INTEGRATED BRANDS INC. SWENSEN'S, INC. SWENSEN'S ICE CREAM COMPANY ANDLoan Agreement • September 21st, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • New York
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement") dated as of August 31, 2005 made by INTEGRATED BRANDS, INC., a New Jersey corporation (the "Borrower"), each of the Group One Guarantors (as defined in the Existing Loan Agreements (defined...Security Agreement • September 21st, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
betweenLoan Agreement • September 21st, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • Texas
Exhibit 4.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into this 9th day of April, 1999, by and between YOGEN FRUZ WORLD-WIDE INCORPORATED, an Ontario corporation (the "Company"), and MICHAEL SERRUYA, a resident of Richmond...Employment Agreement • February 28th, 2006 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
Exhibit 4.8 VOTING AGREEMENT THIS AGREEMENT is made as of the 13th day of December, 2005, among CoolBrands International Inc. ("CoolBrands"), Integrated Brands, Inc., the Serruya Family Trust (the "Serruya Trust"), 1082272 Ontario Inc. ("1082272"),...Voting Agreement • February 28th, 2006 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
TRANSITION SERVICES AGREEMENT ----------------------------- This Transition Services Agreement (this "Agreement") is entered into as of December 23, 2005, by and between Integrated Brands, Inc. a New Jersey corporation ("IB"), CoolBrands International...Transition Services Agreement • December 29th, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
RECITALSLoan Agreement • September 21st, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • Texas
WITNESSETH:Employment Agreement • February 28th, 2006 • Coolbrands International Inc • Ice cream & frozen desserts • New York
TRUST AGREEMENTTrust Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
OFLimited Partnership Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • New York
AMENDMENT NO. 1 TO THE BOARD REPRESENTATION AGREEMENT Amendment No. 1 dated as of January 12, 2001, by and among Integrated Brands Inc., Coolbrands International Inc. (formerly Yogen Fruz Worldwide, Inc.), Richard E. Smith, David M. Smith, David J....Board Representation Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts
BETWEENTransition Services Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • New York
BETWEENDistribution Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • New York
RECITALSTransition Services Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • Illinois
CREDIT AGREEMENT dated as of April 21, 2006 among INTEGRATED BRANDS INC. ESKIMO PIE FROZEN DISTRIBUTION, INC. ESKIMO PIE CORPORATION COOLBRANDS DAIRY, INC. The Other Loan Parties Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as...Credit Agreement • May 3rd, 2006 • Coolbrands International Inc • Ice cream & frozen desserts • New York
CREDIT AGREEMENT dated as of April 21, 2006 (as it may be amended or modified from time to time, this “Agreement”), among INTEGRATED BRANDS INC., ESKIMO PIE FROZEN DISTRIBUTION, INC., ESKIMO PIE CORPORATION and COOLBRANDS DAIRY, INC., as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
BETWEENGrocery Carrier Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • New York
BETWEENNon-Grocery Distribution Agreement • December 2nd, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • New York
CREDIT AGREEMENT dated as of April 21, 2006 among AMERICANA FOODS LIMITED PARTNERSHIP The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • May 3rd, 2006 • Coolbrands International Inc • Ice cream & frozen desserts • New York
CREDIT AGREEMENT dated as of April 21, 2006 (as it may be amended or modified from time to time, this “Agreement”), among AMERICANA FOODS LIMITED PARTNERSHIP, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Asset Purchase Agreement dated November 16, 2006 between Eskimo Pie Frozen Distribution, Inc. and Southwest Traders, Inc. - FloridaAsset Purchase Agreement • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
This ASSET PURCHASE AGREEMENT is dated as of November 16, 2006, (the “Agreement”) by and among Eskimo Pie Frozen Distribution, Inc., a Delaware corporation (“Seller”) and Southwest Traders Inc., a California corporation (the “Buyer”) and Integrated Brands, Inc., a New Jersey corporation which is a party to this Agreement solely for purposes of Section 6.6 and Section 6.11 of this Agreement.
FORBEARANCE, WAIVER AND INDEMNIFICATIONForbearance, Waiver and Indemnification Agreement • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
THIS FORBEARANCE, WAIVER AND INDEMNIFICATION dated as of November 17, 2006 (this “Agreement”), is entered into by and among CoolBrands International Inc. and each of the other guarantors on the signature pages hereto (collectively, the “Guarantors”) and 2118769 Ontario Inc.
ASSET PURCHASE AGREEMENT by and among DREYER’S GRAND ICE CREAM, INC. (“Purchaser”) and INTEGRATED BRANDS, INC. and ESKIMO PIE CORPORATION (“Sellers”) DATED JANUARY 23, 2007Asset Purchase Agreement • February 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
THIS ASSET PURCHASE AGREEMENT is entered into as of January 23, 2007 by and among Dreyer’s Grand Ice Cream, Inc., a Delaware corporation (“Purchaser”), Integrated Brands, Inc., a New Jersey corporation (“Integrated Brands”), and Eskimo Pie Corporation, a Virginia corporation (“Eskimo Pie” and, together with Integrated Brands, “Sellers”).
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of November 17, 2006, (this “Agreement”), by and between JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for itself and the other lenders party to the Integrated Credit Agreement (as defined below) (in such capacity, the “Integrated Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for itself and the other lenders party to the Americana Credit Agreement (as defined below) (in such capacity, the “Americana Agent”).
NONCOMPETITION AND NONSOLICITATION AGREEMENT THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this "Agreement") is made and entered as of December 23, 2005, by and between International Franchise Corp., an Ontario corporation ("Buyer"), Integrated...Noncompetition and Nonsolicitation Agreement • December 29th, 2005 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of March, 2007 by and among J & J SNACK FOODS SALES CORP., a New Jersey corporation (the “Buyer”) and INTEGRATED BRANDS, INC., a New Jersey corporation (the “Seller”).
a STOCK PURCHASE AGREEMENT by and between INTEGRATED BRANDS INC. COOLBRANDS INTERNATIONAL INC. and LILY ACQUISITION, LLC Dated as of December 31, 2006Stock Purchase Agreement • January 16th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
WHEREAS, on the terms and subject to the conditions of this Agreement, Seller wishes to sell to Purchaser and Purchaser wishes to purchase from Seller, the Shares;
Guarantee GUARANTEEGuarantee • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
WHEREAS Americana Foods Limited Partnership (the "Borrower") has entered into a credit agreement dated as of April 21, 2006 among the Borrower, JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such capacity, the "Administrative Agent") for the lenders from time to time party thereto (such lenders, together with their respective successors, assigns and transferees (the "Lenders")), and the Lenders party thereto (as amended from time to time, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement;
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 13th, 2006 • Coolbrands International Inc • Ice cream & frozen desserts • Wisconsin
This ASSET PURCHASE AGREEMENT is dated as of September 1, 2006, (the “Agreement”) by and among Eskimo Pie Corporation, a Virginia corporation (“Eskimo Pie”) and Denali New Berlin, LLC, a Michigan limited liability company and Denali Ingredients, LLC, a Michigan limited liability company (together the “Buyer”).
GUARANTEEGuarantee • May 3rd, 2006 • Coolbrands International Inc • Ice cream & frozen desserts • Ontario
WHEREAS Americana Foods Limited Partnership (the “Borrower”) has entered into a credit agreement dated as of April 21, 2006 among the Borrower, JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the lenders from time to time party thereto (such lenders, together with their respective successors, assigns and transferees (the “Lenders”)), and the Lenders party thereto (as amended from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement;
Intercreditor and Subordination Agreement dated November 17, 2006 INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of November 17, 2006, (this “Agreement”), by and among 2118769 Ontario Inc., an Ontario corporation (“Ontario”), Michael Serruya, an individual (“Serruya” and together with Ontario, the “Subordinated Creditors”), JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for itself and the other lenders party to the Integrated Credit Agreement (as defined below) (in such capacity, the “Integrated Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for itself and the other lenders party to the Americana Credit Agreement (as defined below) (in such capacity, the “Americana Agent” and together with the Integrated Agent, the “Administrative Agent”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of March, 2007 by and among J & J SNACK FOODS CORP. of CALIFORNIA., a California corporation (the “Buyer”) and COOLBRANDS MANUFACTURING INC., a Delaware corporation (the “Seller”).
FORBEARANCE, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 5th, 2007 • Coolbrands International Inc • Ice cream & frozen desserts • New York
THIS FORBEARANCE, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 17, 2006 (this “Forbearance and First Amendment”), is entered into by and among INTEGRATED BRANDS INC., a New Jersey corporation, ESKIMO PIE FROZEN DISTRIBUTION, INC. a Delaware corporation, ESKIMO PIE CORPORATION and COOLBRANDS DAIRY, INC. (each a “Borrower” and, collectively, the “Borrowers”), each of the Guarantors on the signature pages hereto (the “Subsidiary Guarantors”), COOLBRANDS INTERNATIONAL INC., a Canadian federal corporation (the “Parent” and together with the Subsidiary Guarantors, the “Guarantors”), the several banks and other financial institutions identified as “Lenders” on the signature pages hereto (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
