MIDOCEAN SBR HOLDINGS, LLC UNIT PURCHASE WARRANTWarrant 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
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.
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”).
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.
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”).
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.
