Exhibit
10.58


 


PLEDGE
AGREEMENT


 


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 capacity, the “Agent”)
for the financial institutions (the “Lenders”) from time to time party
to the Loan Agreement referred to below (the Lenders, together with the Agent,
are collectively referred to herein as the “Secured Parties”).


 


WHEREAS,
pursuant to that certain Loan and Security Agreement dated as of the date
hereof (as from time to time amended, restated, supplemented or otherwise
modified, the “Loan Agreement”; capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned thereto in the Loan
Agreement) among the Lenders, the Agent, AmSouth Capital Corp., as the
administrative agent, the guarantors named therein and the Borrowers named
therein (including each of the Pledgors), the Lenders have agreed to make Revolving
Loans and issue or cause the issuance of Letters of Credit on behalf of the
Borrowers;


 


WHEREAS, as a
condition to the Lenders making any Revolving Loans or issuing or causing the
issuance of any Letters of Credit under the Loan Agreement, the Secured Parties
have required the execution and delivery of this Pledge Agreement by the
Pledgors;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       Pledge.  As collateral security for the prompt and
complete payment, performance and observance of (a) all present and future
Obligations, whether at stated maturity, by acceleration or otherwise
(including, without limitation, all interest thereon, whether accruing prior or
subsequent to the commencement of a bankruptcy or similar proceeding involving
any Pledgor as a debtor and whether or not such interest is an allowed claim in
any such proceeding) and (b) all present and future obligations of each of the
Pledgors under each of the Loan Documents, whether at stated maturity, by
acceleration or otherwise (all of the foregoing being herein referred to as the
“Secured Obligations”), each Pledgor hereby assigns, transfers and
pledges to the Agent for the benefit of the


 

















 


Secured
Parties, and grants to the Agent for the benefit of the Secured Parties, a
first priority security interest in the collateral of such Pledgor described in
paragraph 2 below (collectively, the “Pledged Collateral”).


 


2.                                       Description
of Pledged Collateral.  (a)  The Pledged Collateral is described as
follows and on any separate schedules at any time furnished by one or more of
the Pledgors to the Agent (which schedules are hereby deemed part of this
Pledge Agreement):


 


(i)                                     all right, title
and interest of each Pledgor (whether now or in the future) in and to the
shares of capital stock or other Equity Interests owned by such Pledgor
(excluding any Equity Interests of any Non-Restricted Subsidiary; provided
that, if an Activation Event shall occur with respect to any such
Subsidiary, the Equity Interests in such Subsidiary shall be Pledged Collateral
hereunder and the applicable Pledgor shall comply with the provisions hereof
(including, without limitation, Section 3 below)) which shares or other Equity
Interests are listed on Schedule I annexed hereto next to such Pledgor’s
name;


 


(ii)                                  all right, title and
interest of each Pledgor in and to all present and future payments, proceeds,
dividends, distributions, instruments, compensation, property, assets,
interests and rights in connection with or related to the Pledged Collateral of
such Pledgor, and all monies due or to become due and payable to such Pledgor
in connection with or related to the Pledged Collateral of such Pledgor or
otherwise paid, issued or distributed from time to time in respect of or in
exchange therefor, and any certificate, instrument or other document evidencing
or representing the same (including, without limitation, all proceeds of
dissolution or liquidation);


 


(iii)                               all instruments of
indebtedness (whether now existing or hereafter arising) by any of the issuers
listed in Schedule I hereto which name any Pledgor as payee thereunder
(the “Pledged Debt”); and


 


(iv)                              all proceeds of every
kind and nature, including proceeds of proceeds, of any and all of the
foregoing (including, without limitation, proceeds which constitute property of
the type described above) and to the extent not otherwise included, all money
and cash.


 


(b)                                 The
shares of stock, certificates, instruments or other documents evidencing or
representing the foregoing shall be collectively referred to herein as the “Pledged
Securities”.


 


3.                                       Delivery of
Certificates, Instruments, Etc.; Pledgors Remain Liable.  (a) 
Each Pledgor shall deliver to the Agent:


 


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(i)                                     all original
shares of stock, certificates, instruments and other documents evidencing or
representing the initial Pledged Collateral of such Pledgor concurrently with
the execution and delivery of this Pledge Agreement, and


 


(ii)                                  the original shares
of stock, certificates, instruments or other documents evidencing or
representing all other Pledged Collateral of such Pledgor (except for such
Pledged Collateral which this Pledge Agreement specifically permits such
Pledgor to retain) within two (2) days after such Pledgor’s receipt
thereof.  Each delivery of Pledged
Collateral shall be accompanied by a schedule showing a description of the
collateral theretofore and then being pledged hereunder, which schedule shall
be attached hereto as Schedule I and made a part hereof.  Each schedule so delivered shall supersede
any prior schedules so delivered.


 


(b)                                 All
Pledged Collateral which are certificated securities shall be in bearer form
or, if in registered form, shall be issued in the name of the Agent or endorsed
to the Agent or accompanied by undated blank stock or equity interest powers,
note power, endorsement or other necessary instruments of transfer,
registration or assignment, duly executed in blank and in form and substance
satisfactory to the Agent.


 


(c)                                  If
any Pledged Securities are “uncertificated securities” within the meaning of
the UCC or are otherwise not evidenced by any certificate or instrument, the
applicable Pledgor will promptly notify the Agent thereof and will promptly
take and cause to be taken, and will (if the issuer of such uncertificated
securities is a person other than a subsidiary of a Pledgor) use its best
efforts to cause the issuer to take, all actions required under Articles 8 and
9 of the UCC and any other applicable law, to enable the Agent to acquire
“control” (within the meaning of such term under Section 8-106 (or its
successor provision) of the UCC) of such uncertificated securities and as may
be otherwise necessary or deemed appropriate by the Agent to perfect the
security interest of the Agent therein. 
If any Pledged Securities represent interests in a limited partnership
or a limited liability company, the applicable Pledgor will cause the issuer
thereof not to take any action that would cause such Pledged Securities to
become a “security” within the meaning of Section 8-102 of the UCC unless such
Pledgor complies with the provisions of paragraph 3(a) above (in the case of
certificated securities) or this paragraph 3(c) (in the case of “uncertificated
security”), as the case maybe.


 


(d)                                 Anything
herein to the contrary notwithstanding, (i) each Pledgor shall remain liable
under the contracts and agreements included in the Pledged Collateral of such
Pledgor to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Pledge Agreement had not
been executed, (ii) the exercise by the Agent of any of the rights hereunder
shall not release any Pledgor from any of its duties or obligations under the
contracts and agreements included in the Pledged Collateral of such Pledgor,
except to the extent that such duties and obligations may have been terminated
by reason of a sale, transfer or other disposition of such Pledged Collateral
as provided in paragraph 11 hereof, and (iii) neither the Agent nor any other
Secured Party shall have any obligation or liability under the contracts and
agreements included in the Pledged Collateral by reason of this Pledge
Agreement, nor shall the Agent or any Secured Party be obligated to perform any
of the


 


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obligations or
duties of any Pledgor thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder.


 


4.                                       Registration.  At any time and from time to time for so
long as an Event of Default is continuing, the Agent may cause all or any of
the Pledged Securities of a Pledgor to be transferred to or registered in the
Agent’s name or the name of its nominee or nominees.


 


5.                                       Representations,
Warranties and Covenants of the Pledgor. 
Each Pledgor hereby represents, warrants and covenants that:


 


(a)                                  Pledged
Collateral.  Set forth on Schedule
I hereto is a complete and accurate list and description of all of the
Pledged Collateral in which such Pledgor has granted a security interest
hereunder in favor of the Agent and such Pledgor is the sole holder of record
and the sole beneficial owner of such Pledged Collateral free and clear of any
Lien thereon, except the Lien created hereunder, under the Loan Agreement, and,
subject to the Intercreditor Agreement, the Liens securing Debt of such Pledgor
under the Senior Secured Debt Documents.


 


(b)                                 Chief
Executive Office; Records; Etc.  The
address of the chief executive office and principal place of business of such
Pledgor, and the location of the books and records relating to the Pledged
Collateral of such Pledgor, are set forth below its signature hereto, and such
Pledgor will not change said address or location, or merge or consolidate with
any Person or change its name, except as otherwise expressly permitted by the
Loan Agreement.


 


(c)                                  Sale
or Other Disposition of Pledged Collateral.  Such Pledgor will not assign (by operation of law or otherwise),
sell, lease, transfer, pledge or grant a security interest in or otherwise
dispose of or abandon, nor will it suffer or permit any of the same to occur
with respect to, any Pledged Collateral of such Pledgor, except as permitted
under the Loan Agreement, and the inclusion of “proceeds” of the Pledged
Collateral under the security interest granted herein shall not be deemed a
consent by the Agent or any other Secured Party to any sale or other
disposition of any Pledged Collateral of such Pledgor.


 


(d)                                 Percentage
of Outstanding Equity.  The Pledged
Securities in which such Pledgor has granted a security interest hereunder to
the Agent constitute, and until payment in full of the Secured Obligations and
the expiration or termination of the Revolving Commitments and cancellation of
all Letters of Credit (or the cash collateralization or backing up by a letter
of credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement)
will continue to constitute, the percentage of the outstanding equity of each
such issuer as indicated on Schedule I hereto.


 


(e)                                  All
of Such Pledgor’s Interests.  The
Pledged Securities of such Pledgor constitutes, and until payment in full of
the Secured Obligations and the expiration or termination of the Revolving
Commitments and cancellation of all Letters of Credit will continue to
constitute, all of the Equity Interests held by such Pledgor in any of the
issuers listed on Schedule I hereto.


 


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(f)                                    Due
Authorization, Etc., of Stock.  The
Pledged Securities listed on Schedule I next to the name of such Pledgor
have been duly authorized and validly issued and are fully paid and
non-assessable and are not subject to any options to purchase or similar rights
of any Person.


 


(g)                                 Required
Consents.  Except as may be required
in connection with any disposition of any portion of the Pledged Securities of
such Pledgor by laws affecting the offering and sale of securities generally,
no consent of any Person (including, without limitation, the shareholders,
partners or creditors of such Pledgor) and no license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing
(other than the filing of financing statements under the UCC in order to
perfect a security interest in that portion of the Pledged Collateral of such
Pledgor constituting general intangibles) or declaration with any governmental
instrumentality is required in connection with (i) the execution, delivery or
performance by or enforceability of this Pledge Agreement, (ii) the perfection
or maintenance of the security interest created hereby (including the first
priority nature of such security interest) or (iii) the exercise by the Agent
of the voting or other rights provided for in this Pledge Agreement.  By its signature to this Pledge Agreement,
such Pledgor consents to the other Pledgors’ pledge and assignment of their
respective interests in the Pledged Collateral and agrees, notwithstanding
anything contained in any agreement or document with respect to any of the
Pledged Collateral, that there shall be no restriction on the Agent as to any
transfer of any Pledged Collateral of such Pledgor as a result of the exercise
of any of its rights hereunder (and such Pledgor hereby consents to any such
transfer by the Agent).  Such Pledgor
further agrees that it will not, directly or indirectly, amend, modify or waive
any provisions contained in any agreement or document with respect to any
Pledged Collateral of such Pledgor which would have the effect of restricting
the ability of the Agent to transfer such Pledged Collateral  as a result of the exercise of any of the
Agent’s rights hereunder.


 


(h)                                 Nature
of Security Interest.  Upon the
delivery of the Pledged Collateral of such Pledgor to the Agent (in the case of
capital stock, instruments or certificated limited liability company interests)
or the filing of appropriate UCC financing statements, the pledge of the
Pledged Collateral of such Pledgor pursuant to this Pledge Agreement creates a
valid and perfected first priority, security interest in the Pledged Collateral
of such Pledgor in favor of the Agent, securing the prompt and complete
payment, performance and observance of the Secured Obligations.


 


(i)                                     Modification
of Agreements.  Such Pledgor will
not, without the prior written consent of the Agent, (a) modify, amend or alter
in any respect the terms and conditions of any agreement included in the
Pledged Collateral of such Pledgor (including, without limitation, any Pledged
Debt), nor forgive any indebtedness evidenced by any Pledged Collateral, except
that such Pledgor may forgive, in the ordinary course of business, loans to
franchisees permitted under Section 9.9(c) of the Loan Agreement, provided,
that no Default or Event of Default exists or would result therefrom, or (b)
execute any document or instrument or, without limitation of paragraph 6
hereof, take any other action of any kind which may, in the judgment of the
Agent, impair the value of the Pledged Collateral of such Pledgor.


 


(j)                                     Further
Assurances.  Such Pledgor will, at
its sole cost and expense, perform all acts and execute all documents requested
by the Agent from time to time to evidence, perfect, maintain or


 


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enforce the
Agent’s first priority security interest granted herein or otherwise in
furtherance of the provisions of this Pledge Agreement.  To the maximum extent permitted by
applicable law, such Pledgor authorizes the Agent to execute any documents in
the Pledgor’s name and authorizes the Agent to file such financing statements
in any appropriate filing office to evidence, perfect, maintain or enforce the
Agent’s first priority security interest granted herein or otherwise in
furtherance of the provisions of this Pledge Agreement.


 


6.                                       Voting
Rights and Certain Payments Prior to Default.  So long as no Event of Default shall have occurred and be
continuing, each Pledgor shall be entitled:


 


(a)                                  to
exercise, in a manner not inconsistent with the terms hereof or of the other
Loan Documents or the Secured Obligations, the voting power with respect to the
Pledged Securities of such Pledgor, and for that purpose the Agent shall (if
any Pledged Securities of such Pledgor shall be registered in the name of the
Agent or its nominee) execute or cause to be executed from time to time, at the
expense of such Pledgor, such proxies or other instruments in favor of such
Pledgor or its nominee, in such form and for such purposes as shall be reasonably
required by such Pledgor and shall be specified in a written request therefor,
to enable it to exercise such voting power with respect to such Pledged
Securities; provided, however, that such Pledgor shall not
exercise or shall refrain from exercising any such voting power if it has been
notified by the Agent that, in the Agent’s judgment, such action would have a
material adverse effect on the value of the Pledged Collateral or any part
thereof; and


 


(b)                                 except
as otherwise provided in paragraphs 7 and 
8 hereof, to receive and retain for its own account any and all
payments, proceeds, dividends, distributions, monies, compensation, property,
assets, instruments or rights to the extent such are permitted pursuant to the
terms of the Loan Agreement, other than (i) stock or liquidating dividends or
distributions or returns of capital or (ii) extraordinary dividends or
distributions and dividends or distributions or other amounts payable under or
in connection with any recapitalization, restructuring or other non-ordinary
course event (the dividends, distributions and amounts in this clause (ii)
being “Extraordinary Payments”), paid, issued or distributed from time
to time in respect of the Pledged Collateral of such Pledgor.


 


7.                                       Extraordinary
Payments and Distributions. 
(a)  In case, upon the
dissolution or liquidation (in whole or in part) of any issuer of any Pledged
Collateral, any sum shall be paid or payable as a liquidating dividend or
distribution or return of capital or otherwise upon or with respect to any of
the Pledged Securities of a Pledgor or, in the event any other Extraordinary
Payment is paid or payable, then and in any such event, such sum shall be paid
over to the Agent promptly, and in any event within two (2) Business Days after
receipt thereof, to be held by the Agent as additional collateral hereunder.


 


(b)                                 In
case any stock dividend or distribution payable in additional Pledged
Collateral shall be declared with respect to any of the Pledged Collateral, or
any shares of stock or fractions thereof or other Equity Interests shall be
issued pursuant to any stock split or other transaction involving any of the
Pledged Collateral, or any distribution of capital shall be made on any of the
Pledged Collateral, or any


 


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shares,
partnership interests, obligations or other property shall be distributed upon
or with respect to any of the Pledged Collateral, in each case pursuant to a
recapitalization or reclassification of the capital of the issuer thereof, or
pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or
reorganization of such issuer, or to the merger or consolidation of such issuer
with or into another entity, the shares, obligations or other property so distributed
shall be delivered to the Agent promptly, and in any event within two (2)
Business Days after receipt thereof, to be held by the Agent as additional
collateral hereunder subject to the terms of this Pledge Agreement, and all of
the same shall constitute Pledged Collateral for all purposes hereof.


 


8.                                       Voting
Rights and Certain Payments After an Event of Default.  (a) 
Except with respect to Distributions permitted by Section 9.9(a) of the
Loan Agreement, upon the occurrence and for so long as an Event of Default is
continuing, all rights of any Pledgor to exercise or refrain from exercising
the voting, managerial and other consensual rights which it would otherwise be
entitled to exercise pursuant to paragraph 6(a) hereof and to receive the
payments, proceeds, dividends, distributions, monies, compensation, property,
assets, instruments or rights which it would otherwise be authorized to receive
and retain pursuant to paragraph 6(b) shall cease, and thereupon the Agent
shall be entitled to exercise all voting power and other rights, powers and
privileges with respect to the Pledged Securities and the other Pledged
Collateral of such Pledgor and to receive and retain, as additional collateral
hereunder, any and all payments, proceeds, dividends, distributions, monies,
compensation, property, assets, instruments or rights at any time declared or
paid upon or in respect of any of the Pledged Collateral of such Pledgor.  The failure on the part of Agent to give any
notice to a Pledgor prior to the exercise of any voting power or other rights,
powers or privileges with respect to the Pledged Collateral of such Pledgor
shall not affect the Agent’s rights under this paragraph 8.


 


(b)                                 All
payments, proceeds, dividends, distributions, monies, property, assets, instruments
or rights which are received by a Pledgor contrary to the provisions of
subparagraph (a) above shall be received and held in trust for the benefit of
the Agent, shall be segregated by such Pledgor from other funds of such Pledgor
and shall be forthwith paid over to the Agent as Pledged Collateral in the same
form as so received (with any necessary indorsement).


 


9.                                       Application
of Cash Collateral.  (a)  Subject to paragraph 6(b) hereof, any
payments made in respect of the Pledged Debt shall be and become part of the
Pledged Collateral, and, if received by any Pledgor, shall not be commingled by
such Pledgor with any of its other funds or property but shall be held separate
and apart therefrom, shall be held in trust for the benefit of the Agent and the
Secured Parties and shall be forthwith delivered to the Agent in the same form
as so received.


 


(b)                                 Any
cash received and retained by the Agent as additional collateral hereunder
pursuant to the foregoing provisions may, at any time and from time to time, be
applied by the Agent to the payment of the Secured Obligations as provided for
in the Loan Agreement (or if not so provided for, as the Agent shall determine
in its sole discretion).


 


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10.                                 Expenses.  The Pledgors will upon demand, jointly and
severally, pay the Agent for any and all out-of-pocket costs, sums, and
expenses which the Agent may pay or incur pursuant to the provisions of this
Pledge Agreement or in enforcing the Secured Obligations, the Pledged
Collateral or the security interest granted hereunder, including, but not
limited to, all filing or recording fees, court costs, collection charges,
travel expenses, computer fees, telephone fees, duplicating fees and reasonable
attorneys’ fees and expenses.  Such
expenses shall include, without limitation, any such costs paid or incurred by
the Agent in connection with any waivers, amendments, modifications,
extensions, renewals or renegotiations. 
All of the foregoing, together with interest thereon as specified in
paragraph 22 hereof, shall be part of the Secured Obligations and be payable
within one (1) Business Day after demand therefor.


 


11.                                 Remedies.  (a) 
Upon the occurrence and for so long as an Event of Default is
continuing, the Agent may exercise in respect of any of the Pledged Collateral,
in addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the UCC in effect in the State of New York at that time (whether or not
applicable to the affected Pledged Collateral) and may also, without obligation
to resort to other security, at any time and from time to time sell, resell,
assign and deliver, in its sole discretion, all or any of the Pledged Collateral,
in one or more parcels at the same or different times, and all right, title and
interest, claim and demand therein and right of redemption thereof, on any
securities exchange on which any Pledged Collateral may be listed, or at public
or private sale, for cash, upon credit or for future delivery, and in
connection therewith the Agent may grant options, each Pledgor hereby waiving
and releasing any and all equity and right of redemption.


 


(b)                                 If
any of the Pledged Collateral is sold by the Agent upon credit or for future
delivery, the Agent shall not be liable for the failure of the purchaser to
purchase or pay for the same and, in the event of any such failure, the Agent
may resell such Pledged Collateral.  In
no event shall a Pledgor be credited with any part of the proceeds of sale of
any Pledged Collateral of such Pledgor until cash payment thereof has actually
been received by the Agent.


 


(c)                                  The
Agent or any other Secured Party may purchase any Pledged Collateral at any
public sale and, if any Pledged Collateral is of a type customarily sold in a
recognized market or is of the type which is the subject of widely distributed
standard price quotations, the Agent or any other Secured Party may purchase
such Pledged Collateral at a private sale, free from any right of redemption,
which is hereby waived and released to the extent permitted by applicable law,
and in each case may make payment therefor by any means, including, without
limitation, by release or discharge of Secured Obligations in lieu of cash
payment.


 


(d)                                 The
Agent may apply the cash proceeds actually received from any sale or other
disposition of any of the Pledged Collateral of a Pledgor to the payment of the
Secured Obligations as provided in the Loan Agreement (or if not so provided
for, as the Agent shall determine in its sole discretion).  The Pledgors, jointly and severally, shall
remain liable for any deficiency with respect to the Secured Obligations, which
shall bear interest and be payable at the interest rate applicable to such Secured
Obligations at such time as provided in paragraph 22.  The right of a Pledgor to receive any


 


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surplus, if
any, shall be subject to any duty of the Agent imposed by law to the holder of
any subordinate security interest in the Pledged Collateral of such Pledgor
known to the Agent.  Nothing contained
herein shall be construed as requiring the Agent to take any such action at any
time.


 


(e)                                  Each
Pledgor recognizes that the Agent may be unable to effect a public sale of all
or part of the Pledged Collateral of such Pledgor consisting of securities by
reason of certain prohibitions contained in the Securities Act of 1933, or in
applicable Blue Sky or other state securities laws, as now or hereafter in effect,
but may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to
acquire such securities for their own account, for investment and not with a
view to the distribution or resale thereof. 
Each Pledgor agrees that any such Pledged Collateral sold at any such
private sale may be sold at a price and upon other terms less favorable to the
seller than if sold at public sale and that each such private sale shall be
deemed to have been made in a commercially reasonable manner.  The Agent shall have no obligation to delay
sale of any such securities for the period of time necessary to permit the
issuer of such securities, even if such issuer would agree to register such
securities for public sale under the Securities Act of 1933.  Each Pledgor agrees that private sales made
under the foregoing circumstances shall be deemed to have been made in a
commercially reasonable manner.


 


(f)                                    No
demand, advertisement or notice, all of which are hereby expressly waived,
shall be required in connection with any sale or other disposition of any part
of the Pledged Collateral which threatens to decline speedily in value or which
is of a type customarily sold on a recognized market; otherwise the Agent shall
give the applicable Pledgor at least ten days’ prior notice of the time and
place of any public sale and of the time after which any private sale or other
disposition is to be made, which notice each Pledgor agrees is reasonable, all
other demands, advertisements and notices being hereby waived.


 


(g)                                 The
Agent shall not be obligated to make any sale of Pledged Collateral if it shall
determine not to do so, regardless of the fact that notice of sale may have
been given.  The Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned.


 


(h)                                 The
remedies provided herein in favor of the Agent shall not be deemed exclusive,
but shall be cumulative, and shall be in addition to all other remedies in
favor of the Agent existing at law or in equity.


 


12.                                 Agent
Appointed Attorney-in-Fact. 
(a)  To effectuate the terms and
provisions hereof, each Pledgor hereby appoints the Agent as its
attorney-in-fact for the purpose, from and after the occurrence and for so long
as an Event of Default is continuing, of carrying out the provisions of this
Pledge Agreement and taking any action and executing any instrument which the
Agent may deem necessary or advisable to accomplish the purposes hereof.  Without limiting the generality of the
foregoing, the Agent shall, from and after the occurrence and for so long as an
Event of Default is continuing, have the right and power to:


 


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(i)                                     receive, endorse
and collect all checks and other orders for the payment of money made payable
to a Pledgor representing any interest or dividend or other distribution or
amount payable in respect of the Pledged Collateral of such Pledgor or any part
thereof and to give full discharge for the same, and


 


(ii)                                  execute endorsements,
assignments or other instruments of conveyance or transfer with respect to all
or any of the Pledged Collateral and to exercise all rights and privileges of
(or on behalf of) the owner of any Pledged Collateral, including, without
limitation, all voting rights with respect to the Pledged Securities.


 


(b)                                 All
acts done under the foregoing authorization are hereby ratified and approved by
each Pledgor and neither the Agent, any other Secured Party nor any designee or
agent thereof shall be liable for any acts of commission or omission, for any
error of judgment or for any mistake of fact or law except for acts of gross
negligence or willful misconduct.


 


(c)                                  This
power of attorney, being coupled with an interest, is irrevocable until the
payment or performance in full of all Secured Obligations and the expiration or
termination of all Revolving Commitments and the cancellation of all Letters of
Credit (or such letters of credit being cash collateralized or backed up by
Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan
Agreement).


 


13.                                 Agent’s
Duties; Reasonable Care.  (a)  The Agent shall have the duty to exercise
reasonable care in the custody and preservation of any Pledged Collateral in
its possession, which duty shall be fully satisfied if the Agent maintains safe
custody of such Pledged Collateral and, with respect to any calls, conversions,
exchanges, redemptions, offers, tenders or similar matters relating to any such
Pledged Collateral (herein called “events”),


 


(i)                                     the Agent
exercises reasonable care to ascertain the occurrence and to give reasonable
notice to the applicable Pledgor of any events applicable to any Pledged
Securities of such Pledgor which are registered and held in the name of the
Agent or its nominee,


 


(ii)                                  the Agent gives the
applicable Pledgor reasonable notice of the occurrence of any events, of which
the Agent has received actual knowledge, as to any securities which are in
bearer form or are not registered and held in the name of the Agent or its
nominee (such Pledgor agreeing to give the Agent reasonable notice of the
occurrence of any events applicable to any securities in the possession of the
Agent of which such Pledgor has received knowledge), and


 


(iii)                               in the exercise of its
sole discretion (x) the Agent endeavors to take such action with respect to any
of the events as the applicable Pledgor may reasonably and specifically request
in writing in sufficient time for such action to be evaluated and


 


10

















 


taken or (y)
if the Agent determines that the action requested might adversely affect the
value of the Pledged Collateral of such Pledgor as collateral, the collection
of the Secured Obligations, or otherwise prejudice the interests of the Agent
or any other Secured Party, the Agent gives notice to such Pledgor that any
such requested action will not be taken and if the Agent makes such
determination or if such Pledgor fails to make such timely request, the Agent
takes such other action as it deems advisable in the circumstances.


 


(b)                                 Except
as hereinabove specifically set forth, the Agent shall have no further
obligation to ascertain the occurrence of, or to notify any Pledgor with
respect to, any events and shall not be deemed to assume any such further
obligation as a result of the establishment by the Agent of any internal
procedures with respect to any securities in its possession, nor shall the
Agent be deemed to assume any other responsibility for, or obligation or duty
with respect to, any Pledged Collateral, or its use, of any nature or kind, or
any matter or proceedings arising out of or relating thereto, including,
without limitation, any obligation or duty to take any action to collect,
preserve or protect its or the applicable Pledgor’s rights in the Pledged
Collateral of such Pledgor or against any prior parties thereto, but the same
shall be at such Pledgor’s sole risk and responsibility at all times.


 


(c)                                  Each
Pledgor hereby releases the Agent and the other Secured Parties from any
claims, causes of action and demands at any time arising out of or with respect
to this Pledge Agreement, the Pledged Collateral of such Pledgor and/or any
actions taken or omitted to be taken by the Agent or the other Secured Parties
with respect thereto (except such claims, causes of action and demands arising
from the gross negligence or willful misconduct of the Agent or the other
Secured Parties) and each Pledgor hereby agrees to hold the Agent and the other
Secured Parties harmless from and with respect to any and all such claims,
causes of action and demands (except such claims, causes of action and demands
arising from the gross negligence or willful misconduct of the Agent or the
other Secured Parties).


 


14.                                 Rights
and Remedies Not Waived.  The
Agent’s prior recourse to any Pledged Collateral shall not constitute a
condition of any demand, suit or proceeding for payment or collection of the
Secured Obligations.  No act, omission
or delay by the Agent or any other Secured Party shall constitute a waiver of
its rights and remedies hereunder or otherwise.  No single or partial waiver by the Agent of any default hereunder
or right or remedy which it may have shall operate as a waiver of any other
default, right or remedy or of the same default, right or remedy on a future
occasion.


 


15.                                 Agent
May Perform.  If any Pledgor
fails to perform any agreement contained herein, the Agent may itself perform,
or cause performance of, such agreement, and the expenses of the Agent incurred
in connection therewith shall be payable by the Pledgors pursuant to the terms
of paragraph 10 hereof.


 


16.                                 SETOFF; WAIVER OF JURY TRIAL AND SETOFF; CONSENT TO
JURISDICTION, ETC.  (a)  IN ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT 
OF THIS PLEDGE


 


11

















 


AGREEMENT,
OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS PLEDGE AGREEMENT, OR
THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR
ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING, BETWEEN ONE OR MORE PLEDGORS ON
THE ONE HAND AND ANY ONE OR MORE OF THE SECURED PARTIES ON THE OTHER HAND, EACH
SUCH PLEDGOR HEREBY, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, (i)
WAIVES THE RIGHT TO INTERPOSE ANY SETOFF, RECOUPMENT, COUNTERCLAIM OR
CROSS-CLAIM IN CONNECTION WITH ANY SUCH LEGAL ACTION OR PROCEEDING,
IRRESPECTIVE OF THE NATURE OF SUCH SETOFF, RECOUPMENT, COUNTERCLAIM OR
CROSS-CLAIM, UNLESS SUCH SETOFF, RECOUPMENT, COUNTERCLAIM OR CROSS-CLAIM COULD
NOT, BY REASON OF ANY APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED,
PLEADED OR ALLEGED IN ANY OTHER ACTION AND (ii) WAIVES ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LEGAL ACTION OR PROCEEDING, ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES (AND ONLY ACTUAL DAMAGES IF AND TO THE
EXTENT DETERMINED IN A FINAL NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM SUCH SECURED PARTY’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT).


 


(b)                                  ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND BY ITS EXECUTION AND DELIVERY OF THIS PLEDGE
AGREEMENT, EACH PLEDGOR CONSENTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH PLEDGOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY
DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING:  (1) THE AGENT SHALL HAVE THE RIGHT TO BRING
ANY ACTION OR PROCEEDING AGAINST ANY PLEDGOR OR ITS PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION THE AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON ANY SECURITY FOR THE SECURED OBLIGATIONS AND (2) EACH PLEDGOR
ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY
PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE
JURISDICTIONS.


 


12

















 


(c)                                  EACH
PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL
(RETURN RECEIPT REQUESTED) DIRECTED TO SUCH PLEDGOR AT ITS ADDRESS SET FORTH IN
SECTION 18 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS
AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS.  NOTHING CONTAINED HEREIN SHALL AFFECT THE
RIGHT OF THE AGENT TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.


 


(d)                                  NO
PROVISION OF THIS PLEDGE AGREEMENT SHALL LIMIT THE RIGHT OF THE AGENT TO
EXERCISE SELF-HELP REMEDIES SUCH AS SETOFF OR OBTAINING PROVISIONAL OR
ANCILLARY REMEDIES FROM A COURT OF COMPETENT JURISDICTION BEFORE, AFTER, OR
DURING THE PENDENCY OF ANY ARBITRATION OR OTHER PROCEEDING.  THE EXERCISE OF A REMEDY DOES NOT WAIVE THE
RIGHT OF ANY PARTY TO RESORT TO ARBITRATION OR REFERENCE.


 


(e)                                  EACH
PLEDGOR HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS PLEDGE AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE.  EACH PLEDGOR
HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
TRIAL WITHOUT A JURY.  WITHOUT LIMITING
THE FOREGOING, EACH PLEDGOR HEREBY  FURTHER
AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY  OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS PLEDGE AGREEMENT OR ANY  PROVISION HEREOF. 
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS PLEDGE AGREEMENT.


 


(f)                                    EACH
PLEDGOR AGREES THAT THIS PARAGRAPH 16 IS A SPECIFIC AND MATERIAL ASPECT OF THIS
PLEDGE AGREEMENT AND ACKNOWLEDGES THAT THE SECURED PARTIES WOULD NOT EXTEND TO
THE BORROWERS ANY FINANCIAL ACCOMMODATIONS UNDER THE LOAN AGREEMENT IF THIS
PARAGRAPH 16 WERE NOT PART OF THIS PLEDGE AGREEMENT.


 


17.                                 Admissibility
of Pledge Agreement.  Each Pledgor
agrees that any copy of this Pledge Agreement signed by such Pledgor and
transmitted by telecopier for delivery to the Agent shall be admissible in
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence.


 


13

















 


18.                                 Address
for Notices.  All notices, requests,
demands and other communications provided for hereunder shall be in writing
(unless otherwise expressly provided herein) and mailed, telegraphed, telexed,
telecopied, cabled or delivered, if to a Pledgor, at the address specified
below its signature below and if to the Agent, at its address specified below
its signature below or, at such other address as shall be designated by any
party in a written notice to the other parties hereto.  All notices and communications given by a
telecommunications device shall be capable of creating a written record of
confirmation receipt.  All such notices
and communications shall be mailed, telegraphed, telexed, telecopied or cabled
or sent by overnight courier or personal delivery, and shall be effective when
received.


 


19.                                 Terms.  All terms defined in the UCC and used herein
shall have the meanings as defined in the UCC, unless the context otherwise
requires.


 


20.                                 Amendments
and Modification.  No provision
hereof shall be modified, altered, waived or limited except by written
instrument expressly referring to this Pledge Agreement and to such provision,
and executed by the party to be charged.


 


21.                                 Continuing
Security Interest; Assignments. 
This Pledge Agreement shall create a continuing security interest in the
Pledged Collateral and shall (i) remain in full force and effect until the
later of (x) payment in full of the Secured Obligations, (y) the expiration or
termination of the Revolving Commitments and (z) the cancellation of all
Letters of Credit (or such Letters of Credit being cash collateralized or
backed up by letters of credit pursuant to the requirements of Section 2.4(j)
of the Loan Agreement), (ii) be binding upon and inure to the benefit of, and
be enforceable by, each Pledgor and its successors and assigns, and (iii) be
binding upon and inure to the benefit of, and be enforceable by, the Agent and
its successors, transferees and assigns. 
Upon the later of (i) the payment in full of the Secured Obligations,
(ii) the expiration or termination of the Revolving Commitments and (iii) the
cancellation of all Letters of Credit (or such Letters of Credit being cash
collateralized or backed up by letters of credit pursuant to the requirements
of Section 2.4(j) of the Loan Agreement), the security interest granted hereby
shall terminate and all rights to the Pledged Collateral shall revert to the
applicable Pledgors.  Upon any such
termination, the Agent will, at Pledgors’ expense, execute and deliver to the
Pledgors such documents as the Pledgors shall reasonably request to evidence
such termination and will assign, transfer and deliver to the Pledgors, without
recourse and without representation or warranty, such of the Pledged Collateral
as may then be in possession of the Agent. Except as provided otherwise in the
Loan Agreement, upon any sale or other disposition by any Pledgor of any
Pledged Collateral in a transaction expressly permitted under the Loan
Agreement and the receipt by the Agent of the proceeds of such sale or other
disposition if and as required by the Loan Agreement, the Lien and security
interest created by this Pledge Agreement in and upon such Pledged Collateral
shall be automatically released; and in connection with any such release, the
Agent, at the request and expense of the applicable Pledgor, will execute and
deliver to such Pledgor such documents and instruments evidencing such release
or termination as such Pledgor may reasonably request and will assign,
transfer, and deliver to such Pledgor, without recourse and without
representation or warranty, such of the Pledged Collateral so being released as
may then be in the possession of the Agent.


 


14

















 


22.                                 Interest.  All amounts payable from time to time by the
Pledgors hereunder shall constitute part of the Secured Obligations and shall
bear interest and be payable at the interest rate applicable to Revolving Loans
at such time under Section 3.1 of the Loan Agreement.


 


23.                                 Governance
of Loan Agreement:  The parties
hereto agree that to the extent any provisions herein conflict with the Loan
Agreement, the provisions of the Loan Agreement shall control.


 


24.                                 Counterparts.  This Pledge Agreement may be executed by the
parties hereto individually or in any combination, in one or more counterparts,
each of which shall be an original and all of which shall together constitute
one and the same agreement.


 


25.                                 Captions;
Separability.  The captions of the
various sections and paragraphs of this Pledge Agreement have been inserted
only for the purposes of convenience; such captions are not a part of this
Pledge Agreement and shall not be deemed in any manner to modify, explain,
enlarge or restrict any of the provisions of this Pledge Agreement.


 


26.                                 Security
Interest Absolute.  All rights of
the Agent and security interests hereunder, and all of the obligations of each
Pledgor hereunder, shall be absolute and unconditional, irrespective of:


 


(i)                                     any lack of
validity or enforceability of any Loan Document, any Secured Obligations or any
other agreement or instrument relating thereto;


 


(ii)                                  any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Secured Obligations, or any other amendment or waiver of or any consent to any
departure from any Loan Document;


 


(iii)                               any exchange, release or
non-perfection of any other collateral, or any release or amendment or waiver
of or consent to departure from any guaranty, for all or any of the Secured
Obligations; or


 


(iv)                              any other circumstance
which might otherwise constitute a defense available to, or a discharge of, any
Pledgor or a third party grantor of a security interest or Lien.


 


27.                               GOVERNING
LAW.  THIS PLEDGE AGREEMENT SHALL BE
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


15

















 


28.                                 Additional
Pledgors.  Each Pledgor recognizes
that the provisions of the Loan Agreement require persons that become
subsidiaries of the Loan Parties, and that are not already parties hereto, to
execute and deliver a Pledge Addendum, whereupon each such Person shall become
a Pledgor hereunder with the same force and effect as if originally a Pledgor
hereunder on the date hereof, and agrees that its obligations hereunder shall
not be discharged, limited or otherwise affected by reason of the same, or by
reason of the Agent’s actions in effecting the same or in releasing any Pledgor
hereunder, in each case without the necessity of giving notice to or obtaining
the consent of such Pledgor or any other Pledgor.


 


29.                                 Schedules.  The Agent is authorized to annex hereto any
schedules referred to herein.


 


30.                                 Acknowledgment
of Receipt.  Each Pledgor
acknowledges receipt of a copy of this Pledge Agreement.


 


31.                                 Intercreditor
Agreement.  The Agent’s rights and
remedies hereunder are subject to any applicable notice requirements set forth
in the Intercreditor Agreement.


 


[Remainder of
page intentionally left blank]


 


16

















 


IN WITNESS
WHEREOF, each Pledgor has duly executed or caused this Pledge Agreement to be
duly executed in the State of New York as of the date first above set forth.


 


 


	
   

  	
  NEW WORLD
  RESTAURANT GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY
  D. WEDO

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  New World
  Restaurant Group, Inc. 

  
	
   

  	
  1687 Cole
  Blvd.

  
	
   

  	
  Golden,
  CO  80401-3316 

  
	
   

  	
  Attention:  Anthony Wedo 

  
	
   

  	
  Telecopy
  No.: (303) 568-8039

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANHATTAN
  BAGEL COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY
  D. WEDO

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o New
  World Restaurant Group, Inc.

  
	
   

  	
  1687 Cole
  Blvd.

  
	
   

  	
  Golden,
  CO  80401-3316 

  
	
   

  	
  Attention:  Anthony Wedo 

  
	
   

  	
  Telecopy
  No.: (303) 568-8039

  



 


17

















 


	
   

  	
  EINSTEIN AND
  NOAH CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY
  D. WEDO

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o New
  World Restaurant Group, Inc. 

  
	
   

  	
  1687 Cole
  Blvd.

  
	
   

  	
  Golden,
  CO  80401-3316

  
	
   

  	
  Attention:  Anthony Wedo 

  
	
   

  	
  Telecopy
  No.: (303) 568-8039

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHESAPEAKE
  BAGEL FRANCHISE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY
  D. WEDO

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o New
  World Restaurant Group, Inc. 

  
	
   

  	
  1687 Cole
  Blvd.

  
	
   

  	
  Golden,
  CO  80401-3316 

  
	
   

  	
  Attention:  Anthony Wedo

  
	
   

  	
  Telecopy
  No.: (303) 568-8039

  



 


18

















 


	
   

  	
  WILLOUGHBY’S
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY
  D. WEDO

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o New
  World Restaurant Group, Inc.

  
	
   

  	
  1687 Cole
  Blvd.

  
	
   

  	
  Golden,
  CO  80401-3316 

  
	
   

  	
  Attention:  Anthony Wedo

  
	
   

  	
  Telecopy
  No.: (303) 568-8039

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EINSTEIN/NOAH
  BAGEL PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY
  D. WEDO

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o New
  World Restaurant Group, Inc. 

  
	
   

  	
  1687 Cole
  Blvd.

  
	
   

  	
  Golden,
  CO  80401-3316 

  
	
   

  	
  Attention:  Anthony Wedo 

  
	
   

  	
  Telecopy
  No.: (303) 568-8039

  



 


19

















 


	
   

  	
  I. & J.
  BAGEL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY
  D. WEDO

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  c/o New
  World Restaurant Group, Inc. 

  
	
   

  	
  1687 Cole
  Blvd.

  
	
   

  	
  Golden,
  CO  80401-3316 

  
	
   

  	
  Attention:  Anthony Wedo

  
	
   

  	
  Telecopy
  No.: (303) 568-8039

  



 


 


Accepted and
Agreed:


 


AMSOUTH BANK,
as Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Address for
Notices:


 


AmSouth Bank 

c/o AmSouth Capital Corp. 

350 Park Avenue, 20th Floor 

New York, New York  10022 

Attention: Kevin Rogers 

Telecopy No.: (212) 935-7458


 


20

















 


Schedule I to
Pledge Agreement


 


List and Description of Pledged Securities and other Equity Interests


 


 


	
  Pledgor

  	
   

  	
  Issuer of

  Equity

  Interest

  	
   

  	
  Class

  of

  Equity

  	
   

  	
  Certificate

  No(s).

  	
   

  	
  Percentage

  of

  outstanding

  Shares or

  other Equity

  Interests

  	
   

  	
  Total

  Number

  of Shares

  or other

  Equity

  Interests

  	
   

  	
  Jurisdiction of

  Organization/

  Incorporation

  of Issuer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


[To be
provided by Proskauer]


 


 


List and Description of Pledged Debt


 


 


	
  Debt Issuer

  	
   

  	
  Description of Debt

  	
   

  	
  Maturity Date

  	
   

  	
  Original Principal

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[To be provided by Proskauer]


 


21

















 


Exhibit A


 


 


PLEDGE
ADDENDUM


 


THIS
PLEDGE ADDENDUM, dated as of
                    ,
200  , is delivered by [NAME OF
PLEDGOR] (the “Pledgor”) pursuant to the Pledge Agreement
referred to hereinbelow.  The Pledgor
hereby agrees that this Pledge Addendum may be attached to the Pledge
Agreement, dated as of July 8, 2003, made by the Pledgor and certain other
pledgors named therein in favor of AmSouth Bank, as Agent (as amended,
restated, modified or supplemented from time to time, the “Pledge Agreement”;
capitalized terms defined therein being used herein as therein defined), and
that the Equity Interests and Pledged Debt listed on Annex A to this
Pledge Addendum shall be deemed to be part of the Equity Interests and Pledged
Debt within the meaning of the Pledge Agreement and shall become part of the
Pledged Collateral and shall secure all of the Secured Obligations as provided
in the Pledge Agreement.  This Pledge
Addendum and its attachments are hereby incorporated into the Pledge Agreement
and made a part thereof.


 


 


	
   

  	
  [NAME OF PLEDGOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


22

















 


Annex
A


 


List and
Description of Equity Interests


 


 


	
  Issuer of
  Equity

  Interest

  	
   

  	
  Class of

  Equity

  	
   

  	
  Certificate

  No(s).

  	
   

  	
  Percentage of

  outstanding

  Shares or other

  Equity Interests

  	
   

  	
  Total

  Number of

  Shares or

  other Equity

  Interests

  	
   

  	
  Jurisdiction of

  Organization/

  Incorporation of

  Issuer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


List and Description of Pledged Debt


 


 


	
  Debt Issuer

  	
   

  	
  Description of Debt

  	
   

  	
  Maturity Date

  	
   

  	
  Original Principal

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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