AMENDED AND RESTATED GUARANTY
For good and valuable consideration received from Xxxxxxxxx Xxxxx
Corporation, an Illinois corporation (the "Company") by the undersigned
(hereinafter referred to as the "Guarantors," which term includes any
successor or additional Guarantors), the receipt and sufficiency of which is
hereby acknowledged, subject to Section 10.8 of the Indenture, dated as of
July 2, 1997, by and between the Company and the Trustee, as amended by the
First Supplemental Indenture, dated as of December 7, 1998, and as further
amended by the Second Supplemental Indenture, dated as of June 8, 1999 among
the Company, the Guarantors and the Trustee (as amended, modified or
supplemented from time to time, the "Indenture"), the Guaranty, dated as of
December 7, 1998, is hereby amended and restated in its entirety, and each
Guarantor, jointly and severally, hereby unconditionally guarantees,
irrespective of the validity or enforceability of the Indenture, the Notes,
the Security Documents or the Obligations, (a) the due and punctual payment
of the principal and premium, if any, of and interest on the Notes
(including, without limitation, interest after the filing of a petition
initiating any proceedings referred to in Sections 6.1(9) or (10) of the
Indenture), whether at maturity or on an interest payment date, by
acceleration, call for redemption or otherwise, (b) the due and punctual
payment of interest on the overdue principal and premium, if any, of and
interest, if any, on the Notes, if lawful, (c) the due and punctual payment
and performance of all other Obligations, all in accordance with the terms
set forth in the Indenture, the Notes and the Security Documents, and (d) in
case of any extension of time of payment or renewal of any Notes or any of
such other Obligations, the due and punctual payment or performance thereof
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.
No director, officer, employee, incorporator, stockholder or controlling
person of the Guarantors, as such, shall have any liability under this
Guaranty for any obligations of the Guarantors under the Notes, the Indenture
or the Registration Rights Agreement or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability.
Dated: June 8, 1999
[Signature Page Follows]
SWEET FACTORY GROUP, INC.
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: President and Chief Operating Officer
SWEET FACTORY, INC.
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: President and Chief Operating Officer
SF PROPERTIES, INC.
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: President and Chief Operating Officer
SF CANDY COMPANY
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: President and Chief Operating Officer
XXXXXXXXX XXXXX (CANADA)
CORPORATION
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: President and Chief Operating Officer
