exv10w67






Exhibit 10.67




October 19, 2010




J.P. Morgan Securities LLC

Barclays Capital Inc.

  as Representatives of the

  several Initial Purchasers listed

  in Schedule 1 to the Purchase Agreement




c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10017



Ladies and Gentlemen:



Reference is made to the Purchase Agreement (the “Purchase Agreement”) dated October 1,
2010, initially among Blue Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), to
be merged with and into Burger King Holdings, Inc., a Delaware corporation (the “Company”),
and the several parties named in Schedule 1 thereto (the “Initial Purchasers”), concerning
the purchase of the Securities (as defined in the Purchase Agreement) from Merger Sub by the
Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings
assigned to such terms in the Purchase Agreement.



The Company and each of the Guarantors listed on Schedule 2 to the Purchase Agreement and the
signature pages hereto agree that this Joinder Agreement is being executed and delivered in
connection with the issue and sale of the Securities pursuant to the Purchase Agreement and is
being executed immediately upon the consummation of the Merger.




          1. Joinder. Each of the parties hereto hereby agrees to be bound by the terms,
conditions and other provisions of the Purchase Agreement with all attendant rights, duties and
obligations stated therein, with the same force and effect as if originally named, in the case of
the Company, as “Merger Sub” and as the “Company,” and in the case of a Guarantor, as a
“Guarantor,” therein and as if such party executed the Purchase Agreement on the date thereof.




          2. Representations, Warranties and Agreements of each of the Company and the
Guarantors. Each of the Company and the Guarantors represents and warrants to, and agrees
with, the several Initial Purchasers on and as of the date hereof that:





     (a) the Company or such Guarantor, as the case may be, has the corporate or
organizational power and authority to execute, deliver and perform



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this Joinder Agreement and to consummate the transactions contemplated hereby and this
Joinder Agreement has been duly authorized, executed and delivered by such Company or
Guarantor, as the case may be.




     (b) the representations, warranties and agreements of the Company, or of the
Guarantors, as the case may be, set forth in the Purchase Agreement are true and correct on
and as of the date hereof.



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




          4. Counterparts. This Joinder Agreement may be signed in counterparts (which may
include counterparts delivered by any standard form of telecommunication), each of which shall be
an original and all of which together shall constitute one and the same instrument.




          5. Amendments. No amendment or waiver of any provision of this Joinder 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. All headings of this Joinder Agreement are included for convenience of
reference only and shall not be deemed a part of this Joinder Agreement.




          7. Survival. This Joinder Agreement does not cancel, extinguish, limit or otherwise
adversely affect any right or obligation of the parties under the Purchase Agreement. The Company
and the Guarantors party hereto acknowledge and agree that all of the provisions of the Purchase
Agreement shall remain in full force and effect.




          If the foregoing is in accordance with your understanding of our agreement, please indicate
your acceptance of this Joinder Agreement by signing in the space provided below, whereupon this
Joinder Agreement and the Purchase Agreement will become binding agreements among the Company and
the Guarantors party hereto in accordance with their terms, and Merger Sub will be released from
any and all obligations thereunder.











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	 	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.

TPC NUMBER FOUR, INC.

BURGER KING SWEDEN, INC.

DISTRON TRANSPORTATION SYSTEMS, INC.

BURGER KING INTERAMERICA, LLC

MOXIE’S, INC.

TQW COMPANY

THE MELODIE CORPORATION

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



[Signature Page to Joinder to Purchase Agreement]