EXHIBIT 4.27 





 


SIXTH
AMENDMENT TO

CREDIT AGREEMENT


 


THIS
SIXTH AMENDMENT TO CREDIT AGREEMENT is made and dated as of August 1, 2016 (the “Amendment”) among ARCOS DORADOS
B.V., a private company with limited liability (besloten venootschap met beperkte aansprakelijkheid) organized under the
laws of The Netherlands with seat in Amsterdam (the “Borrower”), certain subsidiaries of the Borrower as guarantors
(the “Guarantors”), and BANK OF AMERICA, N.A., as lender (the “Lender”) and amends that
certain Credit Agreement dated as of August 3, 2011 (as the same has been amended prior to the date hereof and may be further
amended or modified from time to time, the “Credit Agreement”).


 


R E
C I T A L S


 


WHEREAS,
the Lender has agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects
as set forth below.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:


 


1.             Terms. All terms used herein shall have the same meanings as in the Credit Agreement unless otherwise defined herein.


 


2.             Amendment. Upon the occurrence of the Amendment Effective Date (defined below)


 


2.1           Section 1.1 of the Credit Agreement is hereby amended by amending the definitions therein of “Applicable Margin”
and “Maturity Date” in their entireties as follows:


 


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


 


“Maturity
Date” means August 3, 2017.


 


2.2           Section 6.6 of the Credit Agreement is hereby replaced in its entirety with the following paragraph:


 


“Section
6.6Consolidated 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)	3.5
                                         to 1.0, as of the last day of the fiscal quarters ended March 31, and June 30, 2016;



 


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



 


		(C)	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.”



 


3.             Representations and Warranties. As of the date hereof, the Borrower, and as of the Amendment Effective Date, the
Borrower and each Guarantor, hereby represents and warrants to the Lender that after giving effect to this Amendment:


 


3.1           Authorization; Enforceable Obligations; No Contravention. The execution, delivery and performance of this Amendment
by the Loan Parties have been duly authorized by all necessary action, and this Amendment is a legal, valid and binding obligation
of the Loan Parties party hereto, enforceable


 




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in
accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws. The execution, delivery and
performance of this Amendment (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.


 


3.2           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 Amendment, which has not been duly obtained, except for the filing of the Minutes of the Quotaholders’ Meeting (Ata
de Reunião de Quotistas) authorizing the Amendment with the Commercial Registry of the State of São Paulo (Junta
Comercial do Estado de São Paulo).


 


3.3           Incorporation of Certain Representations. After giving effect to the terms of this Amendment, the representations
and warranties of the Borrower and the Guarantors set forth in Article III of the Credit Agreement (except as to such representations
and warranties made as of an earlier specified date which are true and correct as of the date made) are true and correct as of
the date hereof, (A) if any such representation and warranty is qualified as to materiality or by reference to the existence of
a Material Adverse Effect, in all respects (as so qualified), or (B) if any such representation and warranty is not so qualified,
in all material respects; provided, that for purposes of this ‎3.3Section ‎3.3, the representations and warranties
of the Borrower contemplated in Section 3.1 of the Credit 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 Credit Agreement; provided further that the representation
and warranty set forth in Section 3.16 of the Credit Agreement is made hereby with respect to the period of four (4) fiscal quarters
ended on March 31, 2016.


 


3.4           Default. Both before and after giving effect to this Amendment, no Default or Event of Default under the Credit
Agreement has occurred and is continuing.


 


4.             Conditions, Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective
Date”) on which each of the following conditions shall have been satisfied:


 


(a)           The Lender shall have received this Amendment duly executed and delivered on behalf of the Borrower and each Guarantor.


 


(b)           the Borrower and each Guarantor shall have delivered evidence that the 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 up
to a date six months after the Maturity Date (as amended hereby).


 


(c)           The Borrower shall have paid on or before the Amendment Effective Date all fees and other amounts due and payable by the
Borrower to the Lender (including fees and expenses of counsel to lender) in accordance with the Credit Agreement (as amended
hereby) to the extent invoiced to the Borrower prior to the Amendment Effective Date.


 


(d)           All consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties
of this Amendment shall have been received by the Loan Parties.


 




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5.             Miscellaneous.


 


5.1           Effectiveness of the Credit Agreement and other Loan Documents. Except as hereby expressly amended, the Credit Agreement,
the Note, the Fee Letter and each Subsidiary Joinder Agreement (if any), shall each remain in full force and effect, are hereby
ratified and confirmed in all respects on and as of the date hereof, and each Loan Party hereby reaffirms its obligations thereunder.


 


5.2           Post Amendment Effective Date Covenants.


 


(a)           Within
twenty-one calendar days after the Amendment Effective Date, Arcos Dourados Comércio de Alimentos Ltda. shall file the
Minutes of the Quotaholders’ Meeting (Ata de Reunião de Quotistas) authorizing the Amendment with the Commercial
Registry of the State of São Paulo (Junta Comercial do Estado de São Paulo).


 


(b)           The Loan Parties shall furnish the Lender with true and correct copies of such resolutions and powers of attorney authorizing
the Amendment as the Lender may reasonably request within twenty-one calendar days of the Amendment Effective Date.


 


(c)           Failure by any Loan Party to perform the covenants set forth in this Section ‎5.2 shall result in automatic termination
of this Amendment and shall render this Amendment null and void and without any effect.


 


5.3           Loan Document. This Amendment is a Loan Document.


 


5.4           Counterparts. This Amendment may be executed in any number of counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.


 


5.5           Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New
York.


 


5.6           Jurisdiction. Section 9.10 of the Credit Agreement shall apply mutatis mutandis to this Amendment.


 


[Remainder
of Page Intentionally Left Blank.]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written
above.


 


	 	ARCOS DORADOS B.V.,

    as Borrower
	 	 
	 	 
	 	By:	/s/ Máximo
    Ayerza
	 	 	Name:Máximo Ayerza
	 	 	Title:Attorney-in-Fact



 


 

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



 


 

	 	ADCR INMOBILIARIA S.A.,

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



 


 

	 	ARCOS DORADOS COSTA RICA ADCR, S.A., 
as a Guarantor
	 	 
	 	 
	 	By:	/s/ Máximo
    Ayerza
	 	 	Name:Máximo Ayerza
	 	 	Title:Attorney-in-Fact



 


 

	 	ARCOS DORADOS PANAMÁ, S.A., 

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



 






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	 	SISTEMAS MCOPCO PANAMÁ, S.A., 

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



 


 

	 	ARCOS DORADOS HOLDINGS INC.,

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




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	 	LENDER:

    

    BANK OF AMERICA, N.A.,

    as Lender
	 	 
	 	 
	 	By:	/s/ Gonzalo
    Isaacs
	 	 	Name:Gonzalo Isaacs
	 	 	Title:Managing Director



 


 






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