Merisant Worldwide, Inc. Global Income Deposit Security (IDS) Certificate (2019 Notes and Class A Common Stock)

Contract Categories: Business Finance Note Agreements
Summary

This agreement certifies that Cede & Co., as nominee for the Depository Trust Company (DTC), holds a specified number of Income Deposit Securities (IDSs) issued by Merisant Worldwide, Inc. Each IDS consists of a principal amount of senior subordinated notes due 2019 and one share of Class A Common Stock. The IDSs can only be transferred or exchanged together, except under certain conditions. The agreement outlines when IDSs may be separated or recombined, and details the rights and obligations of holders, the company, and the transfer agent.

EX-4.15 8 a2139747zex-4_15.htm EX-4.15
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Exhibit 4.15

FORM OF GLOBAL IDS

        THIS SECURITY IS A GLOBAL INCOME DEPOSIT SECURITY ("IDS") AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

        EACH IDS CONSISTS OF $            PRINCIPAL AMOUNT OF THE      % SENIOR SUBORDINATED NOTES DUE 2019 (THE "NOTES") OF MERISANT WORLDWIDE, INC. (THE "COMPANY") AND ONE SHARE OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF THE COMPANY (SUBJECT TO ADJUSTMENT IN CASE OF A STOCK SPLIT, STOCK DIVIDEND OR RECLASSIFICATION OF THE CLASS A COMMON STOCK). THE CLASS A COMMON STOCK AND NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY AND MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER UNTIL SEPARATED IN ACCORDANCE WITH THE TERMS OF THIS CERTIFICATE.


MERISANT WORLDWIDE, INC.
IDSs

No. 1 CUSIP NO.
ISIN:

        Merisant Worldwide, Inc., a Delaware corporation (the "Company") hereby certifies that Cede & Co., or registered assigns, is the owner of the number of Income Deposit Securities ("IDSs") listed on Schedule A hereto.

        Each IDS consists of $            principal amount of      % senior subordinated notes due 2019 of the Company (the "Notes") and one share of Class A Common Stock, par value $0.01 per share of the Company (the "Class A Common Stock") (subject to adjustment in case of a stock split, stock dividend or reclassification of the Class A Common Stock as reflected on Schedule B hereto). The global Note and global Class A Common Stock certificate constituting part of this IDS Certificate are each attached hereto. The terms of the Notes are governed by an Indenture (the "Indenture") dated as of                       , 2004, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (the "Trustee"), and are subject to the terms and provisions contained therein, to all of which terms and provisions the holder of this IDS Certificate consents by acceptance hereof. The Company will furnish to any holder of this IDS Certificate upon written request and without charge a copy of the Indenture.

        Upon the occurrence of a stock split, stock dividend or reclassification of the Class A Common Stock, the Company will notify in writing the IDS Transfer Agent and DTC of such event and instruct them to reflect the resulting changes on Schedule B hereof.

        This IDS Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Automatic Separation:

        Each IDS will automatically separate into one share of Class A Common Stock (subject to adjustment in case of a stock split, stock dividend or reclassification of the Class A Common Stock as reflected on Schedule B hereto) and $            principal amount of Notes upon (i) the continuance (without cure) of a payment default on the Notes for 90 days, (ii) the date on which principal on the Notes becomes due and payable, whether at the stated maturity of the Notes or upon acceleration thereof, (iii) any exercise by the Company of its right to redeem all or a portion of the Notes, (iv) any exercise by a holder of Notes of its right to require that the Company repurchase such holder's notes following a Change of Control as defined in the Indenture, or (v) if DTC no longer makes the IDSs eligible for deposit or ceases to be a registered clearing agency under the Securities Exchange Act of 1934 and the Company is unable to find a successor depository.

        In addition, upon a notice by the Company of the issuance by the Company of additional Notes pursuant to the Indenture ("New Notes") (i) the IDSs represented by this Certificate will be automatically separated into the Class A Common Stock and the Notes represented hereby, (ii) this Certificate shall be canceled, and (iii) a new IDS Certificate(s) will be issued to the holder of this Certificate representing the same number of IDSs ("New IDSs"). Each New IDS will consist of one share of Class A Common Stock (subject to adjustment in case of a stock split, stock dividend or reclassification of the Class A Common Stock as reflected on Schedule B hereto) and $            principal amount of a combination of the Notes and New Notes in proportion to the aggregate principal balances thereof.

Voluntary Separation:

        The registered holder of this Certificate is entitled, at any time and from time to time, on or after the earlier of (i)                         , 2004 or (ii) the occurrence of a Change of Control (as defined in the Indenture), to separate the IDSs represented by this Certificate or any portion thereof for one share of Class A Common Stock (subject to adjustments in case of stock split, stock dividend or reclassification of the Class A Common Stock) and $            principal amount of Notes for each IDS.

Recombination:

        Unless the IDSs have previously been automatically separated as a result of a repurchase, redemption or maturity of the Notes, any holder of Class A Common Stock and Notes is entitled, at any time, to combine such holder's Class A Common Stock and Notes to form IDSs.

[Remainder of Page Intentionally Left Blank]


Dated:                        , 2004

MERISANT WORLDWIDE, INC.

By:

 

    

 
    Name:      
    Title:      

Countersigned and registered:

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Transfer Agent and Registrar

By:

 

    

 
    Name:      
    Title:      

Schedule A

Number of IDSs

        The Number of IDSs initially represented by this global IDS certificate is            . The following increases or decreases have been made:

Number of IDSs Prior to Adjustment
  Increase In Amount of IDSs
  Decrease In Amount of IDSs
  Signature
  Date

Schedule B

Number of Shares of Class A Common Stock

        The number of shares of Class A Common Stock included in each IDS represented by this Certificate is initially one. The following adjustments have been made:

Number of Shares of Class A Common Stock Included in Each IDS Prior to Adjustment
  Event Triggering Adjustment
  Number of Shares of Class A Common Stock Included in Each IDS Following Adjustment
  Signature
  Date



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    Exhibit 4.15