ANY DOCUMENTS, INSTRUMENTS,
AGREEMENTS (INCLUDING THIS AMENDMENT), DEALINGS OR OTHER MATTERS CONNECTED WITH
THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ALL KNOWN AND UNKNOWN
MATTERS, CLAIMS, TRANSACTIONS OR THINGS OCCURRING ON OR PRIOR TO THE DATE OF
THIS AMENDMENT RELATED TO THE LOAN DOCUMENTS. THE WAIVERS, RELEASES, AND
DISCHARGES IN THIS PARAGRAPH SHALL BE EFFECTIVE REGARDLESS OF ANY OTHER EVENT
THAT MAY OCCUR OR NOT OCCUR PRIOR TO OR ON THE DATE HEREOF.
6.7.
AFFIRMATION. EACH OF THE BORROWER, HOLDINGS, AND EACH OF THE
UNDERSIGNED SUBSIDIARY GUARANTORS RATIFIES AND CONFIRMS THAT (I) EACH COLLATERAL
DOCUMENT, GUARANTY AND OTHER LOAN DOCUMENT PREVIOUSLY EXECUTED BY IT CONTINUES
IN FULL FORCE AND EFFECT AND IS NOT RELEASED, DIMINISHED, IMPAIRED, REDUCED, OR
OTHERWISE ADVERSELY AFFECTED, AND CONTINUES IN FULL FORCE IN EFFECT, AND ALL OF
THE OBLIGATIONS OF BORROWER, HOLDINGS, AND THE SUBSIDIARY GUARANTORS THEREUNDER
ARE HEREBY RATIFIED AND CONFIRMED, (II) EACH COLLATERAL DOCUMENT PREVIOUSLY
EXECUTED BY IT CONTINUES TO SECURE THE FULL PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS, AND (III) ALL LIENS GRANTED, CONVEYED, OR ASSIGNED TO
ADMINISTRATIVE AGENT THEREUNDER REMAIN IN FULL FORCE AND EFFECT AND ARE NOT
RELEASED OR REDUCED AND CONTINUE TO SECURE FULL PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS. EACH OF THE UNDERSIGNED SUBSIDIARY GUARANTORS CONSENTS TO THE TERMS
OF THIS AMENDMENT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
SPECIFICALLY CONSENTS TO AND AGREES TO BE BOUND BY NEW SECTION 5.14 OF THE
CREDIT AGREEMENT.
6.8.
NO PRIOR NOTICE OF PREPAYMENT REQUIRED, ETC. ON THE AMENDMENT
EFFECTIVE DATE THE BORROWER WILL MAKE MANDATORY AND OPTIONAL PREPAYMENTS OF
LOANS. WITH RESPECT TO SUCH OPTIONAL PREPAYMENTS, THE LENDERS AGREE THAT THE
FOLLOWING REQUIREMENTS SET FORTH IN SECTION 2.8 OF THE CREDIT AGREEMENT SHALL
NOT APPLY:
REQUIREMENT FOR ADVANCE NOTICE OF OPTIONAL PREPAYMENTS, AND
REQUIREMENT THAT PREPAYMENTS BE IN INTEGRAL MULTIPLES OF $1,000,000 OR
€1,000,000
4
6.9.
ENTIRE AGREEMENT. THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT, TOGETHER WITH THE EXHIBITS AND SCHEDULES THERETO THAT ARE DELIVERED
PURSUANT THERETO, CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE
PARTIES IN RESPECT OF THE SUBJECT MATTER OF THE CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT AND SUPERSEDES ALL PRIOR UNDERSTANDINGS, AGREEMENTS OR
REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN OR ORAL, TO THE EXTENT THEY
RELATE IN ANY WAY TO THE SUBJECT MATTER OF THE CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Amendment, or caused this
Amendment to be executed by their authorized representatives, as of the date
stated in the introductory paragraph of this Amendment.
BORROWER AND HOLDINGS:
MERISANT COMPANY
MERISANT WORLDWIDE, INC.,
f/k/a Tabletop Holdings, Inc.
By:
/s/ Anthony J. Nocchiero
Name:
Anthony J. Nocchiero
Title:
Chief Financial Officer
SUBSIDIARY GUARANTORS:
MERISANT FOREIGN HOLDINGS I, INC.
MERISANT US, INC.
By:
/s/ Jonathan W. Cole
By:
/s/ Jonathan W. Cole
Name:
Jonathan W. Cole
Name:
Jonathan W. Cole
Title:
General Counsel
Title:
General Counsel
WHOLE EARTH SWEETENER COMPANY LLC
By:
/s/ Jonathan W. Cole
Name:
Jonathan W. Cole
Title: