SBARRO, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
Sbarro, Inc., a New York corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and Banc of America Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of January 24, 2007 (the “Purchase Agreement”), $150,000,000 aggregate principal amount of its Senior Notes (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the guarantors listed on Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, of even date herewith (the “Indenture”) among the Company, the Guarantors named therein and The Bank of New York (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
This EMPLOYMENT AGREEMENT, is made as of January 31, 2007 (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 Tony Martin (“Executive”).
OPERATING AGREEMENT OF NEW YORK STATE LIMITED LIABILITY COMPANYOperating Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
This Operating Agreement (“Agreement”) of Carmela’s LLC (the “Company”), effective as of this 16th day of July, 2004, by, between and among the undersigned confirms our understanding as to the matters contained herein.
OPERATING AGREEMENT OF UMBERTO HAUPPAUGE, LLCOperating Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
OPERATING AGREEMENT (hereinafter called this “Agreement”) dated as of October 14, 1997, between SBARRO NEW HYDE PARK, INC., a New York corporation (referred to as “SBARRO”), and UMBERTO CORTEO, an individual residing at 1 Prince Path, Old Westbury, New York 11568 (referred to as “CORTEO” or “Umberto Corteo”). CORTEO and SBARRO are sometimes referred to collectively as “Members” and individually as “Member”.
CREDIT AGREEMENT dated as of January 31, 2007 among MIDOCEAN SBR ACQUISITION CORP., as Borrower prior to the Merger, SBARRO, INC., as Borrower following the Merger, SBARRO HOLDINGS, LLC, as Holdings, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF...Credit Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
This Credit Agreement (“Agreement”) is entered into as of January 31, 2007 among SBARRO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MIDOCEAN SBR ACQUISITION CORP., a New York corporation (“AcquisitionCo” and, prior to the Merger, the “Borrower”), SBARRO, INC., a New York corporation (“Sbarro” and, following the Merger, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, CREDIT SUISSE, as Syndication Agent, and BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Book Managers (collectively, the “Lead Arrangers”), NATIXIS and BANK OF IRELAND, as Co-Documentation Agents (the “Co-Documentation Agents”).
PLEDGE AGREEMENT dated as of January 31, 2007 among MIDOCEAN SBR ACQUISITION CORP., as Borrower prior to the Merger, SBARRO, INC., as Borrower following the Merger, SBARRO HOLDINGS, LLC, as Holdings, THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY...Pledge Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
PLEDGE AGREEMENT dated as of January 31, 2007 (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 (“Sbarro” and, following the Merger, the “Borrower”), the other LOAN PARTIES from time to time party hereto and BANK OF AMERICA, N.A., as collateral agent for the Finance Parties (in such capacity, together with its successors, the “Collateral Agent”).
SECURITY AGREEMENT dated as of January 31, 2007 among MIDOCEAN SBR ACQUISITION CORP., as Borrower prior to the Merger, SBARRO, INC., as Borrower following the Merger, SBARRO HOLDINGS, LLC, as Holdings, THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY...Security Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
SECURITY AGREEMENT dated as of January 31, 2007 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among SBARRO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MIDOCEAN SBR ACQUISITION CORP., a New York corporation (“AcquisitionCo” and, prior to the Merger, the “Borrower”), SBARRO, INC., a New York corporation (“Sbarro” and, following the Merger, the “Borrower”), the other LOAN PARTIES from time to time party hereto, BANK OF AMERICA, N.A., as collateral agent for the Finance Parties (as defined herein) (in such capacity, together with its successors, the “Collateral Agent”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
This PROFESSIONAL SERVICES AGREEMENT, dated as of January 31, 2007 (the “Agreement”), by and among Sbarro, Inc., a New York corporation (the “Company”), MidOcean SBR Holdings, LLC, a Delaware limited liability company (“Parent”), and MidOcean US Advisor, LP, a Delaware limited partnership (“MidOcean”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • Delaware
This INDEMNIFICATION AGREEMENT is made as of January 31, 2007 (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 [ ] (the “Indemnitee”).
GUARANTY dated as of January 31, 2007 among SBARRO HOLDINGS, LLC, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative AgentGuaranty • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
GUARANTY dated as of January 31, 2007 (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 BANK OF AMERICA, N.A., as Administrative Agent for the benefit of the Finance Parties referred to herein.
ENGAGEMENT AGREEMENTEngagement Agreement • April 13th, 2007 • Sbarro Express LLC • Retail-eating places • New York
This ENGAGEMENT AGREEMENT is made as of January 31, 2007 (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”), Steinberg, Fineo, Berger & Fischoff, P.C. (the “Firm”), and Mr. Stuart Steinberg.
