AMENDMENT NO. 5 TO THE CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 5, dated as of February 7, 2014, to the Credit Agreement, dated as of November 23, 2010, as amended on February 18, 2011, May 24, 2011, August 9, 2012 and February 14, 2013 (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 (this “Amendment”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, Section 10.01 of the Credit Agreement permits amendment of the Credit Agreement with the consent of the Borrower and the Required Lenders;

WHEREAS, Section 2.14 of the Credit Agreement permits the Borrower by written notice to establish New Term Commitments;

WHEREAS, the Borrower has requested New Term Loans pursuant to Section 2.14 of the Credit Agreement and desires (i) to create a new Class of Term B-4 Loans under the Credit Agreement having identical terms with, having the same rights and obligations under the Loan Documents as the Term B-3 Loans and in an aggregate principal amount not to exceed $1,378,919,345.15 and (ii) to create a new Class of Term C Loans under the Credit Agreement having identical terms with, having the same rights and obligations under the Loan Documents as the Term B-3 Loans and in an aggregate principal amount not to exceed $450,000,000, in each case, as set forth in the Credit Agreement and Loan Documents, except as such terms are amended hereby;

WHEREAS, each Term B-3 Lender that executes and delivers a consent to this Amendment substantially in the form of Exhibit A hereto (a “Consent”) and checks (i) the first box under the “Cashless Settlement Option” heading on such Consent, will continue as a Lender under the Credit Agreement as amended by this Amendment and shall be deemed, upon effectiveness of this Amendment, to have exchanged all (or such lesser amount allocated to it by the Amendment No. 5 Arrangers) of its Term B-3 Loans for Term B-4 Loans, and such Lender shall thereafter become a Term B-4 Lender, (ii) the second box under the “Cashless Settlement Option” heading on such Consent, will continue as a Lender under the Credit Agreement as amended by this Amendment and shall be deemed, upon effectiveness of this Amendment, to have exchanged all (or such lesser amount allocated to it by the Amendment No. 5 Arrangers) of its Term B-3 Loans for Term C Loans, and such Lender shall thereafter become a Term C Lender, (iii) the first box under the “Post-Closing Settlement Option” heading on such Consent, will have 100% of the outstanding principal amount of the Term B-3 Loans held by such Lender prepaid on the Amendment No. 5 Effective Date and to purchase by assignment the principal amount of Term B-4 Loans committed to separately by such Lender (or such lesser amount allocated to such Lender by the Amendment No. 5 Arrangers), (iv) the second box under the “Post-Closing Settlement Option” heading on such Consent, will have 100% of the outstanding principal amount of the Term B-3 Loans held by such Lender prepaid on the Amendment No. 5 Effective Date and to purchase by assignment the principal amount of Term C Loans committed to separately by such Lender (or such lesser amount allocated to such

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Lender by the Amendment No. 5 Arrangers) or (v) the box under the “Consent Only” heading on such Consent, will have 100% of the outstanding principal amount of the Term B-3 Loans held by such Lender prepaid on the Amendment No. 5 Effective Date.

WHEREAS, each Person that executes and delivers a joinder to this Amendment substantially in the form of Exhibit B-1 (a “Term B-4 Joinder”) as an Additional Term B-4 Lender will make Term B-4 Loans in the amount set forth on the signature page of such Person’s Term B-4 Joinder on the effective date of this Amendment to the Borrower, the proceeds of which will be used by the Borrower to repay the outstanding principal amount of Non-Exchanged Term B-3 Loans (as defined herein);

WHEREAS, each Person that executes and delivers a joinder to this Amendment substantially in the form of Exhibit B-2 (a “Term C Joinder”) as an Additional Term C Lender will make Term C Loans in the amount set forth on the signature page of such Person’s Term C Joinder on the effective date of this Amendment to the Borrower, the proceeds of which will be used by the Borrower to repay the outstanding principal amount of Non-Exchanged Term B-3 Loans;

WHEREAS, the Borrower shall pay to each Term B-3 Lender immediately prior to the effectiveness of this Amendment all accrued and unpaid interest on its Term B-3 Loans to, but not including, the date of effectiveness of this Amendment;

WHEREAS, pursuant to Section 10.01(c) of the Credit Agreement, the Loan Parties desire to amend the Credit Agreement to decrease the rate of interest applicable to, and extend the maturity date of, the Revolving Facility Loans and each Revolving Facility Lender directly affected thereby has delivered a Consent hereto;

WHEREAS, the Loan Parties and Required Lenders wish to make certain other amendments set forth in Section 1 below pursuant to amendments authorized by Section 10.01 of the Credit Agreement;

WHEREAS, X.X. Xxxxxx Securities LLC, Barclays Bank PLC and Xxxxxxx Sachs Lending Partners LLC (the “Amendment No. 5 Arrangers”) are acting as joint lead arrangers of this Amendment;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments Relating to Term B-4 Loans, Term C Loans and Revolving Facility Commitments.

Effective as of the Amendment No. 5 Effective Date, the Credit Agreement is hereby amended as follows:

(a) The following defined terms shall be added to Section 1.01 of the Credit Agreement in alphabetical order:

“Additional Term B-4 Commitment” means, with respect to an Additional Term B-4 Lender, the commitment of such Additional Term B-4 Lender to make an Additional Term B-4 Loan on the Amendment No. 5 Effective Date, in the amount set forth on the joinder agreement of such Additional Term B-4 Lender to Amendment No. 5. The aggregate amount of the

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Additional Term B-4 Commitments of all Additional Term B-4 Lenders shall equal $499,971,475.88.

“Additional Term B-4 Lender” means a Person with an Additional Term B-4 Commitment to make Additional Term B-4 Loans to the Borrower on the Amendment No. 5 Effective Date, which for the avoidance of doubt may be an existing Term B-3 Lender.

“Additional Term B-4 Loan” means a Term B-4 Loan that is made pursuant to Section 2.01(c)(ii) of the Credit Agreement on the Amendment No. 5 Effective Date.

“Additional Term C Commitment” means, with respect to an Additional Term C Lender, the commitment of such Additional Term C Lender to make an Additional Term C Loan on the Amendment No. 5 Effective Date, in the amount set forth on the joinder agreement of such Additional Term C Lender to Amendment No. 5. The aggregate amount of the Additional Term C Commitments of all Additional Term C Lenders shall equal $341,271,157.82.

“Additional Term C Lender” means a Person with an Additional Term C Commitment to make Additional Term C Loans to the Borrower on the Amendment No. 5 Effective Date, which for the avoidance of doubt may be an existing Term B-3 Lender.

“Additional Term C Loan” means a Term C Loan that is made pursuant to Section 2.01(c)(ii) of the Credit Agreement on the Amendment No. 5 Effective Date.

“Amendment No. 5” means Amendment No. 5 to this Agreement dated as of February 7, 2014.

“Amendment No. 5 Arrangers” means X.X. Xxxxxx Securities LLC, Barclays Bank PLC and Xxxxxxx Sachs Lending Partners LLC.

“Amendment No. 5 Effective Date” has the meaning given to such term in Section 3 of Amendment No. 5.

“Exchanged Term B-3 Loans” means each Term B-3 Loan (or portion thereof) as to which the Lender thereof has consented to exchange into a Term B-4 Loan or a Term C Loan, and the Amendment No. 5 Arrangers have allocated into a Term B-4 Loan or Term C Loan, as applicable.

“Non-Exchanged Term B-3 Loan” means each Term B-3 Loan (or portion thereof) other than an Exchanged Term B-3 Loan.

“Term B-4 Commitment” means, with respect to a Term B-3 Lender, the agreement of such Term B-3 Lender to exchange the entire principal amount of its Term B-3 Loans (or such lesser amount allocated to it by the Amendment No. 5 Arrangers) for an equal principal amount of Term B-4 Loans on the Amendment No. 5 Effective Date.

“Term B-4 Loan” means an Additional Term B-4 Loan or a Loan that is deemed made pursuant to Section 2.01(c)(i).

“Term C Commitment” means, with respect to a Term B-3 Lender, the agreement of such Term B-3 Lender to exchange the entire principal amount of its Term B-3 Loans (or such

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lesser amount allocated to it by the Amendment No. 5 Arrangers) for an equal principal amount of Term C Loans on the Amendment No. 5 Effective Date.

“Term C Loan” means an Additional Term C Loan or a Loan that is deemed made pursuant to Section 2.01(c)(i).

(b) The definitions of “Term B-3 Commitment” and “Term B-3 Loan” in Section 1.01 of the Credit Agreement shall be deleted in their entirety.

(c) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition and replacing it with the following:

““Applicable Rate” means a percentage per annum equal to

(a) (1) with respect to the Term B-4 Loans (i) for Eurodollar Rate Loans, 2.50% and (ii) for Base Rate Loans, 1.50%, and (2) with respect to the Term C Loans (i) for Eurodollar Rate Loans, 2.50% and (ii) for Base Rate Loans, 1.50%;

(b) with respect to the Revolving Credit Loans (i) for Eurodollar Rate Loans, 2.25% and (ii) for Base Rate Loans, 1.25%;

(d) with respect to unused Revolving Credit Commitments and the Revolving Credit Commitment Fees, 0.50%.”

(d) The definition of “Base Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting the proviso of the first sentence and replacing it with the following:

“; provided that in no event shall the Base Rate be less than, in the case of the Term B-4 Loans, 1.75%”.

(e) The definition of “Class” in Section 1.01 of the Credit Agreement is hereby amended by replacing all references to “Term B-3 Lenders”, “Term B-3 Commitments” and “Term B-3 Loans” therein with “Term B-4 Lenders, Term C Lenders”, “Term B-4 Commitments, Term C Commitments” and “Term B-4 Loans or Term C Loans”, respectively.

(f) The definition of “Eurodollar Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting the proviso at the end of such definition and replacing it with the following:

“; provided that in no event shall the Eurodollar Rate be less than, in the case of Term B-4 Loans, 0.75%”.

(g) The definition of “Interest Period” in Section 1.01 of the Credit Agreement is hereby amended by deleting “nine or” in the first sentence before the proviso of such definition.

(h) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

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““Maturity Date” means (a) with respect to the Revolving Credit Facility, the date that is five (5) years after the Amendment No. 5 Effective Date, (b) with respect to the Term B-4 Loan Facility, the date that is seven (7) years after the Amendment No. 5 Effective Date and (c) with respect to the Term C Loan Facility, September 30, 2017; provided that the reference to Maturity Date with respect to Other Term Loans and Other Revolving Credit Loans shall be the final maturity date as specified in the applicable Refinancing Amendment, and with respect to Extended Term Loans and Extended Revolving Credit Commitments shall be the final maturity date as specified in the applicable Extension Offer.”

(i) The definition of “Term Commitment” in Section 1.01 of the Credit Agreement is hereby amended by replacing the reference to “Term B-3 Commitment” therein with “Term X-0 Xxxxxxxxxx, Xxxx X Xxxxxxxxxx”.

(x) The definition of “Term Loan Facility” in Section 1.01 of the Credit Agreement is hereby amended by replacing the reference to “Term B-3 Loan Facility” therein with “Term B-4 Loan Facility, Term C Loan Facility”.

(k) The definition of “Term Loans” in Section 1.01 of the Credit Agreement is hereby amended by replacing the reference to “Term B-3 Loans” therein with “Term B-4 Loans, Term C Loans”.

(l) Section 2.01 of the Credit Agreement is hereby amended by deleting clause (c) of such Section in its entirety and replacing it with the following:

“(c) (i) Subject to the terms and conditions hereof and of Amendment No. 5, each Term B-3 Lender severally agrees to exchange its Exchanged Term B-3 Loans for a like principal amount of Term B-4 Loans and/or Term C Loans, as applicable, on the Amendment No. 5 Effective Date.

(ii) Subject to the terms and conditions hereof and of Amendment No. 5, on the Amendment No. 5 Effective Date (1) each Additional Term B-4 Lender severally agrees to make an Additional Term B-4 Loan to the Borrower in the principal amount equal to its Additional Term B-4 Commitment on the Amendment No. 5 Effective Date, and (2) each Additional Term C Lender severally agrees to make an Additional Term C Loan to the Borrower in the principal amount equal to its Additional Term C Commitment on the Amendment No. 5 Effective Date. The Borrower shall prepay the Non-Exchanged Term B-3 Loans with a like amount of the gross proceeds of the Additional Term B-4 Loans and Additional Term C Loans, concurrently with the receipt thereof.

(iii) The Borrower shall pay to the Term B-3 Lenders immediately prior to the effectiveness of Amendment No. 5 all accrued and unpaid interest on the Term Loans to, but not including, the Amendment No. 5 Effective Date on such Amendment No. 5 Effective Date.

(iv) The Term B-4 Loans shall have the same terms as the Term B-3 Loans as set forth in the Credit Agreement and Loan Documents before giving effect to Amendment No. 5, except as modified by Amendment No. 5; it being understood that the Term B-4 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and Loan Documents as the Term B-3 Loans prior to the Amendment No. 5 Effective Date.

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(v) The Term C Loans shall have the same terms as the Term B-3 Loans as set forth in the Credit Agreement and Loan Documents before giving effect to Amendment No. 5, except as modified by Amendment No. 5; it being understood that the Term C Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and Loan Documents as the Term C Loans prior to the Amendment No. 5 Effective Date.”

(m) Section 2.05(a)(i) of the Credit Agreement is hereby amended by deleting the sixth sentence in its entirety and replacing it with the following:

“Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied among the Classes and Facilities in such amounts as the Borrower may direct in its sole discretion and, in the case of any Term Loan Facility, in direct order of maturity or as otherwise directed by the Borrower.”

(n) Section 2.05(a) of the Credit Agreement is hereby amended by deleting subclause (iv) thereof in its entirety and replacing it with the following:

“(iv) At the time of the effectiveness of any Repricing Transaction that (x) makes any prepayment of the Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction and is consummated prior to the date which is six months after the Amendment No. 5 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.”

(o) Section 2.05(b) of the Credit Agreement is hereby amended by replacing the reference to “Term B-3 Loans” in subclause (vi) of such Section and replacing it with “Term B-4 Loans and the Term C Loans.”

(p) Section 2.06(b) of the Credit Agreement is hereby amended by adding the following at the end of such Section:

“(viii) The Term B-4 Commitment of each Additional Term B-4 Lender shall be automatically terminated on the Amendment No. 5 Effective Date upon the borrowing of the Additional Term B-4 Loans on such date.

“(ix) The Term C Commitment of each Additional Term C Lender shall be automatically terminated on the Amendment No. 5 Effective Date upon the borrowing of the Additional Term C Loans on such date.”

(q) Section 2.07(a) of the Credit Agreement is hereby amended in its entirety and replacing it with the following:

“Term Loans. (1) The Borrower shall, on the last Business Day of each month set forth below, repay to the Administrative Agent for the ratable account of the Term B-4 Lenders, the aggregate principal amount of all Term B-4 Loans set forth below

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(which installments shall be reduced as a result of (i) the application of prepayments in accordance with the order of priority set forth in Section 2.05 or (ii) the application of prepayments in accordance with Section 10.07(l)):



Interest Payment Date	Amortization Payment
June 2015	$3,447,298.36
September 2015	$3,447,298.36
December 2015	$3,447,298.36
March 2016	$3,447,298.36
June 2016	$3,447,298.36
September 2016	$3,447,298.36
December 2016	$3,447,298.36
March 2017	$3,447,298.36
June 2017	$3,447,298.36
September 2017	$3,447,298.36
December 2017	$3,447,298.36
March 2018	$3,447,298.36
June 2018	$3,447,298.36
September 2018	$3,447,298.36
December 2018	$3,447,298.36
March 2019	$3,447,298.36
June 2019	$3,447,298.36
September 2019	$3,447,298.36
December 2019	$3,447,298.36
March 2020	$3,447,298.36
June 2020	$3,447,298.36
September 2020	$3,447,298.36
December 2020	$3,447,298.36

(2) The Borrower shall, on the last Business Day of each month set forth below, repay to the Administrative Agent for the ratable account of the Term C Lenders, the aggregate principal amount of all Term C Loans set forth below (which installments shall be reduced as a result of (i) the application of prepayments in accordance with the order of priority set forth in Section 2.05 or (ii) the application of prepayments in accordance with Section 10.07(l)):

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Interest Payment Date	Amortization Payment
June 2014	$1,125,000
September 2014	$1,125,000
December 2014	$1,125,000
March 2015	$1,125,000
June 2015	$1,125,000
September 2015	$1,125,000
December 2015	$1,125,000
March 2016	$1,125,000
June 2016	$1,125,000
September 2016	$1,125,000
December 2016	$1,125,000
March 2017	$1,125,000
June 2017	$1,125,000

; provided that in clauses (1) and (2) above, the final principal repayment installment of the Term Loans of each Class shall be repaid on the Maturity Date of the applicable Term Loan Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans of such Class outstanding on such date.

(r) Section 2.14 of the Credit Agreement is hereby amended by:

(i) replacing all references to “Term B-3 Loan Facility” or “Term B-3 Loans” in such Section with “Term B-4 Loan Facility” or “Term B-4 Loans”, respectively;

(ii) by deleting the words: “(excluding the aggregate amount of New Term B-2 Commitments provided pursuant to Amendment No. 3)” and replacing them with “(excluding the (i) aggregate amount of New Term B-2 Commitments provided pursuant to Amendment No. 3, (ii) the aggregate amount of the Term B-4 Loans and Term C Loans provided pursuant to Amendment No. 3 and (iii) the aggregate amount of New Term Commitments incurred after the Amendment No. 5 Effective Date the proceeds of which are used to repay the Term C Loans);”

(iii) by deleting clause (e)(i) and replacing it with the words “the Weighted Average Life to Maturity of all New Term Loans of any Class (except for the Term C Loans) shall be no shorter than the Weighted Average Life to Maturity of the Term B-4 Loans (except by virtue of amortization or prepayment of the Term B-4 Loans prior to the time of such incurrence);”

(iv) by deleting clause (e)(iv) and replacing it with the words “the Maturity Date of any Class of the New Term Loans (other than the Term C Loans) shall be no earlier than the maturity of the Term B-4 Loans”

(s) Section 3.04(a) of the Credit Agreement is hereby amended by deleting the last sentence of such clause and replacing it with the following:

“Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and

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directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, are deemed to have been adopted and to have taken effect after the date hereof, regardless of the date enacted, adopted or issued.”

(t) Section 3.04(b) of the Credit Agreement is hereby amended by adding “and liquidity” after each reference to “capital adequacy” in such clause.

(u) Section 6.11 of the Credit Agreement is hereby amended by adding the following paragraph (h) to such Section:

“(h) Use the proceeds of all Term B-4 Loans and Term C Loans to refinance the Term B-3 Loans.”

(v) Section 7.06(l) of the Credit Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following:

“(l) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments of up to an aggregate of $110,000,000 following the Amendment No. 5 Effective Date related to share repurchases and/or dividends by Parent.”

Section 2. Representations and Warranties. Each of Holdings and the Borrower represents and warrants to the Lenders as of the date hereof and the Amendment No. 5 Effective Date that:

(a) Before and after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (ii) that for purposes of this Section 2, the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Amendment No. 5 Effective Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Agreement.

(b) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Section 3. Conditions to Effectiveness.

(a) The provisions of this Amendment shall become effective on the date (the “Amendment No. 5 Effective Date”) on which each of the following conditions are satisfied:

(i) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified:

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(1)counterparts of this Amendment executed by a Responsible Officer of each Loan Party;

(1) a Note executed by a Responsible Officer of the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 5 Effective Date, if any;

(2) an opinion of Ropes & Xxxx LLP, special counsel to the Borrower, dated the Amendment No. 5 Effective Date and addressed to each L/C Issuer, each Amendment No. 5 Arranger, the Administrative Agent and the Lenders, substantially in the form previously provided to the Administrative Agent;

(3) (A) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 5 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Escrow Release Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 5 Effective Date, or in the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Escrow Release Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (B); and

(4) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (iv) and (v) of this Section 3(a) and that the Term B-4 Loans and Term C Loans meet the requirements and conditions of Section 2.14.

(ii) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term B-3 Lenders immediately prior to the Amendment No. 5 Effective Date, all accrued and unpaid interest on the Term B-3 Loans to, but not including, the Amendment No. 5 Effective Date on the Amendment No. 5 Effective Date.

(iii) The Borrower shall have paid to (1) the Amendment No. 5 Arrangers, the fees in the amounts previously agreed in writing to be paid on the Amendment No. 5 Effective Date, (2) the Amendment No. 5 Arrangers and the Administrative Agent, all costs and expenses (including, without limitation the fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Amendment No. 5 Arrangers and the Administrative Agent) of the Amendment No. 5

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Arrangers and the Administrative Agent, (3) the Administrative Agent for the ratable account of each Revolving Credit Lender party to the Credit Agreement on the Amendment No. 5 Effective Date, a consent fee of an amount equal to 0.20% of such Lender’s Revolving Credit Commitment on the Amendment No. 5 Effective Date, (4) the Administrative Agent for the ratable account of each Term B-4 Lender, an upfront fee of an amount equal to 0.25% of such Lender’s Term B-4 Loans on the Amendment No. 5 Effective Date and (5) the Administrative Agent for the ratable account of each Term C Lender, an upfront fee of an amount equal to 0.25% of such Lender’s Term C Loans on the Amendment No. 5 Effective Date.

(iv) No Default shall exist, or would result from this Amendment and related Credit Extension or from the application of the proceeds therefrom.

(v) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement and Section 2 of this Amendment or any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (B) that for purposes of this Section 3, the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Amendment No. 5 Effective Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Agreement.

(vi) To the extent requested by an Additional Term B-4 Lender or a Term C Lender in writing not less than three (3) Business Days prior to the Amendment No. 5 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(vii) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension.

(b) The Administrative Agent and the Amendment No. 5 Arrangers shall have received a Consent to this Amendment from each Revolving Credit Lender and the Required Lenders.

(c) The Administrative Agent and the Amendment No. 5 Arrangers shall have received the Term B-4 Joinder executed by one or more Additional Term B-4 Lenders and the Term C Joinder executed by one or more Additional Term C Lenders such that the aggregate principal amount of the Exchanged Term B-3 Loans plus the aggregate principal amount of the Additional Term B-4 Commitments plus the aggregate principal amount of the Additional Term C Commitments shall equal the aggregate principal amount of the outstanding Term B-3 Loans immediately prior to the effectiveness of this Amendment.

(d) The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 5 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective, and the obligations of the Additional Term B-4 Lenders hereunder to make Additional Term B-4 Loans will automatically terminate, if each of the conditions set forth or referred to in Section 3(a) has not been satisfied at or prior to 5:00 p.m., New York City time, on February 14, 2014.

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Section 4. Waivers.

The Required Lenders and Administrative Agent agree that, solely in the case of a Borrowing of Term-4 Loans and Term C Loans, the Borrower may deliver a Request for Credit Extension for such Term Borrowing pursuant to Section 4.02 of the Credit Agreement not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension (in lieu of three Business Days). The Required Lenders and Administrative Agent waive the requirement for delivery of a Prepayment Notice pursuant to Section 2.05 of the Credit Agreement. Each Term B-3 Lender that executes a Consent waives the payment of any breakage loss or expense under Section 3.05 of the Credit Agreement in connection with the exchange of Term B-3 Loans into Term B-4 Loans or Term C Loans, as applicable. The parties hereto agree that the initial Interest Period for $900,000,000 of the Term B-4 Loans shall end on March 31, 2014.

Section 5. Expenses.

The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent.

Section 6. Counterparts.

This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 7. Governing Law and Waiver of Right to Trial by Jury.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.16 and 10.17 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

Section 8. Headings.

The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 9. Reaffirmation.

Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents.

Section 10. Effect of Amendment.

-12-

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

-13-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

DUNKIN’ BRANDS, INC.

By:        /s/ Xxxx Xxxxxxx
    Name:    Xxxx Xxxxxxx
    Title:    Chief Financial Officer

DUNKIN’ BRANDS HOLDINGS, INC.

By:        /s/ Xxxx Xxxxxxx
    Name: Xxxx Xxxxxxx
    Title: Chief Financial Officer

XXXXXX-XXXXXXX FLAVORS LLC

XXXXXX-XXXXXXX FRANCHISED SHOPS LLC

XXXXXX-XXXXXXX FRANCHISING LLC

XXXXXX-XXXXXXX INTERNATIONAL LLC

XXXXXX-XXXXXXX LLC

XXXXXX-XXXXXXX USA LLC

BR IP HOLDER LLC

BR JAPAN HOLDINGS LLC

DB CANADIAN HOLDING COMPANY INC.

DB CANADIAN SUPPLIER 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

DBI STORES TEXAS 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' VENTURES LLC

MISTER DONUT OF AMERICA LLC

S-1

THIRD DUNKIN’ DONUTS REALTY LLC

By:        /s/ Xxxx Xxxxxxx
    Name: Xxxx Xxxxxxx
    Title: Chief Financial Officer

S-2

BARCLAYS BANK PLC,
as Administrative Agent, L/C Issuer and
Swing Line Lender

By:        /s/ Xxxxx Xxxxxx
    Name: Xxxxx Xxxxxx
    Title: Director

S-3

EXHIBIT A-1

CONSENT TO AMENDMENT NO. 5

CONSENT TO AMENDMENT NO. 5 (this “Consent”) to Amendment No. 5 (“Amendment”) to that certain Credit Agreement, dated as of November 23, 2010, as amended on February 18, 2011, May 24, 2011, August 9, 2012 and February 14, 2013 (the “Credit Agreement”), by and among Dunkin’ Brands, Inc. (the “Borrower”), Dunkin’ Brands Holdings, Inc., Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”), the Lenders from time to time party thereto and the other parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Amendment.

Existing Term B-3 Lenders

Cashless Settlement Option

Term B-4 Loans: The undersigned Term B-3 Lender hereby irrevocably and unconditionally approves the Amendment and consents to continue as a Lender under the Credit Agreement as amended by the Amendment and convert 100% of the outstanding principal amount of the Term B-3 Loan held by such Lender (or such lesser amount allocated to such Lender by the Amendment No. 5 Arrangers) into a Term B-4 Loan in a like principal amount via a cashless rollover settlement.

Term C Loans: The undersigned Term B-3 Lender hereby irrevocably and unconditionally approves the Amendment and consents to continue as a Lender under the Credit Agreement as amended by the Amendment and convert 100% of the outstanding principal amount of the Term B-3 Loan held by such Lender (or such lesser amount allocated to such Lender by the Amendment No. 5 Arrangers) into a Term C Loan in a like principal amount via a cashless rollover settlement.

Post-Closing Settlement Option

Term B-4 Loans: The undersigned Term B-3 Lender hereby irrevocably and unconditionally approves the Amendment and consents to have 100% of the outstanding principal amount of the Term B-3 Loan held by such Term B-3 Lender prepaid on the Amendment No. 5 Effective Date and purchase by assignment the principal amount of Term B-4 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Amendment No. 5 Arrangers).

Term C Loans: The undersigned Term B-3 Lender hereby irrevocably and unconditionally approves the Amendment and consents to have 100% of the outstanding principal amount of the Term B-3 Loan held by such Term B-3 Lender prepaid on the Amendment No. 5 Effective Date and purchase by assignment the principal amount of Term C Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Amendment No. 5 Arrangers).

Consent Only

The undersigned Term B-3 Lender hereby irrevocably and unconditionally approves the Amendment.

Revolving Credit Lenders

The undersigned Revolving Credit Lender hereby irrevocably and unconditionally consents to the Amendment.

Exhibit A-1

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

Date: ________, 2014

___________________________________,
as a Lender (type name of the legal entity)

By:

Name:
Title:
Fund Manager:

Contact Information:
[    ]
[    ]
[    ]

If a second signature is necessary:

By:

Name:
Title:

TERM X-0 XXXXXXX XXXXXXXXX

XXXX X-0 JOINDER AGREEMENT, dated as of February [ ], 2014 (this “Agreement”), by and among [ADDITIONAL TERM B-4 LENDER] (each, an “Additional Term B-4 Lender” and, collectively, the “Additional Term B-4 Lenders”), Dunkin’ Brands, Inc. (the “Borrower”), and BARCLAYS BANK PLC (the “Administrative Agent”).

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of November 23, 2010 and amended by Amendment No. 1 dated as of February 18, 2011, Amendment No. 2 dated as of May 24, 2011, Amendment No. 3 dated as of August 9, 2012, Amendment No. 4 dated as February 14, 2013 and Amendment No. 5 dated as February [ ], 2014 (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), each lender from time to time party thereto and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish Additional Term B-4 Commitments (the “Additional Term B-4 Commitments”) with existing Term B-3 Lenders and/or Additional Term B-4 Lenders; and

WHEREAS, subject to the terms and conditions of the Credit Agreement, Additional Term B-4 Lenders shall become Lenders pursuant to one or more Term B-4 Joinder Agreements;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each Additional Term B-4 Lender hereby agrees to provide the Additional Term B-4 Commitment set forth on its signature page hereto pursuant to and in accordance with Section 2.01(c) of the Credit Agreement. The Additional Term B-4 Commitments provided pursuant to this Agreement shall be subject to all of the terms in the Credit Agreement and to the conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents

Each Additional Term B-4 Lender, the Borrower and the Administrative Agent acknowledge and agree that the Additional Term B-4 Commitments provided pursuant to this Agreement shall constitute Term B-4 Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents. Each Additional Term B-4 Lender hereby agrees to make an Additional Term B-4 Loan to the Borrower in an amount equal to its Additional Term B-4 Commitment on the Amendment No. 5 Effective Date in accordance with Section 2.01(c) of the Credit Agreement.

Each Additional Term B-4 Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 5 Arrangers or any other Additional Term B-4 Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Upon (i) the execution of a counterpart of this Agreement by each Additional Term B-4 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the undersigned Additional Term B-3 Lenders shall become Lenders under the Credit Agreement and shall have the respective Additional Term B-4 Commitment set forth on its signature page hereto, effective as of the Amendment No. 5 Effective Date.

For each Additional Term B-4 Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Additional Term B-4 Lender may be required to deliver to the Administrative Agent pursuant to Section 10.15 of the Credit Agreement.

This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of February [ ], 2014.

[NAME OF ADDITIONAL TERM B-4 LENDER]

By:

Name:
Title:

If a second signature is necessary:

By:

Name:

Title:

Additional Term B-4 Commitments:

$_________________________________

DUNKIN’ BRANDS, INC.

By:

Name:

Title:

Accepted:

BARCLAYS BANK PLC,
as Administrative Agent


By:	Name: Title:

TERM C JOINDER AGREEMENT

TERM C JOINDER AGREEMENT, dated as of February [ ], 2014 (this “Agreement”), by and among [ADDITIONAL TERM C LENDER] (each, an “Additional Term C Lender” and, collectively, the “Additional Term C Lenders”), Dunkin’ Brands, Inc. (the “Borrower”), and BARCLAYS BANK PLC (the “Administrative Agent”).

RECITALS:

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish Additional Term C Commitments (the “Additional Term C Commitments”) with existing Term B-3 Lenders and/or Term C Lenders; and

WHEREAS, subject to the terms and conditions of the Credit Agreement, Additional Term C Lenders shall become Lenders pursuant to one or more Term C Joinder Agreements;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each Additional Term C Lender hereby agrees to provide the Additional Term C Commitment set forth on its signature page hereto pursuant to and in accordance with Section 2.01(a) of the Credit Agreement. The Additional Term C Commitments provided pursuant to this Agreement shall be subject to all of the terms in the Credit Agreement and to the conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents

Each Additional Term C Lender, the Borrower and the Administrative Agent acknowledge and agree that the Additional Term C Commitments provided pursuant to this Agreement shall constitute Additional Term C Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents. Each Additional Term C Lender hereby agrees to make an Additional Term C Loan to the Borrower in an amount equal to its Additional Term C Commitment on the Amendment No. 5 Effective Date in accordance with Section 2.01(a) of the Credit Agreement.

Each Additional Term C Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 5 Arrangers or any other Term C Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Upon (i) the execution of a counterpart of this Agreement by each Additional Term C Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the undersigned Additional Term C Lenders shall become Lenders under the Credit Agreement and shall have the respective Additional Term C Commitment set forth on its signature page hereto, effective as of the Amendment No. 5 Effective Date.

For each Additional Term C Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Additional Term C Lender may be required to deliver to the Administrative Agent pursuant to Section 10.15 of the Credit Agreement.

This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of February [ ], 2014.

[NAME OF ADDITIONAL TERM C LENDER]

By:

Name:
Title:

If a second signature is necessary:

By:

Name:

Title:

Additional Term C Commitments:

$_________________________________

DUNKIN’ BRANDS, INC.

By:

Name:

Title:

Accepted:

BARCLAYS BANK PLC,
as Administrative Agent


By:	Name: Title:

Exhibit A-2

40791498_4

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Table of Contents

AMENDMENT NO. 5 TO THE CREDIT AGREEMENT

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