AMENDED AND RESTATED OPERATING AGREEMENT OF BURGER KING INTERAMERICA, LLC
Exhibit 3.10
AMENDED AND RESTATED OPERATING AGREEMENT
OF
BURGER KING INTERAMERICA, LLC
This Amended and Restated Operating Agreement (this “Agreement”) of BURGER KING INTERAMERICA,
LLC dated as of March 17, 2008 by Burger King Corporation, a Florida corporation (the “Member”),
amends and restates the Operating Agreement of Burger King Interamerica, LLC dated as of the
27th day of September, 2006.
The Member hereby forms a limited liability company pursuant to and in accordance with the
Florida Limited Liability Company Act (Fla. Stat. 608.401, et. seq.), as amended from time to
time (the “Act”), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is Burger King
Interamerica, LLC (the “Company”).
2. Purpose. The Company is formed for the object and purpose of, and the nature of
the business to be conducted and promoted by the Company is, engaging in any lawful act or
activity for which limited liability companies may be formed under the Act and engaging in any
and all activities necessary or incidental to the foregoing,
3. Registered Office and Registered Agent. The address of the registered office of
the Company in the State of Florida is 0000 Xxxxx Xxxx Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000. The
name and address of the registered agent of the Company shall be CT Corporation. Such
registered agent shall keep and maintain at such address the records of the Company required
to
be kept and maintained at such address by the Act.
4. Member. The name and the business address of the sole Member is as
follows:
Name | Address | |
Burger King Corporation
|
0000 Xxxx Xxxxxx Xxxxx Xxxxx, XX 00000 |
5. Powers.
(a) The business and affairs of the Company shall be managed by the managers (the “Managers”)
who are elected by the Member. The Company initially shall have four (4) Managers, Xxxx X.
Xxxxxxx, Xxx X. Xxxxx, Xxxx Xxxxx and Xxxxx X. Xxxxx. The number of Managers on the Board of
Managers shall be increased or decreased by the Member by written consent. All decisions by the
Board of Managers shall be made by a majority vote of all of the
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Managers. Any of the Managers shall have the authority and right to act on behalf of or bind the
Company in connection with any matter. The Managers shall have the power to do any and all acts
necessary or convenient to or for the furtherance of the purposes described herein, including all
power, statutory or otherwise, possessed by members under the laws of the State of Florida. The
Managers may appoint or employ officers, employees or agents to carry out its decisions. The
Managers shall manage and control the affairs of the Company to the best of their ability and shall
use their best efforts to carry out the business of the Company as set forth in Section 2.
The following named persons are acting officers of the Company and each are hereby designated
as an authorized person, within the meaning of the Act, to execute, deliver and file the Articles
of Organization (and any amendments and/or restatements thereof) and any certificates (and any
amendments and/or restatements thereof) or other documents necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business:
Chief Executive Officer
|
Xxxx X. Xxxxxxx | |
Chief Financial Officer & Treasurer
|
Xxx X. Xxxxx | |
General Counsel & Secretary
|
Xxxx Xxxxx | |
Senior Vice President & Controller
|
Xxxxx Xxxxxxxx | |
Treasurer
|
Xxxx Xxxxxxx | |
Assistant Secretary
|
Xxxx Xxxxx-Xxxxx | |
Assistant Secretary
|
Xxxxxx Xxxxxxxx |
(b) Indemnification of the Members
The Company shall indemnify any and all of its members, Managers, officers, employees or
agents or former members, Managers, officers, employees or agents or any person or persons who may
have served at its request as a manager, officer, employee or agent of another company,
corporation, partnership, joint venture, trust or other enterprise in which it owns an equity
interest or of which it is a creditor, to the full extent permitted by law. Said indemnification
shall include, but not be limited to, the expenses, including the cost of any judgments, fines,
settlements and counsel’s fees, actually and necessarily paid or incurred in connection with any
action, suit or proceedings, whether civil, criminal, administrative or investigative, and any
appeals thereof, to which any such person or his legal representative may be made a party or may
be threatened to be made a party, by reason of his being or having been a member, Manager,
officer, employee or agent as herein provided. The foregoing right of indemnification shall not be
exclusive of any other rights to which any member, manager, officer, employee or agent may be
entitled as a matter of law or which he may be lawfully granted.
6. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon
the first to occur of the following: (a) the written consent of the Member(s), or (b) the
entry of a
decree of judicial dissolution. Otherwise, the Company’s term shall be perpetual.
7. Additional Contributions. The Member is not required to make any additional
capital contribution to the Company.
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8. Allocation of Profits and Losses. The Company’s profits and losses shall be
allocated in proportion to the capital contributions of the Member.
9. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Managers or Member. Such distributions shall be
allocated to the Member in the same proportion as its then capital account balances. For
purposes of this Agreement, the Member’s capital account shall be maintained in accordance
with the requirements of Code § 1.704-1 (b) (2) (iv).
10. Admission of Additional Members. One (1) or more additional members of the
Company may be admitted to the Company with the written consent of the Member(s).
11. Liability of Member. The Member shall not have any liability for the obligations
or liabilities of the Company except to the extent provided in the Act.
12. Application of Article 8 of the UCC. The Company hereby irrevocably elects that
all membership interests in the Company shall be securities governed by Article 8 of the
Uniform Commercial Code. Each certificate evidencing membership interests in the Company
shall bear the following legend: “This certificate evidences an interest in Burger King
Interamerica, LLC and shall be a security for purposes of Article 8 of the Uniform Commercial
Code.” No change to this provision shall be effective until all outstanding certificates have
been
surrendered for cancellation and any new certificates thereafter issued shall not bear the
foregoing legend.
13. Governing Law. This Agreement shall be governed by, and construed under, the
laws of the State of Florida, all rights and remedies being governed by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has duly executed this
Amended and Restated Operating Agreement as of the 17th day of March, 2008.
BURGER KING CORPORATION |
||||
/s/ Xxxx Xxxxx | ||||
Name: | Xxxx Xxxxx | |||
Title: | EVP & General Counsel |
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