SUPPLY AGREEMENTSupply Agreement • March 28th, 2003 • MRS Fields Original Cookies Inc • Cookies & crackers • Utah
This agreement sets forth the terms of the Supply Agreement between MRS. FIELDS' ORIGINAL COOKIES, INC. ("Buyer") and COUNTRYSIDE BAKING COMPANY, INC.("Seller"), relating to the purchase by Buyer, and the sale by Seller, of cookie dough and other bakery products, having the item codes and names listed on attached Exhibit A, and "new bakery products" designated as such under Paragraph 4 below (collectively, "Products").
SEVENTH SUPPLEMENTAL INDENTUREMRS Fields Original Cookies Inc • March 28th, 2003 • Cookies & crackers • New York
This Seventh Supplemental Indenture, dated as of January 13, 2003 (this "Supplemental Indenture"), is made by and among Mrs. Fields' Original Cookies, Inc., a Delaware corporation (or its permitted successor) (the "Company"), Great American Cookie Company, Inc., a Delaware corporation and a subsidiary of the Company ("Great American"), Pretzelmaker, Inc., a Utah corporation and a subsidiary of the Company ("Pretzelmaker"), Pretzel Time, Inc., a Utah corporation and a subsidiary of the Company ("Pretzel Time"), Mrs. Fields Gifts, Inc., a Utah corporation and a subsidiary of the Company ("MFG"), and Mrs. Fields Cookies Australia, a Utah corporation and a subsidiary of the Company (the "Guaranteeing Subsidiary"), and The Bank of New York, as trustee under the Indenture referred to herein (the "Trustee"). The Guaranteeing Subsidiary together with the other Guarantors defined in the Indenture referred to herein are referred to as the "Guarantors."
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2003 • MRS Fields Original Cookies Inc • Cookies & crackers • California
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT entered into as of this 6th day of March, 2003 (this "First Amendment"), is hereby entered into among FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender") and Mrs. Fields' Original Cookies, Inc., a Delaware corporation ("Borrower").
AMENDMENT NO. 3 TO MANAGEMENT AGREEMENTManagement Agreement • March 28th, 2003 • MRS Fields Original Cookies Inc • Cookies & crackers • New York
This Amendment No. 3, dated as of November 19, 2002 (this "Amendment"), amends the Management Agreement, dated as of May 31, 2000, as amended by Amendment No. 1 to Management Agreement, dated as of December 22, 2000, and by Amendment No. 2 to Management Agreement, dated as of August 31, 2001 (as so amended, the "Existing Agreement"), by and among Mrs. Fields' Original Cookies, Inc., a Delaware corporation ("Mrs. Fields"), TCBY Holding Company, Inc., a Delaware corporation ("Holding"), and TCBY Systems, LLC, a Delaware limited liability company ("Systems" and, together with Holding, "TCBY"). Capitalized terms used not otherwise defined herein shall have the respective meanings ascribed thereto in the Existing Agreement.
QuickLinks -- Click here to rapidly navigate through this documentMarketing Agreement • March 28th, 2003 • MRS Fields Original Cookies Inc • Cookies & crackers
Confidential treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.
TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 28th, 2003 • MRS Fields Original Cookies Inc • Cookies & crackers • Illinois
This Tenth Amendment to Amended and Restated Loan Agreement (this "Amendment") is made as of the 22nd day of November, 2002 by Mrs. Fields' Original Cookies, Inc., a Delaware corporation ("Borrower"), and LaSalle Bank National Association, a national banking association ("LaSalle").
