QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 4.5    
  


INTELLECTUAL PROPERTY

SECURITY AGREEMENT  


        INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement") dated as of November 1, 2002, made by ARCHIBALD
CANDY CORPORATION, a Delaware corporation ("Archibald"), and LAURA SECORD HOLDINGS CORP., a Delaware Corp, ("LS
Holdings", and collectively with Archibald, the "Grantors", and each individually, a
"Grantor"), in favor of FOOTHILL CAPITAL CORPORATION, a California corporation, in its capacity as Agent under the Loan Agreement, referred to below
(together with its successors and assigns, the "Grantee"). 


RECITALS:  


        WHEREAS, Grantors owns the Intellectual Property Collateral (as hereafter defined) listed on the Schedules hereto; 


        WHEREAS,
the Grantors have entered into the Loan and Security Agreement and Guaranty dated as of November 1, 2002 (as amended, modified, supplemented or restated and in effect
from time to time, the "Loan Agreement") by and among Archibald, as Borrower, LS Holdings and Archibald Candy (Canada) Corporation, as Guarantors, the lenders that are signatories thereto (the
"Lenders") and the Grantee, as arranger and administrative agent; 



        WHEREAS,
pursuant to the terms of the Loan Agreement, Grantors have granted to Grantee, for the benefit of the Lenders, a security interest in substantially all the assets of the
Grantors including all right, title and interest of Grantors in, to and under all Grantors' intellectual property, whether presently existing or hereafter arising or acquired, and the applications
therefor and the registrations thereof, and all products and proceeds thereof, including, without limitation, any and all causes of action which may exist by reason of infringement or dilution
thereof, to secure the payment of all Obligations owing under the Loan Agreement; 



        NOW,
THEREFORE, in consideration of the aforementioned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors hereby
agree as follows: 


        1.    Defined Terms.    


        Unless
otherwise defined herein, capitalized terms which are defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. 


        2.    Grant of Security Interest.    As collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Loan Agreement), each Grantor hereby grants, transfers, collaterally assigns and sets over to
Grantee, for the benefit of the Lenders, a fully perfected, first priority security interest in, assignment of, general lien on and right of set-off of, all of the following (collectively,
the "Intellectual Property Collateral"), in each case whether now existing or hereafter arising and whether now owned or hereafter acquired: 



        (a)  all
of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all United States and foreign trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, all prints or labels on which any of the foregoing appear,
and all designs and general intangibles of a like nature, and the goodwill associated therewith or symbolized thereby, and all other assets, rights and interests that uniquely embody such goodwill,
now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in
any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, and all extensions or renewals thereof (including without
limitation each trademark, trade name, trade dress, registration and application identified in Schedule I attached hereto and incorporated herein by reference) and including all income,
royalties, damages and payments now and hereafter due and/or payable with respect thereto (including without limitation damages for past or future infringements thereof), the right to sue or otherwise
recover for all past, present and future infringements thereof, all rights corresponding thereto throughout the world (but only such rights as now exist or may come to exist under applicable local
law) and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and
symbolized by, each such trademark and service mark (collectively, the "Trademarks"); 






 

        (b)  all
letters patent of the United States or any other country, including patents, design patents and utility models, and all registrations and recordings thereof, all
applications for letters patent of the United States or any other country (including without limitation the patents, design patents and utility models identified on Schedule II attached hereto
and incorporated herein by reference) and all reissues, extensions, divisions, continuations and continuations-in-part thereof, and the inventions disclosed or claimed therein,
including the right to make, sell and/or use the inventions disclosed or claimed therein (collectively, the "Patents"); 



        (c)  all
copyrights in any original work of authorship fixed in any tangible medium of expression, including, without limitation, all databases, source codes, object codes
and manuals, whether published or unpublished, whether now or hereafter existing, and whether in the United States or any other country, and all applications, registrations, renewals, extensions and
recordings relating thereto filed in the United States Copyright Office (the "Copyright Office") or in any other governmental office or agency in the
United States or any other country or political subdivision thereof, in each case in which any Grantor has any right, title or interest, whether as author, assignee, transferee or otherwise (including
without limitation the copyrights listed on Schedule III attached hereto and incorporated herein by reference), and all other rights which any Grantor presently has or hereafter acquires
pursuant to any Copyright License relating to any such copyright, including, without limitation, copyright assignments, and exclusive and nonexclusive licenses, and all right, title and interest of
the Grantors in all physical materials embodying any work with respect to which the Grantors own or hold rights in any Copyright or Copyright License (collectively, the
"Copyrights"); 


        (d)  All
agreements, written or oral (i) providing for the grant by or to any Grantor of any right to use any Trademark (including without limitation the licenses
listed on Schedule IV attached hereto and incorporated herein by reference), and the right to prepare for sale, sell and advertise for sale, all Inventory (as defined in the Loan Agreement) now
or hereafter owned by such Grantor and now or hereafter covered by such licenses (collectively, the "Trademark Licenses"); (ii) providing for the
grant by or to any Grantor of any right to manufacture, use or sell any invention covered by a Patent and all rights of any Grantor under such agreement (collectively, the
"Patent Licenses"); and (iii) naming such Grantor as licensor or licensee, granting any right in or to any Copyright or copyright registration in
the United States or any foreign country or any and all present and future agreements, including, without limitation, assignments and consents, as any such agreements may from time to time be amended
or supplemented, pursuant to which such Grantor now has or hereafter acquires any direct or beneficial interest in any Copyright, or is a Grantor of rights to any third party with respect to any
copyright, whether as a party to any such agreement or as an assignee of any rights under any such agreement excluding, however, non-exclusive computer software licenses; 


        (e)  All
of each Grantors' rights, title, interest, privileges and benefits nor or hereafter existing in and to any domain names and registrations (including without
limitation the domain names and registrations listed on Schedule V attached hereto and incorporated herein by reference) now or hereafter now or hereafter owned by such Grantor (the
"Domain Names"), together with the goodwill associated therewith, and all rights to damages and profits, due or accrued, arising out of past
infringement of any of the Domain Names, and the right to sue for and recover the same; and 


        (f)    all
proceeds and products of any and all of the foregoing Intellectual Property Collateral. 




        This
security interest is granted in conjunction with the security interests granted to the Grantee pursuant to the Loan Agreement. Each Grantor does hereby further acknowledge and
affirm that the rights and remedies of Grantee with respect to the security interest in the Intellectual Property Collateral made and granted hereby are more fully set forth in the Loan Agreement, the
terms and provisions of which are incorporated by reference herein as if fully set forth herein. 


        Subject
to the terms and provisions of the following paragraph, on the Termination Date (as defined below), this Agreement shall terminate (provided that any indemnities set forth herein
shall survive any such termination) and Grantee, at the request and expense of Grantors, will execute and deliver to Grantors a proper instrument or instruments acknowledging the satisfaction and
termination of this Agreement as provided above and releasing the lien on the Intellectual Property Collateral, and will duly assign, transfer and deliver to Grantors (without recourse and without any
representation or warranty) such of the Intellectual Property Collateral as may be in the
possession of Grantee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with all cash in respect of the Intellectual Property Collateral at the
time held by Grantee hereunder. As used in this Agreement, "Termination Date" shall mean the date upon which no Obligation under the Loan Agreement is
outstanding and all have been paid in full and the Loan Agreement has been terminated. 


2





 



        This
Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any
Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor's assets, and
shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned. 


        In
the event of any express conflict between the terms of this Agreement and the Loan Agreement, the terms of the Loan Agreement shall govern and prevail. 


3





 

        IN
WITNESS WHEREOF, the parties have duly executed this Intellectual Property Security Agreement on the day and year first written above. 



	

 	
 	

ARCHIBALD CANDY CORPORATION, as Grantor
	

 	
 	

By:	
 	

/s/  TED A. SHEPHERD      

	 	 	 	 	Name:	 	Ted A. Shepherd
	 	 	 	 	Title:	 	President and Chief Executive Officer
	

 	
 	

LAURA SECORD HOLDINGS CORP., as Grantor
	

 	
 	

By:	
 	

/s/  TED A. SHEPHERD      

	 	 	 	 	Name:	 	Ted A. Shepherd
	 	 	 	 	Title:	 	President and Chief Executive Officer
	

 	
 	

FOOTHILL CAPITAL CORPORATION, as Grantee
	

 	
 	

By:	
 	

/s/  VINCENT J. EGAN, JR.      

	 	 	 	 	Name:	 	Vincent J. Egan, Jr.
	 	 	 	 	Title:	 	Vice President




4






   Schedule I  


Trademarks

ARCHIBALD CANDY CORPORATION

U.S. Trademarks  



	Trademark
	 	Registration No.

	AMERICAN HOMESTEAD COLLECTION BY FANNY FARMER	 	2,040,233
	

DEBUTANTES	
 	

2,221,712
	

(DESIGN ONLY) HOPPING Easter Bunny with Basket)	
 	

1,483,724
	

FANNIE FARMER (COOKBOOKS CLASS 16)	
 	

1,770,031
	

FANNIE MAY (STYLIZED)	
 	

2,121,790
	

FANNIE MAY CANDIES CELEBRATED COLLECTION	
 	

2,173,898
	

FANNIE MAY CONFECTIONARY	
 	

2,181,859
	

FANNIE MAY CONFECTIONARY (STYLIZED)	
 	

2,183,444
	

FANNIE MAY KITCHEN FRESH CANDIES	
 	

1,407,863
	

FANNY FARMER (stylized for candy)	
 	

126,844
	

FANNY FARMER (STYLIZED) for jams etc	
 	

578,907
	

FANNY FARMER (STYLIZED WITH SILHOUETTE DESIGN)	
 	

904,804
	

FANNY FARMER (STYLIZED) for toys, etc	
 	

905,819
	

FANNY FARMER (STYLIZED) for retail store services	
 	

1,375,189
	

FANNY FARMER (and new Cameo Design)	
 	

1,392,552
	

FANNY FARMER (stylized script) for ice cream	
 	

1,393,461
	

FF (STYLIZED)	
 	

998,022
	

I CAN'T MAKE ALL THE CANDY IN THE WORLD SO I JUST MAKE THE BEST OF IT!	
 	

1,397,036
	

I LOVE MY HONEY BUT OH YOU FANNIE MAY!	
 	

1,468,535
	

LAFAYETTE(1)	
 	

211,768
	

LIVE WIRES	
 	

2,512,490
	

PECAN DIXIES	
 	

1,758,566
	

PIXIES (STYLIZED)	
 	

593,071
	

SWEET LOOK	
 	

1,200,893
	

SWEET PERSUASION	
 	

1,816,447
	

TRINIDAD	
 	

1,607,576
	

TRINIDADS	
 	

1,400,579
	

LAURA SECORD(2)	
 	

163,475






	(1)
	Archibald
Candy Corporation has suspended use of this trademark.



	(2)
	Trademark
assignment to Archibald Candy Corporation filed in May 2002 at U.S. Trademark Office. 


5





 
ARCHIBALD CANDY CORPORATION

State Trademark Registrations  



	Trademark
	 	State
	 	Registration No.

	FANNIE MAY CANDIES	 	Missouri	 	MO 9241
	

FANNIE FARMER	
 	

New York	
 	

R27,824
	

PIXIES	
 	

Illinois	
 	

29,397





ARCHIBALD CANDY CORPORATION

Foreign Trademarks (other than Canadian)  



	Trademark
	 	Country
	 	Registration No./

Serial No.

	FANNY FARMER (SCRIPT) for coffee, tea, chocolate...	 	FRANCE	 	1,368,234
	

FANNY FARMER for tapioca, sugar, etc.	
 	

FRANCE	
 	

1,267,399
	

FANNY FARMER	
 	

ITALY	
 	

763,149 (previous registration #480,040)(3)
	

FANNIE MAY for confectionary, bread	
 	

JAPAN	
 	

1,809,559
	

FANNY FARMER for chocolate	
 	

JAPAN	
 	

1,241,987(4)
	

FANNY FARMER for coffee, confections, cereal	
 	

Switzerland	
 	

350,027(5)
	

FANNY FARMER for sugar confectionary & chocolate cover confectionary	
 	

United Kingdom	
 	

608,710
	

FANNY FARMER for non-medicated confectionary	
 	

United Kingdom	
 	

1,275,968







	(3)
	*ITALY
Registration No. 480,040 may be the same as #763,149. Winston & Strawn's Paris Office is researching.



	(4)
	Registration
is still owned by Fanny Farmer Candy Shops, Inc. It will cost approximately $1,600 to file a correction.



	(5)
	SWITZERLAND
Registration No. 350,027 is still listed as owned by Fanny Farmer Candy Shops, Inc. 




ARCHIBALD CANDY CORPORATION

Canadian Trademarks  



	Trademark
	 	Registration No.

	CALYPSO	 	App# 103,505,400
	

LAURA SECORD; DESIGN	
 	

TMA 308,270
	

LAURA SECORD	
 	

TMA 291,898
	

LAURA SECORD	
 	

TMA 209,560
	

CAMEO DESIGN	
 	

TMA 207,365
	

LAURA SECORD & DESIGN	
 	

TMA 217,670
	

KIDDY POPS	
 	

UCA 039,227
	

LAURA SECORD	
 	

TMDA 018,979
	

INDULGE	
 	

TMA389,009
	
 	
 	

 




6





 

	

OCCASIONS BY LAURA SECORD	
 	

TMA 371,465
	

ROSE DESIGN	
 	

TMA 301,317
	

CAMEO & DESIGN	
 	

TMA 280,819
	

LAURA SECORD	
 	

TMA 186,708
	

MEDALLIONS	
 	

TMA 126,360
	

CAMEO CONE	
 	

TMA 415,221
	

FANNIE FARMER (for cookbooks)	
 	

218,042
	

FANNY FARMER (for candy)	
 	

TMDA 026,793
 expired 2001





ARCHIBALD CANDY FOREIGN CORPORATION

Other Registered Trademarks(6)  



	Trademark
	 	Country
	 	Registration No.

	Laura Secord	 	United Kingdom	 	977778
	

Laura Secord	
 	

United Kingdom	
 	

B 1243751
	

Laura Secord	
 	

Hong Kong	
 	

B 27351988
	

Laura Secord	
 	

Australia	
 	

A 402878
	

Laura Secord	
 	

France	
 	

1,675,679
	

Laura Secord	
 	

Greece	
 	

77408
	

Laura Secord	
 	

Ireland	
 	

110725
	

Laura Secord	
 	

Korea Republic of (South)	
 	

166260 may have expired in July, 1999
	

Laura Secord	
 	

Kuwait	
 	

15712
	

Laura Secord	
 	

Macau	
 	

5812 M
	

Laura Secord	
 	

Saudi Arabia	
 	

13939
	

Laura Secord	
 	

Saudi Arabia	
 	

13940
	

Laura Secord	
 	

Saudi Arabia	
 	

13941
	

Laura Secord	
 	

Saudi Arabia	
 	

13942
	

Laura Secord	
 	

Singapore	
 	

51484
	

Laura Secord	
 	

South Africa	
 	

840270
	

Laura Secord	
 	

Switzerland	
 	

340,977







	(6)
	No
Computer Reports were run in 2002 for this list. 


7





 

Trade Names  


Laura
Secord

Laura Secord French & Frosted Mint

Laura Secord Frosted Mint

Laura Secord Mint Medallion

Laura Secord Mint Stick

Laura Secord Almond Bark

Laura Secord Jellifruit

Laura Secord Miniatures

Laura Secord Dixies

Laura Secord Puppy Paws

Laura Secord Buttermallow

Laura Secord Nut Bordeaux

Laura Secord French Mint

Laura Secord Laurette

Laura Secord Secord

Laura Secord Superior

Laura Secord Goldie

Laura Secord Milton

Laura Secord York

Laura Secord French Crisp

Laura Secord Virginia Crisp

Laura Secord Butter Crunch

Laura Secord Milk Fingers

Laura Secord White Fingers

Laura Secord Southern

Laura Secord Gloria

Laura Secord Jamaican

Laura Secord Orange Fruit Dream

Laura Secord Strawberry Fruit Dream

Laura Secord Raspberry Fruit Dream

Laura Secord Essex

Laura Secord Kent

Laura Secord Swirls & Clusters

Laura Secord Almond Swirls

Laura Secord Vanilla Belmont

Laura Secord Cameo

Laura Secord Princess 


Fannie
May

Fannie May Candies

Fanny Farmer

Fanny Farmer Candies

Sweet Factory

Sweet Factory Group, Inc.

Sweet Factory Group

SF Candy Company

Sweet Factory, Inc.

SF Properties, Inc.

Archibald Candy (Canada) Corporation 


8






   Schedule II  


Patents  


 UNITED STATES REGISTERED PATENTS
  NONE  


CANADIAN REGISTERED PATENTS
  NONE  


9





 
Schedule III  


Copyrights  



	Title
	 	Registration No.

(Renewal Number)

	"The New Fannie Farmer Boston Cooking School Cook Book" (1951 Edition)	 	A 58906

(RE 47-403)
	

"The Fannie Farmer Junior Cook Book" (Revised Edition)	
 	

A 310806

(RE 269-246)
	

"The Fannie Farmer Junior Cook Book" (Revised Edition)	
 	

A 310806

(RE 269-247)
	

"The Fannie Farmer Junior Cook Book" (Revised Edition)	
 	

A 310806

(RE 258-685)
	

"The All New Fannie Farmer Boston Cooking School Cook Book"	
 	

A 409841

(RE 351-952)
	

"The Fannie Farmer Cook Book" (Eleventh Edition)	
 	

A 785881

(RE 47-403)
	

"Candies" (Print or Label)	
 	

KK 232513
	

"Miss Dog's Christmas Treat" (Book)	
 	

A 557906
	

"The Fannie Farmer Cook Book" (Twelfth Edition)	
 	

TX 338-846
	

"The Fannie Farmer Baking Book"	
 	

TX 1-547-681
	

"The Fannie Farmer Cook Book" (Thirteenth Edition)	
 	

TX 3-280-034
	

"Fannie May Chocolate Filled Bunnies" (Poster)	
 	

VA 226 329
	

"Fannie May Candies Easter Parade" (Poster) (photograph and lithograph reproduction)	
 	

VA 299 153
	

"Fannie May Candies Easter Parade" (Catalogue 1987 edition)	
 	

VA 258 898
	

"Fannie May Candies Easter Parade" (Catalogue 1988 edition)	
 	

VA 295 869
	

Fannie May Candies Easter Parade" (Catalogue 1989 edition)	
 	

VA 339 469
	

"Fannie May Kitchen Fresh Candies" (Easter 1992 Gift Selection—photographic catalogue)	
 	

VAU 213 682
	

"The Chocolate Idea Book"—(Catalogue)	
 	

TX 1 712 172
	

"The Chocolate Idea Book"—(Catalogue 1986-1987 edition)	
 	

VA 248 077
	

Chocolate Delights"—(Catalogue 1986-1987 edition)	
 	

VA 242 556
	

"Fannie May Quantity Order Discount Program 1991-1992" (photographic catalogue)	
 	

VA 474 042
	

"Fannie May Mail Order and Quantity Order Catalogue 1987-1988"	
 	

VA 278 699
	

"Fannie May Mail Order and Quantity Order Catalogue 1988-1989"	
 	

VA 321 549
	

"Fannie May Kitchen Fresh Candies 1991-1992 Mail Order Gift Selection" (photographic catalogue)	
 	

VA 474 044
	

"Quantity Order Discount Program Fannie May Candies" (photographic brochure)	
 	

VA 474 043
	

"Fannie May Quantity Order Discount Program 1991-1992" (Photographic catalogue)	
 	

VA 474 042
	
 	
 	

 




10





 

	

"The Victorian Valentine" (design)	
 	

TX 1 851 807
	

"Fannie May Kitchen Fresh Candies Valentine's 1992 Gift Selection" (photographic catalogue)	
 	

VAU 213 681
	

"Fannie May Valentine Brochure—1987 Edition"	
 	

VA 253 083
	

"Fannie May Valentine Brochure—1988 Edition"	
 	

VA 291 146
	

"Fannie May Valentine Brochure—1989 Edition"	
 	

VA 337 851
	

"Fannie May Candies Happy Holidays Flyer 1987" (Catalogue)	
 	

VA 284 161
	

"Fannie May Candies Happy Holidays Flyer 1988" (Catalogue)	
 	

VA 327 611
	

"Fannie May Kitchen Fresh Candies Christmas 1991 Gift Selections" (Photographic Catalogue)	
 	

VAU 213 680
	

"Chicago Skylines" (packaging—print based upon original painting)	
 	

VA 206 338
	

"Water Tower/Horse and Carriage" (print based on original painting)	
 	

VAU 228 669
	

"Floral Heart"	
 	

VA 815 722
	

"Christmas Personal Consumption"	
 	

VA 814 976
	

"Valentine's Day Personal Consumption"	
 	

VA 814 977
	

"Halloween Personal Consumption"	
 	

VA 814 978
	

"Easter Personal Consumption"	
 	

VA 814 979
	

"96 Halloween Pop"	
 	

VA 814 980
	

"Easter Bunny Crate"	
 	

VA 814 981
	

"Easter Bunny Die Cut Box"	
 	

VA 814 982
	

"Marshmallow Hearts"	
 	

VA 814 983
	

"Carrot-Rabbit Boxes"	
 	

VA 820 242
	

"Easter Cream Egg Boxes"	
 	

VA 824 758
	

"97 Whimsical 2 oz. Heart"	
 	

VA 824 762
	

"12 oz. Jelly Bird Egg"	
 	

VA 824 763
	

"Christmas Tree Die Cut Box"	
 	

VA 824 764
	

"1 oz. Santa Pop"	
 	

VA 824 765
	

"Twelve Days of Christmas"	
 	

VA 824 766





11






   Schedule IV  


Licenses


        1.    Trademark
Agreement dated as of May 15, 1987 with Alfred Knopf for use of the "FANNIE FARMER" trademark in conjunction with publication rights to "The Fannie
Farmer Cookbook" (13TH Edition). 


        2.    Trademark
Agreement dated as of March 17, 1983 with Alfred Knopf for use of the "FANNIE FARMER" trademark in conjunction with publication rights to "The Fannie
Farmer Baking Book. 


        3.    Non-exclusive
licenses of "Fannie May", "Fannie Farmer", and "Fanny Farmer", trademarks pursuant to distributorship agreements and agreements for advertising
and promotion, and merchandising of non-food products (including, without limitation, non-exclusive licenses for the use of such trademarks for publications for third parties)
entered into in the ordinary course of business and consistent with past practice. 


12





 
Schedule V  


Domain Names  


www.archibaldcandy.com

www.fanniemay.com

www.fanniemaycandies.com

www.laurasecord.ca 


13









QuickLinks



Exhibit 4.5