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”).
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 • May 4th, 2011 • Dunkin' Brands Group, Inc. • 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.
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”).
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”).
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.
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.
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”).
DUNKIN’ BRANDS GROUP HOLDINGS, INC. Restricted Stock Award and Special Bonus AgreementRestricted Stock Award and Special Bonus Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc.
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:
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.
DUNKIN’ BRANDS, INC. NON-COMPETE/NON-SOLICITATION/ CONFIDENTIALITY AGREEMENTNon-Compete/Non-Solicitation/Confidentiality Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc.
I, the undersigned, acknowledge the importance to Dunkin’ Brands, Inc. (the “Company”) of protecting the confidential information of the Company, its parents, subsidiaries and affiliates (the “Company and its Affiliates”) and their other legitimate interests, including without limitation the valuable confidential information and goodwill that they have developed or acquired. Therefore, in consideration of awards delivered to me under the 2006 Executive Incentive Plan, my ongoing employment with the Company and my being granted access to trade secrets and other confidential information of the Company and its Affiliates and for other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge:
Joinder AgreementJoinder Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc.
JOINDER, dated as of December 3, 2010 (this “Joinder”) to the Credit Agreement dated as of November 23, 2010 among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), and upon the effectiveness of this Joinder, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), and Barclays Bank PLC (the “Administrative Agent”), as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto (the “Credit Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 1Credit Agreement • May 4th, 2011 • Dunkin' Brands Group, Inc. • New York
AMENDMENT NO. 1, dated as of February 18, 2011 (this “Amendment”), to the Credit Agreement dated as of November 23, 2010 (as 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. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
GUARANTYGuaranty • May 4th, 2011 • Dunkin' Brands Group, Inc.
This is a guaranty of payment and not of collection. The liability of Guarantors under this Guaranty shall be contingent only upon Tenant making demand upon Landlord, with a copy to Grantor, and Landlord failing to make payment to Tenant within thirty (30) days of such notice. This Guaranty shall be absolute, continuing and unlimited, and the Tenant shall not be required to take any proceedings against the Landlord before Tenant has the right to demand payment by the undersigned upon default by Landlord. This Guaranty and the liability of the undersigned hereunder shall in no way be impaired or affected by any sale or conveyance of the Premises or any part thereof or any assignment of the Lease, or by any forbearance or delay in enforcing the provisions of the Lease.
