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.
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”).
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”).
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;
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”).
