Common use of WAIVER OF JURY TRIAL, ETC Clause in Contracts

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR GUARANTOR AND ATLANTIC (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOWHEREOF) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WAIVES ANY RELATED DOCUMENT SHALL BE SUBJECT RIGHT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (A TRIAL BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION JURY OF ANY LOCALOR ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN GUARANTOR AND ATLANTIC OR THEIR SUCCESSORS OR ASSIGNS, STATE UNDER OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATECONNECTED WITH THE LOAN, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY THIS GUARANTY OR ANY OF THEM MAY HAVE ITS PROVISIONS OR ANY OF THE LOAN DOCUMENTS, AND AGREES THAT THE OBLIGATION EVIDENCED BY THIS GUARANTY IS AN EXEMPTED TRANSACTION UNDER THE TRUTH-IN-LENDING ACT, 15 U.S.C. SECTION 1601, ET SEQ. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY ATLANTIC AND GUARANTOR, AND GUARANTOR ACKNOWLEDGES THAT NEITHER ATLANTIC NOR ANY PERSON ACTING ON BEHALF OF ATLANTIC HAS MADE ANY REPRESENTATIONS OF FACT TO REQUEST OR DEMAND INDUCE THIS WAIVER OF TRIAL BY JURY, JURY OR IN ANY WAY TO TRANSFER MODIFY OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM NULLIFY ITS EFFECT. GUARANTOR FURTHER ACKNOWLEDGES THAT ANY SUCH PROCEEDING IT HAS BEEN BROUGHT OR HAD THE OPPORTUNITY TO BE REPRESENTED IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES THE SIGNING OF THIS GUARANTY AND IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INCCOUNSEL., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND BORROWER WAIVES (i) THE RIGHT TO TRIAL BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOWJURY (WHICH LENDER ALSO WAIVES) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITSIN ANY ACTION, ACTIONS SUIT, PROCEEDING OR OTHER PROCEEDINGS WITH RESPECT TO, COUNTERCLAIM OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN CONDUCT, ACTS OR JURISDICTION OVER THE STATE OMISSIONS OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE LENDER OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY BORROWER OR ANY OF THEM THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OR ANY OTHER PERSONS AFFILIATED NATIONSCREDIT COMMERICAL FUNDING LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------- WITH LENDER OR BORROWER, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE; (ii) NOTICE PRIOR TO LENDER'S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES AND (iii) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS. BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO LENDER'S ENTERING INTO THIS AGREEMENT AND THAT LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH BORROWER. BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY HAVE BE FILED AS A WRITTEN CONSENT TO REQUEST OR DEMAND A TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUMCOURT. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms [Remainder of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INCpage intentionally left blank; signature page follows., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.]

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS COOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATECOUNTY, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT/X/ See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan(s) evidenced herebyhereby are or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. Address for Notice: 6201 Xxxxxxxx Xxxx Xxxx --------------------------------- THE ARNOXX XXXXXX XXXF COMPANY Ooltxxxx, XX 00000 -------------------------------- --------------------------------- By: _______________________________ Name/s/ Georxx X. Xxxxxxx Attention: Barry Bowen Davix Xxxxx ----------------------------- --------------------------------- Title: Treasurer XXXXXXXXPresident Attention: BANK -------------------------- ----------------------- DATED AS OF AMERICADECEMBER 30, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 271996, 2004 EXECUTED BY THE ARNOXX XXXXXX XXXF COMPANY (the "GuarantyBorrower") IN FAVOR OF THE NORTHERN TRUST COMPANY (the "Lender"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY (WHICH LENDER ALSO WAIVES) IN ANY ACTION, SUIT, NATIONS CREDIT COMMERCIAL FUNDING LOAN AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS SECURITY AGREEMENT -------------------------------------------------------------------------------- PROCEEDING OR OTHER PROCEEDINGS WITH RESPECT TO, COUNTERCLAIM OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN CONDUCT, ACTS OR JURISDICTION OVER THE STATE OMISSIONS OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE LENDER OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY BORROWER OR ANY OF THEM THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE; (ii) THE RIGHT TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY KIND IN ANY ACTION OR PROCEEDING INSTITUTED BY LENDER WITH RESPECT TO THE LOAN DOCUMENTS OR ANY MATTER RELATING THERETO, EXCEPT FOR COMPULSORY COUNTERCLAIMS; (iii) NOTICE PRIOR TO LENDER'S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES and (iv) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS. BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO LENDER'S ENTERING INTO THIS AGREEMENT AND THAT LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH BORROWER. BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY HAVE BE FILED AS A WRITTEN CONSENT TO REQUEST OR DEMAND A TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INCCOURT., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS FLORIDA. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT/ / See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan(s) evidenced herebyhereby are or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND BORROWER WAIVES (i) THE RIGHT TO TRIAL BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOWJURY (WHICH LENDER ALSO WAIVES) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITSIN ANY ACTION, ACTIONS SUIT, PROCEEDING OR OTHER PROCEEDINGS WITH RESPECT TO, COUNTERCLAIM OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN CONDUCT, ACTS OR JURISDICTION OVER THE STATE OMISSIONS OF ILLINOIS LENDER OR BANC OF AMERICA COMMERCIAL FUNDING LOAN AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY SECURITY AGREEMENT ------------------------------------------------------------------------------ BORROWER OR ANY OF THEM THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE; (ii) THE RIGHT TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY KIND IN ANY ACTION OR PROCEEDING INSTITUTED BY LENDER WITH RESPECT TO THE LOAN DOCUMENTS OR ANY MATTER RELATING THERETO, EXCEPT FOR COMPULSORY COUNTERCLAIMS; (iii) NOTICE PRIOR TO LENDER'S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES AND (iv) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS. BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO LENDER'S ENTERING INTO THIS AGREEMENT AND THAT LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH BORROWER. BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY HAVE BE FILED AS A WRITTEN CONSENT TO REQUEST OR DEMAND A TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INCCOURT., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS TRI FINANCE INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "GuarantyAgreement"), is ) has been executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance CompanyPledgor"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., with an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xxxxx xx XXXX OF AMERICAXX XXXXXXX, N.A.X.A., a national banking association corporation, as secured party (together with any of its affiliate successor, assign or subsidiary corporationssubsequent holder, or their successors or assigns, being collectively referred to herein as the "BankSecured Party"), whose address is with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS FLORIDA. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT| | See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan(s) evidenced herebyhereby are or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INCFlorida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. By: Certificate of Registration No. _______________________________ Name. Address for Notices: Barry Bowen TitleSUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. -------------------- By: _______________________________ Name/s/ Jean X. Xxxxxx ---------------------------- Jean X. Xxxxxx Xxxle: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.Corporate Accounts Manager

WAIVER OF JURY TRIAL, ETC. PLEDGOR GUARANTOR HEREBY (a) EXPRESSLY AND (IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITSJURY OF ANY CLAIM, ACTIONS DEMAND, ACTION OR OTHER PROCEEDINGS WITH RESPECT TO, CAUSE OF ACTION ARISING OUT OF UNDER ANY LOAN DOCUMENT OR IN CONNECTION ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT INCIDENTAL TO THE JURISDICTION DEALINGS OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY; AND (b) EXPRESSLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO REQUEST CLAIM OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT RECOVER IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER ACTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES IN ANY PROCEEDING BROUGHT UNDER OTHER THAN, OR IN CONNECTION WITH ADDITION TO, ACTUAL DAMAGES; PROVIDED THAT THE WAIVER CONTAINED IN THIS AGREEMENT SECTION 3.11 SHALL NOT APPLY TO THE EXTENT THAT THE PARTY AGAINST WHOM DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS NEGLIGENCE OR ANY RELATED DOCUMENTWILLFUL MISCONDUCT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms PEC Guaranty of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.Borrowing Base Facility

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 37 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS TOOTSIE ROLL INDUSTRIES, INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "GuarantyAgreement"), is ) has been executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES TOOTSIE ROLL BRANDS LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. CorporationPledgor"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., with an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xxxxx xx XXXX OF AMERICAXX XXXXXXX, N.A.X.A., a national banking association corporation, as secured party (together with any of its affiliate successor, assign or subsidiary corporationssubsequent holder, or their successors or assigns, being collectively referred to herein as the "BankSecured Party"), whose address is with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. PLEDGOR THE DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) THE SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR OTHER PROCEEDINGS WITH RESPECT TO, CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY ANF ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE DEBTOR HEREBY ALSO WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON A CLAIMS OF LACHES SET-OF OR ANY COUNTER-CLAIM NATURE AND ANY OBJECTION BASED UPON FORUM NON CONVENIENS OR VENUE, AND ANY CLAIM FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE DEBTOR AND THE SECURED PARTY EACH ACKNOWLEDGE THAT THESE WAIVERS ARE A MATERIAL INDUCEMENT FOR THE DEBTOR AND THE SECURED PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT THE DEBTOR AND THE SECURED PARTY HAVE ALREADY RELIED ON SUCH WAIVERS ARE ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS. THE DEBTOR AND THE SECURED PARTY FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY MAKE SUCH WAIVERS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THESE WAIVERS ARE IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN CONNECTION WITH WRITING, AND THE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL MAY BE SUBJECT FILED AS A WRITTEN CONSENT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND A TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INCCOURT., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR WE AND YOU (BY ITS YOUR ACCEPTANCE HEREOF AS PROVIDED BELOW, IRREVOCABLY:(A) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND XXXX COUNTY, ILLINOIS; (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOWB) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, ; AND HEREBY IRREVOCABLY (C) WAIVE ANY RIGHT THEY YOU OR ANY OF THEM WE MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable lawAgreed as provided above: ADVANCED BIOTHERAPY, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. ByAccepted: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, NORTHERN TRUST COMPANY By By Xxxxxxxxxxx Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.Print Name Title President Its

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY XXXXXXXX HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDERS SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS COOK COUNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATECOUNTY, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY XXXXXX IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan evidenced herebyhereby is or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS Address for Notices: ACADEMIC REVIEW, INC. By00 X. XXXXX STREET CHICAGO, ILLINOIS 60603 ATTENTION: __________XXXXXXX XXXXXXXXX BY:_____________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.XXXXXXX XXXXXXXXX

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS CAPTIVE INSURANCE COMPANY, INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "GuarantyAgreement"), is ) has been executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, MASS INC., a Massachusetts corporation ("Tri-Mass, Inc.Pledgor"), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o with an office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xxxxx xx XXXX OF AMERICAXX XXXXXXX, N.A.X.A., a national banking association corporation, as secured party (together with any of its affiliate successor, assign or subsidiary corporationssubsequent holder, or their successors or assigns, being collectively referred to herein as the "BankSecured Party"), whose address is with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS FLORIDA. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT[ ] See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan(s) evidenced herebyhereby are or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INCFlorida documentary stamp tax required by law in the amount of $ N/A ----- has been paid or will be paid directly to the Department of Revenue. By: Certificate of Registration No. _______________________________ Name. Address for Notices: Barry Bowen TitleSUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name/s/ Jean X. Xxxxxx -------------------------- ------------------------------ Jean X. Xxxxxx Xxxle: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.Corporate Accounts Manager

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS COOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATECOUNTY, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT/X/ See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan evidenced herebyhereby is or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. Address for Notices: THE ARNOXX XXXXXX XXXF COMPANY 6201 Mountain View ---------------------------------- ---------------------------------- By: _______________________________ Name: Barry Bowen /s/ Georxx X. Xxxxxxx Ooltxxxx, XX 00000 ------------------------------ ---------------------------------- Title: Treasurer XXXXXXXXPresident Attention: BANK Davix Xxxxx ---------------------------- ---------------------------------- Attention: ------------------------ 4 Rider to Term Note DATED AS OF AMERICADECEMBER 30, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 271996, 2004 EXECUTED BY THE ARNOXX XXXXXX XXXF COMPANY (the "GuarantyBorrower") IN FAVOR OF THE NORTHERN TRUST COMPANY (the "Lender"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS COOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATECOUNTY, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT[X] See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan(s) evidenced herebyhereby are or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. The Arnoxx Xxxxxx Xxxf Company /s/ John X. Xxxxxx ------------------------------ By: _______________________________ Name: Barry Bowen ------------------------------ Title: Treasurer XXXXXXXX--------------------------- Address for Notices: BANK 6201 Xxxxxxxx Xxxx Xxxx --------------------------------- Xxxxxxxx, XX 00000 --------------------------------- --------------------------------- Attention: Davix Xxxxx ---------------------- DATED AS OF AMERICAJUNE 12, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 271998, 2004 EXECUTED BY THE ARNOXX XXXXXX XXXF COMPANY (the "GuarantyBorrower") IN FAVOR OF THE NORTHERN TRUST COMPANY (the "Lender"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS FLORIDA. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT[ ] See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan(s) evidenced herebyhereby are or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INCFlorida documentary stamp tax required by law in the amount of $N/A has been paid or will be paid directly to the Department of Revenue. By: Certificate of Registration No._________. Address for Notices: SUN HYDRAULICS CORPORATION, 1500 Xxxxxxxxxx Xxxxxxx x Xlorida Corporation Saraxxxx, XX 00000 Attention:______________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name/s/ Richxxx X. Xxxxxx -------------------------- Richxxx X. Xxxxxx Xxxle: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.Chief Financial Officer

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS FLORIDA. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT[ ] See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan(s) evidenced herebyhereby are or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. TOOTSIE ROLL BRANDS LLC By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx [FORM TO BE USED BY ALL PLEDGORS OTHER THAN TOOTSIE ROLL OF SECURITIES ACCOUNT COLLATERAL] EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated B-2 ----------- PLEDGE AGREEMENT Dated as of August 27, 2004 This Pledge Agreement (as modified from time to time, the "GuarantyAgreement"), is ) has been executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., TRI FINANCE INC., a Delaware corporation ("C.G.C. Inc.Pledgor"), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., with an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o office at 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xxxxx xx XXXX OF AMERICAXX XXXXXXX, N.A.X.A., a national banking association corporation, as secured party (together with any of its affiliate successor, assign or subsidiary corporationssubsequent holder, or their successors or assigns, being collectively referred to herein as the "BankSecured Party"), whose address is with a banking office at 231 South LaSalle Street, Chicago, Xxxxxxxx 00000. Xxxxxxx xxxxxxxxxxx xxxxx xxxx in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY BORROWER HEREBY IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS COOK XXXNTY, ILLINOIS. BORROWER HEREBY CONSENTS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT SUBMITS TO THE JURISDICTION OF OR ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATECOUNTY, AND HEREBY IRREVOCABLY WAIVE WAIVES ANY RIGHT THEY OR ANY OF THEM IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY LENDER IN ACCORDANCE WITH THIS SECTIONPARAGRAPH, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT[X] See Rider attached hereto and incorporated herein by reference. 97 To the maximum extent permitted by applicable law, Secured Party Lender is hereby authorized by Pledgor Borrower without notice to Pledgor Borrower to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document related document to conform to the terms of upon which the transaction and/or understanding Loan evidenced herebyhereby is or may be made, for which purpose Secured Party Lender shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. The Arnoxx Xxxxxx Xxxf Company By: _______________________________ Name: Barry Bowen /s/ John X. Xxxxxx ----------------------------- Title: Treasurer XXXXXXXXChairman of the Board ---------------------------- Address for Notices: BANK OF AMERICA6201 Xxxxxxxx Xxxx Xxxx ----------------------------------- Xxxxxxxx, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.00000 -----------------------------------

WAIVER OF JURY TRIAL, ETC. PLEDGOR DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES SITUS WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS NEW YORK AND IN THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATEDMANHATTAN. PLEDGOR DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interestDEBTOR: THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI NO. TRI-MASS INC. 1 By: _______________________________ JMD Delaware, Ixx., xxx xndividually but solely as Co-Xxxxtee By: /s/ Eric Goodison ------------------------------- Name: Barry Bowen Eric Goodisxx ------------------------------- Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. Vice Presidxxx ------------------------------- By: _______________________________ JJO Delaware, Inc., not individually but solely as Co-Trustee By: /s/ John J. O'Neil ------------------------------- Name: Chris D. Buckner John J. O'Xxxx ------------------------------- Title: President ------------------------------- By: Cititrust (Jersey) Limited, not individually but solely as Co-Trustee By: /s/ Breege Jude /s/ Rob Vincent ------------------------------- ------------------------------- Name: Breege Jude Rob Vincent ------------------------------- ------------------------------- Title: Director Authorized signatory ------------------------------- ------------------------------- ACCEPTED: THE NORTHERN TRUST COMPANY By: /s/ Bradley E. Blevins ------------------------------- Print Name: Braxxxx X. Xxxxxxx ------------------------------- Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INC., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.-------------------------------

WAIVER OF JURY TRIAL, ETC. PLEDGOR EACH GUARANTOR HEREBY (a) EXPRESSLY AND (IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITSJURY OF ANY CLAIM, ACTIONS DEMAND, ACTION OR OTHER PROCEEDINGS WITH RESPECT TO, CAUSE OF ACTION ARISING OUT OF UNDER ANY LOAN DOCUMENT OR IN CONNECTION ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT INCIDENTAL TO THE JURISDICTION DEALINGS OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF SUCH GUARANTOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY; AND (b) EXPRESSLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT Subsidiary Guaranty of Borrowing Base Facility PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO REQUEST CLAIM OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT RECOVER IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER ACTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES IN ANY PROCEEDING BROUGHT UNDER OTHER THAN, OR IN CONNECTION WITH ADDITION TO, ACTUAL DAMAGES; PROVIDED THAT THE WAIVER CONTAINED IN THIS AGREEMENT SECTION 3.11 SHALL NOT APPLY TO THE EXTENT THAT THE PARTY AGAINST WHOM DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS NEGLIGENCE OR ANY RELATED DOCUMENT. 97 To the maximum extent permitted by applicable law, Secured Party is hereby authorized by Pledgor without notice to Pledgor to fill in any blank spaces and dates and strike inapplicable terms herein or in any Related Document to conform to the terms of the transaction and/or understanding evidenced hereby, for which purpose Secured Party shall be deemed to have been granted an irrevocable power of attorney coupled with an interest. TRI-MASS INC. By: _______________________________ Name: Barry Bowen Title: Treasurer XXXXXXXX: BANK OF AMERICA, N.A. By: _______________________________ Name: Chris D. Buckner Title: Senior Xxxx Xxxxxxxxx EXHIBIT C --------- CONTINUING UNCONDITIONAL GUARANTY This CONTINUING UNCONDITIONAL GUARANTY dated as of August 27, 2004 (the "Guaranty"), is executed by ANDES CANDIES L.P., an Illinois limited partnership ("Andes Candes"), ANDES MANUFACTURIXX XXX, xx Xllinois limited liability company ("Andes Manufacturing"), ANDES SERVICES LLC, an Illinois limited liability company ("Andes Services"), C.C. L.P., INCWILLFUL MISCONDUCT., a Delaware limited partnership ("C.C. L.P."), C.G.C. CORPORATION, a Delaware corporation ("C.G.C. Corporation"), C.G.C., INC., a Delaware corporation ("C.G.C. Inc."), CAMBRIDGE BRANDS, INC., a Delaware corporation ("Cambridge Brands, Inc."), CAMBRIDGE BRANDS MFG., INC., a Delaware corporation ("Cambridge Brands Mfg."), CAMBRIDGE BRANDS SERVICES, INC., a Delaware corporation ("Cambridge Brands Services"), CELLA'S CONFECTIONS, INC., a Virgxxxx xxrporation ("Cella's"), CHARMS COMPANY, a Delaxxxx xxrporation ("Charms Company"), CHARMS MARKETING COMPANY, a Delaware corporation ("Charms Marketing"), CHARMS L.P., a Delaware limited partnership ("Charms L.P."), J.T. COMPANY, INC., a Delaware coxxxxation ("J.T. Company, Inc."), TOOTSIE ROLX XXANDS, LLC, a Delaware limited liability company ("Tootsie Roll Brands, LLC"), THE TOOTSIE ROLL COMPANY, INC., an Illinois corporation ("Tootsie Roll Company"), TOOTSIE ROLL MANAGEMENT, INC., an Illinois corporation ("Tootsie Roll Management"), TOOTSIE ROLL MFG., INC., an Illinois corporation ("Tootsie Roll Mfg."), TOOTSIE ROLL WORLDWIDE LTD., an Illinois limited corporation ("Tootsie Roll Worldwide"), THE SWEETS MIX COMPANY, INC., an Illinois corporation ("Sweets Mix Company"), TRI-CAPTIVE INSURANCE COMPANY, INC., an Arizona corporation ("Tri-Captive Insurance Company"), TRI FINANCE, INC., a Delaware corporation ("Tri Finance, Inc."), TRI INTERNATIONAL CO., an Illinois corporation ("Tri International Co."), TRI-MASS, INC., a Massachusetts corporation ("Tri-Mass, Inc."), TRI SALES CO., a Delaware corporation ("Tri Sales Co.") and TRI SALES FINANCE LLC, a Delaware limited liability company ("Tri Sales Finance LLC") (Andes Candes, Andes Manufacturing, Xxxxx Xxxxices, C.C. L.P., C.G.C. Corporation, C.G.C. Inc., Cambridge Brands, Inc., Cambridge Brands Mfg., Cambridge Brands Services, Cella's, Charms Company, Charms Mxxxxxxxg, Charms L.P., J.T. Company, Inc., Tootsie Roll Xxxxds, LLC, Tootsie Roll Company, Tootsie Roll Management, Tootsie Roll Mfg., Tootsie Roll Worldwide, Sweets Mix Company, Tri Captive Insurance Company, Tri Finance, Inc., Tri International Co., Tri-Mass, Inc., Tri Sales Co. and Tri Sales Finance LLC are sometimes referred to collectively and individually as the "Guarantor"), whose address are c/o 7401 South Cicero Avenue, Chicago, Xxxxxxxx 00000, xx xxx xxx xxx xxxxxxx xx XXXX OF AMERICA, N.A., a national banking association (together with any of its affiliate or subsidiary corporations, or their successors or assigns, being collectively referred to herein as the "Bank"), whose address is 231 South LaSalle Street, Chicago, Xxxxxxxx 00000.