Burger King 2012 Annual Report Download - page 156

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This Third 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 Corporation, a Florida corporation (the
“Issuer”), 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, Blue Acquisition Sub, Inc. (“Merger Sub”) and the Trustee have heretofore executed and delivered an Indenture dated as of
October 19, 2010, as supplemented by a supplemental Indenture dated as of October 19, 2010, among Merger Sub, the Issuer, Holdings, the Guarantor party
thereto and the Trustee and as supplemented by a supplemental Indenture dated as of December 7, 2010 between BK Whopper Bar, LLC and the Trustee (and
as may be further supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $800.0
million of 9 /% Senior Notes due 2018 of the Issuer (the “Notes”);
WHEREAS, the Indenture provides that in the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the
Indenture shall permit the Issuer to satisfy its 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 Issuer’s obligations under the Notes, in order
to permit the Issuer’s 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
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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