|
|
|
|
Document Preview Pledge Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Pledge Agreement |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
Preview shows 31KB of 134KB total |
|||
|
Price: |
$50 |
|||
|
ID: |
#2835333 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
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 HERETO,
and
BANK OF AMERICA, N.A.,
as Collateral Agent
TABLE OF CONTENTSa
| Page | ||||
| ARTICLE I | ||||
| DEFINITIONS | ||||
| Section 1.01 | Terms Defined in the Credit Agreement | 2 | ||
| Section 1.02 | Terms Defined in the UCC | 2 | ||
| Section 1.03 | Additional Definitions | 2 | ||
| Section 1.04 | Terms Generally | 10 | ||
| ARTICLE II | ||||
| THE SECURITY INTERESTS | ||||
| Section 2.01 | Grant of Security Interests | 10 | ||
| Section 2.02 | Collateral | 10 | ||
| Section 2.03 | Security Interests Absolute | 11 | ||
| Section 2.04 | Continuing Liability Under Collateral | 13 | ||
| ARTICLE III | ||||
| REPRESENTATIONS AND WARRANTIES | ||||
| Section 3.01 | Title to Collateral | 14 | ||
| Section 3.02 | Governmental Authority | 14 | ||
| Section 3.03 | Collateral | 14 | ||
| Section 3.04 | No Consents | 15 | ||
| ARTICLE IV | ||||
| COVENANTS | ||||
| Section 4.01 | Delivery of Collateral | 15 | ||
| Section 4.02 | Reserved | 16 | ||
| Section 4.03 | Change of Name, Organizational Structure or Location; Subjection to Other Security Agreements | 16 | ||
| Section 4.04 | Further Actions | 16 | ||
| Section 4.05 | Disposition of Collateral | 17 | ||
| Section 4.06 | Additional Collateral | 17 | ||
| Section 4.07 | Information Regarding Collateral | 17 | ||
|
a |
The Table of Contents is not a part of the Pledge Agreement. |
-i-
| Page | ||||
| ARTICLE V | ||||
| DISTRIBUTIONS ON COLLATERAL; VOTING | ||||
| Section 5.01 | Right to Receive Distributions on Collateral; Voting | 18 | ||
| ARTICLE VI | ||||
| GENERAL AUTHORITY; REMEDIES | ||||
| Section 6.01 | General Authority | 19 | ||
| Section 6.02 | Authority of Collateral Agent | 20 | ||
| Section 6.03 | Remedies upon Event of Default | 20 | ||
| Section 6.04 | Securities Act | 21 | ||
| Section 6.05 | Other Rights of the Collateral Agent | 22 | ||
| Section 6.06 | Limitation on Duty of the Collateral Agent in Respect of Collateral | 22 | ||
| Section 6.07 | Waiver and Estoppel | 23 | ||
| Section 6.08 | Application of Proceeds | 24 | ||
| ARTICLE VII | ||||
| THE COLLATERAL AGENT | ||||
| Section 7.01 | Concerning the Collateral Agent | 24 | ||
| Section 7.02 | Appointment of Co-Collateral Agent | 25 | ||
| Section 7.03 | Appointment of Sub-Agents | 25 | ||
| ARTICLE VIII | ||||
| MISCELLANEOUS | ||||
| Section 8.01 | Notices | 25 | ||
| Section 8.02 | No Waivers; Non-Exclusive Remedies | 26 | ||
| Section 8.03 | Compensation and Expenses of the Collateral Agent; Indemnification | 26 | ||
| Section 8.04 | Enforcement | 27 | ||
| Section 8.05 | Amendments and Waivers | 27 | ||
| Section 8.06 | Successors and Assigns | 28 | ||
| Section 8.07 | Governing Law | 28 | ||
| Section 8.08 | Limitation of Law; Severability | 28 | ||
| Section 8.09 | Counterparts; Effectiveness | 29 | ||
| Section 8.10 | Additional Loan Parties | 29 | ||
| Section 8.11 | Termination; Release of Loan Parties | 29 | ||
| Section 8.12 | Entire Agreement | 30 | ||
| Section 8.13 | No Conflict | 30 | ||
-ii-
| Schedules: | ||||
| Schedule I | - | List of Pledged Shares | ||
| Schedule II | - | List of Pledged Notes | ||
| Schedule III | - | List of Pledged LLC Interests | ||
| Schedule IV | - | List of Pledged Partnership Interests | ||
| Exhibits: | ||||
| Exhibit A | - | Form of Issuer Control Agreement | ||
| Exhibit B | - | Form of Securities Account Control Agreement | ||
-iii-
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).
Holdings and the Borrower propose to enter into a Credit Agreement dated as of January 31, 2007 (as amended, restated, modified, supplemented, restructured or refinanced from time to time, the Credit Agreement) among Holdings, MidOcean SBR Acquisition Corp. (AcquisitionCo), Sbarro, the banks and other lending institutions from time to time party thereto (each a Lender and, collectively, the Lenders), Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer (together with its successor or successors in each such capacity, the Administrative Agent, the Collateral Agent, the Swing Line Lender and the L/C Issuer, respectively), Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint book managers, Credit Suisse, as syndication agent (together with its successor or successors in each such capacity, the Syndication Agent) and Nataxis and Bank of Ireland as Co-Documentation Agents (the Co-Documentation Agents).
|
End of Preview |
Home Intelligence Services Subscriptions News About Us