Exhibit 4.4


 








AMENDMENT
NO. 3 TO THE 


AMENDED
AND RESTATED





MASTER
FRANCHISE AGREEMENT





FOR





McDONALD’S
RESTAURANTS


 


THIS AMENDMENT NO. 3 TO THE AMENDED AND
RESTATED MASTER FRANCHISE AGREEMENT FOR McDONALD’S RESTAURANTS, dated as of March 17, 2016 among McDonald’s Latin America,
LLC, a limited liability company organized under the laws of the State of Delaware with its principal office at Oak Brook, Illinois
(“McDonald’s”), LatAm, LLC, a limited liability company organized under the laws of the State of Delaware
with its principal office at Miami, Florida (“Master Franchisee”), each of the MF Subsidiaries (as defined in
the MFA (as defined below)), Arcos Dorados B.V., a company organized under the laws of the Netherlands with its principal office
at Amsterdam, The Netherlands (“Owner”), Arcos Dorados Cooperatieve U.A., a cooperative organized under the
laws of the Netherlands with its principal office at Amsterdam, The Netherlands (“Dutch Coop”), Arcos Dorados
Holdings Inc. (as successor-in-interest to Arcos Dorados Limited), a company organized and existing under the laws of the British
Virgin Islands with its principal office at Buenos Aires, Argentina (“Parent” and, together with Owner and Dutch
Coop, the “Owner Entities”), and Los Laureles, Ltd., a company organized and existing under the International
Business Companies Ordinance, 1984 of the British Virgin Islands with its principal office at Tortola, British Virgin Islands (“Beneficial
Owner” and, together with each Owner Entity, McDonald’s, Master Franchisee and the MF Subsidiaries, the “Parties”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MFA (defined below).


 


WHEREAS, the Parties are party to an Amended
and Restated Master Franchise Agreement for McDonald’s Restaurants, dated as of November 10, 2008, as amended by Amendment
No. 1 thereto dated as of August 23, 2010 and Amendment No. 2 thereto dated as of June 3, 2011 (as so amended, the “MFA”);
and


 


WHEREAS, the Parties have determined that
certain amendments to the MFA are necessary to memorialize the manner in which the Parties are making the calculations of the financial
covenants set forth in Section 7.13 of the MFA.


 


NOW THEREFORE, in consideration of the mutual
covenants and undertakings contained herein, and subject to and on the terms and conditions herein set forth, the Parties hereto
agree as follows:


 


		I.	Amendments.



 


		A.	Definitions.



 


1.            New
Definitions for Exhibit 2. Exhibit 2 to the MFA shall be amended to include the following definitions:


 


“Rent Expense”
means the consolidated rent expense of any Person and its consolidated Subsidiaries, as determined in accordance with GAAP.


 




     


     

    

“Operating Lease”
means, as of any date of determination, any lease of property, real or personal, the obligations of the lessee in respect of which
are not required to be capitalized on the balance sheet of the lessee in accordance with GAAP.


 


2.            Amendments
to Exhibit 2. The following definitions set forth in Exhibit 2 to the MFA shall be amended and restated in their entirety to
read as follows:


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation of any
Person that is not an Operating Lease, the capitalized amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a
Capital Lease, and (c) in respect of any Operating Lease of any Person, an amount equal to (x) the Rent Expense under such Operating
Lease for the period of four consecutive fiscal quarters most recently ended on or before such date multiplied by (y) 6.5.


 


“EBITDAR” means,
for any period with respect to any Person and its consolidated Subsidiaries, an amount equal to EBITDA for such period, plus,
to the extent deducted in calculating Net Income for such period, Capital Leases and Synthetic Lease Obligations (including any
Rent Expense) for such period.


 


“Fixed Charge Coverage
Ratio” means, with respect to any Person as of any date of determination, the ratio of (a) the sum of (i) EBITDAR, less
(ii) distributions and dividends of such Person and its consolidated Subsidiaries, in each case for the period of four consecutive
fiscal quarters ending on such date of determination, to (b) the sum of (i) Principal and Interest Expense, plus (ii) Capital
Leases and Synthetic Lease Obligations (including any Rent Expense) of such Person and its consolidated Subsidiaries, in each case
for the period of four consecutive fiscal quarters ending on such date of determination.


 


“Funded Debt”
means, as of any date of determination with respect to any Person and its consolidated Subsidiaries, all of the following (without
duplication), determined in accordance with GAAP:


 


(a) obligations for borrowed money
and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, including, in all cases,
any accrued interest thereon;


 


(b) any direct or contingent obligations
arising under standby or commercial letters of credit (excluding the Letter of Credit), banker’s acceptances, bank guaranties,
surety bonds and similar instruments;


 


(c) any Receivables Facility Attributed
Indebtedness;


 




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(d) net obligations of such Person
under any Swap Contract; and


 


(e) indebtedness (excluding prepaid
interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited
in recourse.


 


“Synthetic Lease Obligation”
means, without duplication, the monetary obligation of a Person under (a) any Operating Lease; (b) a so-called synthetic, off-balance
sheet or tax retention lease; or (c) any agreement for the use or possession of property creating obligations that do not appear
on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
Indebtedness of such Person (without regard to accounting treatment).


 


B.            Section
7.13. The Parties agree that the references to “Master Franchisee” in Section 7.13 shall be deemed to refer to
Parent and its consolidated Subsidiaries instead of Master Franchisee.


 


C.            Amendments
to Section 7.19.2. Section 7.19.2 of the MFA shall be amended and restated in its entirety to read as follows:


 


“7.19Compliance
Certificate; Notice.


 


...


 


“7.19.2 Master Franchisee
shall deliver to McDonald’s for its review and approval within 90 days after the end of each fiscal quarter, and within 120
days after the end of each fiscal year, a certificate from its Chief Executive Officer and its chief financial officer to detail
compliance at the end of each quarter with each of the covenants set forth in Section 7.13, or, in the event of noncompliance with
such covenants at any other time, Master Franchisee shall deliver to McDonald’s a certificate detailing such non-compliance
promptly following any officer of Parent obtaining knowledge thereof. Such certificate shall include exhibits illustrating the
calculations used to determine such compliance and any other infonnation as McDonald’s may reasonably request.”


 


		II.	Miscellaneous.



 


A.            Ratification
and Confirmation of the MFA; No Other Changes. Except as modified by this Amendment, the MFA is hereby ratified and confirmed
in all respects. Nothing herein shall be deemed to alter, vary or otherwise affect the terms, conditions and provisions of the
Purchase Agreement, other than as contemplated herein.


 


B.            Miscellaneous.
Section 25 of the MFA shall be incorporated by reference herein as set forth in its entirety in this Amendment.


 




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C.            Governing
Law. This Amendment shall be governed by the laws of the State of Illinois, United States of America.


 


***


 




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IN WITNESS WHEREOF, the Parties hereto
have duly executed and delivered this Amendment on the day and year first above written.


 


	
        McDonald’s:

         

        McDonald’s Latin
        America, LLC

         
	 	
        Master Franchisee:

         

        LatAm, LLC

         

	By:	
        /s/ Edgardo A. Navarro 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Edgardo A. Navarro	 	 	Name:Sergio Alonso
	 	Title:President – Latin America	 	 	Title:


	 	 	 
	 	 	 
	
        Owner:

         

        Arcos Dorados B.V

         
	 	
        Dutch Coop:

         

        Arcos Dorados Cooperatieve
        U.A.

         

	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	
        Parent:

         

        Arcos Dorados Holdings,
        Inc.

         
	 	
        Beneficial Owner:

         

        Los Laureles, Ltd.
        

         

	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Woods Staton 

	 	Name:Sergio Alonso	 	 	Name:Woods Staton
	 	Title:	 	 	Title:


 



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	Arcos Dorados Argentina S.A.	 	Compañía de Inversiones Inmobiliaria (C.I.I.) S.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dourados Comercio de Alimentos Ltda.	 	Arras Comercio de Alimentos Ltda.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dourados Participações Ltda.	 	Arcos Dorados USVI, Inc.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos de Viña S.A.	 	Arcos Dorados Caribbean Development Corp.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


 



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	Arcos Dorados Guadeloupe	 	Arcos Dorados Martinique
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos SerCal Inmobiliaria, S. de R.L., de C.V.	 	Restaurant Realty of Mexico, Inc.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Alimentos Centralizados de Mexico, S. de R.L., de C.V.	 	Servicios Alimentos Centralizados de Mexico, S. de R.L., de C.V.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dorados Panama, S.A.	 	Sistemas McOpCo Panama, S.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


 



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	Arcos Dorados Restaurantes de Chile, Ltda.	 	Arcos Dorados Paisas, Ltda. & Cía. S.C.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dorados Trinidad Limited	 	Arcos Dorados de Colombia S.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dorados de Costa Rica (ADCR), S.A.	 	ArcGold del Ecuador S.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	 	 	Arcos Sercal Servicios, S.A. de C.V.
	 	 	 
	 	 	 	By:	
        /s/ Sergio Alonso 

	 	 	 	 	Name:Sergio Alonso
	 	 	 	 	Title:


 



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	Arcos Dorados Aruba N.V.	 	Operaciones Arcos Dorados de Peru S.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dorados Puerto Rico, Inc.	 	Golden Arch Development Corporation
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dorados de Uruguay S.A.	 	Arcos del Sur S.R.L.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Adminstrative Development Company	 	Alimentos Arcos Dorados de Venezuela C.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


 



    9 


     

    
 


	Compañía Operativa de Alimentos COR, C.A.	 	Gerencia Operativa ARC, C.A.
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Logistics and Manufacturing LOMA Co.	 	Management Operations Company
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:


	 	 	 
	 	 	 
	Arcos Dorados Curacao N.V.	 	Arcos Dorados French Guiana
	 	 	 
	By:	
        /s/ Sergio Alonso 
	 	By:	
        /s/ Sergio Alonso 

	 	Name:Sergio Alonso	 	 	Name:Sergio Alonso
	 	Title:	 	 	Title:







 


 


 









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