● ] Shares Driven Brands Holdings Inc. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
INDEMNIFICATION AGREEMENT by and between DRIVEN BRANDS HOLDINGS INC. and as Indemnitee Dated as of [●], 2021Indemnification Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [•], 2021 (this “Agreement”), by and between Driven Brands Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
DRIVEN BRANDS FUNDING, LLC, as Issuer and CITIBANK, N.A., as Trustee and Securities Intermediary AMENDED AND RESTATED BASE INDENTURE Dated as of April 24, 2018Base Indenture • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of April 24, 2018, by and among DRIVEN BRANDS 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 securities intermediary.
AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of April 24, 2018 by and among DRIVEN BRANDS FUNDING, LLC, as Issuer, THE OTHER SERVICE RECIPIENTS PARTY HERETO, DRIVEN BRANDS, INC., as the Manager, THE SUB-MANAGERS PARTY HERETO, as Sub-managers,...Management Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of April 24, 2018 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”); 1-800-RADIATOR FRANCHISOR SPV LLC, a Delaware limited liability company (“1-800-Radiator Franchisor”), DRIVEN SYSTEMS LLC, a Delaware limited liability company (“Franchisor Holdco”), MEINEKE FRANCHISOR SPV LLC, a Delaware limited liability company (“Meineke Franchisor”), MAACO FRANCHISOR SPV LLC, a Delaware limited liability company (“Maaco Franchisor”), ECONO LUBE FRANCHISOR SPV LLC, a Delaware limited liability company (“Econo Lube Franchisor”), DRIVE N STYLE FRANCHISOR SPV LLC, a Delaware limited liability company (“Drive N Style Franchisor”), MERLIN FRANCHISOR SPV LLC, a Delaware limited liability company (“Merlin Franchisor”), CARSTAR FRANCHISOR SPV LLC, a Delawar
JOINDER AND AMENDMENT NO. 1 TO CLASS A-1 NOTE PURCHASE AGREEMENT AND JOINDER TO CLASS A-1 NOTES FEE LETTERClass a-1 Note Purchase Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of December 11, 2019 (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:
CANADIAN MANAGEMENT AGREEMENT Dated as of July 6, 2020 by and among DRIVEN BRANDS CANADA FUNDING CORPORATION, as Canadian Co-Issuer, THE OTHER SERVICE RECIPIENTS PARTY HERETO, DRIVEN BRANDS CANADA SHARED SERVICES INC., as the Manager, CITIBANK, N.A.,...Canadian Management Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • Ontario
This CANADIAN MANAGEMENT AGREEMENT, dated as of July 6, 2020 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among: DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian corporation (the “Canadian Co-Issuer”); CARSTAR CANADA SPV GP CORPORATION, a Canadian corporation (“Canadian CARSTAR GP”), CARSTAR CANADA SPV LP, an Ontario limited partnership (“Canadian CARSTAR”), MAACO CANADA SPV GP CORPORATION, a Canadian corporation (“Canadian Maaco Franchisor GP”), MAACO CANADA SPV LP, an Ontario limited partnership (“Canadian Maaco Franchisor”), MEINEKE CANADA SPV GP CORPORATION, a Canadian corporation (“Canadian Meineke Franchisor GP”), MEINEKE CANADA SPV LP, an Ontario limited partnership (“Canadian Meineke Franchisor”), TAKE 5 CANADA SPV GP CORPORATION, a Canadian corporation (“Canadian Take 5 GP”), TAKE 5 CANADA SPV LP, an Ontario limited partnership (“Canadian Take 5”), GO GLASS F
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by DRIVEN SYSTEMS LLC 1-800-RADIATOR FRANCHISOR SPV LLC MEINEKE FRANCHISOR SPV LLC MAACO FRANCHISOR SPV LLC ECONO LUBE FRANCHISOR SPV LLC DRIVE N STYLE FRANCHISOR SPV LLC MERLIN FRANCHISOR...Guarantee and Collateral Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 24, 2018, made by DRIVEN SYSTEMS LLC, a Delaware limited liability company (“Franchisor Holdco”), 1-800-RADIATOR FRANCHISOR SPV LLC, a Delaware limited liability company (“1-800-Radiator Franchisor”), MEINEKE FRANCHISOR SPV LLC, a Delaware limited liability company (“Meineke Franchisor”), MAACO FRANCHISOR SPV LLC, a Delaware limited liability company (“Maaco Franchisor”), ECONO LUBE FRANCHISOR SPV LLC, a Delaware limited liability company (“Econo Lube Franchisor”), DRIVE N STYLE FRANCHISOR SPV LLC, a Delaware limited liability company (“Drive N Style Franchisor”), MERLIN FRANCHISOR SPV LLC, a Delaware limited liability company (“Merlin Franchisor”), CARSTAR FRANCHISOR SPV LLC, a Delaware limited liability company (“Carstar Franchisor”) and TAKE 5 FRANCHISOR SPV LLC, a Delaware limited liability company (“Take 5 Franchisor” and,
ASSUMPTION AND AMENDMENT AGREEMENTAssumption and Amendment Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
ASSUMPTION AND AMENDMENT AGREEMENT, dated as of July 6, 2020 (this “Assumption Agreement”), made by and among DRIVEN SYSTEMS LLC, a Delaware limited liability company, 1-800-RADIATOR FRANCHISOR SPV LLC, a Delaware limited liability company, MEINEKE FRANCHISOR SPV LLC, a Delaware limited liability company, MAACO FRANCHISOR SPV LLC, a Delaware limited liability company, ECONO LUBE FRANCHISOR SPV LLC, a Delaware limited liability company, DRIVE N STYLE FRANCHISOR SPV LLC, a Delaware limited liability company, MERLIN FRANCHISOR SPV LLC, a Delaware limited liability company, CARSTAR FRANCHISOR SPV LLC, a Delaware limited liability company, TAKE 5 FRANCHISOR SPV LLC, a Delaware limited liability company, DRIVEN PRODUCT SOURCING LLC, a Delaware limited liability company, 1-800-RADIATOR PRODUCT SOURCING LLC, a Delaware limited liability company, DRIVEN FUNDING HOLDCO, LLC, a Delaware limited liability company, TAKE 5 PROPERTIES SPV LLC, a Delaware limited liability company, ABRA FRANCHISOR SPV
ASSUMPTION AGREEMENTAssumption Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
ASSUMPTION AGREEMENT, dated as of October 4, 2019 (this “Assumption Agreement”), made by ABRA FRANCHISOR SPV LLC, a Delaware limited liability company (the “Additional Guarantor”), in favor of CITIBANK, N.A., as Trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Base Indenture Definitions List attached to the Base Indenture (as defined below) as Annex A thereto.
FIRST SUPPLEMENT TO SERIES 2019-2 SUPPLEMENTFirst Supplement to Series 2019-2 Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2019-2 SUPPLEMENT, dated as of September 17, 2019 (this “Series 2019-2 Supplement” or this “Series Supplement”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian corporation (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers” and each, a “Co-Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2019-2 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and between the IssuerCo-Issuers and Citibank, N.A., as Trustee and as Securities Intermediary (as amended by the Amendment No. 1 thereto, dated as of March 19, 2019, the Amendment No. 2 thereto, dated as of June 15, 2019 and, the Amendment No. 3 thereto, dated as of the date hereofSeptember 17, 2019 and the Amendment No. 4 thereto, dated as of the Series 2020-1 Closing Date, and as the same may be fur
DRIVEN BRANDS FUNDING, LLC and DRIVEN BRANDS CANADA FUNDING CORPORATION, as Co- Issuers and CITIBANK, N.A., as Trustee and Series 2020-1 Securities Intermediary SERIES 2020-1 SUPPLEMENT Dated as of July 6, 2020 to AMENDED AND RESTATED BASE INDENTURE...Series Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2020-1 SUPPLEMENT, dated as of July 6, 2020 (this “Series 2020-1 Supplement” or this “Series Supplement”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian corporation (the “Canadian Co-Issuer” and, together with the Issuer, the “Co-Issuers”), 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 April 24, 2018, by and between the Co-Issuers and Citibank, N.A., as Trustee and as Securities Intermediary (as amended by the Amendment No. 1 thereto, dated as of March 19, 2019, the Amendment No. 2 thereto, dated as of June 15, 2019, the Amendment No. 3 thereto, dated as of September 17, 2019 and the Amendment No. 4 thereto, dated as of the date hereof, and as the same may be further amended, amended and restated, modified or supplemented from ti
DRIVEN BRANDS FUNDING, LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2019-1 Securities Intermediary SERIES 2019-1 SUPPLEMENT Dated as of March 19, 2019 to BASE INDENTURE Dated as of April 24, 2018 (as amended through and including the date...Series Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2019-1 SUPPLEMENT, dated as of March 19, 2019 (this “Series Supplement”), by and among DRIVEN BRANDS 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 2019-1 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and between the Issuer and Citibank, N.A., as Trustee and as Securities Intermediary (as amended by the Amendment No. 1 thereto, dated as of the date hereof, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
DRIVEN BRANDS FUNDING, LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2019-2 Securities Intermediary SERIES 2019-2 SUPPLEMENT Dated as of September 17, 2019 to BASE INDENTURE Dated as of April 24, 2018 (as amended through and including the...Series Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2019-2 SUPPLEMENT, dated as of September 17, 2019 (this “Series 2019-2 Supplement” or this “Series Supplement”), by and among DRIVEN BRANDS 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 2019-2 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and between the Issuer and Citibank, N.A., as Trustee and as Securities Intermediary (as amended by the Amendment No. 1 thereto, dated as of March 19, 2019, the Amendment No. 2 thereto, dated as of June 15, 2019 and the Amendment No. 3 thereto, dated as of the date hereof, and as the same may be further amended, amended and restated, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG RC IV CAYMAN ICW LLC, RC IV ICW MERGER SUB LLC AND DRIVEN INVESTOR LLC DATED AS OF JULY 10, 2020Merger Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • Delaware
This Limited Liability Company Agreement (this “Agreement”), dated as of [●], 2020, of DRIVEN INVESTOR LLC, a Delaware limited liability company (the “Company”), is entered into by the Company.
FIRST SUPPLEMENT TO SERIES 2019-3 SUPPLEMENTFirst Supplement to Series 2019-3 Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2019-3 SUPPLEMENT, dated as of December 11, 2019 (this “Series Supplement”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian corporation (the “Canadian Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2019-3 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and between the IssuerCo-Issuers and Citibank, N.A., as Trustee and as Securities Intermediary (as amended by the Amendment No. 1 thereto, dated as of March 19, 2019, the Amendment No. 2 thereto, dated as of June 15, 2019 and, the Amendment No. 3 thereto, dated as of September 17, 2019, and the Amendment No. 4 thereto, dated as of July 6, 2020, and as the same may be further amended, amended and restated, modified or supplemented from time to time, exclusive
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BASE INDENTUREAmendment No. 2 to the Amended and Restated Base Indenture • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BASE INDENTURE, dated and effective as of June 15, 2019 (this “Amendment”), is entered into by and among (i) DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”) and (ii) CITIBANK, N.A., a national banking association, not in its individual capacity, but solely in its capacity as the trustee under the Indenture referred to below (together with its successor and assigns in such capacity, the “Trustee”). Capitalized terms used and not defined herein shall have the meanings set forth or incorporated by reference in the Indenture.
FIRST SUPPLEMENT TO SERIES 2018-1 SUPPLEMENTFirst Supplement to Series 2018-1 Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2018-1 SUPPLEMENT, dated as of April 24, 2018 (this “Series Supplement”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian corporation (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers” and each, a “Co-Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2018-1 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and between the IssuerCo-Issuers and Citibank, N.A., as Trustee and as Securities Intermediary (as amended through and including the date hereofby the Amendment No. 1 thereto, dated as of March 19, 2019, the Amendment No. 2 thereto, dated as of June 15, 2019, the Amendment No. 3 thereto, dated as of September 17, 2019 and the Amendment No. 4 thereto, dated as of the Series 2020-1 Closing Date, and as the same may be further amended, modifie
AMENDMENT NO. 4 TO THE AMENDED AND RESTATED BASE INDENTUREBase Indenture • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of April 24, 2018 (as amended by Amendment No. 1 thereto, dated as of March 19, 2019, as further amended by Amendment No. 2 thereto, dated as of June 15, 2019, as further amended by Amendment No. 3 thereto, dated as of September 17, 2019, as further amended by Amendment No. 4 thereto, dated as of July 6, 2020, and as further amended, supplemented or otherwise modified from time to time, exclusive of any Series Supplements, the “Base Indenture”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a corporation amalgamated under the laws of Canada (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 17, 2015, by and between Driven Brands, Inc., a Delaware Corporation (the “Company”), and Jonathan Fitzpatrick (the “Executive”).
FIRST SUPPLEMENT TO SERIES 2019-1 SUPPLEMENTFirst Supplement to Series 2019-1 Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2019-1 SUPPLEMENT, dated as of March 19, 2019 (this “Series Supplement”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian corporation (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers” and each, a “Co-Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2019-1 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and betweenamong the IssuerCo-Issuers and Citibank, N.A., as Trustee and as Securities Intermediary (as amended by the Amendment No. 1 thereto, dated as of the date hereof, and asMarch 19, 2019, the Amendment No. 2 thereto, dated as of June 15, 2019, the Amendment No. 3 thereto, dated as of September 17, 2019 and the Amendment No. 4 thereto, dated as of the Series 2020-1 Closing Date, and as the same may be further amended, modified or supp
AMENDMENT AND JOINDER TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
This AMENDED AND RESTATED BACK-UP MANAGEMENT AND CONSULTING AGREEMENT, dated as of April 24, 2018 (this “Agreement”), is entered into by and among Driven Brands Funding, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”), Driven Brands Canada Funding Corporation, a Canadian corporation (together with its successors and assigns, the “Canadian Co-Issuer” and, together with the Issuer, the “Co-Issuers”); Driven Systems LLC, a Delaware limited liability company, Driven Product Sourcing LLC, a Delaware limited liability company, 1-800-Radiator Product Sourcing LLC, a Delaware limited liability company, 1-800-Radiator Franchisor SPV LLC, a Delaware limited liability company, Meineke Franchisor SPV LLC, a Delaware limited liability company, Maaco Franchisor SPV LLC, a Delaware limited liability company, Econo Lube Franchisor SPV LLC, a Delaware limited liability company, Drive N Style Franchisor SPV LLC, a Delaware limited liability company, Mer
DRIVEN BRANDS FUNDING, LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2018-1 Securities Intermediary SERIES 2018-1 SUPPLEMENT Dated as of April 24, 2018 to BASE INDENTURE Dated as of April 24, 2018 (as amended through and including the date...Series Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2018-1 SUPPLEMENT, dated as of April 24, 2018 (this “Series Supplement”), by and among DRIVEN BRANDS 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 2018-1 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and between the Issuer and Citibank, N.A., as Trustee and as Securities Intermediary (as amended through and including the date hereof, and as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED BASE INDENTUREBase Indenture • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED BASE INDENTURE, dated and effective as of September 17, 2019 (this “Amendment”), is entered into by and among (i) DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”) and (ii) CITIBANK, N.A., a national banking association, not in its individual capacity, but solely in its capacity as the trustee under the Indenture referred to below (together with its successor and assigns in such capacity, the “Trustee”). Capitalized terms used and not defined herein shall have the meanings set forth or incorporated by reference in the Indenture.
DRIVEN BRANDS FUNDING, LLC and DRIVEN BRANDS CANADA FUNDING CORPORATION, as Co- Issuers and CITIBANK, N.A., as Trustee and Series 2020-2 Securities Intermediary SERIES 2020-2 SUPPLEMENT Dated as of December 14, 2020 to AMENDED AND RESTATED BASE...Series Supplement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
SERIES 2020-2 SUPPLEMENT, dated as of December 14, 2020 (this “Series 2020-2 Supplement” or this “Series Supplement”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a Canadian corporation (the “Canadian Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2020-2 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of April 24, 2018, by and between the Co-Issuers and Citibank, N.A., as Trustee and as Securities Intermediary (as amended by the Amendment No. 1 thereto, dated as of March 19, 2019, the Amendment No. 2 thereto, dated as of June 15, 2019, the Amendment No. 3 thereto, dated as of September 17, 2019, the Amendment No. 4 thereto, dated as of July 6, 2020, and the Amendment No. 5 thereto, dated as of the date hereof, and as the same may be further am
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BASE INDENTUREBase Indenture • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BASE INDENTURE, dated and effective as of March 19, 2019 (this “Amendment”), is entered into by and among (i) DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”) and (ii) CITIBANK, N.A., a national banking association, not in its individual capacity, but solely in its capacity as the trustee under the Indenture referred to below (together with its successor and assigns in such capacity, the “Trustee”). Capitalized terms used and not defined herein shall have the meanings set forth or incorporated by reference in the Indenture (as defined below).
AMENDMENT AND JOINDER TO MANAGEMENT AGREEMENTManagement Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
THIS AMENDMENT AND JOINDER TO MANAGEMENT AGREEMENT, dated as of October 4, 2019 (this “Amendment and Joinder Agreement”), by and among Driven Brands Funding, LLC, a Delaware limited liability company, (“Issuer”), Driven Product Sourcing LLC, a Delaware limited liability company, Driven Systems LLC, a Delaware limited liability company, 1-800-Radiator Product Sourcing LLC, a Delaware limited liability company, 1-800-Radiator Franchisor SPV LLC, a Delaware limited liability company, Meineke Franchisor SPV LLC, a Delaware limited liability company, Maaco Franchisor SPV LLC, a Delaware limited liability company, Econo Lube Franchisor SPV LLC, a Delaware limited liability company, Drive N Style Franchisor SPV LLC, a Delaware limited liability company, Merlin Franchisor SPV LLC, a Delaware limited liability company, CARSTAR Franchisor SPV LLC, a Delaware limited liability company, Take 5 Franchisor SPV LLC, a Delaware limited liability company, Take 5 Properties SPV LLC, a Delaware limited l
AMENDMENT NO. 5 TO THE AMENDED AND RESTATED BASE INDENTUREAmendment No. 5 to the Amended and Restated Base Indenture • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of April 24, 2018 (as amended by Amendment No. 1 thereto, dated as of March 19, 2019, as further amended by Amendment No. 2 thereto, dated as of June 15, 2019, as further amended by Amendment No. 3 thereto, dated as of September 17, 2019, as further amended by Amendment No. 4 thereto, dated as of July 6, 2020, as further amended by Amendment No. 5 thereto, dated as of December 14, 2020, and as further amended, supplemented or otherwise modified from time to time, exclusive of any Series Supplements, the “Base Indenture”), by and among DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company (the “Issuer”), DRIVEN BRANDS CANADA FUNDING CORPORATION, a corporation amalgamated under the laws of Canada (the “Canadian Co-Issuer” and together with the Issuer, the “Co- Issuers”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary.
TAX RECEIVABLE AGREEMENT between Driven Brands Holdings Inc., the TRA Parties and TRA Party Representative Dated as of [•], 2021Tax Receivable Agreement • December 22nd, 2020 • Driven Brands Holdings Inc. • Services-automotive repair, services & parking • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 2021, is hereby entered into by and among Driven Brands Holdings Inc., a Delaware corporation (the “Corporation”), the Persons listed on Schedule A, as amended from time to time (each, a “TRA Party”), and Driven Equity LLC, a Delaware limited liability company (“Driven Equity”), in its capacity as the TRA Party Representative.
