherein and with prior periods (except as approved by such accountants orofficer, as the case may be, and disclosed therein); *provided,however,*that if the Permitted Merger shall have occurred during anyperiod of measurement whereby Financial Statements are required to be deliveredpursuant to this Section 5.1, all Financial Statements

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delivered pursuant tothis Section 5.1 shall be calculated after giving pro forma effect to thePermitted Merger as if the Permitted Merger had occurred on the first day ofsuch relevant period.

5.2           Certificates; OtherInformation.  Each of the Borrowerand Holdings will, and will cause its Subsidiaries to, furnish to theAdministrative Agent, the Collateral Agent and each Lender:

(a)           *Auditor Certificate*. Concurrently with the delivery of the Financial Statements referred toin Section 5.1(a), a certificate of the independent certified publicaccountants reporting on such Financial Statements stating that in making theexamination necessary therefor no knowledge was obtained of any Default orEvent of Default, except as specified in such certificate;

(b)           *Responsible Officer Certificate; ComplianceCertificate; Collateral Listing*.  Concurrentlywith the delivery of any Financial Statements pursuant to Section 5.1:

(i)            a certificate of a Responsible Officer of the Borrowerstating that, to the best of such Responsible Officer’s knowledge, each LoanParty during such period has observed or performed all of its covenants andother agreements, and satisfied every condition, contained in this Agreementand the other Loan Documents to which it is a party to be observed, performedor satisfied by it, and that such Responsible Officer has obtained no knowledgeof any Default or Event of Default except as specified in such certificate; or

(ii)           in the case of Financial Statements delivered pursuantto Section 5.1(a) or (b), a Compliance Certificate (x) containing thestatements specified in clause (i) above; (y) containing (and certifying as to)(A) all information and calculations necessary for determining compliance bythe Borrower with each of the financial covenants contained in Section 6.1 asof the last day of the Fiscal Quarter or Fiscal Year of the Borrower andSection 6.7 for the Fiscal Year (or portion thereof) ending on such last day;and (B) to the extent not previously disclosed to the Administrative Agent, alisting of any county or state within the United States where any Loan Partykeeps inventory or equipment having a Fair Market Value of more than $5,000,000and of any Intellectual Property acquired by any Loan Party since the date ofthe most recent list delivered pursuant to this clause (y) (or, in the case ofthe first such list so delivered, since the Closing Date); and (z) certifyingthat the Corporate Chart attached thereto (or the last Corporate Chartdelivered pursuant to this clause (z)) is true, correct and complete as of suchlast day.

(c)           *Projections*.  As soon asavailable, and in any event no later than 45 days after the end of each FiscalYear of the Borrower, a detailed consolidated budget for the following FiscalYear (including a projected consolidated balance sheet of the Borrower and its

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Subsidiariesas of the end of the following Fiscal Year, the related consolidated statementsof projected cash flow, projected changes in financial position and projectedincome and a description of the underlying assumptions applicable thereto),and, as soon as available, significant revisions, if any, of such budget andprojections with respect to such Fiscal Year (collectively, the “*Projections*”), which Projections shall in each case beaccompanied by a certificate of a Responsible Officer stating that suchProjections are based on reasonable estimates, information and assumptions andthat such Responsible Officer has no reason to believe that such Projectionsare incorrect or misleading in any material respect;

(d)           *Financial Condition Analysis*. Within 45 days after the end of the first three Fiscal Quarters of theBorrower, and within 90 days after the end of each Fiscal Year of the Borrower,a narrative discussion and analysis of the financial condition and results ofoperations of the Borrower and its Subsidiaries for such Fiscal Quarter and forthe period from the beginning of the then current Fiscal Year to the end ofsuch Fiscal Quarter, as compared to the portion of the Projections coveringsuch periods and to the comparable periods of the previous year;

(e)           *Reports*.  Within fivedays after the same are sent, copies of all financial statements and reportsthat Holdings or the Borrower sends to the holders or beneficial owners ofPermitted Additional Secured Indebtedness, Senior Subordinated Notes, or SeniorSubordinated Discount Notes or any other class of its debt securities or publicequity Securities and, within five days after the same are filed, copies of allfinancial statements and reports that Holdings or the Borrower may make to, orfile with, the SEC;

(f)            *Management Letters*. Within five Business Days after receipt thereof by any Loan Party, copiesof each final management letter, exception report or similar letter or reportreceived by such Loan Party from its independent certified public accountants;

(g)           *Asset Sales*.  Prior to anyAsset Sale anticipated to generate in excess of $500,000 (or its DollarEquivalent) in Net Cash Proceeds, a notice (a) describing such Asset Sale orthe nature and material terms and conditions of such transaction and (b)stating the estimated Net Cash Proceeds anticipated to be received by theBorrower or any of its Subsidiaries;

(h)           *Labor Relations*.  Promptlyafter becoming aware of the same, written notice of (i) any material labordispute to which the Borrower or any of its Subsidiaries is or may become aparty, including any strikes, lockouts or other disputes relating to any ofsuch Person’s plants and other facilities, and (ii) any Worker Adjustment andRetraining Notification Act or related liability incurred with respect to theclosing of any plant or other facility of any of such Person that wouldreasonably be expected to have a Material Adverse Effect;

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(i)            *Tax Returns*.  Upon thewritten request of the Administrative Agent, copies of all Tax Returns filed bythe Borrower or any of its Subsidiaries in respect of taxes measured by income(excluding sales, use and like taxes);

(j)            *Insurance*.  As soon as ispracticable following the written request of the Administrative Agent and inany event within 90 days after the end of each Fiscal Year, (i) a report inform and substance reasonably satisfactory to the Administrative Agent and theLenders outlining all material insurance coverage maintained as of the date ofsuch report by the Borrower and its Subsidiaries and the duration of suchcoverage and (ii) an insurance broker’s statement that all premiums then dueand payable with respect to such coverage have been paid and confirming thatthe Collateral Agent has been named as loss payee or additional insured, asapplicable;

(k)           *Environmental Matters*. Promptly and in any event within 10 days of the Borrower or any Subsidiarylearning of any of the following, written notice promptly and in any eventwithin 10 days of the Borrower or any Subsidiary learning of any of thefollowing, written notice of Environmental Liabilities and Cost, or that thereexists a condition which could reasonably be expected to result inEnvironmental Liabilities and Cost, that would, in the aggregate, reasonably beexpected to have a Material Adverse Effect;

(l)            *Permitted Indebtedness*. Prior to the issuance thereof, copies of all material documents pursuantto which any Permitted Additional Secured Indebtedness, Permitted PIK Notes,Permitted Unsecured PIK Notes or Permitted Junior Lien PIK Notes are to beissued (other than documents that customarily would be, and are, subject toapplicable confidentiality restrictions); and

(m)          *Additional Information*. Promptly, such additional financial and other information as theAdministrative Agent, the Collateral Agent or any Lender may from time to timereasonably request.

5.3           Payment ofObligations and Taxes.  Each of theBorrower and Holdings will, and will cause each of its Subsidiaries to, pay,discharge or otherwise satisfy at or before maturity or before they becomedelinquent, as the case may be, all its material obligations of whatevernature, except where the amount or validity thereof is currently beingcontested in good faith by appropriate proceedings and reserves in conformitywith GAAP with respect thereto have been provided on the books of Holdings, theBorrower or its Subsidiaries, as the case may be.  The Borrower shall, and shall cause each ofits Subsidiaries to, pay and discharge before the same shall become delinquent,all lawful governmental claims, taxes, assessments, charges and levies, exceptwhere contested in good faith, by proper proceedings and adequate reservestherefor have been established on the books of the Borrower or the appropriateSubsidiary in conformity with GAAP and except to the extent the failure to doso would not, in the aggregate, be reasonably expected to have a MaterialAdverse Effect.

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5.4           Maintenance ofExistence; Compliance.  Each of theBorrower and Holdings will, and will cause each of its Subsidiaries to:

(a)           (i) preserve, renew and keep in full force and effectits corporate existence and (ii) take all reasonable action to maintain allrights, privileges and franchises necessary or desirable in the normal conductof its business, except, in each case, as otherwise permitted by Section 6.4and except, in the case of clause (ii) above, to the extent that failure to doso would not, in the aggregate, reasonably be expected to have a MaterialAdverse Effect; and

(b)           comply with all Contractual Obligations, Requirementsof Law and Permits except to the extent that failure to comply therewith couldnot, in the aggregate, reasonably be expected to have a Material AdverseEffect.

5.5           Maintenance ofProperty; Insurance.  Each of theBorrower and Holdings will, and will cause each of its Subsidiaries to, (a) (i)keep all property useful and necessary in its business in good working orderand condition, ordinary wear and tear excepted, and (ii) maintain and preserveall registered patents, trademarks, trade names, copyrights and service markswith respect to its business, except where the failure to so maintain and preservewould not, in the aggregate, reasonably be expected to have a Material AdverseEffect, and (b) (i) maintain with financially sound and reputable insurancecompanies insurance on all its property in at least such amounts and against atleast such risks (but including in any event public liability, productliability and business interruption) as are usually insured against in the samegeneral area by companies engaged in the same or a similar business, and (ii)cause all such insurance to name the Collateral Agent on behalf of the SecuredParties as additional insured or loss payee, as appropriate, and to providethat no cancellation, material diminution in amount of coverage or othermaterial change in coverage shall be effective until after 30 days’ writtennotice thereof to the Collateral Agent.

5.6           Inspection ofProperty; Books and Records; Discussions. Each of the Borrower and Holdings will, and will cause each of itsSubsidiaries to, (a) keep proper books of records and account in which full,true and correct entries in conformity with GAAP and all Requirements of Lawshall be made of all dealings and transactions in relation to its business andactivities and (b) permit representatives of any Lender, at their own expense,to visit and inspect any of its properties and examine and make abstracts fromany of its books and records at any reasonable time during regular businesshours and as often as may reasonably be desired and to discuss the business,operations, properties and financial and other condition of Holdings, theBorrower and its Subsidiaries with officers and employees of Holdings, theBorrower and its Subsidiaries and with its independent certified publicaccountants.

5.7           Notices.  Each of the Borrower and Holdings will, andwill cause each of its Subsidiaries to, promptly give notice to theAdministrative Agent and each Lender of:

(a)           the occurrence of any Default or Event of Default;

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(b)           any (i) default or event of default under anyContractual Obligation of Holdings, the Borrower or any of its Subsidiaries or(ii) litigation, investigation or proceeding that may exist at any time betweenHoldings, the Borrower or any of its Subsidiaries and any GovernmentalAuthority, that in either case, if not cured or if adversely determined, as thecase may be, would reasonably be expected to have a Material Adverse Effect;

(c)           any litigation or proceeding to which Holdings, theBorrower or any of its Subsidiaries is a party (i) in which the claim againstsuch Person or Persons is $2,500,000 or more and not covered by insurance, (ii)in which injunctive or similar relief is sought against such Person or Personsor (iii) which relates to any Loan Document;

(d)           the following events, as soon as possible and in anyevent within 30 days after the Borrower knows thereof:  (i) the occurrence of any Reportable Eventwith respect to any Plan or Multiemployer Plan, a failure to make any requiredcontribution to a Plan or Multiemployer Plan, the creation of any Lien in favorof the PBGC or a Plan or Multiemployer Plan or any withdrawal therefrom, or thetermination, Reorganization or Insolvency of, any Single Employer Plan orMultiemployer Plan or (ii) the institution of proceedings or the taking of anyother action by the PBGC or the Borrower or any ERISA Affiliate or anyMultiemployer Plan with respect to the withdrawal from, or the termination,Reorganization or Insolvency of, any Single Employer Plan or MultiemployerPlan;

(e)           any development or event that has had or wouldreasonably be expected to have a Material Adverse Effect;

(f)            the occurrence or existence of any “Default” or “Eventof Default” under the Senior Subordinated Debt Indenture or the SeniorSubordinated Discount Notes Indenture or any Junior Lien Document; and

(g)           the audit or examination of any Tax Return by anyGovernmental Authority, the receipt by any Loan Party of notice of any suchaudit or examination or the assertion of any claim for taxes against any LoanParty by any Governmental Authority; and

(h)           a copy of each notice required to be given, and anyother material notice given to holders of Permitted Additional SecuredIndebtedness, to holders of Senior Subordinated Notes, or to holders of SeniorSubordinated Discount Notes.

Each notice pursuant to this Section 5.7 shall beaccompanied by a statement of a Responsible Officer setting forth details ofthe occurrence referred to therein and stating what action Holdings, theBorrower or the relevant Subsidiary proposes to take with respect thereto.

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5.8           Environmental Laws.  Each of the Borrower and Holdings will, andwill cause each of its Subsidiaries to:

(a)           comply in all material respects with, and ensurecompliance in all material respects by all tenants and subtenants, if any,with, all applicable Environmental Laws, and obtain and comply in all materialrespects with and maintain, and ensure that all tenants and subtenants obtainand comply in all material respects with and maintain, any and all licenses,approvals, notifications, registrations or Permits required by applicableEnvironmental Laws.

(b)           conduct and complete all investigations, studies,sampling and testing, and all remedial, removal and other actions requiredunder Environmental Laws and promptly comply in all material respects with alllawful orders and directives of all Governmental Authorities regardingEnvironmental Laws.

5.9           Ratings.  Each of Borrower and Holdings will cause theLoans at all times to have a publicly available senior secured debt rating fromeach of Moody’s and S&P.

5.10         Additional Collateraland Guaranties.  Each of the Borrowerand Holdings will, and will cause each of its Subsidiaries to:

(a)           with respect to any property acquired after theClosing Date by Holdings, the Borrower or any of its Subsidiaries (other than(x) any property described in paragraph (b), (c) or (d) below, (y) any propertysubject to a Lien expressly permitted by Section 6.3(i) and (z) propertyacquired by any Excluded Foreign Subsidiary) as to which the Collateral Agent,for the benefit of the Secured Parties, does not have a perfected Lien,promptly (i) execute and deliver to the Collateral Agent such amendments to theSecurity Agreement or such other documents as the Collateral Agent deemsnecessary or advisable to grant to the Collateral Agent, for the benefit of theSecured Parties, a security interest in such property and (ii) take all actionsnecessary or advisable to grant to the Collateral Agent, for the benefit of theSecured Parties, a perfected first priority security interest in such property,including the filing of Uniform Commercial Code financing statements in suchjurisdictions as may be required by the Security Agreement or by law or as maybe requested by the Collateral Agent;

(b)           with respect to any fee interest in any real propertyhaving a value (together with improvements thereof) of at least $1,000,000acquired after the Closing Date by Holdings, the Borrower or any of itsSubsidiaries (other than (y) any such real property subject to a Lien expresslypermitted by Section 6.3(f) and (z) real property acquired by any ExcludedForeign Subsidiary), promptly (i) execute and deliver a first priorityMortgage, in favor of the Collateral Agent, for the benefit of the SecuredParties, covering such real property, (ii) if requested by the AdministrativeAgent or the Requisite Lenders, provide the Lenders with (x) title and extendedcoverage insurance covering such real property in an amount at least equal tothe purchase price of such real property (or such other amount as shall bereasonably specified by the Collateral Agent) as well as a current ALTA surveythereof, together with a surveyor’s certificate and (y) any consents orestoppels reasonably deemed necessary or advisable by the

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CollateralAgent in connection with such Mortgage, each of the foregoing in form and substancereasonably satisfactory to the Collateral Agent and (iii) if requested by theCollateral Agent or the Requisite Lenders, deliver to the Collateral Agentlegal opinions relating to the matters described above, which opinions shall bein form and substance, and from counsel, reasonably satisfactory to theCollateral Agent;

(c)           with respect to any new Subsidiary (other than anExcluded Foreign Subsidiary) created or acquired after the Closing Date byHoldings, the Borrower or any of its Subsidiaries (which, for the purposes ofthis paragraph (c), shall include any existing Subsidiary that ceases to be anExcluded Foreign Subsidiary), promptly (i) execute and deliver to theAdministrative Agent such amendments to the Security Agreement as theCollateral Agent deems necessary or advisable to grant to the Collateral Agent,for the benefit of the Lenders, a perfected first priority security interest inthe Capital Stock and any Indebtedness of such new Subsidiary that is owned byHoldings, the Borrower or any of its Subsidiaries, (ii) deliver to theCollateral Agent the certificates representing such Capital Stock and anyIndebtedness, together with undated stock or board powers, in blank, executedand delivered by a duly authorized officer of Holdings, the Borrower or suchSubsidiary, as the case may be, as Pledged Stock or Pledged Notes, asapplicable, under the Security Agreement, (iii) cause such new Subsidiary (A)to become a party to the Security Agreement and the Guaranty, (B) to take suchactions necessary or advisable to grant to the Collateral Agent for the benefitof the Secured Parties a perfected first priority security interest in theCollateral described in the Security Agreement with respect to such newSubsidiary, including the filing of Uniform Commercial Code financingstatements in such jurisdictions as may be required by the Security Agreementor by law or as may be requested by the Collateral Agent and (C) to deliver tothe Collateral Agent a certificate of such Subsidiary, substantially in theform of Exhibit I, with appropriate insertions and attachments, and (iv) ifrequested by the Collateral Agent, deliver to the Collateral Agent legalopinions relating to the matters described above, which opinions shall be inform and substance, and from counsel, reasonably satisfactory to the CollateralAgent;

(d)           with respect to any new First-Tier Excluded ForeignSubsidiary created or acquired after the Closing Date by Holdings, the Borroweror any of its Subsidiaries (which, for the purposes of this paragraph (d),shall include any existing Subsidiary that becomes a First-Tier ExcludedForeign Subsidiary), promptly (i) execute and deliver to the Collateral Agentsuch amendments to the Security Agreement as the Collateral Agent deemsnecessary or advisable to grant to the Collateral Agent, for the benefit of theSecured Parties, a perfected first priority security interest in the CapitalStock and any Indebtedness of such First-Tier Excluded Foreign Subsidiary thatis owned by Holdings, the Borrower or any of its Subsidiaries (*provided* that in no event shall more than 65% of the totaloutstanding Voting Stock of any such new First-Tier Excluded Foreign Subsidiarybe required to be so pledged unless tax laws change to permit an increasedpercentage without adverse tax consequences to the Borrower), (ii) deliver tothe Collateral Agent the certificates representing such Capital Stock andIndebtedness, together with undated stock or board powers, in blank, executedand delivered by a duly authorized officer of Holdings, the Borrower or suchFirst-Tier Excluded Foreign Subsidiary, as the case may be, as Pledged Stock orPledged Notes, as applicable, under the Security Agreement, (iii) take suchother action as may be necessary or, in the opinion of the Collateral Agent,desirable to perfect

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theCollateral Agent’s security interest therein, and (iv) if requested by theCollateral Agent, deliver to the Collateral Agent legal opinions relating tothe matters described above, which opinions shall be in form and substance, andfrom counsel, reasonably satisfactory to the Collateral Agent; and;

(e)           promptly upon request by the Administrative Agent orthe Collateral Agent, as the case may be, (i) correct any material defect orerror that may be discovered in any Loan Document or in the execution,acknowledgment, filing or recordation thereof, and (ii) do, execute,acknowledge, deliver, record, re-record, file, and re-file, any and all suchfurther acts, certificates, assurances and other instruments as the AdministrativeAgent may reasonably require from time to time in order to (A) carry out moreeffectively the purposes of the Loan Documents, (B) to the fullest extentpermitted by applicable law, subject any Loan Party’s or any of itsSubsidiaries’ properties, assets, rights or interests to the Liens now orhereafter intended to be covered by any of the Collateral Documents, (C)perfect and maintain the validity, effectiveness and priority of any of theCollateral Documents and any of the Liens intended to be created thereunder,(D) carry out the purposes of Section 6.4(iv) and Section 9.23, and (E)assure, grant, preserve, protect and confirm unto the Secured Parties therights granted or now or hereafter intended to be granted to the SecuredParties under any Loan Document or under any other instrument executed inconnection with any Loan Document to which any Loan Party or any of itsSubsidiaries is or is to be a party, and cause each of its Subsidiaries to doso.

5.11         Liens SecuringExcluded Foreign Subsidiary Indebtedness. Each of the Borrower and Holdings will, and will cause each of itsSubsidiaries to, within 60 days after the date any Indebtedness of an ExcludedForeign Subsidiary is incurred pursuant to Section 6.2(b)(v), cause suchExcluded Foreign Subsidiary to create a Lien on substantially all of its assetsto secure such Indebtedness except to the extent that the Borrower, inconsultation with the Collateral Agent, determines that the creation of suchLien would (a) result in adverse tax consequences to the Borrower or suchExcluded Foreign Subsidiary, (b) be prohibited by or impracticable under thelaws of the relevant jurisdiction or (c) result in costs and expenses to theBorrower and/or such Excluded Foreign Subsidiary that are excessive in relationto the value of the collateral security that would be created thereby.

5.12         Application ofProceeds.  Each of the Borrower andHoldings will, and will cause each of its Subsidiaries to, use the entireamount of the proceeds of the Loans as provided in Section 4.16.

**ARTICLE6NEGATIVE COVENANTS**

As long as any of the Obligations (other thanindemnity or reimbursement obligations not then payable) or the Commitmentsremain outstanding, unless the Requisite Lenders otherwise consent in writing,each of the Borrower and Holdings agrees with the Lenders, the Issuers and theAdministrative Agent that:

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6.1           Financial ConditionCovenants.

(a)           *Consolidated Leverage Ratio*. Each of the Borrower and Holdings will not, and will not permit any ofits Subsidiaries to, directly or indirectly, permit the Consolidated LeverageRatio as at the last day of any period of four consecutive Fiscal Quarters ofthe Borrower ending with any Fiscal Quarter set forth below to exceed the ratioset forth below opposite such Fiscal Quarter:
| Quarter-End   Date             | ** ** | **Consolidated   Leverage   Ratio** |
|--------------------------------|------------|-------------------------------------|
| June 30, 2007                  |       | 8.00x                               |
| September 30, 2007             |       | 8.00x                               |
| December 31, 2007              |       | 8.00x                               |
| March 31, 2008                 |       | 8.00x                               |
| June 30, 2008                  |       | 8.00x                               |
| September 30, 2008             |       | 8.00x                               |
| December 31, 2008              |       | 7.95x                               |
| March 31, 2009 and  thereafter |       | 7.85x                               |

(b)           *Consolidated Interest Coverage Ratio*. Each of the Borrower and Holdings will not, and will not permit any ofits Subsidiaries to, directly or indirectly, permit the Consolidated InterestCoverage Ratio for any period of four consecutive Fiscal Quarters of theBorrower ending with any Fiscal Quarter set forth below to be less than theratio set forth below opposite such Fiscal Quarter:
| Quarter-End   Date             | ** ** | **Consolidated  Interest Coverage  Ratio** |
|--------------------------------|------------|--------------------------------------------|
| June 30, 2007                  |       | 1.25x                                      |
| September 30,  2007            |       | 1.25x                                      |
| December 31,  2007             |       | 1.30x                                      |
| March 31, 2008                 |       | 1.30x                                      |
| June 30, 2008                  |       | 1.30x                                      |
| September 30,  2008            |       | 1.35x                                      |
| December 31,  2008             |       | 1.35x                                      |
| March 31, 2009  and thereafter |       | 1.35x                                      |

 

(c)           *Consolidated First Lien Leverage Ratio*. Each of the Borrower and Holdings will not, and will not permit any ofits Subsidiaries to, directly or indirectly, permit the Consolidated First LienLeverage Ratio for any four consecutive Fiscal Quarters of the Borrower endingwith any Fiscal Quarter set forth below to exceed the ratio set forth belowopposite such Fiscal Quarter:

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| Quarter-End   Date             | ** ** | **Consolidated  First Lien  Leverage  Ratio** |
|--------------------------------|------------|-----------------------------------------------|
| June 30, 2007                  |       | 3.80x                                         |
| September 30,  2007            |       | 3.80x                                         |
| December 31,  2007             |       | 3.80x                                         |
| March 31, 2008                 |       | 3.80x                                         |
| June 30, 2008                  |       | 3.80x                                         |
| September 30,  2008            |       | 3.75x                                         |
| December 31,  2008             |       | 3.70x                                         |
| March 31, 2009  and thereafter |       | 3.50x                                         |

(d)           *Right to Cure*. Notwithstanding anything to the contrary contained in Section 6.1, inthe event that the Borrower fails to comply with the requirements of anyfinancial covenant in this Section 6.1, until the expiration of the 10th daysubsequent to the date in which the Financial Statements are required to bedelivered pursuant to Section 5.1(a) or (b), (x) prior to the Permitted Merger,Merisant Worldwide shall have the right to issue Permitted Cure Securities forcash or otherwise receive cash contributions to the capital of MerisantWorldwide, and, in each case, to contribute any such cash to the capital ofMerisant Company or (y) upon or after the Permitted Merger, the SurvivingEntity shall have the right to issue Permitted Cure Securities for cash orotherwise receive cash contributions to its capital (collectively, the “CureRight”), and upon the receipt by Borrower of such cash (the “Cure Amount”)pursuant to the exercise by Holdings of such Cure Right and request to theAdministrative Agent to effect such recalculation, such financial covenantshall be recalculated giving effect to the following pro forma adjustments:

(i)            EBITDA shall be increased, solely for the purpose ofmeasuring the financial covenants and not for any other purpose under thisAgreement, by an amount equal to the Cure Amount; and

(ii)           if, after giving effect to the foregoingrecalculations, Borrower shall then be in compliance with the requirements ofall financial covenants, Borrower shall be deemed to have satisfied therequirements of the financial covenants as of the relevant date ofdetermination with the same effect as though there had been no failure tocomply therewith at such date, and the applicable breach or default of thefinancial covenants that had occurred shall be deemed cured for the purposes ofthis Agreement.

(e)           *Limitation on Exercise of Cure Right*. Notwithstanding anything herein to the contrary, (i) in eachfour-fiscal-quarter period there shall be at least two fiscal quarters in whichthe Cure Right is not exercised and (ii) the Cure Amount shall be no greaterthan the amount required for purposes of complying with the relevant financialcovenants.

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(f)            *Pro Forma Effect*. If the Permitted Merger shall haveoccurred during any period of measurement pursuant to this Section 6.1, thefinancial covenants set forth in this Section 6.1 shall be calculated aftergiving pro forma effect to the Permitted Merger as if the Permitted Merger hadoccurred on the first day of such relevant period.

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

(a)           Indebtedness of any Loan Party pursuant to any LoanDocument;

(b)           Indebtedness (i) of the Borrower to SwissCo 2 fromtime to time in an aggregate principal amount not to exceed $200,000,000, plusaccrued interest thereon, pursuant to the SwissCo 2 Revolving Note, (ii) ofMerisant Worldwide to Merisant Company permitted under Section 6.6(iii) hereof,(iii) of the Borrower to any Wholly Owned Subsidiary Guarantor or of any WhollyOwned Subsidiary Guarantor to the Borrower or any Wholly Owned SubsidiaryGuarantor, (iv) of any Excluded Foreign Subsidiary to any other ExcludedForeign Subsidiary or (v) of any Excluded Foreign Subsidiary to the Borrower orany Subsidiary Guarantor *provided, however*,that the Investment in the intercompany loan to such Excluded ForeignSubsidiary pursuant to this subclause (b)(v) is permitted under Section6.8(f)(iii) or Section 6.8(j);

(c)           Guaranty Obligations incurred in the ordinary courseof business by the Borrower or any of its Subsidiaries of obligations of anySubsidiary; *provided* that the amount of any suchobligation guaranteed by the Borrower or any of its Subsidiaries shall notexceed $2,000,000 in the aggregate for the Borrower and all of its Subsidiaries;

(d)           Indebtedness (other than Hedging Contracts, the SeniorSubordinated Notes and the Senior Subordinated Discount Notes) outstanding onthe date hereof and listed on Schedule 6.2 and any renewals or extensionsthereof (that does not shorten the maturity of, or increase the principalamount of (other than to include any premium or fee payable in connection withsuch refinancing, refunding, renewal or extension), and that otherwise is onterms no less favorable to the Borrower or such Subsidiary (taken as a whole)than, the Indebtedness being renewed or extended;

(e)           Indebtedness (other than Indebtedness of (i) anySubsidiary of Holdings that directly owns Capital Stock  in an Excluded Foreign Subsidiary, and (ii)Merisant Spain) (including, without limitation, Capital Lease Obligations)secured by Liens permitted by Section 6.3(f) in an aggregate principal amountnot to exceed $4,000,000 at any one time outstanding.

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(f)            Interest Rate Contracts in respect of Indebtednessthat bears interest at a floating rate, so long as such agreements are notentered into for speculative purposes and are either (i) with a Lender ascounterparty or (ii) are unsecured;

(g)           Foreign Overdraft Guaranties in an aggregate amountnot to exceed $5 million at any time outstanding, *provided*that no such Guaranty Obligation shall be outstanding for more than twoBusiness Days after the date of incurrence thereof;

(h)           in addition to Indebtedness otherwise expresslypermitted by this Section 6.2, Indebtedness incurred by the Borrower or any ofits Subsidiaries (other than (i) any Subsidiary that directly owns CapitalStock  in an Excluded Foreign Subsidiary,and (ii) Merisant Spain) in an aggregate amount not to exceed $10,000,000 atany one time outstanding;

(i)            Indebtedness of Merisant Company or its successorpursuant to the Permitted Merger and the Subsidiary Guarantors consisting ofthe Senior Subordinated Notes issued by Merisant Company (and guaranteed by theSubsidiary Guarantors) under the Senior Subordinated Notes Indenture;

(j)            Indebtedness of Merisant Worldwide or its successorpursuant to the Permitted Merger consisting of the Senior Subordinated DiscountNotes issued by Merisant Worldwide pursuant to the Senior Subordinated DiscountNotes Indenture;

(k)           Indebtedness (other than Indebtedness of (x) anySubsidiary of Holdings that directly owns Capital Stock  in an Excluded Foreign Subsidiary, and (y)Merisant Spain) of (i) the Borrower or any Subsidiary of the Borrower assumedin connection with any acquisition of the assets of any Person pursuant to anInvestment permitted under Section 6.8(h) or (ii) a Person that becomes adirect or indirect Wholly Owned Subsidiary as a result of any acquisitionpursuant to an Investment permitted under Section 6.8(h), so long as, in the caseof clause (i) or (ii), such Indebtedness existed immediately prior to suchacquisition and was not created in anticipation of such acquisition, and anyrefinancing, refunding, renewal or extension thereof does not shorten thematurity of, or increase the principal amount of (other than to include anycustomary premium or fee payable in connection with such refinancing,refunding, renewal or extension) such Indebtedness, and that otherwise is onterms no less favorable to the Borrower or such Subsidiary (taken as a whole)than, the Indebtedness being refinanced, refunded, renewed or extended; *provided*, *however*, thatthe aggregate amount of all such Indebtedness of the Borrower and itsSubsidiaries pursuant to this clause (k) does not exceed $30,000,000 outstandingat any time; *provided*, *further*,that, in no event shall the aggregate amount of all such Indebtedness ofMerisant Netherlands pursuant to this clause (k) exceed $2,000,000 outstandingat any time;

(l)            Guaranty Obligations by any Loan Party (other than anySubsidiary that directly owns Capital Stock in an Excluded Foreign Subsidiary) of any

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Indebtednessof any Loan Party incurred pursuant to Section 6.2(h), Section 6.2(m) orSection 6.2(n).

(m)          Permitted PIK Notes, Permitted Unsecured PIK Notes andPermitted Junior Lien PIK Notes;

(n)           Permitted Additional Secured Indebtedness; and

(o)           Non-recourse Indebtedness of Sweet Simplicity JV inconnection with the development and commercialization of the all-natural,zero-calorie sweetener to be marketed under the Sweet Simplicity® trademark, inan aggregate amount not to exceed $25,000,000 outstanding at any time.

6.3           Liens.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, create,incur, assume or suffer to exist any Lien upon any of its property, whether nowowned or hereafter acquired, or assign any right to receive income, except for:

(a)           Liens for taxes not yet due and payable or that arebeing contested in good faith by appropriate proceedings,*provided*that adequate reserves with respect thereto are maintained on the books of theBorrower or its Subsidiaries, as the case may be, in conformity with GAAP;

(b)           carriers’, warehousemen’s, mechanics’, materialmen’s,repairmen’s or other like Liens arising in the ordinary course of business thatare not overdue for a period of more than 30 days or that are being contestedin good faith by appropriate proceedings;

(c)           pledges or deposits in connection with workers’compensation, unemployment insurance and other social security legislation;

(d)           deposits to secure the performance of bids, tradecontracts (other than for the repayment of borrowed money), leases, statutoryobligations, surety and appeal bonds, performance bonds and other obligationsof a like nature incurred in the ordinary course of business;

(e)           easements, rights-of-way, restrictions and othersimilar encumbrances incurred in the ordinary course of business that, in theaggregate, are not substantial in amount and that do not in any case materiallydetract from the value of the property subject thereto or materially interferewith the ordinary conduct of the business of the Borrower or any of itsSubsidiaries;

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(f)            Lienssecuring Indebtedness of the Borrower or any of its Subsidiaries incurredpursuant to Section 6.2(e) to finance the acquisition of fixed or capitalassets, *provided* that (i) such Liens shall becreated substantially simultaneously with the acquisition of such fixed orcapital assets, (ii) such Liens do not at any time encumber any property otherthan the property financed by such Indebtedness and (iii) the principal amountof Indebtedness secured thereby is not increased after its initial occurrence;

(g)           Lienscreated pursuant to the Collateral Documents;

(h)           anyinterest or title of a lessor under any operating lease entered into by theBorrower or any Subsidiary in the ordinary course of its business and coveringonly the assets so leased;

(i)            Liensthat (i) secure Indebtedness permitted under Section 6.2(k) in connection withan acquisition pursuant to an Investment permitted under Section 6.8(h) so longas such Liens (ii) existed prior to such acquisition, (iii) encumber specificfixed assets acquired by the Borrower or any Subsidiary of the Borrower, orowned by a Person that becomes a Wholly Owned Subsidiary, pursuant to suchacquisition, (iv) were not created in contemplation of such acquisition and (v)do not encumber any property or assets other than such specific fixed assetsand improvements on or proceeds of such specific fixed assets;

(j)            Liens infavor of depository and collection banks and other regulated financialinstitutions consisting of statutory or contractual setoff rights with respectto deposit accounts or securities accounts of the Borrower or any Subsidiarythereof maintained with such bank or financial institution to secure payment ofcustomary maintenance fees or other administrative charges associated with suchaccounts so long as such Liens do not secure Indebtedness and are incurred inthe ordinary course of business for amounts that are not overdue for a periodof more than 30 days or that are being contested in good faith by appropriateproceedings;

(k)           Lienssecuring Permitted Additional Secured Indebtedness and/or Permitted PIK Notes, *provided* that (A) all property encumbered by such Liensshall also be encumbered by Liens securing the Obligations, and the Liens onsuch property that secure the Obligations shall be perfected at least to thesame extent as the Liens on such property securing Permitted Additional SecuredIndebtedness and/or Permitted PIK Notes; and (B) such Liens shall besubordinate to the Liens securing the Obligations pursuant to an intercreditoragreement;

(l)            otherLiens that do not individually or in the aggregate, secure obligations (orencumber property with a Fair Market Value) in excess of $7,500,000 and whichliens shall rank junior to the liens on the Collateral created under theCollateral documents;

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(m)          Lienson the assets of Sweet Simplicity JV securing Indebtedness permitted by Section6.2(o), which Liens may  have priorityover the Liens created pursuant to Section 6.3(g), *provided*that, such Liens are evidenced and secured by documentation that is reasonablysatisfactory to the Requisite Lenders (including without limiting thegenerality of the foregoing that the terms and provisions thereof and the liencovenant do not otherwise confer upon the holders of such Indebtedness (or thetrustee or other representative on their behalf) any rights or imposeobligations on Holdings or the Borrower or their respective Subsidiaries, thatwould be materially adverse to the interests of Holdings, the Borrower, theirrespective Subsidiaries, the Administrative Agent, the Collateral Agent or theLenders); and

(n)           Liens onthe equity interests on the Borrower securing Permitted Junior Lien PIK Notes, *provided* that (A) all property encumbered by such Liensshall also be encumbered by Liens securing the Obligations, and the Liens onsuch property that secure the Obligations shall be perfected at least to thesame extent as the Liens on such property securing Permitted Junior Lien PIKNotes; and (B) such Liens shall be subordinate to the Liens securing the Obligationspursuant to an intercreditor agreement.

6.4           Fundamental Changes.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, (a)enter into any merger, consolidation or amalgamation, or liquidate, wind up ordissolve itself (or suffer any liquidation or dissolution), or Dispose of, allor substantially all of its property or business, (b) acquire or create anySubsidiary unless, after giving effect thereto, the Borrower and Holdings arein compliance with Section 5.10 and the Investment in such Subsidiary ispermitted under Section 6.8, or (c) change its capital structure (including inthe terms of its outstanding Stock) or otherwise amend its ConstituentDocuments, except for changes and amendments (A) to authorize issuance ofHoldings Permitted Preferred Stock or (B) which do not materially affect therights and privileges of the Borrower or any of its Subsidiaries, or theinterests of the Administrative Agent, the Lenders and the Issuers under theLoan Documents or in the Collateral and except that:

(i)            any Subsidiary of the Borrower maybe merged or consolidated with or into (x) the Borrower (*provided*that the Borrower shall be the continuing or surviving corporation) or (y) anyWholly Owned Subsidiary Guarantor (*provided* thatthe Wholly Owned Subsidiary Guarantor shall be the continuing or survivingcorporation);

(ii)           any Subsidiary of the Borrower mayDispose of any or all of its assets (upon voluntary liquidation or otherwise)to the Borrower or any Wholly Owned Subsidiary Guarantor;

(iii)          Capital Stock of any Excluded ForeignSubsidiary (other than a First-Tier Excluded Subsidiary) may be transferred tothe Borrower or any Wholly Owned Subsidiary; and the Capital Stock of anySubsidiary of the Borrower may be transferred to the Borrower or any WhollyOwned Subsidiary Guarantor;

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(iv)          any Excluded Foreign Subsidiary may bemerged or consolidated with any other Wholly Owned Excluded Foreign Subsidiaryor Dispose of any or all of its assets (upon voluntary liquidation orotherwise) to any other Wholly Owned Excluded Foreign Subsidiary;

(v)           any Excluded Foreign Subsidiary maybe merged or consolidated with a third party in a Disposition permitted bySection 6.5(e); and

(vi)          Merisant Worldwide may merge orconsolidate with or into Merisant Company (or transfer all or substantially allof its assets to Merisant Company) or Merisant Company may merge or consolidatewith or into Merisant Worldwide (or transfer all or substantially all of itsassets to Merisant Worldwide), *provided that*:

(A)          immediatelyafter giving pro forma effect to such merger, consolidation or transfer (1) theConsolidated Coverage Ratio (as defined in the Senior Subordinated NotesIndenture) exceeds 2.0 to 1, (2) the Consolidated Coverage Ratio (as definedand as calculated in the Senior Subordinated Discount Notes Indenture) exceeds2.0 to 1, (3)  no Default (as defined inthe Senior Subordinated Notes Indenture) and no Default (as defined in theSenior Subordinated Discount Notes Indenture) is continuing, and (4) suchmerger, consolidation or transfer is otherwise permitted under the PermittedPIK Notes, Permitted Unsecured PIK Notes, Permitted Junior Lien PIK Notes,Permitted Additional Secured Indebtedness, Senior Subordinated Debt Documentsand the Senior Subordinated Discount Debt Documents or any similarIndebtedness;

(B)           immediatelyafter giving pro forma effect to such merger, consolidation or transfer, thedates upon which cash payments of principal or interest are due, by MerisantWorldwide under the Senior Subordinated Discount Debt Documents or any similarIndebtedness, shall not be prior to May 15, 2009;

(C)           allIndebtedness under the Senior Subordinated Discount Debt Documents and theSenior Subordinated Debt Documents or any similar Indebtedness must remaincontractually subordinated to the Obligations;

(D)          noDefault or Event of Default shall have occurred and be continuing or wouldresult from such merger, consolidation or transfer;

(E)           therepresentations and warranties set forth in Article 4 and in the other LoanDocuments shall be true and correct in all material respects on and as of thedate of such merger, consolidation or transfer (or to the extent that suchrepresentations and warranties expressly relate to an earlier date, on and asof such earlier date);

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(F)           Merisant Worldwide and MerisantCompany shall give written notice at least 30 days in advance of such merger,consolidation or transfer to the Administrative Agent and Collateral Agentdetailing the proposed date of such merger, consolidation or transfer, theSurviving Entity, the plan of merger, consolidation or transfer (and anyagreements related thereto) and any other information relating to such merger,consolidation or transfer reasonably requested by the Administrative Agent orCollateral Agent;

(G)           theSurviving Entity shall execute and deliver to the Administrative Agent and theCollateral Agent, if requested by either, (y) an assumption agreementreasonably acceptable to the Administrative Agent and the Collateral Agentwhereby the Surviving Entity assumes the duties and obligations of thenon-Surviving Entity and (z) any amendments to any Loan Documents, additionalexecuted financing statement and other documents that may be necessary oradvisable (in the discretion of the Administrative Agent or Collateral Agent)in connection with such merger, consolidation or transfer or to maintain thevalidity, perfection and priority of the security interests provided for in theSecurity Agreement;

(H)          theSurviving Entity shall, and shall cause each of the Guarantors to deliver tothe Administrative Agent and the Collateral Agent (y) a reaffirmation agreementreasonably acceptable to the Administrative Agent and the Collateral Agentreaffirming its respective obligations under the Loan Documents to which it isa party and (z) any amendments to any Loan Documents and all additionalexecuted financing statement and other documents that may be necessary oradvisable (in the discretion of the Administrative Agent or Collateral Agent)in connection with such merger, consolidation or transfer or to maintain thevalidity, perfection and priority of the security interests provided for in theSecurity Agreement; and

(I)            theSurviving Entity shall deliver to the Administrative Agent and the CollateralAgent a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, asto the validity and enforceability of the Loan Documents (including anymaterial agreements required to be executed and delivered pursuant to Sections6.4(iv) (F) and (G)) against the Surviving Entity and the Secured Parties’valid and perfected security interest in the Collateral, in each case whichopinions shall be in form and substance reasonably satisfactory to theAdministrative Agent and addressed to the Administrative Agent, the CollateralAgent, the Lenders and Issuers.

6.5           Disposition of Property.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, Disposeof any of its property (including any Capital Stock of the Borrower or any ofits Subsidiaries), whether now owned or hereafter acquired, or, in the case ofany Subsidiary of Holdings or the Borrower, issue or sell any shares of suchSubsidiary’s Capital Stock (including pursuant to any merger, consolidation,recapitalization or other transaction) to any Person, except:

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(a)           theDisposition of obsolete or worn out property in the ordinary course ofbusiness;

(b)           the saleof inventory in the ordinary course of business, including, without limitation,sales to Subsidiaries;

(c)           Dispositionspermitted by Section 6.4(ii), (iii), or (iv);

(d)           the sale,transfer or issuance of any Capital Stock of any Subsidiary of the Borrower (i)to the Borrower or any Wholly Owned Subsidiary Guarantor or (ii) as permittedby Section 6.4(i), (ii) or (iii);

(e)           theDisposition of other property (other than Capital Stock of Merisant Company(prior to the Permitted Merger) or any Included Subsidiary) having a FairMarket Value not to exceed $25,000,000 in the aggregate for all suchDispositions in any Fiscal Year; *provided,**however,* that, Dispositions related to the Borrower’s planknown as “Project Arrow” and related restructuring, shall be permittednotwithstanding the foregoing provisions of this clause (e);

(f)           agreements by the Borrower or any of its Subsidiaries granting to any thirdperson any right to use any trademark or copyright owned by the Borrower orsuch Subsidiary, *provided*, *however*,that such agreements shall be made in such Loan Party’s ordinary course ofbusiness;

(g)           Prior tothe Permitted Merger, the issue or sale by the Borrower of its Capital Stock(or capital contributions with respect thereof) to Holdings; and

(h)           theDisposition to Sweet Simplicity JV by the Borrower or other Subsidiaries of theBorrower of (i) Intellectual Property necessary for the manufacture,distribution and marketing of all-natural, zero or low calorie sweeteners orsweetened food products to be marketed under the Sweet Simplicity® trademark,and (ii) other property and assets related to such Intellectual Property in anaggregate amount (valued at cost) not to exceed the aggregate amount ofInvestments permitted under Section 6.8(h); *provided*, ineither case, the Borrower shall receive an opinion from an reputableindependent third party appraiser stating that each of the Borrower and/or suchSubsidiaries of the Borrower has received Fair Market Value for the Dispositionof such Intellectual Property and/or other property and assets contributed toSweet Simplicity JV, as applicable.

6.6           Restricted Payments.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, (a)declare or pay any dividend (other than dividends payable solely in capitalstock of the Person making such dividend) on, 

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make any payment on account of, or set apart assetsfor a sinking or other analogous fund for, the purchase, redemption,defeasance, retirement or other acquisition of, any Stock of Holdings, theBorrower or any Subsidiary, whether now or hereafter outstanding, or make anyother distribution in respect thereof, either directly or indirectly, whetherin cash or property or in obligations of Holdings, the Borrower or anySubsidiary, or (b) make any payment or prepayment of principal, premium (ifany), interest, fees (including fees to obtain any waiver or consent inconnection with any Security) or other charges on, or redemption, purchase,retirement, defeasance, sinking fund or similar payment with respect to, any Indebtednessof Holdings, the Borrower or any of its Subsidiaries other than (w) payments onaccount of the Obligations, (x) any required payment, prepayment, redemption,retirement, purchase or other payment, in each case to the extent required tobe made by the terms of such Indebtedness and permitted by such terms aftergiving effect to any applicable subordination provisions, (y) any refinancingof Indebtedness expressly permitted by Section 6.2, and (z) any repayment ofIndebtedness secured by a Lien expressly permitted pursuant to Section 6.3(f)or (i) or on any property Disposed of pursuant to Section 6.5(e) that iseffected with the proceeds of such Disposition (collectively, “*Restricted Payments*”), except that:

(i)            anySubsidiary of the Borrower may make Restricted Payments directly or indirectlyto the Borrower or any Wholly Owned Subsidiary Guarantor and any Subsidiary ofthe Borrower which is not a Wholly Owned Subsidiary may pay dividends to itsshareholders generally so long as the Borrower or its respective Subsidiarywhich owns the equity interest or interests in such Subsidiary paying suchdividends receives at least its proportionate share thereof;

(ii)           theBorrower and Holdings may accrue management fees expressly permitted by thelast sentence of Section 6.9; *provided*, thatsuch accrued management fees shall not be payable or paid until all Obligationshave been repaid in full and all Commitments have been cancelled or terminated;

(iii)          priorto the Permitted Merger, Merisant Company may pay dividends to MerisantWorldwide or make loans to Merisant Worldwide to permit Merisant Worldwide topay:  (x) corporate overhead expensesincurred in the ordinary course of business; and (y) any taxes that are due andpayable by Merisant Worldwide and Merisant Company as part of a consolidated,combined or unitary group, *provided* thatthe aggregate amount of the payments in clauses (x) and (y) above shallnot  exceed $750,000 in any Fiscal Year;and (z) interest payments that are due and payable on the Senior SubordinatedDiscount Notes, *provided* that such payments shallonly be made on or after April 30, 2009;

(iv)          anyExcluded Foreign Subsidiary may make Restricted Payments directly or indirectlyto any other Excluded Foreign Subsidiary;

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(v)           Holdings, the Borrower or anySubsidiary thereof may make Restricted Payments of Indebtedness (other thanPermitted Additional Secured Indebtedness) in any Fiscal Year in an aggregateamount not to exceed Excess Cash Flow *minus* anymandatory prepayments made pursuant to Section 2.9(b);

(vi)          theBorrower may repay up to an aggregate of $2,000,000 per year of theIndebtedness under the SwissCo 2 Revolving Note; and

(vii)         Holdingsor the Borrower may, and may make such Restricted Payments necessary to (A)exchange for or (B) refinance, refund, repay, satisfy or defease with the NetCash Proceeds of, an Equity Issuance of its Capital Stock (other thanDisqualified Capital Stock), the Senior Subordinated Notes or SeniorSubordinated Discount Notes in an amount not to exceed the amount of Net CashProceeds of such Equity Issuance not otherwise required to prepay theObligations pursuant to Section 2.9, *provided* thatany such Capital Stock not consisting of common stock shall be HoldingsPermitted Preferred Stock;

(viii)        Holdings or the Borrower may, and may make such RestrictedPayments necessary to (A) issue, incur and/or exchange Permitted PIK Notes inexchange for Senior Subordinated Notes or Senior Subordinated Discount Notes or(B) refinance, refund, repay, satisfy or defease Senior Subordinated Notes orSenior Subordinated Discount Notes with the Net Cash Proceeds from theincurrence of Permitted PIK Notes; and

(ix)           theBorrower may, and may make such Restricted Payments necessary to (A) issue,incur and/or exchange Permitted Additional Secured Indebtedness in exchange forSenior Subordinated Notes or Senior Subordinated Discount Notes or (B)refinance, refund, repay, satisfy or defease Senior Subordinated Notes orSenior Subordinated Discount Notes with the Net Cash Proceeds from theincurrence of Permitted Additional Secured Indebtedness.

*provided*, *however*,that the Restricted Payments described in *clause (ii),(v), (vi),(vii), (viii) or (ix)* above shall not be permitted if a Default orEvent of Default shall have occurred and be continuing at the date ofdeclaration or payment thereof or would result therefrom.

6.7           Capital Expenditures.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, make orcommit to make any Capital Expenditure, except:

(a)           CapitalExpenditures of the Borrower and its Subsidiaries in the ordinary course ofbusiness not exceeding $12,000,000 in any Fiscal Year of the Borrower; *provided* that (i) up to $2,500,000 of any such amountreferred to above, if not so expended in 

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theFiscal Year for which it is permitted, may be carried over for expenditure inthe next succeeding Fiscal Year and (ii) Capital Expenditures made pursuant tothis clause (a) during any Fiscal Year shall be deemed made, *first*, in respect of amounts permitted for such Fiscal Yearas provided above and, *second*, inrespect of amounts carried over from the prior Fiscal Year pursuant tosubclause (i) above; and

(b)           additionalCapital Expenditures not otherwise permitted under this Section 6.7 not toexceed $12,000,000 in the aggregate.

6.8           Investments.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, makeany advance, loan, extension of credit (by way of guaranty or otherwise) orcapital contribution to, or purchase or otherwise acquire any Capital Stock,bonds, notes, debentures or other Securities of, or any assets constituting abusiness unit of, or make any other investment in, any Person (all of theforegoing, “*Investments*”) except:

(a)           extensionsof trade credit in the ordinary course of business;

(b)           investmentsin Cash Equivalents;

(c)           GuarantyObligations permitted by Section 6.2;

(d)           loans andadvances to employees of Holdings, the Borrower or any Subsidiary of theBorrower in the ordinary course of business (including for travel,entertainment and relocation expenses) that are not in violation of theSarbanes-Oxley Act in an aggregate amount for Holdings, the Borrower or anySubsidiary of the Borrower not to exceed $1,500,000 at any one timeoutstanding;

(e)           investmentsin assets useful in the business of the Borrower and its Subsidiaries made bythe Borrower or any of its Subsidiaries with the proceeds of any ReinvestmentDeferred Amount;

(f)            intercompanyInvestments by (i) Holdings, the Borrower or any of its Subsidiaries in theBorrower or any Person that, prior to and immediately after such Investment, isa Wholly Owned Subsidiary Guarantor; (ii) any Excluded Foreign Subsidiary inany other Excluded Foreign Subsidiary; and (iii) the Borrower or any SubsidiaryGuarantor in any Excluded Foreign Subsidiary, *provided,however*, that the aggregate outstanding amount of any Investmentspursuant to this subclause (f)(iii) shall not exceed $15,000,000 at any one timeoutstanding;

(g)           anyIndebtedness permitted by Section 6.2(b);

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(h)           inaddition to Investments otherwise expressly permitted by this Section,Investments by the Borrower or any of its Subsidiaries in an aggregate amount(valued at cost) not to exceed $12,500,000 per Fiscal Year and $37,500,000 inthe aggregate (in each case, less the applicable aggregate amount ofDispositions pursuant to Section 6.5(h)(ii)) during the period beginning on theClosing Date and ending on the Tranche B Term Loan Maturity Date; *provided*, *however*, thatin the case of any acquisition pursuant to an Investment permitted under thisSection 6.8(h), the cost of such Investment shall include the amount of anyIndebtedness permitted under Section 6.2(k) that is assumed by the Borrower orany of its Subsidiaries in connection with, or of any Person that becomes aWholly Owned Subsidiary as a result of, such acquisition;

(i)            loansmade by the Borrower to members of its senior management and evidenced bypromissory notes in an aggregate amount not exceeding the amount shown onSchedule 6.8 which is currently outstanding as of the Amendment Closing Date tothe extent such loans are not in violation of the Sarbanes-Oxley Act, *provided* that such promissory notes shall have been andshall be delivered to the Collateral Agent to be held in pledge for the benefitof the Secured Parties as Collateral under the Security Agreement;

(j)            Investmentsexisting on the Amendment Closing Date and disclosed on Schedule 6.8 by theBorrower or any Subsidiary Guarantor in any Excluded Foreign Subsidiary;

(k)           Investmentsby the Borrower or any Subsidiary thereof in the Stock of any Person that hasno equity owners immediately prior to such Investment and is a Wholly OwnedSubsidiary immediately after such Investment in an aggregate amount not toexceed $10,000 in the aggregate at any one time outstanding for all suchInvestments;

(l)            Investmentsto the extent permitted by Section 6.6(vii), (viii) and (ix) by Holdings or theBorrower in the Senior Subordinated Notes or Senior Subordinated Discount Notesin which such Senior Subordinated Notes or Senior Subordinated Discount Notes,respectively, are simultaneously cancelled with, and in the amount of, suchInvestment; and

(m)          Investmentsby the Borrower or any Subsidiary thereof, in an aggregate amount not to exceedthe lesser of (i) the net amount of cash recovery received by the Borrowerpursuant to the Borrower’s lawsuit against McNeil Nutritionals, LLC andMcNeil-PPC, Inc., wholly owned subsidiaries of Johnson & Johnson, beforethe U.S. District Court for the Eastern District of Pennsylvania (Civil ActionNo. 04-cv-5504), and (ii) $30,000,000, in connection with any acquisition ofproperty or series of related acquisitions of property (including by way of amerger or consolidation) that constitutes assets comprising all orsubstantially all of an operating unit of a business or constitutes all orsubstantially all of the common stock of a Person.

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6.9           Transactions with Affiliates.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, enterinto any transaction (including any purchase, sale, lease, transfer,assignment, exchange or other disposition or acquisition of property, anyrendering of any service, any payment of any management, advisory or similarfees, any merger or consolidation, any making of an Investment or any repaymentof any Indebtedness) with, or for the benefit of, any Affiliate of the Borrower(other than Holdings, the Borrower, or any Wholly Owned Subsidiary Guarantor)unless such transaction is (a) otherwise permitted under this Agreement, (b) inthe ordinary course of business of Holdings, the Borrower or such Subsidiary,as the case may be, and (c) upon fair and reasonable terms no less favorable toHoldings, the Borrower or such Subsidiary, as the case may be, than it wouldobtain in a comparable arm’s length transaction with a Person that is not anAffiliate.  Notwithstanding theforegoing, the Borrower and its Subsidiaries may accrue fees and expenses owedto the Sponsor and its Control Investment Affiliates fees and expenses approvedby the board of directors of the Borrower in an aggregate amount not to exceed$1,500,000 in any Fiscal Year of the Borrower.

6.10         Sales and Leasebacks.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, enterinto any arrangement with any Person providing for the leasing by Holdings, theBorrower or any Subsidiary of real or personal property that has been or is tobe sold or transferred by Holdings, the Borrower or such Subsidiary to suchPerson or to any other Person to whom funds have been or are to be advanced bysuch Person on the security of such property or rental obligations of Holdings,the Borrower or such Subsidiary unless (a) the sale or transfer is otherwisepermitted under Section 6.5, (b) the lease involved is permitted under Section6.2, (c) any related Lien is permitted under Section 6.3, and (d) anyInvestment related thereto is permitted under Section 6.8.

6.11         Changes in Fiscal Periods.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, (a)permit the Fiscal Year of the Borrower to end on a day other than December 31or (b) change in any material respect its accounting treatment and reportingpractices or tax reporting treatment, except as required or permitted by GAAPor any Requirement of Law and disclosed to the Administrative Agent.

6.12         Negative Pledge Clauses.  Each of the Borrower and Holdings will not,and will not permit any of its Subsidiaries to, directly or indirectly, enterinto or suffer to exist or become effective any agreement that prohibits orlimits the ability of Holdings, the Borrower or any of their respectiveSubsidiaries to create, incur, assume or suffer to exist any Lien upon any ofits property or revenues, whether now owned or hereafter acquired, to secureits obligations under the Loan Documents to which it is a party, including anyagreement which requires other Indebtedness or Contractual Obligation to beequally and ratably secured with any Lien securing the Obligations, other than(a) this Agreement and the other Loan Documents, Liens pursuant to Section6.3(m), and the Junior Lien Documents (*provided, however*,that any such restriction or limitation in any such Liens pursuant to Section6.3(m) or Junior Lien Document is not more onerous or restrictive than thosecontained in the Loan Documents) and (b) any agreements governing any purchasemoney Liens or Capital Lease Obligations otherwise permitted hereby (in whichcase, any prohibition or limitation shall only be effective against the assetsfinanced thereby).

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6.13         Clauses Restricting SubsidiaryDistributions.  Each of the Borrowerand Holdings will not, and will not permit any of its Subsidiaries to, directlyor indirectly, enter into or suffer to exist or become effective any consensualencumbrance or restriction on the ability of any Subsidiary of the Borrower to(a) make Restricted Payments in respect of any Stock of such Subsidiary heldby, or pay any Indebtedness owed to, the Borrower or any other Subsidiary ofthe Borrower, (b) make loans or advances to, or other Investments in, theBorrower or any other Subsidiary of the Borrower or (c) transfer any of itsassets to the Borrower or any other Subsidiary of the Borrower, except for suchencumbrances or restrictions existing under or by reason of (i) anyrestrictions existing under the Loan Documents and the Junior Lien Documents (*provided*, *however*, thatany such restriction or limitation in any such other Junior Lien Document isnot more onerous or restrictive than those contained in the Loan Documents) and(ii) any customary restrictions with respect to a Subsidiary imposed pursuantto an agreement that has been entered into in connection with a Disposition ofall or substantially all of the Capital Stock or assets of such Subsidiarypending the closing of such Disposition, so long as such restrictions applyonly to the Subsidiary that is to be sold (or whose assets are to be sold) andsuch Disposition is otherwise permitted hereunder.

6.14         Lines of Business; Activities ofSubsidiaries Owning Capital Stock of Excluded Foreign Subsidiaries andActivities of Merisant Spain and Merisant Netherlands.

(a)           Each ofthe Borrower and Holdings will not, and will not permit any of its Subsidiariesto, directly or indirectly, enter into any business, either directly or throughany Subsidiary, except for those businesses in which the Borrower and itsSubsidiaries are engaged on the date of this Agreement or that are reasonablyrelated thereto, including licensing of intellectual property.

(b)           NeitherMFH (nor any other Subsidiary of Holdings that directly owns Stock of anExcluded Foreign Subsidiary), shall, and Holdings and Borrower will not permitany such Subsidiary to, (i) engage in any business or operations, other thanthe ownership of shares of Capital Stock of Merisant Spain, MerisantNetherlands, and SwissCo 2 and qualifying shares of any other Excluded ForeignSubsidiaries, (ii) own, lease, manage or otherwise operate any properties orassets other than incidental to such ownership, or (iii) incur, assume orsuffer to exist any Indebtedness or other liabilities or financial obligations,except (x) nonconsensual obligations imposed by operation of law, (y) pursuantto the Loan Documents to which it is a party and (z)  other Indebtedness permitted to be incurredby it under Section 6.2.

(c)           MerisantSpain will not, and Holdings and Borrower will not permit Merisant Spain to,(i) engage in any business or operations other than those incidental to itsownership of the Capital Stock of the Merisant Netherlands, (ii) own, lease,manage or otherwise operate any properties or assets other than incidental tosuch ownership, or (iii) incur, assume or suffer to exist any Indebtedness orother liabilities or financial obligations, except (x) nonconsensualobligations imposed by operation of law, and (y)  other Indebtedness permitted to be incurredby it under Section 6.2.

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6.15         Modification of SubordinatedAgreements.

(a)           Each ofthe Borrower and Holdings will not, and will not permit any of its Subsidiariesto, directly or indirectly, change or amend the terms of the SeniorSubordinated Notes (or the Senior Subordinated Notes Indenture or any otheragreement in connection therewith) or the Senior Subordinated Discount Notes(or the Senior Subordinated Discount Notes Indenture or any other agreement inconnection therewith) or any documents or agreements governing PermittedAdditional Secured Indebtedness, Permitted Unsecured PIK Notes, PermittedJunior Lien PIK Notes or Permitted PIK Notes if the effect of such amendment isto: (i) increase the interest rate on such debt (other than to provide for thepayment in kind in lieu of cash of any portion of the interest or fees of suchIndebtedness); (ii) change the dates upon which payments of principal orinterest are due on such debt other than to extend such dates; (iii) change anydefault or event of default other than to delete or make less restrictive anydefault provision therein or extend the grace period related thereto; (iv)change the redemption or prepayment provisions of such debt other than toextend the dates therefor or to reduce the premiums payable in connectiontherewith; (v) change the subordination provisions thereof; or (vi) change oramend any other term if such change or amendment, together with all otherchanges and amendments made, would materially increase the obligations of theobligor or confer additional material rights to the holder of such debt whichwould be adverse to Holdings, the Borrower, any of its Subsidiaries, theAdministrative Agent or any Lender.

(b)           TheBorrower shall not designate, or permit the designation of, any Indebtedness(other than under the Loan Documents or the Permitted Additional SecuredIndebtedness or any permitted refinancing, refunding, renewal, or extensionthereof) as “Designated Senior Indebtedness” for the purpose of the definitionof the same or the subordination provisions contained in the SeniorSubordinated Note Indenture, the Senior Subordinated Discount Note Indenture orany permitted refinancing or successive refinancing of either without theconsent of the Administrative Agent.

6.16         Post Closing Deliveries. Each ofHoldings and the Borrower will not, and will not permit any of its Subsidiariesto, directly or indirectly, fail to (a) deliver to the Administrative Agent orthe Collateral Agent, as applicable each item set forth in Schedule 6.16, inform and substance reasonably satisfactory to the Administrative Agent and theCollateral Agent (together with each certificate or other document ancillarythereto and reasonably requested by the Administrative Agent or the CollateralAgent, as applicable) and (b) perform each action set forth in Schedule 6.16 ina manner reasonably satisfactory to the Administrative Agent and the CollateralAgent (together with each ancillary action reasonably requested by theAdministrative Agent or the Collateral Agent, as applicable to be performed byany Loan Party in connection therewith), in each case within the periods setforth opposite each such item or action on such Schedule (or such otherreasonable period agreed by the Administrative Agent or Collateral Agent, asapplicable, in respect of any such item or action).

6.17         Restriction Regarding New Ventures.  Each of Holdings and the Borrower will not,and will not permit any of their respective Subsidiaries to, directly orindirectly, make or incur any expenditures, including without limitationoverhead, in connection with, or permit 

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any of their employees or management to devote any oftheir time to, the development, marketing, manufacturing, or distribution ofany products (including, without limitation, sweetener products), or any otherrelated or similar function, unless all proprietary rights to such products arewholly owned by the Borrower, Sweet Simplicity JV or a Wholly Owned Subsidiaryof Borrower; *provided* that this Section 6.17shall not apply to (a) transactions with entities that are not Affiliates ofthe Borrower and that are consistent with practices in the ordinary course ofthe Borrower’s the business or otherwise consistent with the Borrower’sexisting manufacturing production methods, lines of business, and products or(b) Investments in Joint Ventures to the extent permitted pursuant to Section6.8(h).  Notwithstanding the foregoing,this Section shall not be deemed to limit ownership of proprietary rights byMerisant Sweetener (Philippines), Inc. (“*Merisant**Philippines”*) and wholly owned Subsidiaries of MerisantPhilippines pertaining to conduct of business in the Philippines.

6.18         Permitted Additional SecuredIndebtedness; Intercreditor Agreement.

(a)           JuniorLien Credit Documents.  Subject tothe terms of an intercreditor agreement, each of the Borrower and Holdingsagree, on behalf of itself and on behalf of each of the other Loan Parties thatno Junior Lien Document will (i) in the case of Permitted PIK Notes, providefor loans in an aggregate principal amount greater than $85,000,000 (ii)contravene the provisions of such intercreditor agreement, (iii) provide forcovenants, representations and warranties, events of default, rights orremedies which are in the aggregate on terms less favorable to the Lenders, or(iv) provide for collateral securing Indebtedness thereunder which is moreextensive than the Collateral, or provide for guaranties from Subsidiaries orother Persons that are not required to deliver Guaranties under this Agreement,unless in each case such collateral or guaranty is also provided to theAdministrative Agent or the Collateral Agent for the benefit of the Lenders.

(b)           *Rights in Respect of Collateral*.  Each of the Borrower and Holdings agree, onbehalf of itself and on behalf of each of the other Loan Parties, that (i) inthe event that Borrower, Holdings or any other Loan Party enters into or is aparty to any agreement relating to Collateral that gives holders of PermittedAdditional Secured Indebtedness (or any agent acting on their behalf) anyrights, benefits or interests that are not given to the Administrative Agent orthe Collateral Agent acting for the benefit of the Lenders, then the Borrower,Holdings or such other Loan Party, as applicable, shall notify theAdministrative Agent and the Collateral Agent thereof and shall enter into suchadditional agreements as may be requested by the Administrative Agent and theCollateral Agent in order to give to the Administrative Agent and theCollateral Agent rights, benefits and interests that are not less than thosegiven to the holders of Permitted Additional Secured Indebtedness (or any agentacting on their behalf), and (ii) in the event that any of the PermittedAdditional Secured Documents give to holders of Permitted Additional SecuredIndebtedness (or any agent acting on their behalf) any rights, benefits orinterests relating to Collateral that the Administrative Agent does not havepursuant to the Collateral Documents, then the applicable Collateral Documentsshall be automatically amended so as to give to the Administrative Agent suchrights, and the Administrative Agent shall have such rights to the same extentas such holders of Permitted Additional Secured Indebtedness (or agent actingon their behalf).

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(c)           Amendmentsto Junior Lien Documents.  TheBorrower and Holdings will not, and will not permit any of their respectiveSubsidiaries to enter into any amendment to any Junior Lien Document or enterinto any new Junior Lien Document other than in accordance with the applicableintercreditor agreement.  The Borrowershall provide a copy of any such amendment or new Junior Lien Documentsubstantially concurrently with the closing thereof.

**ARTICLE7EVENTS OF DEFAULT**

7.1           Events of Default.  Each of the following events shall be anEvent of Default:

(a)           theBorrower or any successor shall fail to pay any principal of any Loan orReimbursement Obligation when due in accordance with the terms hereof; or theBorrower (or any successor) shall fail to pay any interest on any Loan orReimbursement Obligation, or any other amount payable hereunder or under anyother Loan Document, within five days after any such interest or other amountbecomes due in accordance with the terms hereof or thereof (after giving effectto any grace period specified herein or therein with respect thereto); or

(b)           anyrepresentation or warranty made or deemed made by any Loan Party herein or inany other Loan Document or that is contained in any certificate, document orfinancial or other statement furnished by it at any time under or in connectionwith this Agreement or any such other Loan Document shall prove to have beeninaccurate in any material respect on or as of the date made or deemed made; or

(c)           (i) anyLoan Party shall default in the observance or performance of any agreementcontained in clause (i) or (ii) of Section 5.4(a) (with respect to Holdings orthe Borrower only), Section 5.7(a) or Article 6 of this Agreement (other thanSections 6.12 and 6.13 to the extent such default is a result of the activitiesof such Loan Party’s Joint Venture) or Section 4.3 or Section 4.4(c) of theSecurity Agreement or (ii) an “*Event of Default*”under and as defined in any Mortgage shall have occurred and be continuing; or

(d)           any LoanParty shall default in the observance or performance of any other agreementcontained in this Agreement or any other Loan Document (other than as providedin paragraphs (a) through (c) of this Section), and such default shall continueunremedied for a period of 30 days after notice to the Borrower (or anysuccessor) from the Administrative Agent or any Lender; or

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(e)           Holdings,the Borrower or any of its Subsidiaries shall (i) default in making any paymentof any principal of any Indebtedness (including any Guaranty Obligation, butexcluding the Loans) on the due date with respect thereto (after giving effectto any grace period with respect thereto); or (ii) default in making anypayment of any interest on any such Indebtedness beyond the period of grace, ifany, provided in the instrument or agreement under which such Indebtedness wascreated; or (iii) default in the observance or performance of any otheragreement or condition relating to any such Indebtedness or contained in anyinstrument or agreement evidencing, securing or relating thereto, or any otherevent or condition shall occur or condition exist, if (in the case of thisclause (iii)) the effect of such default or other event or condition is tocause, or to permit the holder or beneficiary of such Indebtedness (or atrustee or agent on behalf of such holder or beneficiary) to cause, suchIndebtedness to become due prior to its stated maturity or (in the case of anysuch Indebtedness constituting a Guaranty Obligation) to become payable; *provided* that a default, event or condition described inclause (i), (ii) or (iii) of this paragraph (e) shall not at any timeconstitute an Event of Default unless, at such time, one or more defaults,events or conditions of the type described in clauses (i), (ii) and (iii) ofthis paragraph (e) shall have occurred and be continuing with respect toIndebtedness the outstanding principal amount of which exceeds in the aggregate$5,000,000; or

(f)            (i)Holdings, the Borrower or any of its Significant Subsidiaries shall commence anycase, proceeding or other action (A) under any existing or future law of anyjurisdiction, domestic or foreign, relating to bankruptcy, insolvency,reorganization or relief of debtors, seeking to have an order for reliefentered with respect to it, or seeking to adjudicate it bankrupt or insolvent,or seeking reorganization, arrangement, adjustment, winding up, liquidation,dissolution, composition or other relief with respect to it or its debts, or(B) seeking appointment of a receiver, trustee, custodian, conservator or othersimilar official for it or for all or any substantial part of its assets, orHoldings, the Borrower or any of its Significant Subsidiaries shall make ageneral assignment for the benefit of its creditors; or (ii) there shall be commencedagainst Holdings, the Borrower or any of its Significant Subsidiaries any case,proceeding or other action of a nature referred to in clause (i) above that (A)results in the entry of an order for relief or any such adjudication orappointment or (B) remains undismissed, undischarged or unbonded for a periodof 60 days; or (iii) there shall be commenced against Holdings, the Borrower orany of its Significant Subsidiaries any case, proceeding or other actionseeking issuance of a warrant of attachment, execution, distraint or similarprocess against all or any substantial part of its assets that results in theentry of an order for any such relief that shall not have been vacated,discharged, or stayed or bonded pending appeal within 60 days from the entrythereof; or (iv) Holdings, the Borrower or any of its Significant Subsidiariesshall take any action in furtherance of, or indicating its consent to, approvalof, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)above; or (v) Holdings, the Borrower or any of its Significant Subsidiariesshall generally not, or shall be unable to, or shall admit in writing itsinability to, pay its debts as they become due; or

(g)           (i) anyPerson shall engage in any “prohibited transaction” (as defined in Section 406of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulatedfunding deficiency” (as defined in Section 302 of ERISA), whether or notwaived, shall exist with respect to any Plan or any Lien in favor of the PBGC ora Plan shall arise on the 

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assetsof the Borrower (or any successor) or any ERISA Affiliate, (iii) a ReportableEvent shall occur with respect to, or proceedings shall commence to have atrustee appointed, or a trustee shall be appointed, to administer or toterminate, any Single Employer Plan, which Reportable Event or commencement ofproceedings or appointment of a trustee is, in the reasonable opinion of theRequisite Lenders, likely to result in the termination of such Plan forpurposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminatefor purposes of Title IV of ERISA, (v) the Borrower (or any successor) or anyERISA Affiliate shall, or in the reasonable opinion of the Requisite Lenders islikely to, incur any liability in connection with a withdrawal from, or theInsolvency or Reorganization of, a Multiemployer Plan or (vi) any other eventor condition shall occur or exist with respect to a Plan, which event orcondition specified in any of clauses (i) through (v) above, together with allother such events or conditions, if any, could, in the reasonable judgment ofthe Requisite Lenders, reasonably be expected to have a Material AdverseEffect; or

(h)           one ormore judgments or decrees shall be entered against Holdings, the Borrower orany of its Subsidiaries involving in the aggregate a liability (not paid orfully covered by insurance as to which the relevant insurance company hasacknowledged coverage) of $5,000,000 or more, and all such judgments or decreesshall not have been vacated, discharged, stayed or bonded pending appeal within30 days after the entry thereof; or

(i)            any ofthe Collateral Documents shall cease, for any reason, to be in full force andeffect, or any Loan Party, any Affiliate of any Loan Party, any other party theretoor any holders of Permitted Additional Secured Indebtedness (or any agent forsuch holders) shall so assert or shall contest the validity, perfection orpriority of any Lien in any Collateral purported to be covered thereby, or anyLien created by any of the Collateral Documents shall cease to be enforceableand of the same effect and priority purported to be created thereby, or anyholders of Permitted Additional Secured Indebtedness (or any agent for suchholders) fail to comply with the terms of the applicable intercreditoragreement, in any material respect; or

(j)            theguaranty of any Guarantor contained in the Guaranty shall cease, for anyreason, to be in full force and effect or any Loan Party or any Affiliate ofany Loan Party shall so assert; or

(k)           either (i)so long as the LLC exists, (x) the Sponsor shall cease to have the power tovote or direct the appointment of a majority of the board of managers or othergoverning body of the LLC (determined on a fully diluted basis), (y) the LLCshall cease to have the power to vote or direct the voting of securities havinga majority of the ordinary voting power for the election of directors ofHoldings (or any successor) (determined on a fully diluted basis), or (z) theLLC shall cease to own and control, of record and beneficially, at least66-2/3% (exclusive of the effect of any ownership or control by the PermittedNoteholder Investors) of each class of outstanding Capital Stock of Holdings(or any successor) free and clear of all Liens (except Liens created by theSecurity Agreement) or (ii) in any case where the LLC no longer exists, thePermitted Investors shall cease to have the power to vote or direct the votingof 

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securitieshaving a majority of the ordinary voting power for the election of directors ofHoldings (or any successor) (determined on a fully diluted basis); or

(l)            (i) thePermitted Investors shall cease to own of record and beneficially, directly orindirectly, an amount of common stock of Holdings (or any successor) equal toat least 66-2/3% (exclusive of the effect of any ownership by the PermittedNoteholder Investors) of the amount of common stock of Holdings (or anysuccessor) owned, directly or indirectly, by the Permitted Investors as of theFormation Date; (ii) any “person” or “group” (as such terms are used inSections 13(d) and 14(d) of the Exchange Act), excluding the LLC, PermittedNoteholder Investors and Permitted Investors, shall become, or obtain rights(whether by means or warrants, options or otherwise) to become, the “beneficialowner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),directly or indirectly, of more than 33-1/3% of the outstanding common stock ofHoldings (or any successor); (iii) the board of directors of Holdings (or anysuccessor) shall cease to consist of a majority of Continuing Directors; (iv)prior to the Permitted Merger, Merisant Worldwide shall cease to own andcontrol, of record and beneficially, directly, 100% of each class ofoutstanding Capital Stock of Merisant Company free and clear of all Liens(except Liens created by the Security Agreement); or (v) any “Change of Control”as defined in the Senior Subordinated Notes Indenture or Senior SubordinatedDiscount Notes Indenture, so long as such applicable indenture shall be in fullforce and effect, shall have occurred or exist, other than any such “Change ofControl” as has been waived or amended or with respect to which the holders ofIndebtedness under such applicable indenture have agreed not to enforce theirremedies relating to the occurrence or existence of such “Change of Control”,all in accordance with the terms and conditions of such applicable indenture;or

(m)          prior tothe Permitted Merger and except to the extent otherwise expressly permitted inthis Agreement, Merisant Worldwide shall (i) conduct, transact or otherwiseengage in, or commit to conduct, transact or otherwise engage in, any businessor operations other than those incidental to its ownership of the Capital Stockof Merisant Company, (ii) incur, create, assume or suffer to exist anyIndebtedness or other liabilities or financial obligations, except (x)nonconsensual obligations imposed by operation of law, (y) pursuant to the LoanDocuments to which it is a party and (z) obligations with respect to its Capital Stock, the Permitted PIK Notesof the Senior Subordinated Discount Notes, or (iii) own, lease, manage orotherwise operate any properties or assets (including cash (other than cashreceived in connection with dividends made by Merisant Company in accordancewith Section 6.6 pending application in the manner contemplated by saidSection) and cash equivalents) other than ownership of shares of Stock ofMerisant Company; or

(n)           an eventof default shall occur under any Junior Lien Document.

7.2           Remedies.  During the continuance of any Event ofDefault, the Administrative Agent (i) may, and shall at the request of theRequisite Lenders, by notice to the Borrower (or any successor) declare thatall or any portion of the Commitments be terminated, whereupon the obligationof each Lender to make any Loan and each Issuer to issue any Letter of Creditshall immediately terminate, or (ii) may and shall at the request of theRequisite 

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Lenders, by notice to the Borrower (or any successor),declare the Loans, all interest thereon and all other amounts and Obligationspayable under this Agreement or the other Loan Documents (other than anyObligations with respect to Hedging Contracts) to be forthwith due and payable,whereupon the Loans, all such interest and all such amounts and Obligationsshall become and be forthwith due and payable, without presentment, demand,protest or further notice of any kind, all of which are hereby expressly waivedby the Borrower (or any successor); *provided*, *however*, that upon the occurrence of the Event of Defaultspecified in Section 7.1(f) in connection with any Loan Party, (A) theCommitments of each Lender to make Loans and of each Lender and Issuer to issueor participate in Letters of Credit shall automatically be terminated and (B)the Loans, all such interest and all such amounts and Obligations (other thanany Obligations with respect to Hedging Contracts) shall automatically becomeand be due and payable, without presentment, demand, protest or any notice ofany kind, all of which are hereby expressly waived by the Borrower (or anysuccessor).  In addition to the remediesset forth above, the Administrative Agent or the Collateral Agent, asapplicable may exercise any remedies provided for by the Collateral Documents inaccordance with the terms thereof or any other remedies provided by applicablelaw.

7.3           Actions in Respect of Letters ofCredit.  Upon the Revolving CreditTermination Date or as required by Section 2.9, the Borrower (or any successor)shall pay to the Administrative Agent in immediately available funds at theAdministrative Agent’s office referred to in Section 9.8, for deposit in a CashCollateral Account an amount, which when combined with any amounts thereinpreviously deposited in accordance with clause (x)(B)(ii) or clause (y)(B)(ii)of Section 2.4(b), equals the sum of all outstanding Letter of CreditObligations. The Administrative Agent may, from time to time after funds are sodeposited in such Cash Collateral Account, apply such funds then held in suchCash Collateral Account to the payment of any amounts, in accordance withSection 2.13(f), as shall have become or shall become due and payable by theBorrower (or any successor) to the Issuers or Revolving Credit Lenders inrespect of the Letter of Credit Obligations. The Administrative Agent shallpromptly give the Borrower (or any successor) written notice of any suchapplication; *provided*, *however*,that the failure to give such written notice shall not invalidate any suchapplication; *provided**further*that all amounts on deposit in the Cash Collateral Account (other than thosedeposited in accordance with clause (x)(B)(ii) or clause (y)(B)(ii) of Section2.4(b) or Section 2.9(f)) at any time shall promptly be paid to the Borrower(or any successor) if no Event of Default shall be continuing at such time.

**ARTICLE8THE ADMINISTRATIVE AGENT; THE COLLATERAL AGENT; AND THE AGENTS**

8.1           Authorization And Action.

(a)           EachLender and each Issuer hereby appoints Credit Suisse as the AdministrativeAgent hereunder and Credit Suisse hereby accepts such appointment.  Each 

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Lenderand each Issuer hereby appoints Credit Suisse, as the Collateral Agenthereunder and Credit Suisse, hereby accepts such appointment.  Each Lender and each Issuer authorizes theAdministrative Agent and Collateral Agent to take such action as agent on itsbehalf and to exercise such powers under this Agreement and the other LoanDocuments, as applicable, as are delegated to the Administrative Agent andCollateral Agent under such agreements and to exercise such powers as arereasonably incidental thereto. Without limitation of the foregoing, each Lenderand each Issuer hereby authorizes the Administrative Agent and Collateral Agentto execute and deliver, and to perform its obligations under, each of the LoanDocuments to which the Administrative Agent or Collateral Agent is a party andto exercise all rights, powers and remedies that the Administrative Agent orCollateral Agent may have under such Loan Documents and that under the CollateralDocuments the Collateral Agent is acting as agent for the Lenders, Issuers andthe other Secured Parties.

(b)           As to anymatters not expressly provided for by this Agreement and the other LoanDocuments (including enforcement or collection), the Administrative Agent andCollateral Agent shall not be required to exercise any discretion or take anyaction, but shall be required to act or to refrain from acting (and shall befully protected in so acting or refraining from acting) upon the instructions ofthe Requisite Lenders, and such instructions shall be binding upon all Lendersand Issuers; *provided, however*, that theAdministrative Agent or Collateral Agent shall not be required to take anyaction which (i) the Administrative Agent or Collateral Agent in goodfaith believes exposes it to personal liability unless the Administrative Agentor Collateral Agent, as applicable, receives an indemnification satisfactory toit from the Lenders with respect to such action or (ii) is contrary to thisAgreement or applicable law. The Administrative Agent and Collateral Agentagree to give to each Lender prompt notice of each notice given to it by anyLoan Party pursuant to the terms of this Agreement or the other Loan Documents.

(c)           Inperforming their functions and duties hereunder and under the other LoanDocuments, the Administrative Agent and Collateral Agent are acting solely onbehalf of the Lenders and Issuers and their duties are entirely administrativein nature. Each of the Administrative Agent and Collateral Agent does notassume and shall not be deemed to have assumed any obligation other than asexpressly set forth herein and in the other Loan Documents or any otherrelationship as the agent, fiduciary or trustee of or for any Lender, Issuer orholder of any other Obligation. Each of the Administrative Agent and CollateralAgent may perform any of its duties under any of the Loan Documents by orthrough its agents or employees.

(d)           Notwithstandinganything to the contrary contained in this Agreement, the Arrangers and thedocumentation agent is a Lender designated as an Arranger, or documentationagent, as applicable, for title purposes only and in such capacity shall haveno obligations or duties whatsoever under this Agreement or any other LoanDocument to any Loan Party or any Lender or Issuer and shall have no rightsseparate from its rights as a Lender except as expressly provided in thisAgreement.

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8.2           Administrative Agent’s andCollateral Agent’s Reliance, Etc. Neither the Administrative Agent, the Collateral Agent nor any of theirAffiliates or any of the respective directors, officers, agents or employees ofthe Administrative Agent, the Collateral Agent or any such Affiliate shall beliable for any action taken or omitted to be taken by it, him, her or themunder or in connection with this Agreement or the other Loan Documents, exceptfor its, his, her or their own gross negligence or willful misconduct. Withoutlimiting the foregoing, the Administrative Agent and the Collateral Agent (a)may treat the payee of any Note as its holder until such Note has been assignedin accordance with Section 9.2; (b) may rely on the Register to the extent setforth in Section 9.2(d); (c) may consult with legal counsel (including counselto the Borrower or any other Loan Party), independent public accountants andother experts selected by it and shall not be liable for any action taken oromitted to be taken in good faith by it in accordance with the advice of suchcounsel, accountants or experts; (d) makes no warranty or representation to anyLender or Issuer and shall not be responsible to any Lender or Issuer for anystatements, warranties or representations made by or on behalf of the Borroweror any of its Subsidiaries in or in connection with this Agreement or any ofthe other Loan Documents; (e) shall not have any duty to ascertain or toinquire either as to the performance or observance of any of the terms,covenants or conditions of this Agreement or any of the other Loan Documents orthe financial condition of any Loan Party, or the existence or possibleexistence of any Default or Event of Default; (f) shall not be responsible toany Lender or Issuer for the due execution, legality, validity, enforceability,genuineness, sufficiency or value of, or the attachment, perfection or priorityof any Lien created or purported to be created under or in connection with,this Agreement or any of the other Loan Documents or any other instrument ordocument furnished pursuant hereto or thereto; and (g) shall incur no liabilityunder or in respect of this Agreement or any of the other Loan Documents byacting upon any notice, consent, certificate or other instrument or writing(which may be by telecopy or electronic mail) or any telephone message believedby it to be genuine and signed or sent by the proper party or parties.

8.3           The Administrative AgentIndividually. With respect to its Ratable Portion, Credit Suisse shall haveand may exercise the same rights and powers hereunder and is subject to thesame obligations and liabilities as and to the extent set forth herein for anyother Lender. The terms “Lenders” or “Requisite Lenders” or any similar termsshall, unless the context clearly otherwise indicates, include theAdministrative Agent in its individual capacity as a Lender or as one of theRequisite Lenders. Credit Suisse and its Affiliates may accept deposits from,lend money to, and generally engage in any kind of banking, trust or otherbusiness with any Loan Party as if it were not acting as the Administrative Agent.

8.4           Lender Credit Decision. EachLender and each Issuer acknowledges that it shall, independently and withoutreliance upon the Administrative Agent or any other Lender conduct its ownindependent investigation of the financial condition and affairs of theBorrower and each other Loan Party in connection with the making andcontinuance of the Loans and with the issuance of the Letters of Credit.  Each Lender and each Issuer also acknowledgesthat it will, independently and without reliance upon the Administrative Agentor any other Lender and based on such documents and information as it shalldeem appropriate at the time, continue to make its own credit decisions intaking or not taking action under this Agreement and other Loan Documents.

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8.5                                 Indemnification.Each Lender and Issuer agrees to indemnify the Administrative Agent, theCollateral Agent and each of their Affiliates, and each of their respectivedirectors, officers, employees, agents and advisors (to the extent notreimbursed by the Borrower), from and against such Lender’s or Issuer’saggregate Ratable Portion of any and all liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses anddisbursements (including reasonable fees and disbursements of legal counsel) ofany kind or nature whatsoever which may be imposed on, incurred by, or assertedagainst, the Administrative Agent, the Collateral Agent or any of theirAffiliates, directors, officers, employees, agents and advisors in any wayrelating to or arising out of this Agreement or the other Loan Documents or anyaction taken or omitted by the Administrative Agent or the Collateral Agentunder this Agreement or the other Loan Documents; *provided*,*however*, that no Lender or Issuer shallbe liable for any portion of such liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursementsresulting from the Administrative Agent’s, the Collateral Agent’s or suchAffiliate’s gross negligence or willful misconduct. Without limiting theforegoing, each Lender and Issuer agrees to reimburse the Administrative Agentor the Collateral Agent promptly upon demand for its Ratable Portion of anyout-of-pocket expenses (including reasonable fees and disbursements of legalcounsel) incurred by the Administrative Agent or Collateral Agent in connectionwith the preparation, execution, delivery, administration, modification,amendment or enforcement (whether through negotiations, legal proceedings orotherwise) of, or legal advice in respect of its rights or responsibilitiesunder, this Agreement or the other Loan Documents, to the extent that theAdministrative Agent or Collateral Agent is not reimbursed for such expenses bythe Borrower or any other Loan Party.

8.6                                 SuccessorAdministrative Agent or Collateral Agent. The Administrative Agent or Collateral Agent may resign at any time bygiving written notice thereof to the Lenders and the Borrower. Upon any suchresignation, the Requisite Lenders shall have the right to appoint a successorAdministrative Agent or Collateral Agent, as applicable. If no such successorAdministrative Agent or Collateral Agent shall have been so appointed by theRequisite Lenders, and shall have accepted such appointment, within 30 days afterthe retiring Administrative Agent’s or Collateral Agent’s giving of notice ofresignation, then the retiring Administrative Agent or Collateral Agent may, onbehalf of the Lenders, appoint a successor Administrative Agent or CollateralAgent, as applicable, selected from among the Lenders.  The Administrative Agent or Collateral Agentmay be replaced at any time by the Requisite Lenders by giving written noticethereof to the Administrative Agent, the Collateral Agent and the Borrower.Upon any such replacement, the Requisite Lenders shall have the right toappoint a successor Administrative Agent or Collateral Agent, as applicable. Ifno such successor Administrative Agent or Collateral Agent shall have been soappointed by the Requisite Lenders, and shall have accepted such appointment,within 30 days after the giving of notice of such replacement, then thereplaced Administrative Agent or Collateral Agent may, on behalf of theLenders, appoint a successor Administrative Agent or Collateral Agent, as applicable,selected from among the Lenders.  In eachcase above, such appointment shall be subject to the prior written approval ofthe Borrower (which approval may not be unreasonably withheld and shall not berequired upon the occurrence and during the continuance of an Event ofDefault). Upon the acceptance of any appointment as Administrative Agent orCollateral Agent by a successor Administrative Agent or Collateral Agent, asapplicable, such successor Administrative Agent or Collateral Agent shall succeedto and become vested with all the rights, powers, privileges and duties of theretiring

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Administrative Agent or Collateral Agent, asapplicable and such retiring or replaced Administrative Agent or CollateralAgent shall be discharged from its duties and obligations under this Agreementand the other Loan Documents. Prior to any retiring Administrative Agent’s orCollateral Agent’s resignation hereunder as Administrative Agent or CollateralAgent, respectively, such retiring or replaced Administrative Agent orCollateral Agent shall take such action as may be reasonably necessary toassign to the successor Administrative Agent or Collateral Agent, asapplicable, its rights as Administrative Agent or Collateral Agent,respectively, under the Loan Documents. After such resignation, the retiring orreplaced Administrative Agent or Collateral Agent shall continue to have thebenefit of this Article 8 as to any actions taken or omitted to be taken by itwhile it was Administrative Agent or Collateral Agent under this Agreement andthe other Loan Documents.

8.7                                 Concerningthe Collateral and the Collateral Documents.

(a)                                  Each Lender and each Issuer agreesthat any action taken by the Administrative Agent, Collateral Agent or theRequisite Lenders (or, where required by the express terms of this Agreement, agreater proportion of the Lenders) in accordance with the provisions of thisAgreement or of the other Loan Documents, and the exercise by theAdministrative Agent, Collateral Agent or the Requisite Lenders (or, where sorequired, such greater proportion) of the powers set forth herein or therein,together with such other powers as are reasonably incidental thereto, shall beauthorized and binding upon all of the Lenders and other Secured Parties. Withoutlimiting the generality of the foregoing, the Collateral Agent shall have thesole and exclusive right and authority to (i) act as the disbursing andcollecting agent for the Lenders and the Issuers with respect to all paymentsand collections arising in connection herewith and with the CollateralDocuments; (ii) execute and deliver each Collateral Document and acceptdelivery of each such agreement delivered by the Borrower or any of itsSubsidiaries; (iii) act as collateral agent for the Lenders, the Issuers andthe other Secured Parties for purposes of the perfection of all securityinterests and Liens created by such agreements and all other purposes statedtherein;*provided, however*, that the CollateralAgent hereby appoints, authorizes and directs each Lender to act as collateralsub-agent for the Collateral Agent, the Lenders and the Issuers for purposes ofthe perfection of all security interests and Liens with respect to the Borrower’sand its Subsidiaries’ respective deposit accounts maintained with, and cash andCash Equivalents held by, such Lender or such Issuer; (iv) manage, superviseand otherwise deal with the Collateral; (v) take such action as isnecessary or desirable to maintain the perfection and priority of the securityinterests and Liens created or purported to be created by the CollateralDocuments; (vi) take all such action as is necessary to release any SubsidiaryGuarantor or Holdings from its obligations under the Guaranty in connectionwith a Disposition (other than to a Loan Party) permitted pursuant to a waiveror consent of a transaction otherwise prohibited by this Agreement; and (vii)except as may be otherwise specifically restricted by the terms hereof or ofany other Loan Document, exercise all remedies given to the AdministrativeAgent, the Collateral Agent, the Lenders, the Issuers and the other SecuredParties with respect to the Collateral under the Loan Documents relatingthereto, applicable law or otherwise.

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(b)                                 Each of the Lenders and the Issuershereby directs, in accordance with the terms hereof, the Administrative Agentto release (or, in the case of clause (ii) below, release or subordinate) anyLien held by the Administrative Agent for the benefit of the Lenders and theIssuers:

(i)                                     against all of the Collateral, upon terminationof the Commitments and payment and satisfaction in full of all Loans,Reimbursement Obligations and all other matured Obligations that theAdministrative Agent has been notified in writing are then due and payable(and, in respect of contingent Letter of Credit Obligations, with respect towhich cash collateral has been deposited or a back-up letter of credit has beenissued, in either case on terms reasonably satisfactory to the AdministrativeAgent and the applicable Issuers);

(ii)                                  against any assets that are subjectto a Lien permitted by Section 6.3(f) or Section 6.3(m); and

(iii)                               against any part of the CollateralDisposed, sold or disposed of by a Loan Party (A) if such Disposition,sale or disposition is permitted by this Agreement (or permitted pursuant to awaiver or consent of a transaction otherwise prohibited by this Agreement) or(B) if not pursuant to such Disposition, sale or disposition, (x) againstCollateral with a book value of up to $1,000,000, if such release is consentedto by the Requisite Lenders or (y) any part of the Collateral in excess of suchamount, if such release is consented to by all the Lenders.

Each of the Lenders andthe Issuers hereby directs the Administrative Agent to execute and deliver orfile such termination and partial release statements and do such other thingsas are necessary to release Liens to be released pursuant to this Section 8.7promptly upon the effectiveness of any such release.

8.8                                 CollateralMatters Relating to Related Obligations. The benefit of the Loan Documentsand of the provisions of this Agreement relating to the Collateral shall extendto and be available in respect of any Secured Obligation arising under anyHedging Contract or which is otherwise owed to Persons other than the CollateralAgent, the Arrangers, the Lenders and the Issuers (collectively, “*Related Obligations*”) solely on the condition andunderstanding, as among the Collateral Agent and all Secured Parties, that (i)the Related Obligations shall be entitled to the benefit of the Loan Documentsand the Collateral to the extent expressly set forth in this Agreement and theother Loan Documents and to such extent the Collateral Agent shall hold, andhave the right and power to act with respect to, the Guaranty and the Collateralon behalf of and as agent for the holders of the Related Obligations, but theCollateral Agent is otherwise acting solely as agent for the Lenders and shallhave no fiduciary duty, duty of loyalty, duty of care, duty of disclosure orother obligation whatsoever to any holder of Related Obligations; (ii) allmatters, acts and omissions relating in any manner to the Guaranty, theCollateral, or the omission, creation, perfection, priority, abandonment orrelease of any Lien,

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shall be governed solely by the provisions of thisAgreement and the other Loan Documents and no separate Lien, right, power orremedy shall arise or exist in favor of any Secured Party under any separateinstrument or agreement or in respect of any Related Obligation; and (iii) eachSecured Party shall be bound by all actions taken or omitted, in accordancewith the provisions of this Agreement and the other Loan Documents, by theCollateral Agent and the Requisite Lenders, each of whom shall be entitled toact in its sole discretion and exclusively in its own interest given its ownCommitments and its own interest in the Loans, Letter of Credit Obligations andother Obligations to it arising under this Agreement or the other LoanDocuments, without any duty or liability to any other Secured Party or as toany Related Obligation and without regard to whether any Related Obligationremains outstanding or is deprived of the benefit of the Collateral or becomesunsecured or is otherwise affected or put in jeopardy thereby; and (iv) no holderof Related Obligations and no other Secured Party (except the Collateral Agent,the Arrangers, the Lenders and the Issuers, to the extent set forth in thisAgreement) shall have any right to be notified of, or to direct, require or beheard with respect to, any action taken or omitted in respect of the Collateralor under this Agreement or the Loan Documents; and (v) no holder of any RelatedObligation shall exercise any right of setoff, banker’s lien or similar rightexcept as expressly provided in Section 9.6.

**ARTICLE 9MISCELLANEOUS**

9.1                                 Amendments.Waivers. Etc.

(a)                                  No amendment or waiver of anyprovision of this Agreement or any other Loan Document (other than any HedgingContract) nor consent to any departure by any Loan Party therefrom shall in anyevent be effective unless the same shall be in writing and signed by theRequisite Lenders, and then any such waiver or consent shall be effective onlyin the specific instance and for the specific purpose for which given; *provided, however*, that no amendment, waiver or consentshall, unless in writing and signed by each Lender directly affected thereby,in addition to the Requisite Lenders, do any of the following:

(i)                                     waive any of the conditionsspecified in Section 3.1 or Section 3.2 except with respect to a conditionbased upon another provision hereof, the waiver of which requires only theconcurrence of the Requisite Lenders;

(ii)                                  increase the Commitments of suchLender or subject such Lender to any additional obligations; *provided*, *however*, thatany such increase with respect to the Tranche A (Euro) Term Loan, Tranche BTerm Loan or the Revolving Loan Commitments shall require the consent of theRequisite Tranche A (Euro) Term Loan Lenders, the Requisite Tranche B Term LoanLenders or the Requisite Revolving Credit Lenders, as the case may be;

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(iii)                               extend the scheduled final maturityof any Loan due to such Lender, or waive, reduce or postpone any scheduled datefixed for the payment of principal on such Loan or reduction of the Commitmentsof such Lender (it being understood that Section 2.9 does not provide forscheduled dates fixed for payment or reduction);

(iv)                              reduce the principal amount of anyLoan or Reimbursement Obligation due to such Lender (other than by the paymentor prepayment thereof);

(v)                                 reduce the rate of interest on anyLoan or Reimbursement Obligations outstanding to such Lender or any fee payablehereunder to such Lender (other than a waiver of the application of any defaultrate of interest or default fees in respect of Letters of Credit);

(vi)                              postpone any scheduled date fixedfor payment of interest or fees due to such Lender or amend the definition of “InterestPeriod” so as to permit intervals greater than six months;

(vii)                           change the aggregate RatablePortions of the Lenders required for any or all Lenders to take any actionhereunder;

(viii)                        release the Administrative Agent’sLien on all or substantially all of the Collateral except as provided inSection 8.7(b) or release any Subsidiary Guarantor or Holdings from its obligationsunder the Guaranty except in connection with any sale or other Disposition(other than to a Loan Party) permitted pursuant to a waiver or consent of atransaction otherwise prohibited by this Agreement; or

(ix)                                amend Section 8.7(b) or this Section9.1 or the definition of the terms “*Requisite Lenders*”,“*Requisite Revolving Credit Lenders*”, “*Requisite Tranche A (Euro) Term Loan Lenders*”, “*Requisite Tranche B Term Loan Lenders*” or “*Ratable Portion*”;

and *provided,further*, that (A) any waiver of or modification of the applicationof payments of the Term Loans pursuant to Section 2.9 shall require the consentof the Requisite Tranche A (Euro) Term Loan Lenders and the Requisite Tranche BTerm Loan Lenders and any such waiver of or modification of the application ofpayments of the Revolving Loans pursuant to Section 2.9 or the reduction of theRevolving Credit Commitments pursuant to Section 2.5(b) shall require theconsent of the Requisite Revolving Credit Lenders, (B) any amendment, waiver orconsent of any provision of this Agreement or any other Loan Document shall beeffective only in the specific instance and for the specific purpose for whichgiven, and (C) no amendment,

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waiver or consent shall,unless in writing and signed by the Administrative Agent in addition to theLenders required above to take such action, affect the rights or duties of theAdministrative Agent under this Agreement or the other Loan Documents.

(b)                                 The Administrative Agent may, butshall have no obligation to, with the written concurrence of any Lender,execute amendments, modifications, waivers or consents on behalf of thatLender; *provided*, *however*,that the written concurrence of any Lender that is a Non-Consenting Lender isnot required for the execution of an Assignment and Acceptance pursuant toclause (c) of this section.  Any waiveror consent shall be effective only in the specific instance and for thespecific purpose for which it was given. No notice to or demand on the Borrowerin any case shall entitle the Borrower to any other or further notice or demandin similar or other circumstances.

(c)                                  If in connection with any proposedamendment, modification, waiver or termination requiring the consent of allaffected Lenders, the consent of Requisite Lenders is obtained, but the consentof other Lenders whose consent is required is not obtained (any such Lenderwhose consent is not obtained as described in this Section 9.1 being referredto as a “*Non-Consenting Lender*”), then, so longas the Lender that is acting as the Administrative Agent is not aNon-Consenting Lender, at the Borrower’s request, the Administrative Agent or apotential assignee that is acceptable to the Administrative Agent shall havethe right with the Administrative Agent’s consent and in the AdministrativeAgent’s sole discretion (but the Administrative Agent shall have no obligation)to purchase from such Non-Consenting Lender, and such Non-Consenting Lenderagrees that it shall, upon the Administrative Agent’s request, sell and assignto the Lender that is acting as the Administrative Agent or such potentialassignee, all of the Commitments, Term Loans and Revolving Credit Outstandingsof such Non-Consenting Lender for an amount equal to the principal balance ofall Term Loans and Revolving Loans held by the Non-Consenting Lender and allaccrued and unpaid interest and fees with respect thereto through the date ofsale; *provided, however*, that such purchaseand sale shall not be effective until (x) the Administrative Agent shall havereceived from such potential assignee an agreement in form and substancesatisfactory to the Administrative Agent and the Borrower whereby suchpotential assignee shall agree to be bound by the terms hereof and (y) suchNon-Consenting Lender shall have received payments of all Loans held by it andall accrued and unpaid interest and fees with respect thereto through the dateof the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, itshall execute and deliver to the Administrative Agent or shall allow the AdministrativeAgent to execute on its behalf, an Assignment and Acceptance to evidence suchsale and purchase and shall deliver to the Administrative Agent any Note (ifsuch non-consenting Lender’s Loans are evidenced by a Note) subject to suchAssignment and Acceptance; *provided*, *however*, that the failure of any Non-Consenting Lender toexecute an Assignment and Acceptance or deliver such note shall not render suchsale and purchase (and the corresponding assignment) invalid.

(d)                                 Each Lender and holder of any Noteshall be bound by any amendment, waiver or consent authorized by this Section9.1 regardless of whether its Notes shall be marked to make reference thereto,and any consent by any Lender or holder of a Note

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pursuantto this Section shall bind any person subsequently acquiring a Note from it,whether or not such Note shall be so marked.

9.2                                 Assignmentsand Participations.

(a)                                  Subject to the conditions set forthin Section 9.2(b), each Lender may sell, transfer, negotiate or assign to oneor more assignees all or a portion of its rights and obligations hereunder(including all of its rights and obligations with respect to the Term Loans,the Revolving Loans, the Swing Line Loans and the Letters of Credit), with theprior written consent (such consent not to be unreasonably withheld or delayed)of:

(i)                                     the Administrative Agent; and

(ii)                                  in the case of an assignment of allor a portion of the Revolving Credit Commitment or Revolving CreditOutstandings of any Lender, each Issuer and the Swing Line Loan Lender; *provided*, *however*, noLender shall assign to persons designated by the Borrower in writing from timeto time and reasonably acceptable to the Administrative Agent.

(b)                                 Assignments shall be subject to thefollowing conditions:

(i)                                     except in the case of an assignmentto a Lender or an Affiliate or Approved Fund of a Lender:

(A)                  in the case of any Term Loan, theaggregate amount being assigned pursuant to such assignment (determined as ofthe date of the Assignment and Acceptance with respect to such assignment isdelivered to the Administrative Agent) shall not (if less than the Assignor’sentire interest in such Term Loan) be less than $1,000,000 (if a Tranche B TermLoan) or €1,000,000 (if a Tranche A (Euro) Term Loan);

(B)                    in the case of any Revolving CreditCommitment or Revolving Credit Outstandings, the aggregate amount of theRevolving Credit Commitment (or, if the Revolving Credit Commitments have beenreduced to zero, the Dollar Equivalent of the Revolving Credit Outstandings)being assigned to such assignment (determined as of the date the Assignment andAssumption with respect to such assignment if delivered to the AdministrativeAgent) shall not (if less than the Assignor’s entire interest in the RevolvingCredit Facility) be less than $1,000,000;

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(C)                    no Person who is (x) listed on theSpecially Designated Nationals and Blocked Persons List (the “*SDN List*”) maintained by the U.S. Department of TreasuryOffice of Foreign Assets Control (“*OFAC*”)  and/or on any other similar list  maintained by the OFAC pursuant to anyauthorizing statute, Executive Order or regulation; or (y) either (I) includedwithin the term “designated national” as defined in the Cuban Assets ControlRegulations, 31 C.F.R. Part 515, or (II) designated under Sections 1(a), 1(b),1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (publishedSeptember 25, 2001, as amended by Executive Order 13268 of July 2, 2002,  Executive Order 13284 of January 23, 2003,and Executive Order 13372 of February 16, 2005) or similarly designated underany related enabling legislation or any other similar executive orders(collectively, the “*Executive Orders*”),shall be an assignee or participant under this Section 9.2;

unless in any, such case,each of the Borrower and the Administrative Agent otherwise consent, *provided* that no such consent of the Borrower shall berequired if an Event of Default has occurred and is continuing;

(ii)                                  each partial assignment shall bemade as an assignment of a proportionate part of all the assigning Lender’srights and obligations under this Agreement with respect to the Loans or theCommitments assigned, *provided*, *however*, that this clause shall not be construed to prohibitany Lender from assigning all or a portion of its rights and obligations amongseparate Facilities on a non-pro rata basis;

(iii)                               if any such assignment shall be ofthe assigning Lender’s Revolving Credit Outstandings and Revolving CreditCommitment, such assignment shall cover the same percentage of such Lender’sRevolving Credit Outstandings and Revolving Credit Commitment;

(iv)                              if any such assignment shall be ofthe assigning Lender’s Tranche A (Euro) Term Loans and Tranche A (Euro) TermLoan Commitment, such assignment shall cover the same percentage of such Lender’sTranche A (Euro) Term Loans and Tranche A (Euro) Term Loan Commitment;

(v)                                 if any such assignment shall be ofthe assigning Lender’s Tranche B Term Loan and Tranche B Term Loan Commitment,such assignment shall cover the same percentage of such Lender’s Tranche B TermLoan and Tranche B Term Loan Commitment;

(vi)                              the parties to each such assignmentshall (A) electronically execute and deliver to the Administrative Agent, forits acceptance and recording, an Assignment and Acceptance via an electronicsettlement system acceptable to the

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AdministrativeAgent (which initially shall be ClearPar, LLC) or (B) manually execute anddeliver to the Administrative Agent, for its acceptance and recording, an Assignmentand Acceptance, together with in the case of clause (B), a processing andrecordation fee of US$3,500;

(vii)                           the assignee, if not a Lender, shalldeliver to the Administrative Agent an Administrative Questionnaire and theapplicable tax forms, duly completed by such assignee; and

(viii)                        if the assigning Lender’s Loans areevidenced by a Note, the Assignor shall deliver to the Administrative Agent anyNote subject to such assignment.

Any such assignment neednot be ratable as among the Tranche A (Euro) Term Loan Facility, the Tranche BTerm Loan Facility or the Revolving Credit Facility.  Any assignment or transfer by a Lender ofrights or obligations under this Agreement that does not comply with Section9.2(a) and (b) shall be treated for purposes of this Agreement as a sale bysuch Lender of a participation in such rights and obligations in accordancewith Section 9.2(h).  If the consent ofthe Borrower to an assignment is required hereunder (including a consent to anassignment which does not meet the minimum assignment thresholds specified inSection 9.2(b)(i)), the Borrower shall be deemed to have given its consent fiveBusiness Days after the date written notice thereof has been delivered by theassigning Lender (through the Administrative Agent or ClearPar) to the Borrowerunless such consent is expressly refused by the Borrower prior to such fifthBusiness Day.

(c)                                  Upon such execution, delivery,acceptance and recording of an Assignment and Acceptance, from and after theeffective date specified in such Assignment and Acceptance, (i) the assigneethereunder shall become a party hereto and, to the extent that rights andobligations under the Loan Documents have been assigned to such assigneepursuant to such Assignment and Acceptance, have the rights and obligations ofa Lender, and if such Lender were an Issuer, of such Issuer hereunder andthereunder, and (ii) the assignor thereunder shall, to the extent that rightsand obligations under this Agreement have been assigned by it pursuant to suchAssignment and Acceptance, relinquish its rights (except those which survivethe payment in full of the Obligations) and be released from its obligationsunder the Loan Documents, other than those relating to events or circumstancesoccurring prior to such assignment (and, in the case of an Assignment andAcceptance covering all or the remaining portion of an assigning Lender’srights and obligations under the Loan Documents, such Lender shall cease to bea party hereto).

(d)                                 The Administrative Agent shall maintainat its address referred to in Section 9.8 a copy of each Assignment andAcceptance delivered to and accepted by it and a register for the recording ofthe names and addresses of the Lenders and the Commitments of and principalamount of the Loans and Letter of Credit Obligations owing to each Lender fromtime

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totime (the “*Register*”).  Any assignment pursuant to this Section 9.2shall not be effective until such assignment is recorded in the Register. Theentries in the Register shall be conclusive and binding for all purposes,absent manifest error, and the Loan Parties, the Administrative Agent and theLenders may treat each Person whose name is recorded in the Register as aLender for all purposes of this Agreement. The entries in the Register shall beavailable for inspection by the Borrower, the Administrative Agent or anyLender at any reasonable time and from time to time upon reasonable priornotice.

(e)                                  Upon its receipt of a duly completedAssignment and Acceptance executed by an assigning Lender and an assignee, anAdministrative Questionnaire completed in respect of the assignee (unless theassignee shall already be a Lender hereunder), the processing and recordationfee required by paragraph (b)(vi) above (if any), the applicable tax formscompleted in respect of the assignee (unless the assignee shall already be aLender hereunder) and, if required, the written consent of the Borrower, theAdministrative Agent, each Issuer and the Swing Line Loan Lender to suchassignment, the Administrative Agent shall (i) accept such Assignment andAcceptance, (ii) record the information contained therein in the Register and(iii) give prompt notice thereof to the Borrower. Within five Business Daysafter its receipt of a notice, from the Administrative Agent, the Borrower, atits own expense, shall, if requested by such assignee, execute and deliver tothe Administrative Agent, new Notes to the order of such assignee in an amountequal to the Commitments and Loans assumed by it pursuant to such Assignmentand Acceptance and, if the assigning Lender has surrendered any Note forexchange in connection with the assignment and has retained Commitments orLoans hereunder, new Notes to the order of the assigning Lender in an amountequal to the Commitments and Loans retained by it hereunder. Such new Notesshall be dated the same date as the surrendered Notes and be in substantiallythe form of Exhibit B-1, B-2 or B-3 hereto, as applicable.

(f)                                    Notwithstanding anything to thecontrary contained herein, any Lender (a “*Granting Lender*”)may grant to a special purpose funding vehicle (a “*SPC*”),identified as such in writing from time to time by the Granting Lender to theAdministrative Agent, the option to provide to the Borrower all or any part ofany Loan that such Granting Lender would otherwise be obligated to make to theBorrower pursuant to this Agreement; *provided*, *however*, that (i) nothing herein shall constitute acommitment by any SPC to make any Loan, and (ii) if an SPC elects not toexercise such option or otherwise fails to provide all or any part of suchLoan, the Granting Lender shall be obligated to make such Loan pursuant to theterms hereof.  The making of a Loan by anSPC hereunder shall utilize the related Commitment of the Granting Lender tothe same extent, and as if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that no SPCshall be liable for any indemnity or similar payment obligation under thisAgreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each partyhereto hereby agrees (which agreement shall survive the termination of thisAgreement) that, prior to the date that is one year and one day after thepayment in full of all outstanding commercial paper or other seniorindebtedness of any SPC, such party will not institute against, or join anyother person in instituting against, such SPC any bankruptcy, reorganization,arrangement, insolvency or liquidation proceedings under the laws of the UnitedStates or any state thereof.  Inaddition, notwithstanding anything to the contrary contained in this Section9.2, any SPC may (i) with notice to, but without the prior

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writtenconsent of, the Administrative Agent and without paying any processing feetherefor, assign all or a portion of its interests in any Loans to the GrantingLender or to any financial institutions (consented to by the AdministrativeAgent) providing liquidity and/or credit support to or for the account of suchSPC to support the funding or maintenance of Loans and (ii) disclose on aconfidential basis any non-public information relating to its Loans to anyrating agency, commercial paper dealer or provider of any surety, guaranty orcredit or liquidity enhancement to such SPC. This Section 9.2(f) may not be amended without the written consent ofeach SPC.

(g)                                 In addition to the other assignmentrights provided in this Section 9.2, each Lender may assign, as collateral orotherwise, a security interest in any of its rights under this Agreement (includingrights to payments of principal or interest on the Loans) to (i) any FederalReserve Bank pursuant to Regulation A of the Federal Reserve Board withoutnotice to or consent of the Borrower or the Administrative Agent and (ii) anytrustee for the benefit of the holders of such Lender’s Securities; *provided, however*, that no such assignment shall release theassigning Lender from any of its obligations hereunder or substitute any suchpledgee or assignee for such Lender as a party hereto.

(h)                                 Each Lender may sell participationsto one or more Persons in or to all or a portion of its rights and obligationsunder the Loan Documents (including all its rights and obligations with respectto the Term Loans, Revolving Loans and Letters of Credit). The terms of suchparticipation shall not, in any event, require the participant’s consent to anyamendments, waivers or other modifications of any provision of any LoanDocuments, the consent to any departure by any Loan Party therefrom, or to theexercising or refraining from exercising any powers or rights which such Lendermay have under or in respect of the Loan Documents (including the right toenforce the obligations of the Loan Parties), except if any such amendment,waiver or other modification or consent would (i) reduce the amount, orpostpone any date fixed for, any amount (whether of principal, interest orfees) payable to such participant under the Loan Documents, to which suchparticipant would otherwise be entitled under such participation or (ii) resultin the release of the Administrative Agent’s Lien on all or substantially allof the Collateral other than in accordance with Section 8.7(b). In the event ofthe sale of any participation by any Lender, (A) such Lender’s obligationsunder the Loan Documents shall remain unchanged, (B) such Lender shall remainsolely responsible to the other parties for the performance of suchobligations, (C) such Lender shall remain the holder of such Obligations forall purposes of this Agreement, and (D) the Borrower, the Administrative Agentand the other Lenders shall continue to deal solely and directly with suchLender in connection with such Lender’s rights and obligations under thisAgreement. Each participant shall be entitled to the benefits of Section 2.14(c),(d) and (e), Section 2.15 and Section 2.16 as if it were a Lender; *provided*, *however*, thatanything herein to the contrary notwithstanding, the Borrower shall not, at anytime, be obligated to pay to any participant of any interest of any Lender,under Section 2.14(c), (d) and (e), Section 2.15 or Section 2.16 any sum inexcess of the sum which the Borrower would have been obligated to pay to suchLender in respect of such interest had such participation not been sold.

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(i)                                     Any Issuer may at any time assignits rights and obligations hereunder to any other Lender by an instrument inform and substance satisfactory to the Borrower, the Administrative Agent, suchIssuer and such Lender. If any Issuer ceases to be a Lender hereunder by virtueof any assignment made pursuant to this Section 9.2, then, as of the effectivedate of such cessation, such Issuer’s obligations to issue Letters of Creditpursuant to Section 2.4 shall terminate and such Issuer shall be an Issuerhereunder only with respect to outstanding Letters of Credit issued prior tosuch date.

9.3                                 Costsand Expenses.

(a)                                  The Borrower (or any successor)agrees to pay, or reimburse the Administrative Agent and the Collateral Agentfor, all of the Administrative Agent’s and Collateral Agent’s reasonable anddocumented internal and external audit, legal, appraisal, valuation, filing,syndication, document duplication and reproduction and investigation expensesand for all other reasonable out-of-pocket costs and expenses of every type andnature (including the reasonable fees, expenses and disbursements of theAdministrative Agent’s and Collateral Agent’s counsel, Skadden, Arps, Slate,Meagher and Flom, LLP, and any other local and special legal counsel, auditors,accountants, appraisers, printers, insurance and environmental advisers, andother consultants and agents) incurred by the Administrative Agent or theCollateral Agent in connection with (i) the Administrative Agent’s orCollateral Agent’s audit and investigation of the Borrower and its Subsidiariesin connection with the preparation, negotiation and execution of the LoanDocuments and the Administrative Agent’s or Collateral Agent’s periodic auditsof the Borrower and its Subsidiaries, as the case may be; *provided*,*however*, that, except during such timeas a Default or Event of Default shall have occurred and be continuing, theBorrower (or any successor) shall have to pay or reimburse the AdministrativeAgent and the Collateral Agent for costs and expenses in respect of only onesuch periodic audit during any Fiscal Year; (ii) the preparation, negotiation,execution and interpretation of this Agreement (including the satisfaction orattempted satisfaction of any of the conditions set forth in Article 3), theLoan Documents and any proposal letter or commitment letter issued inconnection therewith and the making of the Loans hereunder; (iii) the creation,perfection or protection of the Liens under the Loan Documents (including anyreasonable fees and expenses for local and special counsel in variousjurisdictions); (iv) the ongoing administration of this Agreement and the Loans(other than ordinary overhead expenses of the Administrative Agent inconnection with such administration), including consultation with attorneys inconnection therewith and with respect to the Administrative Agent’s rights andresponsibilities hereunder and under the other Loan Documents; (v) theprotection, collection or enforcement of any of the Obligations or theenforcement of any of the Loan Documents; (vi) the commencement, defense orintervention in any court proceeding relating in any way to the Obligations,any Loan Party, any of the Borrower’s Subsidiaries, this Agreement or any ofthe other Loan Documents; (vii) the response to, and preparation for, anysubpoena or request for document production with which the Administrative Agentand/or the Collateral Agent is served or deposition or other proceeding inwhich the Administrative Agent and/or the Collateral Agent is called totestify, in each case, relating in any way to the Obligations, any Loan Party,any of the Borrower’s Subsidiaries, this Agreement or any of the other LoanDocuments; and (viii) any amendments, consents, waivers, assignments,restatements, or supplements to any of the Loan Documents and the preparation,negotiation, and execution of the same.

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(b)                                 The Borrower (or any successor)further agrees to pay or reimburse the Administrative Agent, the CollateralAgent and each of the Lenders and Issuers for all reasonable out-of-pocketcosts and expenses, including, without limitation, reasonable attorneys’ fees(including allocated costs of internal counsel and costs of settlement),incurred by the Administrative Agent, the Collateral Agent such Lenders orIssuers (i) in enforcing any Loan Document or Obligation or any securitytherefor or exercising or enforcing any other right or remedy available byreason of an Event of Default; (ii) in connection with any refinancing orrestructuring of the credit arrangements provided hereunder in the nature of a “*work-out*” or in any insolvency or bankruptcy proceeding;(iii) in commencing, defending or intervening in any litigation or in filing apetition, complaint, answer, motion or other pleadings in any legal proceedingrelating to the Obligations, any Loan Party, any of the Borrower’s Subsidiariesand related to or arising out of the transactions contemplated hereby or by anyof the other Loan Documents; and (iv) in taking any other action in or withrespect to any suit or proceeding (bankruptcy or otherwise) described inclauses (i) through (iii) above.

(c)                                  All amounts payable under thisSection 9.3 shall become due and payable on the Closing Date (with respect tocosts and expenses incurred on or prior to the Closing Date for which theBorrower shall have received a request on or prior to the Closing Date) or onthe date 30 days after written demand therefor (with respect to any other costsand expenses). Any such request or demand shall be accompanied by invoices orother documentation containing reasonably sufficient detail as to all suchamounts so payable (except that privileged or confidential information may beexcluded therefrom).

9.4                                 Indemnities.

(a)                                  The Borrower (or any successor)agrees to indemnify and hold harmless the Administrative Agent, the CollateralAgent, the Arrangers, each Lender and each Issuer and each of their respectiveAffiliates, and each of the directors, officers, employees, agents,representative, attorneys, trustees, consultants, advisors, controllingpersons, members and successors and assigns of or to any of the foregoing(including those retained in connection with the satisfaction or attemptedsatisfaction of any of the conditions set forth in Article 3) (each such Personbeing an “*Indemnitee*”) from and against any andall claims, damages, liabilities, obligations, losses, penalties, actions,judgments, suits, costs, disbursements and expenses of any kind or naturewhatsoever (including fees and disbursements of counsel to any suchIndemnitee), joint or several, which may be imposed on, incurred by, orasserted or awarded against any such Indemnitee in connection with or arisingout of any investigation, litigation or proceeding or the preparation of anydefense in connection therewith, regardless of whether any such investigation, litigationor proceeding is brought by any Loan Party, any of its directors,securityholders or creditors, an Indemnitee or any other Person, whether anysuch Indemnitee is otherwise a party thereto, whether direct, indirect, orconsequential and whether based on any federal, state or local law or otherstatutory regulation, securities or commercial law or regulation, or undercommon law or in equity, or on contract, tort or otherwise, in any mannerrelating to or arising out of this Agreement, any other Loan Document, anyObligation, any Letter of Credit, the Confidential Information Memorandum, orany act, event or transaction related or attendant to any thereof, or the useor intended use of the proceeds of the Loans or Letters of Credit or inconnection with

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anyinvestigation of any potential matter covered hereby (collectively, the “*Indemnified Matters*”); *provided, however*,that the Borrower shall not have any obligation under this Section 9.4 to anIndemnitee with respect to any Indemnified Matter to the extent (x) caused byor resulting from the gross negligence or willful misconduct of that Indemniteeor (y) arising from the unexcused breach of any contractual commitment of suchIndemnitee to the Borrower, if, in each case, a court of competent jurisdictionin a final non-appealable judgment or order establishes that such unexcusedbreach has occurred. Without limiting the foregoing, Indemnified Mattersinclude (i) all Environmental Liabilities and Costs arising from or connectedwith the past, present or future operations of the Borrower or any of itsSubsidiaries or damage to real or personal property or natural resources orharm or injury alleged to have resulted from any Release of Materials ofEnvironmental Concern on, upon or into such property or any contiguous realestate; (ii) any costs or liabilities incurred in connection with any RemedialAction concerning the Borrower or any of its Subsidiaries; (iii) any costs orliabilities incurred in connection with any Environmental Laws; and (iv) any costsor liabilities incurred in connection with any other matter under anyEnvironmental Law, including the Comprehensive Environmental Response,Compensation and Liability Act of 1980, 49 U.S.C. §§ 9601 et seq. andapplicable state property transfer laws, whether, with respect to any of suchmatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, amortgagee in possession, the successor in interest to the Borrower or any ofits Subsidiaries, or the owner, lessee or operator of any property of theBorrower or any of its Subsidiaries by virtue of foreclosure, except, withrespect to those matters referred to in clauses (i), (ii), (iii) and (iv)above, to the extent incurred following (A) foreclosure by the AdministrativeAgent, the Collateral Agent, any Lender or any Issuer, or the AdministrativeAgent, the Collateral Agent, any Lender or any Issuer having become thesuccessor in interest to the Borrower or any of its Subsidiaries, and (B) actsattributable to the Administrative Agent, the Collateral Agent, such Lender orsuch Issuer or any agent on behalf of the Administrative Agent, the CollateralAgent, or such Lender.

(b)                                 The Borrower (or any successor)shall indemnify the Administrative Agent, the Collateral Agent, the Lenders andeach Issuer for, and hold the Administrative Agent, the Lenders and each Issuerharmless from and against, any and all claims for brokerage commissions, feesand other compensation made against the Administrative Agent, the CollateralAgent, the Lenders and the Issuers for any broker, finder or consultant withrespect to any agreement, arrangement or understanding made by or on behalf ofany Loan Party or any of its Subsidiaries in connection with the transactionscontemplated by this Agreement.

(c)                                  The Administrative Agent, eachLender and each Issuer agree that in the event that any such investigation,litigation or proceeding set forth in subparagraph (a) above is asserted orthreatened in writing or instituted against it or any other Indemnitee, or anyRemedial Action, is requested of it or any of its officers, directors, agentsand employees, for which any Indemnitee may desire indemnity or defensehereunder, such Indemnitee shall notify the Borrower in writing promptly aftersuch Indemnitee first has actual knowledge of such investigation, litigation,proceeding or Remedial Action; *provided*, *however*, that the failure of such Indemnitee to promptlyprovide such notice shall not reduce or eliminate the Borrower’s or itssuccessor’s obligations under subparagraph (a) of this Section 9.4 except that,to the extent any rights or defenses of Borrower (or any successor) therein areirrevocably forfeited solely as a

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resultof such failure, the Borrower’s (or its successor’s) obligations undersubparagraph (a) of this Section 9.4 shall exclude any obligation arisingsolely as a result of (and that would not exist absent) such forfeiture of suchrights or defenses.

(d)                                 The Borrower (or any successor), atthe request of any Indemnitee, shall have the obligation to defend against suchinvestigation, litigation or proceeding or requested Remedial Action and theBorrower (or any successor), in any event, may participate in the defensethereof with legal counsel of the Borrower’s choice. In the event that suchIndemnitee requests the Borrower (or any successor) to defend against suchinvestigation, litigation or proceeding or requested Remedial Action, theBorrower (or any successor) shall promptly do so and such Indemnitee shall havethe right to have legal counsel of its choice participate in such defense. Noaction taken by legal counsel chosen by such Indemnitee in defending againstany such investigation, litigation or proceeding or requested Remedial Action,shall vitiate or in any way impair the Borrower’s (or its successor’s)obligation and duty hereunder to indemnify and hold harmless suchIndemnitee.  The Borrower (or anysuccessor) shall not be liable in respect of any settlement of any suchinvestigation, litigation or proceeding or requested Remedial Action without itswritten consent (which consent shall not be unreasonably withheld ordelayed).  The Borrower (or anysuccessor) shall not, without the prior written consent of such Indemnitee(which consent shall not be unreasonably withheld or delayed), effect any settlementof any such investigation, litigation or proceeding or requested RemedialAction.

(e)                                  Without prejudice to the survival ofany other agreement of the Borrower (or any successor hereunder), the Borrower(or any successor) agrees that any indemnification or other protection providedto any Indemnitee pursuant to this Agreement (including pursuant to thisSection 9.4) or any other Loan Document and any obligations of the Borrower (orany successor) under Section 9.3 shall (i) survive and remain operative and infull force and effect regardless of the occurrence of the Scheduled TerminationDate, the Tranche B Term Loan Maturity Date, the termination of any Commitmentshereunder, the consummation of (or the failure to consummate) the transactionscontemplated hereby, the repayment of any of the Loans, the invalidity orunenforceability of any term or provision of this Agreement or the Notes, anyinvestigation made by or on behalf of the Administrative Agent or any Lenderand the payment in full of the Obligations and (ii) inure to the benefit of anyPerson who was at any time an Indemnitee under this Agreement or any other LoanDocument.

(f)                                    All amounts payable under thisSection 9.4 shall become due and payable on the date 30 days after writtendemand therefor which demand shall be accompanied by invoices or otherdocumentation containing reasonably sufficient detail as to all such amounts sopayable (except that privileged or confidential information may be excludedtherefrom).  Statements payable by the Borrowerpursuant to this Section 9.4 shall be submitted to the attention of chieffinancial officer (Telephone No. 312-840-3033) (Telecopy No. 312-840-5569), atthe address of the Borrower in Illinois set forth in Section 9.8, with a copyto Holdings to the attention of

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JonathanCole (Telephone No. 312-840-5112 (Telecopy No. 312-840-5569) at the address ofHoldings set forth in Section 9.8 and a copy to the Borrower to the attentionof Jonathan Cole (Telephone No. 312-840-5112 (Telecopy No. 312-840-5569) at theaddress of the Borrower in Illinois set forth in Section 9.8, or to such otherPerson or address as may be hereafter designated by the Borrower in a writtennotice to the Administrative Agent.

9.5                                 Limitationof Liability.  Each of Holdings andthe Borrower hereby irrevocably and unconditionally waives, to the maximumextent not prohibited by law, any right it may have to claim or recover in anylegal action or proceeding relating to any Loan Document any special,exemplary, punitive or consequential damages.

9.6                                 Rightof Set-off.  Upon the occurrence andduring the continuance of any Event of Default, each Lender and each Affiliateof a Lender is hereby authorized at any time and from time to time, to thefullest extent permitted by law, to set off and apply any and all deposits(general or special, time or demand, provisional or final) at any time held andother indebtedness at any time owing by such Lender or its Affiliates to or forthe credit or the account of the Borrower against any and all of theObligations now or hereafter existing whether or not such Lender shall havemade any demand under this Agreement or any other Loan Document and althoughsuch Obligations may be unmatured. Each Lender agrees promptly to notify theBorrower after any such set-off and application made by such Lender or itsAffiliates; *provided*, *however*,that the failure to give such notice shall not affect the validity of suchset-off and application. The rights of each Lender under this Section 9.6 arein addition to the other rights and remedies (including other rights ofset-off) which such Lender may have.

9.7                                 Sharingof Payments. Etc.

(a)                                  If any Lender shall obtain anypayment (whether voluntary, involuntary, through the exercise of any right ofset-off or otherwise) of the Loans owing to it, any interest thereon, fees inrespect thereof or amounts due pursuant to Section 9.3 or Section 9.4 (otherthan payments pursuant to Section 2.12, Section 2.13 or Section 2.14) in excessof its Ratable Portion of all payments of such Obligations obtained by all theLenders, such Lender (a “*Purchasing Lender*”)shall forthwith purchase from the other Lenders (each, a “*SellingLender*”) such participations in their Loans or other Obligations asshall be necessary to cause such Purchasing Lender to share the excess paymentratably with each of them.

(b)                                 If all or any portion of any paymentreceived by a Purchasing Lender is thereafter recovered from such PurchasingLender, such purchase from each Selling Lender shall be rescinded and such SellingLender shall repay to the Purchasing Lender the purchase price to the extent ofsuch recovery together with an amount equal to such Selling Lender’s ratableshare (according to the proportion of (i) the amount of such Selling Lender’srequired repayment to (ii) the total amount so recovered from the PurchasingLender) of any interest or other amount paid or payable by the PurchasingLender in respect of the total amount so recovered.

(c)                                  The Borrower agrees that anyPurchasing Lender so purchasing a participation from a Selling Lender pursuantto this Section 9.7 may, to the fullest extent

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permittedby law, exercise all its rights of payment (including the right of set-off)with respect to such participation as fully as if such Purchasing Lender were thedirect creditor of the Borrower in the amount of such participation.

9.8                                 Notices,Etc.

(a)                                  All notices, demands, requests andother communications provided for in this Agreement shall be given in writing,unless otherwise specifically provided herein, or by any telecommunicationdevice capable of creating a written record (including electronic mail), andaddressed to the party to be notified as follows:

(i)                                    if to Holdings:

Merisant Worldwide, Inc.10 South Riverside PlazaSuite 850Chicago, IL  60606Attention:  Jonathan ColeTelecopy:  (312) 840-5569Telephone:  (312) 840-5112

(ii)                                 if to the Borrower:

Merisant Company10 South Riverside PlazaSuite 850Chicago, IL  60606Attention:  Chief Financial OfficerTelecopy:  (312) 840-5569Telephone:  (312) 840-3033

with copies to:

Sidley Austin LLP1 South Dearborn StreetChicago, IL  60603Attention:  Robert J. LewisTelecopy:  (312) 853-7036Telephone:  (312) 853-7363

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and:      MerisantWorldwide, Inc.10 South Riverside PlazaSuite 850Chicago, IL  60606Attention:  Jonathan ColeTelecopy:  (312) 840-5569Telephone:  (312) 840-5112

(iii)                               if to any Lender, at its DomesticLending Office specified opposite its name on Schedule II or on the signaturepage of any applicable Assignment and Acceptance;

(iv)                              if to any Issuer, at the address setforth under its name on the signature page hereof; and

(v)                                if to the Administrative Agent:

Credit Suisse Eleven Madison AvenueNew York, NY  10010Attention:  Agency Loan AdministratorTelecopy:  (212) 325-8304Telephone:  (212) 325-2000

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, NY 10036Attention:  Rossie E. TurmanTelecopy:  (917) 777-2748Telephone:  (212) 735-2748

(vi)                              if to the Collateral Agent:

Credit SuisseEleven Madison AvenueNew York, NY 10010Attention:  Agency Loan AdministratorTelecopy:  (212) 325-8304Telephone:  (212) 325-2000

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with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, NY 10036Attention:  Rossie E. TurmanTelecopy:  (917) 777-2748Telephone: (212) 735-2748

or at such other addressas shall be notified in writing (i) in the case of the Borrower and theAdministrative Agent, to the other parties and (ii) in the case of all otherparties, to the Borrower and the Administrative Agent. All such notices andcommunications shall be effective upon personal delivery (if delivered by hand,including any overnight courier service), when deposited in the mails (if sentby mail), or when properly transmitted (if sent by a telecommunications deviceor through the internet); *provided, however*,that notices and communications to the Administrative Agent pursuant to Article2, Article 5 or Article 10 shall not be effective until received by theAdministrative Agent.

9.9                                 NoWaiver; Remedies.  No failure on thepart of any Lender, Issuer or the Administrative Agent to exercise, and nodelay in exercising, any right hereunder shall operate as a waiver thereof norshall any single or partial exercise of any such right preclude any other orfurther exercise thereof or the exercise of any other right. The remediesherein provided are cumulative and not exclusive of any remedies provided bylaw.

9.10                           BindingEffect.  This Agreement shall becomeeffective when it shall have been executed by Holdings, the Borrower and theAdministrative Agent and when the Administrative Agent shall have been notifiedby each Lender and Issuer that such Lender or Issuer has executed it andthereafter shall be binding upon and inure to the benefit of Holdings, theBorrower, the Administrative Agent and each Lender and Issuer and, in eachcase, its respective successors and assigns, except that neither Holdings northe Borrower shall have the right to assign its rights hereunder or anyinterest herein without the prior written consent of the Lenders or aspermitted by Section 6.4(vi).

9.11                           GoverningLaw.  THIS AGREEMENT AND THE RIGHTSAND OBLIGATIONS OF THE PARTIES HERETO, INCLUDING THE INTERPRETATION,CONSTRUCTION, VALIDITY AND ENFORCEABILITY THEREOF, SHALL BE GOVERNED BY, ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.12                           Submissionto Jurisdiction; Service of Process.

(a)                                  Each of Holdings and the Borrowerhereby irrevocably and unconditionally:

(i)                                     submits for itself and its propertyin any legal action or proceeding relating to this Agreement or any other LoanDocument to which it is a party,

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or forrecognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York sittingin New York County, the courts of the United States for the Southern Districtof New York, and appellate courts from any thereof;

(ii)                                  consents that any such action orproceeding may be brought in such courts and waives any objection that it maynow or hereafter have to the venue of any such action or proceeding in any suchcourt or that such action or proceeding was brought in an inconvenient courtand agrees not to plead or claim the same;

(iii)                               agrees that service of process inany such action or proceeding may be effected by mailing a copy thereof byregistered or certified mail (or any substantially similar form of mail),postage prepaid, to Holdings or the Borrower, as the case may be, at itsaddress specified in Section 9.8; and

(iv)                              agrees that nothing herein shallaffect the right to effect service of process in any other manner permitted bylaw or shall limit the right to sue in any other jurisdiction.

(b)                                 If for the purposes of obtainingjudgment in any court it is necessary to convert a sum due hereunder in anApplicable Currency into another currency, the parties hereto agree, to thefullest extent that they may effectively do so, that the rate of exchange usedshall be that at which in accordance with normal banking procedures the AdministrativeAgent could purchase the Applicable Currency with such other currency at thespot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (NewYork City time) on the Business Day preceding that on which final judgment isgiven, for the purchase of the Applicable Currency, for delivery two BusinessDays thereafter.  The obligation of theBorrower (or any successor) in respect of any such sum due to any Lender orother Secured Party (the “*Applicable Lender*”)shall, notwithstanding any judgment in a currency (the “*JudgmentCurrency*”) other than the Applicable Currency in which such isstated to be due under such Loan Document (the “*AgreementCurrency*”), be discharged only to the extent that on the BusinessDay following receipt by the Applicable Lender of any sum adjudged to be so duein the Judgment Currency, the Applicable Lender may in accordance with normalbanking procedures in the relevant jurisdiction purchase the Agreement Currencywith the Judgment Currency; if the amount of the Agreement Currency sopurchased is less than the sum originally due to the Applicable Lender in theAgreement Currency, the Borrower (and its successor) agrees, as a separateobligation and notwithstanding any such judgment, to indemnify the ApplicableLender against such loss.  Theobligations of the Borrower (or any successor) contained in this Section9.12(b) shall survive the termination of this Agreement and the payment of allother amounts owing hereunder.

9.13                           Waiverof Jury Trial.  EACH OF THE ADMINISTRATIVEAGENT, THE COLLATERAL AGENT, THE LENDERS, THE ISSUERS, HOLDINGS AND THEBORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR

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PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHERLOAN DOCUMENT.

9.14                           Marshaling;Payments Set Aside.  None of theAdministrative Agent, the Collateral Agent, any Lender or any Issuer shall beunder any obligation to marshal any assets in favor of the Borrower or anyother party or against or in payment of any or all of the Obligations. To theextent that the Borrower makes a payment or payments to the AdministrativeAgent, the Collateral Agent, the Lenders or the Issuers or any of such Personsreceives payment from the proceeds of the Collateral or exercise their rightsof setoff, and such payment or payments or the proceeds of such enforcement orsetoff or any part thereof are subsequently invalidated, declared to befraudulent or preferential, set aside or required to be repaid to a trustee,receiver or any other party, then to the extent of such recovery, the obligationor part thereof originally intended to be satisfied, and all Liens, right andremedies therefor, shall be revived and continued in full force and effect asif such payment had not been made or such enforcement or setoff had notoccurred.

9.15                           SectionTitles.  The Section titles containedin this Agreement are and shall be without substantive meaning or content ofany kind whatsoever and are not a part of the agreement between the partieshereto.

9.16                           Executionin Counterparts.  This Agreement maybe executed in any number of counterparts and by different parties in separatecounterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the same agreement.Signature pages may be detached from multiple separate counterparts andattached to a single counterpart so that all signature pages are attached tothe same document.  Delivery of anexecuted signature page of this Agreement by facsimile transmission shall be aseffective as delivery of a manually executed counterpart hereof. A set of thecopies of this Agreement signed by all parties shall be lodged with theBorrower and the Administrative Agent.

9.17                           EntireAgreement.  This Agreement, togetherwith the fifth paragraph of the Engagement Letter and Section 1(b) of theAppointment Letter, all of the other Loan Documents and all certificates anddocuments delivered hereunder or thereunder, embodies the entire agreement ofthe parties and supersedes all prior agreements and understandings relating tothe subject matter hereof.  In the eventof any conflict between the terms of this Agreement and any other LoanDocument, the terms of this Agreement shall govern.

9.18                           Confidentiality.  Each Lender, the Collateral Agent and theAdministrative Agent agree to keep information obtained by it pursuant heretoand the other Loan Documents confidential in accordance with such Lender’s, theCollateral Agent’s or the Administrative Agent’s, as the case may be, customarypractices and agrees that it will use such information only in connection withthe transactions contemplated by this Agreement and not disclose any of suchinformation other than (a) to such Lender’s, the Collateral Agent’s or theAdministrative Agent’s, as the case may be, employees, representatives andagents who are or are expected to be involved in the evaluation of suchinformation in connection with the transactions contemplated by this Agreementand who are advised of the confidential nature of such information, (b) to theextent such information presently is or hereafter becomes available to suchLender, the Collateral Agent or the Administrative Agent, as the case may be,on a non-confidential basis from a source

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other than the Borrower, (c) to the extent disclosureis required by law, regulation or judicial order or requested or required bybank regulators or auditors, or (d) to assignees or participants or potentialassignees or participants or a Lender’s secured creditor, in each case who agree to be bound by the provisions of thisSection 9.18.  Notwithstanding any otherprovision in this Agreement, the Borrower, Holdings, each Lender, each Issuer,the Collateral Agent and the Administrative Agent hereby agree that each of theLenders, the Issuers, the Collateral Agent and the Administrative Agent (andeach of their respective officers, directors, employees, accountants, attorneysand other advisors) may disclose to any and all Persons, without limitation ofany kind, the United States tax treatment and United States tax structure ofthe transaction and all materials of any kind (including opinions and other taxanalyses) that are provided to each of them relating to such United States taxtreatment and United States tax structure.

9.19                           Waiverof Usury Defense.  To the extentpermitted by applicable law, each of Holdings and the Borrowers agrees that itwill not assert, plead (as a defense or otherwise) or in any manner whatsoeverclaim (and will actively resist any attempt to compel it to assert, plead orclaim) in any action, suit or proceeding that the effective interest rate onany Loan violates present or future usury or other laws relating to theinterest payable on any Obligations and will not otherwise avail itself (andwill actively resist any attempt to compel it to avail itself) of the benefitsor advantages of any such laws.

9.20                           Survivalof Agreement.  All covenants,agreements, representations and warranties made by the Borrower, any other LoanParty or any of their respective subsidiaries herein or in the certificates orother instruments prepared or delivered in connection with this Agreement, anyof the Collateral Documents or any other Loan Document which shall beconsidered to have been relied upon by the Lenders and the Administrative Agentshall survive the making by the Lenders of the Loans and the execution anddelivery to the Lenders of the Notes, notwithstanding any investigationheretofore or hereafter made (or any prior or future participation in thepreparation or delivery of any such documents or schedules thereto) by any ofthem (or by any employees, agents, attorneys, consultants and advisors thereofor thereto).

9.21                           USAPatriot Act. Each Lender or assignee or participant of a Lender that is notincorporated under the laws of the United States or a state thereof (and is notexcepted from the certification requirement contained in Section 313 of thePatriot Act and the applicable regulations because it is both (i) an affiliateof a depository institution or foreign bank that maintains a physical presencein the United States or foreign country, and (ii) subject to supervision by abanking authority regulating such affiliated depository institution or foreignbank) shall deliver to the Administrative Agent the certification, or, ifapplicable, recertification, certifying that such Lender is not a “shell” andcertifying to other matters as required by Section 313 of the Patriot Act andthe applicable regulations: (1) within 10 days after the Closing Date, and (2)as such other times as are required under the Patriot Act.

9.22                           Waiverand Consent.  Notwithstandinganything contained in Section 7.1(c) to the contrary, the prepayment of thePrior Second Lien Credit Facility shall be permitted, and the Lenders herebywaive any and all rights pursuant to any Event of Default under Section 7.2,solely it pertains to such prepayment; *provided* thatthe conditions set forth in Section 3.3 shall be satisfied or waived prior to,or concurrent with, such prepayment.

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9.23                           PermittedMerger.  Without limiting the provisionsin Section 6.4(vi), Merisant Worldwide and Merisant Company shall enter intonegotiations with the Administrative Agent and the Collateral Agent to, and theLenders hereby direct the Administrative Agent and the Collateral Agent, eachon behalf of the Lenders, to reflect equitably the Permitted Merger in the LoanDocuments with the desired result that the Surviving Entity maintain theequivalent rights, responsibilities and Obligations as Holdings and theBorrower have in the aggregate on the date immediately prior to such merger orconsolidation thereof.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be executed by their respective officers thereunto dulyauthorized, as of the date first above written.
|        | MERISANT COMPANY                                                   |
|--------|--------------------------------------------------------------------|
|   |                                                               |
|   |                                                               |
|   | By:                                                                | /s/ DIANA  S. FERGUSON |
|   | Name:                                                              | Diana S. Ferguson |
|   | Title:                                                             | Chief Financial Officer |
|   |                                                               |
|   |                                                               |
|   | MERISANT WORLDWIDE, INC.                                           |
|   |                                                               |
|   |                                                               |
|   | By:                                                                | /s/ DIANA S. FERGUSON |
|   | Name:                                                              | Diana S. Ferguson |
|   | Title:                                                             | Chief Financial Officer |
|   |                                                               |
|   |                                                               |
|   | CREDIT SUISSE, CAYMAN ISLANDS

BRANCH,                             |
|   | as Administrative Agent, Collateral Agent,                         |
|   |  a Lender and  an Issuer                                      |
|   |                                                               |
|   |                                                               |
|   | By:                                                                | /s/ VANESSA  GOMEZ |
|   | Name:                                                              | Vanessa Gomez |
|   | Title:                                                             | Vice President |
|   |                                                               |
|   |                                                               |
|   | By:                                                                | /s/ JAMES  NEIRA |
|   | Name:                                                              | James Neira |
|   | Title:                                                             | Associate |
|   |                                                               |
|   |                                                               |
|   | CREDIT SUISSE SECURITIES (USA)  LLC, as Co-Arranger and Bookrunner |
|   |                                                               |
|   |                                                               |
|   | By:                                                                | /s/ JEFFREY  COHEN |
|   | Name:                                                              | Jeffrey Cohen |
|   | Title:                                                             | Managing Director |
|        |                                                                    |  |  |  |

 

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|        | JEFFERIES FINANCE LLC, as Co-  Arranger and Documentation Agent |
|--------|-----------------------------------------------------------------|
|   |                                                            |
|   |                                                            |
|   | By:                                                             | /s/ E. J.  HESS |
|   | Name:                                                           | E. J. Hess |
|   | Title:                                                          | Managing Director |
|        |                                                                 |  |  |  |

 

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|        |                 |                 |
|--------|----------------------|----------------------|
|   | Jeffries Finance LLC |                 |
|        | as a Lender          |
|   |                 |
|   | By:                  | /s/ E. J.  HESS |
|   | Name:                | E. J. Hess           |
|   | Title:               | Managing Director    |
|        |                      |                      |  |  |  |

 

 

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|        |              |                       |
|--------|-------------------|----------------------------|
|   | Barclays Bank PLC |                       |
|        | as a Lender       |
|   |              |
|   | By:               | /s/ GREGORY  R. PERRY |
|   | Name:             | Gregory R. Perry           |
|   | Title:            | Attorney-In-Fact           |
|        |                   |                            |  |  |  |

 

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|        |            |                        |
|--------|-----------------|-----------------------------|
|   | Citibank, N.A., |                        |
|        | as a Lender     |
|   |            |
|   | By:             | /s/ THOMAS  A. NEVILLE |
|   | Name:           | Thomas A. Neville           |
|   | Title:          | Attorney-In-Fact            |
|        |                 |                             |  |  |  |

 

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|        |                  |                   |
|--------|-----------------------|------------------------|
|   | Bank of America, N.A. |                   |
|        | as a Lender           |
|   |                  |
|   | By:                   | /s/ MICHAEL  ROOF |
|   | Name:                 | Michael Roof           |
|   | Title:                | Vice President         |
|        |                       |                        |  |  |  |

 

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|        |                                  |                      |
|--------|---------------------------------------|---------------------------|
|   | Grand Central Asset Trust, TPG Series |                      |
|        | as a Lender                           |
|   |                                  |
|   | By:                                   | /s/ RICHARD  NEWCOMB |
|   | Name:                                 | Richard Newcomb           |
|   | Title:                                | Attorney-in-fact          |
|        |                                       |                           |  |  |  |

 

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|        |                                |                   |
|--------|-------------------------------------|------------------------|
|   | Wachovia Bank, National Association |                   |
|        | as a Lender                         |
|   |                                |
|   | By:                                 | /s/ JILL  W. AKRE |
|   | Name:                               | Jill W. Akre           |
|   | Title:                              | Managing Director      |
|        |                                     |                        |  |  |  |

 

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|        |                              |                   |
|--------|-----------------------------------|------------------------|
|   | LaSalle Bank National Association |                   |
|        | as a Lender                       |
|   |                              |
|   | By:                               | /s/ ERIN  M. FREY |
|   | Name:                             | Erin M. Frey           |
|   | Title:                            | VP                     |
|        |                                   |                        |  |  |  |

 

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|        |                                  |                  |
|--------|---------------------------------------|-----------------------|
|   | Grand Central Asset Trust, CED Series |                  |
|        | as a Lender                           |
|   |                                  |
|   | By:                                   | /s/ JANET  HAACK |
|   | Name:                                 | Janet Haack           |
|   | Title:                                | As Attorney In Fact   |
|        |                                       |                       |  |  |  |

 

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|        |                           |                         |
|--------|--------------------------------|------------------------------|
|   | CF Special Situation Fund I LP |                         |
|        | as a Lender                    |
|   |                           |
|   | By:                            | /s/ ROBERT  CLUTTERBUCK |
|   | Name:                          | Robert Clutterbuck           |
|   | Title:                         | Partner                      |
|        |                                |                              |  |  |  |

 

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|        |                                  |                  |
|--------|---------------------------------------|-----------------------|
|   | Grand Central Asset Trust, RCG Series |                  |
|        | as a Lender                           |
|   |                                  |
|   | By:                                   | /s/ JANET  HAACK |
|   | Name:                                 | Janet Haack           |
|   | Title:                                | As Attorney In Fact   |
|        |                                       |                       |  |  |  |

 

----

 
|        | REGIMENT CAPITAL, LTD |                                  |
|--------|-----------------------|---------------------------------------|
|   |                  |                                  |
|   |                  |                                  |
|   | By:                   | Regiment Capital Management, LLC      |   |
|   |                  | as its Investment Advisor             |   |
|   |                  |                                  |
|   |                  |                                  |
|   | By:                   | Regiment Capital Advisors, LP         |   |
|   |                  | its Manager and pursuant to delegated |   |
|        |                  | authority                             |   |
|   |                  |                                  |
|   | Mark A. Brostowski    |                                  |
|        | as a Lender           |
|   |                  |
|   | By:                   | /s/ MARK  A. BROSTOWSKI          |
|   | Name:                 | Mark A. Brostowski                    |
|   | Title:                | Authorized Signatory                  |
|        |                       |                                       |  |  |  |  |

 

----

 
|        | PRESIDENT & FELLOWS OF HARVARD |                                  |
|--------|------------------------------------|---------------------------------------|
|   | COLLEGE                            |                                  |
|   |                               |                                  |
|   | By:                                | Regiment Capital Management, LLC      |   |
|   |                               | as its Investment Advisor             |   |
|   |                               |                                  |
|   |                               |                                  |
|   | By:                                | Regiment Capital Advisors, LP         |   |
|   |                               | its Manager and pursuant to delegated |   |
|        |                               | authority                             |   |
|   |                               |                                  |
|   | Mark A. Brostowski                 |                                  |
|        | as a Lender                        |
|   |                               |
|   | By:                                | /s/ MARK  A. BROSTOWSKI          |
|   | Name:                              | Mark A. Brostowski                    |
|   | Title:                             | Authorized Signatory                  |
|        |                                    |                                       |  |  |  |  |

 

----

 
|        |                                  |                     |
|--------|---------------------------------------|--------------------------|
|   | Bear Stearns Investment Products Inc. |                     |
|        | as a Lender                           |
|   |                                  |
|   | By:                                   | /s/ JOHN  McDERMOTT |
|   | Name:                                 | John McDermott           |
|   | Title:                                | Vice President           |
|        |                                       |                          |  |  |  |

 

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