Exhibit
10.29


 


FOURTEENTH
AMENDMENT AND MODIFICATION TO
LOAN
AND SECURITY AGREEMENT


 


THIS FOURTEENTH AMENDMENT AND MODIFICATION TO LOAN AND
SECURITY AGREEMENT
(the “Amendment”) is dated as of September 30,
2004 by and among SHERWOOD BRANDS OF
VIRGINIA, LLC (“VA”), SHERWOOD BRANDS, LLC (“MD”), SHERWOOD
BRANDS OF RI, INC. (“RI”),
ASHER CANDY, INC. (formerly known as Asher
Candy Acquisition Corporation) (“Asher”),
SHERWOOD BRANDS, INC. (“Guarantor”) and WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First
Union National Bank (the “Lender”).  VA, MD, RI and Asher are referred to
collectively as “Borrowers” or
each as a “Borrower”.


 


BACKGROUND


 


A.                                   Borrowers, Guarantor and
Lender entered into that certain Loan and Security Agreement dated June 12,
2001 (as amended by that certain First Amendment and Modification to Loan and
Security Agreement dated April 30, 2002, that certain Second Amendment and
Modification to Loan and Security Agreement dated September 5, 2002, that
certain Third Amendment and Modification to Loan and Security Agreement dated April 7,
2003, that certain Fourth Amendment and Modification to Loan and Security
Agreement dated May 30, 2003, that certain Fifth Amendment and Modification to
Loan and Security Agreement dated July 30, 2003 (the “Fifth
Amendment”), that certain Sixth Amendment and Modification to Loan
and Security Agreement dated November 24, 2003, that certain Seventh
Amendment and Modification to Loan and Security Agreement dated February 13,
2004, that certain Eighth Amendment and Modification to Loan and Security
Agreement dated April 8, 2004, that certain Ninth Amendment and
Modification to Loan and Security Agreement dated June 11, 2004, that
certain Tenth Amendment and Modification to Loan and Security Agreement dated July 31,
2004, that certain Eleventh Amendment and Modification to Loan and Security
Agreement dated August 20, 2004, that certain Twelfth Amendment and
Modification to Loan and Security Agreement dated August 31, 2004, that
certain Thirteenth Amendment and Modification to Loan and Security Agreement
dated September 13, 2004 and as the same may be further amended from time
to time, the “Loan Agreement”).


 


B.                                     Borrowers and Guarantors
have requested that Lender extend the Term and further amend the Loan Agreement
in accordance with the terms and conditions set forth herein.


 


NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as
follows:


 


1.                                       Confirmation of Background. 
Borrowers and Guarantor ratify, confirm and acknowledge that the statements
contained in the foregoing Background are true, accurate and complete in all
respects.


 


2.                                       Permitted Out-of-Formula Amount.  The
Permitted Out-of-Formula Amount, as defined in the Eighth Amendment, shall
remain available to Borrowers through October 8, 2004, subject to all of
the terms and conditions set forth therein and in the Loan Agreement.


 





















 


3.                                       Term.  Section 10.4 of the Loan
Agreement is deleted in its entirety and replaced with the following:


 


“10.4  Term.                              Terminating on October 8, 2004.”


 


4.                                       Interest on the Loans.


 


(a)                                  Interest on Revolving Loans. 
Commencing September 1, 2004, Section 10.5(a)
of the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


 


“(a)                            Applicable Percentage for Revolving Loans                                                        3%”


 


(b)                                 Interest on Term Loans. 
Interest on the unpaid principal balance of Term Loan A and Term Loan B
shall accrue from September 1, 2004 until final payment thereof at a per
annum rate of interest equal to the Prime Rate, plus three and one-half of one
percent (31⁄2%).


 


(c)                                  Eurodollar Loans/LIBOR Market Rate Loans.  From
and after September 1, 2004, neither Eurodollar Loans, LIBOR Market Rate
Loans nor loans based on the Term Loan LIBOR Market Rate shall be available to
Borrowers.


 


5.                                       Further Agreements and
Representations. Each
Borrower and Guarantor does hereby:


 


(a)                                  ratify, confirm and acknowledge that, as
amended hereby, the Loan Agreement and the other Loan Documents are valid,
binding and in full force and effect;


 


(b)                                 covenant and agree to perform all of such Borrower’s
and Guarantor’s obligations under the Loan Agreement and the other Loan
Documents, as amended;


 


(c)                                  acknowledge and agree that as of the date
hereof, neither any Borrower nor Guarantor has any defense, set-off,
counterclaim or challenge against the payment of any sums owing under any of
the Obligations, as amended, or the enforcement of any of the terms of the Loan
Agreement or of the other Loan Documents, as amended;


 


(d)                                 acknowledge and agree that except as
heretofore disclosed to Lender by Borrowers in writing, all representations and
warranties of Borrowers and Guarantor contained in the Loan Agreement and/or
the other Loan Documents, as amended, are true, accurate and correct on and as
of the date hereof as if made on and as of the date hereof;


 


(e)                                  represent and warrant that, no Event of
Default or event which with the delivery of notice, passage of time or both
would constitute an Event of Default exists or will exist; and


 


(f)                                    covenant and agree that Borrowers’ or
Guarantor’s failure to comply with the terms of this Amendment or any of the
other Loan Documents shall constitute an Event of Default under the Loan
Agreement.


 


6.                                       Additional Documents;
Further Assurances.  Borrowers and Guarantor covenant and agrees
to execute and deliver to Lender, or to cause to be executed and delivered to
Lender contemporaneously herewith, at the sole cost and expense of Borrowers,
all documents, agreements,


 





















 


statements, resolutions,
certificates, consents and information as Lender may require in connection with
the matters or actions described herein. 
Borrowers and Guarantor further covenant and agree to execute and
deliver to Lender or to cause to be executed and delivered at the sole cost and
expense of Borrowers, from time to time, any and all other documents,
agreements, statements, certificates and information as Lender shall reasonably
request to evidence or effect the terms hereof, the Loan Agreement, as amended,
or any of the other Loan Documents, or to enforce or to protect Lender’s
interest in the Collateral.  All such
documents, agreements, statements, etc., shall be in form and content
acceptable to Lender in its reasonable sole discretion.


 


7.                                       Release. 
Borrowers and Guarantor acknowledge and agree that they have no claims,
suits or causes of action against Lender and hereby remise, release and forever
discharge Lender and its officers, directors, shareholders, employees, agents,
successors and assigns from any claims, suits or causes of action whatsoever,
in law or equity, which any Borrower or Guarantor has or may have arising from
any act, omission or otherwise, at any time up to and including the date of
this Amendment.


 


8.                                       Certain Fees, Costs,
Expenses And Expenditures.  Borrowers will pay all of the Lender’s
expenses in connection with the review, preparation, negotiation, documentation
and closing of this Amendment and the consummation of the transactions
contemplated hereunder, including without limitation, fees, disbursements,
expenses, appraisal costs and fees and expenses of counsel retained by Lender
and all fees related to filings, recording of documents and searches, whether
or not the transactions contemplated hereunder are consummated.  Nothing contained herein shall limit in any
manner whatsoever Lender’s right to reimbursement under any of the Loan
Documents.


 


9.                                       No Further Amendment; No
Course of Dealing.  Nothing contained herein constitutes an
agreement or obligation by Lender to grant any further amendments with respect
to any of the Loan Documents.  Any waiver
or implied waiver by Lender of any obligations or covenants of Borrowers,
Guarantor or any of them, under the Loan Documents is expressly terminated and
rescinded and Borrowers shall strictly perform and comply with all obligations
and covenants under the Loan Documents.


 


10.                                 Inconsistencies. To the extent of any inconsistencies between
the terms and conditions of this Amendment and the terms and conditions of the
Loan Agreement, the terms and conditions of this Amendment shall prevail. All
terms and conditions of the Loan Agreement not inconsistent herewith shall
remain in full force and effect and are hereby ratified and confirmed by
Borrowers.


 


11.                                 Construction.  Any
capitalized terms used in this Amendment not otherwise defined shall have the
meaning as set forth in the Loan Agreement.


 


12.                                 Binding Effect.  This
Amendment, upon due execution hereof, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.


 


13.                                 Governing Law.  This
Amendment shall be governed and construed in accordance with the laws of the
Commonwealth of Pennsylvania.


 





















 


14.                                 Severability.  The
provisions of this Amendment and all other Loan Documents are deemed to be
severable, and the invalidity or unenforceability of any provision shall not
affect or impair the remaining provisions which shall continue in full force
and effect.


 


15.                                 No Third Party Beneficiaries.  The
rights and benefits of this Amendment and the Loan Documents shall not inure to
the benefit of any third party.


 


16.                                 Headings.  The
headings of the Articles, Sections, paragraphs and clauses of this Amendment
are inserted for convenience only and shall not be deemed to constitute a part
of this Amendment.


 


17.                                 Counterparts.  This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Amendment by signing any such counterpart.


 


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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused
this Amendment to be executed the day and year first above written.


 


 


	
  LENDER:

  	
  BORROWERS:

  
	
   

  	
   

  
	
  WACHOVIA BANK,

  NATIONAL ASSOCIATION

  	
  SHERWOOD BRANDS OF VIRGINIA,

  LLC

  
	
   

  	
  a Virginia limited liability company

  
	
   

  	
   

  
	
  By:

  	
  /s/ George C. Kyvernitis

  	
   

  	
  By:

  	
  SHERWOOD BRANDS, INC.,

  
	
   

  	
  Georgios C. Kyvernitis, Director

  	
   

  	
  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/  Amir Frydman

  	
   

  
	
   

  	
   

  	
   

  	
  Amir Frydman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERWOOD BRANDS, LLC,

  
	
   

  	
  a Maryland limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SHERWOOD BRANDS, INC.,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Amir Frydman

  	
   

  
	
   

  	
   

  	
   

  	
  Amir Frydman

  
	
   

  	
   

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERWOOD BRANDS OF RI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Amir Frydman

  	
   

  
	
   

  	
   

  	
  Amir Frydman

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASHER CANDY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Amir Frydman

  	
   

  
	
   

  	
   

  	
  Amir Frydman

  
	
   

  	
   

  	
  Executive
  Vice President

  
														



 


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  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  SHERWOOD BRANDS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Amir Frydman

  	
   

  
	
   

  	
   

  	
  Amir Frydman

  
	
   

  	
   

  	
  Executive
  Vice President