Exhibit 10.55(a)


 


TRADEMARK SECURITY AGREEMENT


 


This TRADEMARK SECURITY
AGREEMENT (this “Agreement”), dated as of July 8, 2003, is made between
NEW WORLD RESTAURANT GROUP, INC., a Delaware corporation (the “Grantor”),
and THE BANK OF NEW YORK, in its capacity as trustee, as Collateral Agent
(together with its successor(s) thereto, in such capacity the “Collateral
Agent”) for each of the Secured Parties;


 


W I T N E S S E T H :


 


WHEREAS, the Issuer, the
other Grantors and the Collateral Agent, as trustee, have entered into an
Indenture, dated as of July 8, 2003 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “Indenture”), and
in connection therewith, the Issuer has issued (the “Notes Issuance”)
its Senior Secured Notes due 2008 (and, if applicable, its Senior Secured Notes
due 2008, Series B issued in exchange therefor) (collectively, the “Notes”);


 


WHEREAS, the Grantors have
entered into that certain Loan and Security Agreement, dated as of July 8, 2003
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Loan Agreement”) among the financial institutions named
therein (the “Senior Lenders”) as lenders, Amsouth Bank, as the agent
(the “Agent”), and Amsouth Capital Corp., as the administrative agent,
pursuant to which such lenders have agreed to make certain loans and other
financial accommodations to the Grantors from time to time, which Loan
Agreement is referenced as the Senior Credit Facility under the Indenture, and
the other Grantors hereto have each entered into various agreements granting
Liens to the Agent for the benefit of the Senior Lenders as well;


 


WHEREAS, in connection with
the Indenture, the Grantor has executed and delivered a Pledge and Security
Agreement, dated as of July 8, 2003 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “Pledge and Security
Agreement”);


 


WHEREAS, as a condition
precedent to the Notes Issuance, the Grantor is required to execute and deliver
this Agreement and to grant to the Collateral Agent a continuing security
interest in all of the Trademark Collateral (as defined below) to secure all
Secured Obligations;


 


WHEREAS, the Grantor has
duly authorized the execution, delivery and performance of this Agreement; and


 


WHEREAS, it is in the best
interests of each Grantor to execute this Agreement inasmuch as such Grantor
will derive substantial direct and indirect benefits from proceeds of the Notes
issued by the Issuer;


 


NOW, THEREFORE, for good and
valuable consideration, the receipt of which is hereby acknowledged, and in
order to induce the Holders to acquire the Notes and maintain the Indebtedness
evidenced thereby, the Grantor agrees, for the benefit of each Secured Party,
as follows:


 

















 


SECTION 1.  Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided (or incorporated by
reference) in the Pledge and Security Agreement.


 


SECTION 2.  Grant of Security Interest.  For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, to secure all of
the Secured Obligations, the Grantor does hereby mortgage, pledge and
hypothecate to the Collateral Agent, and grant to the Collateral Agent a
security interest in, for its benefit and the benefit of each Secured Party,
all of the following property (the “Trademark Collateral”), whether now
owned or hereafter acquired or existing by it:


 


(a)  all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, certification marks, collective marks, logos, other source of
business identifiers, prints and labels on which any of the foregoing have appeared
or appear, designs and general intangibles of a like nature (all of the
foregoing items in this clause (a) being collectively called a “Trademark”),
now existing anywhere in the world or hereafter adopted or acquired, whether
currently in use or not, all registrations and recordings thereof and all
applications in connection therewith, whether pending or in preparation for
filing, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any office or agency of the United
States of America or any State thereof or any foreign country, including those
referred to in Item A of Schedule IV attached hereto;


 


(b)  all Trademark licenses, including each
Trademark license referred to in Item B of Schedule IV
attached hereto;


 


(c)  all reissues, extensions or renewals of any
of the items described in clause (a) and (b);


 


(d)  all of the goodwill of the business
connected with the use of, and symbolized by the items described in, clauses
(a) and (b); and


 


(e)  all proceeds of, and rights associated with,
the foregoing, including any claim by the Grantor against third parties for
past, present or future infringement or dilution of any Trademark, Trademark
registration or Trademark license, including any Trademark, Trademark
registration or Trademark license referred to in Item A and Item B
of Schedule IV attached hereto, or for any injury to the goodwill
associated with the use of any such Trademark or for breach or enforcement of
any Trademark license.


 


SECTION 3.  Pledge and Security Agreement.  This Agreement has been executed and
delivered by the Grantor for the purpose of registering the security interest
of the Collateral Agent in the Trademark Collateral with the United States
Patent and Trademark Office and corresponding offices in other countries of the
world.  The security interest granted
hereby has been granted as a supplement to, and not in limitation of, the
security interest granted to the Collateral Agent for its benefit and the
benefit of each Secured Party under the Pledge and Security Agreement.  The Pledge and Security Agreement (and all
rights and remedies of the Collateral Agent and each Secured Party thereunder)
shall remain in full force and effect in accordance with its terms.


 

















 


SECTION 4.  Release of Security Interest.  Upon payment in full in cash of all Secured
Obligations, the Collateral Agent shall, at the Grantor’s expense, execute and
deliver to the Grantor all instruments and other documents as may be necessary
or proper to release the lien on and security interest in the Trademark
Collateral which has been granted hereunder.


 


SECTION 5.  Acknowledgment.  The Grantor does hereby
further acknowledge and affirm that the rights and remedies of the
Collateral Agent with respect to the security interest in the Trademark
Collateral granted hereby are more fully set forth in the Pledge and Security
Agreement, the terms and provisions of which (including the remedies provided
for therein) are incorporated by reference herein as if fully set forth herein.


 


SECTION 6.  Related Document, etc.  This Agreement is a Related Document
executed pursuant to the Indenture and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Indenture.


 


SECTION 7.  Counterparts.  This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 

















 


[Signature
page to Trademark Security Agreement]


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their respective  officers thereunto
duly authorized as of the day and year first above written.


 


	
   

  	
   

  	
  NEW WORLD RESTAURANT GROUP, INC., a

  Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK, as
  Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title: