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”).
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.
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
c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10017 Ladies and Gentlemen:Purchase Agreement • October 21st, 2010 • Burger King Holdings Inc • Retail-eating places • New York
Reference is made to the Purchase Agreement (the “Purchase Agreement”) dated October 1, 2010, initially among Blue Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), to be merged with and into Burger King Holdings, Inc., a Delaware corporation (the “Company”), and the several parties named in Schedule 1 thereto (the “Initial Purchasers”), concerning the purchase of the Securities (as defined in the Purchase Agreement) from Merger Sub by the Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
Joinder to Registration Rights AgreementBurger King Holdings Inc • October 21st, 2010 • Retail-eating places • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of October 19, 2010 by and among Blue Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and J.P. Morgan Securities LLC (“J.P. Morgan”), and Barclays Capital Inc., Fifth Third Securities, Inc., Morgan Keegan & Company, Inc. and UniCredit Capital Markets, Inc. and, together with J.P. Morgan, the (“Initial Purchasers”) concerning the sale by Merger Sub to the Initial Purchasers of $800.0 million aggregate principal amount of Merger Sub’s 9.875% Senior Notes due 2018 (the “Securities”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.
CREDIT AGREEMENT dated as of October 19, 2010, among BURGER KING HOLDINGS, INC., BLUE ACQUISITION SUB, INC., as Initial Borrower (to be merged with and into Holdings) BURGER KING CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK,...Credit Agreement • October 21st, 2010 • Burger King Holdings Inc • Retail-eating places • Delaware
CREDIT AGREEMENT dated as of October 19, 2010 (this “Agreement”), among BURGER KING HOLDINGS, INC., BLUE ACQUISITION SUB, INC., as the initial borrower prior to the Merger (as defined below) (the “Initial Borrower”), 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.
GUARANTEE AND COLLATERAL AGREEMENT made by BURGER KING HOLDINGS, INC., BLUE ACQUISITION SUB, INC., BURGER KING CORPORATION, and THE GUARANTORS IDENTIFIED HEREIN in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 19, 2010Guarantee and Collateral Agreement • October 21st, 2010 • Burger King Holdings Inc • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 19, 2010 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”), BLUE ACQUISITION SUB, INC., a Delaware corporation, as the initial borrower prior the Merger (as defined below) (the “Initial Borrower”) (to be merged with and into Holdings), BURGER KING CORPORATION, a Florida corporation, as the borrower (the “Borrower”), the Lenders and the Administrative Agent.
ContractSupplemental Indenture • October 21st, 2010 • Burger King Holdings Inc • Retail-eating places • New York
This Supplemental Indenture (this “Supplemental Indenture”) is entered into as of October 19, 2010 by and among Blue Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), Burger King Corporation, a Florida corporation (“Successor”), and a wholly-owned subsidiary of Burger King Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on Schedule I hereto (together with Holdings, the “Guarantors”) and Wilmington Trust FSB (the “Trustee”), as Trustee under the Indenture referred to below.
