be deemed to be an original, but all of which
when taken together shall constitute one and the same agreement.
5.7.
Waiver of Claims.
Each Continuing Credit Party, by signing
below, hereby waives and releases Agent and each of the Lenders and their
respective directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, offsets, defenses and counterclaims of
which such Continuing Credit Party is aware, such waiver and release being with
full knowledge and understanding of the circumstances and effect thereof and
after having consulted legal counsel with respect thereto.
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5.8.
Applicable Law.
THE VALIDITY, INTERPRETATION AND ENFORCEMENT
OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.
[Remainder of page intentionally left blank.]
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5.9.
JURY TRIAL WAIVER.
THE CONTINUING CREDIT PARTIES, AGENT AND
THE LENDERS EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF THIS AGREEMENT, THE FORBEARANCE AGREEMENT, ANY OF THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREUNDER. THE CONTINUING
CREDIT PARTIES HEREBY IRREVOCABLY WAIVE PERSONAL SERVICE OF PROCESS AND CONSENT
TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED.
IN NO EVENT WILL AGENT OR THE LENDERS BE LIABLE FOR LOST PROFITS OR OTHER
SPECIAL OR CONSEQUENTIAL DAMAGES.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
BORROWER:
ARCHIBALD CANDY CORPORATION
By:
/s/ TED A. SHEPHERD
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
CONTINUING CREDIT PARTIES:
FANNIE MAY HOLDINGS, INC.
By:
/s/ TED A. SHEPHERD
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
ARCHIBALD CANDY (CANADA)
CORPORATION
By:
/s/ TED A. SHEPHERD
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
AGENT AND SOLE LENDER:
THE CIT GROUP/BUSINESS CREDIT, INC., as
Agent and as the sole Lender
By:
/s/ JEROME P. SEPICH
Name: Jerome P. Sepich
Title: Vice President
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EXHIBIT A
[Indenture Forbearance]
EXHIBIT B
[Senior Preferred Forbearance]
QuickLinks
EXHIBIT 10.4
AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT
EXHIBIT A [Indenture Forbearance]
EXHIBIT B [Senior Preferred Forbearance]