EXHIBIT 4.28


 





 



 







EXECUTION
VERSION


 


 


 


 


 


 


U.S.$25,000,000





CREDIT AGREEMENT





dated as of November 10, 2016



among



ARCOS DORADOS B.V.,

as Borrower



CERTAIN SUBSIDIARIES OF THE BORROWER,

as Guarantors





and





JPMORGAN CHASE BANK, N.A.,

as Lender


 


 


 


 




    	 



    	 



    

TABLE
OF CONTENTS


 


Page


 




	Article
    I   DEFINITIONS	1
	Section
    1.1     Defined Terms	1
	Section
    1.2     Rules of Construction	15
	Article
    II   LOANS	17
	Section
    2.1     Loans	17
	Section
    2.2     Borrowing	17
	Section
    2.3     Termination of Commitment	17
	Section
    2.4     Repayment of the Loans	17
	Section
    2.5     Optional Prepayment; Mandatory Prepayment	17
	Section
    2.6     Interest Rates and Interest Payment Dates	18
	Section
    2.7     Commitment Fee	18
	Section
    2.8     Note	19
	Section
    2.9     Inability to Determine Interest Rate	19
	Section
    2.10   Payments Generally	19
	Section
    2.11   Illegality	19
	Section
    2.12   Taxes	20
	Section
    2.13   Requirements of Law	21
	Section
    2.14   Mitigation Obligations	22
	Section
    2.15   Breakage Costs	22
	Section
    2.16   Survival	22
	Article
    III   REPRESENTATIONS AND WARRANTIES	22
	Section
    3.1     Financial Condition; No Material Adverse Effect	22
	Section
    3.2     Existence and Qualification; Power	22
	Section
    3.3     Authorization; Enforceable Obligations; No Contravention	23
	Section
    3.4     Governmental Authorization; Other Consents	23
	Section
    3.5     No Material Litigation	23
	Section
    3.6     Taxes	23
	Section
    3.7     Compliance with Laws	24
	Section
    3.8     Intellectual Property; Licenses, Etc	24
	Section
    3.9     Ranking	24
	Section
    3.10   Full Disclosure	24
	Section
    3.11   Form of Documents	24
	Section
    3.12   Environmental Matters	24
	Section
    3.13   Use of Proceeds	25
	Section
    3.14   Investment Company Act	25
	Section
    3.15   Anti-Corruption Law and Sanctions	25
	Section
    3.16   Consolidated EBITDA of Guarantors	25
	Article
    IV   CONDITIONS PRECEDENT	25
	Section
    4.1     Conditions to Closing	25
	Section
    4.2     Conditions to each Borrowing	26
	Article
    V   AFFIRMATIVE COVENANTS	26
	Section
    5.1     Financial Statements and Other Information	27
	Section
    5.2     Other Affirmative Covenants	28



 


 



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	Section
    5.3     Use of Proceeds	29
	Section
    5.4     Rank of Obligations	29
	Section
    5.5     Subsidiaries	29
	Section
    5.6     Anti-Corruption and Sanctions	30
	Article
    VI   NEGATIVE COVENANTS	30
	Section
    6.1     Liens	31
	Section
    6.2     Reserved	33
	Section
    6.3     Fundamental Changes	33
	Section
    6.4     Affiliate Transactions	34
	Section
    6.5     Lines of Businesses	35
	Section
    6.6     Consolidated Net Indebtedness to EBITDA Ratio	35
	Article
    VII   EVENTS OF DEFAULT	35
	Section
    7.1     Events of Default	35
	Article
    VIII   GUARANTY	37
	Section
    8.1     Guaranty	37
	Section
    8.2     Guaranty Unconditional	38
	Section
    8.3     Discharge only upon Payment in Full; Reinstatement in Certain Circumstances	38
	Section
    8.4     Waivers by the Guarantors	38
	Section
    8.5     Subrogation	39
	Section
    8.6     Stay of Acceleration	39
	Article
    IX   MISCELLANEOUS	39
	Section
    9.1     Right of Set-Off	39
	Section
    9.2     New York Time	40
	Section
    9.3     Amendments; Waivers	40
	Section
    9.4     Notices	40
	Section
    9.5     Successors and Assigns	40
	Section
    9.6     Reimbursement of Costs and Expenses	41
	Section
    9.7     Indemnification	41
	Section
    9.8     Severability	42
	Section
    9.9     Counterparts	42
	Section
    9.10   Governing Law; Jurisdiction	42
	Section
    9.11   Jury Trial Waiver	43
	Section
    9.12   Process Agent Appointment	43
	Section
    9.13   Waiver of Immunity	43
	Section
    9.14   USA PATRIOT Act	44
	Section
    9.15   Judgment Currency	44
	Section
    9.16   Confidentiality	44
	Section
    9.17   Entire Agreement	45




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List of
Schedules


 





	Schedule 1.1	Material Subsidiaries
	 	 
	List of Exhibits
	 	 
	Exhibit A	Form of Borrowing Notice
	Exhibit B	Form of Note
	Exhibit C	Form of Compliance Certificate
	Exhibit D-1	Form of New York Counsel Opinion
	Exhibit D-2	Form of Brazilian Internal Counsel Opinion
	Exhibit D-3	Form of Panamanian Internal Counsel Opinion
	Exhibit D-4	Form of Costa Rican Internal Counsel Opinion
	Exhibit D-5	Form of Dutch Internal Counsel Opinion
	Exhibit E	Form of Subsidiary Joinder Agreement







 




    iii


    


    

CREDIT AGREEMENT,
dated as of November 10, 2016 (the “Agreement”), among ARCOS DORADOS B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) registered with the Dutch trade register under number 34115939 and
organized under the laws of The Netherlands with statutory seat in Amsterdam (the “Borrower”), (b) CERTAIN
SUBSIDIARIES OF THE BORROWER, as Guarantors (as defined below), and JPMORGAN CHASE BANK, N.A., as lender (the “Lender”).


 


W I T
N E S S E T H:


 


WHEREAS, the
Lender has agreed to make available to the Borrower a revolving credit facility on the terms and subject to the conditions contained
in this Agreement;


 


WHEREAS, each
Guarantor will benefit from the extension of credit to the Borrower by the Lender;


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows.


 


Article
I



DEFINITIONS


 


Section 1.1            
Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:


 


“Additional
Guarantor” means each Subsidiary of the Borrower that becomes, at any time after the Closing Date, an additional Guarantor
hereunder pursuant to Section 5.5.


 


“Affiliate”
of any Person, means any Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” of a Person shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise.


 


“Aggregate
Commitment Amount” means U.S.$25,000,000.


 


“Anti
Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its
Affiliates from time to time concerning or relating to bribery or corruption.


 


“Applicable
Law” means, as to any Person, all applicable constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees,
rules and regulations of any Governmental Authority binding upon such Person or to which such a Person is subject.


 


“Applicable
Margin” means a rate per annum equal to 2.50%.


 


“Availability
Period” the period commencing on and including the Closing Date and ending on the Commitment Termination Date.


 


“Base
Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect
for such day as publicly announced from time to time by the Lender as its “prime rate,” (b) the Federal Funds Effective
Rate, as in effect for such day, plus 0.5% and (c) the LIBO Rate for


 




     


    


    

an interest
period of one month, plus 1.00%, as adjusted to conform to changes as of the opening of business on the date of any change
of such LIBO Rate. Any change in such prime rate announced by the Lender shall take effect at the opening of business on the day
specified in the public announcement of such change.


 


“Board”
means the Board of Governors of the Federal Reserve System, together with any successor.


 


“Borrowing”
means a borrowing of Loans made by the Lender pursuant to Section 2.1.


 


“Borrowing
Date” means a Business Day within the Availability Period specified in a Borrowing Notice as the date on which the Borrower
shall make a Borrowing hereunder.


 


“Borrowing
Notice” is defined in Section 2.2(a).


 


“Brazilian
Guarantor” means each Guarantor organized under the laws of the Federative Republic of Brazil.


 


“Brazilian
Master Franchisee” means Arcos Douraqos Comercio de Alimentos Ltda., or any successor to its rights and obligations
under the Second Amended and Restated Master Franchise Agreement, dated as of November 10, 2008 (as the same may be amended, restated,
supplemented or otherwise modified from time to time), among McDonald’s Latin America and Arcos Dourados Comércio
de Alimentos Ltda.


 


“Breakage
Costs” means any loss or expense incurred by· the Lender, which shall consist of losses or expenses incurred
in liquidating or employing deposits from third parties (but excluding loss of margin for the remaining portion of any Interest
Period after the date of the event that gave rise to such loss or expense) as a result of (a) any payment or prepayment of any
Loan accruing interest at the LIBO Rate on a day other than the last day of the Interest Period therefor (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise) or (b) any failure by the Borrower to prepay or borrow any Loan accruing interest
at the LIBO Rate on a date or in the amount notified by the Borrower. For purposes of calculating Breakage Costs, each Loan shall
be deemed to have been funded at the LIBO Rate applicable to such Loan by a matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such Loan was in fact so funded. A certificate
of the Lender setting forth in reasonable detail its calculation of such losses or expenses incurred shall be conclusive absent
manifest error.


 


“Business
Day” means any day, other than a Saturday or Sunday, on which (a) banking institutions in the State of New York are
open for general business, and (b) when used in connection with the determination of the LIBO Rate, dealings in U.S. dollar deposits
are carried out between banks in the London inter-bank market.


 


“Capital
Lease Obligations” of any Person, means the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.


 


“Capital
Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated and whether or not voting) of equity of such Person, including each
class of Common Stock, Preferred Stock,


 




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limited liability
interests or partnership interests, but excluding any debt securities convertible into such equity.


 


“Change
of Control” means the occurrence of one or more of the following events:


 


(a)       the
Permitted Holders cease to be the “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act) of 30.0% of the voting power of the Voting Stock of the Borrower, the Brazilian Master Franchisee or the Master Franchisee;


 


(b)       individuals
appointed by the Permitted Holders cease for any reason to constitute a majority of the members of the Board of Directors of the
Borrower (de directie), the Brazilian Master Franchisee or the Master Franchisee;


 


(c)       the
sale, conveyance, assignment, transfer, lease or other disposition of all or substantially all of the assets of the Borrower,
the Brazilian Master Franchisee or the Master Franchisee, determined on a Consolidated basis, to any “person” (as
defined in Sections 13d and 14d under the Exchange Act), whether or not otherwise in compliance with this Agreement, other than
a Permitted Holder; or


 


(d)       the
approval by the holders of Capital Stock of the Borrower, the Brazilian Master Franchisee or the Master Franchisee of any plan
or proposal for the liquidation or dissolution of any such Person, whether or not otherwise in compliance with this Agreement.


 


“Change
in Law” means, with respect to the Lender, the adoption of, or change in, any law, rule, regulation, policy, guideline
or directive (whether or not having the force of law) or any change in the interpretation or application thereof by any Governmental
Authority having jurisdiction over the Lender, in each case after the date hereof; provided, that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Closing
Date” is defined in Section 4.1.


 


“Combined/Consolidated
Basis” means, when used with respect to the determination of any amount, that such amount is to be determined by combining
the relevant amount determined with respect to the Guarantors within a certain Territory and the Consolidated Subsidiaries of
such Guarantors operating within the same Territory (but excluding in any event any NonGuarantor Subsidiary of any such Guarantor
that does not have operations within the same Territory) on a Consolidated basis, all in accordance with GAAP.


 


“Commitment”
means the Lender’s obligation to make Loans to the Borrower in an aggregate principal amount not to exceed, at any time,
the Aggregate Commitment Amount as in effect at such time.


 


“Commitment
Fee” is defined in Section 2.7.


 


“Commitment
Termination Date” shall mean the earliest of (a) the date which is one Business Day prior to the Maturity Date and (b)
the date on which the Commitments are terminated pursuant to the last paragraph of Section 7.1.


 




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“Common
Stock” means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents
(however designated and whether voting or non-voting) of such Person’s common equity interests, whether outstanding on the
Closing Date or issued after the Closing Date, and includes, without limitation, all series and classes of such common equity
interests.


 


“Consolidated”
refers to the consolidation of accounts of a Person and its Subsidiaries in accordance with GAAP.


 


“Consolidated
EBITDA” means, with respect to any Person for any period, Consolidated Net Income for such Person for such period, plus
the following (without duplication) to the extent deducted or added in calculating such Consolidated Net Income:


 


(1)       Consolidated
Interest Expense for such Person for such period;


 


(2)       Consolidated
Income Tax Expense for such Person for such period;


 


(3)       Consolidated
Non-cash Charges for such Person for such period;


 


(4)       any
non-operating and/or non-recurring charges, expenses or losses of such Person and its Subsidiaries for such period; and


 


(5)       the
amount of loss on any sale of accounts receivables and related assets to a Securitization Subsidiary in connection with a Permitted
Receivables Financing;


 


less (x)
all non-cash credits and gains increasing Consolidated Net Income for such Person for such period, (y) all cash payments made
by such Person and its Subsidiaries during such period relating to non-cash charges that were added back in determining Consolidated
EBITDA in any prior period and (z) non-operating and/or non-recurring income or gains (less all fees and expenses related thereto)
increasing Consolidated Net Income of such Person and its Subsidiaries for such period.


 


Notwithstanding
the foregoing, the items specified in clauses (1) and (3) above for any Subsidiary will be added to Consolidated Net Income in
calculating Consolidated EBITDA for any period:


 


(a)       in
proportion to the percentage of the total Capital Stock of such Subsidiary held directly or indirectly by such Person at the date
of determination; and


 


(b)       to
the extent that a corresponding amount would be permitted at the date of determination to be distributed to such Person by such
Subsidiary pursuant to its charter and bylaws (estatutos sociales) and each law, regulation, agreement or judgment applicable
to such distribution.


 


“Consolidated
Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and any
other income taxes payable by such Person and its Subsidiaries for such period as determined on a Consolidated basis in accordance
with GAAP.


 


“Consolidated
Indebtedness” means, as of any date of determination, all Indebtedness (including the Loans) of a Person and its Subsidiaries
determined on a Consolidated basis.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, the sum (without duplication) determined on a Consolidated
basis in accordance with GAAP of:


 




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(1)       the
aggregate of cash and non-cash interest expense of such Person and its Subsidiaries for such period determined on a Consolidated
basis in accordance with GAAP, including, without limitation, the following (whether or not interest expense in accordance with
GAAP):


 


(a)       any
amortization or accretion of debt discount or any interest paid on Indebtedness of such Person and its Subsidiaries in the form
of additional Indebtedness;


 


(b)       any
amortization of deferred financing costs;


 


(c)       the
net costs under Hedging Obligations (including amortization of fees) in respect of Indebtedness or that are otherwise treated
as interest expense or equivalent under GAAP; provided that if Hedging Obligations result in net benefits rather than costs, such
benefits will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected
in Consolidated Net Income;


 


(d)       all
capitalized interest;


 


(e)       the
interest portion of any deferred payment obligation;


 


(f)       any
premiums, fees, discounts, expenses and losses on the sale of accounts receivable (and any amortization thereof) payable by the
Borrower or any Subsidiary in connection with a Permitted Receivables Financing;


 


(g)       commissions,
discounts and other fees and charges Incurred in respect of letters of credit or bankers’ acceptances; and


 


(h)       any
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by
a Lien on the assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; and


 


(2)       the
interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Subsidiaries
during such period.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and
its Subsidiaries (after deducting (or adding) the portion of such net income (or loss) attributable to minority interests in Subsidiaries
of such Person) for such period on a Consolidated basis, determined in accordance with GAAP; provided that there will be
excluded therefrom to the extent reflected in such aggregate net income (loss):


 


(1)       net
after-tax gains or losses from asset sale transactions or abandonments or reserves relating thereto;


 


(2)       net
after-tax items classified as extraordinary, special (reflected as a separate line item on a consolidated income statement prepared
in accordance with GAAP) gains or losses or income or expense or charge including, without limitation, any severance expense,
and fees, expenses or charges related to any offering of Capital Stock of such Person, any Investment, asset acquisition or Indebtedness;


 


(3)       the
net income (or loss) of any other Person (other than such Person and any Subsidiary of such Person); except that such Person’s
equity in the net income of any such other Person will be included up to the aggregate amount of cash actually distributed by
such other Person during such period to such Person or a Subsidiary of such Person as a dividend or other distribution; and except
further that


 




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such Person’s
equity in the net loss of any other Person will be included to the extent such loss has been funded with cash from such Person
or a Subsidiary of such Person;


 


(4)       any
restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated
Net Income accrued at any time following the Closing Date;


 


(5)       any
gain (or loss) from foreign exchange translation or change in net monetary position;


 


(6)       any
net gain or loss (after any offset) resulting in such period from Hedging Obligations entered into for bona fide hedging purposes
and not for speculative purposes; provided that the net effect on income or loss (including in any prior periods) will be included
upon any termination or early extinguishment of such Hedging Obligations, other than any Hedging Obligations with respect to Indebtedness
(that is not itself a Hedging Obligation) and that are extinguished concurrently with the termination or other prepayment of such
Indebtedness; and


 


(7)       the
cumulative effect of changes in accounting principles.


 


“Consolidated
Net Indebtedness” means, with respect to any Person as of any date of determination, an amount equal to Consolidated
Indebtedness minus cash and cash equivalents and consolidated marketable securities recorded as current assets (except
for any Capital Stock in any Person) in all cases determined in accordance with GAAP and as set forth in the most recent consolidated
balance sheet of such Person and its Subsidiaries.


 


“Consolidated
Net Indebtedness to EBITDA Ratio” means, at any date of determination, the ratio (expressed as a decimal) of: (a) Consolidated
Net Indebtedness of the Borrower as at such date divided by (b) Consolidated EBITDA of the Borrower for the four (4) most
recent fiscal quarters ending on or before such date.


 


“Consolidated
Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other
non-cash expenses or losses of such Person and its Subsidiaries for such period, determined on a Consolidated basis in accordance
with GAAP (excluding any such charge which constitutes an accrual of or a reserve for cash charges for any future period or the
amortization of a prepaid cash expense paid in a prior period).


 


“Consolidated
Total Assets” means, as of any date of determination, the total assets shown on the Consolidated balance sheet of the
Borrower and its Subsidiaries as of the most recent date for which such a balance sheet is available, determined on a Consolidated
basis in accordance with GAAP, calculated on a pro forma basis to give effect to any acquisition or disposition of companies,
divisions, lines of business or operations by the Borrower and its Subsidiaries subsequent to such date and on or prior to the
date of determination.


 


“Consolidated
Net Worth” means, for any period, for the Borrower and its Subsidiaries on a Consolidated basis, the total shareholder’s
equity (or total assets minus total liabilities) which would appear as such on the Consolidated balance sheet of the Borrower
and its Subsidiaries on a Consolidated basis, as determined in accordance with GAAP.


 


“Contingent
Obligation” means, as to any Person, (without duplication): (a) a guarantee, an indemnity obligation in respect of a
guarantee or performance bond (including a fianza), an endorsement or an aval, (b) a contingent agreement to purchase
or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect
to, any Indebtedness, other


 




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obligations,
net worth, working capital or earnings of any Person, (c) an agreement to purchase, sell or lease (as lessee or lessor) Property
or services, primarily in each case for the purpose of enabling a debtor to make payment of its obligations, or (d) an agreement
to assure a creditor against loss; in each case including causing a bank or other Person to issue a letter of credit or
other similar instrument for the benefit of any Person, but excluding endorsement for collection or deposit in the ordinary course
of business. The amount of any Contingent Obligation of any Person shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined
in good faith.


 


“Contributing
Subsidiary” is defined in Section 5.5(b).


 


“CRR”
means the Regulation (EU) No 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012.


 


“CS
L/C Documents” means the CS Letter of Credit, the CS Letter of Credit Agreement, the CS UC Security Documents and each
other agreement, instrument or document delivered in connection with the foregoing, as the same may be amended, restated, supplemented
or otherwise modified from time to time.


 


“CS
UC Security Documents” means the security agreement dated as of August 3, 2007 made by the Subsidiaries of the Borrower
party thereto and the pledge agreement dated as of August 3, 2007 made by the Subsidiaries of the Borrower party thereto, in each
case to secure the obligations under the CS Letter of Credit Agreement.


 


“CS
Letter of Credit” means the irrevocable standby letter of credit issued on August 3, 2007, for the account of the Borrower
and the subsidiary guarantors identified thereto, for the benefit of McDonald’s Latin America, pursuant to the CS Letter
of Credit Agreement.


 


“CS
Letter of Credit Agreement” means the Letter of Credit Reimbursement Agreement, dated as of August 3, 2007, between
the Borrower and Credit Suisse, Cayman Islands Branch, as issuing bank.


 


“Costa
Rican Guarantor” means each Guarantor organized under the laws of Costa Rica.


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, recuperação
judicial, regime de administração especial temporária, concurso mercantil, quiebra
or similar debtor relief laws of the United States of America, The Netherlands, Mexico, Costa Rica, Panama, Brazil, and/or any
other jurisdictions applicable to the Borrower or any Guarantor from time to time in effect affecting the rights of creditors
generally.


 


“Default”
means any event or condition that, with the giving of any notice, the passage of time, or both, would result in an Event of Default.


 


“Disqualified
Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder
thereof


 


“Dollars”
and “U.S.$” means the lawful currency of the United States.


 




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“Environmental
Laws” means any and all Brazilian, U.S., state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any Hazardous Materials into the environment.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal
of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.


 


“Event
of Default” means any of the events specified in Article VII; provided that any requirement set forth
therein for the giving of notice, the lapse of time, or both, has been satisfied.


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Excluded
Subsidiary” means any Subsidiary of the Borrower that is prevented or prohibited from becoming a Guarantor under local
laws or pursuant to its organizational documents or due the existence of minority shareholders.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to the Lender or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder, or required to be withheld or deducted from any such
payment: (a) Taxes imposed on or measured by its overall net income (however denominated), and branch profits and franchise taxes,
in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under the Applicable Law of which such recipient
is organized, is doing business, is considered a resident for tax purposes, or in which its principal office is located or, in
which its applicable lending office is located; (ii) imposed as the result of any other present or former connection between the
Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document);
or (iii) imposed by the Netherlands as a result of the Lender owning, directly or indirectly, 5% or more of the Capital Stock
of the Borrower from a Dutch law perspective; (b) withholding Taxes to the extent attributable to the Lender’s failure to
provide to the Borrower, at the time or times required by Applicable Law such properly completed and executed documentation reasonably
requested by the Borrower as the Lender is legally entitled to provide and will permit such payments to be made without withholding
or at a reduced rate of withholding, as applicable; and (c) any U.S. federal withholding Taxes imposed under FATCA.


 


“Fair
Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such
assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing
and able buyer, neither of which is under any compulsion to complete the transaction; provided that the Fair Market Value
of any such asset or assets will be determined conclusively by the Board of Directors of the Borrower acting in good faith, and
will be evidenced by a board resolution.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements


 




    8 


    


    

entered into
pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (together with any law implementing such agreements).


 


“Federal
Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the U.S. Federal Reserve System arranged by Federal funds brokers on such day, as published
by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100
of 1%) charged to the Lender on such day on such transactions as determined by the Lender; provided further that if the
Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Fee
Letter” means that certain fee letter dated as of the date hereof between the Borrower and the Lender.


 


“Financial
Officer” of any Person means the chief financial officer, principal accounting officer, treasurer, assistant treasurer
or controller of such Person.


 


“Franchise
Documents” means the Master Franchise Agreements and any other documents pursuant to which the Borrower or any of its
Subsidiaries has acquired the right to operate any franchised restaurant in Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica,
Curacao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Trinidad and Tobago, Uruguay, Venezuela
and the U.S. Virgin Islands of St. Thomas and St. Croix, as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


“GAAP”
means the generally accepted accounting principles in the United States of America, as in effect from time to time, consistently
applied throughout the periods involved.


 


“Governmental
Authority” means, as applicable, the government of Brazil, Mexico, Costa Rica, Panama, The Netherlands, the United States,
any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers
or functions of or pertaining to government.


 


“Guarantor”
means Arcos Dourados Comércio de Alimentos Ltda., ADCR Inmobiliaria S.A., Arcos Dorados Costa Rica ADCR, S.A., Arcos Dorados
Panamá, S.A., Sisternas MCopco Panamá, S.A., Arcos Dorados Holdings, Inc. and each Additional Guarantor.


 


“Guaranty”
means the guarantee by the Guarantors pursuant to Article VIII.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or
other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.


 


“Hedging
Obligations” means the obligations of any Person pursuant to (i) any interest rate protection agreement, including,
without limitation, interest rate swaps, caps, floors, collars, derivative instruments and similar agreements and/or other types
of hedging agreements designed to hedge interest rate risk of such Person, (ii) any foreign exchange contract, currency swap agreement
or other similar


 




    9 


    


    

agreement as
to which such Person is a party designed to hedge foreign currency risk of such Person, or (iii) any commodity swap agreement,
commodity cap agreement, commodity collar agreement, commodity or raw material futures contract or any other agreement as to which
such Person is a party designed to manage commodity risk of such Person.


 


“Impacted
Interest Period” is defined in the definition of “LIBO Rate.”


 


“Indebtedness”
means, for any Person (without duplication):


 


(a)       the
principal amount (or, if less, the accreted value) of all obligations for borrowed money,


 


(b)       obligations
evidenced by bonds, debentures, notes or similar instruments (other than rental obligations under operating leases, whether or
not evidenced by notes),


 


(c)       obligations
of such Person issued or assumed as the deferred purchase price of Property or services and obligations under any title retention
agreement (excluding trade accounts payable in the ordinary course of business),


 


(d)       reimbursement
obligations in respect of letters of credit, banker’s acceptances or similar credit transactions (except to the extent they
relate to trade payables in the ordinary course of business and such obligation is satisfied within twenty (20) Business Days
of incurrence),


 


(e)       indebtedness
(excluding prepaid interest thereon) secured by any Lien on any Property of such Person, whether or not such liabilities have
been assumed by such Person (the amount of such Indebtedness being deemed to be the lesser of the Fair Market Value of such Property
and the amount of the indebtedness so secured),


 


(f)       Capital
Lease Obligations,


 


(g)       net
obligations under Hedging Obligations of such Person (the amount of any such obligations to be equal at any time to the termination
value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),


 


(h)       all
liabilities recorded on the balance sheet of such Person in connection with a sale or other disposition of accounts receivable
and related assets;


 


(i)       all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock
being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but
excluding accrued dividends, if any; provided that


 


(i)       if
the Disqualified Capital Stock does not have a fixed repurchase price, such maximum fixed repurchase price will be calculated
in accordance with the terms of the Disqualified Capital Stock as if the Disqualified Capital Stock were purchased on any date
on which Indebtedness will be required to be determined hereunder; and


 


(ii)       if
the maximum fixed repurchase price is based upon, or measured by, the fair market value of the Disqualified Capital Stock, the
fair market value will be the Fair Market Value thereof;


 




    10 


    


    

(j)       the
amount of al1 Permitted Receivables Financings of such Person; and


 


(k)       Contingent
Obligations relating to any of the foregoing Indebtedness.


 


The amount of Indebtedness of
any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingency obligations at such
date.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Interest
Payment Date” means, for each Loan, the last day of each Interest Period applicable to such Loan.


 


“Interest
Period” means, with respect to each Loan, initially the period commencing on (and including) the date such Loan is made
and ending (but excluding, for purposes of calculating interest) on the numerically corresponding day three calendar months (or,
solely for purposes of computing the Base Rate by reference to the LIBO Rate, one calendar month) thereafter, and thereafter,
each period commencing on (and including) the last day of the immediately preceding Interest Period applicable to such Loan and
ending (but excluding, for purposes of calculating interest) on the numerically corresponding day three calendar months (or, solely
for purposes of computing the Base Rate by reference to the LIBO Rate, one calendar month) thereafter; provided that (a)
if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the
next succeeding Business Day, unless the result of such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately preceding Business Day; (b) any Interest Period that would
otherwise extend beyond the Maturity Date shall end on the Maturity Date, respectively; and (c) any Interest Period that begins
on the last day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last Business Day of a calendar month.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal
places as the LIBO Screen Rate) determined by the Lender (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest
period for which the LIBO Screen Rate is available for Dollars) that is shorter than the Impacted Interest Period; and (b) the
LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available for Dollars) that exceeds the Impacted
Interest Period, in each case, at such time.


 


“Investment”
means, with respect to any Person, any: (1) direct or indirect loan, advance or other extension of credit (including, without
limitation, a Contingent Obligation) to any other Person (other than advances or extensions of credit to customers in the ordinary
course of business); (2) capital contribution (by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others) to any other Person; or (3) any purchase or acquisition by such Person
of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person.


 


“LIBO
Rate” means, with respect to any Interest Period, the London interbank offered rate as administered by ICE Benchmark
Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length
to such Interest Period as displayed on pages LIBOR0l or LIBOR02 of the Reuters screen that displays such rate (or, in the event
such rate does not appear on a


 




    11 


    


    

Reuters page
or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion; in each
case the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to, be
zero for the purposes of this Agreement; provided further that if the Screen Rate shall not be available at such time for
such Interest Period (an “Impacted Interest Period”) with respect to Dollars then the LIBO Rate shall be the
Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“LIBO
Screen Rate” is defined in the definition of “LIBO Rate.”


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing); provided
that in no event shall an operating lease be deemed to constitute a Lien.


 


“Loan”
is defined in Section 2.1.


 


“Loan
Documents” means, collectively, this Agreement, the Note, the Fee Letter and each Subsidiary Joinder Agreement (if any).


 


“Loan
Parties” means the Borrower and the Guarantors.


 


“Master
Franchise Agreements” means the Amended and Restated Master Franchise Agreement, dated as of November 10, 2008 (as the
same may be amended, restated, supplemented or otherwise modified from time to time), among McDonald’s Latin America, the
Borrower and the other parties thereto, and the Second Amended and Restated Master Franchise Agreement, dated as of November 10,
2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time), among McDonald’s Latin
America and Arcos Dourados Comércio de Alimentos Ltda.


 


“Master
Franchisee” means LatAm, LLC, or any successor to its rights and obligations under the Amended and Restated Master Franchise
Agreement, dated as of November 10, 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to
time), among McDonald’s Latin America, the Borrower and the other parties thereto.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, properties, operations or financial condition of
the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to pay or perform
their respective obligations, liabilities and indebtedness under the Loan Documents as such payment or performance becomes due
in accordance with the terms thereof, (c) the rights and remedies of the Lender under any Loan Document or the validity, legality,
binding effect or enforceability thereof.


 


“Material
Subsidiary” means, at any time, any Guarantor and any other Subsidiary of the Borrower that (a) represents 10% or more
of Consolidated EBITDA of the Borrower for the four fiscal quarters most recently ended at the time of determination, or (b) holds
assets representing 10% or more of Consolidated Tutal Assets. As of the Closing Date (determined based on the financial condition
and results of operations as of and for the period of four (4) fiscal quarters ended on June 30, 2016), the Material Subsidiaries
are as set forth on Schedule 1.1.


 




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“Maturity
Date” means November 10, 2017.


 


“McDonald’s
Mortgage” means any mortgages granted in favor of McDonald’s Latin America on Secured Restricted Real Estate,
in each case securing obligations owing to McDonald’s Latin America under the Master Franchise Agreement in an aggregate
amount not to exceed the undrawn portion of the Letter of Credit on the date of termination thereof.


 


“McDonald’s
Security Documents” means the McDonald’s U.S. Stock Pledge Agreement, dated as of August 3, 2008, made by the
Borrower and the other parties thereto in favor of McDonald’s Latin America, the McDonald’s Foreign Pledge Agreements
and the McDonald’s Deposit Pledge Agreement and any other agreement, instrument or document under which any Lien is granted
to secure obligations under the Franchise Documents, as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


“Non-Guarantor
Subsidiary” means, as of any time of determination, each Subsidiary of the Borrower that is not a Guarantor at such
time.


 


“Non-Public
Lender” means (i) prior to the publication of an interpretation of “public” as referred to in the CRR by
the competent Government Authority or Government Authorities, an entity which (x) assumes existing rights and/or obligations vis-à-vis
the Borrower, the value of which is at least EUR 100,000 (or its equivalent in another currency), (y) provides repayable funds
for an initial amount of at least EUR 100,000 (or its equivalent in another currency) or (z) otherwise qualifies as not forming
part of the public; and (ii) upon the interpretation of the term “public” as referred to in the CRR being published
by the relevant Government Authority or Government Authorities, an entity which is not considered to form part of the public on
the basis of such interpretation.


 


“Note”
means each promissory note executed by the Borrower in favor of the Lender, substantially in the form of Exhibit B.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower and the Guarantors arising under
any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against the Borrower, any Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable
claims in such proceeding.


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or any other similar Taxes,
charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, registration
or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.


 


“Panamanian
Guarantor” means each Guarantor organized under the laws of Panama.


 


“Permitted
Holders” means (a) any Person that is an Affiliate of the Borrower prior to an event giving rise to a Change of Control
(and not established as an Affiliate in order to effect what would otherwise be a Change of Control), (b) Woods W. Staton and
any Related Party of Woods W. Staton and (c) any Person both the Capital Stock and the Voting Stock of which (or in the case of
a trust, the beneficial interests in which) are owned directly or indirectly 51% or more by Persons specified in clause (b).


 




    13 


    


    

“Permitted
Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary
purchases or otherwise acquires accounts receivable of the Borrower or any Subsidiary and enters into a third party financing
thereof on terms that the Board of Directors of the Borrower or such Subsidiary has concluded are customary and market terms fair
to such Person.


 


“Person”
means an individual, partnership, corporation, business trust, joint stock company, limited liability company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever nature.


 


“Preferred
Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other
Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.


 


“Property”
shall mean any right or interest in or to property, assets, rights or revenues of any kind whatsoever, whether real, personal
or mixed, whether existing or future and whether tangible or intangible, including intellectual property.


 


“Regulation
U” means Regulation U (12 C.F.R. Part 221) of the Board, as the same may be modified and supplemented and in effect
from time to time.


 


“Regulation
X” means Regulation X (12 C.F.R. Part 224) of the Board, as the same may be modified and supplemented and in effect
from time to time.


 


“Related
Party” means, with respect to any Person, (1) any Subsidiary, spouse, descendant or other immediate family member (which
includes any child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
or sister-in-law) (in the case of an individual), of such Person, (2) any estate, trust, corporation, partnership or other entity,
the beneficiaries and stockholders, partners or owners of which consist solely of one or more Permitted Holders referred to in
clause (1) of the definition thereof and /or such other Persons referred to in the immediately preceding clause (1), or (3) any
executor, administrator, trustee, manager, director or other similar fiduciary of any Person referred to in the immediately preceding
clause (2), acting solely in such capacity.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by
the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations
Security Council, the European Union or The Netherlands, (b) any Person operating, organized or resident in a Sanctioned Country
or (c) any Person owned 50% or more any such Person or Persons described in the foregoing clause (a).


 


“Sanctioned
Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time
of this Agreement, Cuba, Crimea, Iran, North Korea, Sudan and Syria).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security
Council, the European Union, The Netherlands or Her Majesty’s Treasury of the United Kingdom.


 


“Securitization
Subsidiary” means (a) a Subsidiary that is designated a “Securitization Subsidiary” by the Board of Directors
of the Borrower, (b) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted
Receivables Financings and any activity


 




    14 


    


    

necessary,
incidental or related thereto, (c) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which is
guaranteed by the Borrower or any Material Subsidiary, is recourse to or obligates the Borrower or any Material Subsidiary of
the Borrower in any way, subjects any property or asset of the Borrower or any Material Subsidiary of the Company, directly or
indirectly, contingently or otherwise, to the satisfaction thereof and (d) with respect to which neither the Borrower nor any
Material Subsidiary has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of
operating results other than, in respect of clauses (c) and (d), pursuant to customary representations, warranties, covenants
and indemnities entered into in connection with a Permitted Receivables Financing.


 


“Subsidiary”
means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each
class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership
or other entity are, at the time owned, or the management of which is otherwise controlled by, such Person or by one or more Subsidiaries
of such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower


 


“Subsidiary
Joinder Agreement” means each agreement executed by an Additional Guarantor in the form of Exhibit E.


 


“Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions, withholdings, assessments, fees or other charges
imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any
and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.


 


“Territory”
means, with respect to any Guarantor and any Subsidiary of any Guarantor, the country in which such Subsidiary is organized and
has its primary operations.


 


“United
States” means the United States of America.


 


“Voting
Stock” means Capital Stock in any Person, the holders of which are ordinarily, in the absence of contingencies, entitled
to vote for the election of directors (or individuals performing similar functions) of such Person, even if the right so to vote
has been suspended by the happening of such a contingency.


 


Section 1.2            
Rules of Construction.


 


(a)            The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words
“herein,” “hereof ‘ and “hereunder,” and words of similar import when used in any Loan Document,
shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references
in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and


 




    15 


    


    

Sections of,
and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to
time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and Properties, including cash, securities, accounts and contract rights.


 


(b)            In this Agreement and each other Loan Document, unless the context clearly requires otherwise (or such other Loan Document
clearly provides otherwise), (i) “amend” shall mean “amend, restate, amend and restate, supplement or modify;”
and “amended,” “amending” and “amendment” shall have meanings correlative to the foregoing;
(ii) in the computation of periods of time from a specified date to a later specified date, “from” shall mean “from
and including,” “to” and “until” shall mean “to but excluding,” and “through”
shall mean “to and including;” (iii) “hereof,” “herein” and “hereunder” (and similar
terms) in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as
a whole and not to any particular provision of this Agreement or such other Loan Document; and (iv) references to “the date
hereof ‘ shall mean the date first set forth above.


 


(c)            In this Agreement unless the context clearly requires otherwise, any reference to (i) an Exhibit or Schedule is to an Exhibit
or Schedule, as the case may be, attached to this Agreement and constituting a part hereof, and (ii) a Section or other subsection
is to a Section or such other subsection of this Agreement.


 


(d)            Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP; provided that, if the Borrower notifies the Lender that the Borrower requests an amendment to my provision hereof
to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of
such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


(e)            For purposes of Section 5.5(a) and Section 6.6, the definitions of Consolidated Net Indebtedness, Consolidated
EBITDA and Consolidated Net Indebtedness to EBITDA Ratio will be calculated after giving effect on a pro forma basis in good faith
for the period of such calculation for the following:


 


(i)     the incurrence, repayment or redemption of any Indebtedness (including acquired Indebtedness) of such Person or any of
its Subsidiaries, and the application of the proceeds thereof, including the incurrence of any Indebtedness (including acquired
Indebtedness), and the application of the proceeds thereof, giving rise to the need to make such determination, occurring during
such four-quarter period or at any time subsequent to the last day of such four-quarter period and prior to or on such date of
determination, to the extent, in the case of an incurrence, such Indebtedness is outstanding on the date of determination, as
if such incurrence, and the application of the proceeds thereof, repayment or redemption occurred on the first day of such four-quarter
period; and


 


(ii)    any asset sale transaction or asset acquisition by such Person or any of its Subsidiaries, including any asset sale or
asset acquisition giving rise to the need to make such determination, occurring during the four-quarter period or at any time
subsequent to the last day


 




    16 


    


    

of
the four-quarter period and prior to or on such date of determination, as if such asset sale transaction or asset acquisition
occurred on the first day of the fourquarter period.


 


For
purposes of making such pro forma computation, the amount of Indebtedness under any revolving credit facility will be computed
based on:


 


(A)           
the average daily balance of such Indebtedness during such four- quarter period; or


 


(B)           
if such facility was created after the end of such four-quarter period, the average daily balance of such Indebtedness
during the period from the date of creation of such facility to the date of such calculation,


 


in each case giving
pro forma effect to any borrowings related to any transaction referred to in clause (ii) of this Section 1.2(e).


 


Article
II



LOANS


 


Section 2.1            
Loans. Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a
“Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, subject to Section
2.2, in an aggregate amount not to exceed, at any time outstanding, the Aggregate Commitment Amount. Within the limits of
the Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.1, repay
and reborrow under this Section 2.1.


 


Section 2.2            
Borrowing.


 


(a)            To
request a Borrowing, the Borrower shall give the Lender an irrevocable notice substantially in the form of Exhibit A (the
“Borrowing Notice”) signed by the Borrower and appropriately completed, not later than by 11:00 a.m. (New York
City time) three Business Days prior to the date the Borrowing is desired. The initial borrowing shall (i) be in a principal amount
of at least U.S.$100,000 and (ii) be provided by a Lender that is a Non-Public Lender.


 


(b)            Upon satisfaction of the applicable conditions set forth in Section 4.2, the Lender shall make the amount of the
requested Loan available to the Borrower in immediately available funds on the Borrowing Date specified in the Borrowing Notice.


 


Section 2.3            
Termination of Commitment. The Commitment shall automatically terminate at 5:00 p.m. (New York City time) on the
Commitment Termination Date.


 


Section 2.4            
Repayment of the Loans. The Borrower hereby unconditionally promises to pay to the Lender on the Maturity Date the
aggregate principal amount of all Loans outstanding on such date.


 


Section 2.5            
Optional Prepayment; Mandatory Prepayment.


 


(a)            The Borrower shall have the right, upon three Business Days’ irrevocable notice to the Lender, to prepay on any Business
Day, without premium or penalty, all or any portion of the Loans then outstanding. Prepayments must be accompanied by a payment
of all accrued and unpaid interest on the amount so prepaid through the date of prepayment.


 




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(b)            If on any Business Day for any reason the total outstanding principal amount of the Loans at any time exceeds the Aggregate
Commitment Amount then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.


 


(c)            Each payment pursuant to this Section 2.5 shall be accompanied by accrued interest to such date on the amount prepaid
and any additional amounts required to be paid pursuant to Section 2.15.


 


Section 2.6            
Interest Rates and Interest Payment Dates.


 


(a)            Except as set forth in clause (b) below or in Section 2.9 or 2.11, each Loan shall bear interest on the unpaid
principal amount thereof, for the period from (and including) the day such Loan is made to, but excluding, the day such Loan is
paid at a rate per annum equal to the LIBO Rate determined for the Interest Period then in effect, plus the Applicable
Margin. Accrued (and theretofore unpaid) interest on each Loan shall be payable (i) in arrears on each Interest Payment Date,
(ii) on the date of any prepayment (on the amount prepaid) and (iii) at maturity (whether at stated maturity, by acceleration
or otherwise) and, after such maturity, on demand.


 


(b)            During the continuance of any Event of Default, (i) all principal of any Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the rate that is 2% in excess of the interest rate then applicable to
the Loan, and at any time following the termination of the Interest Period then in effect such rate shall be equal to 2% plus
the Base Rate plus 1.50% determined from time to time and (ii) to the extent permitted by Applicable Law, any overdue
interest or other amounts owing hereunder shall bear interest, payable on demand, for each day until paid at a rate per annum
equal to 2% plus the Base Rate plus 1.50% determined from time to time. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand.


 


(c)            All computations of interest for Loans determined by reference to the Base Rate shall be made on the basis of a year of
365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed.


 


(d)            Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error. The Lender shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations
used by the Lender in determining the LIBO Rate or the Base Rate, as applicable.


 


Section 2.7            
Commitment Fee. The Borrower agrees to pay to the Lender on the last day of each March, June, September and December,
commencing with December 31, 2016, and on the Commitment Termination Date, a commitment fee (the “Commitment Fee”),
at a rate of 0.75% per annum on the average daily amount of the unutilized portion of the Commitment of the fiscal quarter
of the Borrower ended on such day. The phrase “unutilized portion of the Commitment” as used in the preceding sentence
means, as of any day, the positive difference between (a) the amount of the Commitment, and (b) the outstanding principal amount
of the Loans. The Commitment Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The
Commitment Fee due to the Lender shall commence to accrue on the Closing Date, shall be payable in arrears and shall cease to
accrue on the date on which the Commitment shall be terminated or terminates as provided herein.


 




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Section 2.8            
Note.


 


(a)            The obligation of Borrower to repay the aggregate principal balance of all Loans hereunder outstanding at any one time
shall be evidenced by a note governed by the laws of the State of New York executed by the Borrower, as issuer, payable to the
order of the Lender, substantially in the form of Exhibit B, as such Note may be modified or amended from time to time.


 


(b)            The payment of any part of the principal of the Note shall discharge the obligation of the Borrower under this Agreement
to pay principal of the Loans evidenced by the Note pro tanto, and the payment of any principal of a Loan in accordance
with the terms hereof shall discharge the obligations of the Borrower under the Note pro tanto.


 


(c)            In the event of any inconsistency between this Agreement and the Note with respect to the calculation of interest or any
other amount due hereunder, this Agreement shall prevail.


 


Section 2.9            
Inability to Determine Interest Rate. If, prior to the commencement of any Interest Period, the Lender determines
(which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining
the LIBO Rate for such Interest Period or that the LIBO Rate for such Interest Period will not adequately and fairly reflect the
cost of the Lender of making or maintaining the Loans for such Interest Period, then the Lender shall give notice thereof to the
Borrower by telephone or telecopy as practicable thereafter and each Loan shall bear interest at a rate per annum equal
to the Base Rate plus the Applicable Margin for such Interest Period and each subsequent Interest Period until the Lender notifies
the Borrower that the circumstances giving rise to such notice no longer exist.


 


Section 2.10        
Payments Generally. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall
be made to the Lender, at the Lender’s office in Dollars and in immediately available funds not later than 4:00 p.m. (New
York time) on the date specified herein. If any payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest
or fees, as the case may be.


 


Section 2.11        
Illegality. If any Change in Law makes it unlawful, or any Governmental Authority of competent jurisdiction has
asserted that it is unlawful, for the Lender or its applicable lending office to make, maintain or fund the Loans, or to determine
or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority
of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by
the Lender to the Borrower, (i) any obligation of the Lender to make or continue Loans at the LIBO Rate shall be suspended, and
(ii) if such notice asserts the illegality of the Lender making or maintaining Loans the interest rate on which is determined
by reference to the LIBO Rate component of the Base Rate, the interest rate on which the Loans shall, if necessary to avoid such
illegality, be determined by the Lender without reference to the LIBO Rate component of the Base Rate, in each case until the
Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice,
(x) all Loans shall commence to bear interest at the Base Rate (which shall, if necessary to avoid such illegality, be determined
by the Lender without reference to the LIBO Rate component of the Base Rate) plus 1.50%, either on the last day of the
Interest Period therefor, if the Lender may lawfully continue to maintain the Loans bearing interest at the LIBO Rate to such
day, or immediately, if the Lender may not lawfully continue to maintain such Loans bearing interest at the LIBO Rate and (y)
if such notice asserts the illegality of the Lender determining or charging interest rates based upon the LIBO Rate, the Lender
shall, during the period of such suspension, compute the Base Rate without reference to the LIBO Rate component thereof until
the Borrower is advised in writing by the


 




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Lender that
it is no longer illegal for the Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such conversion
of Loans from bearing interest at the LIBO Rate to the Base Rate, the Borrower shall pay to the Lender all accrued and unpaid
interest on the amount so converted.


 


Section 2.12        
Taxes.


 


(a)          Any and all payments by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan
Document shall, to the extent permitted by Applicable Law, be made free and clear of and without deduction or withholding for
any Taxes. If, however, Applicable Law requires the Borrower or any Guarantor to withhold or deduct any Tax, such Tax shall be
withheld or deducted in accordance with such Applicable Law as determined by the Borrower or such Guarantor.


 


(b)          If the Borrower or any Guarantor shall be required by Applicable Law to withhold or deduct any Taxes from any payment,
then (i) the Borrower or such Guarantor shall withhold or make such deductions as are determined by the Borrower or such Guarantor
to be required, (ii) the Borrower or such Guarantor shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority in accordance with Applicable Law, and (iii) to the extent that the withholding or deduction is made on account of Indemnified
Taxes, the sum payable by the Borrower or such Guarantor shall be increased by such additional amounts as necessary so that after
any such required withholding or the making of all such required deductions (including withholding or deductions applicable to
additional sums payable under this Section 2.12) the Lender receives an amount equal to the sum it would have received
had no such withholding or deduction been made.


 


(c)          Without limiting the provisions of clause (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with Applicable Law.


 


(d)          Without limiting the provisions of clause (a), (b) or (c) above, the Borrower shall, and does hereby indemnify the Lender,
and shall make payment in respect thereof, within ten days after written demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributed to amounts payable under this Section 2.12) withheld
or deducted by the Borrower or any Guarantor or paid by the Lender, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower
by the Lender shall be conclusive absent manifest error.


 


(e)          Within 30 calendar days, upon request by the Lender, after any payment of Taxes by the Borrower to a Governmental Authority
as provided in this Section 2.12, the Borrower shall deliver to the Lender the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment or any other evidence available that is reasonably satisfactory
to the Lender.


 


(f)           Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed
and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or
at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower, shall deliver such other documentation
reasonably requested by the Borrower as will enable the Borrower to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the
completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material


 




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unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(g)          If the Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as
to which it has been indemnified pursuant to this Section 2.12 (including the payment of additional amounts pursuant to
this Section 2.12), it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments
made under this Section 2.12 with respect to the Taxes giving rise to such refund), net of all outof-pocket expenses (including
Taxes) of the Lender and without interest (other than any interest paid by the relevant taxation authority with respect to such
refund). Upon the request of the Lender, the Borrower shall repay to the Lender the amount paid over pursuant to this Section
2.12(f) (plus any penalties, interest or other charges imposed by the relevant taxation authority) in the event that the Lender
is required to repay such refund to such taxation authority. Notwithstanding anything to the contrary in this Section 2.12(g),
in no event will the Lender be required to pay any amount to the Borrower pursuant to this Section 2.12(g) the payment
of which would place the Lender in a less favorable net after-Tax position th.an the Lender would have been in if the indemnification
payments or additional amounts giving rise to such refund “had never been paid. This paragraph shall not be construed to
require the Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the Borrower.


 


Section 2.13        
Requirements of Law.


 


(a)          In the event that any Change in Law or compliance by the Lender with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority occurring after the date hereof:


 


(i)   does or shall impose, modify or hold applicable any reserve, special deposit or similar requirement against assets held
by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, any office of
the Lender which are not otherwise included in the determination of the LIBO Rate; or


 


(ii)  does or shall impose on the Lender or the London interbank market any other condition affecting this Agreement or the Loans;


 


and the result of any of the
foregoing is to increase the cost to the Lender or its lending office of making or maintaining advances or extensions of credit
or to reduce any amount received or receivable hereunder, whether of principal, interest or otherwise (other than an increase
in cost or reduction in amount attributable to Taxes, as to which Section 2.12 shall govern), in each case, in respect
of the Loans, then, in any such case, the Borrower shall pay the Lender, within 30 days from demand, such additional amount
or amounts as will compensate it for such additional cost incurred or reduction suffered.


 


(b)          If the Lender reasonably determines in good faith that any Change in Law regarding capital requirements has or would have
the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company,
if any, as a consequence of this Agreement, the Commitment or the Loans to a level below that which the Lender or the Lender’s
holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the
policies of the Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay
to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such
reduction suffered.


 


(c)          A certificate of the Lender setting forth in reasonable detail the basis for the calculation of the amount or amounts necessary
to compensate the Lender or its holding company, as the


 




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case may be,
as specified in clauses (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error.
The Borrower shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure
or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of this Section shall not
constitute a waiver of the Lender’s right to demand such compensation; provided, however, that the Borrower
shall not be required to compensate the Lender pursuant to this Section 2.13 for any increased cost incurred more than
180 days before it notifies the Borrower of the Change in Law giving rise to such increased cost and of its intention to claim
compensation therefore. However, if the Change in Law giving rise to such increased cost or reduction is retroactive, then the
180-day period referred to above will be extended to include the period of retroactive effect thereof.


 


Section 2.14        
Mitigation Obligations. If the Lender requests compensation under Section 2.13, or requires the Borrower
or any Guarantor to pay any Indemnified Taxes or additional amounts to the Lender or any Governmental Authority for the account
of the Lender pursuant to Section 2.12, then the Lender shall (at the request of the Borrower or the Guarantor) use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of the Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.13, as the case may be, in the
future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in connection with any
such designation or assignment.


 


Section 2.15        
Breakage Costs. The Borrower agrees to reimburse the Lender for any Breakage Costs. The Borrower shall pay the Lender
the amount shown as due on any certificate delivered by the Lender to the Borrower setting forth in reasonable detail Breakage
Costs incurred within 30 days after receipt thereof.


 


Section 2.16        
Survival. The provisions of Sections 2.11, 2.12, 2.13 and 2.15 shall survive termination of
the Commitment and the repayment of all Obligations hereunder.


 


Article
III



REPRESENTATIONS AND WARRANTIES


 


The Borrower
and each Guarantor hereby represents and warrants to the Lender as of the Closing Date and on each Borrowing Date, that:


 


Section 3.1            
Financial Condition; No Material Adverse Effect. (a) The audited Consolidated balance sheets of the Borrower and
its Subsidiaries as at December 31, 2015, including the related schedules and notes thereto, and the unaudited Consolidated balance
sheets of the Borrower and its Subsidiaries as at June 30, 2016, including the related schedules and notes thereto, in each case,
present fairly the financial condition of the Borrower and its Subsidiaries as of the end of such fiscal year and fiscal quarter,
respectively, and results of their operations and the changes in their undistributed net assets for the fiscal year and fiscal
quarter, respectively, then ended.


 


(b)           Since December 31, 2015, there has been no event or circumstance that has had or would reasonably be expected to have a
Material Adverse Effect.


 


Section 3.2            
Existence and Qualification; Power. The Borrower and each Material Subsidiary (a) is duly organized or formed, validly
existing and, as applicable, in good standing under the Laws of


 




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the jurisdiction
of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations,
consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations
under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing
under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification or license; except in each case referred to in clause (a) but only with respect to any Material Subsidiary
that is not a Guarantor, (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material
Adverse Effect.


 


Section 3.3            
Authorization; Enforceable Obligations; No Contravention. The execution, delivery and performance of this Agreement
and the other Loan Documents by the Loan Parties have been duly authorized by all necessary action, and this Agreement is and
the other Loan Documents, when executed, will be legal, valid and binding obligations of the Loan Parties party thereto, enforceable
in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws. The execution,
delivery and performance of this Agreement and the other Loan Documents (i) are not in contravention of law or of the terms of
any Loan Party’s organizational documents, and (ii) will not result in the breach of or constitute a default under, or result
in the creation of a Lien or require a payment to be made under any indenture, agreement or undertaking to which the Borrower
or any Guarantor is a party or by which it or its property may be bound or affected, except in the case referred to in this clause
(ii), to the extent that such breach, default, Lien or payment would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.4            
Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by,
or notice to, or filing with, any Governmental Authority, including the Central Bank of Brazil, or any other Person is necessary
or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any Guarantor
of this Agreement or any other Loan Document, which has not been duly obtained, except for, with respect to the Brazilian Guarantor,
the notarization and consularization of this Agreement, the translation of this Agreement into Portuguese by a certified public
translator and the filing of such translated and notarized and consularized Agreement with the relevant Registry of Titles and
Documents in Brazil which shall be completed within twenty (20) days after the date on which the Borrower has received the original
signature pages from each of the counterparties to this Agreement.


 


Section 3.5            
No Material Litigation. Except as set forth on Schedule 3.5, there is no action, suit, investigation or proceeding
at law or in equity or by or before any governmental instrumentality or agency or arbitral body pending, or, to the knowledge
of the Borrower or any Guarantor, threatened by or against the Borrower or any of its Material Subsidiaries or affecting the Borrower
or any of its Material Subsidiaries or any Properties or rights of the Borrower or any of its Material Subsidiaries, which, if
adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


Section 3.6            
Taxes. The Borrower and each of its Material Subsidiaries has filed or caused to be filed all federal and state
and local tax returns which are required to be filed by it, except where the failure to file such tax returns would not reasonably
be expected to result in a Material Adverse Effect, and, except for (i) taxes and assessments being contested in good faith by
appropriate proceedings diligently conducted and against which adequate reserves have been established in accordance with GAAP
or (ii) taxes the payment of which would not reasonably be expected to result in a Material Adverse Effect, have paid or caused
to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due.


 




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Section 3.7            
Compliance with Laws. The Borrower and each of its Material Subsidiaries are in compliance in all material respects
with the requirements of all laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except
(i) in such instances in which such requirement of law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (ii) where the failure to be in compliance would not reasonably be expected to
result in a Material Adverse Effect.


 


Section 3.8            
Intellectual Property; Licenses, Etc. The Borrower and each of its Material Subsidiaries own, or possess the right
to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other
intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict
in any material respects with the rights of any other Person. To the best knowledge of the Borrower and each Guarantor, no slogan
or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to
be employed, by the Borrower or any of its Material Subsidiaries infringes upon any rights held by any other Person, except for
any such infringement which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower or any Guarantor,
threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


Section 3.9            
Ranking. The payment obligations in respect of the Loans will constitute unsecured, direct and unconditional obligations
of the Borrower and the Guarantors, and shall rank at least pari passu with all other existing and future unsecured, unsubordinated
indebtedness of the Borrower and the Guarantors, except for any obligations that have priority under applicable laws.


 


Section 3.10        
Full Disclosure. The reports, financial statements, certificates and other information furnished by or on behalf
of the Loan Parties to the Lender in connection with the negotiation of this Agreement or delivered hereunder, taken as a whole,
do not contain any untrue statement of a material fact or omits a material fact necessary to make the statement made not misleading;
provided that, with respect to projected financial information, the Borrower and each Guarantor represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


Section 3.11        
Form of Documents. Each of the Loan Documents to which any Loan Party is a party is in proper legal form under the
laws of the jurisdiction in which such Loan Party is organized for the enforcement thereof against such Loan Party under such
laws; provided that, in the event of enforcement of any of the Loan Documents, including this Agreement, against any Guarantor,
a translation of that document into the official language of the court presiding over such proceedings, prepared by a court-approved
translator or other official translator may be required, in respect of which such Guarantor would have the opportunity to review
and comment, and proceedings would thereafter be based upon the agreed upon translation.


 


Section 3.12        
Environmental Matters. Except for matters that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect: (a) the properties presently owned, leased or operated by the Loan Parties and their Subsidiaries
are in compliance with all Environmental Laws; (b) none of the Loan Parties nor any of their Subsidiaries has received any written
complaint or notice of violation or liability under Environmental Laws with regard to any Loan Party or any Subsidiary thereof;
(c) there are no administrative actions or judicial proceedings pending under any Environmental Law against any Loan Party or
any Subsidiary thereof, and (d) none of the Loan Parties nor any of their Subsidiaries is subject to any Environmental Liability
applicable to it.


 




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Section 3.13        
Use of Proceeds. The Borrower will use the proceeds of the Loans for working capital and other lawful general corporate
purposes. No proceeds of the Loans will be used for any purpose which violates or is inconsistent with the provisions of Regulation
U or Regulation X.


 


Section 3.14        
Investment Company Act. No Loan Party is required to register as an “investment company” as defined
in the Investment Company Act of 1940, as amended.


 


Section 3.15        
Anti-Corruption Law and Sanctions. The Borrower has implemented and maintains in effect policies and procedures
reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the
Borrower, their respective directors, officers, employees and agents are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects. None of the Borrower, any Subsidiary or, to the knowledge of the Borrower, any of their respective
directors, officers, employees or agents that will act in any capacity in connection with or benefit from the credit facility
established hereby, is a Sanctioned Person.


 


Section 3.16        
Consolidated EBITDA of Guarantors. As of the Closing Date, the Consolidated EBITDA of the Guarantors party to this
Agreement (calculated on a Combined/Consolidated Basis) for the period of four (4) fiscal quarters ended on June 30, 2016 represents
at least 80% of Consolidated EBITDA of the Borrower for such period. No Subsidiary of any Guarantor included in the calculation
of the Consolidated EBITDA of the Guarantors within any one Territory determined on a Combined/Consolidated Basis for such period
accounts for 2% or more of the Consolidated EBITDA of the Guarantors within such Territory (calculated on a Combined/Consolidated
Basis) for such period.


 


Article
IV



CONDITIONS PRECEDENT


 


Section 4.1            
Conditions to Closing. This Agreement and the obligations of the Lender to make Loans hereunder shall become effective
on such date the Lender shall have received each of the following documents and the following conditions shall have been satisfied
on or prior to such date (such date, the “Closing Date”), each of which shall be reasonably satisfactory to
the Lender in form and substance (or such condition shall have been waived in writing by the Lender):


 


(a)            the Lender shall have received each Loan Document (other than any Guaranty Joinder Agreement) duly executed and delivered
on behalf of the Borrower and each Guarantor, as applicable;


 


(b)            incumbency certificates evidencing the identity, authority and capacity of each officer of the Borrower and each Guarantor
authorized to act on behalf of such Person in connection with this Agreement and the other Loan Documents to which such Person
is a party;


 


(c)            favorable opinions of (i) in-house special New York counsel to the Loan Parties, (ii) in-house Brazilian counsel to Arcos
Dourados Comércio de Alimentos Ltda., (iii) in-house Panamanian counsel to Arcos Dorados Panamà and Sistemas MCopco
Panamà S.A., (iv) in-house Costa Rican counsel to ADCR Inmobiliaria S.A. and Arcos Dorados Costa Rica ADCR, SA., and (v)
Lovens & Loeff, Dutch counsel to the Borrower, in each case substantially in the form attached hereto as Exhibits D-1,
D-2, D-3, D-4 and D-5 respectively;


 


(d)            a certificate signed by the chief financial or accounting officer of the Borrower (A) confirming (1) that no Default or
Event of Default shall have occurred and be continuing, (2) that the


 




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representations
and warranties of the Loan Parties set out in the Loan Documents shall be (x) if any such representation and warranty is qualified
as to materiality or by reference to the existence of a Material Adverse Effect, true and correct (as so qualified) on and as
of the Closing Date, or (y) if any such representation and warranty is not so qualified, true and correct in all material respects
on and as of the Closing Date and (B) accompanied by true and correct copies of organizational documents, resolutions and powers
of attorney of each Loan Party and its legal representatives;


 


(e)            the Borrower and each Guarantor shall have delivered evidence that a process agent shall have accepted appointment to receive
service of process on the Borrower and such Guarantor, in form and substance reasonably satisfactory to the Lender; and


 


(f)             the Borrower shall have paid all fees and other amounts due and payable on or before the Closing Date by the Borrower to
the Lender (including fees and expenses of counsel to the Lender) to the extent invoiced to the Borrower prior to the Closing
Date.


 


The Lender shall notify the Borrower
of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lender
to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in writing
by the Lender) at or prior to 2:00 p.m., New York time, on the date that is five (5) days after the date hereof (and, in the event
such conditions are not so satisfied or waived, the Commitment shall terminate at such time).


 


Section 4.2            
Conditions to each Borrowing. The obligation of the Lender to make a Loan is subject to the satisfaction, unless
waived in writing by the Lender, of the further conditions precedent that:


 


(a)            the Closing Date shall have occurred;


 


(b)            the Lender shall have received a Borrowing Notice in accordance with Section 2.2;


 


(c)            the representations and warranties of the Loan Parties set out in the Loan Documents shall be (A) if any such representation
and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct (as
so qualified) on and as of the Borrowing Date, or (B) if any such representation and warranty is not so qualified, true and correct
in all material respects on and as of the Borrowing Date; provided, that for purposes of this Section 4.2(c), the
representation and warranty of the Borrower contemplated in Section 3.1(a) shall be deemed to refer to the last day of
the period covered by the most recent financial statements furnished to the Lender hereunder;


 


(d)            the sum of the outstanding principal amount of the Loans plus the amount of the requested Loan shall be equal to or less
than the Aggregate Commitment Amount; and


 


(e)            immediately prior and after the borrowing of the Loan on the Borrowing Date, no Default or Event of Default shall have
occurred and be continuing.


 


Article
V



AFFIRMATIVE COVENANTS


 


Until the Commitments have been
terminated and all Obligations of the Borrower under the Loan Documents have been paid in full:


 




    26 


    


    

Section 5.1            
Financial Statements and Other Information. The Borrower shall furnish to the Lender:


 


(a)           as
soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a Consolidated balance sheet
of the Borrower and its Subsidiaries as of the end of such fiscal year and the related Consolidated statements of income, changes
in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all prepared in accordance with GAAP applied on a consistent basis and certified by independent
public accountants of nationally recognized standing;


 


(b)           as soon as available and in any event within 90 days after the end of each of the first three quarters of each fiscal year
of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and the related
Consolidated statement of income for such quarter and for the portion of the Borrower’s fiscal year then ended, and the
related Consolidated statements of cash flows and changes in shareholders’ equity for the portion of the fiscal year then
ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding quarter and the corresponding
portion of the Borrower’s previous fiscal year, all in reasonable detail and duly certified (subject to normal year-end
adjustments and the absence of footnotes) by the chief financial officer of the Borrower as having been prepared in accordance
with GAAP applied on a consistent basis;


 


(c)           concurrently with the delivery of the financial information pursuant to clauses (a) and (b) above, a compliance certificate
substantially in form of Exhibit C hereto, executed by the chief financial or accounting officer of the Borrower, (i) certifying
to the best of his knowledge, that no Default or Event of Default has occurred and is continuing or, if a Default or Event of
Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect
thereto and (ii) showing compliance with Sections 5.5 and 6.6;


 


(d)           promptly upon the Borrower’s or any Guarantor’s obtaining knowledge of any Default or Event of Default, a certificate
of the chief financial officer of the Borrower setting forth the details thereof;


 


(e)           promptly upon any Loan Party entering into any Indebtedness in excess of the equivalent of U.S.$40,000,000, copies of the
transaction documents related to such Indebtedness;


 


(f)            from time to time such additional information regarding the financial condition or business of the Borrower and the Material
Subsidiaries as the Lender may reasonably request; provided that the Borrower shall not be required to provide pursuant
to this Section 5.1(f) any information that (x) is subject to attorney-client or similar privilege or constitutes attorney
work product, (y) is a confidential or proprietary trade secret or (z) is commercially strategic information (as determined in
good faith by the Borrower); and


 


(g)           within five Business Days from any Loan Party’s obtaining knowledge thereof, notice of (i) any breach or non-performance
of, or any default under, a contractual obligation of the Borrower or any Material Subsidiary thereof; (ii) the commencement of,
or any material development in, any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Material
Subsidiary thereof and any Governmental Authority, including relating to tax events and liabilities; or (iii) the commencement
of, or any material development in, any litigation or proceeding affecting the Borrower or any Material Subsidiary thereof, including
pursuant to any applicable Environmental Laws, in each case, only if such event or development has resulted or would reasonably
be expected to result in a Material Adverse Effect.


 




    27 


    


    

Each notice pursuant to Section
5.1(d) or (g) shall be accompanied by a statement of the chief financial officer of the Borrower setting forth details
of the occurrence referred to therein and stating what action the Borrower and/or the applicable Subsidiary has taken and proposes
to take with respect thereto and, if applicable, shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.


 


Documents required to be delivered
pursuant to Section 5.1(a) or 5.1(b) may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s
Web site on the Internet at the website address provided to the Lender pursuant to Section 9.4, or (ii) on which such documents
are posted on the Guarantor’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether
a commercial, third-party website or whether sponsored by the Lender); provided that the Borrower shall notify the Lender
(by telecopier or electronic mail) of the posting of any such documents.


 


Section 5.2            
Other Affirmative Covenants. Each Loan Party shall (and the Borrower shall cause each Material Subsidiary to):


 


(a)            (i) preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction
of its organization, (ii) take all reasonable action to maintain all material rights, privileges, permits and licenses and necessary
or desirable in the ordinary course of its business, and (iii) preserve or renew those registered patents, trademarks, trade names
and service marks reasonably necessary in the ordinary course of its business, in each case, except in the case of any Loan Party,
unless such failure to preserve, renew or maintain would not reasonably be expected to result in a Material Adverse Effect;


 


(b)            comply with the requirements of all applicable laws, rules, regulations, and orders of Governmental Authorities unless
such failure to comply would not reasonably be expected to result in a Material Adverse Effect;


 


(c)            pay and discharge when due all obligations including taxes, assessments, and governmental charges or levies imposed on
it or on its income or profits or any of its property, except for any such tax, assessment, charge, or levy the payment of which
is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained and unless
any such failure to pay or discharge would not reasonably be expected to result in a Material Adverse Effect;


 


(d)            maintain all of its material properties owned or used in its business in good working order and condition ordinary wear
and tear excepted, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect;


 


(e)            maintain insurance in such amounts, with such deductibles, and against such risks as is customary for similarly situated
businesses, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect;


 


(f)             maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP shall be made
of all material financial transactions and material matters involving its assets and business and the assets and businesses of
its respective Subsidiaries;


 


(g)            following the occurrence and during the continuance of any Event of Default, permit representatives of the Lender, during
normal business hours, to examine, copy, and make extracts from its books and records, to inspect its properties, and to discuss
its business and affairs and the business and affairs of its Subsidiaries with its officers and directors;


 




    28 


    


    

provided that the Borrower
shall not be required to provide pursuant to this Section 5.2(g) any information that (x) is subject to attorney-client
or similar privilege or constitutes attorney work product, (y) is a confidential or proprietary trade secret or (z) is commercially
strategic information (as determined in good faith by the Borrower).


 


Section 5.3            
Use of Proceeds. The Borrower shall use proceeds of the Loan solely for working capital and other general corporate
purposes and not use such Loan proceeds for any purpose which violates or is inconsistent with the provisions of Regulation U
or Regulation X.


 


Section 5.4            
Rank of Obligations. Each Loan Party shall cause the payment obligations in respect of outstanding amounts under
this Agreement and the other Loan Documents to rank at least pari passu with all other existing and future unsecured indebtedness
of each Loan Party and to constitute direct, unconditional and unsubordinated obligations of each Loan Party, except for any obligations
that have priority under applicable laws.


 


Section 5.5            
Subsidiaries.


 


(a)            If as of the last day of any fiscal quarter of the Borrower (for purposes of this Section 5.5, the “reference
date”), the Consolidated EBITDA of the Guarantors party to this Agreement (calculated on a Combined/Consolidated Basis)
as of the reference date for the period of four (4) fiscal quarters preceding such reference date (for purposes of this Section
5.5, the “reference period”), represents less than 80% of Consolidated EBITDA of the Borrower for the reference
period, the Borrower shall, at its sole cost and expense, within thirty (30) days following the earliest of the date when financial
statements (a) are actually delivered (or otherwise made available) with respect to such fiscal quarter or (b) required to be
delivered pursuant to Section 5.1(a) or (b) with respect to such fiscal quarter, cause one or more Subsidiaries
to become party to this Agreement as a Guarantor by (i) executing a Subsidiary Joinder Agreement and (ii) delivering (A) an incumbency
certificate evidencing the identity, authority and capacity of each officer of such Subsidiary authorized to act on behalf of
such Person in connection with this Agreement, (B) true, correct and complete copies of organizational documents, resolutions
and powers of attorney of such Subsidiary and its legal representatives, (C) evidence of acceptance of appointment of a process
agent to receive service of process for such Subsidiary in form and substance satisfactory to the Lender and (D) in the case of
any such Subsidiary organized under the laws of Mexico, a power of attorney for lawsuits and collections granted by such Subsidiary,
certified by a Mexican notary public, in form and substance reasonably satisfactory to the Lender, appointing such process agent
to act as such on behalf of such Subsidiary, such that the Consolidated EBITDA of Guarantors party to this Agreement (including
such new Guarantor(s) on a pro forma basis) (in each case, calculated on a Combined/Consolidated Basis) represents 80% or more
of Consolidated EBITDA of the Borrower for the reference period.


 


(b)            If as of any reference date, (i) the portion of the Consolidated EBITDA of any Guarantor party to this Agreement (calculated
on a Combined/Consolidated Basis) for the period of four (4) fiscal quarters preceding such reference date attributable to any
Non-Guarantor Subsidiary of such Guarantor with operations within the same Territory as such Guarantor (such Subsidiary, a “Contributing
Subsidiary”) represents 2% or more of the Consolidated EBITDA of the Guarantors within such Territory (calculated on
a Combined/Consolidated Basis), and (ii) the Consolidated EBITDA of the Guarantors party to this Agreement (calculated on a Combined/Consolidated
Basis) as of the reference date for such reference period would represent less than 80% of Consolidated EBITDA of the Borrower
for the reference period if the relevant amounts attributable to such Contributing Subsidiary included in the Consolidated EBITDA
of the Guarantors within its Territory (calculated on a Combined/Consolidated Basis) were to be excluded from the calculation
of Consolidated EBITDA from the Guarantors within such Territory (on a Combined/Consolidated Basis), the Borrower shall, at its
sole cost and expense,


 




    29 


    


    

within thirty
(30) days following the earliest of the date when financial statements (a) are actually delivered (or otherwise made available)
with respect to such fiscal quarter or required to be delivered pursuant to Section 5.1(a) or (b) with respect to
such fiscal quarter, cause each such Contributing Subsidiary (or, if such Contributing Subsidiary is an Excluded Subsidiary, one
or more other Subsidiaries for which the portion of Consolidated EBITDA of the Borrower attributable to such Subsidiary or Subsidiaries
for the applicable reference period represented at least the same percentage of the Consolidated EBITDA of the Borrower as the
percentage represented by the portion attributable to any such Contributing Subsidiary), to become party to this Agreement as
a Guarantor by (i) executing a Subsidiary Joinder Agreement and (ii) delivering (A) an incumbency certificate evidencing the identity,
authority and capacity of each officer of such Subsidiary authorized to act on behalf of such Person in connection with this Agreement,
(B) true, correct and complete copies of organizational documents, resolutions and powers of attorney of such Subsidiary and its
legal representatives, (C) evidence of acceptance of appointment of a process agent to receive service of process for such Subsidiary
in form and substance satisfactory to the Lender and (D) in the case of any such Subsidiary organized under the laws of Mexico,
a power of attorney for lawsuits and collections granted by such Subsidiary, certified by a Mexican notary public, in form and
substance reasonably satisfactory to the Lender, appointing such process agent to act as such on behalf of such Subsidiary.


 


(c)            The Borrower may, at its sole cost and expense, at any time and from time to time, cause any Subsidiary of the Borrower
to become an Additional Guarantor by executing and delivering to the Lender (i) a duly executed Subsidiary Joinder Agreement and
(ii) (A) an incumbency certificate evidencing the identity, authority and capacity of each officer of such Subsidiary authorized
to act on behalf of such Person in connection with this Agreement, (B) true, correct and complete copies of organizational documents,
resolutions and powers of attorney of such Subsidiary and its legal representatives, (C) evidence of acceptance of appointment
of a process agent to receive service of process for such Subsidiary in form and substance satisfactory to the Lender and (D)
in the case of any such Subsidiary organized under the laws of Mexico, a power of attorney for lawsuits and collections granted
by such Subsidiary, certified by a Mexican notary public, in form and substance reasonably satisfactory to the Lender, appointing
such process agent to act as such on behalf of such Subsidiary.


 


Section 5.6            
Anti-Corruption and Sanctions.


 


(a)            The Borrower will maintain in effect policies and procedures reasonably designed to promote compliance by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


(b)            The Borrower shall not, and shall not permit any of its Subsidiaries or its or their respective directors, officers, employees
and agents to, use the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment
or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of
funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country, except to the extent permissible for a Person required to comply with Sanctions or (C) in any manner that would result
in the violation of any Sanctions applicable to any party hereto.


 


Article
VI



NEGATIVE COVENANTS


 


So long as
the Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
no Loan Party shall (and the Borrower will not permit any Material Subsidiary to):


 




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Section 6.1            
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now
owned or hereafter acquired, or assign any accounts or other right to receive income, other than:


 


(a)            Liens pursuant to any Loan Document;


 


(b)            Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(c)            carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising
in the ordinary course of business which are not overdue for a period of more than 90 days or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;


 


(d)            pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation, including any Lien securing letters of credit issued in the ordinary course of business
consistent with past practice in connection therewith;


 


(e)            Liens incurred or deposits made to secure the performance of tenders, bids, leases, trade contracts and leases (other than
indebtedness), statutory obligations, surety and appeal bonds, customs duties, performance bonds, government performance and return-of-money
bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(f)             encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without
limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental
to the conduct of the business of the applicable Person or to the ownership of its properties which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;


 


(g)            Liens securing any judgments for the payment of money not constituting an Event of Default so long as any such Lien is
adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have
not been finally terminated or the period within which such proceeding may be initiated has not expired; or


 


(h)            (i) licenses, sublicenses, leases or subleases granted by the Borrower, any Guarantor or any Material Subsidiary to other
Persons not materially interfering with the conduct of the business of such Borrower, Guarantor or Material Subsidiary and (ii)
any interest or title of a lessor, sublessor or licensor under any lease or license agreement permitted by the Agreement to which
the applicable Person is a party;


 


(i)             Liens upon specific items of inventory or other goods and proceeds of the applicable Person securing such Person’s
obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;


 


(j)             Liens on patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes to the extent
such Liens arise from the granting of license to use


 




    31 


    


    

such patents,
trademarks, service marks, trade names, copyrights, technology, know-how and processes to the applicable Person in the ordinary
course of business of such Person or its Subsidiaries;


 


(k)            Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds thereof;


 


(l)             Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements
of the applicable person, including rights of offset and set-off;


 


(m)           deposits in the ordinary course of business securing liability for reimbursement obligations of insurance carriers providing
insurance to the applicable Person and any Liens thereon;


 


(n)            Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off
or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;


 


(o)            Liens securing the obligations of the applicable Person pursuant to Hedging Obligations;


 


(p)            Liens securing any Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted
under this Section 6.1 not incurred pursuant to clause (s) or (u) hereof; provided that such new Liens:


 


(i)     are no less favorable to the Lender and are not more favorable to the lienholders with respect to such Liens than the Liens
in respect of the Indebtedness being refinanced; and


 


(ii)    do not extend to any property or assets other than the property or assets securing the Indebtedness refinanced by such
refinancing Indebtedness;


 


(q)            Liens securing Indebtedness or other obligations of a Material Subsidiary owing to the Borrower, any Guarantor or another
Material Subsidiary and permitted to be incurred under this Agreement;


 


(r)             Liens securing acquired Indebtedness not incurred in connection with, or in anticipation or contemplation of, the relevant
merger, consolidation or amalgamation; provided that (i) such Liens secured such acquired Indebtedness at the time of and
prior to the incurrence of such acquired Indebtedness by the applicable Person and were not granted in connection with, or in
anticipation of the incurrence of such acquired Indebtedness by such Person, and (ii) such Liens do not extend to or cover any
property of the applicable Person other than the property that secured the acquired Indebtedness prior to the time such Indebtedness
became acquired Indebtedness of such Person and are no more favorable to the lienholders than the Liens securing the acquired
Indebtedness prior to the incurrence of such acquired Indebtedness by such Person;


 


(s)            purchase money Liens securing purchase money Indebtedness or Capital Lease Obligations incurred to finance the acquisition
or leasing of property of the applicable Person used in the business of the Borrower and its Subsidiaries; provided that
(i) the related purchase money Indebtedness does not exceed the cost of such property and will not be secured by any property
of the applicable Person other than the property so acquired and (ii) the Lien securing such Indebtedness will be created within
365 days of such acquisition;


 




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(t)             Liens arising under any Permitted Receivables Financing;


 


(u)            Liens securing an amount of Indebtedness outstanding at any one time not to exceed the greater of (i) U.S.$50,000,000 (or
the equivalent in other currencies) or (ii) 7.5% of Consolidated Total Assets;


 


(v)            Liens on the Capital Stock of any Subsidiary (other than any Material Subsidiary);


 


(w)           Liens under the CS L/C Documents;


 


(x)            Liens in favor of McDonald’s Latin America created pursuant to the McDonald’s Security Documents and the McDonald’s
Mortgages;


 


(y)           the interest of McDonald’s Latin America, as franchisor under the Franchise Documents; or


 


(z)            Liens existing on the Closing Date and any extension, renewal or replacement thereof, other than Liens pursuant to any
Loan Document.


 


Section 6.2            
Reserved.


 


Section 6.3            
Fundamental Changes.


 


(a)            Enter into any merger, consolidation or amalgamation in which (i) the Borrower or a Guarantor is not the surviving entity,
or (ii) if any Guarantor merges with the Borrower, the Borrower is not the surviving entity, or (iii) any Person merges, consolidated
or amalgamates with and into any Guarantor and (except as set forth in the preceding clause (a)(ii)) the surviving entity is not
a Guarantor or does not become an Additional Guarantor in accordance with the provisions of Section 5.5(b).


 


(b)            Enter into any merger, consolidation or amalgamation of the Borrower whereby the Borrower’s Consolidated Net Worth
less its tangible assets immediately after giving effect to any such transaction would be less than the Borrower’s Consolidated
Net Worth less its tangible assets immediately prior to any such transaction.


 


(c)            Sell, assign, lease, transfer or otherwise dispose of all or substantially all of the Borrower’s or any Guarantor’s
business or Property, other than any sale, assignment, lease, transfer or other disposition of Property (i) by the Borrower to
(A) any Guarantor or (B) or any other Person that substantially concurrently with such sale, assignment, lease, transfer or other
disposition of the business or Property of a Guarantor shall become an Additional Guarantor in accordance with the provisions
of Section 5.5(b) or (ii) by any Guarantor of its business or Property to (A) any other Guarantor, (B) the Borrower, or
(C) any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the business
or Property of a Guarantor shall become an Additional Guarantor in accordance with the provisions of Section 5.5(b); provided
that any sale, assignment, lease, transfer or other disposition of all or substantially all of the Borrower’s or any
Guarantor’s business or Property to any Subsidiary that is not a Guarantor that is immediately followed as part of a series
of related transactions by another sale, assignment, lease, transfer or other disposition of such business or Property to a Guarantor
or another Person that substantially concurrently shall become a Guarantor shall not constitute a breach of this Section 6.3(c).


 




    33 


    


    

Section 6.4            
Affiliate Transactions. Enter into any transaction with (i) any of its Affiliates or (ii) any other Person holding
more than 20% or more of any of the Borrower’s Capital Stock, unless:


 


(a)            the terms of such transaction are no less favorable than those that could reasonably be expected to be obtained in a comparable
transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Borrower;


 


(b)            in the event that such transaction involves aggregate payments, or transfers of property or services with a Fair Market
Value, in excess of U.S.$15,000,000 (or the equivalent in other currencies), the terms of such transaction will be set forth in
an officers’ certificate delivered to the Lender stating that such transaction complies with clause (a) above; and


 


(c)            in the event that such transaction involves aggregate payments, or transfers of property or services with a Fair Market
Value, in excess of U.S.$20,000,000 (or the equivalent in other currencies), the terms of such transaction will be approved by
a majority of the members of the Borrower’s Board of Directors (including a majority of the disinterested members thereof),
the approval to be evidenced by a board resolution stating that the Board of Directors of the Borrower has determined that such
transaction complies with clause (a) above;


 


provided that the provisions
of this Section 6.4 shall not apply to:


 


(iii)   transactions with or among the Borrower and any Subsidiary or between or among Subsidiaries;


 


(iv)   reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors and employees of
the Borrower or any Subsidiary;


 


(v)    transactions undertaken pursuant to the terms of any agreement or arrangement to which the Borrower or any of its Subsidiaries
is a party as of or on the Closing Date, as these agreements or arrangements may be amended, modified, supplemented, extended,
renewed or replaced from time to time; provided that any future amendment, modification, supplement, extension, renewal or replacement
entered into after the Closing Date will be permitted to the extent that its terms are not more materially disadvantageous to
the Lender than the terms of the agreements or arrangements in effect on the Closing Date;


 


(vi)   the entering into of a customary agreement providing registration rights to the shareholders of the Borrower and the performance
of such agreements;


 


(vii)  transactions or payments, including grants of securities, stock options and similar rights, pursuant to any employee, officer
or director compensation or benefit plans or arrangements entered into in the ordinary course of business or approved by the Borrower’s
Board of Directors in good faith;


 


(viii) any employment agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;


 


(ix)    dividends or distributions payable in Capital Stock of the Borrower; dividends or distributions payable to the Borrower
and/or a Subsidiary; or dividends, distributions or returns of capital made on a pro rata basis to the Borrower and its Subsidiaries,
on the one hand, and minority holders of Capital Stock of a Subsidiary, on the other hand (or on a less than pro rata basis to
any minority holder);


 




    34 


    


    

(x)     sales of accounts receivable, or participations therein, or any related transaction, in connection with any receivables
financing;


 


(xi)    loans and advances to officers, directors and employees of the Borrower or any Material Subsidiary in the ordinary course
of business and not exceeding U.S.$10,000,000 (or the equivalent in other currencies) outstanding at any one time; and


 


(xii)   Investments by the Borrower or any of its Subsidiaries, in an aggregate amount at the time of such Investment not to exceed
the greater of U.S.$30,000,000 and 2.5% of Consolidated Total Assets of the Borrower at the time of Investment (or the equivalent
in other currencies), outstanding at any one time (with the fair market value of each such Investment being measured at the time
made and without giving effect to subsequent changes in value).


 


Section 6.5            
Lines of Businesses. Engage in any line of business substantially different from those lines of business conducted
by the Borrower and its Material Subsidiaries on the date hereof or any business substantially related or incidental thereto.


 


Section 6.6            
Consolidated Net Indebtedness to EBITDA Ratio. Permit the Consolidated Net Indebtedness to EBITDA Ratio, as of the
last day of any fiscal quarter of the Borrower, to equal or exceed the levels set forth below:


 


(a)            3.25 to 1.0, as of the last day of the fiscal quarter ended September 30, 2016; and


 


(b)            3.0 to 1.0, as of the last day of the fiscal quarter ended December 31, 2016 and the last day of each fiscal quarter thereafter.


 


Article
VII



EVENTS OF DEFAULT


 


Section 7.1            
Events of Default. Upon the occurrence and during the continuance of any of the following events:


 


(a)            the Borrower shall fail to (i) pay any principal or any portion thereof, of any Loan when due in accordance with the terms
hereof or (ii) pay any interest, fee or any other amount, or any portion thereof, payable under any Loan Document within five
(5) days after any such amount becomes due in accordance with the terms thereof; or


 


(b)            any representation, warranty or certification made or deemed made by any Loan Party in any Loan Document, or in any report,
certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document (or any amendment
or modification hereof or thereof or waiver thereunder), shall prove to have been incorrect or misleading in any material respect
on or as of the date made or deemed made; or


 


(c)            the Borrower shall default in the observance or performance of any agreement contained in Section 5.1(a), (b),
(c) or (d) or Article VI of this Agreement; or


 


(d)            any Loan Party shall default in the observance or performance of any other covenant or agreement contained in any Loan
Document (other than those specified in clause (a) or (c) of this Section 7.1) and such default shall continue unremedied
for a period of 30 days after the Borrower’s receipt of written notice of such default from the Lender; or


 




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(e)            (A) the Borrower or any of its Material Subsidiaries (i) fails to make any payment in respect of any Indebtedness (other
than Indebtedness hereunder) or guaranty obligation having an aggregate principal amount (including amounts owing to all creditors
under any combined or syndicated credit arrangement) in excess of U.S.$40,000,000 when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise), beyond the period of grace, if any, provided in the instrument or agreement under
which such Indebtedness was created, or (ii) fails to observe or perform any other agreement or condition relating to any such
Indebtedness or guaranty obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such guaranty obligation (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness
to be made, prior to its stated maturity, or such guaranty obligation to become payable or cash collateral in respect thereof
to be demanded; provided that this clause (ii) shall not apply to Indebtedness that is required to be repaid or redeemed
as a result of the voluntary sale or transfer of property or assets unless such Indebtedness is not paid within the time period
provided for such repayment or redemption in, or such repayment or redemption requirement is not waived in accordance with the
terms of, the documentation governing such Indebtedness; or (B) the Borrower, any Guarantor, any Material Subsidiary or Arcos
Dorados Holdings Inc. (i) fails to make any payment in respect of any Indebtedness (other than Indebtedness hereunder) or guaranty
obligation owing to the Lender or any of its Affiliates in excess of U.S.$2,000,000 when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise), beyond the period of grace, if any, provided in the instrument or agreement under
which such Indebtedness was created, or (ii) fails to observe or perform any other agreement or condition relating to any such
Indebtedness or guaranty obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such guaranty obligation (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness
to be made, prior to its stated maturity, or such guaranty obligation to become payable or cash collateral in respect thereof
to be demanded; provided that this clause (ii) shall not apply to Indebtedness that is required to be repaid or redeemed
as a result of the voluntary sale or transfer of property or assets unless such Indebtedness is not paid within the time period
provided for such repayment or redemption in, or such repayment or redemption requirement is not waived in accordance with the
terms of, the documentation governing such Indebtedness; provided further that this Section 7.1(e)(B) shall not
apply in respect of any Lender other than JP Morgan Chase Bank, N.A. and its Affiliates (including, for the avoidance of doubt,
any Person (other than JP Morgan Chase Bank, N.A. and its Affiliates) that becomes a Lender in accordance with Section 9.5);
or


 


(f)            (i) any Loan Party is unable or admits in writing its inability or fails generally to pay its debts as they become due;
or (ii) the Borrower or any Material Subsidiary institutes or consents to the institution of any proceeding under Debtor Relief
Laws, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or
(iii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator, conciliador or similar officer is appointed
with respect to the Borrower or any Material Subsidiary or their respective Property without the application or consent of the
Borrower or such Material Subsidiary (as applicable) and the appointment continues undischarged or unstayed for 60 calendar days;
or (iv) any proceeding under Debtor Relief Laws relating to the Borrower or any Material Subsidiary or to all or any material
part of its property is


 




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instituted
without the consent of the Borrower or such Material Subsidiary (as applicable) and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or


 


(g)           One or more final non-appealable, judgments or orders against the Borrower or any Material Subsidiary is entered for the
payment of money in an aggregate amount (as to all such judgments) in excess of U.S.$40,000,000 (determined in each case net of
recoveries from insurance companies not contesting coverage) and such judgment or order remains unsatisfied without procurement
of a stay of execution within 60 calendar days after the date of entry of judgment; or


 


(h)           a Change of Control shall occur; or


 


(i)            any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of the Lender
or satisfaction in full of the Obligations hereunder, ceases to be in full force and effect or is declared by a court of competent
jurisdiction to be null and void, illegal, invalid or unenforceable in any respect; or any Loan Party denies that it has any or
further liability or obligation under any Loan Document (other than by reason of the satisfaction in full of the Obligations hereunder);
or any Loan Party challenges the validity of or purports to revoke, terminate or rescind any Loan Document.


 


Upon the occurrence of an Event
of Default, the Lender may declare the Commitment to be terminated, whereupon the Commitment shall be terminated, and/or declare
all sums outstanding hereunder and under the other Loan Documents, including all interest thereon, to be immediately due and payable,
whereupon the same shall become and be immediately due and payable, all without notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly
waived; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to
any Loan Party under any Debtor Relief Law, the Commitment shall automatically terminate, and all sums outstanding hereunder and
under each other Loan Document, including all interest thereon, shall become and be immediately due and payable, all without notice
of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any
kind or character, all of which are hereby expressly waived.


 


Article
VIII



GUARANTY


 


Section 8.1            
Guaranty.


 


(a)            For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby,
jointly and severally, as primary obligor and not merely as surety, unconditionally guarantees the full and punctual payment (whether
at stated maturity, upon acceleration or otherwise) of the payment Obligations (howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due) under the Loan Documents. Upon
the failure by the Borrower to pay punctually any of its Obligations, the Guarantors (jointly and severally) shall immediately
pay the amount not so paid. The obligations of the Guarantors under this Article shall constitute a guaranty of payment and not
merely a guaranty of collection.


 


(b)            All payments by any Guarantor under this Article shall be payable in the manner required for payments by the Borrower under
Section 2.12 and (ii) the obligation to pay interest at the rates set forth in Section 2.6(b).


 




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Section 8.2            
Guaranty Unconditional. The obligations of the Guarantors under this Article shall be unconditional and absolute
and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by any reason,
including: any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation(s) and/or the Commitment
under the Loan Documents, by operation of law or otherwise,


 


(b)            any
modification or amendment of or supplement to this Agreement or any other Loan Document,


 


(c)            any change in the existence, structure or ownership of the Borrower or any other Credit Party, or any event described in
Section 7.1(f) with respect to any Person,


 


(d)            the existence of any claim, set-off or other rights that a Guarantor may have at any time against the Borrower, any other
Loan Party, the Lender or any other Person, whether in connection herewith or any unrelated transactions,


 


(e)            any invalidity, irregularity or unenforceability relating to or against the Borrower or any other Loan Party for any reason
of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment by the Borrower or any other Loan
Party of any of the Obligations, or


 


(f)             any other act or omission to act or delay of any kind by the Borrower and/or any other Loan Party, the Lender or any other
Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable
discharge of (or defense against) the Obligations and the Guarantors’ obligations under this Article other than prior
payment of the Obligations.


 


Section 8.3            
Discharge only upon Payment in Full; Reinstatement in Certain Circumstances. The Guarantors’ obligations hereunder
shall remain in full force and effect until all of the payment Obligations shall have been paid in full and all of the Commitments
shall have terminated. If at any time any payment made under this Agreement or any other Loan Document is rescinded or must otherwise
be restored or returned upon the insolvency, bankruptcy or reorganization of a Loan Party or any other Person or otherwise, then
the Guarantors’ obligations hereunder with respect to such payment shall be reinstated at such time as though such payment
had been due but not made at such time and each Guarantor hereby expressly waives the benefit of any statute of limitations or
prescriptive term affecting the Guarantor’s liability in respect thereof.


 


Section 8.4            
Waivers by the Guarantors.


 


(a)            Each
Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law: (i) notice of acceptance
of the Guaranty provided in this Article and notice of any liability to which this Guaranty may apply, (ii) all notices that may
be required by Applicable Law or otherwise to preserve intact any rights of the Lender against the Borrower and/or any other Guarantor,
including any demand, presentment, protest, proof of notice of non-payment, notice of any failure on the part of the Borrower
and/or any other Guarantor to perform and comply with any covenant, agreement, term, condition or provision of any agreement and
any other notice to any other party that may be liable in respect of the Obligations guaranteed hereby (including the Borrower,
any other Guarantor and any other guarantor thereof from time to time) except any of the foregoing as may be expressly required
hereunder, (iii) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue
any other remedy in the power of the Lender whatsoever and (iv) any requirement that the Lender exhaust any right, power, privilege
or remedy, or mitigate any damages resulting from a default, under any Loan Document, or proceed to take any action against a
Loan Party or any
other Person under or in respect of any Loan Document or otherwise, or protect, secure, perfect or ensure any Lien on any collateral.


 




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(b)           If, and to the extent that, Brazilian law shall be deemed to apply to any or all of any Brazilian Guarantor’s obligations
hereunder, for those purposes:


 


(i)    each Brazilian Guarantor agrees that its obligations to make payment hereunder shall be deemed to be a first demand obligation
(garantia exigível à primeira demanda) to fulfill and comply with, as a joint and several responsibility
(responsabilidade solidaria), all of the outstanding obligations assumed by the Borrower under the Agreement, in the capacity
of a “FIADOR E PRINCIPAL PAGADOR, solidariamente responsàvel” with the Borrower, in connection therewith.
In addition, for such purposes, each Brazilian Guarantor hereby expressly (A) waives and renounces the benefit of order (beneficio
de ordem) of demanding and rights provided by the Brazilian Civil Code (Law 10,406/02), specifically in accordance with Articles
827 et seq. of the Brazilian Civil Code and (ii) recognizes that this Guaranty shall not be considered as a limited instrument
of guarantee, for the purposes of Article 822 of the Brazilian Civil Code; and


 


(ii)   each Brazilian Guarantor expressly waives the benefits set forth in Articles 364, 366, 821, 827, 830, 831, 834, 835, 836,
837, 838 and 839 of the Brazilian Civil Code and Article 595 of the Brazilian Code of Civil Procedure.


 


(c)           Each Mexican Guarantor hereby waives, to the extent applicable, any rights to the benefits of orden, excusión,
division, quita and espera arising from Articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837,
2839, 2840, 2845, 2846, 2847 and any other related or applicable Articles that are not explicitly set forth herein because of
the Subsidiary Guarantor’s knowledge thereof, of the Código Civil Federal of Mexico and the Código
Civil of each State of the Mexican Republic and for the Federal District of Mexico.


 


Section 8.5            
Subrogation. Upon a Guarantor’s making payment with respect to any obligation under this Article, such Guarantor
shall be subrogated to the rights of the payee against the Borrower (or the other obligor) with respect to such obligation; provided,
that such Guarantor shall not enforce any payment by way of subrogation, indemnity or otherwise, or exercise any other right,
against the Borrower (or such other obligor) so long as any Obligations (other than on-going but not yet incurred indemnity obligations)
remain unpaid and/or the Commitment remains outstanding.


 


Section 8.6            
Stay of Acceleration. If acceleration of the time for payment of any Obligations is stayed due to any event described
in Section 7.1(f), then all such amounts otherwise subject to acceleration under this Agreement shall nonetheless be payable
by the Guarantors hereunder.


 


Article
IX



MISCELLANEOUS


 


Section 9.1            
Right of Set-Off. Without limiting any of the obligations of any Loan Party or the rights of the Lender hereunder,
if any Loan Party shall fail to pay when due (whether at stated maturity, by acceleration or otherwise), by the expiration of
the grace period provided by Section 7.1(a) (if any), any amount payable by it hereunder, then (to the extent not in violation
of applicable law) the Lender may, without prior notice to any Loan Party (which notice is expressly waived by it to the fullest
extent permitted by applicable law), set off and apply against such amount any and all general deposits (time or demand, provisional
or final, in any currency, matured or unmatured) at any time held or any


 




    39 


    


    

other debt
owing by the Lender or any of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or account
of any Loan Party. The Lender shall promptly provide notice of any such set-off by it to the Borrower; provided, that failure
by the Lender to provide such notice shall not give any Loan Party any cause of action or right to damages or affect the validity
of such set-off and application.


 


Section 9.2            
New York Time. All references herein and in the other Loan Documents to any time of day shall mean the local (standard
or daylight, as in effect) time of New York, New York unless otherwise expressly provided herein or therein.


 


Section 9.3            
Amendments; Waivers. No amendment or waiver of any provision of this Agreement or of any other Loan Document and
no consent by the Lender to any departure therefrom by any Loan Party shall be effective unless such amendment, waiver or consent
shall be in writing and signed by a duly authorized officer of the Lender and the Borrower or the applicable Loan Party, as the
case may be, and any such amendment, waiver or consent shall then be effective only for the period and on the conditions and for
the specific instance specified in such writing. No failure or delay by the Lender in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other rights, power or privilege. The remedies provided for herein are cumulative and not exclusive
of any remedies provided by law.


 


Section 9.4            
Notices.


 


(a)            Except as otherwise expressly provided herein, notices and other communications to each party provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed or sent by telecopy to the address provided
from time to time by such party. Any such notice or other communication sent by overnight courier service, mail or telecopy shall
be effective on the earlier of actual receipt and (i) if sent by overnight courier service, the scheduled delivery date, (ii)
if sent by mail, the fourth Business Day after deposit in the U.S. mail first class postage prepaid, and (iii) if sent by telecopy,
when transmission in legible form is complete. All notices and other communications sent by the other means listed in the first
sentence of this Paragraph shall be effective upon receipt. Notwithstanding anything to the contrary contained herein, all notices
(by whatever means) to the Lender pursuant to Section 2.2 shall be effective only upon receipt. Any notice or other communication
permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call
to the intended recipient at the number specified in writing by such Person for such purpose, it being understood and agreed that
a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder.


 


(b)            The Lender shall be entitled to rely and act upon any notices (including telephonic notices of borrowings and continuations)
purportedly given by or on behalf of a Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify each Indemnitee from all losses, costs, expenses
and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Loan Party.
All telephonic notices to and other communications may be recorded and each party hereby consents to such recording.


 


Section 9.5            
Successors and Assigns. This Agreement shall inure to the benefit of the parties hereto and their respective successors
and assigns, except that no Loan Party may assign its rights and obligations hereunder. The Lender may at any time (i) assign
all or any part of its rights and obligations hereunder to any other Person, with the Borrower’s prior written consent,
(it being understood that the


 




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Lender
shall not be entitled to the benefits of Section 2.12 after the effective date of the assignment except to the extent that the
Lender’s rights under Section 2.12 arise from facts and circumstances occurring prior to the effective date of the assignment
which consent shall be deemed granted if the Borrower fails to respond to a written request for its consent within three (3) Business
Days (provided that such consent (x) shall not be unreasonably withheld or delayed and (y) shall not be required with respect
to (A) any assignment to an Affiliate of the Lender, or (B) any assignment made following the occurrence and during the continuance
of any Event of Default) and, provided further, that if such assignment constitutes the first loan extended by such person
to the Borrower under this Agreement, the amount assigned must be at least U.S.$100,000, and (ii) grant to any other Person participating
interests in all or any part of its rights and obligations hereunder in the case of this clause (ii) without notice to, or consent
of, the Borrower or any other Loan Party; provided, that any such assignment or granting of participation interests shall
only be permitted if such other Person is a Non-Public Lender. Upon the sale by the Lender of a participation to any third party,
(1) the Lender’s obligations under this Agreement shall remain unchanged, (2) the Lender shall remain solely responsible
to the Loan Parties for the performance of such obligations and (3) the Loan Parties shall continue to deal solely and directly
with the Lender in connection with the Lender’s rights and obligations under the Loan Documents. Any agreement or instrument
pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement without obtaining the consent
of the participant; provided that such agreement or instrument may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, waiver or other modification that shall (a) extend the Commitment Termination Date
or increase the Aggregate Commitment Amount, (b) postpone any date fixed by this Agreement for any payment of principal, interest,
fees or other amounts due to the Lender hereunder, (c) reduce the principal of, or the rate of interest specified herein on, any
Loan or any fees or other amounts payable hereunder or (d) release any Guarantor or amend, modify or waive the provisions of Section
5.5 or Article VII if the effect of any such release, amendment, modification or waiver would be to release all or
a substantial portion of the Guaranty. The Loan Parties agree to execute any documents reasonably requested by the Lender in connection
with any such assignment. All information provided by or on behalf of any Loan Party to the Lender or its Affiliates may be furnished
by the Lender to its Affiliates and to any actual or proposed assignee or participant, subject to Section 9.16 below. In
no case shall the Loan Parties be responsible for any direct or indirect increases in costs, Taxes or other expenses caused by
assignments or the grant of participations to third parties as provided in this Section 9.5 in excess of those which would
have been payable had there been no assignment or participation except: (i) such assignment was made or participation sold following
the occurrence and during the continuance of any Event of Default, or (ii) to the extent of Taxes resulting from a Change in Law
that occurs after the assignment or the grant of participation.


 


Section 9.6            
Reimbursement of Costs and Expenses. The Borrower shall pay the Lender, on demand, all reasonable and documented
out-of-pocket expenses (including the reasonable fees and disbursement of one external legal counsel in each relevant jurisdiction)
incurred by the Lender in connection with the preparation, execution, delivery, administration, modification, amendment and enforcement
(whether through negotiations, legal proceedings or otherwise) of this Agreement, any Loan Document or any other instruments or
agreements executed in connection herewith. The agreements in this Section 9.6 shall survive the termination of the Commitment
and the repayment, satisfaction or discharge of all the other obligations and liabilities of the Borrower under the Loan Documents.
All amounts due under this Section 9.6 shall be payable promptly and in any event within ten (10) days after demand therefor.


 


Section 9.7            
Indemnification. Without duplication of Section 2.12(d) (which shall solely govern with respect to Taxes
other than any Taxes that represent losses or damages arising from any non-Tax claim), the Borrower shall indemnify and hold harmless
the Lender, its affiliates, and their respective


 




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partners, directors,
officers, employees, agents and advisors (collectively the “Indemnitees”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements
of external counsel for any Indemnitee (limited, so long as there is no conflict of interest between or among any Indemnitees,
to the fees, charges and disbursements of one external counsel for all Indemnitees in each relevant jurisdiction)), incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or
as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation
of the transactions contemplated hereby or thereby, (ii) the Loans or the use or proposed use of the proceeds therefrom, (iii)
any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or
any Material Subsidiary, or any Environmental Liability related in any way to the Borrower or any Material Subsidiary or (iv)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) result from a claim brought by the
Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document if the Borrower or such Loan Party has obtained a final non-appealable judgment in its favor
in respect of such claim as determined by a court of competent jurisdiction. To the fullest extent permitted by applicable law,
the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, the Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross
negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court
of competent jurisdiction. The agreements in this Section 9.7 shall survive the termination of the Commitment and the repayment,
satisfaction or discharge of all the other obligations and liabilities of the Borrower under the Loan Documents. All amounts due
under this Section 9.7 shall be payable within ten (10) days after demand therefor.


 


Section 9.8            
Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


Section 9.9            
Counterparts. This Agreement may be executed in one or more counterparts, and each counterpart, when so executed,
shall be deemed an original but all such counterparts shall constitute but one and the same instrument.


 


Section 9.10        
Governing Law; Jurisdiction. THIS AGREEMENT IS GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 




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EACH PARTY
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF THE UNITED STATES DISTRICT
COURT AND EACH STATE COURT IN THE CITY OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF AND ANY COURT IN ITS RESPECTIVE DOMICILE,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH LOAN PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS
IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE BORROWER AT ITS ADDRESS SET FORTH BENEATH ITS
SIGNATURE HERETO. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


Section 9.11        
Jury Trial Waiver. EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.


 


Section 9.12        
Process Agent Appointment. FOR THE PURPOSE OF PROCEEDINGS IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY),
THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AS OF THE DATE HEREOF NATIONAL REGISTERED AGENTS, INC. (THE “AGENT”)
WITH OFFICES CURRENTLY LOCATED AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AS ITS AGENT FOR SERVICE OF PROCESS. IN THE EVENT
THAT SUCH AGENT OR ANY SUCCESSOR SHALL CEASE TO BE LOCATED IN THE BOROUGH OF MANHATTAN, EACH LOAN PARTY SHALL PROMPTLY AND IRREVOCABLY
BEFORE THE RELOCATION OF SUCH AGENT FOR SERVICE OF PROCESS, IF PRACTICABLE, OR PROMPTLY THEREAFTER DESIGNATE A SUCCESSOR AGENT,
WHICH SUCCESSOR AGENT SHALL BE LOCATED IN THE BOROUGH OF MANHATTAN, AND NOTIFY THE LENDER THEREOF, TO ACCEPT ON ITS BEHALF SERVICE
OF ANY AND ALL PROCESS OR OTHER DOCUMENTS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING IN ANY OF SUCH COURTS AND FURTHER AGREES
THAT SERVICE UPON SUCH AGENT SHALL CONSTITUTE VALID AND EFFECTIVE SERVICE UPON SUCH LOAN PARTY AND THAT FAILURE OF ANY SUCH AGENT
TO GIVE ANY NOTICE OF SUCH SERVICE TO SUCH GUARANTOR SHALL NOT AFFECT THE VALIDITY OF SUCH SERVICE OR ANY JUDGMENT RENDERED IN
ANY ACTION OR PROCEEDING BASED THEREON. EACH OF THE PARTIES HERETO AGREES THAT SERVICE OF ANY AND ALL SUCH PROCESS OR OTHER DOCUMENTS
ON SUCH PERSON MAY ALSO BE EFFECTED BY REGISTERED MAIL TO ITS ADDRESS AS PROVIDED PURSUANT TO SECTION 9.4. WITH RESPECT
TO EACH LOAN PARTY, SERVICE OF ANY AND ALL SUCH PROCESS OR OTHER DOCUMENTS TO THE AGENT OR SUCH OTHER AGENT FOR SERVICE OF PROCESS
DESIGNATED BY SUCH LOAN PARTY IN ACCORDANCE WITH THIS AGREEMENT SHALL CONSTITUTE VALID AND EFFECTIVE SERVICE ONLY IF MADE IN PERSON
TO THE AGENT OR SUCH OTHER AGENT FOR SERVICE OF PROCESS.


 


Section 9.13        
Waiver of Immunity. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction
of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with


 




    43 


    


    

respect to
itself or its assets, such Loan Party each hereby irrevocably waives such immunity in respect of its obligations under this Agreement
and the other Loan Documents. The foregoing waiver is intended to be effective to the fullest extent now or hereafter permitted
by applicable law.


 


Section 9.14        
USA PATRIOT Act. The Lender hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party
and other information that will allow the Lender to identify each Loan Party in accordance with the Act. Each Loan Party shall,
promptly following a request by the Lender, provide all documentation and other information that the Lender requests in order
to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations,
including the Act.


 


Section 9.15        
Judgment Currency. All payments made under this Agreement and any notes shall be made in Dollars, the “Agreement
Currency”), and, if for any reason any payment made hereunder or under any Loan Document is made in a currency (the
“Other Currency”) other than the applicable Agreement Currency, then to the extent that the payment actually
received by the Lender, when converted into the applicable Agreement Currency at the Rate of Exchange (as defined below) on the
date of payment (or, if conversion on such date is not practicable, as soon thereafter as it is practicable for the Lender to
purchase the applicable Agreement Currency) falls short of the amount due under the terms of this Agreement or any Loan Document,
the Borrower shall, as a separate and independent obligation of the Borrower, indemnify the Lender and hold the Lender harmless
from and against the amount of such shortfall. If the amount of the Agreement Currency so purchased is greater than the sum originally
due to the Lender, the Lender agrees to repay such excess to the Borrower. As used in this Paragraph, the term “Rate
of Exchange” means the rate at which the Lender is able on the relevant date in accordance with normal banking procedures
to purchase the applicable Agreement Currency with the Other Currency and shall include any premiums and out-of-pocket costs of
exchange payable in connection with the purchase of or conversion into, the applicable Agreement Currency.


 


Section 9.16        
Confidentiality. The Lender agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ respective partners, directors, officers,
employees, agents, trustees, advisors and representatives, including accountants and legal counsel (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority,
such as the National Association of Insurance Commissioners) in connection with any examination of the Lender provided that the
Lender shall, unless prohibited by any requirement of law, notify the Borrower of any disclosure pursuant to this clause (b) as
far in advance as is reasonably practicable under such circumstances, (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to the extent reasonably required (determined solely in the judgment of the Lender)
in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section
for the benefit of the Borrower, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any
of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to the Borrower and its obligations, (f) with the consent of the Borrower, (g) to the extent
such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to
the Lender or any of its Affiliates on a nonconfidential basis from a source other than the Borrower or (h) to any other party
hereto. For the purposes of this Section, “Information” means all information (x) received from the Borrower
or any other Loan Party relating to the Borrower or any other Loan Party or its business or (y) obtained by the Lender based on
a


 




    44 


    


    

review of the
books and records of the Borrower or any of its Subsidiaries, other than any such information that is available to the Lender
on a nonconfidential basis prior to disclosure by the Borrower or any other Loan Party or is independently developed by the Lender
without reference to the Information; provided that, in the case of information received from the Borrower or any other
Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information.


 


Section 9.17        
Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.


 




    45 


    


    

IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.


 


	 	ARCOS DORADOS B.V., 

    as Borrower
	 	 
	 	 
	 	By:	/s/ Maximo Ayerza
	 	 	Name:Maximo Ayerza
	 	 	Title:Attorney in Fact
	 	 	 
	 	Address:
	 	Barbara Strozzilaan 101, 1083 HN
	 	Amsterdam, The Netherlands








 


	 	ARCOS DOURADOS COMERCIO DE ALIMENTOS, LTDA., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Maximo Ayerza
	 	 	Name:Maximo Ayerza
	 	 	Title:Attorney in Fact



 


 

	 	ARCOS INMOBILIARIA S.A., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Jose Carlos Alcantara
	 	 	Name:Jose Carlos Alcantara
	 	 	Title:Attorney in Fact



 


 

	 	ARCOS DOURADOS COSTA RICA ADCR S.A., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Jose Carlos Alcantara
	 	 	Name:Jose Carlos Alcantara
	 	 	Title:Attorney in Fact




     


    


    

	 	ARCOS DOURADOS PANAMÁ S.A., as a Guarantor
	 	 
	 	 
	 	By:	/s/ Maximo Ayerza
	 	 	Name:Maximo Ayerza
	 	 	Title:Attorney in Fact



 


 

	 	SISTEMAS MCOPCO PANAMÁ, S.A., 

    as a Guarantor
	 	 
	 	 
	 	By:	/s/ Maximo Ayerza
	 	 	Name:Maximo Ayerza
	 	 	Title:Attorney in Fact



 


 

	 	ARCOS DOURADOS HOLDINGS INC., 

    as a Guarantor
	 	 
	 	 
	 	By:	/s/ Maximo Ayerza
	 	 	Name:Maximo Ayerza
	 	 	Title:Attorney in Fact



 






     


    


    






	 	LENDER:

    

    JPMORGAN CHASE BANK, N.A., 

    as Lender
	 	 
	 	 
	 	By:	/s/ Christophe Vohmann
	 	 	Name:Christophe Vohmann
	 	 	Title:Executive Director



 


 



     


    


    

Schedule
1.1


 


Material
Subsidiaries


 


Arcos Dorados Argentina S.A.


 


Arcos Dourados Comércio
de Alimentos Ltda.


 




     


    


    

EXHIBIT
A


 


FORM
OF BORROWING NOTICE


 


Date: _______________,
______


 


To:JPMorgan Chase Bank, N.A.,
as Lender


 


Ladies and Gentlemen:


 


Reference
is made to that certain Credit Agreement, dated as of November 10, 2016 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among Arcos Dorados B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
registered with the Dutch trade register under number 34115939 and organized under the laws of The Netherlands with statutory
seat in Amsterdam (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, and JPMorgan Chase
Bank, N.A. (the “Lender”).


 


The
undersigned hereby requests a Borrowing of Loans as follows:


 


1.       On
_____________ (a Business Day).


 


2.       In
the amount of U.S.$________.


 


The
undersigned hereby certifies that:


 


a.       The
Borrowing requested herein complies with Section 2.1 of the Agreement.


 


b.       The
representations and warranties of the Loan Parties set out in the Loan Documents are (A) if any such representation and warranty
is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct (as so qualified)
on and as of the date of the Borrowing, or (B) if any such representation and warranty is not so qualified, true and correct in
all material respects on and as of the date of the Borrowing; provided, that the representation and warranty of the Borrower
contemplated in Section 3,1(a) of the Agreement shall be deemed to refer to the last day of the period covered by the most recent
financial statements furnished to the Lender under the Agreement.


 


c.       Immediately
prior and after the borrowing of the Loan on the date of the Borrowing requested hereby, no Default or Event of Default shall
have occurred and be continuing.


 


d.       The
sum of the outstanding principal amount of the Loans plus the amount of the Loan requested hereby is equal to or less than the
Aggregate Commitment Amount.


 




     


    


    

	 	ARCOS DORADOS B.V.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	  Attorney-in-Fact



 



     


    


    

EXHIBIT
B


 


FORM
OF NOTE


 


___________________,
2016


 


FOR
VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to JPMORGAN CHASE BANK, N.A. or registered
assigns (the “Lender”), on the Maturity Date (or such earlier date as the Loans may become due pursuant to
the terms of the Agreement referred to below) in accordance with the provisions of the Agreement the principal amount of twenty
five million (U.S.$25,000,000), or such lesser principal amount of Loans due and payable by the Borrower to the Lender on the
Maturity Date (or such earlier date as the Loans may become due pursuant to the terms of the Agreement) under that certain Credit
Agreement, dated as of November 10, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower,
certain Subsidiaries of the Borrower, as Guarantors, and the Lender.


 


The
Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest
shall be made to the Lender in Dollars in immediately available funds at the Lender’s office pursuant to Section 2.10 of
the Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand,
from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.


 


This
Note is the Note referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence
and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender
shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect
thereto.


 


The Borrower,
for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.


 




     


    


    

THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	 	ARCOS DORADOS B.V.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	  Attorney-in-Fact




  



     


    


    

LOANS
AND PAYMENTS WITH RESPECT THERETO


 


	Date
	Amount
of Loan Made 
	End
of Interest Period 
	Amount
of Principal or Interest Paid This Date 
	Outstanding
Principal Balance This Date 
	Notation
Made By 

	 	 	 	 	 	 
	 	 	 	 	 	 



 



     


    


    

EXHIBIT
C


 


Financial
Statement Date: ___________,


 


To:JPMorgan Chase Bank, N.A.,
as


 


Lender Ladies and Gentlemen:


 


Reference
is made to that certain Credit Agreement, dated as of November 10, 2016 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among Arcos Dorados B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
registered with the Dutch trade register under number 34115939 and organized under the laws of The Netherlands with statutory
seat in Amsterdam (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, and JPMorgan Chase
Bank, N.A. (the “Lender”).


 


The
undersigned Chief Financial Officer hereby certifies (in its capacity as an officer of the Borrower and not in his/her personal
capacity) as of the date hereof that he/she is the [·] of the Borrower, and that,
as such, he/she is authorized to execute and deliver this Certificate to the Lender on the behalf of the Borrower, and that:


 


[Use
following paragraph 1 for fiscal year-end financial statements]


 


1.       The
Borrower has delivered the year-end audited financial statements required by Section 5.1(a) of the Agreement for the fiscal
year of the Borrower ended as of the above date certified by independent public accountants of nationally recognized standing.


 


[Use
following paragraph 1 for fiscal quarter-end financial statements]


 


1.       The
Borrower has delivered the unaudited financial statements required by Section 5.1(b) of the Agreement for the fiscal quarter
of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations
and cash flows of the Borrower and its Subsidiaries in accordance with GAAP applied on a consistent basis as at such date and
for such period, subject only to normal year-end audit adjustments and the absence of footnotes.


 


2.       A
review of the activities of the Borrower during such fiscal period has been made by, or under the supervision of, the undersigned
with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the
Loan Documents, and


 


[select
one:]


 


[to
the best knowledge of the undersigned, no Default or Event of Default has occurred and is continuing.]


 


--or--


 


[to
the best knowledge of the undersigned, the following is a list of Defaults and/or Events of Default that have occurred and are
continuing and their nature and status:]


 


3.       The
calculations set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate.


 




     


    


    

IN WITNESS
WHEREOF, the undersigned has executed this Certificate as of _____________, _____.


 


	 	ARCOS DORADOS B.V.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	  Attorney-in-Fact




 




     


    


    

For the Quarter/Year
ended (“Statement Date”, and the period of four fiscal quarters ended on such date, the “Statement
Period”)


 


SCHEDULE
1


to the Compliance
Certificate

(U.S.$ in 000’s)


 


I.       Section
5.5 – Guarantors’ Share of Consolidated EBITDA.


 


		A.	Consolidated EBITDA of the Borrower
                                         for

                                         Statement Period:



 


		1.	Consolidated Net Income of the Borrower

                                         during Statement Period:	U.S.$_________



 


		2.	Consolidated Interest Expense of
                                         the Borrower

                                         during Statement Period:	U.S.$_________



 


		3.	Consolidated Income Tax Expense
                                         of the Borrower

                                         during Statement Period:	U.S.$_________



 


		4.	Consolidated Non-cash Charges of
                                         the Borrower

                                         during Statement Period:	U.S.$_________



 


		5.	any non-operating and/or non-recurring
                                         charges,

                                         expenses or losses of the Borrower and its

                                         Subsidiaries during Statement Period:	U.S.$_________



 


		6.	the amount of loss on any sale of
                                         accounts

                                         receivables and related assets to a Securitization

                                         Subsidiary in connection with a Permitted

                                         Receivables Financing:	U.S.$_________



 


		7.	all non-cash credits and gains increasing

                                         Consolidated Net Income for the Borrower during

                                         Statement Period:	U.S.$_________



 


		8.	all cash payments made the Borrower
                                         and its

                                         Subsidiaries during Statement Period relating to non-

                                         cash charges that were added back in determining

                                         Consolidated EMMA in any prior period:	U.S.$_________



 


		9.	non-operating and/or non-recurring
                                         income or gains

                                         (less all fees and expenses related thereto) increasing

                                         Consolidated Net Income of the Borrower and its

                                         Subsidiaries during Statement Period:	U.S.$_________



 


		10.	Consolidated EBITDA (Line I.A.1
                                         plus Line I.A.2

                                         plus Line I.A.3 plus Line I.A.4 plus Line I.A.5 plus

                                         Line I.A.6 less Line I.A.7 less Line I.A.8 less Line

                                         I.A.9):	U.S.$_________



 




     


    


    

		B.	Consolidated EBITDA attributable
                                         to Guarantors:



 


		1.	portion of Consolidated EBIIDA attributable
                                         to the

                                         Guarantors within the Territory of Brazil on a

                                         Combined/Consolidated Basis	U.S.$_________



 


		2.	Portion of Consolidated EBITDA attributable
                                         to the

                                         Guarantors within the Territory of Costa Rica on a

                                         Combined/Consolidated Basis	U.S.$_________



 


		3.	portion of Consolidated EBITDA attributable
                                         to the

                                         Guarantors within the Territory of Panama on a

                                         Combined/Consolidated Basis	U.S.$_________



 


		[4.]	[portion of Consolidated EBITDA
                                         attributable to the

                                         Guarantors within the Territory of _____]	U.S.$_________



 


		[5.]	Consolidated EBITDA (Line I.B.1
                                         plus Line I.B.2

                                         plus Line I.B.3 [plus Line I.B.4][1]):	U.S.$_________



 


		C.	Guarantors’ share of Consolidated
                                         EBITDA (Line I.B.[5]

                                         divided by Line I.A.10):____%



 


Minimum
permitted:80%


 


II.       Section
6.6 – Consolidated Net Indebtedness to EBITDA Ratio.


 


		A.	Consolidated Net Indebtedness
                                         of Borrower as at

                                         Statement Date:



 


		1.	Consolidated Indebtedness:	U.S.$_________



 


		2.	cash and cash equivalents and consolidated

                                         marketable securities recorded as current assets

                                         (except for any Capital Stock in any Person):	U.S.$_________



 


		3.	Consolidated Net Indebtedness (Line
                                         II.A1 less Line

                                         II.A.2):U.S.	U.S.$_________



 


		B.	Consolidated EBITDA for Statement
                                         Period (from Line

                                         I.A.10):	U.S.$_________



 


		C.	Consolidated Net Indebtedness
                                         to EBITDA Ratio (Line

                                         II.A.3 – I.A.10):



 


Maximum
permitted:


 


As
of the last day of fiscal quarter ended September 30, 2016:3.25 to 1.0


 


As
of the last day of fiscal quarter ended December 31, 2016

and the last day of each fiscal quarter thereafter:3.0 to 1.0 


 




     


    


    

EXHIBIT
E


 


FORM
OF

SUBSIDIARY JOINDER AGREEMENT


 


SUBSIDIARY
JOINDER AGREEMENT (this “Agreement”) dated as of ______, ______, by_____, a _____ [corporation] (the “Additional
Guarantor”), in favor of JPMorgan Chase Bank, N.A., as Lender (the “Lender”). Unless otherwise defined
herein, capitalized terms used herein and defined in that certain Credit Agreement, dated as of November 10, 2016 (as amended,
restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms
defined therein being used herein as therein defined), among Arcos Dorados B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheici) registered with the Dutch trade register under number 34115939 and organized
under the laws of The Netherlands with statutory seat in Amsterdam (the “Borrower”), certain Subsidiaries of
the Borrower, as Guarantors, and the Lender, are used herein as therein defined and the rules of construction set forth in Section
1.2 thereof shall apply hereto.


 


WHEREAS,
the Borrower has entered into the Credit Agreement providing for the making of Loans,


 


WHEREAS,
in connection with the Credit Agreement, certain of the Borrower’s Subsidiaries have entered into (or are required to enter
into) the Credit Agreement as Guarantors thereunder,


 


WHEREAS,
pursuant to Section 5.5 of the Credit Agreement, the Borrower [is required to][may] cause one or more additional Subsidiaries
to become a party to the Credit Agreement as Guarantors, and


 


WHEREAS,
the Additional Guarantor desires to execute and deliver this Agreement in order to become a party to the Credit Agreement pursuant
to Section 5.5 of the Credit Agreement,


 


NOW, THEREFORE,
IT IS AGREED as follows:


 


SECTION 1.Joinder.


 


(a)       By
executing and delivering this Agreement, the Additional Guarantor hereby becomes a party to the Credit Agreement as a “Guarantor”
thereunder, expressly assumes all obligations and liabilities of a “Guarantor” thereunder and ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement.


 


(b)       Without
limiting the generality of the terms of paragraph (a), the Additional Guarantor hereby unconditionally and irrevocably guarantees
the prompt payment and performance of the Obligations in full when due (whether at stated maturity, upon acceleration or otherwise),
and agrees that if the Borrower fails to pay any Obligation when due, it will forthwith, on written demand, pay the amount not
so paid at the place and in the manner specified in the Credit Agreement, including, in particular, in accordance with Section
2.12 of the Credit Agreement (and without duplication of any amount thereof previously paid by any other Guarantor thereunder
and not rescinded or refunded), and that in the case of any extension of time of payment or renewal of any of the Obligations,
the same will be promptly paid in full when due (whether at extended maturity, upon acceleration or otherwise) in accordance with
the terms of such extension or renewal. The Additional Guarantor further agrees that its guarantee hereunder and under the Credit
Agreement constitutes a guarantee of payment when due and not of collection and that the obligations of the Guarantors under the
Credit Agreement shall be joint


 




     


    


    

and
several. The Additional Guarantor hereby acknowledges that it has received a copy of the Credit Agreement, as it may have been
amended or supplemented from time to time.


 


(c)       The
Additional Guarantor hereby makes each of the representations and warranties contained in Article III of the Credit Agreement
on the date hereof as if such representations and warranties were made as of the• date hereof, after giving effect to this
Agreement.


 


(d)       The
Additional Guarantor hereby waives acceptance by the Lender of the Guaranty by the Additional Guarantor upon the execution of
this Agreement by the Additional Guarantor.


 


SECTION 2.Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures were upon the same agreement,


 


SECTION 3.Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW YORK (NOT INCLUDING SUCH STATE’S
CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


IN WITNESS
WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	[ADDITIONAL GUARANTOR]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	
	 	 	 
	 	Address:	 




 










     


    


    







	ACKNOWLEDGED:	 
	 	 
	JPMORGAN CHASE BANK, N.A., as the Lender	 
	 	 
	By: 		 
	Name		 
	Title