EXHIBIT 10.48


 


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”).


RECITALS


A.  New World Restaurant Group, Inc. (the “Company”) has
entered into a Purchase Agreement (the “Purchase Agreement”), dated as
of the date hereof, with the Initial Purchaser, pursuant to which the Company
has agreed to issue and sell $160,000,000 aggregate principal amount of 13%
Senior Secured Notes due 2008 (the “Notes”) of the Company.


B.  Immediately following the purchase of the Notes by the Initial
Purchaser pursuant to the Purchase Agreement, the Purchasers have agreed,
severally, and not jointly and severally, to purchase $70,000,000 aggregate
principal amount of the Notes from the Initial Purchaser at a price equal to
97% of the principal amount of the Notes, on the terms and subject to the
conditions of this Agreement.


C.  In addition, the Purchasers have granted to the Initial Purchaser
an option to put to the Purchasers, severally, and not jointly and severally,
up to an additional $30,000,000 aggregate principal amount of the Notes at a
price equal to 95% of the principal amount of the Notes, on the terms and
subject to the conditions of this Agreement.


D.  The parties hereto now wish to enter into this Agreement to
provide for the Purchasers’ commitment to purchase up to $100,000,000 aggregate
principal amount of the Notes, on the terms and conditions set forth herein.


AGREEMENT


In consideration of the
promises and the mutual covenants and the agreements herein set forth, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


Section 1.  Definitions.  As used in this Agreement, the following
terms have the meanings stated:


“Affiliate” of a Person means any
other Person that directly or indirectly controls, is controlled by or is under
common control with, the Person or any of its Subsidiaries.


“Dollars” and “$” refer to
United States dollars and other lawful currency of the United States of America
from time to time in effect.


“Person” means any individual, corporation,
partnership, limited liability company, association, joint venture, trust or
any other entity or organization.


“Purchaser Percentage” means, for each
Purchaser, the percentage set forth opposite such Purchaser’s name under the
heading “Purchaser Percentage” on Annex A.


 


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“Securities Act” means the Securities
Act of 1933, as amended, and the related regulations and published
interpretations.


Section 2.  Agreement to Purchase Notes.  Upon the terms and subject to the conditions
set forth in this Agreement, each Purchaser, severally, and not jointly and
severally, hereby agrees to purchase from the Initial Purchaser, and the
Initial Purchaser hereby agrees to sell, transfer, assign, convey and deliver to
each Purchaser, on the Closing Date (as defined in the Purchase Agreement),
Notes having an aggregate original principal amount equal to the principal
amount set forth opposite such Purchaser’s name on Annex A hereto (such
Notes being the “Purchased Notes”), for an amount in cash equal to the
product of (a) 0.97, multiplied by (b) the aggregate principal amount
of Purchased Notes to be purchased by such Purchaser, in each case, by wire
transfer of immediately available funds in accordance with the wire transfer
instructions attached hereto on Annex B; provided, however,
that in the event that the Closing Date shall not occur on or prior to the date
which is three months after the date of this Agreement (the “Termination Date”),
none of the Purchasers shall be obligated to purchase any Notes hereunder after
the Termination Date.


Section 3.  Put Option.


(a)  Grant of Option.  Upon the terms and subject to the conditions
set forth in this Agreement, each Purchaser, severally, and not jointly and
severally, hereby grants to the Initial Purchaser the right and option (the “Put
Option”) to sell to such Purchaser, on the Closing Date, Notes (the “Additional
Notes”) in an aggregate principal amount not to exceed the product of
(i) the aggregate principal amount of Notes that the Initial Purchaser is
unable to sell to third parties up to a maximum of $30,000,000, multiplied by
(ii) Purchaser Percentage for such Purchaser, for an amount in cash equal
to the product of (i) 0.95, multiplied by (ii) the aggregate principal
amount of Additional Notes to be purchased by such Purchaser, in each case, by
wire transfer of immediately available funds in accordance with the wire
transfer instructions attached hereto on Annex B.


(b)  Exercise of Put Option.  The Put Option shall be exercisable during
the period from the date of this Agreement through the Termination Date.  In order to exercise the Put Option, the
Initial Purchaser shall deliver to each Purchaser a written notice on or prior to
the Closing Date setting forth the aggregate principal amount of Additional
Notes to be purchased by each Purchaser.


Section 4.  Time and Place of the Closing.  The closing of the sale, transfer,
assignment, conveyance and delivery of the Purchased Notes and the Additional
Notes (the “Closing”), will take place at the offices of Mayer, Brown,
Rowe & Maw, on the Closing Date immediately following the consummation of
the transactions described in the Purchase Agreement.


Section 5.  Conditions Precedent to the Obligations
of the Purchasers.  The obligations
of the Purchasers under this Agreement are expressly subject to the fulfillment
of each of the following conditions, unless expressly waived by the Purchasers
in writing, at or before the Closing.


 


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(a)  Representations and Warranties; Covenants.  The representations and warranties of the
Initial Purchaser set forth in this Agreement shall be true in all material
respects on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date.  The
Initial Purchaser shall have performed and complied in all material respects
with all of its covenants and other obligations contained in this Agreement
required to be performed or complied with by the Initial Purchaser at or before
the Closing.


(b)  Purchase Agreement.  The representations and warranties of the
Company set forth in the Purchase Agreement shall be true in all material
respects on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date.  The
Company shall have performed and complied in all material respects with all of
its covenants and other obligations contained in the Purchase Agreement
required to be performed or complied with by the Company at or before the
closing under the Purchase Agreement. 
All of the conditions set forth in Section 7 of the Purchase Agreement
shall have been satisfied (and not waived).


(c)  Purchase of Notes.  The Initial Purchaser shall have purchased
Notes having an aggregate principal amount equal to $160,000,000 from the
Company pursuant to the Purchase Agreement.


(d)  Purchased Notes and Additional Notes.  The Purchasers shall have received the
Purchased Notes and the Additional Notes.


(e)  Documents.  The final Indenture and the final Intercreditor Agreement (as
defined in the Indenture) shall conform in all material respects to the draft
Indenture and the draft Intercreditor Agreement delivered to the Purchasers on
the date of this Agreement.


(f)  Material Adverse Effect.  Since the date of this Agreement through the
date of the Closing hereunder, no event or circumstance shall have occurred,
which has had, or could reasonably be expected to have, a Material Adverse
Effect (as defined in the Purchase Agreement).


Section 6.  Conditions Precedent to the Obligations
of the Initial Purchaser.  The
obligations of the Initial Purchaser under this Agreement are expressly subject
to the fulfillment of each of the following conditions, unless waived by the
Initial Purchaser in writing, at or before the Closing.


(a)  Representations and Warranties; Covenants.  The representations and warranties of the
Purchasers set forth in this Agreement shall be true in all material respects
on and as of the Closing Date with the same force and effect as though made on
and as of the Closing Date.  The
Purchasers shall have performed and complied in all material respects with all
of their covenants and other obligations contained in this Agreement required
to be performed or complied with by the Purchasers at or before the Closing.


 


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(b)  Purchase of Notes.  The Company shall have issued to the Initial
Purchaser Notes having an aggregate principal amount equal to $160,000,000
pursuant to the Purchase Agreement.


(c)  Purchase Price.  The Initial Purchaser shall have received
the aggregate purchase price for the Purchased Notes and the Additional Notes
by wire transfer of immediately available funds in accordance with the
provisions of Sections 2 and 3 hereof.


Section 7.  Representations and Warranties of the
Initial Purchaser.  The Initial
Purchaser hereby represents and warrants to the Purchasers as of the date
hereof and as of the Closing Date as follows:


(a)  Existence and Power.  The Initial Purchaser (i) is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, and (ii) has all necessary
corporate power and authority required to execute and deliver this Agreement
and to consummate the transactions described in this Agreement.


(b)  Authorization; Binding Effect.  The execution and delivery by the Initial
Purchaser of this Agreement, the performance by the Initial Purchaser of its
obligations under this Agreement and the consummation of the transactions
described in this Agreement by the Initial Purchaser has been duly authorized
by all necessary corporate action on the part of the Initial Purchaser.  This Agreement is the legal, valid and
binding obligation of the Initial Purchaser enforceable against the Initial
Purchaser in accordance with its terms, except that such enforcement
(i) may be limited by bankruptcy, insolvency, moratorium or similar laws
affecting creditors’ rights generally and (ii) is subject to the
availability of equitable remedies, as determined in the discretion of the
court before which such a proceeding may be brought.


(c)  Contravention.  Neither the execution, delivery and
performance of this Agreement by the Initial Purchaser nor the consummation of
the transactions described in this Agreement by the Initial Purchaser will
(with or without notice or lapse of time or both) (i) violate or breach
any provision of the Initial Purchaser’s organizational or governing documents,
(ii) violate or breach any statute, law, regulation, rule or order by
which the Initial Purchaser or any of its material assets or properties may be
bound or affected, or (iii) breach or result in a default under any
material contract or agreement to which the Initial Purchaser is a party or by
which the Initial Purchaser or any of its material assets or properties may be
bound or affected.


(d)  Consents.  No approval, consent, authorization or order of, notice to or
registration or filing with, or any other action by, any governmental authority
or other person or entity are required in connection with (i) the due execution
and delivery by the Initial Purchaser of this Agreement and the performance of
the Initial Purchaser’s obligations hereunder, and (ii) the consummation
of the transactions described in this Agreement.


 


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(e)  Litigation.  There is no action, arbitration, lawsuit or proceeding against
the Initial Purchaser that involves any of the transactions described in this
Agreement and the Purchase Agreement.


(f)  The Purchased Notes and Additional Notes.  Upon delivery to the Purchasers at the
Closing of the Purchased Notes and the Additional Notes, and upon the Initial
Purchaser’s receipt of the purchase price for the Purchased Notes and the
Additional Notes as provided in Sections 2 and 3 hereof, the Purchasers will
become the sole record and legal owners of the Purchased Notes and the
Additional Notes and good and marketable title to such Purchased Notes and
Additional Notes will pass to the Purchasers, free and clear of any liens,
claims, encumbrances, security interests, charges, options and transfer
restrictions of any kind created by or through the Initial Purchaser.


(g)  Securities Laws.  The Initial Purchaser has not offered to
sell any portion of the Purchased Notes or the Additional Notes or any interest
therein in a manner which violates any applicable securities law or would
require the issuance and sale hereunder to be registered under the Securities
Act.


Section 8.  Representations and Warranties of the
Purchasers.  Each Purchaser,
severally, and not jointly and severally, with respect to itself only, hereby
represents and warrants to the Initial Purchaser as of the date of this
Agreement and as of the Closing Date as follows:


(a)  Existence and Power.  Such Purchaser (i) is a limited
partnership or limited liability company, as the case may be, duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization and (ii) has all necessary partnership or limited liability
company power and authority, as the case may be, to execute and deliver this
Agreement and to consummate the transactions described in this Agreement.


(b)  Authorization; Binding Effect.  The execution and delivery by such Purchaser
of this Agreement, the performance by such Purchaser of its obligations under
this Agreement and the consummation of the transactions described in this
Agreement by such Purchaser has been duly authorized by all necessary
partnership or limited liability company action, as the case may be, on the
part of such Purchaser.  This Agreement
is the legal, valid and binding obligation of such Purchaser enforceable
against such Purchaser in accordance with its terms, except that such
enforcement (i) may be limited by bankruptcy, insolvency, moratorium or
similar laws affecting creditors’ rights generally and (ii) is subject to the
availability of equitable remedies, as determined in the discretion of the
court before which such a proceeding may be brought.


(c)  Contravention.  Neither the execution, delivery and
performance of this Agreement by such Purchaser nor the consummation of the
transactions described in this Agreement by such Purchaser will (with or
without notice or lapse of time or both) (i) violate or breach any
provision of such Purchaser’s organizational or governing documents,
(ii) violate or breach any statute, law, regulation, rule or order by
which such Purchaser or any of its material assets or properties may be bound
or affected, or (iii) breach, or result in a default under, any material
contract or agreement to which such Purchaser is a party or by which such
Purchaser or any of its material assets or properties may be bound or affected.


 


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(d)  Consents.  No approval, consent, authorization or order of, notice to or
registration or filing with, or any other action by, any governmental authority
or other person or entity are required in connection with (i) the due
execution and delivery by such Purchaser of this Agreement and the performance
of such Purchaser’s obligations hereunder, and (ii) the consummation of
the transactions described in this Agreement.


(e)  Litigation.  There is no action, lawsuit or proceeding against such Purchaser
that involves any of the transactions described in this Agreement.


Section 9.  Miscellaneous.


(a)  Notices.  All notices, requests, demands and other communications to any
party or given under this Agreement will be in writing and delivered
personally, by overnight delivery or courier, by registered mail or by
telecopier (with confirmation received) to the parties at the address or
telecopy number specified for such parties on the signature pages hereto (or at
such other address or telecopy number as may be specified by a party in writing
given at least five business days prior thereto).  All notices, requests, demands and other communications will be
deemed delivered when actually received.


(b)  Counterparts.  This Agreement may be executed
simultaneously in one or more counterparts, and by different parties hereto in
separate counterparts, each of which when executed will be deemed an original,
but all of which taken together will constitute one and the same instrument.


(c)  Amendment of Agreement.  This Agreement may not be amended, modified
or waived except by an instrument in writing signed on behalf of each of the
parties hereto.


(d)  Successors and Assigns; Assignability.  This Agreement will be binding upon and
inures to the benefit of and is enforceable by the respective successors and
permitted assigns of the parties hereto. 
This Agreement may not be assigned by any party hereto without the prior
written consent of all other parties hereto. 
Any assignment or attempted assignment in contravention of this Section
will be void ab  initio and will not relieve the assigning party
of any obligation under this Agreement.


(e)  Governing Law.  This Agreement will be governed by, and
construed in accordance with, the laws of the state of New York applicable to
contracts executed in and to be performed entirely within that state, without
reference to conflicts of laws provisions.


(f)  Integration.  This Agreement contains and constitutes the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior negotiations, agreements and understandings, whether
written or oral, of the parties hereto.


(g)  Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
will nevertheless remain in full force and effect.


 


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(h)  No Third-Party Rights.  This Agreement is not intended, and will not
be construed, to create any rights in any parties other than the Initial
Purchaser and the Purchasers and no person or entity may assert any rights as
third-party beneficiary hereunder.


(i)  Waiver of Jury Trial.  EACH OF THE INITIAL PURCHASER AND
THE PURCHASERS HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT,
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN
CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY LAWSUIT, ACTION OR
PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


(j)  No Waiver; Remedies.  No failure or delay by any party in
exercising any right, power or privilege under this Agreement will operate as a
waiver of the right, power or privilege. 
A single or partial exercise of any right, power or privilege will not
preclude any other or further exercise of the right, power or privilege or the
exercise of any other right, power or privilege.  The rights and remedies provided in this Agreement will be
cumulative and not exclusive of any rights or remedies provided by law.


(k)  Several Obligations.  Notwithstanding anything contained in this
Agreement to the contrary, the parties agree that all obligations and
liabilities of any Purchaser under this Agreement are enforceable solely
against such Purchaser and the obligations and liabilities of the Purchasers
under this Agreement are several and not joint and several and each Purchaser
is only liable for such Purchaser’s Percentage of any liability or obligation
under this Agreement.


(l)  Further Assurances.  Promptly upon the reasonable request by any
Purchaser, the Initial Purchaser shall (i) correct any defect or error
that may be discovered in this Agreement or in the execution or delivery of
this Agreement, (ii) execute, acknowledge, deliver, record, file and
register, any and all such further acts, conveyances, assignments, notices of
assignment, transfers, certificates, assurances, endorsements and other
instruments, and (iii) take all such action, in each case, as such
requesting party may require from time to time.


 


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In witness whereof, the
parries have executed and delivered this Agreement as of the date first written
above.


INITIAL PURCHASER:


	
   

  	
   

  	
  JEFFERIES & COMPANY, INC.

  
	
  Address for Notices:

  	
   

  	
   

  	
   

  
	
  51 JFK Parkway, 3rd Floor

  	
   

  	
   

  	
   

  
	
  Short Hills, New Jersey  07078

  	
   

  	
   

  	
   

  
	
  Attention: Eric R. Macy

  	
   

  	
  By:

  	
          ___/s/ ERIC R. MACY

  
	
  Facsimile No.: 973-912-2790

  	
   

  	
   

  	
          Name:     Eric R. Macy

  
	
   

  	
   

  	
   

  	
          Title:       Executive
  Vice President

  
					



 


	
   

  	
  with a copy to:

  	
   

  	
   

  
	
   

  	
  Mayer, Brown, Rowe & Maw

  	
   

  	
   

  
	
   

  	
  1675 Broadway

  	
   

  	
   

  
	
   

  	
  New York, New York  10019

  	
   

  	
   

  
	
   

  	
  Attention: Ronald S. Brody, Esq.

  	
   

  	
   

  
	
   

  	
  Facsimile No.: 212-262-1910

  	
   

  	
   

  



 


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PURCHASERS:


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FARALLON CAPITAL PARTNERS, L.P.

  
	
  Address for Notices:

  	
   

  	
  FARALLON CAPITAL INSTITUTIONAL 

  
	
  c/o Farallon Capital Management, L.L.C.

  	
   

  	
          PARTNERS,
  L.P.

  
	
  One Maritime Plaza, Suite 1325

  	
   

  	
  FARALLON CAPITAL INSTITUTIONAL 

  
	
  San Francisco, California 
  94111

  	
   

  	
          PARTNERS
  II, L.P.

  
	
  Attention: Derek Schrier

  	
   

  	
  FARALLON CAPITAL INSTITUTIONAL 

  
	
  Facsimile No.: 415-421-2133

  	
   

  	
          PARTNERS
  III, L.P.

  
	
   

  	
   

  	
  TINICUM PARTNERS, L.P.

  



 


	
  with
  a copy to:

  	
   

  	
   

  	 

	
  Richards
  Spears Kibbe & Orbe LLP

  	
   

  	
  By: Farallon Partners, L.L.C.,

  	 

	
  One
  World Financial Center

  	
   

  	
                        their
  General Partner

  	 

	
  29th
  Floor

  	
   

  	
   

  	 

	
  New
  York, New York  10281

  	
   

  	
   

  	 

	
  Attention:
  Andrew M. Weinfeld

  	
   

  	
   

  	 

	
  Facsimile
  No.: 212-530-1801

  	
   

  	
  By:___/s/ WILLIAM
  F. MELLIN                                     

  	 

	
   

  	
   

  	
          Name:     William F.
  Mellin

  	 

	
   

  	
   

  	
          Title:       Managing
  Member

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  FARALLON CAPITAL OFFSHORE 

  	 

	
  Address for Notices:

  	
   

  	
          INVESTORS,
  INC.

  	 

	
  c/o Farallon Capital Management, L.L.C.

  	
   

  	
   

  	 

	
  One Maritime Plaza, Suite 1325

  	
   

  	
  By. 
  Farallon Capital Management, L.L.C.,

  	 

	
  San Francisco, California 
  94111

  	
   

  	
                          its
  Agent and Attorney-in-Fact

  	 

	
  Attention:  Derek Schrier

  	
   

  	
   

  	 

	
  Facsimile No.:  415-421-2133

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  By:___/s/ WILLIAM
  F. MELLIN                                     

  
	
  Richards
  Spears Kibbe & Orbe LLP

  	
   

  	
          Name:     William F.
  Mellin

  
	
  One
  World Financial Center

  	
   

  	
          Title:       Managing
  Member

  
	
  29th
  Floor

  	
   

  	
   

  
	
  New
  York, New York 10281

  	
   

  	
   

  
	
  Attention:
  Andrew M. Weinfeld

  	
   

  	
   

  
	
  Facsimile
  No.: 212-530-1801.

  	
   

  	
   

  
								



 


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