ADDENDUM
THIS ADDENDUM, dated as of March 17, 1999 ("Addendum"), is entered into
by and among Burger King Corporation, a Florida corporation ("BKC"),
International Fast Food Corporation, a Florida corporation ("IFFC"),
International Fast Food Polska S.A. z.o.o., a limited liability company
organized under the laws of Poland ("IFFP"), and Xxxxxxxx Xxxxxxxx ("Xxxxxxxx",
and together with IFFP and IFFC, the "IFFC Parties").
WHEREAS, pursuant to a Development Agreement by and among BKC and IFFC
(the "Development Agreement") BKC has granted IFFC the right to develop new
"Burger King" restaurants in the Republic of Poland;
WHEREAS, IFFC is the owner of all the issued and outstanding shares
(the "IFFP Shares") of International Fast Food Polska S.P. z.o.o. ("IFFP");
WHEREAS, Citibank (Poland) S.A. ("Citibank") has agreed to provide
credit to IFFP in the aggregate amount of U.S. $5,000,000, pursuant to a credit
agreement dated February 24, 1999 (the "Credit Agreement");
WHEREAS, BKC has issued a guarantee in favor of Citibank to secure the
repayment by IFFP of amounts borrowed under the Credit Agreement (the
"Guarantee");
WHEREAS, in consideration of the Guarantee, IFFC has granted BKC a
perfected security interest in the IFFP Shares to secure BKC's claims which may
arise as a result of the payment by BKC of any amounts under the Guarantee;
WHEREAS, pursuant to a Reimbursement Agreement (the "Reimbursement
Agreement") by and among IFFC, IFFP and BKC, IFFC has agreed to reimburse BKC
for any payments that it may be required to make to Citibank under the
Guarantee, together with related costs, expenses and interest, as more fully set
forth therein;
WHEREAS, pursuant to an Agreement for the Transfer of Title to Share by
way of Security dated of even date herewith by and between IFFC, BKC and IFFP
(the "Security Agreement), IFFC has granted BKC a security interest in and to
the IFFP Shares, which permits BKC to retain the IFFP Shares in the event that
BKC is required to make any payment under the Guarantee and neither IFFC nor
IFFP reimburse BKC for the amount of such payment and other items under the
Reimbursement Agreement;
WHEREAS, pursuant to a Purchase Agreement by and among the IFFC Parties
and BKC (the "Purchase Agreement", and together with the Development Agreement,
the Credit Agreement, the Guarantee, the Reimbursement Agreement, and the
Security Agreement, the "Transaction Documents"), in the event that BKC has the
right to retain the IFFP Shares in the event that BKC is required to make a
payment under the Guarantee, BKC has agreed to sell the IFFP Shares to IFFC and
IFFC has agreed to purchase such shares upon the terms and subject to the
conditions set forth therein
WHEREAS, in connection with, and in consideration of, the foregoing,
BKC and IFFC have agreed to amend the Development Agreement; and
WHEREAS, Citibank and IFFP have agreed to extend the maturity date of
indebtedness under the Credit Agreement from December 31, 1999 to January 15,
2000.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree has follows:
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1. Confirmation.
The IFFC Parties and BKC hereby acknowledge and agree that the
amendment to the Credit Agreement which extends the maturity date of the
indebtedness thereunder until January 15, 2000 shall not affect their respective
obligations under the Transaction Documents.
2. Miscellaneous.
(a) Third Party Beneficiaries. Citibank shall be deemed to be
a third party beneficiary of this Addendum to the same extent as if it was a
party hereto.
(b) Further Assurances. Each of the parties hereto agrees with
the other parties hereto that it will cooperate with such other parties and will
execute and deliver, or cause to be executed and delivered, all such other
instruments and documents, and will take such other actions, as such other
parties may reasonably request from time to time to effectuate the provisions
and purposes of this Addendum.
(c) Binding on Successors, Transferees and Assigns;
Assignment. This Addendum shall be binding upon the parties hereto and their
respective successors, transferees and assigns. Notwithstanding the foregoing
none of the parties hereto may assign any of its obligations hereunder with the
prior written consent of the other parties hereto; provided, that BKC may assign
its rights and delegate its duties under this Addendum to one or more of its
subsidiaries or affiliates.
(d) Amendments; Waivers. No amendment to or waiver of any
provisions of this Addendum, nor consent to any departure therefrom by any party
hereto, shall in any event be effective unless the same shall be in writing and
signed by such party, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. Further, any
subsequent amendment to the Credit Agreement or any departure from the terms
thereof shall require the prior written consent of BKC.
(e) No Waiver; Remedies. No failure on the part of any party
hereto to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any right. The remedies herein provided are cumulative and not exclusive of
any remedy provided by law.
(f) `Expenses. IFFC shall pay or reimburse BKC for all of its
legal, accounting and other expenses directly related to the consummation of the
transactions contemplated hereby, together with the costs and expenses of
preparing this Addendum.
(g) Jurisdiction. Any claim arising out of this Addendum shall
be brought in any state or federal court located in Miami-Dade County, Florida,
United States. For the purpose of any suit, action or proceeding instituted with
respect to any such claim, each of the parties hereto irrevocably submits to the
jurisdiction of such courts in Miami-Dade County, Florida, United States. Each
of the parties hereto further irrevocably consents to the service of process out
of said courts by mailing a copy thereof by registered mail, postage prepaid, to
such party and agrees that such service, to the fullest extent permitted by law,
(i) shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding and (ii) shall be taken and held to be a valid
personal service upon and a personal delivery to it. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any such court located in Miami-Dade County,
Florida, United States, and any claim that any such suit, action or proceeding
brought in such court has been brought in an inconvenient forum. Notwithstanding
the foregoing, at the option of BKC, any claims against IFFP hereunder shall be
settled by the Arbitration Court at the Polish Chamber of Commerce with its seat
in Warsaw in accordance with its rules, and all such proceedings will be
conducted in the English language.
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(h) Governing Law; Severability. This Addendum shall be
governed by and construed in accordance with the internal laws of the State of
Florida, United States, without regard to any conflict of law, rule or principle
that would give effect to the laws of another jurisdiction.
(i) Notices. All notices, requests and other communications to
any party hereunder shall be writing (including facsimile transmission or
similar writing) and shall be given to such party, addressed to it, at its
address or facsimile number set forth on the signature pages below, or at such
other address or facsimile number as such party may hereafter specify for such
purpose by notice to the other party. Each such notice, request or communication
shall be deemed effective when received at the address or facsimile number
specified below.
(j) Counterparts. This Addendum may be executed in any number
of counterparts, each of which counterparts, when so executed and delivered,
shall be deemed to be an original, and all of which counterparts, when taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Addendum on the date
indicated.
BURGER KING CORPORATION
By: /s/ Xxxxxx Kindersly
--------------------
Name: Xxxxxx Kindersly
Title: Vice President
c/o Burger Xxxx XXX
Xxxxxxx Xxxxx
Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx XX00XX
INTERNATIONAL FAST FOOD
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
c/o Xxxxxxxx Xxxxxxxx
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000, XXX
INTERNATIONAL FAST FOOD POLSKA S.P. Z.O.O.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
00 Xxxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx
/s/ Xxxxxxxx Xxxxxxxx
---------------------
Xxxxxxxx Xxxxxxxx
c/o International Fast Food Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000, XXX
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