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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/25/11 Arcos Dorados Holdings Inc. F-1 34:9.3M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Private Issuer HTML 2.28M
2: EX-1.1 Form of Underwriting Agreement HTML 229K
3: EX-3.1 Memorandum of Association and Articles of HTML 176K
Association
4: EX-4.1 Indenture Dated October 1, 2009 HTML 824K
5: EX-5.1 Opinion of Maples and Calder HTML 30K
6: EX-9.1 Los Laureles Voting Trust HTML 96K
7: EX-10.1 Amended and Restated Master Franchise Agreement HTML 833K
16: EX-10.10 Amended and Restated Schedule Dated as of January HTML 77K
12, 2009
17: EX-10.11 Confirmation of Cross-Currency Swap HTML 120K
18: EX-10.12 Confirmation of Cross-Currency Swap HTML 117K
19: EX-10.13 Confirmation of Cross-Currency Swap HTML 114K
20: EX-10.14 Isda Schedule to the 2002 Master Agreement Dated HTML 62K
as of December 12, 2008
21: EX-10.15 Confirmation of Cross-Currency Swap HTML 71K
22: EX-10.16 Isda Schedule to the 2002 Master Agreement Dated HTML 63K
as of December 14, 2009
23: EX-10.17 Confirmation of Interest Rate Swap HTML 61K
24: EX-10.18 Confirmation of Interest Rate Swap HTML 44K
25: EX-10.19 Isda Schedule to the 2002 Master Agreement Dated HTML 57K
as of December 14, 2009
8: EX-10.2 Amendment No. 1 to the Amended and Restated Master HTML 88K
Franchise Agreement
26: EX-10.20 Credit Support Annex to the Schedule to the Master HTML 36K
Agreement
27: EX-10.21 Confirmation of Interest Rate Swap HTML 65K
28: EX-10.22 Confirmation of Interest Rate Swap HTML 51K
29: EX-10.23 Equity Incentive Plan HTML 65K
30: EX-10.24 Amended and Restated Shareholders' Agreement HTML 124K
9: EX-10.3 Second Amended and Restated Master Franchise HTML 284K
Agreement
10: EX-10.4 Amended and Restated Escrow Agreement Dated HTML 350K
October 12, 2010
11: EX-10.5 Letter of Credit Reimbursement Agreement Dated HTML 184K
August 3, 2007
12: EX-10.6 Amendment to Letter of Credit Reimbursement HTML 84K
Agreement Dated November 3, 2008
13: EX-10.7 Second Amendment to Letter of Credit Reimbursement HTML 25K
Agreement
14: EX-10.8 Third Amendment to Letter of Credit Reimbursement HTML 29K
Agreement Dated July 8, 2009
15: EX-10.9 Fourth Amendment to Letter of Credit Reimbursement HTML 35K
Agreement
31: EX-21.1 List of Subsidiaries HTML 22K
32: EX-23.1 Consent of Pistrelli, Henry Martin Y Asociados HTML 13K
S.R.L.
33: EX-23.3 Consent of Euromonitor HTML 12K
34: EX-99.1 Consent of Michael Chu HTML 13K
| Fourth Amendment to Letter of Credit Reimbursement Agreement |
Exhibit 10.9
FOURTH AMENDMENT TO LETTER OF
CREDIT REIMBURSEMENT AGREEMENT
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).
RECITALS
A. WHEREAS, the Obligor and the Bank are parties to that certain Letter of Credit Reimbursement Agreement, dated as of August 3, 2007 (as amended by the Amendment to Letter of Credit Reimbursement Agreement, dated as of November 3, 2008, the Second Amendment to Letter of Credit Reimbursement Agreement, dated as of December 10, 2008 and the Third Amendment to Letter of Credit Reimbursement Agreement, dated as of July 8, 2009, the “LOCRA”);
B. WHEREAS, the Obligor, the Bank and Deutsche Bank Trust Americas, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”), are parties to that certain Account Security and Control Agreement, dated as of July 8, 2009); and
C. WHEREAS, the Obligor and the Bank have agreed to amend certain provisions of the LOCRA in the manner, and subject to the terms and conditions, provided for herein.
NOW, THEREFORE, in consideration of the foregoing, the premises and the agreements, provisions and covenants contained in this Amendment and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
CONDITIONS TO EFFECTIVENESS
Section 1.1 Amendment to Section 1.1 of the LOCRA. Section 1.1 of the LOCRA is hereby amended by:
(a) deleting the definitions of “Collection Account,” “Closing Price,” “Delivery Amount,” “Hedge Termination Value,” “Hedging Collateral,” “Hedging Collateral Amount,” “Hedging Event,” “Return Amount,” “Return Rate,” “Settlement Day,” “Total Collateralized Amount,” “Trading Day” and “Valuation Date,” each in its entirety; and
(b) adding the following definitions in the corresponding alphabetical order:
““End Date” shall have the meaning assigned to this term in the Letter of Credit.”
““Issuance Date” shall have the meaning assigned to this term in the Letter of Credit.”
Section 1.2 Amendment to Section 3(b)(i) of the LOCRA. Section 3(b)(i) of the LOCRA is hereby amended by adding replacing “(the “Fee Letter”)” with “(as amended from time to time, the “Fee Letter”)”.
Section 1.3 Amendment to Section 13(g) of the LOCRA. Section 13(q) of the LOCRA is hereby amended by deleting such section in its entirety and replacing it with the following:
“[Reserved]”
ARTICLE II
CONDITIONS TO EFFECTIVENESS
Section 2.1 Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions precedent has been satisfied in a manner reasonably satisfactory to the Bank (but, in any event, by no later than April 26, 2010) (such date, the “Amendment Effective Date”):
(c) Execution of Amendment. The Bank shall have received a true, correct and complete copy of this Amendment duly executed and delivered by a duly authorized officer of the Obligor, and this Amendment shall be in full force and effect.
(d) Representations and Warranties. Each of the representations and warranties of the Obligor set out in the Related Documents shall be true and correct on and as of the Amendment Effective Date.
(e) Fees. The Bank shall have received (i) a true, correct and complete copy of the Amendment to the Fee Letter in substance and form satisfactory to the Bank, duly executed and delivered by a duly authorized officer of the Obligor, and the Fee Letter (as so amended) shall be in full force and effect; and (ii) payment in full by the Obligor of all fees and expenses of the Bank payable by the Obligor, including reimbursement or payment of all fees, charges and disbursements of counsel to the Bank in New York.
(f) Termination of Existing Control Agreement. The Securities Intermediary shall have received a true, correct and complete copy of a letter agreement substantially in the form of Exhibit A hereto, duly executed and delivered by a duly authorized officer of the Bank and acknowledged by both a duly authorized officer of the Obligor and a duly authorized officer of the Securities Intermediary.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Effect on the LOCRA. Except as expressly set forth herein, the Bank agrees to no amendment and grants no waiver or consent with respect to the LOCRA or any other Related Document, and the LOCRA and the other Related Documents remain in full force and effect and are hereby ratified and confirmed. The Bank’s agreeing to the amendments contained herein do not and shall not create (nor shall the Obligor rely upon the existence of or claim or assert that there exists) any obligation of the Bank to consider or to agree to any further amendments or waivers to any Related Document. In the event that the Bank subsequently agrees to consider any further amendment or waiver to any Related Document, neither the amendments contained herein nor any other conduct of the Bank shall be of any force or effect on the Bank’s consideration or decision with respect to any such amendment or waiver, and the Bank shall have no further obligation whatsoever to consider or to agree to any such amendment or waiver. The Bank expressly reserves the right to require strict compliance with the terms of the LOCRA as it has been amended by this Amendment in all respects. The amendments and waivers agreed to herein shall not constitute a course of dealing at variance with the LOCRA so as to require further notice by the Bank to require strict compliance with the terms of the LOCRA and the other Related Documents in the future. The parties hereto acknowledge and agree that this Amendment shall be deemed to be a Related Document.
Section 3.2 Rules of Construction. From and after the Amendment Effective Date, the terms “Agreement,” “this Agreement,” “herein,” “hereinafter,” “hereto,” “hereof” and words of similar import, as used in the LOCRA, shall, unless the context otherwise requires, refer to the LOCRA, as amended by this Amendment.
Section 3.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 3.4 Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the law of the State of New York.
Section 3.5 Jurisdiction; Venue; Waiver of July Trial: Etc.
(a) Each of the Obligor and the Bank submits to the nonexclusive jurisdiction of any state or federal court located in the Borough of Manhattan, City of New York, State of New York, for itself and its property and agrees that any such court shall be a proper forum for any action or suit with respect to this Amendment. Service of process in any legal action or proceeding arising out of or in connection with this Amendment may be made upon the Obligor by mailing a copy of the summons to the Obligor either at the address set forth in Section 3.9 or at the Obligor’s last address appearing in the Bank’s records.
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(b) EACH OF THE OBLIGOR AND THE BANK WAIVES (i) THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING IN WHICH THE BANK AND THE OBLIGOR ARE PARTIES (WHETHER OR NOT THE ONLY PARTIES) ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT, AND (ii) THE RIGHT TO INTERPOSE ANY CLAIM, SETOFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.
Section 3.6 Counterparts. This Amendment may be executed in several counterparts and by each party hereto on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopy, facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 3.7 Amendments; Waivers. None of the terms or provisions of this Amendment may be waived, amended, supplemented or otherwise modified, except by a written instrument executed by the Obligor and the Bank.
Section 3.8 Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
Section 3.9 Notices. All notices under this Amendment shall be given in accordance with Section 17 of the LOCRA.
[The remainder of this page has been left intentionally blank]
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IN WITNESS WHEREOF. the parties hereto have executed this Fourth Amendment to Letter of Credit Reimbursement Agreement as of the date first above written.
| ARCOS DORADOS B.V., as Obligor | ||
| By: | ||
| Name: Miguel Sanchez de Bustamante | ||
| Title: Corporate Finance Director | ||
[Signature Page]
[Fourth Amendment to Letter of Credit Reimbursement Agreement]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ||||
| By: | /s/ Martin Cameo | |||
| Name: | Martin Cameo | |||
| Title: | Director | |||
| By: | ||||
| Name: | Andreas Schenk Caviezel | |||
| Title: | Managing Director | |||
EXHIBIT A
[LETTERHEAD OF CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH]
Deutsche Bank Trust Company Americas
60 Wall Street, MS NYC60-2710
Attn: Luigi Sacramone
Re: Cancellation of Account Security and Control Agreement, account number S45182
To Whom It May Concern:
Reference is made to that certain Account Security and Control Agreement dated July 8, 2009 (the “Account Control Agreement”) among Arcos Dorados B.V. (the “Obligor”), Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, acting through its Cayman Islands Branch) (the “Secured Party” or the “Bank”) and Deutsche Bank Trust Company Americas (the “Securities Intermediary”) entered into pursuant to Section 13(q) of that certain Letter of Credit Reimbursement Agreement dated as of August 3, 2007 (as amended from time to time, the “LOCRA”) between the Obligor and the Bank, under which the Obligor is required to post Hedging Collateral upon the occurrence of a Hedging Event. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the LOCRA.
This is to advise you that pursuant to an amendment to the LOCRA, dated April 23, 2010, entered into between the Obligor and the Bank (the “Amendment to LOCRA”), the Obligor is no longer required to post Hedging Collateral and, as a result thereof, the undersigned hereby releases the Secured Party’s security interest in the above referenced account (the “Account”), titled Arcos CS Acc. Sec and Cntl Agreement.
Accordingly, and notwithstanding anything to the contrary in Section 9.11 (Termination) of the Account Control Agreement, the Secured party hereby terminates the Account Control Agreement effective as of the Amendment Effective Date (as defined in the Amendment to LOCRA), except with respect to those obligations of the Obligor that survive the termination thereof other than any obligation under Section 9.11 (Termination) of the Account Control Agreement to transfer the Account to a different “securities intermediary” or enter into, execute and deliver an agreement substantially in the form of the Account Control Agreement with such different “securities intermediary.” Accordingly, you may remove any notation in your records indicating the interest of the Secured party in the Account and follow any further instructions of the Obligor regarding the Account.
This letter agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.
This letter agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this letter agreement by telecopy, facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this letter agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this letter agreement as of the date first above written.
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Secured Party | ||
| By: |
| |
| Name: | ||
| Title: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Acknowledged by:
ARCOS DORADOS B.V., as Obligor | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Acknowledged by:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Securities Intermediary | ||
| By: |
| |
| Name: | ||
| Title: | ||
| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/25/11 | None on these Dates | ||
| 4/26/10 | ||||
| 4/23/10 | ||||
| 7/8/09 | ||||
| 12/10/08 | ||||
| 11/3/08 | ||||
| 8/3/07 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/24 Arcos Dorados Holdings Inc. 20-F 12/31/23 136:20M Workiva Inc Wde… FA01/FA 4/28/23 Arcos Dorados Holdings Inc. 20-F 12/31/22 139:21M Workiva Inc Wde… FA01/FA 4/29/22 Arcos Dorados Holdings Inc. 20-F 12/31/21 146:23M Workiva Inc Wde… FA01/FA 4/29/21 Arcos Dorados Holdings Inc. 20-F 12/31/20 145:22M Workiva Inc Wde… FA01/FA |