EXHIBIT 10.5
AMENDMENT TO
MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS’
AGREEMENT
AMENDMENT TO MANAGEMENT
SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT
, dated as of
November __, 2005 (the “Amendment”), by and among
BURGER KING HOLDINGS, INC. (the “Company”),
BURGER KING CORPORATION (“Burger King”), and the
Management Shareholder whose name appears on the signature page
hereof.
WHEREAS , the Company,
Burger King and the Management Shareholder entered into a
Management Subscription and Shareholders’ Agreement dated as
of March 1, 2004 (as amended hereby, the “Management
Shareholders’ Agreement”) pursuant to which the
Management Shareholder purchased shares of Common Stock of the
Company pursuant to the Equity Incentive Plan;
WHEREAS , the parties
have agreed to amend the Management Shareholders’ Agreement
as set forth herein; and
WHEREAS , all
capitalized terms not defined herein shall have the meanings
ascribed to them in the Management Shareholders’
Agreement;
NOW , THEREFORE
, in consideration of the foregoing premises, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as
follows:
1. Amendment
to Section 5.1(a) . Section 5.1(a) of the Management
Shareholders’ Agreement is hereby deleted in its entirety and
replaced with the following:
“(a)
Neither the Purchaser nor any of his heirs or representatives may
Transfer any Company Shares, other than Transfer (i) pursuant to or
consequent upon t
