exv4w3







Exhibit 4.3




               This Supplemental Indenture (this “Supplemental Indenture”) is entered into as of October
19, 2010 by and among Blue Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), Burger
King Corporation, a Florida corporation (“Successor”), and a wholly-owned subsidiary of Burger King
Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors listed on Schedule I
hereto (together with Holdings, the “Guarantors”) and Wilmington Trust FSB (the “Trustee”), as
Trustee under the Indenture referred to below.



W I T N E S S E T H:




               WHEREAS, Merger Sub and the Trustee entered into that certain Indenture dated as of October
19, 2010 (the “Indenture”) and Merger Sub issued pursuant to the Indenture an aggregate principal
amount of $800.0 million of 97⁄8% Senior Notes due 2018 (the “Notes”);



               WHEREAS, Merger Sub, Holdings and Blue Acquisition Holding Corporation, a Delaware
corporation, have entered into a Merger Agreement, dated as of September 2, 2010 (the “Merger
Agreement”), which provides for the merger of Merger Sub with and into Holdings (the “Merger”),
with Holdings continuing its existence under Delaware law;



               WHEREAS, Section 4.1 of the Indenture provides, among other things, that merger Sub
shall not be prevented from merging with or into Holdings, provided that, among other
things, the Successor shall expressly assume upon any such merger, all of the obligations of Merger
Sub under the Notes;



               WHEREAS, the Indenture provides that the Issuer is required to cause each Wholly-Owned
Subsidiary that is a Restricted Subsidiary that guarantees Indebtedness to unconditionally
Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of
the principal of, premium, if any, and interest in respect of the Notes on a senior unsecured basis
and all other obligations under the Indenture;



               WHEREAS, Section 9.1 of the Indenture provides that the Issuer, the Guarantors and the
Trustee may, without the consent of the Holders of Notes, enter into a supplemental indenture for
the purposes of evidencing the succession of another Person to the Issuer;



               WHEREAS, the Indenture provides that under certain circumstances the New Guarantor shall
execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor
shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture
on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and



               WHEREAS, each of the Issuer and the Guarantors have been authorized by or pursuant to a Board
Resolution (or equivalent authorization) to enter into this Supplemental Indenture; and



               WHEREAS, all acts, conditions, proceedings and requirements necessary to make this
Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its
terms for the purposes expressed herein, in accordance with its terms, have been duly done and
performed.



 









 





               NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
Merger Sub, Successor, the Guarantors and the Trustee hereby agree as follows:



ARTICLE I




DEFINITIONS



               SECTION 1.1 Capitalized terms used in this Supplemental Indenture and not otherwise defined
herein shall have the meanings assigned to such terms in the Indenture.



ARTICLE II




REPRESENTATIONS OF ISSUER AND SUCCESSOR



               SECTION 2.1 Each of Merger Sub, the Guarantors and Successor represents and warrants to the
Trustee as follows:




     (i) It is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization.




     (ii) The execution, delivery and performance by it of this Supplemental Indenture
have been authorized and approved by all necessary corporate or limited liability company
action on its part.



               SECTION 2.2 Each of Merger Sub and Holdings represents and warrants to the Trustee that upon
the filing and acceptance for record of the Certificate of Merger by the Secretary of State of the
State of Delaware or at such other time thereafter as is provided therein (the “Merger Effective
Time”), the Merger shall be effective in accordance with the terms of the Merger Agreement and
applicable law.



ARTICLE III




ASSUMPTION OF ISSUER AND AGREEMENTS TO BE BOUND



               SECTION 3.1 In accordance with Sections 4.1 and 9.1 of the Indenture,
Successor hereby expressly assumes all of the obligations of Merger Sub under the Notes and the
Indenture.



               SECTION 3.2 Successor shall succeed to, and be substituted for, and may exercise every right
and power of, Merger Sub under the Indenture and the Notes with the same effect as if Successor had
been named as “Issuer” in the Indenture and the Notes; and thereafter Merger Sub shall be fully
released from its obligations under the Indenture and the Notes.



               SECTION 3.3 The Guarantors hereby become parties to the Indenture as a Guarantor and as such
shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor
under the Indenture. The Guarantors agree to be bound by all of the



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provisions of the Indenture applicable to a Guarantor and to perform all of the obligations
and agreements of a Guarantor under the Indenture.




               SECTION 3.4 Each Guarantor agrees, on a joint and several basis with all the other
Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the
Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior
unsecured basis.



               SECTION 3.5 In accordance with Section 4.1 of the Indenture, each Guarantor hereby
confirms that its Guarantee shall apply to Successor’s obligation under the Indenture and the
Notes.



ARTICLE IV




MISCELLANEOUS



               SECTION 4.1 Notices. All notices and other communications to the Guarantors shall
be given as provided in the Indenture to the Guarantors, at the addresses set forth in the
Indenture, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.



               SECTION 4.1 Parties. Nothing expressed or mentioned herein is intended or shall be
construed to give any Person, firm or corporation, other than the Holders and the Trustee, any
legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.



               SECTION 4.3 Effectiveness. This Supplemental Indenture shall become effective as of
the Merger Effective Time.



               SECTION 4.4 Governing Law. This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.



               SECTION 4.5 Severability Clause. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby and such provision
shall be ineffective only to the extent of such invalidity, illegality or unenforceability.



               SECTION 4.6 Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental
Indenture or with respect to the recitals contained herein, all of which recitals are made solely
by the other parties hereto.



               SECTION 4.7 Counterparts. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute one and the same
agreement.



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               SECTION 4.8 Headings. The headings of the Articles and the sections in this
Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or
affect the meaning or interpretation of any provisions hereof.



[Remainder of Page Intentionally Left Blank]



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



	 	 	 	 	 
	 	BLUE ACQUISITION SUB, INC.

 	 
	 	By  	/s/ Daniel S. Schwartz	 
	 	 	Name:  	Daniel S. Schwartz	 
	 	 	Title:  	Vice President	 
	 
	 	WILMINGTON TRUST FSB, as Trustee

 	 
	 	By:  	/s/ Joseph P O’Donnell	 
	 	 	Name:  	Joseph P O’Donnell	 
	 	 	Title:  	Vice President	 
	 
	 	BURGER KING CORPORATION

 	 
	 	By  	/s/ Ben K. Wells	 
	 	 	Name:  	Ben K. Wells	 
	 	 	Title:  	Chief Financial Officer	 
	 
	 	BURGER KING HOLDINGS, INC.

 	 
	 	By  	/s/ Ben K. Wells	 
	 	 	Name:  	Ben K. Wells	 
	 	 	Title:  	Chief Financial Officer	 
	 
	 	BK ACQUISITION, INC.

BK CDE, INC.

BURGER KING INTERAMERICA, LLC

BURGER KING SWEDEN, INC.

DISTRON TRANSPORTATION SYSTEMS, INC.

MOXIE’S, INC.

THE MELODIE CORPORATION

TPC NUMBER FOUR, INC.

TQW COMPANY

 	 
	 	By:  	/s/ Ben K. Wells
 	 
	 	 	Name:  	Ben K. Wells 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



 








 






	 	 	 	 	 



EXHIBIT 1




Subsidiary Guarantors




BK Acquisition, Inc.

BK CDE, Inc.

Burger King Interamerica, LLC

Burger King Sweden, Inc.

Distron Transportation Systems, Inc.

Moxie’s, Inc.

The Melodie Corporation

TPC Number Four, Inc.

TQW Company