Looking for an agreement? Search from over 1 million agreements now.

Amendment No. 4 To Forbearance Agreement

This is an actual contract by Archibald Candy.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
EXHIBIT 10.2


AMENDMENT NO. 4 TO FORBEARANCE AGREEMENT


This AMENDMENT NO. 4 TO FORBEARANCE AGREEMENT, dated as of May 30, 2002 (this "AMENDMENT"), is entered into among ARCHIBALD CANDY CORPORATION, an Illinois corporation ("BORROWER"), FANNIE MAY HOLDINGS, INC., a Delaware corporation ("PARENT"), ARCHIBALD CANDY (CANADA) CORPORATION, a corporation incorporated under the federal laws of Canada ("CANADIAN SUBSIDIARY" and together with Borrower and Parent, collectively, the "CONTINUING CREDIT PARTIES"), the lending institutions parties to the Forbearance Agreement (the "LENDERS"), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as Agent for the Lenders ("AGENT").


PRELIMINARY STATEMENTS:


(1) Borrower, Agent and the Lenders are parties to the Financing Agreement, dated as of June 28, 2001 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the "FINANCING AGREEMENT").


(2) As a result of certain defaults and events of default that occurred under the Financing Agreement, the Continuing Credit Parties, the Lenders and Agent entered into the Forbearance Agreement, dated as of December 31, 2001 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the "FORBEARANCE AGREEMENT"; unless otherwise defined herein the terms defined therein are used herein as so defined).


(3) Borrower and the Holders, as defined in the Indenture (as defined in the Financing Agreement), of more than $140,000,000 of the aggregate outstanding principal amount of Notes, as defined in the Financing Agreement (the "REQUIRED NOTEHOLDERS"), have entered into the Forbearance Agreement, dated as of March 1, 2002 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the "NOTEHOLDER FORBEARANCE AGREEMENT").


(4) The Continuing Credit Parties, Agent and the Lenders desire to modify certain terms and provisions of the Forbearance Agreement, including, without limitation, extending the Forbearance Period.


NOW, THEREFORE, the parties hereby agree as follows:


SECTION 1. AMENDMENTS AND WAIVERS.


1.1. EXTENSION OF FORBEARANCE PERIOD. Section 2.1(a) of the Forbearance Agreement is hereby amended to replace the date of "May 31, 2002" with "June 7, 2002".


1.2. AMENDMENT TO MAXIMUM OUTSTANDING REVOLVING LOANS AND LETTERS OF CREDIT. Section 2.4(a)(vii) of the Forbearance Agreement is hereby amended and restated in its entirety as follows:


and (vii) $15,000,000 on March 2, 2002 through June 7, 2002;


1.3. AMENDMENT TO BORROWING BASE CALCULATION. Section 2.4(b)(v) of the Forbearance Agreement is hereby amended and restated in its entirety as follows:


(v) $3,000,000 shall be added to the Borrowing Base as an overadvance;
and


1.4. WAIVER OF REFINANCING REJECTION FEE. Borrower, Agent and the Lenders hereby acknowledge that Borrower failed to deliver to Agent a fully executed and effective Commitment Letter and to pay the Refinancing Rejection Fee as required by Section 2.4(e) of the Forbearance Agreement (collectively, the "REFINANCING Violation"), which Refinancing Violation constitutes a Termination Event under the Forbearance Agreement. At Borrower's request, Agent and the Lenders hereby waive the Termination Event that exists solely by virtue of the Refinancing Violation.


SECTION 2. REPRESENTATIONS AND WARRANTIES.


Each Continuing Credit Party represents and warrants as follows:


2.1. AUTHORIZATION AND VALIDITY OF AMENDMENT. This Amendment has been duly authorized by all necessary corporate action, has been duly executed and delivered by a duly authorized officer, and constitutes the valid and binding agreement of such Continuing Credit Party, enforceable against such Continuing Credit Party in accordance with its terms except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general princi
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |