JUNIOR SUBORDINATION AND INTERCREDITOR AGREEMENTJunior Subordination and Intercreditor Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
This JUNIOR SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 10, 2005, is among IBF FUND LIQUIDATING LLC, a Delaware limited liability company, as holder of the Seller Notes (as defined below) (“Senior Creditor”) and IBF FUND LIQUIDATING LLC, a Delaware limited liability company, as holder of the Convertible Debentures (as defined below) (the “Subordinated Creditor”) and acknowledged by SUNSET BRANDS, INC., a Nevada corporation (“Sunset”) and U.S. MILLS, INC., a Delaware corporation (“US Mills”), (Sunset and US Mills sometimes hereinafter are referred to individually as an “Obligor” and collectively as the “Obligors”).
ContractSubordination Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAW.
ESCROW AGREEMENTEscrow Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 10, 2005, by and among SUNSET BRANDS, INC., a Nevada corporation (“Purchaser”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the “Escrow Agent”), U.S. MILLS, INC., a Delaware corporation (the “Company”), and IBF Fund Liquidating LLC, a Delaware limited liability company (the “Shareholder Representative”), for itself and as representative of the shareholders of the Company entitled to receive Merger Consideration pursuant to the terms of the Merger Agreement (as defined below) (such shareholders being referred to herein as the “Selling Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 10, 2005, by and among SUNSET BRANDS, INC., a Nevada corporation (the “Company”), and IBF Fund Liquidating LLC, a Delaware limited liability company (“IBF”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS STOCK PLEDGE AGREEMENT is entered into as of this 10th day of November, 2005, by and between IBF FUND LIQUIDATING LLC a Delaware limited liability company (“Secured Party”), and SUNSET BRANDS, INC. a Nevada corporation (“Pledgor”).
JUNIOR MANAGEMENT FEE SUBORDINATION AGREEMENTJunior Management Fee Subordination Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS JUNIOR MANAGEMENT FEE SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into this 10th day of November 2005, by and among Sunset Holdings International, Ltd., a Delaware corporation (the “Manager”), Sunset Brands, Inc., a Delaware corporation (the “Company”), and IBF Fund Liquidating LLC, a Delaware limited liability company (the “Seller”).
SECURITY AGREEMENT between SUNSET BRANDS, INC. U.S. MILLS, INC. and IBF FUND LIQUIDATING LLC Dated as of November 10, 2005Security Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS SECURITY AGREEMENT (the “Agreement”) dated as of November 10, 2005, is entered into between SUNSET BRANDS, INC. a Nevada corporation (“Sunset”), U.S. MILLS, INC., a Delaware corporation (“US Mills”, and together with Sunset, jointly and severally, the “Purchaser”), and IBF FUND LIQUIDATING LLC, a Delaware limited liability company (the “Seller”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS STOCK PLEDGE AGREEMENT is entered into as of this 10th day of November, 2005, by and between IBF FUND LIQUIDATING LLC a Delaware limited liability company (“Secured Party”), and SUNSET HOLDINGS INTERNATIONAL, LTD. a Delaware corporation (“Pledgor”).
MASTER SUBORDINATION AND INTERCREDITOR AGREEMENTMaster Subordination and Intercreditor Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Maryland
This MASTER SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 10, 2005, is made by and among IBF FUND LIQUIDATING LLC, a Delaware limited liability company as the holder of the Seller Notes, as defined below (“Seller”), IBF FUND LIQUIDATING LLC, a Delaware limited liability company, as the holder of the Convertible Debentures, as defined below (“Debenture Holder”) (collectively, Seller and Debenture Holder are referred to individually and collectively as the “Subordinated Creditor”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Senior Lender”), and acknowledged by SUNSET BRANDS, INC., a Nevada corporation (“Guarantor”), its wholly-owned subsidiary and surviving corporation of the Merger, defined below, U.S. MILLS, INC., a Delaware corporation and successor in interest by merger to USM Acquisition Sub, Inc. (“Borrower”) (Guarantor and Borrower sometimes hereinafter are referred to individually as an “Obligor” and collectively
ContractSubordination Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAW.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into as of November 10, 2005, by and among Sunset Brands, Inc., a Nevada corporation formerly known as Cascade Sled Dog Adventures, Inc. (the “Company”), and certain holders of the Company’s Series B Preferred Stock and warrants exercisable for shares of the Company’s common stock identified on the signature page of this Agreement (each, a “Purchaser” and collectively, the “Purchasers”). The Company and Purchasers are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
JUNIOR STOCK PLEDGE AGREEMENTJunior Stock Pledge Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS JUNIOR STOCK PLEDGE AGREEMENT is entered into as of this 10th day of November, 2005, by and between IBF FUND LIQUIDATING LLC a Delaware limited liability company, as holder of the Convertible Debentures (defined below) (together with its successors and assigns, “Secured Party”) and SUNSET BRANDS, INC. a Nevada corporation (“Pledgor”).
JUNIOR INTELLECTUAL PROPERTY SECURITY AGREEMENTJunior Intellectual Property Security Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
This Junior Intellectual Property Security Agreement (as amended, supplemented or otherwise modified from time to time, this “IP Security Agreement”) is made and effective as of November 10, 2005, by SUNSET BRANDS, INC., a Nevada corporation (“Sunset”) and U.S. MILLS, INC., a Delaware corporation (“US Mills”, and collectively with Sunset, the “Grantor”), in favor of IBF FUND LIQUIDATING LLC, a Delaware limited liability company, as holder of the Convertible Debentures (defined below) (the “Debenture Holder”). Capitalized terms used in this IP Security Agreement and not otherwise defined shall have the respective meanings ascribed to such terms in the Security Agreement (defined below).
SECURITY AGREEMENTJunior Security Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS JUNIOR SECURITY AGREEMENT (the “Agreement”) dated as of November 10, 2005, is entered into between U.S. MILLS, INC., a Delaware corporation (“Borrower”), SUNSET BRANDS, INC. a Nevada corporation (“Guarantor”, and together with Borrower, jointly and severally, the “Obligors”), and IBF FUND LIQUIDATING LLC, a Delaware limited liability company, as holder of the Convertible Debentures (as defined below) (the “Debenture Holder”).
ASSIGNMENT OF CONTRACT AS COLLATERAL SECURITYAssignment of Contract as Collateral Security • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
WHEREAS, IBF is party to that certain Amended and Restated Acquisition Agreement and Plan of Merger dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), by and among U.S. Mills, Inc. (“US Mills”), Sunset Brands, Inc. (“Sunset”), IBF and USM Acquisition Sub, Inc., pursuant to which Sunset shall acquire US Mills by merger (the “Acquisition”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 31st, 2006 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
This Intellectual Property Security Agreement (as amended, supplemented or otherwise modified from time to time, this “IP Security Agreement”) is made and effective as of November 10, 2005, by SUNSET BRANDS, INC., a Nevada corporation (“Sunset”) and U.S. MILLS, INC., a Delaware corporation (“US Mills”, and collectively with Sunset, the “Grantor”), in favor of IBF FUND LIQUIDATING LLC, a Delaware limited liability company (the “Seller”). Capitalized terms used in this IP Security Agreement and not otherwise defined shall have the respective meanings ascribed to such terms in the Security Agreement (defined below).
