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Standstill Agreement
Standstill Agreement (17K)
Doc #153754: Click preview link for longer preview.
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc., a Delaware corporation (the Company), and BET Associates, L.P., a Delaware limited partnership (BET).
RECITALS
On March 30, 2002, the Company entered into a Loan and Security Agreement (the Loan and Security Agreement) with BET, which provides for a $7.5 million revolving loan facility. The facility is secured by substantially all of the Companys assets. The facility was to expire on March 31, 2003. In February 2003, the Company and BET executed an amendment to the facility to extend the maturity of the facility to June 1, 2003. The Company has not repaid the facility and is currently in default of the Loan and Security Agreement.
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 the Company is in 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.
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).
The Company does not want BET to take any action to enforce any of its rights and remedies against the Company or the Subsidiary Guarantors, either directly or indirectly by permitting the Trustee to exercise any rights under the Indenture, for a specified period of time so that the Company can continue its efforts to complete the Refinancing, and BET is willing not to take any such action against the Company or the Subsidiary Guarantors in exchange for $25,000.00.
Accordingly, it is agreed as follows:
153754
|
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
EX-10.44 5 a2116980zex-10_44.htm EX-10.44
Exhibit 10.44
NEW WORLD RESTAURANT GROUP, INC.
and
BET ASOCIATES, L.P.
STANDSTILL AGREEMENT
June 17, 2003
Table of Contents
1.
PAYMENT DEFAULT; WARRANT ISSUANCE.
2.
REPRESENTATIONS AND WARRANTIES BY THE COMPANY.
2.1
Organization and
_____________
New World Restaurant Group, Inc. – Separability.
5.5
Waiver.
5.6
Assignment.
5.7
Jurisdiction.
5.8
No Third Party Beneficiaries.
5.9
Counterparts.
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc. , a Delaware corporation (the Company), and BET Associates, L.P., a Delaware limited partnership (BET).
RECITALS
On March 30, 2002, the Company entered into a Loan and Security Agreement (
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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
BET ASSOCIATES, L.P.
By:
/s/ BRUCE E. TOLL
Name:
Title:
7
_____________
dt 1440332
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
EX-10.44 5 a2116980zex-10_44.htm EX-10.44
Exhibit 10.44
NEW WORLD RESTAURANT GROUP, INC.
and
BET ASOCIATES, L.P.
STANDSTILL AGREEMENT
June 17, 2003
Table of Contents
1.
PAYMENT DEFAULT; WARRANT ISSUANCE.
2.
REPRESENTATIONS AND WARRANTIES BY THE COMPANY.
2.1
Organization and
_____________
New World Restaurant Group, Inc. – Separability.
5.5
Waiver.
5.6
Assignment.
5.7
Jurisdiction.
5.8
No Third Party Beneficiaries.
5.9
Counterparts.
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc. , a Delaware corporation (the Company), and BET Associates, L.P., a Delaware limited partnership (BET).
RECITALS
On March 30, 2002, the Company entered into a Loan and Security Agreement (
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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
BET ASSOCIATES, L.P.
By:
/s/ BRUCE E. TOLL
Name:
Title:
7
_____________
dt 1319921
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC –
EX-10.44 5 a2116980zex-10_44.htm EX-10.44
Exhibit 10.44
NEW WORLD RESTAURANT GROUP, INC .
and
BET ASOCIATES, L.P.
STANDSTILL AGREEMENT
June 17, 2003
Table of Contents
1.
PAYMENT DEFAULT; WARRANT ISSUANCE.
2.
REPRESENTATIONS AND WARRANTIES
_____________
New World Restaurant Group, Inc – 5.7
Jurisdiction.
5.8
No Third Party Beneficiaries.
5.9
Counterparts.
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc ., a Delaware corporation (the Company), and BET Associates, L.P., a Delaware limited partnership (BET).
RECITALS
On March 30, 2002, the Company
_____________
NEW WORLD RESTAURANT GROUP, INC – 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
BET ASSOCIATES, L.P.
By:
/s/ BRUCE E. TOLL
_____________
dt 528631
;
|
 BNY
As referenced in this Standstill Agreement:
Bank of New York – 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
dt 41927
;
BET Associates, L.P.;
Chesapeake Franchise Corp
|
| Preview
Full Doc
| 2003 |
Standstill Agreement
Standstill Agreement (44K)
Doc #153755: Click preview link for longer preview.
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), Scotts Cove Special Credits Master Fund, Inc. (SCSCMF), Scotts 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 Holders 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 Companys 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.
153755
|
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
EX-10.45 6 a2116980zex-10_45.htm EX-10.45
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
_____________
New World Restaurant Group, Inc. – 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 (
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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
_____________
dt 1440333
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
EX-10.45 6 a2116980zex-10_45.htm EX-10.45
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
_____________
New World Restaurant Group, Inc. – 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 (
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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
_____________
dt 1319922
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC –
EX-10.45 6 a2116980zex-10_45.htm EX-10.45
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
_____________
New World Restaurant Group, Inc – 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
_____________
NEW WORLD RESTAURANT GROUP, INC – 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
_____________
dt 528632
;
|
BNY
As referenced in this Standstill Agreement:
Bank of New York – 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
Bank of New York – 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
dt 41928
;
Royal Bank
As referenced in this Standstill Agreement:
Royal Bank of Canada – P. (BET Associates), Bruce E. Toll Family Trust (Toll Trust), Scotts Cove Special Credits Master Fund, Inc. (SCSCMF), Scotts 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.
_____________
ROYAL BANK OF CANADA
– CREDITS FUND I,
L.P.
By:
Scotts 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:
_____________
dt 1454097
;
More... |
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Full Doc
| 2003 |
Standstill Agreement
Standstill Agreement (20K)
Doc #153799: Click preview link for longer preview.
STANDSTILL AGREEMENT
JUNE 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. PAYMENT DEFAULT; WARRANT ISSUANCE.....................................2
2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.........................3
2.1 ORGANIZATION AND AUTHORITY OF THE COMPANY....................3
2.2 AUTHORITY OF THE COMPANY.....................................3
2.3 NO CONFLICTS; CONSENTS OF THIRD PARTIES......................3
3. REPRESENTATIONS AND WARRANTIES BY BET.................................4
3.1 ORGANIZATION AND AUTHORITY OF BET............................4
3.2 AUTHORITY OF BET.............................................4
3.3 NO CONFLICTS; CONSENTS OF THIRD PARTIES......................4
4. FURTHER AGREEMENTS OF THE PARTIES.....................................5
4.1 FEES AND EXPENSES............................................5
4.2 NOTICE OF BREACHES...........................................5
4.3 DEFAULT INTEREST.............................................5
4.4 FURTHER ASSURANCES...........................................5
5. MISCELLANEOUS.........................................................5
5.1 ENTIRE AGREEMENT.............................................5
5.2 HEADINGS.....................................................5
5.3 GOVERNING LAW................................................6
5.4 SEPARABILITY.................................................6
5.5 WAIVER.......................................................6
5.6 ASSIGNMENT...................................................6
5.7 JURISDICTION.................................................6
5.8 NO THIRD PARTY BENEFICIARIES.................................6
5.9 COUNTERPARTS.................................................6
{PAGE}
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc., a
Delaware corporation (the "Company"), and BET Associates, L.P., a Delaware
limited partnership ("BET").
RECITALS
On March 30, 2002, the Company entered into a Loan and Security
Agreement (the "Loan and Security Agreement") with BET, which provides for a
$7.5 million revolving loan facility. The facility is secured by substantially
all of the Company's assets. The facility was to expire on March 31, 2003. In
February 2003, the Company and BET executed an amendment to the facility to
extend the maturity of the facility to June 1, 2003. The Company has not repaid
the facility and is currently in default of the Loan and Security Agreement.
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 the Company is in 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.
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").
The Company does not want BET to take any action to enforce any of its
rights and remedies against the Company or the Subsidiary Guarantors, either
directly or indirectly by permitting the Trustee to exercise any rights under
the Indenture, for a specified period of time so that the Company can continue
its efforts to complete the Refinancing, and BET is willing not to take any such
action against the Company or the Subsidiary Guarantors in exchange for
$25,000.00.
Accordingly, it is agreed as follows:
153799
|
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
{DOCUMENT}
{TYPE}EX-99.2
{SEQUENCE}3
{FILENAME}e993486.txt
{TEXT}
================================================================================
NEW WORLD RESTAURANT GROUP, INC.
and
BET ASOCIATES, L.P.
STANDSTILL AGREEMENT
JUNE 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. PAYMENT DEFAULT; WARRANT ISSUANCE.....................................2
2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.........................3
_____________
New World Restaurant Group, Inc. – 6 ASSIGNMENT...................................................6
5.7 JURISDICTION.................................................6
5.8 NO THIRD PARTY BENEFICIARIES.................................6
5.9 COUNTERPARTS.................................................6
{PAGE}
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc. , a
Delaware corporation (the "Company"), and BET Associates, L.P., a Delaware
limited partnership ("BET").
RECITALS
On March 30, 2002, the Company entered into a Loan and Security
Agreement (
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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: _______________________
Name: Anthony D. Wedo
Title: Chief Executive Officer
BET ASSOCIATES, L.P.
By: _______________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1440334
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
{DOCUMENT}
{TYPE}EX-99.2
{SEQUENCE}3
{FILENAME}e993486.txt
{TEXT}
================================================================================
NEW WORLD RESTAURANT GROUP, INC.
and
BET ASOCIATES, L.P.
STANDSTILL AGREEMENT
JUNE 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. PAYMENT DEFAULT; WARRANT ISSUANCE.....................................2
2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.........................3
_____________
New World Restaurant Group, Inc. – 6 ASSIGNMENT...................................................6
5.7 JURISDICTION.................................................6
5.8 NO THIRD PARTY BENEFICIARIES.................................6
5.9 COUNTERPARTS.................................................6
{PAGE}
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc. , a
Delaware corporation (the "Company"), and BET Associates, L.P., a Delaware
limited partnership ("BET").
RECITALS
On March 30, 2002, the Company entered into a Loan and Security
Agreement (
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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: _______________________
Name: Anthony D. Wedo
Title: Chief Executive Officer
BET ASSOCIATES, L.P.
By: _______________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1319923
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC –
{DOCUMENT}
{TYPE}EX-99.2
{SEQUENCE}3
{FILENAME}e993486.txt
{TEXT}
================================================================================
NEW WORLD RESTAURANT GROUP, INC .
and
BET ASOCIATES, L.P.
STANDSTILL AGREEMENT
JUNE 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. PAYMENT DEFAULT; WARRANT ISSUANCE.....................................2
2.
_____________
New World Restaurant Group, Inc – 5.8 NO THIRD PARTY BENEFICIARIES.................................6
5.9 COUNTERPARTS.................................................6
{PAGE}
STANDSTILL AGREEMENT
June 17, 2003
The parties to this agreement are New World Restaurant Group, Inc ., a
Delaware corporation (the "Company"), and BET Associates, L.P., a Delaware
limited partnership ("BET").
RECITALS
On March 30, 2002, the Company
_____________
NEW WORLD RESTAURANT GROUP, INC – 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: _______________________
Name: Anthony D. Wedo
Title: Chief Executive Officer
BET ASSOCIATES, L.P.
By: _______________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 528633
;
|
BNY
As referenced in this Standstill Agreement:
Bank of New York – 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
dt 41929
;
BET Asociates, L.P.
|
| Preview
Full Doc
| 2003 |
Standstill Agreement
Standstill Agreement (50K)
Doc #153800: Click preview link for longer preview.
NEW WORLD RESTAURANT GROUP, INC.
STANDSTILL AGREEMENT
June 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. STANDSTILL; WARRANT ISSUANCE..........................................2
2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.........................3
2.1 ORGANIZATION AND AUTHORITY OF THE COMPANY....................3
2.2 AUTHORITY OF THE COMPANY.....................................3
2.3 NO CONFLICTS; CONSENTS OF THIRD PARTIES......................4
2.4 CAPITALIZATION...............................................4
2.5 NO OTHER DEFAULTS............................................4
2.6 ISSUANCE OF ADDITIONAL WARRANTS..............................4
2.7 EXERCISE OF WARRANTS.........................................4
2.8 RESERVATION OF COMMON STOCK..................................4
3. REPRESENTATIONS AND WARRANTIES BY THE IRN HOLDERS.....................6
3.1 ORGANIZATION AND AUTHORITY OF SUCH IRN HOLDER................6
3.2 AUTHORITY OF SUCH IRN HOLDER.................................6
3.3 NO CONFLICTS; CONSENTS OF THIRD PARTIES......................6
3.4 OWNERSHIP....................................................7
4. FURTHER AGREEMENTS OF THE PARTIES.....................................7
4.1 TRANSFER OF EXISTING NOTES...................................7
4.2 LIMITED RELEASE..............................................7
4.3 ACCRUED INTEREST; INTEREST RATE; PRINCIPAL AMOUNT...........10
4.4 INTEREST THROUGH JULY 15, 2003..............................11
4.5 CERTAIN MATTERS RELATING TO THE WARRANTS....................11
4.6 FEES AND EXPENSES...........................................11
4.7 FURTHER ASSURANCES..........................................11
4.8 INDENTURE IN FULL FORCE AND EFFECT; NO WAIVER...............11
4.9 ISSUANCE OF WARRANTS........................................11
4.10 OTHER HOLDERS...............................................11
4.11 OTHER TRANSACTIONS..........................................11
5. CONDITIONS...........................................................12
6. MISCELLANEOUS........................................................12
6.1 ENTIRE AGREEMENT............................................12
6.2 HEADINGS....................................................12
6.3 GOVERNING LAW...............................................12
6.4 SEPARABILITY................................................12
6.5 WAIVER......................................................13
{PAGE}
6.6 ASSIGNMENT..................................................13
6.7 JURISDICTION................................................13
6.8 NO THIRD PARTY BENEFICIARIES................................13
6.9 COUNTERPARTS................................................13
{PAGE}
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:
{PAGE}
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.
(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)
153800
|
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
{DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}4
{FILENAME}e16575.txt
{TEXT}
[EXECUTION COPY]
================================================================================
NEW WORLD RESTAURANT GROUP, INC.
STANDSTILL AGREEMENT
June 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. STANDSTILL; WARRANT ISSUANCE..........................................2
2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.........................3
2.1 ORGANIZATION AND AUTHORITY OF
_____________
New World Restaurant
Group, Inc. – 6 ASSIGNMENT..................................................13
6.7 JURISDICTION................................................13
6.8 NO THIRD PARTY BENEFICIARIES................................13
6.9 COUNTERPARTS................................................13
{PAGE}
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
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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: _______________________
Name:
Title:
BRUCE E & ROBBI S TOLL FOUNDATION
By: _______________________
Name:
Title:
____________________________
Bruce E. Toll
BET ASSOCIATES, L.P.
By:_____________________________________
Name:
Title:
BRUCE E. TOLL
_____________
dt 1440335
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC. –
{DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}4
{FILENAME}e16575.txt
{TEXT}
[EXECUTION COPY]
================================================================================
NEW WORLD RESTAURANT GROUP, INC.
STANDSTILL AGREEMENT
June 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. STANDSTILL; WARRANT ISSUANCE..........................................2
2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.........................3
2.1 ORGANIZATION AND AUTHORITY OF
_____________
New World Restaurant
Group, Inc. – 6 ASSIGNMENT..................................................13
6.7 JURISDICTION................................................13
6.8 NO THIRD PARTY BENEFICIARIES................................13
6.9 COUNTERPARTS................................................13
{PAGE}
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
_____________
NEW WORLD RESTAURANT GROUP, INC. – 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: _______________________
Name:
Title:
BRUCE E & ROBBI S TOLL FOUNDATION
By: _______________________
Name:
Title:
____________________________
Bruce E. Toll
BET ASSOCIATES, L.P.
By:_____________________________________
Name:
Title:
BRUCE E. TOLL
_____________
dt 1319924
;
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC –
{DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}4
{FILENAME}e16575.txt
{TEXT}
[EXECUTION COPY]
================================================================================
NEW WORLD RESTAURANT GROUP, INC .
STANDSTILL AGREEMENT
June 17, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
PAGE
1. STANDSTILL; WARRANT ISSUANCE..........................................2
2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.........................
_____________
New World Restaurant
Group, Inc – 6.8 NO THIRD PARTY BENEFICIARIES................................13
6.9 COUNTERPARTS................................................13
{PAGE}
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
_____________
NEW WORLD RESTAURANT GROUP, INC – 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: _______________________
Name:
Title:
BRUCE E & ROBBI S TOLL FOUNDATION
By: _______________________
Name:
Title:
____________________________
Bruce E. Toll
BET ASSOCIATES, L.P.
_____________
dt 528634
;
|
BNY
As referenced in this Standstill Agreement:
Bank of New York – 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
Bank of New York – 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
dt 41930
;
Royal Bank
As referenced in this Standstill Agreement:
Royal Bank of Canada – 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.
_____________
ROYAL BANK OF CANADA
– CREDITS FUND I, L.P.
By: Scott's Cove Capital Management, LLC, as
investment adviser
By:_______________________________________
Philip S. Schaeffer
Managing Member
15
{PAGE}
GSC CAPITAL
By:_______________________________________
Name:
Title:
ROYAL BANK OF CANADA
By: RBC Dominion Securities Corp. as agent
By:_______________________________________
Name:
Title:
16
{PAGE}
FARALLON CAPITAL PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II,
_____________
dt 1454098
;
More... |
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| 2003 | |
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC –
Exhibit 10.44
NEW WORLD RESTAURANT GROUP, INC .
and
BET ASOCIATES, L.P.
STANDSTILL AGREEMENT
June 17, 2003
Table of Contents
1.
PAYMENT DEFAULT; WARRANT ISSUANCE.
2.
REPRESENTATIONS AND WARRANTIES BY THE
COMPANY.
2.1
Organization and
_____________
New World Restaurant Group, Inc – Separability.
5.5
Waiver.
5.6
Assignment.
5.7
Jurisdiction.
5.8
No Third Party Beneficiaries.
5.9
Counterparts.
STANDSTILL AGREEMENT
June 17, 2003
The parties to
this agreement are New World Restaurant Group, Inc ., a Delaware corporation
(the “Company”), and BET Associates, L.P., a Delaware limited partnership
(“BET”).
RECITALS
On March 30,
2002, the Company entered into a
_____________
NEW WORLD
RESTAURANT GROUP, INC – 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
BET
ASSOCIATES, L.P.
By:
/s/ BRUCE E.
TOLL
Name:
Title:
7
_____________
dt 1722549
;
|
BNY
As referenced in this Standstill Agreement:
Bank of New York – 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
_____________
dt 1724758
|
| Preview
Full Doc
| 2003 | |
New World
As referenced in this Standstill Agreement:
NEW WORLD RESTAURANT GROUP, INC –
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
_____________
New World Restaurant Group, Inc – 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. (“
_____________
NEW WORLD RESTAURANT GROUP, INC – 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
_____________
dt 1722550
;
|
BNY
As referenced in this Standstill Agreement:
Bank of New York – 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
_____________
Bank of New York – 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
_____________
dt 1724759
|
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| 2003 | |