"Borrower") and WACHOVIA BANK, NATIONAL ASSOCIATION, formerly
known as First Union National Bank (the "Lender").
BACKGROUND
E.
PURSUANT TO THE TERMS OF THAT CERTAIN
TERM NOTE A DATED APRIL 30, 2002 (THE "NOTE"), LENDER EXTENDED TO BORROWERS A
TERM LOAN IN THE ORIGINAL PRINCIPAL AMOUNT OF SIX HUNDRED FIFTY THOUSAND DOLLARS
($650,000.00).
F.
BORROWER AND LENDER DESIRE TO AMEND THE
NOTE AS SET FORTH HEREIN.
NOW THEREFORE, in consideration of the mutual benefits inuring to Borrowers and
Lender, and intending to be legally bound hereby, the Note is hereby modified as
follows:
1.
INTEREST RATE REFERENCE.
THE SECOND
PARAGRAPH OF THE NOTE IS HEREBY AMENDED, IN ITS ENTIRETY, TO READ AS FOLLOWS:
"The Borrowers further agree to pay interest at said office, in like money, on
the unpaid principal amount owing hereunder from time to time outstanding from
the date of disbursement on the dates and at the rates specified in the Loan
Agreement."
2.
NO OTHER MODIFICATIONS.
NO OTHER
PROVISIONS OF THE NOTE SHALL BE MODIFIED HEREBY EXCEPT AS EXPRESSLY SET FORTH
HEREIN, AND THIS ALLONGE SHALL NOT BE CONSTRUED AS A WAIVER OF ANY OF LENDER'S
RIGHTS OR REMEDIES UNDER THE NOTE AS HERETOFORE EXISTING OR AS HEREAFTER
MODIFIED BY THIS ALLONGE.
3.
CONFIRMATION OF DEBT.
BORROWERS HEREBY
CONFIRM AND RATIFY THE NOTE AS MODIFIED HEREBY AND ACKNOWLEDGES THAT BORROWERS
HAVE NO DEFENSE, SET-OFF, COUNTERCLAIM OR CHALLENGE AGAINST THE PAYMENT OF ALL
SUMS SET FORTH IN THE NOTE, AS MODIFIED HEREBY, THE ENFORCEMENT OF ANY OF THE
TERMS THEREOF OR THE VALIDITY OF THE PROVISIONS THEREOF.
4.
CONSTRUCTION.
ANY CAPITALIZED TERMS
USED IN THIS ALLONGE NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANING AS SET
FORTH IN THE NOTE.
5.
SINGLE INSTRUMENT.
BORROWERS HEREBY
DIRECT LENDER TO AFFIX THIS ALLONGE TO THE NOTE WHEREUPON THE NOTE AND THIS
ALLONGE WILL BECOME AND CONSTITUTE A SINGLE INSTRUMENT.
6.
MULTIPLE COUNTERPARTS.
THIS ALLONGE
MAY BE EXECUTED IN MULTIPLE COUNTERPARTS.
7.
GOVERNING LAW.
THIS ALLONGE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA.
13
8.
NO NOVATION.
BORROWERS HEREBY
ACKNOWLEDGE AND AGREE THAT THIS ALLONGE IS IN NO WAY INTENDED TO CONSTITUTE A
NOVATION OF THE NOTE.
IN THE EVENT THIS ALLONGE IS FOR ANY REASON HELD TO BE
UNENFORCEABLE, THE NOTE AS IN EFFECT BEFORE THIS ALLONGE SHALL BE REINSTATED AND
SHALL BE IN FULL FORCE AND EFFECT REGARDLESS OF THE EXISTENCE OF THIS ALLONGE.
IN WITNESS WHEREOF, Lender and Borrowers have executed this Allonge under seal
on the date first above written.
SHERWOOD BRANDS OF VIRGINIA, LLC, a Virginia
limited liability company
By:
SHERWOOD BRANDS, INC.
Sole Member
By:
/s/ Amir Fyrdman
Amir Frydman
Executive Vice President
SHERWOOD BRANDS OF RI, INC., a Rhode Island
corporation
By:
/s/ Amir Frydman
Amir Frydman
Executive Vice President
SHERWOOD BRANDS, LLC,
a Maryland limited liability company
By:
SHERWOOD BRANDS, INC.,
Sole Member
By:
/s/ Amir Frydman
Amir Frydman
Executive Vice President
ASHER CANDY ACQUISITION CORPORATION
By:
/s/ AmirFrydman
Amir Frydman
Executive Vice President