Burger King 2012 Annual Report Download - page 152

Exhibit 4.6
FIRST SUPPLEMENTAL INDENTURE TO ADD PARENT GUARANTOR
This First Supplemental Indenture is entered into as of August 1, 2012 (this “Supplemental Indenture”), by and among Burger King Worldwide,
Inc., a Delaware corporation (the “New Guarantor”), the indirect parent company of Burger King Capital Holdings, LLC, a Delaware limited liability
company (the “Company”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture
referred to below.
W I T N E S S E T H:
WHEREAS, the Company and Burger King Capital Finance, Inc., a Delaware corporation (collectively, the “Issuers”) and the Trustee have
heretofore executed and delivered an Indenture dated as of April 19, 2011 (and supplemented, waived or otherwise modified, the “Indenture”), providing for
the issuance of an aggregate principal amount at maturity of $685.0 million of 11% Senior Discount Notes due 2019 of the Issuers (the “Notes”);
WHEREAS, the Indenture provides that in the event that any direct or indirect parent company of the Issuers becomes a guarantor of the Notes,
the Indenture shall permit the Issuers to satisfy their obligations under Section 3.11 of the Indenture by furnishing financial information relating to such
parent, subject to certain presentation requirements;
WHEREAS, the New Guarantor wishes to enter into this Supplemental Indenture and Guarantee the Issuers’ obligations under the Notes, in order
to permit the Issuers’ financial reporting obligations under the Indenture to be satisfied through the reporting of the New Guarantor’s consolidated financial
information; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
D-1
Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this
information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.