RECITALSEscrow Agreement • March 18th, 2005 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
Exhibit No. 7 IBF VI - Guaranteed Income Fund Form SB-2, Amend. No. 1 File No. 333-71091 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is made as of the ____ day of ____________, 1999 (the "Effective Date"), by and between IBF VI - PARTICIPATING...Management Agreement • May 28th, 1999 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • District of Columbia
AS ISSUER ANDFirst Supplemental Indenture • December 28th, 2001 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
WITNESSETH:Loan Agreement • January 20th, 2000 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Florida
INDENTUREIndenture • August 25th, 2000 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
AMONG IBF FUND LIQUIDATING, LLC, as the Buyer, AND IBF V- ALTERNATIVE INVESTMENT HOLDINGS, LLC, as the Seller,Asset Purchase Agreement • March 18th, 2005 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
E-175 Exhibit No. 10 IBF VI - Guaranteed Income Fund Form SB-2 LOAN AGREEMENTLoan Agreement • January 25th, 1999 • Ibf Vi Guaranteed Income Fund • District of Columbia
EXHIBIT 1Underwriting Agreement • August 4th, 2000 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
Exhibit No. 1 IBF VI - Guaranteed Income Fund Form SB-2, Amend. No. 1 File No. 333-71091 IBF VI - PARTICIPATING INCOME FUND (A Delaware corporation) DEALER- MANAGER AGREEMENT CLASS A 10% INCOME PARTICIPATING NOTES Coleman & Company Securities, Inc....Dealer-Manager Agreement • May 28th, 1999 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
RECITALSOperating Agreement • March 30th, 2004 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Delaware
EXHIBIT 2Selling Group Agreement • August 4th, 2000 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
EXHIBIT 5Proceeds Escrow Agreement • August 4th, 2000 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
Exhibit 99.2 AMENDMENT NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Acquisition Agreement and Plan of Merger (this "Amendment"), dated as of March 7, 2005, among IBF Fund Liquidating, LLC, a Delaware limited liability...Acquisition Agreement and Plan of Merger • March 18th, 2005 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Delaware
Exhibit 99.5 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made and entered into as of ___________ _, 2005, by and among Sunset Brands, Inc., a Nevada corporation formerly known as Cascade Sled Dog Adventures, Inc....Investor Rights Agreement • March 18th, 2005 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Delaware
Exhibit 99.1 ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement • March 18th, 2005 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Delaware
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”).
ASSET PURCHASE AGREEMENT by and between USM ACQUISITION, LLC and IBF FUND LIQUIDATING LLCAsset Purchase Agreement • February 16th, 2007 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 21, 2006, by and between USM ACQUISITION, LLC, a Delaware limited liability company (“Buyer”), and IBF FUND LIQUIDATING LLC, a Delaware limited liability company (“Seller”), as secured party under the Uniform Commercial Code as codified in the State of New York (the “UCC”).
EXHIBIT 7Management Agreement • May 12th, 2000 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • District of Columbia
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”).
Exhibit No. 1(a) IBF VI - Guaranteed Income Fund Form SB-2, Amend. No. 1 File No. 333-71091 IBF VI - PARTICIPATING INCOME FUND (A Delaware corporation) INDEPENDENT UNDERWRITER AGREEMENT CLASS A 10% INCOME PARTICIPATING NOTES Oscar Gruss & Son...Independent Underwriter Agreement • May 28th, 1999 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
MASTER SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination 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
Exhibit No. 10(a) IBF VI - Participating Income Corporation Form SB-2, Amend. No. 2 File No. 333-71091 THIS INSTRUMENT IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATEIJ AS OF THE DATE HEREOF (THE "SUBORDINATION AGREEMENT') AMONG THE...Secured Subordinated Term Note • January 20th, 2000 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • Massachusetts
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.
February 18, 2005 Mr. Charles T. Verde Ms. Cynthia Davis U.S. Mills, Inc. 200 Reservoir Street Needham, Massachusetts 02494-3146 Dear Chuck and Cynthia: Reference is made to the Acquisition Agreement and Plan of Merger, dated as of the date hereof,...Acquisition Agreement • March 18th, 2005 • Ibf Vi Guaranteed Income Fund • Asset-backed securities
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.”
ASSIGNMENT OF LOAN DOCUMENTSAssignment of Loan Documents • January 3rd, 2007 • Ibf Vi Guaranteed Income Fund • Asset-backed securities • New York
This Assignment of Loan Documents (this “Assignment”) is made as of October 23, 2006, by CapitalSource Finance LLC, a national banking association (“Assignor”), in favor of IBF Fund Liquidating LLC (“Assignee”).
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 AGREEMENTIntellectual 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 AGREEMENTSecurity 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”).
