SUPPLEMENTAL INDENTURE
Exhibit 4.5
EXECUTION VERSION
SUPPLEMENTAL INDENTURE
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.
RECITALS
WHEREAS, Dunkin Finance Corp. (the Escrow Issuer) has heretofore executed and delivered to the Indenture Administrator and the Trustee that certain Indenture, dated as of November 23, 2010 (the Indenture), relating to the 9.625% senior notes of the Company due 2018 in aggregate principal amount of $625,000,000 (the Notes);
WHEREAS, on the date hereof, the Successor Issuer will assume all of the Escrow Issuers obligations under the Indenture and the Notes;
WHEREAS, on the date hereof the Escrow Issuer is merging with and into the Successor Issuer, with the Successor Issuer being the surviving person of such merger (the Merger); and
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]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
DUNKIN BRANDS, INC. | ||
By: | /s/ Bonnie Monahan | |
Name: Bonnie Monahan | ||
Title: Vice President and Treasurer | ||
BASKIN-ROBBINS FLAVORS LLC | ||
BASKIN-ROBBINS FRANCHISED SHOPS LLC BASKIN-ROBBINS FRANCHISING LLC BASKIN-ROBBINS INTERNATIONAL LLC | ||
BASKIN-ROBBINS 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 DUNKINS VENTURES LLC MISTER DONUT OF AMERICA LLC | ||
THIRD DUNKIN DONUTS REALTY LLC | ||
By: | /s/ Bonnie Monahan | |
Name: Bonnie Monahan | ||
Title: Vice President and Treasurer | ||
CITIBANK, N.A., as Indenture Administrator | ||
By: | /s/ Kristen Driscoll | |
Name: Kristen Driscoll | ||
Title: Vice President |
Signature Page to Supplemental Indenture
WILMINGTON TRUST COMPANY, as Trustee | ||
By: | /s/ Geoffrey J. Lewis | |
Name: Geoffrey J. Lewis | ||
Title: Assistant Vice President |
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