Dunkin’ Brands Group, Inc. Common Stock Underwriting AgreementDunkin' Brands Group, Inc. • June 23rd, 2011 • Retail-eating & drinking places • New York
Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT dated November 23, 2010 (this “Agreement”) is entered into by and among Dunkin’ Finance Corp., a Delaware corporation (“Escrow Issuer”), Dunkin’ Brands, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Capital Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated (the “Initial Purchasers”).
AGREEMENT AND PLAN OF MERGER among INSPIRE BRANDS, INC., VALE MERGER SUB, INC. and DUNKIN’ BRANDS GROUP, INC. Dated as of October 30, 2020Agreement and Plan of Merger • November 2nd, 2020 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2020 (this “Agreement”), among INSPIRE BRANDS, INC., a Delaware corporation (“Parent”), VALE MERGER SUB, INC., a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Sub”), and DUNKIN’ BRANDS GROUP, INC., a Delaware corporation (the “Company”).
CREDIT AGREEMENT Dated as of November 23, 2010 among DUNKIN’ FINANCE CORP. as the Initial Borrower DUNKIN’ BRANDS HOLDINGS, INC. as Holdings upon the effectiveness of its joinder to this Agreement DUNKIN’ BRANDS, INC. as the Borrower upon the...Credit Agreement • June 7th, 2011 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 23, 2010, among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), and, upon the effectiveness of its joinder to this Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (“DBI”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer.
Dunkin’ Brands Group, Inc. 22,250,000 Shares of Common Stock Underwriting AgreementDunkin' Brands Group, Inc. • July 25th, 2011 • Retail-eating & drinking places • New York
Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 22,250,000 shares of common stock, par value $ 0.001 per share, of the Company (the “Underwritten Shares”). In addition, certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an additional 3,337,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECURITY AGREEMENT dated as of December 3, 2010 among THE GRANTORS IDENTIFIED HEREIN and Barclays Bank PLC, as Administrative AgentSecurity Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc. • New York
SECURITY AGREEMENT dated as of December 3, 2010, among the Grantors (as defined below) and Barclays Bank PLC, as the administrative agent for the Secured Parties (in such capacity, the “Administrative Agent”).
Dunkin’ Brands Group, Inc. 21,754,659 Shares of Common Stock Underwriting AgreementDunkin' Brands Group, Inc. • August 13th, 2012 • Retail-eating & drinking places • New York
In connection with the offering of the Shares, the Company has entered into an agreement with certain of the Selling Stockholders, dated as of August 8, 2012 (the “Share Repurchase Agreement”), pursuant to which the Company has agreed to repurchase from certain of the Selling Stockholders on the Closing Date in a private, non-underwritten transaction, 15,000,000 shares of the Company’s Common Stock (the “Concurrent Share Repurchase”) at a purchase price per share equal to the price per share at which the Underwriter will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement. The Concurrent Share Repurchase is conditioned upon the consummation of the offering of the Shares pursuant to this Agreement and the other terms and conditions set forth in the Share Repurchase Agreement. The closing of the offering of the Shares is not contingent on the closing of the Concurrent Share Repurchase.
DB MASTER FINANCE LLC, as Master Issuer, and CITIBANK, N.A., as Trustee and Securities Intermediary BASE INDENTURE Dated as of January 26, 2015 Asset Backed Notes (Issuable in Series)Base Indenture • January 26th, 2015 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
BASE INDENTURE, dated as of January 26, 2015, by and among DB MASTER FINANCE LLC, a Delaware limited liability company, and CITIBANK, N.A., a national banking association, as trustee and as securities intermediary.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2011 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places
This Indemnification Agreement (“Agreement”) is made and entered into as of this [•] day of [•],[•], by and between Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • May 7th, 2014 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • Delaware
This agreement (the “Agreement”) evidences a stock option granted by Dunkin’ Brands Group, Inc. (the “Company”) to the undersigned (the “Optionee”), pursuant to and subject to the terms of the Dunkin’ Brands Group, Inc. 2011 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2012 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Dunkin’ Brands Group, Inc., a Delaware Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • February 22nd, 2017 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • Delaware
This Performance Stock Unit Agreement (the “Agreement”), is made, effective as of [●], 2017 (the “Grant Date”), between Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).
STORE DEVELOPMENT AGREEMENTStore Development Agreement • February 24th, 2012 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • Massachusetts
BASKIN-ROBBINS FRANCHISING LLC, (“we,” “our” and “us”) a Delaware limited liability company with a principal place of business at 130 Royall Street, P.O. Box 9141, Canton, Massachusetts 02021, and [individuals] , located at (“you”, “your” or “Developer”).
DB MASTER FINANCE LLC SERIES 2019-1 3.787% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-I SERIES 2019-1 4.021% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-IIPurchase Agreement • March 21st, 2019 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
The Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to a Base Indenture (the “Base Indenture”), dated as of January 26, 2015 (the “Initial Closing Date”) and a series supplement to
MANAGEMENT AGREEMENT Dated as of January 26, 2015 among DB Master Finance LLC, DB Master Finance Parent LLC, certain Subsidiaries of DB Master Finance LLC party hereto, Dunkin’ Brands, Inc., as Manager, DB AdFund Administrator LLC and Dunkin Brands...Management Agreement • January 26th, 2015 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
This MANAGEMENT AGREEMENT, dated as of January 26, 2015 (this “Agreement”), is entered into by and among DB Master Finance LLC, a Delaware limited liability company (the “Master Issuer”), DD IP Holder LLC, a Delaware limited liability company (the “DD IP Holder”), BR IP Holder LLC, a Delaware limited liability company (the “BR IP Holder”), DB Franchising Holding Company LLC, a Delaware limited liability company (the “DD/BR Franchise Holdco”), Dunkin’ Donuts Franchising LLC, a Delaware limited liability company (the “DD Franchisor”), Baskin-Robbins Franchising LLC, a Delaware limited liability company (the “BR Franchisor”), DB Real Estate Assets I LLC, a Delaware limited liability company (the “DB Real Estate Holder I”), DB Real Estate Assets II LLC, a Delaware limited liability company (the “DB Real Estate Holder II”), BR UK Franchising LLC, a Delaware limited liability company (the “U.K. Franchisor”), DB Mexican Franchising LLC, a Delaware limited liability company (the “Mexican Franc
FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc. • Massachusetts
THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Dunkin’ Brands, Inc., a Delaware corporation with its principal place of business at Canton, Massachusetts (the “Company”), Dunkin Brands’ Group, Inc., a Delaware corporation (“Holdings”), and Nigel Travis (the “Executive”), effective as of May 3, 2011 (the “Extension Date”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 22nd, 2017 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • Delaware
This Restricted Stock Unit Agreement (the “Agreement”) is made, effective as of the [●]th day of [●], [●] (the “Grant Date”), between Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”).
CLASS A-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 1st, 2019 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • York
CLASS A-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 24th, 2017 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • York
Dunkin’ Brands Group, Inc. 22,000,000 Shares of Common Stock Underwriting AgreementDunkin' Brands Group, Inc. • March 16th, 2012 • Retail-eating & drinking places • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 22,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,300,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 6th, 2015 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • Delaware
This agreement (this “Agreement”) evidences the grant of Restricted Stock (as defined in the Plan referenced below) (the “Award”) by Dunkin’ Brands Group, Inc. (the “Company”) to the undersigned (the “Grantee”), pursuant to and subject to the terms of the Dunkin’ Brands Group, Inc. 2011 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
AMENDED AND RESTATED INVESTOR AGREEMENT by and among Dunkin’ Brands Group, Inc. and the Investors Dated as of , 2011Investor Agreement • July 11th, 2011 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • Delaware
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc. • Massachusetts
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT made and entered into by and between Dunkin’ Brands, Inc. (the “Company”), a Delaware corporation with its principal place of business at Canton, Massachusetts, Dunkin’ Brands Group Holdings, Inc. (“Holdings”), a Delaware corporation, and Jon Luther (the “Executive”), effective as of December 31, 2008.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among Dunkin’ Brands Group, Inc. and Certain Stockholders of Dunkin’ Brands Group, Inc. Dated as of , 2011Stockholders Agreement • July 11th, 2011 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of , 2011 and amends and restates the Stockholders Agreement dated as of March 1, 2006 (the “Original Agreement”) by and among:
LEASE between LSF3 ROYALL STREET, LLC, a Delaware Limited Liability Company Landlord, and DUNKIN’ DONUTS INCORPORATED TenantLease • May 4th, 2011 • Dunkin' Brands Group, Inc. • Massachusetts
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises described on the Reference Page, together with all of Landlord’s interest in and to the appurtenances to the Land and in all streets, alleys and other public ways adjacent thereto. In addition to the foregoing, Landlord assigns to Tenant during the Term of this Lease (i) all development rights with respect to the Land and any such rights held by Landlord with respect to any property adjacent to the Land and (ii) all warranties and all assignable service and maintenance contracts (identified on Exhibit “J” hereto), relating to the improvements on the Land for which Tenant shall have maintenance and/or repair obligations hereunder. The Reference Page, including all terms defined thereon, is incorporated as part of this Lease.
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE GUARANTYCredit Agreement • February 14th, 2013 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
AMENDMENT NO. 4, dated as of February 14, 2013, to the Credit Agreement, dated as of November 23, 2010, as amended on February 18, 2011, May 24, 2011 and August 9, 2012 (as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among DUNKIN’ BRANDS, INC., a Delaware corporation (the “Borrower”), DUNKIN’ BRANDS HOLDINGS, INC., a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender (in such capacity, the “Swing Line Lender”), L/C Issuer (in such capacity, the “L/C Issuer”) and Collateral Agent (in such capacity, the “Collateral Agent”) and the other Agents named therein (“Amendment No. 4”); and AMENDMENT NO. 1, dated as of February 14, 2013, to the Guaranty, dated as of December 3, 2010 (the “Guaranty”), among Holdings, the other guar
November 16, 2017Dunkin' Brands Group, Inc. • February 26th, 2018 • Retail-eating & drinking places • Massachusetts
Per your conversation with Nigel Travis, the following constitutes our mutual agreement (the "Agreement") regarding the terms and conditions of the separation of your employment with Dunkin' Brands, Inc. (the "Company"):
AMENDMENT #1 TO FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 3rd, 2012 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places
This Amendment #1 to the First Amended and Restated Executive Employment Agreement is made and effective this 30th day of November, 2012, by and between Dunkin’ Brands Group, Inc. (the “Company”), Dunkin’ Brands, Inc. (“DBI”) and Nigel Travis (the “Executive”).
ASSIGNMENT OF LEASEAssignment of Lease • May 4th, 2011 • Dunkin' Brands Group, Inc.
THIS ASSIGNMENT OF LEASE (the “Assignment”), is made this 22nd day of July, 2005, by and among DUNKIN’ DONUTS INCORPORATED, a Delaware corporation, with its principal offices at 130 Royall Street, Canton, Massachusetts 02021 (“Assignor”), and DUNKIN’ BRANDS, INC., a Delaware corporation with its principal offices at 130 Royall Street, Canton, Massachusetts 02021 (“Assignee”).
GUARANTEE AND COLLATERAL AGREEMENT made by DB MASTER FINANCE PARENT LLC, DB FRANCHISING HOLDING COMPANY LLC, DUNKIN’ DONUTS FRANCHISING LLC, BASKIN-ROBBINS FRANCHISING LLC, BR UK FRANCHISING LLC, DB MEXICAN FRANCHISING LLC, DD IP HOLDER LLC, BR IP...Guarantee and Collateral Agreement • January 26th, 2015 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 26, 2015, made by DB MASTER FINANCE PARENT LLC, a Delaware limited liability company (the “Master Issuer Parent”), DB FRANCHISING HOLDING COMPANY LLC, a Delaware limited liability company (the “DD/BR Franchise Holdco”), DUNKIN’ DONUTS FRANCHISING LLC, a Delaware limited liability company (the “DD Franchisor”), BASKIN-ROBBINS FRANCHISING LLC, a Delaware limited liability company (the “BR Franchisor” and together with the DD/BR Franchise Holdco and DD Franchisor, the “DD/BR Franchise Holders”), BR UK FRANCHISING LLC, a Delaware limited liability company (the “U.K. Franchisor”), DB MEXICAN FRANCHISING LLC, a Delaware limited liability company (the “Mexican Franchisor” and together with the U.K. Franchisor and the DD/BR Franchise Holders, the “Franchise Holders” and each, a “Franchise Holder”), DD IP HOLDER LLC, a Delaware limited liability company (t
DUNKIN’ BRANDS GROUP HOLDINGS, INC. Restricted Stock Award and Special Bonus AgreementDunkin' Brands Group, Inc. • May 4th, 2011
The undersigned Grantee (i) acknowledges receipt of an award (the “Award”) of restricted stock from Dunkin’ Brands Group Holdings, Inc., a Delaware corporation (the “Company”), under the Company’s 2006 Executive Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan, a copy of which Plan, as in effect on the date hereof, is attached hereto as Exhibit A; and (ii) agrees with the Company as follows:
October 29, 2013, as revised November 15, 2013Dunkin' Brands Group, Inc. • February 20th, 2014 • Retail-eating & drinking places
Per your conversation with Nigel Travis, the following constitutes our mutual agreement (the “Agreement”) regarding the terms and conditions of the separation of your employment with Dunkin’ Brands, Inc. (the “Company”) due to a reorganization of the Company’s management:
MANAGEMENT AGREEMENTManagement Agreement • June 7th, 2011 • Dunkin' Brands Group, Inc. • Retail-eating & drinking places • New York
This Management Agreement (this “Agreement”) is entered into as of March 1, 2006 by and among Dunkin’ Brands Acquisition, Inc., a Delaware corporation formerly know as BCT Coffee Acquisition, Inc. (the “Company”), Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Midco”), Dunkin’ Brands Group Holdings, Inc., a Delaware corporation formerly known as BCT Coffee Acquisition Holdings, Inc. (“Holdings”), Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), TC Group IV, L.L.C., a Delaware limited liability company (“Carlyle”) and THL Managers V, LLC, a Delaware limited liability company (“THL” and, together with Bain and Carlyle, the “Managers”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc. • Massachusetts
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT made and entered into by and between Dunkin’ Brands, Inc. (the “Company”), a Delaware corporation with its principal place of business at Canton, Massachusetts, Dunkin Brands’ Group Holdings, Inc., a Delaware corporation formerly known as BCT Coffee Acquisition Holdings, Inc. (“Holdings”) and Kate Smith Lavelle (the “Executive”), effective as of January 1, 2008.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 4th, 2011 • Dunkin' Brands Group, Inc. • New York
THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), entered into as of December 3, 2010, among Dunkin’ Brands, Inc., a Delaware corporation (the “Successor Issuer”), each of the Guarantors listed on the signature pages hereto, (each a “Supplemental Guarantor” and, collectively, the “Supplemental Guarantors”), Citibank, N.A., as indenture administrator (the “Indenture Administrator”) and Wilmington Trust Company, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
