INDENTUREIndenture • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
RECITALEmployment Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is made and entered into as of August __, 1997, by and between Mrs. Fields' Original Cookies, Inc. (the "Manager") and Pretzel Time, Inc., a Delaware corporation ("PTI"); "Party" in the...Management Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of January 2, 1998, by and among Mrs. Fields' Holding Company, Inc., a Delaware corporation (the "Buyer"), and Martin E. Lisiewski, shareholder of Pretzel Time, Inc., a...Stock Purchase Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
FIRST AMENDMENT TO OPERATING AGREEMENT FOR LV-H&M, L.L.C. WHEREAS, the parties hereto are one of the original members of LV-H&M, L.L.C., a Nevada limited liability company (the "Company"), who previously adopted the Operating Agreement for LV-H&M,...Operating Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc
amongStockholders' Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Delaware
FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement (this "Amendment") is dated as of the ___ day of December, 1997 and is between MRS. FIELDS= ORIGINAL COOKIES, INC., a Delaware corporation ("Borrower") and LASALLE NATIONAL BANK...Loan Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Illinois
W I T N E S S E T H :Security Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
1 AGREEMENT 1. Term, The initial term of this Agreement shall commence as of the date hereof, and shall continue on the terms and conditions provided herein until December 31, 1999. 2. Consulting Duties, During the term of this Agreement, Fields...Consulting Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
MRS. FIELDS' ORIGINAL COOKIES, INC. MRS. FIELDS' BRANDS, INC. $100,000,000 Aggregate Principal Amount of 10?% Senior Notes due 2004 PURCHASE AGREEMENT DATED AS OF NOVEMBER 20, 1997 JEFFERIES & COMPANY, INC. BT ALEX. BROWN INCORPORATEDPurchase Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is entered into as of the 2nd day of September, 1997, by and between MRS. FIELDS' HOLDING COMPANY, INC., a Delaware corporation ("Fields"), and MARTIN E. LISIEWSKI, an...Registration Rights Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
EXHIBIT E TO SENIOR NOTE AND SENIOR SUBORDINATED NOTE AGREEMENT ESCROW AGREEMENT ESCROW AGREEMENT (this "Agreement"), dated as of September 18, 1996, by and among (i) Chocamerican, Inc., a Delaware corporation ("Chocamerican"), The Prudential...Escrow Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
AMENDMENT TO SUPPLY AGREEMENT DATED JUNE 19,1995 The parties amend their June 19, 1995 Supply Agreement (copy attached) as follows: A. Paragraph 4 and Exhibit A of the Supply Agreement are deleted in their entirety and the following language and...Supply Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • California
LEASE AGREEMENT BETWEEN 2855 E. COTTONWOOD PARKWAY, L.C., asLease Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
AMENDMENT TO STOCK PLEDGE AGREEMENT This Amendment to Stock Pledge Agreement (this "Amendment") is dated as of the 31st day of January, 1997 and is by and among Mrs. Fields' Original Cookies, Inc., a Delaware corporation (with its successors, the...Stock Pledge Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
LICENSE AGREEMENTLicense Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
AMENDMENT TO SECURITY AGREEMENT This Amendment to Security Agreement (this "Amendment") is dated as of the 31st day of January, 1997 and is by and among Mrs. Fields' Original Cookies, Inc., a Delaware corporation (with its successors, the "Store...Security Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
PRETZEL TIME, INC. EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of September 2, 1997, by and between Pretzel Time, Inc., a Pennsylvania corporation (the "Company"), and Martin E. Lisiewski (the "Employee"). In consideration of the...Employment Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
SHAREHOLDERS AGREEMENT OF PRETZEL TIME, INC.Shareholder Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Pennsylvania
Coca-Cola USA FOUNTAIN November 13, 1997 Mr. Larry Hodges President Mrs. Field's Original Cookies, Inc. 462 West Bearcat Drive Salt Lake City, Utah 84115 Dear Mr. Hodges: This letter will constitute an amendment (the "Amendment") to that certain...Marketing Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc
REVOLVING NOTERevolving Note • January 29th, 1998 • Fields MRS Original Cookies Inc
This Revolving Note is referred to in and is executed and delivered pursuant to and evidences obligations of the Borrower under that certain Loan Agreement dated as of January 31, 1997, between the Borrower and the Bank (as the same may be amended, restated, modified or supplemented and in effect from time to time, the "Loan Agreement"), to which reference is hereby made for a statement of the terms and conditions under which the Loans evidenced hereby are made and are to be repaid and for a statement of the Bank's remedies upon the occurrence of an Event of Default as defined therein. Capitalized terms used but not otherwise defined herein are used in this Revolving Note as defined in the Loan Agreement.
amongAsset Purchase Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
EXHIBIT AFranchise Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Pennsylvania
EXHIBIT A TO THE STORE COMPANY SECURITY AGREEMENTTrademark Security Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
STOCK ACQUISITION AGREEMENT AMONG MRS. FIELDS' HOLDING COMPANY, INC.,Stock Acquisition Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
EXHIBIT A TO LICENSING ASSETS PURCHASE AGREEMENT SENIOR NOTE AGREEMENTSenior Note Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
LASALLE NATIONAL BANK AND CHOCAMERICAN, INC. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA PRINCIPAL MUTUAL LIFE INSURANCE COMPANY PRUCO LIFE INSURANCE COMPANY CONTRARIAN CAPITAL ADVISORS, L.L.C. MRS. FIELDS INC. and MRS. FIELDS= HOLDING COMPANY, INC....Subordination and Intercreditor Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
EXHIBIT B TO THE STORE COMPANY SECURITY AGREEMENTCopyright Security Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
RECITALSCollateral Agency Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
UAL CONTRACT #114510 UNITED AIRLINES, INC. 1200 East Algonquin Road Elk Grove Village, IL 60007 (708) 952-5204 October 1, 1992 Mr. William E. Mapes Purchasing Manager MRS. FIELDS DEVELOPMENT CORPORATION 333 Main Street Park City, Utah 84060-4000...Letter of Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
AREA DEVELOPER AGREEMENT TABLE OF CONTENTS l. Acknowledgements....................................................2 2. Organization........................................................3 3. Appointment and Acceptance of Area...Area Developer Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Pennsylvania
EXTENSION AGREEMENT THIS AGREEMENT made and entered into this the 10th day of October, 1995 (the "Agreement"), by THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES ("Landlord") and MRS. FIELDS COOKIES, a California corporation ("Tenant")Extension Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc
SUPPLY DISTRIBUTION AGREEMENT BETWEEN MRS. FIELDS, INC. and LITTLE CAESAR ENTERPRISES, INC.Supply Distribution Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Michigan
EXHIBIT "B" TO THE DEVELOPING AGENT AGREEMENT PRINCIPAL OWNER, OTHER OWNERS, DESIGNATED PRINCIPAL OWNERS, UNIT AND MANAGER, SUPERVISING OWNERS AND INITIAL CAPITALIZATION [A COPY OF THE PRINCIPAL OWNER, OTHER OWNERS, DESIGNATED PRINCIPAL OWNERS, UNIT...Developing Agent Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc
EXCHANGE AGREEMENT This Exchange Agreement is made and entered into as of the 2nd day of September, 1997, by Mrs. Fields' Holding Company, Inc., a Delaware corporation ("Fields"), and Martin E. Lisiewski, an individual resident in Pennsylvania...Exchange Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
