exv10w69









Exhibit 10.69




Joinder to Registration Rights Agreement




October 19, 2010




J.P. Morgan Securities LLC

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179



Ladies and Gentlemen:





     Reference is made to the Registration Rights Agreement (the “Registration Rights
Agreement”) dated as of October 19, 2010 by and among Blue Acquisition Sub, Inc., a Delaware
corporation (“Merger Sub”), and J.P. Morgan Securities LLC (“J.P. Morgan”), and
Barclays Capital Inc., Fifth Third Securities, Inc., Morgan Keegan & Company, Inc. and UniCredit
Capital Markets, Inc. and, together with J.P. Morgan, the (“Initial Purchasers”) concerning
the sale by Merger Sub to the Initial Purchasers of $800.0 million aggregate principal amount of
Merger Sub’s 9.875% Senior Notes due 2018 (the “Securities”). Capitalized terms used herein
but not defined herein shall have the meanings assigned to such terms in the Registration Rights
Agreement.



     Burger King Corporation, a Florida corporation (“BKC”), Burger King Holdings, Inc., a
Delaware corporation (“Holdings”), and each of the subsidiaries listed on Schedule 1 hereto
(collectively with Holdings, the “Guarantors”) agree that this letter agreement is being
executed and delivered in connection with the issue and sale of the Securities pursuant to the
Purchase Agreement.



          1. Joinder of the Successor Company. BKC hereby agrees to become bound by the terms,
conditions and other provisions of the Registration Rights Agreement with all attendant rights,
duties and obligations stated therein, with the same force and effect as if originally named as
“BKC” and the “Company” therein and as if such party executed the Registration Rights Agreement on
the date thereof.




          2. Joinder of the Guarantors. Each of the Guarantors hereby agrees to become bound
by the terms, conditions and other provisions of the Registration Rights Agreement with all
attendant rights, duties and obligations stated therein, with the same force and effect as if
originally named as a Guarantor therein and as if such party executed the Registration Rights
Agreement on the date thereof.




          3. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




          4. Counterparts. This agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so




 









 







executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.




          5. Amendments. No amendment or waiver of any provision of this letter agreement, nor
any consent or approval to any departure therefrom, shall in any event be effective unless the same
shall be in writing and signed by the parties hereto.




          6. Headings. The headings in this letter agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.




[Remainder of Page Intentionally Left Blank]








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          If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to us a counterpart hereof, whereupon this letter agreement will become a binding agreement
among BKC, Holdings and the other Guarantors party hereto and the several Initial Purchasers in
accordance with its terms.




	 	 	 	 	 
	 	Very truly yours,



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.

DlSTRON 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 	 



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SCHEDULE 1




Guarantors




Burger King Holdings, Inc.

BK Acquisition, Inc.

BK CDE, Inc.

TPC Number Four, Inc.

Burger King Sweden, Inc.

Distron Transportation Systems, Inc.

Burger King Interamerica, LLC

Moxie’s, Inc.

TQW Company

The Melodie Corporation