EXHIBIT 99.3
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 principal amount of the Notes
as of June27, 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 June27, 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. 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. The
representation in this Section 2 by New Purchaser is based
upon the reliability and accuracy of the Company's
representation in Section 3.
3. Representations 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.
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
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 this 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:_______________________________
NEW WORLD RESTAURANT GROUP, INC.
By:
-------------------------------------
JEFFERIES & COMPANY, INC.
As Purchaser and as Collateral Agent
By:
-------------------------------------
GREENLIGHT CAPITAL, L.P.
By:
-------------------------------------
GREENLIGHT CAPITAL QUALIFIED, L.P.
By:
-------------------------------------
GREENLIGHT CAPITAL OFFSHORE, LTD.
By:
-------------------------------------
Exhibit A
Allocation
ENTITY PERCENTAGE
------ ----------
Greenlight Capital, L.P. 9.54%
Greenlight Capital Qualified, L.P. 36.41%
Greenlight Capital Offshore, Ltd. 54.05%
------
Total 100.00%