CREDIT AGREEMENT DATED AS OF SEPTEMBER 23, 1999 BY AND AMONG SBARRO, INC.Credit Agreement • October 8th, 1999 • Sbarro Inc • Retail-eating places • New York
AMONGAgreement and Plan of Merger • January 21st, 1999 • Sbarro Inc • Retail-eating places • New York
INDENTURESbarro Inc • October 8th, 1999 • Retail-eating places • New York
RecitalsEmployment Agreement • July 29th, 2005 • Sbarro Inc • Retail-eating places • New York
RecitalsEmployment Agreement • September 16th, 2003 • Sbarro Inc • Retail-eating places • New York
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SBARRO, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • October 8th, 1999 • Sbarro Inc • Retail-eating places • New York
AMONGAgreement and Plan of Merger • June 24th, 1999 • Sbarro Inc • Retail-eating places • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2010 • Sbarro Inc • Retail-eating places • New York
This EMPLOYMENT AGREEMENT, is made as of January 11, 2010 (this “Agreement”), by and among MidOcean SBR Holdings, LLC, a Delaware limited liability company (“Parent”), Sbarro, Inc., a New York corporation and a wholly-owned subsidiary of Parent (the “Company” and, together with Parent, “Sbarro”), and Mark Censoprano (“Executive”).
MIDOCEAN SBR HOLDINGS, LLC UNIT PURCHASE WARRANTExercise Agreement • March 30th, 2009 • Sbarro Inc • Retail-eating places • Delaware
FOR VALUE RECEIVED, MidOcean SBR Holdings, LLC, a Delaware limited liability company (the “Company”), hereby grants to MidOcean Partners III, L.P. or its registered assigns (the “Registered Holder”) the right to receive a number of Class A Units as specified in Section 1B below at a price per share of $0.01 (the “Exercise Price”). This Warrant is issued pursuant to the terms of that certain Second Lien Credit Agreement entered into as of March 26, 2009 by and among Sbarro Holdings, LLC, a Delaware limited liability company, Sbarro, Inc., a New York corporation, the lenders thereto and Natixis, New York Branch, as Administrative Agent and Collateral Agent. Certain capitalized terms used herein are defined in Section 4 hereof. Capitalized terms used herein but not defined shall have their respective meanings set forth in the Operating Agreement. The amount and kind of securities obtainable pursuant to the rights granted hereunder and the purchase price for such securities are subject to
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 30th, 2009 • Sbarro Inc • Retail-eating places • New York
THIRD FORBEARANCE AGREEMENTThird Forbearance Agreement • March 7th, 2011 • Sbarro Inc • Retail-eating places
This Third Forbearance Agreement (herein, the “Third Forbearance Agreement”) is made as of this 3rd day of March, 2011, by and among Sbarro, Inc., a New York corporation (the “Borrower”), Sbarro Holdings, LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined in the Credit Agreement) party hereto and Bank of America, N.A., as Administrative Agent.
FORBEARANCE AGREEMENTForbearance Agreement • January 5th, 2011 • Sbarro Inc • Retail-eating places
This Forbearance Agreement (herein, the “Forbearance Agreement”) is made as of this 3rd day of January, 2011, by and among Sbarro, Inc., a New York corporation (the “Borrower”), Sbarro Holdings, LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined in the Credit Agreement) party hereto and Bank of America, N.A., as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2009 • Sbarro Inc • Retail-eating places • New York
This EMPLOYMENT AGREEMENT, is made as of January 12, 2009 (this “Agreement”), by and among MidOcean SBR Holdings, LLC, a Delaware limited liability company (“Parent”), Sbarro, Inc., a New York corporation and a wholly-owned subsidiary of Parent (the “Company” and, together with Parent, “Sbarro”), and Daniel G. Montgomery (“Executive”).
Exhibit 10.05 Confidential Treatment Requested has been requested for certain portions of this Agreement that have been redacted in this Exhibit. These portions are indicated by an asterisk (*). The omitted portions of this Agreement have been...Sbarro Inc • March 31st, 2003 • Retail-eating places • New York
Confidential Treatment Requested has been requested for certain portions of this Agreement that have been redacted in this Exhibit. These portions are indicated by an asterisk (*). The omitted portions of this Agreement have been separately filed with the Securities and Exchange Commission.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2009 • Sbarro Inc • Retail-eating places • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 26, 2009, among Sbarro Holdings, LLC, a Delaware limited liability company (“Holdings”), Sbarro, Inc., a New York corporation (the “Borrower”), and the Lenders party hereto, amends that certain CREDIT AGREEMENT (as amended, modified or waived prior to the date hereof, the “Credit Agreement”), dated as of January 31, 2007, among Sbarro, Inc., as Borrower, Sbarro Holdings, LLC, as Holdings, each Person from time to time party thereto as a Lender, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, Credit Suisse, as Syndication Agent, Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Book Managers, and Natixis and Bank of Ireland, as Co-Documentation Agents. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
Transaction OverviewSbarro Inc • January 26th, 2007 • Retail-eating places
The Acquisition. On November 22, 2006, MidOcean SBR Holdings, LLC (“Holdings”), a Delaware limited liability company and an affiliate of MidOcean Partners III, L.P. and its affiliates (“MidOcean” or the “Sponsor”), MidOcean SBR Acquisition Corp. (“Acquisition Corp.”), a New York corporation and a wholly-owned subsidiary of Holdings, the Company and the shareholders of the Company (the “Sellers”), entered into an agreement and plan of merger (as may be amended or supplemented, “Merger Agreement”). Pursuant to the Merger Agreement, Acquisition Corp. will be merged with and into the Company (the “Merger”) in exchange for consideration of $450 million in cash, subject to certain adjustments (including an adjustment for the amount of any outstanding debt). In addition, Sellers are entitled to receive a distribution of the cash on hand of the Company that is in excess of the sum of $11 million, which is to remain in the business, plus all amounts required to be paid in connection with specia
PLEDGE AGREEMENT dated as of March 26, 2009 among SBARRO, INC., as Borrower, SBARRO HOLDINGS, LLC, as Holdings, THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO, and NATIXIS, NEW YORK BRANCH, as Collateral AgentPledge Agreement • March 30th, 2009 • Sbarro Inc • Retail-eating places • New York
PLEDGE AGREEMENT dated as of March 26, 2009 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among SBARRO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), SBARRO, INC., a New York corporation (the “Borrower”), the other LOAN PARTIES from time to time party hereto and NATIXIS, NEW YORK BRANCH, as collateral agent for the Credit Parties (in such capacity, together with its successors, the “Collateral Agent”).
LETTERHEAD OF BEAR STEARNS] As of January 19, 1999 Mr. Mario Sbarro Mr. Joseph Sbarro Mr. Anthony Sbarro The Trust of Carmela Sbarro Sbarro Merger LLC Gentlemen: We understand that Sbarro Merger LLC and Sbarro, Inc. (the "Company") have entered into...Sbarro Inc • June 24th, 1999 • Retail-eating places
We understand that Sbarro Merger LLC and Sbarro, Inc. (the "Company") have entered into an Agreement and Plan of Merger dated as of January 19, 1999, pursuant to which, among other things, all shareholders of the Company, other than the Continuing Shareholders (as defined in the Agreement and Plan of Merger), will receive $28.85 per share in cash (the "Transaction").
SECOND LIEN CREDIT AGREEMENT dated as of March 26, 2009 among SBARRO, INC., as Borrower, SBARRO HOLDINGS, LLC, as Holdings, THE LENDERS FROM TIME TO TIME PARTY HERETO, and NATIXIS, NEW YORK BRANCH as Administrative Agent and Collateral Agent,Second Lien Credit Agreement • March 30th, 2009 • Sbarro Inc • Retail-eating places • New York
This Second Lien Credit Agreement (“Agreement”) is entered into as of March 26, 2009 among SBARRO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), SBARRO, INC., a New York corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Natixis, New York Branch, as Administrative Agent and Collateral Agent.
SECOND FORBEARANCE AGREEMENTSecond Forbearance Agreement • February 1st, 2011 • Sbarro Inc • Retail-eating places • New York
This Second Forbearance Agreement (herein, the “Second Forbearance Agreement”) is made as of this 31st day of January, 2011, by and among Sbarro, Inc., a New York corporation (the “Borrower”), Sbarro Holdings, LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined in the Credit Agreement) party hereto and Bank of America, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 29th, 2006 • Sbarro Inc • Retail-eating places • New York
THIS AGREEMENT AND PLAN OF MERGER is made as of November 22, 2006 (this “Agreement”), among MidOcean SBR Holdings, LLC, a Delaware limited liability company with offices c/o MidOcean Partners, 320 Park Avenue, Suite 1700, New York, NY 10022 (the “Parent”), MidOcean SBR Acquisition Corp., a New York corporation with offices c/o MidOcean Partners, 320 Park Avenue, Suite 1700, New York, NY 10022 (the “Merger Sub”), Sbarro, Inc., a New York corporation with offices at 401 Broadhollow Road, Melville, NY 11747 (the “Company”), and the persons set forth on Exhibit A hereto (collectively, the “Stockholders”), who together own all of the issued and outstanding capital stock of the Company.
January 12, 2009Sbarro Inc • January 15th, 2009 • Retail-eating places • New York
SECURITY AGREEMENT dated as of March 26, 2009 among SBARRO, INC., as Borrower, SBARRO HOLDINGS, LLC, as Holdings, THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO, and NATIXIS, NEW YORK BRANCH, as Collateral AgentSecurity Agreement • March 30th, 2009 • Sbarro Inc • Retail-eating places • New York
SECURITY AGREEMENT dated as of March 26, 2009 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among SBARRO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), SBARRO, INC., a New York corporation (the “Borrower”), the other LOAN PARTIES from time to time party hereto, NATIXIS, NEW YORK BRANCH, as collateral agent for the Credit Parties (as defined herein) (in such capacity, together with its successors, the “Collateral Agent”).
July 28, 2010 Peter Beaudrault c/o Sbarro, Inc.Transition Agreement • July 28th, 2010 • Sbarro Inc • Retail-eating places
GUARANTY dated as of March 26, 2008 among SBARRO HOLDINGS, LLC, and THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, and NATIXIS, NEW YORK BRANCH, as Administrative AgentGuaranty • March 30th, 2009 • Sbarro Inc • Retail-eating places • New York
GUARANTY dated as of March 26, 2008 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among SBARRO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors from time to time party hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and Natixis, New York Branch, as Administrative Agent for the benefit of the Credit Parties referred to herein.
VISTAR / VSASbarro Inc • March 29th, 2004 • Retail-eating places
