SECURITY AGREEMENTSecurity Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 9, 2007, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “ Grantors” and each, individually, a “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent and collateral agent for the Lender Group and the Bank Product Providers (together with its successors and assigns in such capacity, the “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2007, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of February 9, 2007 (the “Agreement Date”), by and between Ascendia Brands, Inc., a Delaware corporation (the “Company”), and Steven R. Scheyer (the “Executive”).
CREDIT AGREEMENT by and among ASCENDIA BRANDS, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent...Credit Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by ASCENDIA REAL ESTATE LLC f/k/a Hermes Real Estate I LLC (Mortgagor) in favor of WELLS FARGO FOOTHILL, INC. as Agent for the First Lien Lenders and Bank Product...Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter, together with any and all amendments, supplements, modifications or restatements of any kind, referred to as this “Mortgage”), is made as of February 9, 2007, by ASCENDIA REAL ESTATE LLC, a New York limited liability company f/k/a Hermes Real Estate I LLC, having its principal place of business at 100 Eldredge Street, Binghamton, New York 13902 (the “Mortgagor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, having an office at One Boston Place, 18th Floor, Boston, MA 02108, as Agent for the First Lien Lenders and Bank Product Providers (as hereinafter defined) (together with their respective successors and assigns in such capacity, if any, collectively, the “Mortgagee”).
THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIRD AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 9, 2007, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “ Buyers”).
LOCK-UP AGREEMENTLock-Up Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
GUARANTYGuaranty • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
GUARANTY, dated as of February 9, 2007 (this “Guaranty”), made by each of the undersigned (each, together with each other Person who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, a “Guarantor” and, collectively, the “Guarantors”), in favor of Prencen Lending LLC, a Delaware limited liability company (“Prencen”), Watershed Capital Partners, L.P., a Delaware limited partnership, and Watershed Capital Institutional Partners, L.P., a Delaware limited partnership (together, “Watershed”, and together with Prencen, the “Lenders” and each, a “Lender”).
GENERAL SECURITY AGREEMENT DATED AS OF February 9, 2007General Security Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Ontario
SECURITY AGREEMENTSecurity Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 9, 2007, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “ Grantors ” and each, individually, a “Grantor”), the members of the Lender Group (as defined below) party hereto from time to time, and WELLS FARGO FOOTHILL, INC., (“WFF”) in its capacity as collateral agent for the Lender Group (together with its successors and assigns in such capacity, the “Agent” or the “Collateral Agent”).
GUARANTEE (“this Guarantee”)Guarantee • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
THIS GUARANTEE is dated as of February 9, 2007, and made by LANDER CO. CANADA LIMITED, a corporation amalgamated under the laws of Ontario (the “Guarantor”), to and in favour of WELLS FARGO FOOTHILL, INC. (the “Collateral Agent”), a California corporation, as collateral agent on behalf of the Lender Group (collectively, the “Beneficiaries”) under the Credit Agreement (as defined herein).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of this 9th day of February, 2007, by and among Coty US LLC, a Delaware limited liability company with offices at 2 Park Avenue, New York, NY 10016 (“Coty”), and Ascendia Brands Co., Inc., a New Jersey corporation with offices at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (hereinafter “Ascendia”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of February 12, 2007 (the “Agreement Date”), by and between Ascendia Brands, Inc., a Delaware corporation (the “Company”), and Joseph A. Falsetti (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 9, 2007, by and among Ascendia Brands, Inc. (f/k/a Cenuco, Inc.), a Delaware corporation, with headquarters located at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 9, 2007, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), WELLS FARGO FOOTHILL, INC., in its capacity as collateral agent for the Lender Group and the Administrative Agent (together with its successors and assigns in such capacity, the “Collateral Agent”), and WATERSHED ADMINISTRATIVE, LLC, in its capacity as administrative agent for the Lender Group (together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, the “Agents”).
GUARANTEE (“this Guarantee”)Guarantee • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
THIS GUARANTEE is dated as of February 9, 2007, and made by LANDER CO. CANADA LIMITED, a corporation amalgamated under the laws of Ontario (the “Guarantor”), to and in favour of WELLS FARGO FOOTHILL, INC. (the “Agent”), a California corporation, as arranger and administrative agent on behalf of the Lender Group and the Bank Product Providers (collectively, the “Beneficiaries”) under the Credit Agreement (as defined herein).
GENERAL SECURITY AGREEMENT DATED AS OF February 9, 2007General Security Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Ontario
SUBORDINATE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by ASCENDIA REAL ESTATE LLC f/k/a Hermes Real Estate I LLC (Mortgagor) in favor of WELLS FARGO FOOTHILL, INC. as Collateral Agent for the Second Lien...Subordinate Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SUBORDINATE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter, together with any and all amendments, supplements, modifications or restatements of any kind, referred to as this “Mortgage”), is made as of February 9, 2007, by ASCENDIA REAL ESTATE LLC, a New York limited liability company f/k/a Hermes Real Estate I LLC, having its principal place of business at 100 Eldredge Street, Binghamton, New York 13902 (the “Mortgagor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, having an office at One Boston Place, 18th Floor, Boston, MA 02108, as Collateral Agent for the Second Lien Lenders and the Administrative Agent (as hereinafter defined) (together with their respective successors and assigns in such capacity, if any, collectively, the “Mortgagee”).
MANUFACTURING AGREEMENTManufacturing Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Manufacturing Agreement is made as of this 9th day of February, 2007 (the “Effective Date”) by and between Coty US LLC, a Delaware limited liability company with offices at 2 Park Avenue, New York, NY 10016 (hereinafter “Coty”), and Ascendia Brands Co., Inc., a New Jersey corporation with offices at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08618 (hereinafter “Ascendia”).
ContractSubordinated Note • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE OBLIGOR OF AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE OBLIGOR THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
GUARANTEE (“this Guarantee”)Guarantee • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
THIS GUARANTEE is dated as of February 9, 2007, and made by LANDER CO. CANADA LIMITED, a corporation amalgamated under the laws of Ontario (the “Guarantor”), to and in favour of Prencen Lending LLC (“Prencen”), Watershed Capital Partners, L.P. and Watershed Capital Institutional Partners, L.P. (together with Watershed Capital Partners, L.P., “Watershed”, and together with Prencen and the other holders and/or successors or assigns of the Secured Note (as defined below) from time to time, the “Lender Group”).
SECOND LIEN CREDIT AGREEMENT by and among ASCENDIA BRANDS, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO FOOTHILL, INC. as the Collateral Agent and...Second Lien Credit Agreement • February 15th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Credit Party or any Subsidiary of a Credit Party, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time, and any state, provincial and local or foreign counterparts or equivalents.
