SUPPLEMENTAL INDENTURE
Exhibit 4.5
EXECUTION VERSION
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.
WHEREAS, each Supplemental Guarantor is to become a Guarantor under the Indenture.
AGREEMENT
NOW, THEREFORE, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Effective upon the execution hereof, the Successor Issuer, in accordance with Article 5 of the Indenture, expressly assumes all of the obligations of the Company under the Indenture and the Notes.
Section 2. Effective upon the execution hereof, each Supplemental Guarantor shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to “Guarantors” (as defined in the Indenture), including, but not limited to, Article 10 thereof.
Section 3. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.
Section 4. Neither the Indenture Administrator nor the Trustee shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Supplemental Guarantor. In entering into this Supplemental Indenture, the Indenture Administrator and the Trustee shall each be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Indenture Administrator and the Trustee.
Section 5. All agreements of the Supplemental Guarantors in this Supplemental Indenture shall bind their respective successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Indenture Administrator and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns.
Section 6. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 7. This Supplemental Indenture may be signed in various counterparts, which together will constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
DUNKIN’ BRANDS, INC. | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: Xxxxxx Xxxxxxx | ||
Title: Vice President and Treasurer | ||
XXXXXX-XXXXXXX FLAVORS LLC | ||
XXXXXX-XXXXXXX FRANCHISED SHOPS LLC XXXXXX-XXXXXXX FRANCHISING LLC XXXXXX-XXXXXXX INTERNATIONAL LLC | ||
XXXXXX-XXXXXXX USA LLC BR IP HOLDER LLC BR JAPAN HOLDINGS LLC | ||
DB CANADIAN SUPPLIER INC. DB CANADIAN HOLDING COMPANY INC. DB FRANCHISING HOLDING COMPANY LLC | ||
DB INTERNATIONAL FRANCHISING LLC DB MASTER FINANCE LLC DB MEXICAN FRANCHISING LLC | ||
DB REAL ESTATE ASSETS I LLC DB REAL ESTATE ASSETS II LLC DB UK FRANCHISING LLC | ||
DBI STORES LLC DD IP HOLDER LLC DUNKIN’ DONUTS FRANCHISED RESTAURANTS LLC | ||
DUNKIN’ DONUTS FRANCHISING LLC DUNKIN’ DONUTS LLC DUNKIN’ DONUTS REALTY INVESTMENT LLC | ||
DUNKIN’ DONUTS USA LLC DUNKIN’S VENTURES LLC MISTER DONUT OF AMERICA LLC | ||
THIRD DUNKIN’ DONUTS REALTY LLC | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: Xxxxxx Xxxxxxx | ||
Title: Vice President and Treasurer | ||
CITIBANK, N.A., as Indenture Administrator | ||
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: Xxxxxxx Xxxxxxxx | ||
Title: Vice President |
Signature Page to Supplemental Indenture
WILMINGTON TRUST COMPANY, as Trustee | ||
By: | /s/ Xxxxxxxx X. Xxxxx | |
Name: Xxxxxxxx X. Xxxxx | ||
Title: Assistant Vice President |
-4-