Exhibit 10.52


 


AMENDMENT
TO NOTE PURCHASE AND SECURITY AGREEMENT


 


Amendment dated July 8, 2003
(the "Amendment"), among New World EnbcDeb Corp. (the
"Company"), New World Restaurant Group, Inc. (the "Preferred
Issuer"), Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. and
Greenlight Capital Offshore, Ltd. (collectively, the "New Purchaser")
and Jefferies & Company, Inc., as purchaser (the "Purchaser") and
as collateral agent (in such capacity, the "Collateral agent')  for the holders of the Notes, to the Note
Purchase and Security Agreement dated as of June 19, 2001 (the
"Agreement") among the Company, the Preferred Issuer, the Purchaser
and the Collateral Agent. Capitalized terms used herein without definition have
the meanings assigned to them in the Agreement.


 


WHEREAS, pursuant to Section
6.11 of the Agreement, the Preferred Issuer has agreed to issue to the Holders
Preferred Stock at the option of each Holder;


 


WHEREAS, the Preferred Stock
is to have the terms set forth in Exhibit B to the Agreement;


 


WHEREAS, the Purchaser held
$4,337,480.64, which represents 100% of the principal amount of the Notes as of
June 27, 2003; and


 


WHEREAS, effective July 8,
2003, the New Purchaser purchased 100% of the outstanding principal amount of
the Notes from the Purchaser; and 


 


WHEREAS, the New Purchaser
and the Preferred Issuer, subject to the refinancing of the Preferred Issuer's
Senior Secured Increasing Rate Notes due 2003, wish to fix the terms of the
Preferred Stock and the parties wish to enter into certain other agreements;


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements hereinafter set forth,
the Company, the Preferred Issuer, the New Purchaser, the Purchaser and the
Collateral Agent hereby agree as follows:


 


1.                                       Representation
and Warranties of Purchaser. Purchaser represents and
warrants that Purchaser held $4,337,480.64 principal amount of the Notes as of
June 27, 2003. Purchaser further represents and warrants that effective July 8,
2003 it sold $4,337,480.64 principal amount of such Notes to New Purchaser,
which, to the Purchaser's knowledge, represents 100% of the issued and
outstanding Notes. The representations in this Section 1 by Purchaser are
based upon the reliability and accuracy of the Company's representation in
Section 3.


 


2.                                       Representations
and Warranties of New Purchaser. New Purchaser represents
and warrants that as of the date hereof it owns $4,337,480.64 principal amount
of the Notes, which, to the New Purchaser's knowledge, represents 100% of the
issued and outstanding Notes. The representation in this Section 2 by New
Purchaser is based upon reliability and accuracy of the Company's
representation in Section 3.


 

















 


3.                                       Representation
and Warranties of the Company. The Company represents and
warrants that, as of the date hereof, there is $4,337,480.64 aggregate
principal amount of the Notes outstanding, which represents 100% of the issued
and outstanding Notes.


 


4.                                       Conditions to
Effectiveness. The effectiveness of this Amendment is conditioned
upon consummation by the Preferred Issuer on or prior to July 15, 2003 of a
refinancing of its existing Senior Secured Increasing Rate Notes due 2003
pursuant to a Rule 144A offering of $160,000,000 principal amount of Senior
Secured Notes for which Purchaser has acted as sole placement agent
substantially on the terms set forth in Preferred Issuer's Offering Circular
dated June 27, 2003 (the "Refinancing").


 


5.                                       Prior
Amendments. This Amendment will supercede in its entirety
Amendment No. 1 to the Note Purchase and Security Agreement dated January 30,
2001, the Amendment to the Note Purchase and Security Agreement dated May 16,
2003 and the Amendment to the Note Purchase and Security Agreement dated June
26, 2003.


 


6.                                       Terms of
Preferred Stock. Anything contained in the Agreement to the contrary
notwithstanding, in the event the Preferred Issuer consummates the Refinancing,
the Preferred Issuer shall, upon and contemporaneously with the consummation of
such Refinancing, issue an aggregate of 4,337,481 authorized but unissued
shares of its Series F Preferred Stock to the New Purchaser in full
satisfaction of the Preferred Issuer's obligations under Section 6.11 of the
Agreement. The shares of Series F Preferred Stock shall be allocated among
Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. and Greenlight
Capital Offshore, Ltd. based upon the percentages set forth in Exhibit A
and the portion of the consideration payable by Greenlight Capital, L.P.,
Greenlight Capital Qualified, L.P., and Greenlight Capital Offshore, Ltd. shall
be based upon the percentages set forth in Exhibit A.


 


7.                                       Warrants. Anything
contained in Exhibit B to the Agreement to the contrary notwithstanding, the
Preferred Issuer shall have no obligation to issue any warrants to the Holders
or the New Purchaser.


 


8.                                       Full
Satisfaction. Upon the issuance to the New Purchaser of the
Series F Preferred Stock contemplated by Section 6 of this Amendment, neither
the Company nor the Preferred Issuer shall have any further obligations to the
Holders under or by virtue of the Agreement or the Notes or the Consulting
Engagement Letter.


 


9.                                       Effect on
Agreement. Except as amended hereby, the provisions of the
Agreement shall remain in full force and effect. Except as expressly stated

















 


                                                herein, the
execution of the Amendment shall be without prejudice to, and with full
reservation of, any rights any party hereto may otherwise have.

















 


IN WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed as of the date first
above written.


 


	
   

  	
  NEW
  WORLD ENBCDEB CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILLEGIBLE

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  WORLD RESTAURANT GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILLEGIBLE

  
	
   

  	
   

  	
   

  
	
   

  	
  JEFFERIES & COMPANY,
  INC.

  
	
   

  	
  As
  Purchaser and as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILLEGIBLE

  
	
   

  	
   

  	
   

  
	
   

  	
  GREENLIGHT
  CAPITAL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILLEGIBLE

  
	
   

  	
   

  	
   

  
	
   

  	
  GREENLIGHT
  CAPITAL QUALIFIED, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILLEGIBLE

  
	
   

  	
   

  	
   

  
	
   

  	
  GREENLIGHT
  CAPITAL OFFSHORE, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ILLEGIBLE

  



 

















 


Exhibit
A


 


Allocation


 


	
  Entity

  	
   

  	
  Percentage

  	
   

  
	
  Greenlight Capital, L.P.

  	
   

  	
  8.83

  	
  %

  
	
  Greenlight Capital Qualified, L.P.

  	
   

  	
  36.52

  	
  %

  
	
  Greenlight Capital Offshore, Ltd.

  	
   

  	
  54.65

  	
  %

  
	
  Total

  	
   

  	
  100.00

  	
  %