CREDIT AGREEMENT Dated as of October 27, 2014 among 1011778 B.C. UNLIMITED LIABILITY COMPANY, as the Parent Borrower, NEW RED FINANCE, INC., as the Subsidiary Borrower, 1013421 B.C. UNLIMITED LIABILITY COMPANY, as Holdings, JPMORGAN CHASE BANK, N.A.,...Credit Agreement • December 12th, 2014 • Burger King Worldwide, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT is entered into as of October 27, 2014, among 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the “Parent Borrower”), New Red Finance, Inc., a Delaware corporation (the “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (“Holdings”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, Collateral Agent and Swing Line Lender and each L/C Issuer and lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT dated as of September 28, 2012, among BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS BANK PLC and BANK OF AMERICA, N.A., as...Credit Agreement • October 29th, 2012 • Burger King Worldwide, Inc. • Retail-eating places • New York
CREDIT AGREEMENT dated as of September 28, 2012 (this “Agreement”), among BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, as the borrower (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS BANK PLC and BANK OF AMERICA, N.A., as Syndication Agents, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, HSBC BANK USA, N.A., GOLDMAN SACHS BANK USA, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and REGIONS BANK, as Documentation Agents.
1011778 B.C. UNLIMITED LIABILITY COMPANY, as Issuer, NEW RED FINANCE, INC., as Co-Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $2,250,000,000 6.00% Second Lien Senior Secured Notes due...Indenture • December 12th, 2014 • Burger King Worldwide, Inc. • Retail-eating places • New York
INDENTURE dated as of October 8, 2014, among 1011778 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company organized under the laws of British Columbia (the “Issuer”), NEW RED FINANCE, INC., a Delaware corporation (the “Co-Issuer”, and together with the Issuer, the “Issuers” and each, individually, an “Issuer”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee and as collateral agent.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 25th, 2012 • Burger King Worldwide, Inc. • Retail-eating places • Delaware
This Director Indemnification Agreement, dated as of June __, 2012 (this “Agreement”), is made by and between Burger King Worldwide Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2012 • Burger King Worldwide, Inc. • Retail-eating places • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of June 19, 2012, is by and among Justice Delaware Holding, Inc., a Delaware corporation (the “Company”), Pershing Square, L.P., a Delaware limited partnership (“Pershing Square”), Pershing Square II, L.P., a Delaware limited partnership (“Pershing Square II”), Pershing Square International, Ltd., a Cayman Islands exempted company (“Pershing Square Island”) and William Ackman (“Ackman” and, collectively with Pershing Square, Pershing Square II and Pershing Square Island, the “Pershing Stockholders” or the “Investors”).
BURGER KING WORLDWIDE HOLDINGS, INC.Option Award Agreement • February 21st, 2014 • Burger King Worldwide, Inc. • Retail-eating places • Delaware
This Amended and Restated Option Award Agreement (the “Award Agreement”) amends, restates, supersedes and replaces the Option Award Agreement between the Participant and Burger King Worldwide Holdings, Inc., the predecessor-in-interest of Burger King Worldwide, Inc. (the “Company”), with respect to a Non-Qualified Stock Option (the “Option”) granted to the Participant on February 21, 2012. Unless defined in this Award Agreement, capitalized terms will have the same meanings ascribed to them in the Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan (the “Plan”).
BURGER KING CAPITAL HOLDINGS, LLC BURGER KING CAPITAL FINANCE, INC. AND WILMINGTON TRUST FSB, AS TRUSTEE 11% Senior Discount Notes due 2019 INDENTURE Dated as of April 19, 2011Indenture • June 8th, 2012 • Justice Delaware Holdco Inc. • Retail-eating places • New York
INDENTURE dated as of April 19, 2011, among BURGER KING CAPITAL HOLDINGS, LLC, a Delaware limited liability company (the “Company”), BURGER KING CAPITAL FINANCE, INC., a Delaware corporation (“BK Finance” and, together with the Company, the “Issuers”), and WILMINGTON TRUST FSB (the “Trustee”), as Trustee.
BURGER KING WORLDWIDE, INC. AMENDED AND RESTATED 2012 OMNIBUS INCENTIVE PLAN BOARD MEMBER RESTRICTED STOCK UNIT AWARD AGREEMENTBoard Member Restricted Stock Unit Award Agreement • February 21st, 2014 • Burger King Worldwide, Inc. • Retail-eating places • Delaware
On or before December 31, 2012 you made an election to forgo some or all of your annual retainer paid to you as a Director and fees paid to you as a Director for attending meetings of the Board or any committee of the Board and for serving as chairman of, or being on, a committee of the Board (collectively referred to as “Fees”), and instead to be granted Restricted Stock Units (“RSUs”). Pursuant to your election, you have elected to forgo $ in Fees otherwise payable in 2013. The number of RSUs awarded to you pursuant to this Board Member Restricted Stock Unit Award Agreement (this “Award Agreement”) is equal to the number of Shares having a value equal to the $ you have elected to forgo, divided by the Fair Market Value of a Share (as determined under the Plan referred to below), multiplied by two.
BURGER KING WORLDWIDE, INC. AMENDED AND RESTATED 2012 OMNIBUS INCENTIVE PLAN BOARD MEMBER OPTION AWARD AGREEMENTBoard Member Option Award Agreement • July 31st, 2013 • Burger King Worldwide, Inc. • Retail-eating places • Delaware
This Award is issued pursuant to the Company’s compensation program for the Board and represents the initial Option authorized under such program. 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, Inc. Amended and Restated 2012 Omnibus Incentive Plan (as may be further amended from time to time, the “Plan”).
GUARANTY dated as of December 12, 2014 among 1013421 B.C. UNLIMITED LIABILITY COMPANY, as Guarantor CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, as Guarantors and JPMORGAN CHASE BANK, N.A., as Collateral AgentGuaranty • December 12th, 2014 • Burger King Worldwide, Inc. • Retail-eating places • New York
GUARANTY dated as of December 12, 2014, among 1013421 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (“Holdings”), certain Subsidiaries of the Parent Borrower (as defined below) from time to time party hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Collateral Agent (as defined below).
BURGER KING WORLDWIDE, INC. AMENDED AND RESTATED 2012 OMNIBUS INCENTIVE PLAN MATCHING OPTION AWARD AGREEMENTMatching Option Award Agreement • February 21st, 2014 • Burger King Worldwide, Inc. • Retail-eating places • Delaware
Unless defined in this Matching Option Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Worldwide, Inc. Amended and Restated 2012 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
Supplemental IndentureSupplemental Indenture • December 12th, 2014 • Burger King Worldwide, Inc. • Retail-eating places • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 12, 2014, by and among 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the “Issuer”), New Red Finance, Inc., a Delaware corporation (the “Co-Issuer”, and together with the Issuer, the “Issuers”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Wilmington Trust, National Association, as Trustee and Collateral Agent under the Indenture referred to below.
CONTINGENT CONTRIBUTION AGREEMENTContingent Contribution Agreement • May 9th, 2012 • Justice Delaware Holdco Inc. • Retail-eating places • Delaware
This CONTINGENT CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 3, 2012, is 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 direct wholly-owned subsidiary of Justice (“New Holdco”), and each of the other parties set forth on the signature pages hereto (together with Justice and New Holdco, each a “Party”, and collectively the “Parties”).
BURGER KING WORLDWIDE HOLDINGS, INC.Option Award Agreement • April 26th, 2013 • Burger King Worldwide, 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”).
THIRD SUPPLEMENTAL INDENTURE TO ADD PARENT GUARANTORAdd Parent Guarantor • February 22nd, 2013 • Burger King Worldwide, Inc. • Retail-eating places • New York
This Third Supplemental Indenture is entered into as of August 1, 2012 (this “Supplemental Indenture”), by and among Burger King Worldwide, Inc., a Delaware corporation (the “New Guarantor”), the indirect parent company of Burger King Corporation, a Florida corporation (the “Issuer”), and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture referred to below.
GUARANTEE AND COLLATERAL AGREEMENT made by BURGER KING HOLDINGS, INC., BURGER KING CORPORATION, and THE GUARANTORS IDENTIFIED HEREIN in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of September 28, 2012Guarantee and Collateral Agreement • October 29th, 2012 • Burger King Worldwide, Inc. • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 28, 2012 made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the lending and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BURGER KING HOLDINGS, INC., a Delaware corporation (“Holdings”), BURGER KING CORPORATION, a Florida corporation, as the borrower (the “Borrower”), the Lenders, the Administrative Agent, and the other agents party thereto.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • June 28th, 2012 • Burger King Worldwide, Inc. • Retail-eating places • Florida
This Separation Agreement and General Release (this “Agreement”), dated June 1, 2012, is entered into by and between Burger King Corporation (the “Company”), and Jonathan Fitzpatrick (“you”).
BURGER KING WORLDWIDE, INC. AMENDED AND RESTATED 2012 OMNIBUS INCENTIVE PLAN BOARD MEMBER OPTION AWARD AGREEMENTOption Award Agreement • October 28th, 2013 • Burger King Worldwide, Inc. • Retail-eating places • Delaware
This Award is issued pursuant to the Company’s compensation program for the Board and represents the initial Option authorized under such program. 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, Inc. Amended and Restated 2012 Omnibus Incentive Plan (as may be further amended from time to time, the “Plan”).
ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. AND TIM HORTONS INC. AUGUST 26, 2014Voting Agreement • August 29th, 2014 • Burger King Worldwide, Inc. • Retail-eating places • Ontario
THIS AGREEMENT is made as of August 26, 2014 by and among Burger King Worldwide, Inc., a corporation incorporated under the laws of Delaware (“Parent”), 1011773 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (“Holdings”), New Red Canada Partnership, a general partnership organized under the laws of Ontario and wholly-owned Subsidiary of Holdings (“Partnership”), Blue Merger Sub, Inc., a corporation incorporated under the laws of Delaware and a wholly-owned Subsidiary of Partnership (“Merger Sub”), 8997900 Canada Inc., a corporation organized under the laws of Canada and a wholly-owned Subsidiary of Partnership (“Amalgamation Sub” and, together with Parent, Holdings, Partnership and Merger Sub, the “Parent Parties”), and Tim Hortons Inc., a corporation organized under the laws of Canada (the “Company”). Defined terms used in this Agreement shall have the meanings ascribed to them in Section 1.1.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2013 • Burger King Worldwide, Inc. • Retail-eating places • Florida
This Second Amendment to Employment Agreement (the “Amendment”) is made effective as of the 11th day of April, 2013 (the “Effective Date”), by and between BURGER KING CORPORATION, a Florida corporation (together with any Successor thereto, the “Company”), and STEVEN M. WIBORG (“Executive”).
FIRST SUPPLEMENTAL INDENTURE TO ADD PARENT GUARANTORAdd Parent Guarantor • February 22nd, 2013 • Burger King Worldwide, Inc. • Retail-eating places • New York
This First Supplemental Indenture is entered into as of August 1, 2012 (this “Supplemental Indenture”), by and among Burger King Worldwide, Inc., a Delaware corporation (the “New Guarantor”), the indirect parent company of Burger King Capital Holdings, LLC, a Delaware limited liability company (the “Company”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture referred to below.
GUARANTEE AGREEMENT made by BURGER KING WORLDWIDE, INC. in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of September 28, 2012Guarantee Agreement • October 29th, 2012 • Burger King Worldwide, Inc. • Retail-eating places • New York
GUARANTEE AGREEMENT, dated as of September 28, 2012 made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the lending and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BURGER KING HOLDINGS, INC., a Delaware corporation (“Holdings”), BURGER KING CORPORATION, a Florida corporation, as the borrower (the “Borrower”), the Lenders, the Administrative Agent, and the other agents party thereto.
