Amendment to Fee Agreement Among Burger King Corporation, Bain Capital, Goldman Sachs, and TPG

Goldman Sachs Direct Investment Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GS Private Equity Partners 2000 Offshore Holdings, L.P., GS Private Equity Partners 2000 – Direct Investment Fund, L.P. (collectively, the “Goldman Funds”, and together with the TPG Fund and the Bain Funds, the “Co-Investors”). The Fee Agreement sets forth, among other things, the fees to be paid to the Sponsor Entities or their respective designees by the Company. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Fee Agreement.

The Sponsor Entities, the Co-Investors and the Company hereby amend the Fee Agreement as follows:

1. Termination of Fee Agreement. Upon the completion of a bona fide underwritten initial public offering of the common stock of Holdings in which at least 10% of the common stock of Holdings is sold to the public (an “IPO”), the Company will pay a fee of $30 million to the Sponsor Entities to terminate the Fee Agreement (the “Sponsor Management Termination Fee”). The Sponsor Management Termination Fee will be divided among the Sponsor Entities in three (3) equal amounts and paid on the closing date of the IPO (the “IPO Closing Date”). From and after the IPO Closing Date, the Fee Agreement will automatically terminate (provided, however, that the indemnity provisions in Section 6 of the Fee Agreement will survive such termination).

2. Final Payment. Notwithstanding any provision in the Fee Agreement to the contrary, after payment of the Sponsor Management Termination Fee, the Sponsor Entities and the Co-Investors hereby agree that the Company had, has and will have no obligation to accrue and/or pay, and the Sponsor Entities had, have and will have no right to receive, any past, present or future fees pursuant to the Fee Agreement. The Sponsor Entities and the Co-Investors hereby unconditionally and irrevocably release and discharge the Company from any obligation to accrue or pay, and any liability for, any past, present or future fees under the Fee Agreement.

3. Other Fees and Payments. The Company and Holdings, as applicable, will reimburse the Sponsor Entities for all reasonable out-of-pocket expenses incurred by the board members of the Company and Holdings designated by the Sponsor Entities (the “Sponsor Directors”) in connection with their attendance at board meetings and any committees thereof, including without limitation travel, lodging and meal expenses. In addition, the Sponsor Directors will be entitled to receive an annual retainer and other fees in accordance with Holdings’ then current director compensation program. The Sponsor Entities and their respective affiliates will also be entitled to receive banking fees associated with arm’s length transactions and acceptable to both parties (for example, investment banking fees for the IPO). Except as otherwise provided in this amendment letter or as hereafter agreed to by the Company, Holdings, the Company and their respective subsidiaries will have no obligation to pay any fees or other amounts to the Sponsor Entities, Sponsor Directors, Co-Investors and/or their respective affiliates. This section shall survive the termination of the Fee Agreement.

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