ARCHIBALD CANDY CORPORATION STOCKHOLDERS AGREEMENT Dated as of November 1, 2002Stockholders Agreement • December 16th, 2002 • Archibald Candy Corp • Sugar & confectionery products • Delaware
This STOCKHOLDERS AGREEMENT is made as of November 1, 2002 by and among Archibald Candy Corporation, a Delaware corporation formerly known as Archibald Acquisition Corp. (the "Company"), and the Stockholders (as defined below) from time to time party hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2002 • Archibald Candy Corp • Sugar & confectionery products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of November 1, 2002 by and among Archibald Candy Corporation, a Delaware corporation formerly known as Archibald Acquisition Corp. (the "Company"), the Holders (as hereinafter defined) of Registrable Securities (as hereinafter defined) who are parties to this Agreement and the Additional Holders (as hereinafter defined) who subsequently become party to this Agreement by executing a joinder hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2002 • Archibald Candy Corp • Sugar & confectionery products • Illinois
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of June 5, 2002 by and between Archibald Candy Corporation, an Illinois corporation (the "Company"), and Ted A. Shepherd (the "Executive").
GUARANTEE AND INDEMNITYArchibald Candy Corp • December 16th, 2002 • Sugar & confectionery products • Ontario
It is required under the Indenture that the Guarantor enter into this Agreement to guarantee the Guaranteed Obligations.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 16th, 2002 • Archibald Candy Corp • Sugar & confectionery products • Ontario
BY: ARCHIBALD CANDY (CANADA) CORPORATION, a corporation incorporated under the laws of Canada and having its chief executive office at 1 Valleybrook Drive, Don Mills, Ontario, M3B 2S7 (the "Guarantor")
LOAN AND SECURITY AGREEMENT AND GUARANTY by and among ARCHIBALD CANDY CORPORATION, as Borrower, LAURA SECORD HOLDINGS CORP. and ARCHIBALD CANDY (CANADA) CORPORATION as Guarantors THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and FOOTHILL...Loan and Security Agreement and Guaranty • December 16th, 2002 • Archibald Candy Corp • Sugar & confectionery products • New York
THIS LOAN AND SECURITY AGREEMENT AND GUARANTY (this "Agreement"), is entered into as of November 1, 2002, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders ("Agent"), and, on the other hand, ARCHIBALD CANDY CORPORATION, a Delaware corporation (as the "Borrower"), LAURA SECORD HOLDINGS CORP., a Delaware corporation ("LSHC") and ARCHIBALD CANDY (CANADA) CORPORATION, a Canadian corporation ("ACC Canada" and, together with LSHC, collectively, the "Guarantors").
FIRST AMENDMENT March 27, 2002Archibald Candy Corp • December 16th, 2002 • Sugar & confectionery products
LANDLORD: LaSalle Bank, National Association LaSalle National Bank and Trust Company of Chicago, as Trustee under Trust Agreement dated June 26, 1997 and known as Trust Number 123103-06 and not personally
GUARANTEE AND INDEMNITYArchibald Candy Corp • December 16th, 2002 • Sugar & confectionery products • Ontario
It is a condition of the Loan Agreement that the Guarantor enter into this Agreement to guarantee the Guaranteed Obligations.
PLEDGE AGREEMENTPledge Agreement • December 16th, 2002 • Archibald Candy Corp • Sugar & confectionery products • New York
WHEREAS, the Agent and Pledgors are parties to the Loan and Security Agreement and Guaranty, dated as of November 1, 2002, by and among ACC as Borrower, LSHC and Archibald Candy (Canada) Corporation, as Guarantors, the lenders that are signatories thereto (the "Lenders"), and Foothill Capital Corporation as the arranger and administrative agent, as the same may have been or may be amended, modified, supplemented or restated from time to time (the "Loan Agreement");
GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 16th, 2002 • Archibald Candy Corp • Sugar & confectionery products • Ontario
BY: ARCHIBALD CANDY (CANADA) CORPORATION, a corporation incorporated under the laws of Canada and having its chief executive office at 1 Valleybrook Drive, North York, Ontario M3B 2S7 (the "Guarantor")
