TCBY SYSTEMS, LLC Distribution Service AgreementDistribution Service Agreement • March 21st, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
THIS AGREEMENT is made and entered into as of the 15th day of January, 2007, by and between TCBY SYSTEMS, LLC, a Delaware limited liability company (“COMPANY”) and LINCOLN POULTRY AND EGG COMPANY, a Nebraska Corporation (“DISTRIBUTOR”). DISTRIBUTOR will commence distribution services under this Agreement on March 26, 2007 (the “Effective Date”) unless otherwise mutually agreed upon by the parties.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2008, is made by and among NexCen Brands, Inc., a Delaware corporation (the “Company”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and collectively with GACCF, the “Sellers”).
ASSET PURCHASE AGREEMENT BY AND AMONG NEXCEN ASSET ACQUISITION, LLC, GREAT AMERICAN COOKIE COMPANY FRANCHISING, LLC,Asset Purchase Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This Asset Purchase Agreement (“Agreement”) is entered into as of January 29, 2008, by and among NexCen Asset Acquisition, LLC, a Delaware limited liability company (“Buyer”), NexCen Brands, Inc., a Delaware corporation (“Parent”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and with GACCF, each individually, a “Seller,” and collectively, the “Sellers”), and Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (“MFFB”).
VOTING AGREEMENTVoting Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of August 7, 2007, is entered into by and among NexCen Brands, Inc., a Delaware corporation (the “Company”), Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker”), and Pretzel Time Franchising, LLC, a Delaware limited liability company (“Pretzel Time,” and collectively with Pretzel Maker, the “Holders”).
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • March 21st, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
THIS AGREEMENT (the “Agreement”) is made and entered into this 5th day of December, 2006, by and between Yarnell Ice Cream Company, Inc., an Arkansas corporation (the “Processor”) and TCBY Systems, LLC, a Delaware limited liability company (the “Company”).
OPTION AGREEMENT AND AMENDMENT TO LICENSE AGREEMENTOption Agreement and Amendment • March 21st, 2006 • MRS Fields Famous Brands LLC • Retail-food stores
This OPTION AGREEMENT AND AMENDMENT TO LICENSE AGREEMENT (“Agreement”), dated effective as of December 12, 2005 (the “Effective Date”), is entered into by and between MRS. FIELDS FRANCHISING, LLC, a Delaware limited liability company (“Mrs. Fields”) and MAXFIELD CANDY CO., a Utah corporation (“Maxfield”). Mrs. Fields and Maxfield are sometimes referred to collectively herein as the “parties.”
MRS. FIELDS FAMOUS BRANDS, LLC 2855 EAST COTTONWOOD PARKWAY, SUITE 400 SALT LAKE CITY, UTAH 84121-1050Allocation Agreement • June 6th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This letter agreement (this “Agreement”) sets forth the terms on which the Noteholders (as defined below) agree, among other things, to support a restructuring (the “Restructuring”) by Mrs. Fields Famous Brands, LLC (“MFFB”) and Mrs. Fields Financing Company, Inc. (together with MFFB, “Mrs. Fields,” the “Company” or the “Debtors”) in accordance with the term sheet (the “Term Sheet”) attached hereto as Exhibit A, as it may be modified in accordance with the terms herein. This Agreement has been executed to evidence the support of the Restructuring by Mrs. Fields Original Cookies, Inc. (“MFOC”), which is the owner of all of the equity of MFFB.
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • March 21st, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
THIS AGREEMENT (the “Agreement”) is made and entered into this 15th day of December, 2006, by and between Countryside Baking, Inc., a Dawn Food Products Company, an Indiana corporation (the “Processor”) and Mrs. Fields Franchising, L.L.C., a Delaware limited liability company (the “Company”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of January 29, 2008 (the “Effective Date”), is made and entered into by and between Mrs. Fields Famous Brands, LLC, a Delaware limited liability company and the parent of the Sellers (as defined below) (“MFFB”) and NexCen Asset Acquisition, LLC, a Delaware limited liability company (“NexCen Asset Acquisition” or “Purchaser”). MFFB and Purchaser may each be referred to herein individually as a “Party,” and collectively as the “Parties.”
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
THIS TERMINATION AGREEMENT AND RELEASE (the “Agreement”) is entered into effective as of December 24, 2004, by and between MRS. FIELDS FRANCHISING, LLC, a Delaware limited liability corporation (“MFF”), the successor in interest to MRS. FIELDS’ BRAND, INC, and SHADEWELL GROVE IP, LLC (“Shadewell”), the successor in interest to NONNI’S FOOD COMPANY, INC. MFF and Shadewell sometimes are referred to in this Agreement individually, as a “Party” and collectively, as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
THIS ESCROW AGREEMENT (the “Agreement”) is entered into as of January 29, 2008, by and among NexCen Asset Acquisition, LLC, a Delaware limited liability company (“Buyer”), NexCen Brands, Inc., a Delaware corporation (“Parent”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), and Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and with GACCF, each individually, a “Seller,” and collectively, the “Sellers”), and Wilmington Trust Company, as escrow agent hereunder (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined herein). The Escrow Agent, Parent, Buyer and the Sellers are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
DISTRIBUTION AGREEMENTDistribution Agreement • August 11th, 2006 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
THIS AGREEMENT is made and entered into as of the 25th day of April 2006, by and between TCBY SYSTEMS, LLC, a Delaware limited liability company (“COMPANY”) and SOUTHWEST TRADERS, INC., a California Corporation (“DISTRIBUTOR”). DISTRIBUTOR will commence distribution services under this Agreement on May 21, 2006 (the “Effective Date”) unless otherwise mutually agreed upon by the parties.
INDUSTRIAL NET LEASE By and Between Natomas Meadows Two, LLC,Lease • March 6th, 2006 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
MRS. FIELDS FAMOUS BRANDS, LLC SALT LAKE CITY, UTAH 84121-1050 August 13, 2008Letter Agreement • August 15th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • New York
Reference is made to the letter agreement dated June 3, 2008 (the “Letter Agreement”) setting forth the terms on which each undersigned beneficial owner of, or holder of investment authority over, the Company’s (i) 9% Senior Secured Notes due 2011 and/or (ii) 11½% Senior Secured Notes due 2011 (together, the “Notes”), (each, collectively with its respective affiliates and funds, a “Noteholder” and together, the “Noteholders”) agreed, among other things, to support a restructuring (the “Restructuring”) by Mrs. Fields Famous Brands, LLC (“MFFB”) and Mrs. Fields Financing Company, Inc. (together with MFFB, “Mrs. Fields”) in accordance with a term sheet attached thereto as Exhibit A, as amended by the first amendment to the Term Sheet, dated July 11, 2008, and the second amendment to the Term Sheet, dated August 13, 2008 (collectively, the “Term Sheet”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Letter Agreement and the “Effective Date” m
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of August 7, 2007 (the “Effective Date”), is made and entered into by and between Mrs. Fields Famous Brands, LLC, a limited liability corporation formed under the laws of Delaware and the parent company of the Sellers (“MFFB”) and NexCen Asset Acquisition, LLC, a limited liability corporation formed under the laws of Delaware (“Purchaser”). MFFB and Purchaser may each be referred to herein individually as a “Party”, and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • August 9th, 2007 • MRS Fields Famous Brands LLC • Retail-food stores • New York
THIS ESCROW AGREEMENT (the “Agreement”) is entered into as of August 7, 2007, by and among NexCen Asset Acquisition, LLC, a Delaware limited liability company (“Buyer”), NexCen Brands, Inc., a Delaware corporation (“Parent”), Pretzel Time Franchising, LLC, a Delaware limited liability company (“Pretzel Time”), Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker,” and with Pretzel Time, each individually, a “Seller,” and collectively, the “Sellers”), and Wilmington Trust Company, as escrow agent hereunder (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined herein). The Escrow Agent, Parent, Buyer and Sellers are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 11th, 2005 • MRS Fields Famous Brands LLC • Retail-food stores • New York
This First Supplemental Indenture, dated as of February 9, 2005 (this “Supplemental Indenture”), is made by and among 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”), the Guarantors (as defined in the Indenture referred to below) and The Bank of New York, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
DISTRIBUTION AGREEMENTDistribution Agreement • August 11th, 2006 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
THIS AGREEMENT is made and entered into as of the 8th day of May, 2006, by and between TCBY SYSTEMS, LLC, a Delaware limited liability company (“COMPANY”) and YANCEY’S FOODSERVICE COMPANY, INC., a Colorado Corporation (“DISTRIBUTOR”). DISTRIBUTOR will commence distribution services under this Agreement on June 19, 2006 (the “Effective Date”) unless otherwise mutually agreed upon by the parties.
1st AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • March 21st, 2007 • MRS Fields Famous Brands LLC • Retail-food stores
This 1st Amendment to Distribution Agreement, dated as of January 24, 2007, is entered into by and between TCBY SYSTEMS, LLC, a Delaware limited liability company (“COMPANY”) and SOUTHWEST TRADERS, INC., a California corporation (“DISTRIBUTOR”).
OAK STATE PRODUCTS INC. CO-PACKING AGREEMENTPacking Agreement • May 5th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Illinois
This Agreement is made as of February 26, 2008, by and between Mrs. Fields Branded Retail Group, a division of Mrs. Fields Famous Brands, a Delaware limited liability company, with its principal place of business at 2855 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, (hereinafter referred to as “Buyer”), and Oak State Products Inc., an Illinois corporation with its principal place of business at 775 State Route 251 South, Wenona, IL 61377 (hereinafter referred to as “OSP” or the “Seller”).
EXTENSION TO DISTRIBUTION AGREEMENTExtension to Distribution Agreement • March 21st, 2006 • MRS Fields Famous Brands LLC • Retail-food stores
This Extension to Distribution Agreement (the “Extension Agreement”) is made and entered into effective as of this 2nd day of February, 2006, by and between the parties to that certain Food and Packaging Distribution Agreement dated November 14, 2002 (the “Distribution Agreement”) between Blue Line Distributing, a division of Little Caesar Enterprises, Inc. (“BLD”) and TCBY Systems, LLC (“TCBY”). BLD and TCBY are sometimes collectively referred to in this Extension Agreement as the “parties.” Capitalized terms used but not otherwise defined herein shall have the same meaning given to them in the Distribution Agreement.
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
THIS SETTLEMENT AND RELEASE AGREEMENT, is dated as of January 29, 2008 (this “Agreement”), by and among NexCen Brands, Inc., a Delaware corporation (“NexCen”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), Mrs. Fields Famous Brands, LLC, a Delaware limited liability company (“MFFB”), Mrs. Fields’ Original Cookies, Inc., a Delaware corporation (“MFOC”), each of the Franchisees that is a signatory hereto and listed as an “Accredited Franchisee” on Schedule I hereto (each an “Accredited Franchisee,” and collectively, the “Accredited Franchisees”), each of the other Franchisees that is a signatory hereto and listed as an “Other Franchisee” on Schedule I hereto (each an “Other Franchisee,” and collectively, the “Other Franchisees,” and collectively with the Accredited Franchisees, the “Franchisees”), and each Franchisee Principal that is signatory hereto and listed on Schedule I hereto (each a “Franchisee Principal,” and collectively, the “F
MARKETING ALLOWANCE AGREEMENTMarketing Allowance Agreement • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores
THIS MARKETING ALLOWANCE AGREEMENT (the “Agreement”) is entered into effective as of December 24, 2004, by and between MRS. FIELDS FRANCHISING, LLC, a Delaware limited liability corporation (“MFF”), and SHADEWELL GROVE IP, LLC (“Shadewell”). MFF and Shadewell sometimes are referred to in this Agreement individually, as a “Party” and collectively, as the “Parties.”
TRADEMARK LICENSE AGREEMENT between MRS. FIELDS FRANCHISING, LLC a Delaware limited liability company andTrademark License Agreement • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and entered into this 24th day of December, 2004 by and between MRS. FIELDS FRANCHISING, LLC, a Delaware limited liability company (“MFF”), and Shadewell Grove IP, LLC, a Delaware limited liability company (“Shadewell”). MFF and Shadewell are sometimes collectively referred to herein as the “parties.”
amendment to RestructuriNg Term SheetRestructuring Term Sheet • July 15th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • New York
AMENDMENT TO RESTRUCTURING TERM SHEET. This “Amendment”, dated as of July 11, 2008, is by and among Mrs. Fields Famous Brands, LLC and Mrs. Fields Financing Company, Inc. (collectively, “Mrs. Fields”), the Ad Hoc Committee (the “Committee”), and Mrs. Fields Original Cookies, Inc. (“MFOC”).
AMENDMENT TOTrademark License Agreements • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores • Utah
This Amendment to Trademark License Agreements, dated as of December 24, 2004 (this” Amendment”), to the Trademark License Agreements described below, is entered into by and between Mrs. Fields Franchising, LLC (“MFF”), a Delaware limited liability company, as successor-in-interest to The Mrs. Fields’ Brand, Inc. and/or Mrs. Fields’ Original Cookies, Inc., and Shadewell Grove IP, LLC (“Shadewell”), a Delaware limited liability company, as successor-in-interest to Nonni’s Food Company, Inc. (“Nonni’s”), a Florida corporation. MFF and Shadewell are sometimes collectively referred to herein as the “parties.”
VOTING AGREEMENTVoting Agreement • January 30th, 2008 • MRS Fields Famous Brands LLC • Retail-food stores • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of January 29, 2008, is entered into by and among NexCen Brands, Inc., a Delaware corporation (the “Company”), Great American Cookie Company Franchising, LLC, a Delaware limited liability company (“GACCF”), and Great American Manufacturing, LLC, a Delaware limited liability company (“GAM,” and collectively with GACCF, the “Holders”).
