0001161697-07-001157 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 10th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is made and entered into as of October 8, 2007, by and among Ascendia Brands, Inc., a Delaware corporation, as Administrative Borrower (“Administrative Borrower”) on behalf of itself and all other Borrowers (as defined below), Ascendia Brands (Canada) Ltd, formerly known as Lander Co. Canada Limited, a corporation amalgamated under the laws of Ontario, Canada (the “Guarantor”), the lenders listed on the signatory pages hereof (the “Required Lenders”), and Wells Fargo Foothill, Inc., a California corporation, in its capacity as the arranger and administrative agent for the Lenders (“Agent”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 10th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of October 8, 2007, by and among Ascendia Brands, Inc., a Delaware corporation, as Administrative Borrower (“Administrative Borrower”) on behalf of itself and all other Borrowers (as defined below), Ascendia Brands (Canada) Ltd, formerly known as Lander Co. Canada Limited, a corporation amalgamated under the laws of Ontario, Canada (the “Guarantor”), the lenders listed on the signatory pages hereof (the “Required Lenders”), Wells Fargo Foothill, Inc., a California corporation, in its capacity as the collateral agent, and Watershed Administrative, LLC, a Delaware limited liability company, as the administrative agent for the Lenders (“Administrative Agent”).

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