SEC Division of Corporation Finance no-action letter: Mrs. Fields Famous Brands, LLC, Mrs. Fields Financing Company, Inc., and Certain Guarantors

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Trust Indenture Act - Exemptive Orders

File No. 22-28772)

Order Granting Application for Exemption: Mrs. Fields Famous Brands, LLC, Mrs. Fields Financing Company, Inc., and Certain Guarantors

March 24, 2005

Mrs. Fields Famous Brands, LLC, Mrs. Fields Financing Company, Inc., and certain guarantors have filed an application under Section 304(d) of the Trust Indenture Act of 1939. In that application, Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and certain guarantors have asked the Commission to exempt from the certificate or opinion delivery requirements of Section 314(d) of the 1939 Act certain provisions of an indenture dated March 16, 2004, as supplemented by an indenture dated February 9, 2005, between Mrs. Fields Famous Brands, Mrs. Fields Financing Company, certain guarantors, and The Bank of New York, as trustee. Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and certain guarantors seek an exemption to the extent that the indenture allows specified dispositions of, and the related release of the indenture's lien with respect to, certain collateral that are made in Mrs. Fields Famous Brands', Mrs. Fields Financing Company's, and the guarantors' ordinary course of business. A description of the indenture and the basis for the request is more fully set forth in the application from Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and the guarantors dated January 26, 2005. That application is on file in the Commission's Public Reference Section, File No. 22-28772, 450 Fifth Street, NW, Washington, DC 20549.