ARCOS DORADOS HOLDINGS INC. (a BVI business company) [—] Shares of Class A Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
THIS AMENDED AND RESTATED ESCROW AGREEMENT (together with all Exhibits hereto, the “Agreement”), dated as of October 12, 2010, among McDonald’s Latin America, LLC, a limited liability company organized under the laws of the State of Delaware with its principal office at Oak Brook, Illinois (“McDonald’s”), LatAm, LLC, a limited liability company organized under the laws of the State of Delaware with its principal office at Miami, Florida (“Master Franchisee”), each of the Escrowed MF Subsidiaries, organized in the jurisdictions, and with their respective principal offices at the location, specified in Exhibit 1 hereto (the “Escrowed MF Subsidiaries”), Arcos Dorados Restaurantes de Chile Ltda., a company organized under the laws of Chile (“Arcos de Chile”), Arcos Dorados B.V., a company organized under the laws of the Netherlands with its principal office at Amsterdam, The Netherlands (“Owner”), Deutsche Bank Trust Company Americas, as collateral agent under the Secured Credit Documents
LETTER OF CREDIT REIMBURSEMENT AGREEMENT between ARCOS DORADOS B.V. and CREDIT SUISSE, acting through its CAYMAN ISLANDS BRANCH dated as of August 3, 2007Arcos Dorados Holdings Inc. • March 25th, 2011 • Retail-eating places • New York
LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated as of August 3, 2007 (as amended, restated or otherwise modified from time to time, this “Agreement”), between ARCOS DORADOS B.V., a private company With limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (together with its successors and assigns, the “Obligor”), and CREDIT SUISSE, acting through its CAYMAN ISLANDS BRANCH (together with its branches, agencies, successors and assigns, the “Bank”).
Date: March 23, 2011 The Los Laureles Voting Trust Los Laureles, Ltd. (Settlor) Arias Fabrega & Fabrega Trust Co. (BVI) Limited (Voting Trustee) Voting Trust InstrumentVoting Trust Instrument • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • Virgin Islands
This VOTING TRUST INSTRUMENT (“this Instrument”) is made on this 23rd day of March, 2011 by and between Los Laureles, Ltd., a British Virgin Islands company (the “Settlor”), and Arias Fabrega & Fabrega Trust Co. (BVI) Limited, as voting trustee (in such capacity and with its successor(s) being hereinafter referred to as the “Voting Trustee”) of the voting trust created hereunder (the “Voting Trust”).
Date: October 12, 2010 To: ARCOS DORADOS BV c/o Arcos Dorados Argentina S.A. Attn: Miguel Sanchez de Bustamante; Diego Pace; Julieta Nalband Roque Saenz Peña 432 Olivos - Buenos Aires Argentina - B1636FFB Subject: NON-DELIVERABLE CROSS CURRENCY SWAP...Letter Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”).
Date: 30 December 2009 To: Arcos Dorados B.V. From: Morgan Stanley & Co. International Plc Account Number: 0617SAV70 20, Cabot Square Canary Wharf London E14 4QW Attn: Julieta Nalband Contact: Baltimore Derivative Dealer Services Group Email...Arcos Dorados Holdings Inc. • March 25th, 2011 • Retail-eating places
The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a “Confirmation” as referred to in the Agreement specified below.
CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of December 14, 2009 betweenMaster Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places
ISDA®2002 Master Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
THIRD AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENTCredit Reimbursement Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
THIRD AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated as of July 8, 2009 (this “Amendment”), between ARCOS DORADOS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (together with its successors and assigns, the “Obligor”) and CREDIT SUISSE, acting through its CAYMAN ISLANDS BRANCH (together with its branches, agencies, successors and assigns, the “Bank”). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the LOCRA (as defined below),
AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENTLetter of Credit Reimbursement Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated as of November 3, 2008 (this “Amendment”), between ARCOS DORADOS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (together with its successors and assigns, the “Obligor”) and CREDIT SUISSE, acting through its CAYMAN ISLANDS BRANCH (together with its branches, agencies, successors and assigns, the “Bank”).
Date: October 12, 2010 To: ARCOS DORADOS BV c/o Arcos Dorados Argentina S.A. Attn: Miguel Sanchez de Bustamante; Diego Pace; Julieta Nalband Roque Saenz Peña 432 Olivos - Buenos Aires Argentina - B 1636FFB Subject: NON-DELIVERABLE CROSS CURRENCY SWAP...Arcos Dorados Holdings Inc. • March 25th, 2011 • Retail-eating places
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”).
Date: 30 December 2009 To: Areas Dorados B.V. From: Morgan Stanley & Co. International Plc Account Number: 0617SAV70 20, Cabot Square Canary Wharf London E14 4QW Attn: Julieta Nalband Contact: Baltimore Derivative Dealer Services Group Email:...Arcos Dorados Holdings Inc. • March 25th, 2011 • Retail-eating places
The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a “Confirmation” as referred to in the Agreement specified below.
ARCOS DORADOS B.V. as Issuer THE SUBSIDIARY GUARANTORS named herein CITIBANK N.A. as Trustee, Registrar, Paying Agent and Transfer Agent and DEXIA BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME as Luxembourg Paying Agent INDENTURE Dated as of...Indenture • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
INDENTURE, dated as of October 1, 2009, between Arcos Dorados B.V., a besloten vennootschap organized and existing under the laws of the Netherlands (the “Company”), the Subsidiary Guarantors named herein (as defined below), Citibank, N.A., a national banking association as trustee (the “Trustee”), registrar (the “Registrar”), paying agent and transfer agent, Dexia Banque Internationale à Luxembourg, société anonyme, as Luxembourg paying agent (the “Luxembourg Paying Agent”).
Dated as of March 14, 2011 ARCOS DORADOS HOLDINGS INC. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 14, 2011, among (i) Arcos Dorados Holdings, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), (ii) Mr. Woods Staton (“Staton”), (iii) Los Laureles Ltd, a company organized and existing under the Business Companies Act, 2004 of the British Virgin Islands (the “Majority Investor”), (iv) Capital International Private Equity Fund V, L.P., a Cayman Island limited partnership (“CIPEF V”), (v) CGPE V, L.P., a Cayman Island limited partnership (“CGPE V”, and together with CIPEF V, the “CIPEF Investors”), (vi) Gávea Investment AD, L.P., a limited partnership organized under the laws of the Cayman Islands (“Gávea”), (vii) DLJ South American Partners L.P., a limited partnership established under the laws of Ontario, Canada (“DLJ LP”), and (viii) DLJSAP Restco Co-Investments LLC, a limited liability company established under the laws of the State of Delaware (“DLJSAP Co” and,
SCHEDULE to the2002 Master Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
FOURTH AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENTCredit Reimbursement Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
FOURTH AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated as of April 23, 2010 (this “Amendment”), between ARCOS DORADOS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (together with its successors and assigns, the “Obligor”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as CREDIT SUISSE, acting through its CAYMAN ISLANDS BRANCH) (together with its branches, agencies, successors and assigns, the “Bank”). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the LOCRA (as defined below).
SECOND AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENTAgreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
SECOND AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated as of December 10, 2008 (this “Amendment”), between ARCOS DORADOS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (together with its successors and assigns, the “Obligor”) and CREDIT SUISSE, acting through its CAYMAN ISLANDS BRANCH (together with its branches, agencies, successors and assigns, the “Bank”).
ISDA Logo] International Swap Dealers Association, Inc. AMENDED AND RESTATED SCHEDULE dated as of January 12, 2009 to the ISDA 2002 Master AgreementArcos Dorados Holdings Inc. • March 25th, 2011 • Retail-eating places • New York
Party A and Party B are parties to the ISDA 2002 Master Agreement, dated as of August 1, 2007 (the “Agreement”) and desire to amend the Schedule to the Agreement as set forth herein (terms used but not otherwise defined herein have the respective meanings given to them in the Agreement). In consideration of the premises, the mutual agreements hereinafter set forth and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Party A and Party B hereby agree that the Schedule is hereby amended and restated in its entirety to read as follows:
Interest Rate Swap TransactionArcos Dorados Holdings Inc. • March 25th, 2011 • Retail-eating places
on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below.
ISDA® International Swaps and Derivatives Association, Inc. SCHEDULE to the2002 Master Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • New York
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED MASTER FRANCHISE AGREEMENT FOR McDONALD’S RESTAURANTSMaster Franchise Agreement • March 25th, 2011 • Arcos Dorados Holdings Inc. • Retail-eating places • Illinois
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED MASTER FRANCHISE AGREEMENT FOR McDONALD’S RESTAURANTS, dated as of August 31, 2010 among McDonald’s Latin America, LLC, a limited liability company organized under the laws of the State of Delaware with its principal office at Oak Brook, Illinois (“McDonald’s”), LatAm, LLC a limited liability company organized under the laws of the State of Delaware with its principal office at Miami, Florida (“Master Franchisee”), each of the MF Subsidiaries (as defined in the MFA (as defined below)), Arcos Dorados B.V., a company organized under the laws of the Netherlands with its principal office at Amsterdam, The Netherlands (“Owner”), Arcos Dorados Cooperatieve U.A., a cooperative organized under the laws of the Netherlands with its principal office at Amsterdam, The Netherlands (“Dutch Coop”), Arcos Dorados Limited, a company organized and existing under the International Business Companies Ordinance, 1984 of the British Virgin Islands with its pr
