TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of July 8, 2003, is made between EINSTEIN/NOAH BAGEL PARTNERS, INC., a California corporation (the “Grantor”), and THE BANK OF NEW YORK, in its capacity as trustee, as Collateral Agent (together with its successor(s) thereto, in such capacity the “Collateral Agent”) for each of the Secured Parties;
ContractRegistration Rights Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places • New York
This PLEDGE AND SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Pledge and Security Agreement”), dated as of July 8, 2003, is made by NEW WORLD RESTAURANT GROUP, INC., a Delaware corporation (the “Issuer”), each Subsidiary (as defined below) of the Issuer a signatory hereto, and each other Subsidiary of the Issuer which may from time to time hereafter become a party hereto pursuant to Section 7.5 (each, individually, an “Additional Grantor”, and collectively, the “Additional Grantors”, and together with the Issuer, each such Subsidiary, each, individually, a “Grantor”, and collectively, the “Grantors”), in favor of THE BANK OF NEW YORK, in its capacity as trustee, as Collateral Agent (together with its successor(s) thereto, in such capacity, the “Collateral Agent”) for each of the Secured Parties.
NEW WORLD RESTAURANT GROUP, INC. PURCHASE AGREEMENTRegistration Rights Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places • New York
AMENDMENT NO. 1 TO WARRANT AGREEMENT OF NEW WORLD RESTAURANT GROUP, INC. (FORMERLY, NEW WORLD COFFEE-MANHATTAN BAGEL, INC.) As of March 15, 2002Warrant Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places • New York
Amendment No. 1 to Warrant Agreement dated as of June 19, 2001 between New World Restaurant Group, Inc., formerly New World Coffee-Manhattan Bagel, Inc. (the “Company”) and The Bank of New York, as successor in interest to the corporate trust business of United States Trust Company of New York, as warrant agent (the “Warrant Agent”).
160,000,000 SENIOR SECURED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places • New York
NEW WORLD RESTAURANT GROUP, INC., a Delaware corporation (the “Company” or the “Issuer”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated June 27, 2003 between the Company and the Initial Purchaser (the “Purchase Agreement”), $160 million aggregate principal amount of the Company’s Senior Secured Notes due 2008 (the “Notes”).
PATENT SECURITY AGREEMENTPatent Security Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of July 8, 2003, is made between EINSTEIN AND NOAH CORP., a Delaware corporation (the “Grantor”), and THE BANK OF NEW YORK, in its capacity as trustee, as Collateral Agent (together with its successor(s) thereto, in such capacity the “Collateral Agent”) for each of the Secured Parties;
NEW WORLD RESTAURANT GROUP, INC.Registration Rights Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places • New York
THIS ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places
THE BANK OF NEW YORK, a New York banking corporation authorized to conduct corporate trust business in the State of New Jersey and having a corporate trust office in West Paterson, New Jersey (the “Escrow Agent”),
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of July 8, 2003, is made between NEW WORLD RESTAURANT GROUP, INC., a Delaware corporation (the “Grantor”), and THE BANK OF NEW YORK, in its capacity as trustee, as Collateral Agent (together with its successor(s) thereto, in such capacity the “Collateral Agent”) for each of the Secured Parties;
AMENDMENT TO NOTE PURCHASE AND SECURITY AGREEMENTNote Purchase and Security Agreement • August 12th, 2003 • New World Restaurant Group Inc • Retail-eating places
Amendment dated July 8, 2003 (the "Amendment"), among New World EnbcDeb Corp. (the "Company"), New World Restaurant Group, Inc. (the "Preferred Issuer"), Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. and Greenlight Capital Offshore, Ltd. (collectively, the "New Purchaser") and Jefferies & Company, Inc., as purchaser (the "Purchaser") and as collateral agent (in such capacity, the "Collateral agent') for the holders of the Notes, to the Note Purchase and Security Agreement dated as of June 19, 2001 (the "Agreement") among the Company, the Preferred Issuer, the Purchaser and the Collateral Agent. Capitalized terms used herein without definition have the meanings assigned to them in the Agreement.
