As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/19/03  Chesapeake Franchise Corp         S-4/A                 16:3.9M                                   Merrill Corp/New/FA
          Einstein & Noah Corp
          Einstein Noah Bagel Partners Inc
          I & J Bagel Inc
          Willoughbys Inc
          New World Restaurant Group Inc
          Manhattan Bagel Co Inc

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of          HTML   1.52M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML     17K 
 3: EX-8.1      Opinion re: Tax Matters                             HTML     17K 
 4: EX-10.44    Material Contract                                   HTML     62K 
 5: EX-10.45    Material Contract                                   HTML    140K 
 6: EX-10.46    Material Contract                                   HTML    148K 
 7: EX-10.48    Material Contract                                   HTML     60K 
 8: EX-10.56    Material Contract                                   HTML    721K 
 9: EX-10.57    Material Contract                                   HTML    119K 
10: EX-10.58    Material Contract                                   HTML    142K 
11: EX-10.59    Material Contract                                   HTML    162K 
12: EX-12.1     Statement re: Computation of Ratios                 HTML     29K 
13: EX-23.1     Consent of Experts or Counsel                       HTML     10K 
14: EX-25.1     Statement re: Eligibility of Trustee                HTML     80K 
15: EX-99.1     Miscellaneous Exhibit                               HTML     67K 
16: EX-99.2     Miscellaneous Exhibit                               HTML     21K 

Exhibit 25.1

 

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ý

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)

New World Restaurant Group, Inc.
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

13-3690261 (I.R.S. employer identification no.)

 

Manhattan Bagel Company, Inc.		New Jersey		22-2981535
Chesapeake Franchise Corp.		New Jersey		22-3677845
Willoughby’s Incorporated		Connecticut		06-1136128
Einstein and Noah Corp.		Delaware		22-3807874
Einstein/Noah Bagel Partners, Inc.		California		94-3137875
I.& J. Bagel, Inc.		California		95-2481915

The above subsidiaries of New World Restaurant Group, Inc. are deemed to be Registrants.

1687 Cole Boulevard Golden, Colorado (Address of principal executive offices)

80401 (Zip Code)

13% Senior Secured Notes due 2008
(Title of the indenture securities)

 

1.                                      General information.  Furnish the following information as to the Trustee:

(a)                                  Name and address of each examining or supervising authority to which it is subject.

Name		Address
Superintendent of Banks of the State of New York		2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation		Washington, D.C. 20429
New York Clearing House Association		New York, New York 10005

 

(b)                                  Whether it is authorized to exercise corporate trust powers.

Yes.

2.                                      Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.                               List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.                                       A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4.                                       A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6.                                       The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7.                                       A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

2

 

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 21st day of July, 2003.

 

 

	THE BANK OF NEW YORK
	By:	/s/ MARGARET CIESMELEWSKI
		Name:	Margaret Ciesmelewski
		Title:	Vice President

 

 

3

 

Exhibit 7

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS			Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin					$	4,257,371
Interest-bearing balances					6,048,782
Securities:
Held-to-maturity securities					373,479
Available-for-sale securities					18,918,169
Federal funds sold in domestic offices					6,689,000
Securities purchased under agreements to resell					5,293,789
Loans and lease financing receivables:
Loans and leases held for sale					616,186
Loans and leases, net of unearned income			38,342,282
LESS: Allowance for loan and lease losses			819,982
Loans and leases, net of unearned income and allowance			37,522,300
Trading Assets					5,741,193
Premises and fixed assets (including capitalized leases)					958,273
Other real estate owned					441
Investments in unconsolidated subsidiaries and associated companies					257,626
Customers’ liability to this bank on acceptances outstanding					159,995
Intangible assets
Goodwill					2,554,921
Other intangible assets					805,938
Other assets					6,285,971
Total assets					$	96,483,434

 

 

4

 

LIABILITIES
Deposits:
In domestic offices				$	37,264,787
Noninterest-bearing		15,357,289
Interest-bearing		21,907,498
In foreign offices, Edge and Agreement subsidiaries, and IBFs				28,018,241
Noninterest-bearing		1,026,601
Interest-bearing		26,991,640
Federal funds purchased in domestic offices				739,736
Securities sold under agreements to repurchase				465,594
Trading liabilities				2,456,565
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases).				8,994,708
Bank’s liability on acceptances executed and outstanding				163,277
Subordinated notes and debentures				2,400,000
Other liabilities				7,446,726
Total liabilities				$	87,949,634
Minority interest in consolidated subsidiaries				519,472
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common stock				1,135,284
Surplus				2,056,273
Retained earnings				4,694,161
Accumulated other comprehensive income				128,610
Other equity capital components				0
Total equity capital				8,014,328
Total liabilities minority interest and equity capital				$	96,483,434

 

 

5

 

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi Gerald L. Hassell Alan R. Griffith

Directors

 

 

6