REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2010 • Burger King Holdings Inc • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2010 (the “Agreement”), is entered into by and among Blue Acquisition Sub, Inc., a Delaware corporation (the “Merger Sub”), the guarantors listed on the signature pages hereto (the “Guarantors”) and J.P. Morgan Securities LLC for itself and on behalf of Barclays Capital Inc., Fifth Third Securities, Inc., Morgan Keegan & Company, Inc. and UniCredit Capital Markets, Inc. (the “Initial Purchasers”).
CREDIT AGREEMENT dated as of October 19, 2010, as Amended and Restated as of February 15, 2011, among BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,...Credit Agreement • March 23rd, 2011 • Burger King Holdings Inc • Retail-eating places • Delaware
CREDIT AGREEMENT dated as of October 19, 2010, as amended and restated as of February 15, 2011 (this “Agreement”), among BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, as the borrower and the target (the “Target”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS CAPITAL, as Syndication Agent, and FIFTH THIRD BANK, REGIONS BANK and UNICREDIT BANK AG, as Documentation Agents.
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2012 • Burger King Holdings Inc • Retail-eating places • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 2, 2010, by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Jose Cil (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among BLUE ACQUISITION HOLDING CORPORATION, BLUE ACQUISITION SUB, INC. and BURGER KING HOLDINGS, INC. dated as of September 2, 2010Merger Agreement • September 3rd, 2010 • Burger King Holdings Inc • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 2, 2010, is entered into by and among Blue Acquisition Holding Corporation, a Delaware corporation (“Parent”), Blue Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Burger King Holdings, Inc., a Delaware corporation (the ‘‘Company”). Each of Parent, Sub and the Company are referred to herein as a ‘‘Party” and together as “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
BLUE ACQUISITION SUB, INC. AND WILMINGTON TRUST FSB, AS TRUSTEE 9⅞% Senior Notes due 2018 INDENTURE Dated as of October 19, 2010Indenture • October 21st, 2010 • Burger King Holdings Inc • Retail-eating places • New York
INDENTURE dated as of October 19, 2010, among BLUE ACQUISITION SUB, INC., a Delaware corporation (“Merger Sub”), and WILMINGTON TRUST FSB (the “Trustee”), as Trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2008 • Burger King Holdings Inc • Retail-eating places
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 5, 2008 by and between BK ASIAPAC, PTE. LTD. (together with any Successor thereto, the “Company”), and PETER TAN (“Executive”).
FORM OF MANAGEMENT STOCK OPTION AGREEMENTManagement Stock Option Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • Delaware
THIS MANAGEMENT STOCK OPTION AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “Agreement”), dated as of __________, _____, is made by and among Burger King Holdings, Inc., a Delaware corporation (or any Successor thereto, the “Company”), Burger King Corporation, a Florida corporation (or any Successor thereto, “Burger King”), and the individual whose name appears on the signature page hereof (the “Grantee”).
UNDERWRITING AGREEMENT BURGER KING HOLDINGS, INC. 15,000,000 Shares of Common StockUnderwriting Agreement • May 8th, 2008 • Burger King Holdings Inc • Retail-eating places • New York
Each of the stockholders listed on Schedule 1 hereto (each a “Selling Stockholder” and, together, the “Selling Stockholders”) proposes to sell, severally and not jointly, to Goldman, Sachs & Co. (the “Underwriter”) 15,000,000 shares of common stock, par value $0.01 per share, of Burger King Holdings, Inc., a Delaware corporation (the “Company” and such shares, the “Shares”), as set forth on Schedule 1 hereto. The common stock of the Company is herein referred to as the “Stock.”
STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • September 3rd, 2010 • Burger King Holdings Inc • Retail-eating places • Delaware
STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto (each a “Stockholder”).
AMENDMENT NO. 1, dated as of September 1, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the...Employment Agreement • September 3rd, 2010 • Burger King Holdings Inc • Retail-eating places • Florida
WHEREAS, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 1, 2010, by and among Burger King Holdings, Inc., a Delaware corporation and parent company of the Company (“BHI”), Blue Acquisition Holding Corporation, a Delaware corporation (“Parent”), and Blue Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into BHI (the “Merger”) and BHI will become a wholly owned subsidiary of Parent;
FORM OF BOARD MEMBER STOCK OPTION AGREEMENTBoard Member Stock Option Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • Delaware
THIS BOARD MEMBER STOCK OPTION AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “Agreement”), dated as of _______________, is made by and among Burger King Holdings, Inc., a Delaware corporation (or any Successor thereto, the “Company”), Burger King Corporation, a Florida corporation (or any Successor thereto, “Burger King”), and the individual whose name appears on the signature page hereof (the “Grantee”).
FORM OF MANAGEMENT RESTRICTED UNIT AGREEMENTManagement Restricted Unit Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • Delaware
THIS MANAGEMENT RESTRICTED UNIT AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “Agreement”), dated as of _____________________, is made by and among Burger King Holdings, Inc., a Delaware corporation (or any Successor thereto, the “Company”), Burger King Corporation, a Florida corporation (or any Successor thereto, “Burger King”), and the individual whose name appears on the signature page hereof (the “Grantee”).
SPECIAL MANAGEMENT RESTRICTED UNIT AGREEMENTSpecial Management Restricted Unit Agreement • May 2nd, 2006 • Burger King Holdings Inc • Retail-eating places • Delaware
THIS SPECIAL MANAGEMENT RESTRICTED UNIT AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “Agreement”), dated as December 1, 2003, is made by and among Burger King Holdings, Inc., a Delaware corporation (or any Successor thereto, the “Company”), Burger King Corporation, a Florida corporation (or any Successor thereto, “Burger King”), and the individual whose name appears on the signature page hereof (the “Grantee”).
BURGER KING HOLDINGS, INC. EQUITY INCENTIVE PLAN OPTION AWARDOption Award Agreement • February 5th, 2008 • Burger King Holdings Inc • Retail-eating places • Florida
Unless defined in this Option Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. Equity Incentive Plan (as may be amended from time to time, the “Plan”).
AGREEMENT OF TERMINATION AND CANCELLATION OF LEASETermination and Cancellation of Lease • May 9th, 2007 • Burger King Holdings Inc • Retail-eating places • Florida
This Agreement of Termination and Cancellation of Lease (the “Termination Agreement”), dated this 7th day of May, 2007, by and between CM LeJeune, LLLP, a Delaware limited liability limited partnership doing business in Florida as CM LeJeune, LLLP, Ltd., whose address is 2855 South LeJeune Road, Fourth Floor, Coral Gables, Florida 33134 (“Landlord”) and BURGER KING CORPORATION, a Florida corporation, whose address is 5505 Blue Lagoon Drive, Miami, Florida 33126 (“Tenant”).
FORM OF MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENTManagement Subscription and Shareholders’ Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • Delaware
THIS MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “Agreement”), dated as of ______________, 2006, is made by and among Burger King Holdings, Inc., a Delaware corporation (the “Company”), Burger King Corporation, a Florida corporation (“Burger King”), and the purchaser whose name appears on the signature page hereof (the “Purchaser”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 15, 2006, among BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP NORTH AMERICA, INC., as...Credit Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 15, 2006 (this “Agreement”), among BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and CITICORP NORTH AMERICA, INC., as Syndication Agent.
August 22, 2006 Personal & Confidential Peter Robinson 16113 W. McGinty Road Wayzata, MN 55391 Dear Peter:Assignment Letter • November 5th, 2008 • Burger King Holdings Inc • Retail-eating places
Further to our discussions, I am pleased to confirm the terms and conditions of your temporary international assignment (the “Assignment”) to Switzerland (the “Host Country”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2011 • Burger King Holdings Inc • Retail-eating places • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 4th day of May, 2010, by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Natalia Franco (“Executive”).
ContractEmployment Agreement • March 14th, 2012 • Burger King Holdings Inc • Retail-eating places • Florida
AMENDMENT NO. 1, dated as of November 5, 2010 (this “Amendment”), to the Employment Agreement by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”) and Steven M. Wiborg (the “Executive”), dated as of October 21, 2010 (the “Employment Agreement”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement, unless otherwise defined herein.
BURGER KING WORLDWIDE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN OPTION AWARD AGREEMENTOption Award Agreement • May 12th, 2011 • Burger King Holdings Inc • Retail-eating places • Delaware
Unless defined in this Option Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN PERFORMANCE AWARD RESTRICTED STOCK UNITSPerformance Award Agreement • August 27th, 2009 • Burger King Holdings Inc • Retail-eating places • Florida
Unless defined in this Performance Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).
BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • May 16th, 2006 • Burger King Holdings Inc • Retail-eating places • Florida
Unless defined in this Restricted Stock Unit Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).
PRIVATE & PERSONAL July 12, 2007Employment Agreement • September 7th, 2007 • Burger King Holdings Inc • Retail-eating places
This letter is to inform you of the details of your base salary increase. All capitalized terms shall have the meanings ascribed to them in that certain Employment Agreement between Burger King Corporation (“BKC”) and you, dated as of April 7, 2006 (the “Employment Agreement”), unless otherwise defined herein.
AMENDMENT TO MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENTManagement Subscription and Shareholders’ Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places
AMENDMENT TO MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT, dated as of November __, 2005 (the “Amendment”), by and among BURGER KING HOLDINGS, INC. (the “Company”), BURGER KING CORPORATION (“Burger King”), and the Management Shareholder whose name appears on the signature page hereof.
BLUE ACQUISITION SUB, INC. (to be merged with and into Burger King Holdings, Inc.) Purchase AgreementPurchase Agreement • October 21st, 2010 • Burger King Holdings Inc • Retail-eating places • New York
Blue Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), which is a direct wholly-owned subsidiary of Blue Acquisition Holding Corporation, a Delaware corporation (“Parent”) and a subsidiary of 3G Special Situations Fund II, L.P. (“3G Capital Fund”), to be merged with and into Burger King Holdings, Inc., a Delaware corporation (the “Holdings”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $800,000,000 principal amount of its 9.875% Senior Notes due 2018 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 19, 2010 (the “Indenture”) among Merger Sub and Wilmington Trust FSB, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of the Escrow Release Date (the “Supplemental Indenture”) and entered into by Burg
UNDERWRITING AGREEMENT BURGER KING HOLDINGS, INC. _____ Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • New York
c/o J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 and Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 and Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 and Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2007 • Burger King Holdings Inc • Retail-eating places • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 20, 2006 by and between Burger King Corporation, a Florida corporation (together with any Successor thereto, the “Company”), and Anne Chwat (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 7 day of April 2006 by and between Burger King Corporation, a Florida corporation (together with any successor thereto, the “Company”), and John Chidsey (“Executive”).
BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARDRestricted Stock Award Agreement • August 26th, 2010 • Burger King Holdings Inc • Retail-eating places • Florida
Unless defined in this Restricted Stock Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).
FORM OF BOARD MEMBER SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENTSubscription and Shareholders’ Agreement • April 24th, 2006 • Burger King Holdings Inc • Retail-eating places • Delaware
THIS BOARD MEMBER SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “Agreement”), dated as of ___________ ___, ____, is made by and among Burger King Holdings, Inc., a Delaware corporation (the “Company”), Burger King Corporation, a Florida corporation (“Burger King”), and the purchaser whose name appears on the signature page hereof (the “Purchaser”).
BURGER KING HOLDINGS, INC. 2006 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • May 5th, 2008 • Burger King Holdings Inc • Retail-eating places • Florida
Unless defined in this Restricted Stock Unit Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER BY AND AMONG JUSTICE HOLDINGS LIMITED, JUSTICE DELAWARE HOLDCO INC., JUSTICE HOLDCO LLC and BURGER KING WORLDWIDE HOLDINGS, INC. Dated April 3, 2012Business Combination Agreement • April 10th, 2012 • Burger King Holdings Inc • Retail-eating places • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of April 3, 2012, by and among Justice Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“Justice”), Justice Delaware Holdco Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Justice (“New Holdco”), Justice Holdco LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of New Holdco (“Merger Sub LLC”), and Burger King Worldwide Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms shall have the respective meanings ascribed thereto in Article I.
STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • September 3rd, 2010 • Burger King Holdings Inc • Retail-eating places • Delaware
STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of September 2, 2010 is by and between Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto (each a “Stockholder”).
BURGER KING HOLDINGS, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • May 16th, 2006 • Burger King Holdings Inc • Retail-eating places • Florida
Unless defined in this Restricted Stock Unit Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. Equity Incentive Plan (as it may be amended from time to time, the “Plan”).
