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Exhibit 10.11
TFH CORP.
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October 14, 1997
Congress Financial Corporation
(Southern)
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Re: Confirmation and Acknowledgement of Guarantee
Gentlemen:
Reference is made to the Loan and Security Agreement, dated as of
August 30, 1996, between Congress Financial Corporation (Southern) ("Lender")
and ▇▇▇'s Foods Inc. ("Borrower"), pursuant to which ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ have
entered into secured financing arrangements (the "Loan Agreement"). Pursuant to
the Loan Agreement, TFH Corp. ("TFH") executed and delivered to Lender a
Guarantee, dated as of August 30, 1996, pursuant to which, among other things,
TFH absolutely and unconditionally guaranteed payment and performance of all
Obligations of Borrower to Lender (the "Guarantee"). Capitalized terms used
herein and not otherwise defined herein, shall have the respective meanings
ascribed to such terms in the Loan Agreement.
In connection with the proposed issuance by ▇▇▇▇▇▇▇▇ of $60,000,000 of
its 10 1/2% Senior Secured Notes due 2004, Borrower and Lender are about to
enter into an Amended and Restated Loan and Security Agreement, dated as of the
date hereof, amending and restating the terms and provisions governing the
financing arrangements between Borrower and Lender (the "Amended Loan
Agreement"). It is a condition precedent to the effectiveness of the Amended
Loan Agreement and any loans and other financial accommodations to Borrower
thereunder, that TFH execute and deliver to Lender this confirmation and
acknowledgment.
Accordingly, TFH hereby acknowledges and confirms to Lender that the
Guarantee remains in full force and effect, unmodified, that the term
"Guaranteed Obligations" as used therein shall include all present and future
"Obligations" (as defined in the Amended Loan Agreement) of Borrower to Lender,
and
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that TFH is and shall remain liable to Lender pursuant to the Guarantee,
without offset, defense or counterclaim of any kind, nature or description.
TFH hereby further represents and warrants to Lender that all of the
representations and warranties contained in the Guarantee are true, correct and
complete as of the date hereof, except to the extent, if any, that such
representations and warranties specifically relate to a specified earlier date,
in which case such representations and warranties are true and correct as of
such specified earlier date.
This confirmation and acknowledgement shall be binding upon TFH and its
successors and assigns, and shall inure to the benefit of Lender and its
successors and assigns.
TFH WAIVES THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY MATTER ARISING
OUT OF OR IN ANY WAY RELATING TO THE LOAN AGREEMENT, THE GUARANTEE OR THIS
CONFIRMATION AND ACKNOWLEDGEMENT.
This confirmation and acknowledgement shall be governed by, and
construed in accordance with, the internal laws of the State of Georgia,
without regard to principles of conflicts of law.
Very truly yours,
TFH CORP.
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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