CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2020-1 CLASS A-1 NOTES) dated as of July 31, 2020 among ARBY’S FUNDING, LLC, as the Issuer, ARBY’S SPV GUARANTOR, LLC, ARBY’S FRANCHISOR, LLC ARBY’S IP HOLDER, LLC, and ARBY’S PROPERTIES, LLC each as a...Note Purchase Agreement • November 16th, 2020 • Vale Merger Sub, Inc. • Retail-eating & drinking places • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of July 31, 2020 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
ARBY’S FUNDING, LLC, as Issuer and CITIBANK, N.A., as Trustee and Securities Intermediary AMENDED AND RESTATED BASE INDENTURE Dated as of July 31, 2020Servicing Agreement • November 16th, 2020 • Vale Merger Sub, Inc. • Retail-eating & drinking places • New York
This AMENDED AND RESTATED BASE INDENTURE, dated as of July 31, 2020, is entered into by and between ARBY’S FUNDING, LLC, a Delaware limited liability company, as issuer (the “Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as the Securities Intermediary.
LIMITED GUARANTYLimited Guaranty • November 16th, 2020 • Vale Merger Sub, Inc. • Retail-eating & drinking places • Delaware
Limited Guaranty, dated as of October 30, 2020 (this “Limited Guaranty”), by Roark Capital Partners II Sidecar LP, Roark Capital Partners V (T) LP, Roark Capital Partners V (TE) LP, Roark Capital Partners V (OS) LP, Roark Diversified Restaurant Fund II LP and RC V Vale LLC (each of the foregoing, a “Guarantor” and, collectively, the “Guarantors”), in favor of Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Inspire Brands, Inc., a Delaware corporation (“Parent”) and Vale Merger Sub, Inc., a wholly-owned indirect subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
ARBY’S FUNDING, LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2020-1 Securities Intermediary SERIES 2020-1 SUPPLEMENT Dated as of July 31, 2020 to AMENDED AND RESTATED BASE INDENTURE Dated as of July 31, 2020 $150,000,000 Series 2020-1...Vale Merger Sub, Inc. • November 16th, 2020 • Retail-eating & drinking places • New York
This SERIES 2020-1 SUPPLEMENT, dated as of July 31, 2020 (this “Series Supplement”), is entered into by and between ARBY’S FUNDING, LLC, a Delaware limited liability company (the “Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2020-1 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of the date hereof (as the same may be further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”), by and between the Issuer and CITIBANK, N.A., as Trustee and as Securities Intermediary.
