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EXHIBIT 5
CERTIFICATE OF CORRECTION OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF SERIES D PREFERRED STOCK
OF NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
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New World Coffee - Manhattan Bagel, Inc. (hereinafter called the
"Corporation"), a corporation organized and existing and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify:
1. The name of the Corporation is New World Coffee - Manhattan
Bagel, Inc.
2. The Certificate of Designations, Preferences and Rights of Series
D Preferred Stock of the Corporation, which was filed with the
Secretary of State of Delaware on August 11, 2000 (the
"Certificate of Designations"), is hereby corrected as follows:
3. Section 3(a)(iv) is hereby deleted in its entirety and is
replaced with corrected Section 3(a)(iv) to read as follows:
"(iv) authorize a sale of any substantial portion of the assets
of the Corporation or any subsidiary or subsidiaries (other than
sales of stores owned by the Corporation or its subsidiaries), or
a recapitalization or reorganization of the Corporation or any
subsidiary or subsidiaries of the Corporation (other than stock
splits, combinations and/or dividends;"
4. Section 3(a)(v) is hereby deleted in its entirety and is replaced
with a corrected Section 3(a)(v) to read as follows:
"(v) take any action that results in the Corporation or any
subsidiary or subsidiaries of the Corporation incurring or
assuming more than $1,000,000 of funded indebtedness (other than
borrowings under the Corporation's existing line of credit,
either on an individual or accumulative basis except (A) that the
Corporation may obtain substitute financings for its existing
line of credit on similar terms from a substitute lender up to
the outstanding loan balance on the existing line of credit on
the date of such substitution, and (B) as contemplated by the
Corporation and described in the Purchase Agreement dated as of
August 11, 2000.)"
Executed on this ___ day of August, 2000.
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Secretary
