INDENTUREIndenture • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
RECITALEmployment Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
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
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 AGREEMENTStock Purchase Agreement • December 4th, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • Utah
EXHIBIT 2.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG COOKIES USA, INC., THE INDIVIDUALS AND ENTITIES IDENTIFIED HEREIN AS THE SELLERSSecurities Purchase Agreement • September 8th, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • New York
EXHIBIT 10.73 AMENDED AND RESTATED LOAN AGREEMENT This AMENDED AND RESTATED LOAN AGREEMENT dated as of February 28, 1998 (this "Agreement"), is entered into between MRS. FIELDS' ORIGINAL COOKIES, INC., a Delaware corporation (the "Borrower"), whose...Loan Agreement • April 7th, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • Illinois
amongStockholders' Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Delaware
EXHIBIT 2.5 ASSET PURCHASE AGREEMENT Dated as of July 29, 1998Asset Purchase Agreement • September 8th, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • Georgia
LICENSE AGREEMENTLicense 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
LEASE AGREEMENT BETWEEN 2855 E. COTTONWOOD PARKWAY, L.C., asLease Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
Exhibit 10.38 FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This Fifth Amendment to Amended and Restated Loan Agreement (this "Fifth Amendment") is made as of the 30th day of March 2001 by Mrs. Fields' Original Cookies, Inc., a Delaware...Loan Agreement • May 15th, 2001 • MRS Fields Original Cookies Inc • Cookies & crackers • Illinois
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
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 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of November 26, 1997, by and between Mrs. Fields' Original Cookies, Inc., a Delaware corporation (the "Company"), and Mrs. Fields' Pretzel Concepts, Inc., a Delaware...Agreement and Plan of Merger • March 23rd, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • Delaware
AMENDMENT NUMBER ONE TO PURCHASE AGREEMENTPurchase Agreement • May 15th, 2001 • MRS Fields Original Cookies Inc • Cookies & crackers • Utah
EXHIBIT 2.4 CAPITAL CONTRIBUTION AGREEMENT CAPITAL CONTRIBUTION AGREEMENT (this "Agreement"), dated as of November 26, 1997, by and between Mrs. Fields' Holding Company, Inc., a Delaware corporation ("MFH"), and The Mrs. Fields' Brand, Inc., a...Contribution Agreement • March 23rd, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • Delaware
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
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • May 15th, 2001 • MRS Fields Original Cookies Inc • Cookies & crackers • New York
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
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
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
betweenAsset Purchase Agreement • October 20th, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • Utah
EXHIBIT AAgreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Pennsylvania
betweenTrademark License Agreement • May 15th, 2001 • MRS Fields Original Cookies Inc • Cookies & crackers • Utah
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
amongAsset Purchase Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
AMENDMENT TO TRADEMARK SECURITY AGREEMENT This Amendment to Trademark 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...Trademark Security Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
Exhibit 10.39 TAX ALLOCATION AGREEMENT This agreement (the "Agreement") is entered into as of September 28, 1998 by and between Mrs. Fields' Holding Company, Inc., a Delaware corporation ("MFH"), and all direct or indirect subsidiaries of MFH as set...Tax Allocation Agreement • May 15th, 2001 • MRS Fields Original Cookies Inc • Cookies & crackers • Delaware
FRANCHISE AGREEMENT TABLE OF CONTENTS 1. INTRODUCTION AND DEFINITIONS.......................................1 1.A. INTRODUCTION..............................................1 1.B. DEFINITIONS...............................................3 2. GRANT OF...Franchise Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Pennsylvania
STOCK ACQUISITION AGREEMENT AMONG MRS. FIELDS' HOLDING COMPANY, INC.,Stock Acquisition Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • Utah
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 2.3 CAPITAL CONTRIBUTION AGREEMENT CAPITAL CONTRIBUTION AGREEMENT (this "Agreement"), dated as of November 26, 1997, by and between Mrs. Fields' Original Cookies, Inc., a Delaware corporation ("MFOC"), and The Mrs. Fields' Brand, Inc., a...Capital Contribution Agreement • March 23rd, 1998 • Fields MRS Original Cookies Inc • Cookies & crackers • Delaware
RECITALSCollateral Agency Agreement • January 29th, 1998 • Fields MRS Original Cookies Inc • New York
