SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2008, by and among Ascendia Brands, 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 15, 2008, 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”).
AMENDMENT NO. 1 TO SUBORDINATED NOTEAscendia Brands, Inc. • January 22nd, 2008 • Perfumes, cosmetics & other toilet preparations • New York
AMENDMENT NO. 1 (this “Amendment”) dated as of January 15, 2008 to SUBORDINATED NOTE (as amended, modified or supplemented prior to the date hereof, the “Note”) dated as of February 9, 2007, among ASCENDIA BRANDS, INC., a Delaware corporation (the “Obligor”), and COTY, INC., a Delaware corporation (together with any permitted transferee of this Note, the “Holder”). All capitalized terms used but not defined herein shall have the same meanings herein as in the Note. The parties hereto hereby agree as follows:
January 16, 2008Ascendia Brands, Inc. • January 22nd, 2008 • Perfumes, cosmetics & other toilet preparations • New York
WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTESecurities Purchase Agreement and Note • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
THIS WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTE (“Waiver and Consent”), dated as of January 15, 2008, is entered into by and among Ascendia Brands, Inc. (the “Company”), Prencen LLC (“Prencen”) and Prencen Lending LLC (the “Lender” and together with Prencen, the “Prencen Entities”).
WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTESSecurities Purchase Agreement and Notes • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations
THIS WAIVER AND CONSENT UNDER AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND NOTES (“Waiver and Consent”), dated as of January 15, 2008, is entered into by and among Ascendia Brands, Inc. (the “Company”), Watershed Capital Partners, L.P. and Watershed Capital Institutional Partners, L.P. (together, the “Lenders”).
SECOND AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENTCredit Agreement • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT (this “Second Amendment”) is made and entered into as of January 15, 2008, by and among Ascendia Brands, Inc., a Delaware corporation, as Administrative Borrower (“Administrative Borrower”) on behalf of itself and all other Borrowers (as defined below), Ascendia Brands (Canada) Ltd., formerly known as Lander Co. Canada Limited, a corporation amalgamated under the laws of Ontario, Canada (the “Guarantor”), the lenders listed on the signatory pages hereof (the “Lenders”), Wells Fargo Foothill, Inc., a California corporation, in its capacity as the collateral agent for the Lenders (the “Collateral Agent”) and Watershed Administrative, LLC, a Delaware limited liability company, as administrative agent for the Lenders (the “Administrative Agent”).
THIRD AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENTCredit Agreement • January 22nd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS THIRD AMENDMENT TO, AND WAIVER UNDER, CREDIT AGREEMENT (this “Third Amendment”) is made and entered into as of January 15, 2008, by and among Ascendia Brands, Inc., a Delaware corporation, as Administrative Borrower (“Administrative Borrower”) on behalf of itself and all other Borrowers (as defined below), Ascendia Brands (Canada) Ltd., formerly known as Lander Co. Canada Limited, a corporation amalgamated under the laws of Ontario, Canada (the “Guarantor”), the lenders listed on the signatory pages hereof (the “Lenders”), and Wells Fargo Foothill, Inc., a California corporation, in its capacity as the arranger and administrative agent for the Lenders (“Agent”).
