Exhibit 10.45


 


[EXECUTION COPY]


 


 




 





 


NEW WORLD RESTAURANT GROUP, INC.


 


 


STANDSTILL AGREEMENT


 


 


 


June 17, 2003




 





 

















 


Table of Contents


 


	
  1.

  	
  STANDSTILL; WARRANT ISSUANCE.

  
	
   

  
	
  2.

  	
  REPRESENTATIONS AND WARRANTIES BY THE
  COMPANY.

  
	
   

  	
  2.1

  	
  Organization and Authority of the Company.

  
	
   

  	
  2.2

  	
  Authority of the Company.

  
	
   

  	
  2.3

  	
  No Conflicts; Consents of Third Parties.

  
	
   

  	
  2.4

  	
  Capitalization.

  
	
   

  	
  2.5

  	
  No Other Defaults.

  
	
   

  	
  2.6

  	
  Issuance of Additional Warrants.

  
	
   

  	
  2.7

  	
  Exercise of Warrants.

  
	
   

  	
  2.8

  	
  Reservation of Common Stock.

  
	
   

  
	
  3.

  	
  REPRESENTATIONS AND WARRANTIES BY THE IRN
  HOLDERS.

  
	
   

  	
  3.1

  	
  Organization and Authority of Such IRN
  Holder.

  
	
   

  	
  3.2

  	
  Authority of Such IRN Holder.

  
	
   

  	
  3.3

  	
  No Conflicts; Consents of Third Parties.

  
	
   

  	
  3.4

  	
  Ownership.

  
	
   

  
	
  4.

  	
  FURTHER AGREEMENTS OF THE PARTIES.

  
	
   

  	
  4.1

  	
  Transfer of Existing Notes.

  
	
   

  	
  4.2

  	
  Limited Release.

  
	
   

  	
  4.3

  	
  Accrued Interest; Interest Rate; Principal
  Amount.

  
	
   

  	
  4.4

  	
  Interest Through July 15, 2003.

  
	
   

  	
  4.5

  	
  Certain Matters Relating to the Warrants.

  
	
   

  	
  4.6

  	
  Fees and Expenses.

  
	
   

  	
  4.7

  	
  Further Assurances.

  
	
   

  	
  4.8

  	
  Indenture in Full Force and Effect; No
  Waiver.

  
	
   

  	
  4.9

  	
  Issuance of Warrants.

  
	
   

  	
  4.10

  	
  Other
  Holders.

  
	
   

  	
  4.11

  	
  Other Transactions.

  
	
   

  
	
  5.

  	
  CONDITIONS.

  
	
   

  
	
  6.

  	
  MISCELLANEOUS.

  
	
   

  	
  6.1

  	
  Entire Agreement.

  
	
   

  	
  6.2

  	
  Headings.

  
	
   

  	
  6.3

  	
  Governing
  Law.

  
	
   

  	
  6.4

  	
  Separability.

  



 

















 


	
   

  	
  6.5

  	
  Waiver.

  
	
   

  	
  6.6

  	
  Assignment.

  
	
   

  	
  6.7

  	
  Jurisdiction.

  
	
   

  	
  6.8

  	
  No Third Party Beneficiaries

  
	
   

  	
  6.9

  	
  Counterparts.

  



 

















 


STANDSTILL AGREEMENT


 


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”).


 


RECITALS


 


A.    The Company called its senior secured increasing rate notes due
2003 (the “Existing Notes”) for redemption on June 10, 2003.  The Company has not redeemed the Existing
Notes, and as a result the Company is in payment default of the Notes and the
Indenture dated as of June 19, 2001, as supplemented (the “Indenture”),
by and among the Company, the subsidiary guarantors named therein (the “Subsidiary
Guarantors”) and The Bank of New York (as successor in interest to the
corporate trust business of United States Trust Company of New York), as
trustee (the “Trustee”), pursuant to which the Existing Notes were
issued.


 


B.    Each of the IRN Holders holds Existing Notes having an aggregate
principal amount set forth opposite such IRN Holder’s name on Schedule 3.4
hereof.


 


C.    The Company is seeking to refinance its Existing Notes and, in
connection therewith, is engaged in negotiations with respect to (i) an
offering pursuant to Rule 144A promulgated under the Securities Act of 1933, as
amended, of $160.0 million of senior secured notes due 2008 and (ii) a new
senior revolving credit facility secured by substantially all of the assets of
the Company and its subsidiaries, other than certain inactive subsidiaries (the
“Refinancing”).


 


D.    The Company does not want any of the IRN Holders to take any
action to enforce any of its rights and remedies in respect of the Existing
Notes against the Company, either directly or indirectly by so instructing the
Trustee, for a specified period of time so that the Company can continue its
efforts to complete the Refinancing, and the IRN Holders are willing not to
take any such action against the Company for a specified period of time in
respect of the Violations (as defined below) in exchange for the issuance to
such IRN Holders of Additional Warrants (as defined below) and additional
interest pursuant to Section 4.4 hereof.


 

















 


AGREEMENT


 


In consideration of the
premises 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:


1.  Standstill; Warrant
Issuance.


 


(a)   Standstill.  Subject
to the terms and conditions of this Agreement, notwithstanding any provision of
the Existing Notes, the Indenture or the Collateral Agreements (as defined in
the Indenture), each of the IRN Holders hereby agrees during the Standstill Period,
not to exercise any of the their rights or remedies under the Existing Notes or
the Indenture with respect to the Violations; provided, however,
that nothing in this Agreement shall be deemed to be a waiver of any rights or
remedies relating to any breach, default, event of default, Default (as defined
in the Indenture) or Event of Default (as defined in the Indenture) under the
Indenture, the Existing Notes or any of the Collateral Agreements or under any
other agreement or document, other than the Violations.  For the avoidance of doubt, the failure to
pay interest on the Existing Notes on July 15, 2003 will be a Default and Event
of Default.


 


(b)   Definitions.  For
purposes of this Agreement, the following terms have the following meanings:


 


(i)    “Standstill Period” means the period
from the date of this Agreement, through the earliest to occur of (A) July 15,
2003, (B) immediately prior to the date on which a Proceeding (as defined
below) with respect to the Company or any of its subsidiaries is commenced,
other than by an IRN Holder in violation of this Agreement, (C) the date on
which any Default or Event of Default, other than the Violations, shall occur,
and (D) the date on which the Company or any of its subsidiaries breaches any
provision of this Agreement, the Warrant Agreement (as defined below), the
warrants issued under the Warrant Agreement prior to the date of this Agreement
(the “Existing Warrants”, and together with the Additional Warrants, the
“Warrants”) or the Additional Warrants.


 


(ii)   “Proceeding” means any voluntary or
involuntary insolvency, bankruptcy, receivership, custodianship, liquidation,
dissolution, reorganization, assignment for the benefit of creditors,
appointment of a custodian, receiver, trustee or other officer with similar
powers or any other proceeding for the liquidation, dissolution or other
winding up of a person.


 


(iii)  “Violations” means each of the
following, to the extent they have occurred prior to the date of this
Agreement, (A) the Defaults and Events of Default under the Indenture set forth
on Schedule 1(b) hereof (the “Schedule of Defaults”), (B) the
Company’s failure to pay interest on the Existing Notes on June 15, 2003, and
(C) the breaches, defaults, events of default, Defaults and Events of Default
under the Indenture, the Existing Notes, any Collateral Agreements, the Warrant
Agreement, the Warrants or under any agreement or document of the Company
relating to indebtedness of the Company or any of its subsidiaries resulting
from or triggered by, any of the matters or items referred to in clauses (A) or
(B) above.


 


2

















 


(c)   Warrant Issuance. 
In consideration of the agreements by the IRN Holders in this Agreement,
simultaneously with the execution of this Agreement, the Company shall issue to
each IRN Holder additional warrants under the Warrant Agreement (the “Additional
Warrants”) to purchase an aggregate number of shares of Common Stock equal
to the product of (i) 11,309,994, multiplied by (ii) such IRN Holders’ Warrant
Percentage (as defined below).  The
Company and the IRN Holders agree that each IRN Holder shall receive Additional
Warrants under this Section 1(c) to purchase an aggregate number of shares of
Common Stock as set forth opposite such IRN Holder’s name on Schedule 1(c)
hereof.


 


For purposes of this Agreement


 


(i)    “Required Percentage” means as of any
date, the sum of (A) 31%, plus (B) such additional percentage of Common Stock,
if any, required to be issued pursuant to Section 4.28(c) of the Indenture as
of such date.  For the avoidance of
doubt, the Required Percentage as of the date of this Agreement is 31%.


 


(ii)   “Fully-Diluted Shares of Common Stock”
means, as of the time of determination, all issued and outstanding shares of
Common Stock and all shares of Common Stock issuable upon conversion or
exercise of any rights, options, warrants or other securities convertible into
or exercisable for shares of Common Stock, including, without limitation,
convertible preferred stock of the Company, if any, and the Warrants, in each
case, taking into account all anti-dilution provisions of such rights, options,
warrants and securities.


 


(iii)  “Warrant Percentage” for an IRN Holder
is the percentage obtained by dividing (A) the aggregate principal amount of
Existing Notes held by such IRN Holder, by (B) the aggregate principal amount
of all outstanding Existing Notes (not including any Existing Notes held by the
Company or its subsidiaries, if any).


 


2.     Representations and
Warranties by the Company.  The Company represents and warrants to the
IRN Holders as follows:


 


2.1   Organization
and Authority of the Company.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the full power, right and authority to enter into and perform this
Agreement in accordance with its terms and to own, lease and operate its
properties as it now does and to carry on its business as it is presently being
conducted.


 


2.2   Authority
of the Company.  The Company has
all necessary corporate power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement and to consummate
the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by the Company and
the consummation by the Company of the transactions contemplated by this
Agreement have been duly and validly authorized by all necessary corporate
action on the part of the Company, and no other corporate proceedings on the
part of the Company are necessary to authorize this Agreement or to consummate
the transactions contemplated by this Agreement.  This Agreement has been duly and validly 


 


3

















 


executed and delivered by the Company and,
assuming the due authorization, execution and delivery of this Agreement by
each of the other parties to this Agreement, constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforceability may be limited by (i)
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general application affecting the enforcement of
creditors’ rights generally now or hereafter in effect and (ii) general
principles of equity, regardless of whether asserted in a proceeding in equity
or at law.


 


2.3   No
Conflicts; Consents of Third Parties.


 


(a)   The execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated by this Agreement
will not (i) conflict with the certificate of incorporation or by-laws of the
Company; (ii) conflict with, or result in the breach or termination of, or
constitute a default under any material lease, agreement, commitment or other
instrument, or any material order, judgment or decree, to which the Company is
a party or by which the Company, any of its subsidiaries or any of their
respective assets or properties is bound or affected; (iii) constitute a breach
or violation of any law, regulation, order, writ, judgment, injunction or
decree applicable to the Company, any of its subsidiaries or any of their
respective assets or properties; or (iv) result in the creation of any claim,
lien, security interest, charge or encumbrance upon any of the capital stock of
the Company or upon any assets of the Company or any of its subsidiaries.


 


(b)   The execution and delivery of this Agreement
by the Company does not, and the performance of this Agreement by the Company
and the consummation by the Company of the transactions contemplated by this
Agreement will not, require any consent, approval, authorization of, or
declaration or filing with any governmental body, court or other person or
entity.


 


2.4   Capitalization.


 


(a)   The authorized capital stock of the Company
consists of 150,000,000 shares of Common Stock and 2,000,000 shares of
preferred stock, par value $0.001 per share. 
As of June 15, 2003, (i) 51,016,857 shares of Common Stock were issued
and outstanding, (ii) no shares of Common Stock were held in the treasury of
the Company, (iii) 94,349.053 shares of Series F Preferred Stock were issued
and outstanding (including 16,093.883 shares representing accrued and unpaid
dividends due on outstanding shares of Series F Preferred Stock), (iv) no
shares of Series F Preferred Stock were held in the treasury of the Company,
(v) 25,000 shares of Series D Preferred Stock of the Company, par value $0.001
per share, were designated, (vi) no shares of Series D Preferred Stock were
issued and outstanding, (vii) 500,000 shares of Series C Convertible Preferred
Stock of the Company, par value $0.001 per share, were designated, (viii) no
shares of Series C Convertible Preferred Stock were issued and outstanding,
(ix) 225 shares of Series B Convertible Preferred Stock of the Company, par
value $0.001 per share, were designated, (x) no shares of Series B Convertible
Preferred Stock were issued and outstanding, (xi) 400 shares of Series A
Convertible Preferred Stock of the Company, par value $0.001 per share, were
designated, (xii) no shares of Series A Convertible Preferred Stock were issued
and outstanding, (xiii) 5,266,442 shares of Common Stock were reserved for
issuance pursuant to 


 


4

















 


outstanding options, and (xiv) 58,133,784
shares of Common Stock were reserved for issuance pursuant to outstanding
warrants.  All of the issued and
outstanding shares of capital stock of the Company are duly authorized, validly
issued, fully paid and non-assessable.


 


(b)   Schedule 2.4(b) sets forth a true and
complete list of each current or former employee, officer, director or
consultant of the Company or any of its subsidiaries who holds an option (“Options”)
to purchase Common Stock as of June 15, 2003, together with the number of
shares of Common Stock subject to such option, the date of grant of such
Option, the exercise price of such Option, the expiration date of such Option,
the vesting schedule for such Option.


 


(c)   Schedule 2.4(c) sets forth a true and
complete list of all warrants, rights and other securities convertible into or
exchangeable or exercisable for, Common Stock (other than Options) as of June
15, 2003, together with the number of shares of Common Stock subject to such
warrant, right or security, the date of grant of such warrant, right or
security, the exercise or conversion price of such warrant, right or security
and the expiration date of such warrant, right or security.


 


(d)   Except as set forth on Schedule 2.4(b),
2.4(c) or 2.4(d) and as contemplated by this Agreement, there are
no securities, Options, warrants, calls, rights, commitments, agreements,
arrangements or preemptive rights relating to the issued or unissued capital
stock of the Company or any of its subsidiaries or obligating the Company or
any of its subsidiaries to issue, transfer, deliver or sell, or cause to be
issued, transferred, delivered or sold, any shares of capital stock of, or any
securities directly or indirectly convertible into or exercisable or
exchangeable for any shares of capital stock of, the Company or any of its
subsidiaries.


 


(e)   No holder of any securities of the Company is
entitled to any anti-dilution or similar protections or rights, except with
respect to the securities set forth on Schedule 2.4(e).


 


(f)    The sum of (i) the 11,309,994 shares of
Common Stock that may be purchased pursuant to the Additional Warrants issued
pursuant to Section 1(c), plus (ii) all of the shares of Common Stock that may
be purchased pursuant to all of the Existing Warrants, represents 31% of the
Fully-Diluted Shares of Common Stock of the Company as of the date of this
Agreement.


 


2.5   No Other
Defaults.  Except for the
Violations, the Company is not in breach of or default under, and no Default,
event of default or Event of Default exists under, the Indenture, the Existing
Notes, the Collateral Agreements, the Warrant Agreement, the Warrants or any
other agreement or document of the Company relating to indebtedness of the
Company or any of its subsidiaries.


 


2.6   Issuance
of Additional Warrants.  The
Additional Warrants issued to the IRN Holders pursuant to this Agreement will
have the terms and provisions set forth in the Warrant Agreement.  Upon delivery to the IRN Holders of the
warrant certificates representing the Additional Warrants for the issuance,
sale, transfer, assignment, conveyance and delivery to the IRN Holders
hereunder, the IRN Holders will become the sole record owners of such
Additional Warrants and good and marketable title to such Additional Warrants
will pass to the IRN Holders, free and clear of any liens, claims,
encumbrances, security interests, taxes, options, 


 


5

















 


charges and transfer restrictions of any
kind, except for those created by the Warrant Agreement and applicable
securities laws.


 


2.7   Exercise of
Warrants.  Upon the exercise of
the Warrants in accordance with their terms, the person or entity exercising
such Warrants will become the sole record owner of the shares of Common Stock
issuable upon such exercise and good and marketable title to such shares of
Common Stock will pass to the person or entity exercising such Warrant, free
and clear of any liens, claims, encumbrances, security interests, taxes,
options, charges and transfer restrictions of any kind, except for those
created by applicable securities laws, and such shares of Common Stock will be
duly authorized, validly issued, fully paid and nonassessable.


 


2.8   Reservation
of Common Stock.  The Company
has a sufficient number of authorized but unissued shares of Common Stock, free
from preemptive rights, so that the Company will at all times have a sufficient
number of authorized but unissued shares of Common Stock to issue upon the
exercise in full of all of the Existing Warrants and the Additional Warrants to
be issued under Section 1(c) of this Agreement.


 


3.     Representations and
Warranties by the IRN Holders.  Each of the IRN Holders severally and not
jointly, with respect to itself only, represents and warrants to the Company as
follows:


 


3.1   Organization
and Authority of Such IRN Holder. 
Such IRN Holder is duly organized, validly existing and in good standing
under the laws of its jurisdiction of formation.  Such IRN Holder has the full power, right and authority to enter
into and perform this Agreement in accordance with its terms.


 


3.2   Authority
of Such IRN Holder.  Such IRN
Holder has all necessary power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement and to consummate
the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by such IRN Holder
and the consummation by such IRN Holder of the transactions contemplated by
this Agreement have been duly and validly authorized by all necessary action on
the part of such IRN Holder, and no other proceedings on the part thereof are
necessary to authorize this Agreement or to consummate the transactions
contemplated by this Agreement.  This
Agreement has been duly and validly executed and delivered by such IRN Holder
and, assuming the due authorization, execution and delivery of this Agreement
by the Company, constitutes a legal, valid and binding obligation of such IRN
Holder, enforceable against such IRN Holder in accordance with its terms,
except as enforceability may be limited by (i) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of
general application affecting the enforcement of creditors’ rights generally
now or hereafter in effect and (ii) general principles of equity, regardless of
whether asserted in a proceeding in equity or at law.


 


3.3   No
Conflicts; Consents of Third Parties.


 


(a)   The execution, delivery and performance of
this Agreement by such IRN Holder and the consummation of the transactions contemplated
by this Agreement will not (i) conflict with the constitutive agreements of
such IRN Holder; (ii) conflict with, or result in the breach or 


 


6

















 


termination of, or constitute a default under
any material lease, agreement, commitment or other instrument, or any material
order, judgment or decree, to which such IRN Holder, is a party or by which it
is bound; or (iii) constitute a violation by such IRN Holder of any law,
regulation, order, writ, judgment, injunction or decree applicable to it.


(b)   The execution and delivery of this Agreement
by such IRN Holder does not, and the performance of this Agreement by such IRN
Holder and the consummation by such IRN Holder of the transactions contemplated
by this Agreement will not, require any consent, approval, authorization of, or
declaration or filing with any governmental body, court or other person or
entity.


 


3.4   Ownership.  Such IRN Holder owns Existing Notes with the
aggregate principal amount set forth opposite its name on Schedule 3.4.


 


4.     Further
Agreements of the Parties.


 


4.1   Transfer
of Existing Notes.  During the
Standstill Period, none of the IRN Holders shall sell, transfer, assign, pledge
or otherwise dispose of its Existing Notes, unless the transferee agrees, in
writing, to be bound by the terms of this Agreement.


 


4.2   Limited Release.


 


(a)   So long as (i) the Company issues Additional
Warrants to the IRN Holders as required by Section 4.5, and (ii) the Company
does not breach this Agreement, each IRN Holder fully and unconditionally
releases and discharges the Company and its subsidiaries from all claims or
causes of action, whether known or unknown, which it ever had or now has
relating to the number of warrants to purchase Common Stock to be issued to it
pursuant to the terms of the Warrant Agreement, dated as of June 19, 2001, as
amended between the Company and The Bank of New York (as successor in interest
to the corporate trust business of United States Trust Company of New York), as
warrant agent (the “Warrant Agreement”), or any agreement or other
document executed in connection therewith.


 


(b)   With respect to each IRN Holder, so long as
such IRN Holder does not breach this Agreement, the Company fully and
unconditionally releases and discharges such IRN Holder from all claims or
causes of action, whether known or unknown, which it ever had or now has
relating to the number of Warrants to purchase Common Stock to be issued to it
pursuant to the terms of the Warrant Agreement, or any agreement or other
document executed in connection therewith.


 


4.3   Accrued
Interest; Interest Rate; Principal Amount.


 


(a)   The Company and each of the IRN Holders
hereby acknowledges and agrees that the aggregate amount of accrued and unpaid
interest and Additional Interest (as defined in the Indenture) payable on the
Existing Notes as of (a) June 15, 2003 will be an amount equal to $6,650,000.00
(the “June 15 Amount”), and (b) July 15, 2003, will be an amount equal
to (i) $2,216,666.67, plus (ii) the June 15 Amount (if the June 15 Amount is
unpaid), plus (iii) interest 


 


7

















 


on the June 15 Amount (if the June 15 Amount
is unpaid), from June 15, 2003 to July 15, 2003 in the amount of $105,291.67.


 


(b)   In addition, the Company and each of the IRN
Holders hereby acknowledges and agrees that as required by the Registration
Rights Agreement (the “Registration Rights Agreement”), dated June 19,
2001 between the Company and Jefferies & Company, Inc., the annual interest
rate on the Existing Notes for all purposes of the Indenture and the Existing
Notes is 18%, plus 1% (as required by Section 4(a) of the Registration Rights
Agreement) for an aggregate interest rate of 19% per annum.


 


(c)   The Company and each of the IRN Holders
hereby acknowledges and agrees that (i) the aggregate principal amount that is
due and owing on the Existing Notes as of the date of this Agreement is $140,000,000
(such amount being the “Outstanding Principal Amount”), and (ii) that
the Outstanding Principal Amount is due and owing by the Company as of the date
of this Agreement, without set-off, counterclaim, defenses or other deduction
of any kind.


 


4.4   Interest
Through July 15, 2003. 
The Company hereby covenants and agrees that notwithstanding any provision
of this Agreement, the Indenture or the Existing Notes to the contrary, in the
event that the Company shall pay the redemption price in full for the Existing
Notes or otherwise redeem or repay the Existing Notes prior to July 15, 2003,
in addition to the amounts required to be paid by the Company pursuant to the
Indenture and the Existing Notes, the Company shall be required to pay to the
IRN Holders an additional amount in cash equal to the amount of interest that
would have accrued on the Existing Notes from the actual date of redemption or
repayment, through July 15, 2003.


 


4.5   Certain
Matters Relating to the Warrants.


 


(a)   (i) 
Subject to the provisions of Section 4.5(a)(ii) below, the Company
hereby covenants and agrees that in the event that on any date during the
period from the date of this Agreement through June 15, 2006, a Warrant
Shortfall (as defined below) shall occur, the Company shall from time to time
issue to each IRN Holder Additional Warrants to purchase an aggregate number of
shares of Common Stock equal to the product of (A) the Per Dollar of Existing
Note Amount (as defined below), multiplied by (B) the aggregate principal
amount of Existing Notes held by such IRN Holder as of such date.


 


For purposes of this Agreement:


 


(A)  “Warrant Shortfall” means as of any
date, that (x) the Required Share Number (as defined below) as of such date, is
greater than (y) the Aggregate Warrant Share Number (as defined below) as of
such date.


 


(B)   “Required Share Number” means as of
any date, the Required Percentage as of such date of the Fully-Diluted Shares
of Common Stock of the Company as of such date.


 


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(C)   “Aggregate Warrant Share Number” means
as of any date, the aggregate number of shares of Common Stock that may be
purchased pursuant to all Warrants that have ever been issued under the Warrant
Agreement (for purposes of this calculation, including all Warrants that have
been exercised or transferred and whether or not such Warrants are then held by
any IRN Holder).


 


(D)  “Shortfall Amount” means a number of
shares of Common Stock equal to (x) the Required Share Number as of such date,
minus (y) the Aggregate Warrant Share Number as of such date.


 


(E)   “Per Dollar of Existing Note Amount”
means as of any date, (x) the Shortfall Amount, divided by (y) 140,000,000.


 


(ii)   Notwithstanding the provisions of Section 4.5(a)(i) above, so long
as the Company shall have actually issued all of the Warrants the Company is
required to issue under the Indenture, the Warrant Agreement and this Agreement
as of the date of a Qualified Recapitalization (as defined below), then from
and after the date on which a Qualified Recapitalization shall occur, the
Company shall no longer be required to issue any further Additional Warrants to
the IRN Holders hereunder; provided, however, that
notwithstanding the occurrence of a Qualified Recapitalization, the Company
shall be required to issue and deliver all Warrants to the Warrant Agent (as
defined in the Warrant Agreement) in the manner required by the Warrant
Agreement that the Company was required to issue and deliver on or prior to the
date of the Qualified Recapitalization under the Indenture, the Warrant
Agreement or this Agreement.  The
Company will use its best efforts to cause the Warrant Agent to transfer the
Additional Warrants to DTC, to cause DTC to transfer the Additional Warrants to
its participants and to otherwise assist the IRN Holders in receiving the
Additional Warrants from the Warrant Agent and DTC.


 


For purposes of this Agreement,
a “Qualified Recapitalization” means a debt refinancing and a
recapitalization of the equity capital of the Company consummated on or prior
to the “drop-dead” or termination date specified for such transaction in the
definitive documentation for such refinancing and recapitalization on
substantially the following terms (or on such other terms as IRN Holders
holding a majority in principal amount of the Existing Notes held by the IRN
Holders may otherwise agree in their sole discretion):


 


(i)    the Company will issue $160 million
aggregate principal amount of 13%, 5 year debt, with no equity component;


 


(ii)   the Company will enter into a $15 million
revolving credit facility on terms and conditions no less favorable to the
Company than the terms and conditions set forth on Schedule 4.5(a);


 


(iii)  certain holders of the Series F Preferred
Stock of the Company will convert all of their shares of Series F Preferred
Stock of the Company, and all of their Common Stock and warrants to purchase
Common Stock into shares of a newly-issued non-interest 


 


9

















 


bearing preferred security of
the Company, having an aggregate face amount of $57 million which is redeemable
by the Company in 5-1/2 years or later;


 


(iv)  the obligations of the Company and New World
EnbcDeb Corp. under the Note Purchase and Security Agreement dated June 19,
2001, as amended, by and among the Company, New World EnbcDeb Corp. and
Jefferies & Company, Inc. and the secured increasing rate notes of New
World EnbcDeb Corp. (approximately $4.5 million) will be converted into
approximately 5% of the Common Stock;


 


(v)   all remaining holders of Series F Preferred
Stock of the Company will convert all of the remaining shares of Series F Preferred
Stock of the Company (approximately $57 million) into approximately 82% of the
Common Stock; and


 


(vi)  all other Common Stock, options, rights,
warrants (including the Warrants) and equity securities of the Company will
represent approximately 13% of the Common Stock.  Immediately following the Qualified Recapitalization, the holders
of the Warrants will hold an aggregate number of shares of Common Stock and/or
Warrants to purchase shares of Common Stock equal to the product of (A) the
Required Percentage, multiplied by (B) 13%.


 


(b)   The Company and each of the IRN Holders agrees that nothing in
this Agreement shall be deemed to be a waiver, release, modification  or discharge of the Company’s obligations
under Section 4.28(c) of the Indenture and that notwithstanding any provision
of this Agreement, the Indenture, the Warrant Agreement or the Warrants to the
contrary, for so long as one or more Existing Notes remain outstanding, the
Company shall be required to issue additional Warrants to the IRN Holders as
provided in such Section 4.28(c) of the Indenture.


 


(c)   The Company shall reserve and keep available out of its authorized
but unissued shares of Common Stock for issuance upon the exercise in full of
all of the Warrants, free from preemptive rights, such number of shares of
Common Stock for which the Warrants may be from time to time be exercisable; provided,
however, that in the event that the Company shall not have a sufficient
number of authorized and unissued shares of Common Stock reserved for issuance
upon the exercise in full of the Warrants, the Company shall use its best
efforts to promptly obtain the approval of its board of directors and
shareholders (and any other required person or entity) to increase the amount
of authorized shares of Common Stock of the Company such that the Company has a
sufficient number of authorized but unissued shares of Common Stock for
issuance upon the exercise in full of all of the Warrants, free from preemptive
rights.


 


(d)   The Company will not, by amendment of its charter documents, or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale or transfer of assets or any other voluntary or involuntary
action, (i) avoid or seek to avoid the observance or performance of any of the
terms of the Warrants or this Agreement to be observed or performed by the
Company, (ii) materially and adversely affect the rights of the IRN Holders in
respect of the Warrants, or (iii) directly or indirectly, create or otherwise
cause or suffer to exist or become effective, any restriction or encumbrance on
the ability of the Company to perform and comply with its obligations under the
Warrants.  The Company will at all times
in good faith assist in the 


 


10

















 


carrying out of all of the terms and
provisions of the Warrants and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the IRN Holders
under the Warrants.


 


(e)   If and so long as any Common Stock issuable upon the exercise of
the Warrants is listed on any national securities exchange, the Company will,
if permitted by the rules of such exchange, list and keep listed on such
exchange, upon official notice of issuance, all shares of Common Stock issuable
upon exercise of the Warrants.


 


4.6   Fees and Expenses.  The Company shall be responsible for and
reimburse the IRN Holders for all of the fees and expenses, in an aggregate
amount not in excess of $50,000, incurred by the IRN Holders, including, without
limitation, the fees and expenses of counsel to the holders of a majority of
the principal amount of the Existing Notes, accountants and other advisors, in
connection with the negotiation, drafting and preparation of this Agreement and
the performance of their obligations hereunder, and in connection with any and
all financing alternatives and similar transactions that have been proposed to
the Company.


 


4.7   Further Assurances.  At any time and from time to time after the
date of this Agreement, each of the parties shall, without further
consideration, execute and deliver or cause to be executed and delivered to the
other parties such additional instruments, and shall take such other action as
the other parties may reasonably request to carry out the transactions
contemplated by this Agreement.


 


4.8   Indenture in Full
Force and Effect; No Waiver. 
Notwithstanding any other provision of this Agreement, each party
acknowledges and agrees that the Indenture remains in full force and effect,
without waiver or modification, and shall remain in full force and effect.  No provision hereof shall preclude any of
the IRN Holders from exercising any and all rights and/or remedies available to
it under the Existing Notes, the Indenture, the Warrant Agreement, the Warrants
or otherwise from and after the time immediately preceding the commencement of
a Proceeding with respect to the Company or any of its subsidiaries by the
Company, any holder of Existing Notes other than an IRN Holder in violation of
this Agreement or any other person or entity.


 


4.9   Issuance of Warrants.  The Company shall not redeem, retire or
repay any of the Existing Notes unless and until the Company shall have
actually issued to the Warrant Agent in the manner required by the Warrant
Agreement all of the Warrants that the Company was or is required to issue and
deliver under the Indenture, the Warrant Agreement or this Agreement through
the date of such redemption, retirement or repurchase of the Existing
Notes.  The Company will use its best
efforts to cause the Warrant Agent to transfer the Warrants to DTC, to cause
DTC to transfer the Warrants to its participants and to otherwise assist the
IRN Holders in receiving the Warrants from the Warrant Agent and DTC.


 


4.10  Other Holders.  The Company shall promptly hereafter offer
to execute this Agreement with all of the holders of the Company’s Existing
Notes.


 


11

















 


4.11 Other Transactions.  In the event that the Company shall enter
into any transaction with any holder of Existing Notes (each, a “Holder”)
which transaction contains a term or terms that are more favorable to the
Holder than the terms of this Agreement, the Warrant Agreement or the Warrants,
then each IRN Holder shall have the option (at such IRN Holder’s election) to
have such more favorable term or terms apply to, and be incorporated into, the
terms of this Agreement, the Warrants Agreement and the Warrants.  The Company shall give the IRN Holders written
notice stating all of the terms and conditions of all transactions between the
Company and a Holder or Holders in writing at least two business days before
entering into or consummating any such transaction.


 


5.     Conditions.  The provisions of Section 1(a) and 4.2 of
this Agreement shall not be effective unless and until the following conditions
shall be satisfied:


 


(a)   Representations and Warranties;
Performance of Agreements.  All of
the representations and warranties of the Company in this Agreement shall be
true and correct in all respects and the Company shall have performed and
complied with all of its covenants and other obligations contained in this
Agreement


 


(b)   Additional Warrants.  The Company shall have issued and delivered
to the Warrant Agent in the manner required by the Warrant Agreement, all of
the Additional Warrants that the Company is required to issue to the IRN
Holders on the date of this Agreement.


 


(c)   Secretary’s Certificate.  The IRN Holders shall have received a
certificate of the secretary of the Company with respect to (i) the certificate
of formation of the Company, (ii) the bylaws of the Company, (iii) the
resolutions of the board of directors of the Company approving this Agreement
and the other documents to be delivered by the Company under this Agreement and
the performance of the obligations of the Company hereunder, and (iv) the names
and true signatures of the officers of the Company authorized to sign this
Agreement and the other documents to be delivered by it under the Agreement.


 


(d)   Opinion of Counsel.  The IRN Holders shall have received an
opinion of Proskauer Rose LLP, counsel for the Company in form and substance
satisfactory to the IRN Holders.


 


6.     Miscellaneous.


 


6.1   Entire Agreement.  This Agreement, the Warrant Agreement and
the Warrants to be issued hereunder, including the schedules, contains a
complete statement of all the arrangements among the parties with respect to
its subject matter, supersedes any previous agreements among them relating to
that subject matter and cannot be changed or terminated orally.  Except as specifically set forth in this
Agreement, the Warrant Agreement and the Warrants, there are no representations
or warranties by any party in connection with the transactions contemplated by this
Agreement.


 


12

















 


6.2   Headings.  The section headings of this Agreement are
for reference purposes only and are to be given no effect in the construction
or interpretation of this Agreement.


 


6.3   Governing Law.  This Agreement shall be governed by and
construed in accordance with the law of the State of New York applicable to
agreements made and to be performed in New York.


 


6.4   Separability.  If any provision of this Agreement is
invalid or unenforceable, the balance of this Agreement shall remain in effect.


 


6.5   Waiver.  Any party may waive compliance by any other
party with any provision of this Agreement. 
No waiver of any provision shall be construed as a waiver of any other
provision.  Any waiver must be in
writing.  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.


 


6.6   Assignment.  Except as provided in Section 4.1, no party
may assign any of its rights or delegate any of its duties under this Agreement
without the prior written consent of the other parties.


 


6.7   Jurisdiction.  The courts of the State of New York in New
York county and the United States District Court for the Southern District of
New York shall have exclusive jurisdiction over the parties with respect to any
dispute or controversy among them arising under or in connection with this
Agreement and, by execution and delivery of this Agreement, each of the parties
to this Agreement submits to the jurisdiction of those courts, waives any
objection to such jurisdiction on the grounds of venue or forum non conveniens,
the absence of any personal or subject matter jurisdiction and any similar
grounds, consents to service of process by mail or any other manner permitted
by law, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement.  These
consents to jurisdiction shall not be deemed to confer rights on any person
other than the parties to this Agreement.


 


6.8   No Third
Party Beneficiaries.  This
Agreement does not create, and shall not be construed as creating, any rights
in favor of any person not a party to this Agreement.


 


6.9   Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be considered an original and all of which
shall be considered a single instrument.


 


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blank]


 


13

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered by their
duly authorized officers or authorized representatives as of the date first
written above.


 


	
   

  	
  NEW WORLD RESTAURANT GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANTHONY D. WEDO

  	
   

  
	
   

  	
   

  	
  Name: Anthony D. Wedo

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  
	
   

  
	
   

  	
  BRUCE E & ROBBI S TOLL FOUNDATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRUCE E. TOLL

  	
   

  
	
   

  	
   

  	
  Name: Bruce E. Toll

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  /s/ BRUCE E. TOLL

  	
   

  
	
   

  	
  Bruce E. Toll

  
	
   

  
	
   

  
	
   

  	
  BET ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRUCE E. TOLL

  	
   

  
	
   

  	
   

  	
  Name: Bruce E. Toll

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  BRUCE E. TOLL FAMILY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRUCE E. TOLL

  	
   

  
	
   

  	
   

  	
  Name: Bruce E. Toll

  
	
   

  	
   

  	
  Title:

  
					



 


14

















 


	
   

  	
  SCOTT’S COVE
  SPECIAL CREDITS MASTER

  FUND, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  Scott’s Cove Capital Management, LLC, as 

  	 

	
   

  	
   

  	
  investment adviser

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ PHILIP S. SCHAEFFER

  	
   

  	 

	
   

  	
   

  	
  Philip S. Schaeffer

  	 

	
   

  	
   

  	
  Managing Member

  	 

	
   

  	 

	
   

  	 

	
   

  	
  SCOTT’S COVE
  SPECIAL CREDITS FUND I,

  L.P.

  	 

	
   

  	 

	
   

  	
  By:

  	
  Scott’s Cove Capital Management, LLC, as 

  
	
   

  	
   

  	
  investment adviser

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ PHILIP S. SCHAEFFER

  	
   

  	 

	
   

  	
   

  	
  Philip S. Schaeffer

  	 

	
   

  	
   

  	
  Managing Member

  	 

							



 


15

















 


	
   

  	
  GSC CAPITAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RBC Dominion Securities Corp. as agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEPHEN R. LEVITAN

  	
   

  
	
   

  	
   

  	
  Name: Stephen R. Levitan

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD J. TAVOSO

  	
   

  
	
   

  	
   

  	
  Name: Richard J. Tavoso

  
	
   

  	
   

  	
  Title: Managing Director

  
					



 


16

















 


	
   

  	
  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.

  
	
   

  	
   

  
	
   

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

  their General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  FARALLON
  CAPITAL OFFSHORE

  INVESTORS, INC.

  
	
   

  	
   

  
	
   

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

  its Agent and Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


17