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THIRD SUPPLEMENTAL INDENTURE
This Third Second Supplemental Indenture is dated as of March 23, 2000
among Archibald Candy Corporation, an Illinois corporation (the "Company"), the
Guarantors signatory hereto (the "Guarantors") and The Bank of New York, a New
York banking corporation, as trustee (the "Trustee").
WHEREAS, the Company has duly issued its 10 1/4% Senior Secured Notes Due
2004 (the "Notes"), in the aggregate principal amount of $170,000,000 pursuant
to an Indenture between the Company and the Trustee, dated as of July 2, 1997,
as amended by the First Supplemental Indenture, dated as of December 7, 1998,
among the Company, the guarantors named therein and the Trustee, and the Second
Supplemental Indenture (the "Second Supplemental Indenture"), dated as of June
8, 1999, among the Company, the Guarantors and the Trustee (together, the
"Indenture"), and the Notes are outstanding on the date hereof;
WHEREAS subsequent to the execution of the Second Supplemental Indenture,
the parties thereto identified an inconsistency in Section 4.12 of the Indenture
resulting from the execution of the Second Supplemental Indenture;
WHEREAS, Section 9.1 of the Indenture provides that the Company and the
Trustee may amend or supplement the Indenture to cure any ambiguity, defect or
inconsistency without the consent of any Holder and execute a supplemental
indenture to evidence such amendment;
WHEREAS, the Company, the Guarantors and the Trustee are agreeable to
clarifying the inconsistency in Section 4.12 of the Indenture as described
below; and
WHEREAS, it is provided in Section 9.4 of the Indenture that an amendment
of the Indenture becomes effective in accordance with its terms and thereafter
binds every Holder.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
Capitalized terms not defined herein shall have the meanings given to such
terms in the Indenture.
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SECTION 2. AMENDMENTS TO THE INDENTURE
Section 2.1. AMENDMENT TO THE LIMITATION ON LIENS COVENANT.
Section 4.12 of the Indenture shall be amended by deleting the reference to
"(ix) of Section 4.9(b)" contained therein and replacing it with a reference to
"(x) of Section 4.9(b)".
SECTION 3. MISCELLANEOUS
Section 3.1. GOVERNING LAW.
THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED, INTERPRETED AND THE
RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE COMPANY AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PERSON TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.
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Section 3.2. CONTINUING AGREEMENT.
Except as herein amended, all terms, provisions and conditions of the
Indenture, all Exhibits thereto and all documents executed in connection
therewith shall continue in full force and effect and shall remain enforceable
and binding in accordance with their terms.
Section 3.3. CONFLICTS.
In the event of a conflict between the terms and conditions of the
Indenture and the terms and conditions of this Third Supplemental Indenture,
then the terms and conditions of this Third Supplemental Indenture shall
prevail.
Section 3.4. COUNTERPART ORIGINALS.
The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
Section 3.5. HEADINGS, ETC..
The Headings of the Sections of this Third Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
[Signature pages follow]
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Supplemental Indenture as of the date first written above.
ARCHIBALD CANDY
CORPORATION
By: /s/ Ted A. Shepherd
--------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
Attest:
By: /s/ Edward Goralski
--------------------------
Name: Edward Goralski
Title: Assistant Secretary
SWEET FACTORY GROUP, INC.
By: /s/ Ted A. Shepherd
--------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
Attest:
By: /s/ Edward Goralski
--------------------------
Name: Edward Goralski
Title: Assistant Secretary
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SWEET FACTORY, INC.
By: /s/ Ted A. Shepherd
--------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
Attest:
By: /s/ Edward Goralski
--------------------------
Name: Edward Goralski
Title: Assistant Secretary
SF PROPERTIES, INC.
By: /s/ Ted A. Shepherd
--------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
Attest:
By: /s/ Edward Goralski
--------------------------
Name: Edward Goralski
Title: Assistant Secretary
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SF CANDY COMPANY
By: /s/ Ted A. Shepherd
--------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
Attest:
By: /s/ Edward Goralski
--------------------------
Name: Edward Goralski
Title: Assistant Secretary
ARCHIBALD CANDY (CANADA)
CORPORATION
By: /s/ Ted A. Shepherd
--------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
Attest:
By: /s/ Edward Goralski
--------------------------
Name: Edward Goralski
Title: Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Mary LaGumina
-----------------------
Name: Mary LaGumina
Title: Vice President
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