AMENDMENT No. 1, dated as of May 22, 2015 (this “Amendment”), to the Credit Agreement dated as of October 27, 2014, among 1011778 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company organized under the laws of British Columbia (the...Credit Agreement • May 26th, 2015 • Restaurant Brands International Limited Partnership • Retail-eating places • New York
This CREDIT AGREEMENT is entered into as of October 27, 2014, and amended as of May 22, 2015, 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”).
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 $1,250,000,000 4.625% First Lien Senior Secured Notes due...Indenture • May 26th, 2015 • Restaurant Brands International Limited Partnership • Retail-eating places • New York
INDENTURE dated as of May 22, 2015, 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.
AMENDMENT No. 4, dated as of November 19, 2019 (this “Amendment”), to the Credit Agreement dated as of October 27, 2014, among 1011778 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company organized under the laws of British Columbia (the...Credit Agreement • November 20th, 2019 • Restaurant Brands International Limited Partnership • Retail-eating places • New York
This CREDIT AGREEMENT is entered into as of October 27, 2014, as amended by Amendment No. 1, dated as of May 22, 2015, Amendment No. 2, dated as of February 17, 2017, the Incremental Facility Amendment, dated as of March 27, 2017, Incremental Facility Amendment No. 2, dated as of May 17, 2017, Incremental Facility Amendment No. 3, dated as of October 13, 2017, Amendment No. 3, dated as of October 2, 2018, and Incremental Facility Amendment No. 4, dated as of September 6, 2019, Amendment No. 4, dated as of November 19, 2019, 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 Agen
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 $1,400,000,000 4.000% Second Lien Senior Secured Notes...Restaurant Brands International Limited Partnership • October 13th, 2020 • Retail-eating places • New York
Re: 1011778 B.C. Unlimited Liability Company (the “Issuer”) and New Red Finance, Inc. (the “Co-Issuer”, and together with the Issuer, the “Issuers” and each, individually, an “Issuer”).
RESTAURANT BRANDS INTERNATIONAL INC. Common Shares Underwriting AgreementUnderwriting Agreement • September 5th, 2019 • Restaurant Brands International Limited Partnership • Retail-eating places • New York
The shareholder named in Schedule 2 hereto (the “Selling Shareholder”) of Restaurant Brands International Inc., a corporation organized under the laws of Canada (the “Company”), and Morgan Stanley & Co. LLC (the “Lead Underwriter”), in its capacity as agent for the Forward Purchaser (as defined below) (the “Forward Seller”), at the request of the Selling Shareholder in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with the Forward Purchaser and the underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”) with respect to the sale by the Forward Seller and the purchase by the Underwriters of an aggregate number of Common Shares (as defined herein) set forth on Schedule 1 hereto that the Forward Purchaser or an affiliate thereof will borrow from third parties (such Common Shares to be borrowed and sold by the Forward Seller, the “Offered Shares”). The common shares in the capital of the Company are referred to herein
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 $750,000,000 4.375% Second Lien Senior Secured Notes due...Indenture • November 20th, 2019 • Restaurant Brands International Limited Partnership • Retail-eating places • New York
INDENTURE dated as of November 19, 2019 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.
VOTING AGREEMENTVoting Agreement • January 16th, 2024 • Restaurant Brands International Limited Partnership • Retail-eating places • Delaware
This Voting Agreement (“Agreement”), dated as of January 16, 2024, is by and among Restaurant Brands International Inc., a corporation existing under the laws of Canada (“Parent”) and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder” and collectively, the “Stockholders”).
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 15th, 2014 • Restaurant Brands International Limited Partnership • 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).
AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2018 • Restaurant Brands International Limited Partnership • Retail-eating places
This AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENT (the “Amendment”) is made and entered into this 25th day of October, 2017, and amends the Amended and Restated Consulting Agreement by and between RESTAURANT BRANDS INTERNATIONAL INC. ("RBI") and Marc Caira, dated March 31, 2015 (the “Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
VOTING TRUST AGREEMENTVoting Trust Agreement • December 12th, 2014 • Restaurant Brands International Limited Partnership • Ontario
WHEREAS in connection with an arrangement agreement and plan of merger (the “Arrangement Agreement”) dated as of August 26, 2014 among Burger King Worldwide, Inc. (“Parent”), Holdings, the Partnership, Blue Merger Sub, Inc., 8997900 Canada Inc. and Tim Hortons Inc., the Partnership agreed to issue Class B exchangeable limited partnership units (the “Exchangeable Units”) to the holders of shares of Parent pursuant to the merger between Parent and Blue Merger Sub, Inc. contemplated in the Arrangement Agreement;
VOTING AGREEMENTVoting Agreement • September 16th, 2014 • New Red Canada Partnership • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of August 26, 2014, by and among Tim Hortons Inc., a corporation organized under the laws of Canada (the “Company”) and the persons whose names appear on the signature pages hereto (each a “Stockholder” and, together, the “Stockholders”).
We confirm that your employment with Restaurant Brands International US Services LLC (the “Company”) was terminated by the Company, without cause, effective March 14, 2024 (the “Separation Date”). We refer you to the Employment and Post-Employment...Restaurant Brands International Limited Partnership • April 12th, 2024 • Retail-eating places • Florida
This letter agreement (the “Agreement”) sets out the separation benefits that we are prepared to provide you in connection with the termination of your employment with the Company and supersedes and replaces in its entirety the letter of termination from the Company to you dated March 13, 2024, and the terms and conditions contained therein.
AGREEMENT AND PLAN OF MERGER by and among RESTAURANT BRANDS INTERNATIONAL INC. BK CHESHIRE CORP. andAgreement and Plan of Merger • January 16th, 2024 • Restaurant Brands International Limited Partnership • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 16, 2024, by and among Restaurant Brands International Inc., a corporation existing under the laws of Canada (“Parent”), BK Cheshire Corp., a Delaware corporation and Subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
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 $500,000,000 5.750% First Lien Senior Secured Notes due 2025Restaurant Brands International Limited Partnership • April 7th, 2020 • Retail-eating places • New York
1011778 B.C. Unlimited Liability Company c/o Restaurant Brands International Inc. 130 King Street West, Suite 300 Toronto, Ontario, Canada M5X 1E1 Fax: (905) 845-6351 Attention: Jill Granat
RESTAURANT BRANDS INTERNATIONAL INC. Common Shares Underwriting AgreementUnderwriting Agreement • August 13th, 2019 • Restaurant Brands International Limited Partnership • Retail-eating places • New York
The shareholder named in Schedule 2 hereto (the “Selling Shareholder”) of Restaurant Brands International Inc., a corporation organized under the laws of Canada (the “Company”), and Morgan Stanley & Co. LLC (the “Lead Underwriter”), in its capacity as agent for the Forward Purchaser (as defined below) (the “Forward Seller”), at the request of the Selling Shareholder in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with the Forward Purchaser and the underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”) with respect to the sale by the Forward Seller and the purchase by the Underwriters of an aggregate number of Common Shares (as defined herein) set forth on Schedule 1 hereto that the Forward Purchaser or an affiliate thereof will borrow from third parties (such Common Shares to be borrowed and sold by the Forward Seller, the “Offered Shares”). The common shares in the capital of the Company are referred to herein
LOCK-UP AGREEMENT THIS AGREEMENT made the day of , 2014,Lock-Up Agreement • September 16th, 2014 • New Red Canada Partnership • Ontario
WHEREAS the Shareholder is the beneficial owner of common shares (the “Company Common Shares”) in the capital of Tim Hortons Inc. (the “Company”), as described more particularly on Schedule A hereto (together with any additional Company Common Shares acquired after the date hereof, the “Subject Shares”);
RESTAURANT BRANDS INTERNATIONAL INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN RBI PERFORMANCE AWARD AGREEMENTRbi Performance Award Agreement • November 16th, 2022 • Restaurant Brands International Limited Partnership • Retail-eating places • Ontario
Unless defined in this Performance Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
INCREMENTAL FACILITY AMENDMENT NO. 4, dated as of September 6, 2019 (this “Amendment”), to the Credit Agreement dated as of October 27, 2014, among 1011778 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company organized under the laws of...Restaurant Brands International Limited Partnership • September 9th, 2019 • Retail-eating places
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 16th, 2022 • Restaurant Brands International Limited Partnership • Retail-eating places • Florida
This Stock Purchase Agreement (this “Agreement”) is dated as of November 15, 2022 by and between Restaurant Brands International Inc., a corporation existing under the laws of Canada (the “Company”), and Lodgepole 231 LLC, a Delaware limited liability company (the “Purchaser”).
ContractRestaurant Brands International Limited Partnership • October 16th, 2017 • Retail-eating places
INCREMENTAL FACILITY AMENDMENT NO. 3, dated as of October 13, 2017 (this “Amendment”), to the Credit Agreement dated 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”), the other Guarantors party hereto, 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 thereto (collectively, the “Lenders” and individually, a “Lender”) (as amended by Amendment No. 1, dated as of May 22, 2015, Amendment No. 2, dated as of February 17, 2017, Incremental Facility Amendment, dated as of March 27, 2017, Incremental Facility Ame
RESTAURANT BRANDS INTERNATIONAL INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN OPTION AWARD AGREEMENTOption Award Agreement • November 16th, 2022 • Restaurant Brands International Limited Partnership • Retail-eating places • Ontario
received by you upon settlement of the RSUs evidenced by that RSU Award Agreement between the Company and you, dated of even date herewith, less those sold or withheld by the Company or an Affiliate to pay applicable taxes due upon such settlement and/or upon your making an election under Code Section 83(b) in respect of such Shares, as applicable.
RESTAURANT BRANDS INTERNATIONAL INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 16th, 2022 • Restaurant Brands International Limited Partnership • Retail-eating places • Ontario
Unless defined in this Restricted Stock Unit Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
