ContractNote Purchase and Put Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
NOTE PURCHASE AND PUT AGREEMENT (this “Agreement”), dated as of June 27, 2003, among JEFFERIES & COMPANY, INC. (the “Initial Purchaser”) and the purchasers set forth on Annex A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
PLEDGE AGREEMENTPledge Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
PLEDGE AGREEMENT, dated as of July 8, 2003 (as amended, modified or supplemented from time to time, this “Pledge Agreement”), made by and among New World Restaurant Group, Inc., a Delaware corporation (“New World”), Manhattan Bagel Company, Inc., a New Jersey corporation (“MBC”), Chesapeake Bagel Franchise Corp., a New Jersey corporation (“Chesapeake”), Willoughby’s Incorporated, a Connecticut corporation (“Willoughby’s”), Einstein and Noah Corp., a Delaware corporation (“Einstein”), Einstein/Noah Bagels Partners, Inc., a Delaware corporation (“Einstein/Noah”), I. & J. Bagel, Inc., a California corporation (“I&J” and together with New World, MBC, Chesapeake, Willoughby’s, Einstein, Einstein/Noah and each Subsidiary that, after the date hereof, executes an addendum hereto substantially in the form of Exhibit A (a “Pledge Addendum”), each a “Pledgor” and, collectively, the “Pledgors”) and AmSouth Bank, in its capacity as agent (in such capacity, together with any successor in such capaci
NEW WORLD RESTAURANT GROUP, INC. EQUITY RESTRUCTURING AGREEMENT June 26, 2003Equity Restructuring Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
The parties to this Agreement are New World Restaurant Group, Inc., a Delaware corporation (the “Company”), Greenlight Capital, L.P., a Delaware limited partnership (“Greenlight Capital”), Greenlight Capital Qualified, L.P., a Delaware limited partnership (“Greenlight Qualified”), Greenlight Capital Offshore, Ltd., a British Virgin Islands company (“Greenlight Offshore”), Brookwood New World Investors, L.L.C., a Delaware limited liability company (“Brookwood”), and NWCI Holdings, LLC, a Delaware limited liability company (“NWCI” and with Brookwood, NWCI, Greenlight Capital, Greenlight Qualified, Greenlight Offshore, “Greenlight”) and Halpern Denny Fund III, L.P. (“Halpern Denny” and together with Greenlight, the “Equity Holders”).
NEW WORLD RESTAURANT GROUP, INC. STANDSTILL AGREEMENT June 17, 2003Standstill Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
STANDSTILL AGREEMENT, dated as of June 17, 2003, among New World Restaurant Group, Inc., a Delaware corporation (the “Company”), Bruce E & Robbi S Toll Foundation (“BET Foundation”), Bruce E. Toll (“Toll”), BET Associates, L.P. (“BET Associates”), Bruce E. Toll Family Trust (“Toll Trust”), Scott’s Cove Special Credits Master Fund, Inc. (“SCSCMF”), Scott’s Cove Special Credits Fund I, L.P. (“SCSCF”), GSC Capital (“GSC”), Royal Bank of Canada (“RBC”), Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P. and Farallon Capital Offshore Investors, Inc. (collectively, “Farallon”), and such other holders of the Existing Notes (as defined below) that execute a signature page to this Agreement (collectively with BET Foundation, Toll, BET Associates, Toll Trust, SCSCMF, SCSCF, GSC, RBC and Farallon, the “IRN Holders”).
NEW WORLD RESTAURANT GROUP, INC. and BET ASOCIATES, L.P. STANDSTILL AGREEMENT June 17, 2003Standstill Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
INTERCREDITOR AGREEMENT among AMSOUTH BANK, As Agent and Lender, THE BANK OF NEW YORK, As Trustee and Subordinated Creditor AMSOUTH BANK, as Lender Collateral Agent THE BANK OF NEW YORK, as Subordinated Creditor Collateral Agent, and, solely for the...Intercreditor Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
THIS INTERCREDITOR AGREEMENT dated as of July 8, 2003 (this “Agreement”) is made by and among (i) AmSouth Bank, in its capacity as senior secured lender (together with any future holder of any Senior Liabilities (as hereinafter defined), the “Lender”) under and pursuant to the Lender Credit Agreement (as hereinafter defined); (ii) The Bank of New York, solely in its capacity as trustee (together with any successor trustee, the “Subordinated Creditor”) under and pursuant to the Subordinated Creditor Indenture (as hereinafter defined); (iii) AmSouth Bank, in its capacity as agent for the Lender (together with any successor agent, the “Lender Collateral Agent”) under and pursuant to the Lender Credit Agreement; (iv) The Bank of New York, in its capacity as Trustee, as collateral agent (together with any successor collateral agent, the “Subordinated Creditor Collateral Agent”) under one or more of the Subordinated Creditor Loan Documents (as hereinafter defined); and (v) solely for the pur
SECURITY AGREEMENT AND MORTGAGE - TRADEMARKS AND PATENTSSecurity Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
AGREEMENT made this 8th day of July, 2003 (as amended, modified or supplemented from time to time, this “Security Agreement”) among New World Restaurant Group, Inc., a Delaware corporation (“New World”), Manhattan Bagel Company, Inc., a New Jersey corporation (“MBC”), Chesapeake Bagel Franchise Corp., a New Jersey corporation (“Chesapeake”), Willoughby’s Incorporated, a Connecticut corporation (“Willoughby’s”), Einstein and Noah Corp., a Delaware corporation (“Einstein”), Einstein/Noah Bagels Partners, Inc., a Delaware corporation (“Einstein/Noah”), I. & J. Bagel, Inc., a California corporation (“I&J”and together with New World, MBC, Chesapeake, Willoughby’s, Einstein and Einstein/Noah, each a “Debtor” and, collectively, the “Debtors”) and AmSouth Bank, as agent (in its capacity as agent, together with any successor in such capacity, referred to herein as the “Secured Party”) for the financial institutions (the “Lenders”) now or hereafter being parties to the Loan and Security Agreemen
LOAN AND SECURITY AGREEMENT Dated as of July 8, 2003 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and AMSOUTH BANK as the Agent and AMSOUTH CAPITAL CORP. as the Administrative Agent and NEW WORLD RESTAURANT GROUP, INC. MANHATTAN BAGEL...Loan and Security Agreement • September 19th, 2003 • Manhattan Bagel Co Inc • Non-operating establishments • New York
Loan and Security Agreement, dated as of July 8, 2003, among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), AmSouth Bank (“ASB”), with an office at 1900 5th Avenue North, Birmingham, Alabama 35203, as agent (ASB in such capacity, together with any successor in such capacity, the “Agent”), AmSouth Capital Corp., as administrative agent (in such capacity, together with any successor in such capacity, the “Administrative Agent”), New World Restaurant Group, Inc., a Delaware corporation (“New World”), Manhattan Bagel Company, Inc., a New Jersey corporation (“Manhattan Bagel”), Chesapeake Bagel Franchise Corp., a New Jersey corporation (“Chesapeake Bagel”), Willoughby’s Incorporated, a Connecticut corporation (“Willoughby’s”), Einstein and Noah Corp., a Delaware corporation (“Einstein”), Einstein
