Exhibit 10.42


AMENDMENT
NO. 1


TO


WARRANT
AGREEMENT


OF


NEW
WORLD RESTAURANT GROUP, INC.


(FORMERLY,
NEW WORLD COFFEE-MANHATTAN BAGEL, INC.)


 


As
of March 15, 2002


 


 


                Amendment
No. 1 to Warrant Agreement dated as of June 19, 2001 between New World
Restaurant Group, Inc., formerly New World Coffee-Manhattan Bagel, Inc. (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 Agent”).


 


                A.            The Warrant Agreement provides that
the Warrants shall expire at 5:00 p.m., New York City time on June 20, 2006.


 


                B.            The Warrants issued pursuant to the
Warrant Agreement and the form of Warrant attached to the Warrant Agreement
provide that the Warrants will expire at 5:00 p.m., New York City time on June
19, 2006.


 


                C.            There is an ambiguity in the Warrant
Agreement as to the expiration date of the Warrants.


 


                D.            The Company and the Warrant Agent
desire to cure the ambiguity pursuant to Section 7.2 of the Warrant Agreement,
which the Company as determined shall not adversely affect in any respects the
interests of the Holders (as that term is defined in the Warrant Agreement).


 


                The
parties hereby agree as follows:


 


                1.             As currently provided in Section
2.1 of the Warrant Agreement, subject to the terms and conditions of the
Warrant Agreement, the Warrants shall expire at 5:00 p.m., New York City time
on June 20, 2006.


 


                2.             Exhibit A to the Warrant Agreement
(the form of Warrant Agreement) is hereby amended in its entirety to read as
set forth in Exhibit A to this Amendment No. 1.


 


                3.             The Warrant Agent shall send a
notice to each Holder stating that the Warrants held by such Holder will expire
at 5:00 p.m., New York City time on June 20, 2006 and requesting that such
Holder return such Holder’s Warrants to the Warrant Agent so that the
expiration date listed in the Warrants can be corrected.  Upon receipt, the Warrant Agent will stamp
each Warrant, with a stamp, which will state: “Pursuant to Amendment No. 1 to
the Warrant Agreement, the expiration date for the Warrants is June 20, 2006,
so that the Warrants represented by this Warrant Certificate shall expire at
5:00 p.m., New York City time, on June 

















 


20, 2006.” 
Thereafter, the Warrant Agent will promptly return by mail the Warrants
to the Holders.


 


                4.             The Warrant Agent shall not be
liable or responsible for the validity or sufficiency of this Amendment No. 1
or the due authorization and delivery by the Company.


 


                5.             Except as provided in this
Amendment No. 1, the Warrant Agreement shall remain in effect without change.


 


                6.             This Amendment No. 1 may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original; and such counterparts shall together constitute but
one and the same instrument.


 


                IN
WITNESS WHEREOF, this Amendment No. 1 has been duly executed by the Company and
the Warrant Agent as of the day and year first above written.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NEW WORLD RESTAURANT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Anthony D. Wedo

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chairman and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  THE BANK OF NEW YORK, as
  successor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   in interest to the corporate trust business of

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   United States Trust Company of New York

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  


















 


Exhibit
A


 


THE WARRANTS REPRESENTED BY
THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS WARRANT CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


THE HOLDER OF THE WARRANTS
REPRESENTED BY THIS WARRANT CERTIFICATE, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THE WARRANTS REPRESENTED BY THIS WARRANT
CERTIFICATE PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE OF THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND
THE LAST DATE ON WHICH NEW WORLD RESTAURANT GROUP, INC., FORMERLY KNOWN AS NEW
WORLD COFFEE-MANHATTAN BAGEL, INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE
(OR ANY PREDECESSOR OF SUCH WARRANTS OR WARRANT CERTIFICATE) (THE “RESALE
RESTRICTION TERMINATION DATE”), ONLY (A)TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D)
TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
(A)(l), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE WARRANT AGENT’S, AS APPLICABLE, RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, AN ASSIGNMENT
IN THE FORM APPEARING ON THE OTHER SIDE OF THIS WARRANT CERTIFICATE IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE WARRANT AGENT.  THIS LEGEND SHALL BE REMOVED UPON THE
REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


THIS SECURITY IS SUBJECT TO
A REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 19, 200l BETWEEN THE COMPANY
AND JEFFERIES & COMPANY, INC. (THE “INITIAL PURCHASER”), A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY.

















 


	
  No.

  	
   

  	
  Warrants

  



WARRANT
CERTIFICATE


NEW
WORLD COFFEE RESTAURANT GROUP, INC.


This Warrant Certificate
certifies that                                                                ,
or its registered assigns, is the registered holder of                                                    
Warrants (the “Warrants”) to purchase shares of Common Stock, par value
$0.00l per share (the “Common Stock”), of New World Restaurant Group, Inc. a
Delaware corporation, formerly known as New World Coffee-Manhattan Bagel, Inc.
(the “Company”).  Each Warrant entitles
the holder to purchase from the Company at any time on or after the date hereof
and until 5:00 p.m., New York City time, on June 20, 2006 (the “Expiration
Date”), 98 fully paid and non-assessable shares of Common Stock (as such number
may be adjusted from time to time, the “Warrant Shares”, which may also include
any other securities or property issuable upon exercise of a Warrant, such
adjustment and inclusion each as provided in the Warrant Agreement) at the
initial exercise price (the “Exercise Price”) of $0.0l per Warrant Share upon
surrender of this Warrant Certificate and payment of the Exercise Price at any
office or agency maintained for that purpose by the Company (the “Warrant Agent
Office”), subject to the conditions set forth herein and in the Warrant
Agreement.


The Exercise Price shall be
payable either (i) in cash or by certified or official bank check in the lawful
currency of the United States of America, which as of the time of payment is
legal tender for payment of public or private debts or (ii) by delivery of
Warrant Certificates to the Company in accordance with the Warrant
Agreement.  The Company has initially
designated the corporate trust office of the Warrant Agent in New York, New
York, as the initial Warrant Agent Office. 
The number of Warrant Shares issuable upon exercise of the Warrants is
subject to adjustment upon the occurrence of certain events set forth in the
Warrant Agreement.


Any Warrants not exercised
on or prior to 5:00 p.m., New York City time, on June 20, 2006 shall thereafter
be void.


Reference is hereby made to
the further provisions on the reverse hereof, which provisions shall for all
purposes have the same effect as though fully set forth at this place.


All capitalized terms used
in this Warrant Certificate and not otherwise defined herein shall have the
meanings ascribed thereto in the Warrant Agreement.


This Warrant Certificate
shall not be valid unless authenticated by the Warrant Agent, as such term is
used in the Warrant Agreement. 
Initially, the Company shall act as its own Warrant Agent.

















 


THE
WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.


WITNESS the signature of the
Company’s duly authorized officer. 


	
   

  	
   

  
	
  Dated: 

  	
   

  
	
   

  	
  NEW WORLD RESTAURANT GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  

  
	
   

  	
   

  	
  Title:   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Certificate of Authentication: This is one of the Warrants referred
  to in the within—mentioned Warrant Agreement:

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
  as successor Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  

  
	
   

  	
   

  	
  Title:   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  


















 


NEW WORLD RESTAURANT GROUP, INC.


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants, each
of which represents the right to purchase at any time on or after the date
hereof and until 5:00 p.m., New York City time, on June 20, 2006, 98 Warrant
Shares, subject to adjustment as set forth in the Warrant Agreement (as
defined).  The Warrants are issued
pursuant to a Warrant Agreement dated as of June 19, 2001, as amended by
Amendment No. 1 (the “Warrant Agreement”), duly executed and delivered by the
Company for the benefit of the holders from time to time of the Warrant
Certificates, and subject to the terms and provisions of the Registration
Rights Agreement, dated as of June 19, 2001, between Jefferies & Company,
Inc. and the Company (the “Registration Rights Agreement”), which Warrant
Agreement and Registration Rights Agreement are hereby incorporated by
reference in and made a part of this instrument and are hereby referred to for
a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the
words “holders” or “holder” meaning the registered holders or registered
holder) of the Warrant Certificates. 
Warrants may be exercised by (i) surrendering at any Warrant Agent
Office this Warrant Certificate with the form of Election to Exercise set forth
hereon duly completed and executed and (ii) paying in full the Warrant Exercise
Price for each such Warrant exercised and any other amounts required to be paid
pursuant to the Warrant Agreement.


If all of the items referred
to in the last sentence of the preceding paragraph are received by the Warrant
Agent at or prior to 2:00 p.m., New York City time, on a Business Day, the exercise
of the Warrant to which such items relate will be effective on such Business
Day.  If any items referred to in the
last sentence of the preceding paragraph are received after 2:00 p.m., New York
City time, on a Business Day, the exercise of the Warrants to which such item
relates will be deemed to be effective on the next succeeding Business
Day.  Notwithstanding the foregoing, in
the case of the exercise of Warrants on the Expiration Date, if all of the items
referred to in the last sentence of the preceding paragraph are received by the
Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration
Date, the exercise of the Warrants to which such items relate will be effective
on the Expiration Date.


Subject to the terms of the
Warrant Agreement, as soon as practicable after the exercise of any Warrant or
Warrants, the Company shall issue or cause to be issued to or upon the written
order of the registered holder of this Warrant Certificate, a certificate or
certificates evidencing the Warrant Share or Warrant Shares to which such
holder is entitled, in fully registered form, registered in such name or names
as may be directed by such holder pursuant to the Election to Exercise, as set
forth on the reverse of this Warrant Certificate.  Such certificate or certificates evidencing the Warrant Share or
Warrant Shares shall be deemed to have been issued and any Persons who are
designated to be named therein shall be deemed to have become the holder of
record of such Warrant Share or Warrant Shares as of the close of business on
the date upon which the exercise of this Warrant was deemed to be effective as
provided in the preceding paragraph.


The Company will not be
required to issue fractional shares of Common Stock upon exercise of the Warrants
or distribute Warrant Certificates that evidence fractional shares of Common
Stock.  In lieu of fractional shares of
Common Stock, there shall be paid to the registered Holder of this Warrant
Certificate at the time such Warrant Certificate is exercised an amount in cash


















 


equal
to the same fraction of the Fair Market Value per share of Common Stock as
determined in accordance with the Warrant Agreement.


Warrant Certificates, when
surrendered at any Warrant Agent Office by the holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged
for a new Warrant Certificate or new Warrant Certificates evidencing in the
aggregate a like number of Warrants, in the manner and subject to the
limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


Upon due presentment for
registration of transfer of this Warrant Certificate at any office or agency
maintained by the Company for that purpose, a new Warrant Certificate
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith.


The Company and the Warrant
Agent may deem and treat the registered holder hereof as the absolute owner of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone) for the purpose of any exercise hereof and for
all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.


All capitalized terms used
in this Warrant Certificate and not otherwise defined herein have the meanings
given to such terms in the Warrant Agreement.

















 


ELECTION TO EXERCISE


To be executed upon exercise of Warrants on the Exercise
Date


The undersigned hereby
irrevocably elects to exercise ________________of the Warrants represented by
this Warrant Certificate and purchase the whole number of Warrant Shares
issuable upon the exercise of such Warrants and herewith tenders payment for
such Warrant Shares:*


1.                                       ~             in the amount of $______________ in
cash or by certified or official bank check; and/or


2.                                       ~             in Warrant Certificates, in each
case, pursuant to Section 2.1 of the Warrant Agreement.


The undersigned requests
that a certificate representing such Warrant Shares be registered in the name
of _____________________________, whose address is
_________________________________, and that such certificate be delivered to
_______________________, whose address is
__________________________________.  Any
cash payments to be paid in lieu of a fractional Warrant Share should be made
to _______________________, whose address is
__________________________________, and the check representing payment thereof
should be delivered to ______________________, whose address is
_______________________________.


	
   

  
	
  Name of holder of

  
	
  Warrant Certificate:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  
	
  Tax Identification or

  
	
  Social Security Number:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  
	
   

  	
  Note: The above signature must correspond with the name as written
  upon the face of this Warrant Certificate in every particular, without
  alteration or enlargement or any change whatever.

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
								



*Indicate,
as applicable, the form of consideration being provided.

















 


ASSIGNMENT


For
value received, _______________ hereby sells, assigns and transfers unto
_______________________________ the within Warrant Certificate, together with
all right, title and interest therein, and does hereby irrevocably constitute
and appoint ________________________ as attorney, to transfer said Warrant
Certificate on the books of the within-named Company, with full power of substitution
in the premises.


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
  Note: The above signature must correspond with the name as written
  upon the face of this Warrant Certificate in every particular, without
  alteration or enlargement or any change whatever.