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NOTICE OF GUARANTEED DELIVERY

 

BURGER KING CORPORATION

 

Offer to Exchange

 

$800,000,000 97/8% Senior Notes due 2018

 

for

 

$800,000,000 97/8% Senior Notes due 2018, that have been registered under the Securities Act of 1933

 

Pursuant to the Prospectus, dated          , 2010

 

 

 

 

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Burger King Corporation, which we refer to as BKC in this notice, made pursuant to the prospectus, dated, 2010, if certificates for all of the outstanding $800,000,000 97/8% Senior Notes due 2018 of BKC, which we refer to as the Original Notes in this notice, are not immediately available or if the procedure for book-entry transfer cannot be completed at or prior to 12:00 midnight, New York City time, on the expiration date or time will not permit all required documents to reach Wilmington Trust FSB, as exchange agent, at or prior to 12:00 midnight, New York City time, on [20 business days after commencement], 2010, unless extended, which we refer to as the expiration date in this notice. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the exchange agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the Exchange Offer, a completed, signed and dated letter of transmittal for Original Notes held in certificated form (or a facsimile of the letter of transmittal) or an agent’s message instead of a letter of transmittal for Original Notes held in book-entry form must also be received by the exchange agent at or prior to 12:00 midnight, New York City time, on the expiration date. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

 

The exchange agent for the Exchange Offering:

 

Wilmington Trust FSB

 

 

Delivery of this notice to an address other than as set forth above or transmission of this notice via facsimile to a number other than as set forth above will not constitute a valid delivery.

This notice is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an “eligible institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

 

Ladies and Gentlemen:

 

The undersigned hereby tenders to BKC, upon the terms and subject to the conditions set forth in the prospectus and the related letter of transmittal, receipt of each of which the undersigned hereby acknowledges, the aggregate principal amount of Original Notes set forth below, pursuant to the guaranteed delivery procedures described in the letter of transmittal and under the caption “The Exchange Offer — Guaranteed Delivery Procedures” in the prospectus.

 

Original Notes To Be Tendered

 

 

Signature(s) of owners or	Date

authorized signatory

GUARANTEE

 

(not to be used for signature guarantees)

 

The undersigned, a firm or other entity identified in Rule l7Ad-15 under the United States Securities Exchange Act of 1934, as amended, as an “Eligible Guarantor Institution,” which definition includes: (i) banks (as that term is defined in Section 3(a) of the Federal Deposit Insurance Act); (ii) brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, and government securities brokers, as those terms are defined under the Act; (iii) credit unions (as that term is defined in Section 19(b)(1)(A) of the Federal Reserve Act); (iv) national securities exchanges, registered securities associations, and clearing agencies, as those terms are used under the Act; and (v) savings associations (as that term is defined in Section 3(b) of the Federal Deposit Insurance Act), hereby guarantees to deliver to the exchange agent, within three trading days after the date of execution of this notice, the Original Notes tendered hereby, either: (a) by book-entry transfer, to the account of the exchange agent at DTC, pursuant to the procedures for book-entry delivery set forth in the prospectus together with an agent’s message, with any required signature guarantees, and any other required documents, or (b) by delivering certificates representing the Original Notes tendered hereby, together with the properly completed, dated and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), with any required signature guarantees, and any other required documents.

 

The undersigned acknowledges that it must deliver the Original Notes tendered hereby, either (i) in the case of Original Notes held in book-entry form, by book-entry transfer into the account of the exchange agent at DTC, together with an agent’s message, and any required signature guarantees and other required documents, or (ii) in the case of Original Notes held in certificated form, by delivering to the exchange agent certificates representing the Original Notes tendered hereby, together with the letter of transmittal (or a manually signed facsimile copy of the letter of transmittal), and any required signature guarantees and other required documents, in either case, within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

(Please Type or Print)

 

 

 

Do not send physical certificates representing Original Notes with this notice. Such physical certificates should be sent to the exchange agent, together with a properly completed and executed letter of transmittal.