Exhibit 4.28


 


 





SEVENTH
AMENDMENT TO CREDIT AGREEMENT


 


THIS
SEVENTH AMENDMENT TO CREDIT AGREEMENT is made and dated as of August 1, 2017 (the “Amendment”) among ARCOS
DORADOS B.V., a private company with limited liability (besloten venootschap met beperkte aansprakelijkh eid) 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”).


 


RECITALS


 


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 definition therein of “Maturity Date” in its entirety
as follow:


 


“Maturity Date”
means August 3, 2018.


 


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 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 la w 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 mad e 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.


 






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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 (8) if any such representation and warranty is not so qualified, in all material
respects; provided, that for purposes of this Section 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 Cred it Agreement is made hereby with respect to the period of four (4) fiscal quarters ended on
March 31, 2017.


 


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 C red it Agreement (as amended hereby)
to the extent invoiced to the Borrower prior to the Amendment Effective Date.


 






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(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.


 


5.          Miscellaneous.


 


5.1.       Effective
ness 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 Comercio 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


 



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	 	ARCOS DORADOS PANAMÁ, S.A.,

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


 

 


	 	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/ Augusto Urmeneta
	 	 	Name:Augusto Urmeneta
	 	 	Title:Managing Director




 


 






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