MRS. FIELDS FAMOUS BRANDS, LLC Mrs. Fields Financing Company, Inc. 111/2% of Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • New York
Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (the "Company") and Mrs. Fields Financing Company, Inc., a Delaware corporation (the "Co-issuer" and together with the Company, the "Issuers") are issuing and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon the terms set forth in the Purchase Agreement dated March 9, 2004, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the "Purchase Agreement"), $115,000,000 aggregate principal amount of 111/2% Senior Secured Notes due 2011 issued by the Issuers (each, a "Note" and collectively, the "Notes"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Issuers and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF GREAT AMERICAN COOKIE COMPANY FRANCHISING, LLCLimited Liability Company Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Delaware
This Limited Liability Company Agreement of Great American Cookie Company Franchising, LLC, a Delaware limited liability company (the "Company"), dated as of February 4, 2004 (this "Agreement"), is made by Mrs. Fields Famous Brands, LLC, a Delaware limited liability company, as sole member (the "Member").
TRADEMARK LICENSE AGREEMENT between THE MRS. FIELDS' BRAND, INC. a Delaware corporation and NONNI'S FOOD COMPANY, INC. a Florida corporationTrademark License Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
THIS AGREEMENT is made and entered into this 3rd day of January 2000, by and between THE MRS. FIELDS' BRAND, INC., a Delaware corporation ("MFB"), and NONNI'S FOOD COMPANY, INC., a Florida corporation ("Nonni's").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 16th day of March 2004, by and between MICHAEL R. WARD ("Employee") and MRS. FIELDS FAMOUS BRANDS, LLC, a Delaware limited liability company (the "Company").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 16th day of March 2004, by and among STEPHEN RUSSO ("Employee"), MRS. FIELDS FAMOUS BRANDS, LLC, a Delaware limited liability company ("MFFB"), and MRS. FIELDS' COMPANIES, INC., a Delaware corporation (the "Company").
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • California
This Restricted Account Agreement (the "Agreement"), dated as of the date specified at the end of this Agreement, is entered into among Mrs. Fields Famous Brands, LLC, a Delaware limited liability company ("Company"), The Bank of New York, as Trustee (the "Trustee"), for its benefit and the benefit of the Holders (the "Holders"), under and as defined in that certain Indenture, dated as of March 16, 2004 (the "Indenture"), among, inter alia, the Company, Mrs. Fields Financing Company, Inc., a Delaware corporation (the "Co-issuer" and, together with the Company, the "Issuers"), each subsidiary of the Company party thereto and the Trustee ("Secured Party") and the Wells Fargo Bank identified in the signature block at the end of this Agreement ("Bank"), and sets forth the rights of Secured Party and the obligations of Bank with respect to the deposit account of Company at Bank identified at the end of this Agreement as the "Restricted Account" and in the name of "Mrs. Fields Famous Brands,
COLLECTION AGENCY AGREEMENTCollection Agency Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Collection Agency Agreement, dated as of March 16, 2004 (this "Agreement"), is made by and between Mrs. Fields' Original Cookies, Inc., a Delaware corporation (the "Company"), and Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (the "Agent").
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers
This ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made and entered into this 16th day of March, 2004 (the "Effective Date"), by and between MRS. FIELDS' ORIGINAL COOKIES, INC., a Delaware corporation ("Assignor"), and MRS. FIELDS' FAMOUS BRANDS, LLC, a Delaware limited liability company ("Assignee").
TAX ALLOCATION AGREEMENTTax Allocation Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Delaware
This Tax Allocation Agreement, dated as of March 16, 2004 (this "Agreement"), is made by and among Mrs. Fields' Companies, Inc., a Delaware corporation ("Parent"), Mrs. Fields Famous Brands, LLC, a Delaware limited liability company and indirect subsidiary of Parent ("MFFB"), and each other direct and indirect Subsidiary of MFFB (as defined herein).
115,000,000 MRS. FIELDS FAMOUS BRANDS, LLC and MRS. FIELDS FINANCING COMPANY, INC. 111/2% Senior Secured Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • New York
Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (the "Company") and Mrs. Fields Financing Company, Inc., a Delaware corporation, (the "Co-issuer" and, together with the Company, the "Issuers") and each of the Subsidiary Guarantors (as defined herein), upon execution of the Counterparts (as defined herein) on the Closing (as defined herein) hereby agree with you as follows:
SECOND AMENDMENT TO MARRIOTT-TCBY JOINT VENTURE AGREEMENTJoint Venture Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers
THIS AMENDMENT to the Marriott-TCBY Joint Venture Agreement is made and entered into effective as of March 1,1991, by and between TCBY Enterprises, Inc., a Delaware corporation with its principal office at 1100 TCBY Tower, 425 West Capitol, Little Rock, Arkansas 72201 and TCBY Systems, Inc., an Arkansas corporation with its principal office at 1100 TCBY Tower, 425 West capitol, Little Rock, Arkansas 72201 (collectively the "COMPANY") and Marriott Corporation, a Delaware corporation with its principal office at Marriott Drive, Washington, DC 20058 ("MARRIOTT") and amends the agreement between the COMPANY and MARRIOTT made and entered into effective as of June 1,1989 and the First Amendment thereto dated as of January 1, 1990 (collectively the "Agreement").
AMENDMENT NUMBER TWO TO PURCHASE AGREEMENTPurchase Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Amendment Number Two, dated as of January 17, 2002 (this "Amendment"), to the Purchase Agreement, dated as of December 1, 1999 (the "Existing Agreement"), by and among The Mrs. Fields' Brand, Inc., ("MFB"), a Delaware corporation, and Nonni's Food Company, Inc., ("Nonni's"), a Florida corporation. Capitalized Terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Existing Agreement.
TRADEMARK LICENSE AGREEMENT between THE MRS. FIELDS' ORIGINAL COOKIES, INC. a Delaware corporation and Nonni's Food Company, Inc. a Florida corporationTrademark License Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
THIS AGREEMENT is made and entered into this 31st day of March, 2003 by and between THE MRS. FIELDS' ORIGINAL COOKIES, INC., a Delaware corporation ("MFOC"), and Nonni's Food Company, Inc., a Florida corporation ("Nonni's").
AMENDMENT NUMBER TWO TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Amendment Number Two, dated as of March ~ 2003 (this "Amendment"), to the Trademark License Agreement, dated as of February 21,2001 (the "Existing Agreement"), by and among Mrs. Fields' Original Cookies, Inc. ("Mrs. Fields"), a Delaware corporation, and Nonni's Food Company, Inc. ("Nonni's"), a Florida corporation. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the existing Agreement.
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • New York
This Expense Reimbursement Agreement, dated as of March 16, 2004 (this "Agreement"), is made by and among Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (the "Company"), Mrs. Fields' Companies, Inc., a Delaware corporation ("MFC"), Mrs. Fields' Holding Company, Inc., a Delaware corporation ("MFH"), Mrs. Fields' Original Cookies, Inc., a Delaware corporation ("MFOC"), Capricorn Investors III, L.P., a Delaware limited partnership ("Cap III"), and Capricorn Investors II, L.P., a Delaware limited partnership ("Cap II") (MFC, MFH, MFOC, Cap III and Cap II, collectively, the "Affiliates").
FIRST AMENDMENT TO MARRIOTT-TCBY JOINT VENTURE AGREEMENTJoint Venture Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers
THIS AMENDMENT to the Marriott-TCBY Joint Venture Agreement is made and entered into effective as of January 1, 1990, by and between TCBY Enterprises, Inc., a Delaware corporation with its principal office at 1100 TCBY Tower, 425 West Capitol, Little Rock, Arkansas 72201 and TCBY Systems, Inc., an Arkansas corporation with its principal office at 1100 TCBY Tower, 425 West Capitol, Little Rock, Arkansas 72201 (collectively the "COMPANY") and Marriott Corporation, a Delaware corporation with its principal office at Marriott Drive, Washington, DC 20058 ("MARRIOTT") and amends the agreement between the COMPANY and MARRIOTT made and entered into effective as of June 1, 1989 (the "Agreement").
TCBY INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENTIntellectual Property Contribution Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This TCBY Intellectual Property Contribution Agreement, dated as of March 16, 2004 (this "Agreement"), is made by and between TCBY Enterprises, Inc., a Delaware corporation ("Enterprises"), and TCBY Systems, LLC, a Delaware limited liability company ("Systems").
LICENSE AGREEMENTLicense Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
THIS LICENSE AGREEMENT is made and entered into as of the 16th day of March 2004. (the "Effective Date") by and between Mrs. Fields Franchising, LLC a Delaware limited liability company with an address at 2855 E. Cottonwood Parkway, Suite 400 Salt Lake City, Utah 84121 ("Licensor"), and Mrs. Fields' Original Cookies, Inc. a Delaware corporation, with an address at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 (Licensee").
ASSIGNMENT AGREEMENTAssignment Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Assignment Agreement, dated as of March 16, 2004 (this "Agreement"), is made by and between Mrs. Fields' Original Cookies, Inc., a Delaware corporation ("MFOC"), Mrs. Fields Famous Brands, LLC, a Delaware limited liability company and a wholly owned subsidiary of MFOC ("MFFB"), and, for the limited purpose set forth in Section 1.2, Coca-Cola Fountain, part of The Coca-Cola Company ("Vendor").
AMENDMENT NUMBER ONE TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Amendment Number One, dated as of December 29, 2000 (this "Amendment"), to the Trademark License Agreement, dated as of January 3, 2000 (the "Existing Agreement"), by and among The Mrs. Fields' Brand, Inc. ("MFB"), a Delaware corporation, and Nonni's Food Company, Inc. ("Nonni's"), a Florida corporation. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the existing Agreement.
AMENDMENT NUMBER ONE TO PURCHASE AGREEMENTPurchase Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Amendment Number One, dated as of December 28, 2000 (this "Amendment"), to the Purchase Agreement, dated as of December 1, 1999 (the "Existing Agreement"), by and among The Mrs. Fields' Brand, Inc., ("MFB"), a Delaware corporation, and Nonni's Food Company, Inc., ("Nonni's"), a Florida corporation. Capitalized Terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Existing Agreement.
SUPPLY DISTRIBUTION AGREEMENT BETWEEN BLUE LINE DISTRIBUTNG AND TCBY SYSTEMS LLCSupply Distribution Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Michigan
This Supply Distribution Agreement ("Agreement") is made this 14th day of November, 2002 by and between Blue Line Distributing, a division of Little Caesar Enterprises, Inc. ("BLD"), a Michigan corporation, whose address is 24120 Haggerty Road, Farmington Hills, Michigan 48335 and TCBY Systems, LLC ("TCBY") a Delaware limited liability company, whose address is 2855 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121.
UNITED STATES TRADEMARK ASSIGNMENTTrademark Assignment • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This United States Trademark Assignment agreement (the "Assignment") is entered into this 16th day of March, 2004, between Pretzel Time, LLC., a Utah limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignor"), and Pretzel Time Franchising, LLC, a Delaware limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignee").
INTERNATIONAL TRADEMARK ASSIGNMENTInternational Trademark Assignment • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Global Trademark Assignment agreement (the "Assignment") is entered into this 16th day of March, 2004, between Great American Cookie Company, LLC, a Delaware limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignor"), and Great American Cookie Company Franchising, LLC, a Delaware limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignee").
FIRST AMENDMENT TO OFFICE/FLEX BUILDING LEASEOffice/Flex Building Lease • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers
THIS FIRST AMENDMENT TO OFFICE/FLEX BUILDING LEASE (this "Amendment") is entered into as of November 30, 2003, by and between TRANSWESTERN METRO BUSINES PARK, L.L.C., a Delaware limited liability company ("Landlord"), and MRS. FIELDS' ORIGINAL COOKIES, INC., a Delaware corporation ("Tenant").
DEED TO SECURE DEBT, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS made by GREAT AMERICAN MANUFACTURING, LLC, as Grantor, to THE BANK OF NEW YORK TRUST COMPANY, N.A., as GranteeDeed to Secure Debt, Security Agreement and Assignment of Leases and Rents • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Georgia
THIS DEED TO SECURE DEBT, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (this "Security Deed"), dated as of March , 2004, is made by GREAT AMERICAN MANUFACTURING, LLC, a Delaware limited liability company (the "Grantor"), with an address at 2855 Cottonwood Parkway, Suite 400, Salt Lake City, Utah, 84121, to THE BANK OF NEW YORK TRUST COMPANY, N.A. (the "Grantee"), whose address is 100 Ashford Center, North, Suite 250, Atlanta, Georgia 30338, Attention: Karen Kelly, Assistant Vice President. References to this "Security Deed" shall mean this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument.
INTERNATIONAL TRADEMARK ASSIGNMENTInternational Trademark Assignment • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
This Global Trademark Assignment agreement (the "Assignment") is entered into this 16th day of March, 2004, between Pretzel Time, LLC, a Utah limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignor"), and Pretzel Time Franchising, LLC, a Delaware limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignee").
MANAGEMENT AGREEMENTManagement Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • New York
This Management Agreement, dated as of March 16, 2004 (this "Agreement"), is made by and between Mrs. Fields' Original Cookies, Inc., a Delaware corporation (the "Company"), and Mrs. Fields Famous Brands, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the "Manager").
THIRD AMENDMENT TO MARRIOTT-TCBY JOINT VENTURE AGREEMENTJoint Venture Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers
THIS AMENDMENT to the Marriott-TCBY Joint Venture Agreement is made and entered into effective as of October 1, 1991, by and between TCBY Enterprises, Inc., a Delaware corporation with its principal office at 1100 TCBY Tower, 425 West Capitol, Little Rock, Arkansas 72201 and TCBY Systems, Inc., an Arkansas corporation with its principal office at 1100 TCBY Tower, 425 West capitol, Little Rock, Arkansas 72201 (collectively the "COMPANY") and Marriott Corporation, a Delaware corporation with its principal office at Marriott Drive, Washington, DC 20058 ("MARRIOTT") and amends the agreement between the COMPANY and MARRIOTT made and entered into effective as of June 1, 1989 and the First and Second Amendments thereto dated as of January 1, 1990 and March 1, 1990 respectively (collectively the "Agreement").
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers
This ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made and entered into this 16th day of March, 2004 (the "Effective Date"), by and between MRS. FIELDS' ORIGINAL COOKIES, INC., a Delaware corporation ("Assignor"), and MRS. FIELDS' FAMOUS BRANDS, LLC, a Delaware limited liability company ("Assignee").
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers
This ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made and entered into this 16th day of March, 2004 (the "Effective Date"), by and between MRS. FIELDS' ORIGINAL COOKIES, INC., a Delaware corporation ("Assignor"), and MRS. FIELDS' FAMOUS BRANDS, LLC, a Delaware limited liability company ("Assignee").
SECURITY AGREEMENTSecurity Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • New York
This SECURITY AGREEMENT (this "Agreement"), dated as of March 16, 2004, is executed and delivered by each of Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (the "Company"), Mrs. Fields Financing Company, Inc., a Delaware corporation (the "Co-issuer" and, together with the Company, the "Issuers"), and each Subsidiary of the Company (other than the Co-Issuer) party hereto (such Subsidiaries, together with the Issuers, each a "Debtor" and individually and collectively, and jointly and severally, the "Debtors"), in favor of THE BANK OF NEW YORK ("BNY"), as trustee under the Indenture (as defined below) (together with its successor(s) thereto in such capacity, the "Trustee"), for its benefit and the benefit of the Holders, in light of the following:
MARRIOTT-TCBY JOINT VENTURE AGREEMENTJoint Venture Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • New York
THIS AGREEMENT is made and entered into effective as of June 1, 1989, by and between TCBY ENTERPRISES, INC., a Delaware corporation with its principal office at 1100 TCBY Tower, 425 West Capitol Avenue, Little Rock, Arkansas 72201 and TCBY SYSTEMS, INC., an Arkansas corporation with its principal office at 1100 TCBY Tower, 425 West Capitol Avenue, Little Rock, AR 72201 (collectively the "COMPANY") and Marriott Corporation, a Delaware corporation with its principal office at Marriott Drive, Washington, DC 20058 ("MARRIOTT").
SUPPLY AND DISTRIBUTION AGREEMENT MRS. FIELDS' ORIGINAL COOKIES, INC.Supply and Distribution Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Utah
THIS SUPPLY AND DISTRIBUTION AGREEMENT (the" Agreement") is made as of this 9th day of August, 1998, by and between Mrs. Fields' Original Cookies, Inc., a Delaware corporation (the "Company"), and Dawn Food Products, a Indiana corporation (the "Distributor"); collectively hereinafter "party" in the singular and "parties" in the plural.
QuickLinks -- Click here to rapidly navigate through this documentLetter Agreement • April 30th, 2004 • MRS Fields Financing Co Inc • Cookies & crackers • Illinois
This letter agreement dated as of March 16, 2004 (the "Agreement"), among LaSalle Bank National Association ("LaSalle"), Mrs. Fields Famous Brands, LLC a Delaware limited liability company (the "Customer"), and The Bank of New York, as Trustee (the "Trustee"), for its benefit and the benefit of the Holders (the "Holders") (under and as defined in that certain Indenture, dated as of March 16, 2004 (the "Indenture"), among, inter alia, the Customer, Mrs. Fields Financing Company, Inc., a Delaware corporation (the "Co-issuer" and, together with the Customer, the "Issuers"), each subsidiary of the Customer party thereto and the Trustee) shall serve as additional instructions regarding the operation and procedures for the deposit account described below.
