ARCHIBALD CANDY CORP
THIRD AMENDMENT TO SHAREHOLDER'S AGR
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>a2053677zex-10_7.txt
<DESCRIPTION>THIRD AMENDMENT TO SHAREHOLDER'S AGR
<TEXT>

<PAGE>

                               THIRD AMENDMENT TO
                             SHAREHOLDERS AGREEMENT

          This Third Amendment (this "Amendment") is entered into as of June 28,
2001 by and among Fannie May Holdings, Inc., a Delaware corporation
("Holdings"), Archibald Candy Corporation, an Illinois corporation (the
"Company"), and the shareholders of Holdings named on the signature pages hereof
(the "Shareholders"), and amends the Shareholders Agreement entered into as of
October 30, 1991 among Holdings, the Company and the Shareholders (or the
persons or entities from whom the Shareholders, directly or indirectly, have
obtained shares of Holdings' common stock) (as amended, the "Shareholders
Agreement"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Shareholders Agreement.


                                    RECITALS

          WHEREAS, the Company and Sweet Factory, Inc., an indirect,
wholly-owned subsidiary of the Company, desire to enter into a Financing
Agreement with The CIT Group/Business Credit, Inc. and/or other lenders (as may
be amended, modified, or supplemented from time to time, the "Credit Facility");
and

          WHEREAS, it is a condition to the closing of the Credit Facility that
the parties hereto enter into this Amendment.

          NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, the undersigned hereby agree as follows:

          1.   Section 2(a) of the Shareholders Agreement is hereby amended to
read "until October 30, 2011" rather than "from and after the Closing Date and
for a period of ten years thereafter".

          2.   Section 3(b) of the Shareholders Agreement is hereby amended by:

               (a)  deleting the word "or" from clause (ii) thereof; and

               (b)  adding the following after clause (iii) thereof:

                    "(iv) (A)  enter into any transaction of merger,
          consolidation or amalgamation, or liquidate, wind up or dissolve
          itself, (B) convey, sell, lease, transfer or otherwise dispose of in a
          transaction or related series of transactions 10% (determined on the
          basis of fair market value) or more of the property, business or
          assets of Holdings and its Subsidiaries or (C) acquire by purchase or
          otherwise the business or any assets of, or stock or other evidences
          of beneficial ownership of, any Person with a purchase price in excess
          of 10% (determined on the basis of fair market value) of the aggregate
          value of the property, business and assets of Holdings and its
          Subsidiaries; PROVIDED, that the foregoing affirmative

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          vote or consent shall not be required for any of the following
          transactions: (x) the merger or consolidation of any Subsidiary of
          Holdings with or into Holdings or with or into any one or more wholly
          owned Subsidiaries of Holdings; or (y) the sale, lease, transfer or
          other disposition by any Subsidiary of Holdings of any or all of its
          respective assets (upon voluntary liquidation or otherwise) to any one
          or more wholly-owned Subsidiaries of Holdings or to Holdings;

                    (v)  create, incur, assume, guarantee or otherwise become or
          remain liable with respect to any indebtedness in excess of $5,000,000
          or enter into any other transaction having a similar effect, other
          than indebtedness of a Subsidiary of Holdings owing to Holdings or to
          another Subsidiary of Holdings and indebtedness of the Company or a
          Subsidiary of the Company existing as of the date hereof; or

                    (vi) elect or remove the President or Chief Financial
          Officer of Holdings or the Company;"

          3.   Section 9(g) of the Shareholders Agreement is hereby amended to
read "October 30, 2011" rather than "the tenth anniversary hereof".

          4.   To induce the TCW Entities to enter into this Amendment, the
Jordan Group has set forth on ANNEX A a list of members of the Jordan Group and
their affiliates (the "Jordan Holders") that beneficially own notes issued
pursuant to the Indenture, together with the aggregate principal amount of such
notes. The Jordan Group agrees that it will promptly notify the TCW Entities
upon each acquisition by the Jordan Holders of notes issued pursuant to the
Indenture in an aggregate principal amount in excess of $5,000,000.

          5.   To induce the Jordan Group to enter into this Amendment, the TCW
Entities that are a party to this Amendment acknowledge that no such TCW Entity
beneficially owns any notes issued pursuant to the Indenture. Such TCW Entities
agree that they will promptly notify the Jordan Group upon each acquisition by
such TCW Entities of notes issued pursuant to the Indenture in an aggregate
principal amount in excess of $5,000,000.

          6.   The notice address set forth in Section 9(m) of the Shareholders
Agreement is hereby amended to read as follows:

          Fannie May Holdings, Inc.
          c/o The Jordan Company
          767 Fifth Avenue
          New York, New York 10153
          Attention:  Adam E. Max, Managing Director

          with a copy to:

          Winston & Strawn
          35 West Wacker Drive
          Chicago, Illinois 60601


                                      -2-
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          Attention:  Patrick O. Doyle

          7.   This Amendment is effective as of the date hereof.

          8.   Except as specifically amended by this Amendment, the
Shareholders Agreement shall remain in full force and effect and is hereby
ratified and confirmed. The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provisions of, or operate as a waiver of any right, power or remedy of the
Shareholders under, the Shareholders Agreement.

          9.   This Amendment may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
together shall constitute one and the same instrument.

          10.  This Amendment and the legal relations between the parties shall
be governed by and construed in accordance with the laws of the State of New
York applicable to contacts made and performed in such state and without regard
to conflicts of law doctrines except to the extent that certain matters are
preempted by federal law or are governed by the law of the jurisdiction of
organization of the respective parties.

                            [signature pages follow]


                                      -3-
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          IN WITNESS WHEREOF, each of the parties hereto has caused this Third
Amendment to Shareholders Agreement to be executed by its duly authorized
officers as of the day and year first above written.


                              FANNIE MAY HOLDINGS, INC.


                              By: /s/ Ted A. Shepherd
                                  ------------------------------
                              Its:    President


                              ARCHIBALD CANDY CORPORATION


                              By: /s/ Ted A. Shepherd
                                  ------------------------------
                              Its:    President


                              TCW SPECIAL PLACEMENTS FUND III
                              By:  TCW Capital
                              Its:  General Partner

                                   By: TCW Asset Management Company
                                   Its:  Managing General Partner


                                        By: /s/ Raymond F. Henze
                                            -------------------------
                                        Its:    Group Managing Director


                              TCW CAPITAL, as Investment Manager
                              pursuant to an Investment Management
                              Agreement dated as of June 30, 1989

                              By:  TCW Asset Management Company
                              Its:  Managing General Partner


                                   By: /s/ Raymond F. Henze
                                       -------------------------
                                   Its:    Group Managing Director


          [signature page to Third Amendment to Shareholders Agreement]

<PAGE>

                              TCW CAPITAL, as Investment Manager
                              pursuant to an Investment Management
                              Agreement dated as of April 18, 1990


                              By:  TCW Asset Management Company
                              Its:  Managing General Partner


                                   By: /s/ Raymond F. Henze
                                       -------------------------
                                   Its:    Group Managing Director


                              MEZZANINE CAPITAL

                              By:  TCW Asset Management Company
                              Its:  Managing General Partner


                                   By: /s/ Raymond F. Henze
                                       -------------------------
                                   Its:    Group Managing Director


                              WCT INVESTMENT PTE. LTD.


                              By: /s/ Ken Fish
                                  ------------------------------
                              Its:    Vice President


                              JORDAN INDUSTRIES, INC.


                              By: /s/ John W. Jordan II
                                  ------------------------------
                              Its:    Chairman


                              JZ EQUITY PARTNERS PLC


                              By: /s/ David W. Zalaznick
                                  ------------------------------
                              Its:    Investment Advisor


          [signature page to Third Amendment to Shareholders Agreement]

<PAGE>

                              LEUCADIA INVESTORS, INC.


                              By: /s/ Joseph A. Orlando
                                  ------------------------------
                              Its:    Vice President


                              THE JOHN W. JORDAN II REVOCABLE TRUST


                              By: /s/ John W. Jordan II
                                  ------------------------------


                              THE JW/JENN TRUST


                              By: /s/ John W. Jordan II
                                  ------------------------------
                                        Trustee


                              /s/ David W. Zalaznick
                              ----------------------------------
                              David W. Zalaznick


                              /s/ Jonathan F. Boucher
                              ----------------------------------
                              Jonathan F. Boucher


                              /s/ John R. Lowden
                              ----------------------------------
                              John R. Lowden


                              /s/ Adam E. Max
                              ----------------------------------
                              Adam E. Max


                              /s/ John M. Camp
                              ----------------------------------
                              John M. Camp


                              /s/ Richard Caputo
                              ----------------------------------
                              Richard Caputo


          [signature page to Third Amendment to Shareholders Agreement]

<PAGE>

                              ----------------------------------
                              James E. Jordan


                              /s/ Paul Rodzevik
                              ----------------------------------
                              Paul Rodzevik


                              /s/ Thomas H. Quinn
                              ----------------------------------
                              Thomas H. Quinn


                              /s/ Ted A. Shepherd
                              ----------------------------------
                              Ted A. Shepherd


          [signature page to Third Amendment to Shareholders Agreement]

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