Equity Commitment Letter 3G Special Situations Fund II L.P. c/o 3G Capital Partners Ltd. 600 Third Avenue 37th Floor New York, New York 10016 September 2, 2010Equity Commitment Letter • September 16th, 2010 • Blue Acquisition Holding Corp • Retail-eating places • Delaware
This letter agreement sets forth the commitment of 3G Special Situations Fund II, L.P., a Cayman limited partnership (“Sponsor”), subject to the terms and conditions contained herein, to purchase certain equity interests of Blue Acquisition Holding Corporation, a newly formed Delaware corporation (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into as of the date hereof by and among Parent, Blue Acquisition Sub, Inc., a newly-formed Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and Burger King Holdings, Inc., a Delaware corporation (the “Company”), Sub will make a tender offer (as it may be amended from time to time as permitted under the Merger Agreement, the “Offer”) to purchase all the outstanding shares of Company Common Stock at the Offer Price, net to the seller thereof in cash, and, regardless of whether or no
LIMITED GUARANTYLimited Guaranty • September 16th, 2010 • Blue Acquisition Holding Corp • Retail-eating places • Delaware
This Limited Guaranty, dated as of September 2, 2010 (this “Limited Guaranty”), is delivered by 3G Special Situations Fund II L.P., a Cayman limited partnership (the “Guarantor”), in favor of Burger King Holdings, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Blue Acquisition Holding Corporation, a Delaware corporation (“Parent”), and Blue Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”). Each of the Guarantor and the Company are referred to herein as a “party” and together as “parties.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
