Restaurant Brands International Inc. Watch

from 8-K 234 pages Incremental Facility Amendment No. 6 and Amendment No. 9, Dated as of May 16, 2024 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), Restaurant Brands International Limited Partnership, a Limited Partnership Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Thereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017, Incremental Facility Amendment, Dated as of March 27, 2017, Incremental Facility Amendment No. 2, Dated as of May 17, 2017, Incremental Facility Amendment No. 3, Dated as of October 13, 2017, Amendment No. 3, Dated as of October 2, 2018, Incremental Facility Amendment No. 4, Dated as of September 6, 2019, Amendment No. 4, Dated as of November 19, 2019, Amendment No. 5, Dated as of April 2, 2020, Incremental Facility Amendment No. 5 and Amendment No. 6, Dated as of December 13, 2021, Amendment No. 7, Dated as of September 21, 2023, and Amendment No. 8, Dated as of December 28, 2023, and as Further Amended, Restated, Amended and Restated, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement

from 8-K 243 pages Amendment No. 8, Dated as of December 28, 2023 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Existing Holdings”), as Holdings, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Thereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017, Incremental Facility Amendment, Dated as of March 27, 2017, Incremental Facility Amendment No. 2, Dated as of May 17, 2017, Incremental Facility Amendment No. 3 Dated as of October 13, 2017, Amendment No. 3, Dated October 2, 2018, Incremental Facility Amendment No. 4, Dated as of September 6, 2019, Amendment No. 4, Dated as of November 19, 2019, Amendment No. 5, Dated as of April 2, 2020, Incremental Facility Amendment No. 5 and Amendment No. 6, Dated as of December 13, 2021 and Amendment No. 7, Dated as of September 21, 2023, the “Existing Credit Agreement”, and as Further Amended, Restated, Modified and Supplemented From Time to Time, Including by This Amendment, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement

from 8-K 257 pages Amendment No. 7, Dated as of September 21, 2023 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Thereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017, Incremental Facility Amendment, Dated as of March 27, 2017, Incremental Facility Amendment No. 2, Dated as of May 17, 2017, Incremental Facility Amendment No. 3 Dated as of October 13, 2017, Amendment No. 3, Dated October 2, 2018, Incremental Facility Amendment No. 4, Dated as of September 6, 2019, Amendment No. 4, Dated as of November 19, 2019, Amendment No. 5, Dated as of April 2, 2020, Incremental Facility Amendment No. 5 and Amendment No. 6, Dated as of December 13, 2021, and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, the Borrowers and the Lenders Desire to Amend the Credit Agreement on the Terms Set Forth Herein;

from 8-K 226 pages Incremental Facility Amendment No. 5 and Amendment No. 6, Dated as of December 13, 2021 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Thereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017, Incremental Facility Amendment, Dated as of March 27, 2017, Incremental Facility Amendment No. 2, Dated as of May 17, 2017, Incremental Facility Amendment No. 3 Dated as of October 13, 2017, Amendment No. 3, Dated October 2, 2018, Incremental Facility Amendment No. 4, Dated as of September 6, 2019, Amendment No. 4, Dated as of November 19, 2019, Amendment No. 5, Dated as of April 2, 2020, and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, Subject to the Terms and Conditions of the Credit Agreement, the Borrowers May Obtain Incremental Revolving Credit Commitments and/or Incremental Term Loans by Entering Into One or More Incremental Facility Amendments With Additional Lenders;

from 8-K 225 pages Amendment No. 5, Dated as of 2, 2020 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Thereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017, Incremental Facility Amendment, Dated as of March 27, 2017, Incremental Facility Amendment No. 2, Dated as of May 17, 2017, Incremental Facility Amendment No. 3 Dated as of October 13, 2017, Amendment No. 3, Dated October 2, 2018, Incremental Facility Amendment No. 4 Dated as of September 6, 2019, Amendment No.4, Dated as of November 19, 2019, and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement

from 10-Q 175 pages Amendment No. 3, Dated as of October 2, 2018 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Thereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017, Incremental Facility Amendment, Dated as of March 27, 2017, Incremental Facility Amendment No. 2, Dated as of May 17, 2017 and Incremental Facility Amendment No. 3, Dated as of October 13, 2017, and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement

from 10-Q 16 pages Incremental Facility Amendment, Dated as of March 27, 2017 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Hereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017 and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, Subject to the Terms and Conditions of the Credit Agreement, the Borrowers May Obtain Incremental Revolving Credit Commitments and/or Incremental Term Loans by Entering Into One or More Incremental Facility Amendments With Additional Lenders;

from 10-Q 228 pages Amendment No. 2, Dated as of February 17, 2017 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Hereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015 and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, the Borrowers Desire to Amend the Credit Agreement on the Terms Set Forth Herein; Whereas, Section 10.01 of the Credit Agreement Provides That the Relevant Loan Parties and the Required Lenders May Amend the Credit Agreement and the Other Loan Documents for Certain Purposes, Including to Refinance Existing Term Loans Under the Credit Agreement;

from 8-K 16 pages Incremental Facility Amendment No. 3, Dated as of October 13, 2017 (This “Amendment”), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (The “Parent Borrower”), New Red Finance, Inc., a Delaware Corporation (The “Subsidiary Borrower” and Together With the Parent Borrower, the “Borrowers”), 1013421 B.C. Unlimited Liability Company, an Unlimited Liability Company Organized Under the Laws of British Columbia (“Holdings”), the Other Guarantors Party Hereto, Jpmorgan Chase Bank, N.A. (“Jpmcb”), as Administrative Agent, Collateral Agent and Swing Line Lender and Each L/C Issuer and Lender From Time to Time Party Thereto (Collectively, the “Lenders” and Individually, a “Lender”) (As Amended by Amendment No. 1, Dated as of May 22, 2015, Amendment No. 2, Dated as of February 17, 2017, Incremental Facility Amendment, Dated as of March 27, 2017, Incremental Facility Amendment No. 2, Dated as of May 17, 2017, and as Further Amended, Restated, Modified and Supplemented From Time to Time, the “Credit Agreement”); Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas, Subject to the Terms and Conditions of the Credit Agreement, the Borrowers May Obtain Incremental Revolving Credit Commitments and/or Incremental Term Loans by Entering Into One or More Incremental Facility Amendments With Additional Lenders;

from S-4/A 186 pages Credit Agreement Dated as of October 27, 2014 Among 1011778 B.C. Unlimited Liability Company, as the Parent Borrower, New Red Finance, Inc., as the Subsidiary Borrower, 1013421 B.C. Unlimited Liability Company, as Holdings, Jpmorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, the Lenders Party Hereto, Wells Fargo Bank, National Association, as Syndication Agent, Bank of America, N.A., Barclays Bank PLC Morgan Stanley Senior Funding, Inc., the Bank of Nova Scotia, Td Securities (USA) LLC, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, Credit Suisse AG, Fifth Third Bank, and Hsbc Securities (USA) Inc. as Co-Documentation Agents J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as Joint Lead Arrangers and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Bookrunners