.3
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
CUSIP Nos. 095231AA4 and U0929BAA8
Pursuant to the Prospectus,
dated ,
2010
The Exchange Offer will expire at 12:00 midnight, New York
City time, on [20 business days after commencement], 2010,
unless extended. Tenders of Original Notes may be withdrawn at
any time prior to 12:00 midnight, New York City time, on
the expiration date.
,
2010
To Our Clients:
Enclosed for your consideration is a prospectus,
dated ,
2010, and the related letter of transmittal relating to the
offer by Burger King Corporation, which we refer to as BKC in
this letter, to exchange all of its outstanding unregistered
$800,000,000
97/8% Senior
Notes due 2018, which we refer to as the Original Notes, for
registered $800,000,000
97/8% Senior
Notes due 2018, which we refer to as the Exchange Notes. The
Original Notes are, and the Exchange Notes will be, guaranteed,
jointly and severally, on a senior unsecured by Burger King
Holdings, Inc. (“Holdings”) and BK Acquisition, Inc.,
BK CDE, Inc., Burger King Interamerica, LLC, Burger King Sweden
Inc., Distron Transportation Systems, Inc., Moxie’s, Inc.,
The Melodie Corporation, TPC Number Four, Inc. and TQW Company
(collectively with Holdings, the “Guarantors”). In
addition, the Original Notes are, and the Exchange Notes will be
guaranteed by all of our future direct and indirect subsidiaries
that borrow under or guarantee any obligation under the New
Credit Facilities (as defined in the prospectus) or that
guarantee our indebtedness or indebtedness of another guarantor.
The Exchange Offer is being made in order to satisfy certain
obligations of BKC and the Guarantors, contained in the
Registration Rights Agreement, dated October 19, 2010, by
and among BKC, the Guarantors and the several initial purchasers
named therein.
This material is being forwarded to you as the beneficial owner
of the Original Notes held by us for your account but not
registered in your name. A tender of such Original Notes may
only be made by us as the holder of record and pursuant to your
instructions.
Accordingly, we request instructions as to whether you wish us
to tender on your behalf the Original Notes held by us for your
account, pursuant to the terms and conditions set forth in the
enclosed prospectus and letter of transmittal.
Your instructions should be forwarded to us as promptly as
possible in order to permit us to tender the Original Notes on
your behalf in accordance with the provisions of the Exchange
Offer. The Exchange Offer will expire at 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 letter. Any Original Notes tendered pursuant to the
Exchange Offer may be withdrawn at any time prior to 12:00
midnight, New York City time, on the expiration date.
Your attention is directed to the following:
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1.
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The Exchange Offer is for any and all Original Notes.
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2.
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The Exchange Offer is subject to certain conditions set forth in
the prospectus in the section captioned “The Exchange
Offer — Conditions to the Exchange Offer.”
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3.
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Any transfer taxes incident to the transfer of Original Notes
from the holder to BKC will be paid by BKC, except as otherwise
provided in the instructions in the letter of transmittal.
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4.
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The Exchange Offer expires at 12:00 midnight, New York City
time, on [20 business days after commencement], 2010, unless
extended by BKC.
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If you wish to have us tender your Original Notes, please so
instruct us by completing, executing and returning to us the
instruction form on the back of this letter. The letter of
transmittal is furnished to you for information only and may not
be used directly by you to tender Original Notes.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the
enclosed materials referred to therein relating to the Exchange
Offer of BKC with respect to the Original Notes.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer all right, title and interest in the Original Notes
and to acquire the Exchange Notes, issuable upon the exchange of
such Original Notes, and that, when such validly tendered
Original Notes are accepted by BKC for exchange, BKC will
acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not
subject to any adverse claim.
By completing, executing and delivering these instructions, the
undersigned hereby makes the acknowledgments, representations
and warranties referred to above and instructs you to tender the
Original Notes held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the
prospectus and letter of transmittal.
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Original Notes Which Are to be
Tendered
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Principal Amount Held by the
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All Original Notes Are to be
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Certificate Numbers (if
available)
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Undersigned
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Tendered (“Yes” or
“No”)*
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* Unless otherwise indicated, “yes” will be
assumed.
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None of the Original Notes held by you for the
undersigned’s account will be tendered unless you receive
written instructions from the undersigned to do so. Unless a
specific contrary instruction is given in the space provided,
the undersigned’s signature(s) hereon shall constitute an
instruction to you to tender all the Original Notes held by you
for the undersigned’s account.