ASSUMPTION AGREEMENTAssumption Agreement • February 8th, 2008 • Harry & David Holdings, Inc. • Retail-retail stores, nec • New York
THIS ASSUMPTION AGREEMENT (“Agreement”) dated as of this 30th day of November, 2007 is made by Harry and David, an Oregon corporation (the “New Borrower”), pursuant to the Credit Agreement dated as of March 20, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Harry and David Operations Corp., a Delaware corporation (the “Old Borrower”), Harry & David Holdings, Inc., a Delaware corporation, the other Guarantors party thereto, the Lenders party thereto, UBS Securities LLC, as Arranger, UBS Loan Finance LLC, as a Lender and Swingline Lender, UBS AG, Stamford Branch, as Issuing Bank, Administrative Collateral Agent and Administrative Agent, and GMAC Commercial Finance LLC, as Collateral Agent. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • February 8th, 2008 • Harry & David Holdings, Inc. • Retail-retail stores, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2007, among Harry and David, an Oregon corporation (the “Successor”), a Guarantor under the Indenture referred to below, and a subsidiary of Harry & David Operations Corp. (formerly Bear Creek Corporation), a Delaware corporation (the “Predecessor”), the Guarantors party hereto and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
