**Exhibit 3.1**AdoptedMay 1, 2006**AMENDED AND RESTATED****CERTIFICATE OF INCORPORATION****OF****BURGER KING HOLDINGS, INC.**Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, BurgerKing Holdings, Inc. (originally formed on July 23, 2002 as Delaware Champion Holdings LLC whichchanged its name to Burger King Holdings LLC on August 30, 2002 and which was converted andincorporated as Burger King Holdings, Inc. on June 27, 2003), a corporation organized and existingunder the laws of the State of Delaware (the “**Corporation**”), has adopted this Amended and RestatedCertificate of Incorporation restating, integrating and further amending its Certificate ofIncorporation (originally filed June 27, 2003 and amended on October 3, 2003 and November 28,2005), which Amended and Restated Certificate of Incorporation has been duly proposed by thedirectors and adopted by the stockholders of the Corporation (by written consent pursuant toSection 228 of said General Corporation Law) in accordance with the provisions of said Section 242and 245.* * * * *     FIRST: Name. The name of the Corporation is Burger King Holdings, Inc.     SECOND: Registered Office and Registered Agent. The address of its registered officein the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,County of New Castle, Delaware 19801. The name of its registered agent at such address is TheCorporation Trust Company.     THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act oractivity for which corporations may be organized under the General Corporation Law of the State ofDelaware as the same exists or may hereafter be amended (“**DGCL**”).     FOURTH: Capital Stock. The total number of shares of stock which the Corporationshall have authority to issue is 310,000,000 consisting of 300,000,000 shares of common stock, parvalue $0.01 per share (the “**Common Stock**”) and 10,000,000 shares of Preferred Stock, $0.01 parvalue, (the “**Preferred Stock**”).     The Board of Directors is hereby empowered to authorize by resolution or resolutions from timeto time the issuance of one or more classes or series of
 

 
Preferred Stock and to fix the designations, powers, preferences and relative, participating,optional or other rights, if any, and the qualifications, limitations or restrictions thereof, ifany, with respect to each such class or series of Preferred Stock and the number of sharesconstituting each such class or series, and to increase or decrease the number of shares of anysuch class or series to the extent permitted by the DGCL.     FIFTH: Voting. Each holder of Common Stock, as such, shall be entitled to one votefor each share of Common Stock held of record by such holder on all matters on which stockholdersgenerally are entitled to vote; *provided, however,*that, except as otherwise required by law,holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amendedand Restated Certificate of Incorporation (including any Certificate of Designation relating to anyseries of Preferred Stock) that relates solely to the terms of one or more outstanding series ofPreferred Stock if the holders of such affected series are entitled, either separately or togetherwith the holders of one or more other such series, to vote thereon pursuant to this Amended andRestated Certificate of Incorporation (including any Certificate of Designation relating to anyseries of Preferred Stock) or pursuant to the DGCL.     SIXTH: Board of Directors. The following provisions are inserted for the managementof the business and for the conduct of the affairs of the Corporation, and for further definition,limitation and regulation of the powers of the Corporation and of its directors and stockholders:     (1) The stockholders shall elect a board of directors (the “**Board of Directors**”) to overseethe Corporation’s business. The number of directors shall be no less than three (3) and no morethan fifteen (15). The exact number of directors within the limitations specified in the precedingsentence shall be fixed from time to time by resolution adopted by the affirmative vote of amajority of the total number of directors then in office.     (2) In addition to the powers and authority expressly conferred upon them by statute or bythis Amended and Restated Certificate of Incorporation or the By-laws of the Corporation, thedirectors are hereby empowered to exercise all such powers and do all such acts and things as maybe exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutesof the State of Delaware, this Amended and Restated Certificate of Incorporation and the By-laws ofthe Corporation.     (3) Any director or the entire board of directors may be removed, with or without cause, bythe holders of a majority of the shares then entitled to vote at an election of directors.     (4) Any vacancy in the Board of Directors that results from an increase in the number ofdirectors, from the death, disability, resignation, disqualification,
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removal of any director or from any other cause shall be filled by the affirmative vote of amajority of the total number of directors then in office, even if less than a quorum, or by a soleremaining director or, if TPG BK Holdco LLC, GS Capital Partners 2000, L.P., GS Capital Partners2000 Offshore, L.P., GS Capital Partners 2000 GmBH& Co. Beteiligungs KG, GS Capital Partners 2000Employee Fund, L.P., Stone Street Fund 2000, L.P., Bridge Street Special Opportunities Fund 2000,L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GSPrivate Equity Partners 2000 Offshore Holdings, L.P., GS Private Equity Partners 2000 – DirectInvestment Fund, L.P., Bain Capital Integral Investors, LLC, Bain Capital VII Coinvestment Fund,LLC, BCIP TCV, LLC and their respective affiliates (collectively, the “**Sponsors**”) collectively ownat least 50% of the outstanding shares of the Common Stock, by the stockholders.     SEVENTH: Indemnification.     (1) Right to Indemnification. Each person who was or is made a party or is threatenedto be made a party to or is otherwise involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “**proceeding**”), by reason of the fact thathe or she is or was a director or officer of the Corporation or is or was serving at the writtenrequest of the Corporation’s Chief Executive Officer or his designee as a director, officer ortrustee of another corporation or of a partnership, joint venture, trust or other enterprise,including service with respect to an employee benefit plan (hereinafter an “**indemnitee**”), whetherthe basis of such proceeding is an alleged action in an official capacity as a director, officer ortrustee or in any other capacity while serving as a director, officer or trustee, shall beindemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, asthe same exists or may hereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide broader indemnification rights thansuch law permitted the Corporation to provide prior to such amendment), against all expense,liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penaltiesand amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connectiontherewith; provided, however, that, except as provided in Section 3 of this ARTICLE SEVENTH withrespect to proceedings to enforce rights to indemnification, the Corporation shall indemnify anysuch indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee onlyif such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.     (2) Right to Advancement of Expenses. In addition to the right to indemnificationconferred in Section 1 of this ARTICLE SEVENTH, an indemnitee shall also have the right to be paidby the Corporation the expenses (including attorney’s fees) incurred in defending any suchproceeding in advance of its final disposition (hereinafter an “**advancement of expenses**”);provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemniteein his or her capacity as a director or officer (and not in any other
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capacity in which service was or is rendered by such indemnitee, including, without limitation,service to an employee benefit plan) shall be made only upon delivery to the Corporation of anundertaking (hereinafter an “**undertaking**”), by or on behalf of such indemnitee, to repay allamounts so advanced if it shall ultimately be determined by final judicial decision from whichthere is no further right to appeal (hereinafter a “**final adjudication**”) that such indemnitee isnot entitled to be indemnified for such expenses under this ARTICLE SEVENTH or otherwise.     (3) Right of Indemnitee to Bring Suit. If a claim under section 1 or 2 of thisARTICLE SEVENTH is not paid in full by the Corporation within sixty (60) days after a written claimhas been received by the Corporation, except in the case of a claim for an advancement of expenses,in which case the applicable period shall be twenty (20) days, the indemnitee may at any timethereafter bring suit against the Corporation to recover the unpaid amount of the claim. Ifsuccessful in whole or in part in any such suit, or in a suit brought by the Corporation to recoveran advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall beentitled to be paid also the expense of prosecuting or defending such suit. In (i) any suitbrought by the indemnitee to enforce a right to indemnification hereunder (but not in a suitbrought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defensethat, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuantto the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon afinal adjudication that, the indemnitee has not met any applicable standard for indemnification setforth in the Delaware General Corporation Law. Neither the failure of the Corporation (includingits directors who are not parties to such action, a committee of such directors, independent legalcounsel, or its stockholders) to have made a determination prior to the commencement of such suitthat indemnification of the indemnitee is proper in the circumstances because the indemnitee hasmet the applicable standard of conduct set forth in the DGCL, nor an actual determination by theCorporation (including its directors who are not parties to such action, a committee of suchdirectors, independent legal counsel, or its stockholders) that the indemnitee has not met suchapplicable standard of conduct, shall create a presumption that the indemnitee has not met theapplicable standard of conduct or, in the case of such a suit brought by the indemnitee, be adefense to such suit. In any suit brought by the indemnitee to enforce a right to indemnificationor to an advancement of expenses hereunder, or brought by the Corporation to recover an advancementof expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee isnot entitled to be indemnified, or to such advancement of expenses, under this ARTICLE SEVENTH orotherwise shall be on the Corporation.     (4) Requested Service. Any person serving as a director, officer or equivalentexecutive of (i) another corporation of which a majority of the shares entitled to vote in theelection of its directors is owned, directly or indirectly, by the Corporation, or (ii) anyemployee benefit plan of the Corporation or of any corporation referred to in Clause (i), shall be deemed to be doing so at the written request of theCorporation’s Chief Executive Officer for purposes of Section 1 of this ARTICLE SEVENTH.
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     (5) Non-Exclusivity of Rights. The rights to indemnification and to the advancementof expenses conferred in this ARTICLE SEVENTH shall not be exclusive of any other right which anyperson may have or hereunder acquire under any statute, the Corporation’s Amended and RestatedCertificate of Incorporation, By-laws, agreement, vote of stockholders or directors or otherwise.     (6) Insurance. The Corporation may maintain insurance, at its expense, to protectitself and any director, officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any expense, liability or loss,whether or not the Corporation would have the power to indemnify such person against such expense,liability or loss under the DGCL.     (7) Indemnification of Employees and Agents of the Corporation. The Corporation may,to the extent authorized from time to time by the Board of Directors, grant rights toindemnification and to the advancement of expenses to any employee or agent of the Corporation tothe fullest extent of the provisions of this ARTICLE SEVENTH with respect to the indemnificationand advancement of expenses of directors and officers of the Corporation.     (8) Nature of Rights. The rights conferred upon indemnitees in this ARTICLE SEVENTHshall be contract rights and such rights shall continue as to an indemnitee who has ceased to be adirector, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executorsand administrators. Any amendment, alteration or repeal of this ARTICLE SEVENTH that adverselyaffects any right of an indemnitee or its successors shall be prospective only and shall not limitor eliminate any such right with respect to any proceeding involving any occurrence or allegedoccurrence of any action or omission to act that took place prior to such amendment or repeal.     EIGHTH: Liability. A director of the Corporation shall not be personally liable tothe Corporation or its stockholders for monetary damages for breach of fiduciary duty as adirector, except for liability (i) for any breach of the director’s duty of loyalty to thecorporation or its stockholders, (ii) for acts or omission not in good faith or which involveintentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv)for any transaction from which the director derived an improper personal benefit. If the DGCL isamended to authorize corporate action further eliminating or limiting the personal liability ofdirectors, then the liability of a director of the Corporation shall be eliminated or limited tothe fullest extent permitted by the DGCL, as so amended.
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     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporationshall not adversely affect any right or protection of a director of the Corporation existing at thetime of such repeal or modification.     NINTH: Action By Written Consent. If the Sponsors collectively own less than 50.0% of theoutstanding shares of the Common Stock, then any action required or permitted to be taken at anyannual or special meeting of stockholders of the Corporation may be taken only upon the vote of thestockholders at an annual or special meeting duly called and may not be taken by written consent ofthe stockholders. The By-laws may establish procedures regulating the submission by stockholdersof nominations and proposals for consideration at meetings of stockholders of the Corporation.     TENTH: Business Opportunities. To the fullest extent permitted by Section 122(17) ofthe DGCL, the Corporation, on behalf of itself and its subsidiaries, renounces any interest orexpectancy of the Corporation and its subsidiaries in, or in being offered an opportunity toparticipate in, business opportunities that are from time to time presented to any of the Sponsorsor any of their respective officers, directors, agents, stockholders, members, partners, affiliatesand subsidiaries (other than the Corporation and its subsidiaries), even if the opportunity is onethat the Corporation or its subsidiaries might reasonably be deemed to have pursued or had theability or desire to pursue if granted the opportunity to do so and no such person shall be liableto the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as adirector or officer or otherwise, by reason of the fact that such person pursues or acquires suchbusiness opportunity, directs such business opportunity to another person or fails to present suchbusiness opportunity, or information regarding such business opportunity, to the Corporation or itssubsidiaries unless, in the case of any such person who is a director or officer of theCorporation, such business opportunity is expressly offered to such director or officer in writingsolely in his or her capacity as a director or officer of the Corporation. Any person purchasingor otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed tohave notice of and consented to the provisions of this ARTICLE TENTH. Neither the alteration,amendment or repeal of this ARTICLE TENTH nor the adoption of any provision of this Amended andRestated Certificate of Incorporation inconsistent with this ARTICLE TENTH shall eliminate orreduce the effect of this ARTICLE TENTH in respect of any matter occurring, or any cause of action,suit or claim that, but for this ARTICLE TENTH, would accrue or arise, prior to such alteration,amendment, repeal or adoption.     ELEVENTH: Section 203 of the DGCL. Section 203 of the DGCL shall not apply to theCorporation.     TWELFTH: Amendments. The Corporation reserves the right to amend, alter, change orrepeal any provision contained in this Amended and Restated Certificate of Incorporation in anymanner permitted by Delaware law, and, with the sole exception of those rights and powers conferred under the above ARTICLE SEVENTH andARTICLE EIGHTH, all rights and powers conferred herein on stockholders, directors and officers aresubject to this reserved power. The Board of Directors is hereby empowered to adopt, amend orrepeal the By-laws of the Corporation without a vote of the stockholders.
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     IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate ofIncorporation to be duly executed in its corporate name by its duly authorized officer.Dated: May 1, 2006           BURGER KING HOLDINGS, INC.             By: /s/ Anne Chwat              Name: Anne Chwat      Title: General Counsel & Secretary  
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