0000912057-02-014320 Sample Contracts

SENIOR PREFERRED FORBEARANCE AGREEMENT
Senior Preferred Forbearance Agreement • April 9th, 2002 • Archibald Candy Corp • Sugar & confectionery products • Delaware

This SENIOR PREFERRED FORBEARANCE AGREEMENT (this "Agreement") is entered into as of February 27, 2002, by and between Fannie May Holdings, Inc., a Delaware corporation (the "Company"), and the persons named on the signature pages hereof as Holders (collectively, the "Holders").

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AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT
Forbearance Agreement • April 9th, 2002 • Archibald Candy Corp • Sugar & confectionery products • Illinois

This AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT, dated as of March 1, 2002 (this "Amendment"), is entered into among ARCHIBALD CANDY CORPORATION, an Illinois corporation ("Borrower"), FANNIE MAY HOLDINGS, INC., a Delaware corporation ("Parent"), ARCHIBALD CANDY (CANADA) CORPORATION, a corporation incorporated under the federal laws of Canada ("Canadian Subsidiary" and together with Borrower and Parent, collectively, the "Continuing Credit Parties"), the lending institutions parties to the Forbearance Agreement (the "Lenders"), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as Agent for the Lenders ("Agent").

AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT
Forbearance Agreement • April 9th, 2002 • Archibald Candy Corp • Sugar & confectionery products • Illinois

This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of February , 2002 (this "Amendment"), is entered into among ARCHIBALD CANDY CORPORATION, an Illinois corporation ("Borrower"), FANNY MAY HOLDINGS, INC., a Delaware corporation ("Parent"), ARCHIBALD CANDY (CANADA) CORPORATION, a corporation incorporated under the federal laws of Canada ("Canadian Subsidiary", and together with Borrower and Parent, collectively the "Continuing Credit Parties"), the Lenders that are from time to time parties to the Financing Agreement (the "Lenders"), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as the Agent for the Lenders under the Financing Agreement (in such capacity, the "Agent").

FORBEARANCE AGREEMENT
Forbearance Agreement • April 9th, 2002 • Archibald Candy Corp • Sugar & confectionery products • New York

This FORBEARANCE AGREEMENT (this "Agreement") is entered into as of February 28, 2002, by and among Archibald Candy Corporation, an Illinois corporation (the "Company"), and each of the entities identified on the signature pages hereto as "Noteholders" (collectively, the "Consenting Holders").

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