GUARANTYGuaranty • October 12th, 2010 • Us Dry Cleaning Corp • Services-personal services
THIS GUARANTY (this “Guaranty”) is made as of the 24th day of March, 2008, by US DRY CLEANING CORPORATION (the “Guarantor”), to and with NEWSTAR FINANCIAL, INC., a Delaware corporation with an address at 500 Boylston Street, Suite 1600, Boston, Massachusetts 02116 (hereinafter referred to as the “Lender”).
TIME NOTETime Note • October 12th, 2010 • Us Dry Cleaning Corp • Services-personal services • Massachusetts
FOR VALUE RECEIVED, USDC PORTSMOUTH, INC., a California corporation (“Borrower”), hereby promises to pay to the order of NEWSTAR FINANCIAL, INC., a Delaware corporation (“Lender”), or to its order, at its office at 500 Boylston Street, Boston, Massachusetts 02116, the principal sum of Nine Hundred Seventy-Five Thousand Dollars ($975,000.00) (subject to Section 14 below), together with interest in arrears on the unpaid principal balance from time to time outstanding hereunder from the date hereof until the entire principal amount due hereunder is paid in full at the rates hereinafter provided.
JOINT FILING AGREEMENTJoint Filing Agreement • October 12th, 2010 • Us Dry Cleaning Corp • Services-personal services
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date with respect to beneficial ownership by the undersigned of the shares of common stock of U.S. Dry Cleaning Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, and any further amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to the Statement on Schedule 13D.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 12th, 2010 • Us Dry Cleaning Corp • Services-personal services • Massachusetts
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) is made as of this 20th day of March, 2009, between NewStar Financial, Inc. (the “Assignor”), Lester E. Taylor Jr. and Diane M. Taylor, Trustees of the Taylor Family Trust dated March 3, 1994 and as amended in its entirety November 18, 1999 (the “Assignee”) and Setal 2, LLC (“S2”).
LIEN SHARING AND LOAN EXTENSION AGREEMENTLien Sharing and Loan Extension Agreement • October 12th, 2010 • Us Dry Cleaning Corp • Services-personal services • California
THIS LIEN SHARING AND LOAN EXTENSION AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2009, by and among U.S. DRY CLEANING CORPORATION, a Delaware corporation (the “Company”), STEAM PRESS HOLDINGS, INC., a California corporation, CLEANERS CLUB ACQUISITION SUB, INC., a California corporation, USDCC CVR MERGER SUB, LLC, a California limited liability company, USDC FRESNO, INC., a California corporation, USDC FRESNO 2, INC., a California corporation, USDC PORTSMOUTH, INC., a California corporation, and USDC TUCHMAN INDIANA, INC., a California corporation (collectively, the “Subsidiaries”) and SETAL 6, LLC, a California limited liability company (“Setal 6”), SETAL 5, LLC, a California limited liability company (“Setal 5”), SETAL 4, LLC, a California limited liability company (“Setal 4”), SETAL 3, LLC, a California limited liability company (“Setal 3”), SETAL 2, LLC, a California limited liability company (“Setal 2”) SETAL 1, LLC, a California limited liability company (“
