8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2012

DUNKIN’ BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35258	20-4145825
(Commission File Number)	(IRS Employer Identification Number)

130 Royall Street

Canton, Massachusetts 02021

(Address of registrant’s principal executive office)

(781) 737-3000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 8, 2012, Dunkin’ Brands Group, Inc. (the “Company”) entered into an agreement (the “Repurchase Agreement”) with certain of its stockholders (the “Repurchase Stockholders”) to repurchase 15,000,000 shares of Common Stock directly from the Repurchase Stockholders (the “Share Repurchase”) in a private, non-underwritten transaction at the per share price paid by the underwriter in the underwritten secondary offering announced today by the Company. The Company expects to fund the Share Repurchase primarily with borrowings under its recently upsized term loan facility described below.

In connection with the Share Repurchase, on August 9, 2012, Dunkin’ Brands, Inc. (“DBI”), a wholly-owned subsidiary of the Company, entered into Amendment No. 3 (the “Amendment”) to its Credit Agreement dated as of November 23, 2010 as amended February 18, 2011 and May 24, 2011 among DBI, Dunkin’ Brands Holdings, Inc., each lender from time to time party thereto, Barclays Bank PLC, as Administrative Agent, Swing Line Lender, L/C Issuer and Collateral Agent and the other Agents named therein (each defined term as defined in the Credit Agreement).

The Amendment provides an upsize to the existing term loan facility of $400 million to use for the return of capital to shareholders, which the Company intends to use to fund the Share Repurchase. In addition, the Amendment provides certain changes to the negative covenants contained in the Credit Agreement and permits increases in future incremental facilities subject to the Company and DBI remaining in compliance with certain specified leverage ratios.

Copies of the Amendment and the Repurchase Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions in Item 1.01 are incorporated herein by reference.

Item  7.01. Regulation FD Disclosure.

Today, the Company reaffirmed the targets that it has previously provided regarding its full year 2012 performance.

• The Company continues to expect Dunkin’ Donuts U.S. comparable store sales growth to be in the range of 4 to 5 percent and Baskin-Robbins U.S. comparable store sales growth to be in the range of 2 to 4 percent.

• The Company reaffirmed its global growth target of between 600 to 700 net new units. It continues to expect that Dunkin’ Donuts U.S. will add between 260 and 280 net new restaurants and expects Baskin-Robbins U.S. will close between 40 and 60 restaurants net. Internationally, the Company targets opening 400 to 450 net new units across the two brands.

• The Company continues to expect revenue growth of between 7 and 8 percent with adjusted operating income growth of between 12 and 14 percent. The targets for revenue and adjusted operating income growth are based on a 52-week year in 2011.

• The Company expects its adjusted earnings per share to be in the range of $1.22 to $1.25 which would represent 30 to 33 percent growth over its $0.94 adjusted earnings per share in 2011.

The information contained in this Item is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment No. 3 to Credit Agreement, dated as of August 9, 2012 by and among Dunkin’ Brands, Inc., Dunkin’ Brands Holdings, Inc., Barclays Bank PLC, as administrative agent and the other parties thereto.
10.2	Repurchase Agreement, dated August 8, 2012, by and among the Company and the Repurchase Stockholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DUNKIN’ BRANDS GROUP, INC.
By:	/s/ Paul Carbone
	Paul Carbone
	Chief Financial Officer

Date: August 9, 2012

Index to Exhibits

Exhibit No.	Description
10.1	Amendment No. 3 to Credit Agreement, dated as of August 9, 2012 by and among Dunkin’ Brands, Inc., Dunkin’ Brands Holdings, Inc., Barclays Bank PLC, as administrative agent and the other parties thereto.
10.2	Repurchase Agreement, dated August 8, 2012, by and among the Company and the Repurchase Stockholders.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3

AMENDMENT NO. 3, dated as of August 9, 2012 (this “Amendment”), to the Credit Agreement dated as of November 23, 2010 as amended on February 18, 2011 and May 24, 2011 (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 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.

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

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

WHEREAS, the Borrower has requested New Term Loans in an aggregate principal amount equal to $400,000,000 pursuant to Section 2.14 of the Credit Agreement;

WHEREAS, the proceeds of borrowings of the New Term Loans will be used to fund dividends to shareholders of Parent and/or repurchases of shares of Parent’s common stock, with the balance, if any, for general corporate purposes of the Borrower and its Subsidiaries;

WHEREAS, the Borrower requests that dividends and repurchases contemplated by the preceding recital (up to $450,000,000) not reduce the Cumulative Amount or any other “baskets” for Restricted Payments under the Credit Agreement;

WHEREAS, each Person that executes and delivers a joinder to this Amendment substantially in the form of Exhibit A (a “Joinder”) as a New Term B-2 Lender (as defined below) will make New Term B-2 Loans in the amount set forth on the signature page of such Person’s Joinder on or after the effective date of this Amendment (but no more than 2 Business Days after the effective date of this amendment) to the Borrower;

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.

Effective as of the Amendment No. 3 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:

“Amendment No. 3” means Amendment No. 3 to this Agreement dated as of August 9, 2012.

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

“New Term B-2 Commitment” means, with respect to a New Term B-2 Lender, the commitment of such New Term B-2 Lender to make a New Term B-2 Loan on or after the Amendment No. 3 Effective Date (but no more than 2 Business Days after Amendment No. 3 Effective Date), in the amount set forth on the joinder agreement of such New Term B-2 Lender to Amendment No. 3 (it being understood that such amount shall not count towards the $350,000,000 limitation set forth in clause (ii) of Section 2.14(a) of the Credit Agreement or be subject to compliance with the First Lien Senior Secured Leverage Ratio set forth in such clause). The aggregate amount of the New Term B-2 Commitments of all New Term B-2 Lenders shall equal $400,000,000. For the avoidance of doubt, each New Term B-2 Commitment is a New Term Commitment.

“New Term B-2 Commitment Termination Date” has the meaning specified in Section 2.06(b)(vi).

“New Term B-2 Lender” means a Person with a New Term B-2 Commitment to make New Term B-2 Loans to the Borrower on or after the Amendment No. 3 Effective Date (but no more than 2 Business Days after Amendment No. 3 Effective Date). For the avoidance of doubt, each New Term B-2 Lender is a New Term Lender.

“New Term B-2 Loan” means a Loan that is made pursuant to Section 2.01(d)(i) of the Credit Agreement on or after the Amendment No. 3 Effective Date (but no more than 2 Business Days after Amendment No. 3 Effective Date). For the avoidance of doubt, each New Term B-2 Loan is a New Term Loan.

“Responsible Financial Officer” means the chief financial officer, treasurer, controller or vice president of finance or other similar officer of the Borrower.

(b) The definitions of “Parent” and “Term B-2 Loan” in Section 1.01 of the Credit Agreement are hereby amended by deleting such definition and replacing it with the following:

“Parent” means Dunkin’ Brands Group, Inc. (f/k/a Dunkin’ Brands Group Holdings, Inc.), a Delaware corporation.

“Term B-2 Loan” means an Additional Term B-2 Loan, a Loan that is deemed made pursuant to Section 2.01(c)(i) or a New Term Loan made pursuant to Section 2.01(d)(i).

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(c) The definition of “Cumulative Amount” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the words “the sum of Excess Cash Flow for each fiscal year of the Borrower” and replacing them with “the sum of Excess Cash Flow (changing references to “fiscal year” in the definition thereof to “fiscal quarter” for this purpose) for each fiscal quarter of the Borrower” and (ii) replacing the “and” before “(4)” with a semicolon and adding the following before the semicolon in clause (d) thereof: “and (5) the amount of Restricted Payments made pursuant to Section 7.06(k)”.

(d) Section 2.01 of the Credit Agreement is hereby amended by adding the following after the end of paragraph (c) to such Section:

“(d)(i) Subject to the terms and conditions hereof and of Amendment No. 3, each New Term B-2 Lender severally agrees to make a New Term B-2 Loan to the Borrower on or after the Amendment No. 3 Effective Date (but no more than 2 Business Days after Amendment No. 3 Effective Date) in an aggregate principal amount not to exceed its New Term B-2 Commitment.

      (ii) The New Term B-2 Loans shall have the same terms as the Term B-2 Loans as set forth in the Credit Agreement and Loan Documents before giving effect to Amendment No. 3, except as modified by Amendment No. 3, shall constitute the same tranche and class of Term Loans as the Term B-2 Loans, shall vote together and shall be treated the same in all respects, except that (i) the initial Interest Period for all New Term B-2 Loans that are Eurodollar Rate Loans shall commence on the date of borrowing thereof and shall end on the same day, which shall be the last day of an Interest Period for an existing Borrowing of Term B-2 Loans and (ii) the Administrative Agent may make just other adjustments to cause the New Term B-2 Loans to have the same Interest Periods (on a pro rata basis among Term Lenders) as existing Term B-2 Loans. For the avoidance of doubt, the New Term B-2 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-2 Loans prior to the Amendment No. 3 Effective Date.”

(e) Paragraph (b)(i) of Section 2.05 of the Credit Agreement is hereby amended by deleting the proviso of such paragraph in its entirety and replacing it with the following:

“provided, that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable fiscal year was no greater than 5.50:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable fiscal year was no greater than 4.75:1.00”.

(f) Section 2.06(b) of the Credit Agreement is hereby amended by adding the following clause (vi) to such Section:

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“(vi) The New Term B-2 Commitment of each New Term B-2 Lender shall automatically terminate upon the earlier of (i) the borrowing of the New Term B-2 Loans and (ii) two business days following the Amendment No. 3 Effective Date.”

(g) Section 2.07(a) of the Credit Agreement is hereby amended by deleting “Interest Payment Date” in the heading of the table therein and adding the following before the period:

“; provided, further, that, at the time of the borrowing of the New Term B-2 Loans, (i) the amount set forth in the table above for June 30, 2013 shall be increased by the product of (x) the percentage obtained by dividing $247,681.23 into $1,463,076,431.23 times (y) the principal amount of New Term B-2 Loans and (ii) the amount set forth in the table above for each date thereafter shall be increased by 0.25% of the principal amount of such New Term B-2 Loans”.

(h) Section 2.09 of the Credit Agreement is hereby amended by adding the following after the end of paragraph (c) to such Section:

“(d) New Term B-2 Funding Fee. The Borrower agrees to pay to each New Term B-2 Lender on the date of the borrowing of New Term B-2 Loans a funding fee of 1.0% of the principal amount of each New Term B-2 Loan funded on such date by such New Term B-2 Lender, which amount may be deducted by such New Term B-2 Lender from the proceeds of such New Term B-2 Loan.”

(i) Paragraph (a) of Section 2.14 of the Credit Agreement is hereby amended by deleting clause (ii) of the third sentence and replacing it with the following:

“(ii) subject to the preceding clause (i), the aggregate amount of the New Revolving Credit Commitments and New Term Commitments shall not exceed $350,000,000 (excluding the aggregate amount of New Term B-2 Commitments provided pursuant to Amendment No. 3) plus an additional amount of New Revolving Credit Commitments and New Term Commitments so long as (x) in the case of New Revolving Credit Commitments and New Term Commitments that are secured equally and ratably with the Facilities, the First Lien Senior Secured Leverage Ratio shall be no greater than 5.25 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans and (y) in the case of New Revolving Credit Commitments and New Term Commitments that are secured by a lien that is junior to the liens securing the Facilities, the Senior Secured Leverage Ratio shall be no greater than 5.50 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and, in each case, with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment and any New Revolving Credit Commitments previously made pursuant to this Section 2.14)”.

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

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“(f) Use the proceeds of all New Term B-2 Loans to fund dividends to shareholders of Parent and/or repurchases of shares of Parent’s common stock, with the balance, if any, for general corporate purposes of the Borrower and its Subsidiaries.”

(k) Section 7.02(i) of the Credit Agreement is hereby amended by deleting the period and replacing it with the following:

“;

provided that the certificate referred to clause (B)(2) and (C) shall not be required for any Permitted Acquisition for aggregate consideration of less than $20,000,000;”.

(l) Section 7.06 of the Credit Agreement is hereby amended by (1) deleting clause (f) thereof and replacing it with the following:

“(f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount that does not exceed the sum of (i) the greater of (x) $60,000,000 and (y) 2.00% of Total Assets as of the end of the Test Period last ended (such amount to be reduced on a dollar for dollar basis by any use of this Section 7.06(f)(i) reallocated to prepayments of Junior Financings pursuant to Section 7.13(i)) and (ii) the Cumulative Amount as in effect immediately prior to the time of making of such Restricted Payment; provided that (A) in the case of any Restricted Payment under this clause (f) made with the Cumulative Amount, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such Restricted Payment and the use of proceeds thereof and (B) upon a Qualifying IPO, the references to $60,000,000 and 2.00% in clauses (x) and (y) above shall be increased to $115,000,000 and 3.75%, respectively, with the additional amounts resulting from such increase available only to the extent that the Senior Secured Leverage Ratio would be not greater than 5.50 to 1.00 after giving pro forma effect to such Restricted Payment;”

and (2) by adding the following before the period:

“;

(k) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make Restricted Payments during a fiscal quarter in an aggregate amount that does not exceed 50% of the average Excess Cash Flow (changing references to “fiscal year” in the definition thereof to “fiscal quarter” for this purpose), if any, for the immediately preceding four fiscal quarters (provided financial statements for such preceding fiscal quarter or the fiscal year that includes such preceding fiscal quarter have been delivered pursuant to Section 6.1(a) or (b)); and

(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 $450,000,000 related to share repurchases and/or dividends by Parent”.

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(m) Section 7.13 of the Credit Agreement is hereby amended by replacing “5.00 to 1.00” in clause (i) with “5.50 to 1.00”.

(n) References to “the chief financial officer or treasurer of the Borrower” throughout the Credit Agreement are replaced with “a Responsible Financial Officer of the Borrower”.

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. 3 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. 3 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. 3 Effective Date”) on which each of the following conditions is 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:

(1) counterparts of this Amendment executed each Loan Party, and consents to this Amendment in the form of Exhibit B hereto executed by the Required Lenders;

(2) 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. 3 Effective Date, if any;

(3) an opinion of Ropes & Gray LLP, special counsel to the Borrower, dated the Amendment No. 3 Effective Date and addressed to each L/C Issuer, Arranger, the Administrative Agent and the Lenders, substantially in the form previously provided to the Administrative Agent;

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(4) (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. 3 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. 3 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 Amendment No. 2 Effective 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

(5) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (v) and (vi) of this Section 3(a) and that the New Term B-2 Loan Commitments meet the requirements and conditions to be New Term Commitments.

(ii) The Administrative Agent shall have received executed Joinder Agreements providing for an aggregate principal amount of the New Term B-2 Loan Commitments equal to $400,000,000.

(iii) The Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to 0.125% of the aggregate outstanding principal amount of Term Loans (excluding any amount of New Term B-2 Loans) plus 0.125% of the aggregate amount of Revolving Credit Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on August 2, 2012 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent.

(iv) All fees and expenses due to the Administrative Agent, the Arrangers and the New Term B-2 Lenders required to be paid on the Amendment No. 3 Effective Date shall have been paid.

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

(vi) 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. 3 Effective Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Agreement.

(vii) To the extent requested by a New Term B-2 Lender in writing not less than three (3) Business Days prior to the Amendment No. 3 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.

(viii) The Administrative Agent shall have received a Request for Credit Extension.

(b) The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 3 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective, and the New Term B-2 Commitments 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 August 31, 2012.

Section 4. Waivers.

The Required Lenders and Administrative Agent agree that the Borrower may deliver a Request for Credit Extension pursuant to Sections 2.02 and 4.02 of the Credit Agreement not later than 5:00 p.m. on the second Business Day prior to the date of the proposed date of borrowing of New Term B-2 Loans.

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 Cahill Gordon & Reindel LLP, counsel for the Administrative Agent.

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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.

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.

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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:
	Name:	Paul Carbone
	Title:	Chief Financial Officer

[Signature Page to Amendment No. 3]

DUNKIN’ BRANDS HOLDINGS, INC.
By:
	Name:	Paul Carbone
	Title:	Chief Financial Officer

[Signature Page to Amendment No. 3]

BASKIN-ROBBINS FLAVORS LLC BASKIN-ROBBINS FRANCHISED SHOPS LLC BASKIN-ROBBINS FRANCHISING LLC BASKIN-ROBBINS INTERNATIONAL LLC BASKIN-ROBBINS LLC BASKIN-ROBBINS 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 THIRD DUNKIN’ DONUTS REALTY LLC
By:
	Name:	Paul Carbone
	Title:	Chief Financial Officer

[Signature Page to Amendment No. 3]

BARCLAYS BANK PLC, as Administrative Agent
By:
	Name:
	Title:

[Signature Page to Amendment No. 3]

EXHIBIT A

JOINDER AGREEMENT

JOINDER AGREEMENT, dated as of August 9, 2012 (this “Agreement”), by and among [NEW B-2 LENDER] (each, a “New Term B-2 Lender” and, collectively, the “New Term B-2 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, as further amended by Amendment No. 2 dated as of May 24, 2011 and Amendment No. 3 dated as of August 9, 2012 (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 New Term B-2 Commitments (the “New Term B-2 Commitments”) with existing Term B-2 Lenders; and

WHEREAS, subject to the terms and conditions of the Credit Agreement, New Term B-2 Lenders shall become Lenders pursuant to one or more Joinder Agreements;

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

Each New Term B-2 Lender hereby agrees to provide the New Term B-2 Commitment set forth on its signature page hereto pursuant to and in accordance with Section 2.01(d) of the Credit Agreement. The New Term B-2 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 New Term B-2 Lender, the Borrower and the Administrative Agent acknowledge and agree that the New Term B-2 Commitments provided pursuant to this Agreement shall constitute Term B-2 Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents. Each New Term B-2 Lender hereby agrees to make a New Term B-2 Loan to the Borrower in an amount equal to its New Term B-2 Commitment on the Amendment No. 3 Effective Date in accordance with Section 2.01(d) of the Credit Agreement.

Exhibit A-1

Each New Term B-2 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 Arrangers or any other New Term B-2 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 New Term B-2 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 shall become Lenders under the Credit Agreement and shall have the respective New Term B-2 Commitment set forth on its signature page hereto, effective as of the Amendment No. 3 Effective Date.

For each New Term B-2 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 New Term B-2 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.

Exhibit A-2

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of August     , 2012.

[NAME OF NEW TERM B-2 LENDER]
By:
	Name:
	Title:

If a second signature is necessary:
By:
	Name:
	Title:

New Term B-2 Commitments:

$

DUNKIN’ BRANDS, INC.
By:
	Name:
	Title:

Exhibit A-3

Accepted:

BARCLAYS BANK PLC, as Administrative Agent
By:
	Name:
	Title:

Exhibit A-4

EXHIBIT B

CONSENT TO AMENDMENT NO. 3

CONSENT TO AMENDMENT NO. 3 (this “Consent”) to Amendment No. 3 (“Amendment”) to that certain Credit Agreement, dated as of November 23, 2010, as amended on February 18, 2011 and May 24, 2011 (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.

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

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

Date: August     , 2012
	,
as a Lender (type name of the legal entity)

By:

Name:

Title:

Fund Manager:

If a second signature is necessary:

By:

Name:

Title:

Exhibit B-1

EX-10.2

Exhibit 10.2

Execution Copy

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 8, 2012 by and between Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”) and each of the entities identified on Schedule 1 hereto (each a “Seller” and collectively, the “Sellers”).

Background

A. The Sellers own in aggregate 36,727,837 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and have agreed to transfer a portion of those shares to the Company on the terms and conditions set forth in this Agreement;

B. The Company has agreed to repurchase a portion of the shares of Common Stock held by the Sellers at the price and upon the terms and conditions provided in this Agreement (the “Repurchase”);

C. Promptly after the date hereof, the Sellers and the Company intend to commence an underwritten public offering (the “Public Offering”) of shares of Common Stock held by the Sellers (the “Underwritten Shares”);

D. Promptly after the date hereof, the Company intends to enter into an amendment to its senior credit facility to provide for an upsize in its term loan facility of approximately $400 million (the “Refinancing”). The Company intends to use the proceeds received from the Refinancing, together with cash on its balance sheet, as necessary, to complete the Repurchase;

E. The board of directors of the Company (the “Board”) has authorized a program to repurchase over a two-year period shares of Common Stock having an aggregate value of up to $500 million, from time to time in the open market or in privately negotiated transactions or a combination thereof as may be approved by the Board;

F. The Board formed a special committee of the Board (the “Special Committee”) comprised solely of independent directors to determine whether or not to authorize and to negotiate the terms of the Repurchase; and

G. The Special Committee has approved the Repurchase and related transactions that may be required in connection with the Repurchase.

THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

Agreement

1. Repurchase.

(a) Subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) below, the Sellers hereby agree to transfer, assign, sell, convey and deliver to the Company 100% of their right, title, and interest in and to a number of shares equal to the number of shares of Common Stock sold by the Sellers in the Public Offering (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Sellers sell the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $450 million, the number of Repurchase Shares shall be reduced to be equal to (i) $450 million divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), each Seller, severally and not jointly, agrees to transfer, assign, sell, convey and deliver that number of Repurchase Shares equal to the number of shares sold by such Seller in the Public Offering (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence, which reduction, if any, shall be made amongst all Sellers on a Pro Rata Basis) to the Company, and the Company hereby agrees to purchase such Repurchase Shares from such Seller at the Per Share Purchase Price. “Pro Rata Basis” shall mean the relative number of shares being sold by the Seller in the Public Offering compared to the total shares to be sold by the Sellers in the Public Offering.

(b) A Seller may reduce the number of Repurchase Shares to be sold by such Seller hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity

would result in a reduction in the Repurchase Shares to be transferred by such Seller and in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company); provided, however, that in the event of such reduction, the number of Repurchase Shares to be sold by such Seller under this Agreement must be equal to the number of shares to be sold by such Seller in the Public Offering.

(c) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) no later than 10 business days from the date hereof, (ii) the receipt by the Special Committee of a fairness opinion from Houlihan Lokey Financial Advisors, Inc. no later than two business days after the execution of the Underwriting Agreement stating to the effect that the consideration to be paid by the Company to the Sellers for the Repurchase Shares pursuant to this Agreement is fair to the Company from a financial point of view, and (iii) the closing of the Refinancing (which the Company will use commercially reasonable efforts to consummate).

(d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering at the offices of the Company in Canton, Massachusetts, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, each Seller shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the Repurchase Shares, as applicable, and the Company agrees to deliver to the Sellers the Aggregate Purchase Price by wire transfer of immediately available funds.

2. Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Sellers that:

(a) The Company is a corporation duly organized and existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

(c) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company’s obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not impair in any material respect the consummation of the Company’s obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole.

3. Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers severally and not jointly represents and warrants to the Company that:

(a) Such Seller is duly organized and existing under the laws of its state of organization.

(b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Sellers’ obligations hereunder.

(c) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

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(d) The sale of the Repurchase Shares to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject, (ii) nor will such action result in any violation of the provisions of (x) any organizational or similar documents pursuant to which such Seller was formed or (y) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder.

(e) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Seller holds good and valid title to the Repurchase Shares or a securities entitlement in respect thereof, and holds, and will hold, such Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Repurchase Shares (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire good and valid title to the Repurchase Shares, free and clear of all liens, encumbrances, equities or claims, as well as a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchase Shares purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company.

(f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Repurchase. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Repurchase and the Repurchase Shares and has had full access to such other information concerning the Shares and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Repurchase. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

4. Termination. This Agreement may be terminated at any time by the mutual written, consent of the Company and the Sellers. Furthermore, this Agreement shall automatically terminate and be of no further force and effect, in the event that (a) the Commencement of the Public Offering has not been publicly announced within 3 business days after the date hereof or (b) the conditions in paragraph 1(c) of this Agreement have not been satisfied within 10 business days after the date hereof.

5. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via facsimile to the recipient. Such notices, demands and other communications will be sent to the address indicated below:

To the Sellers:

At the address listed for each Seller on Schedule 1 hereto.

To the Company:

Dunkin’ Brands Group, Inc.

130 Royall Street

Canton, MA 02110

Attention: Richard J. Emmett

Facsimile No.: (781) 737-4360

Email Address: richard.emmett@dunkinbrands.com

With a copy to (which shall not constitute notice):

Abrams & Bayliss LLP

3

20 Montchanin Road, Suite 200

Wilmington, DE 19807

Attention: A. Thompson Bayliss

Facsimile: (302) 261-0292

Email Address: Bayliss@AbramsBayliss.com

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

6. Miscellaneous.

(a) Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

(c) Complete Agreement. This Agreement and any other agreements ancillary thereto and executed and delivered on the date hereof embody the complete agreement and understanding between the parties and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(e) Assignment; Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall bind and inure to the benefit of and be enforceable by the Sellers and the Company and their respective successors and permitted assigns. Any purported assignment not permitted under this paragraph shall be null and void.

(f) No Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties and their successors and permitted assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any person other than the parties to this Agreement and such successors and permitted assigns.

(g) Governing Law; Jurisdiction. The Agreement and all disputes arising out of or related to this agreement (whether in contract, tort or otherwise) will be governed by and construed in accordance with the laws of the State of New York. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties (i) irrevocably submits to the personal jurisdiction of any state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection with this Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract, tort or otherwise, shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of, under or in connection with this Agreement or the Company’s business or affairs in any other court, tribunal, forum or proceeding. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the parties agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in accordance with this paragraph, provided that nothing in the foregoing sentence shall affect the right of any party to serve legal process in any other manner permitted by law.

(h) Mutuality of Drafting. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of the Agreement.

4

(i) Remedies. The parties hereto agree and acknowledge that money damages will not be an adequate remedy for any breach of the provisions of this Agreement, that any breach of the provisions of this Agreement shall cause the other parties irreparable harm, and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement.

(j) Amendment and Waiver. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Sellers and the Company. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement, nor shall any waiver constitute a continuing waiver. Moreover, no failure by any party to insist upon strict performance of any of the provisions of this Agreement or to exercise any right or remedy arising out of a breach thereof shall constitute a waiver of any other provisions or any other breaches of this Agreement.

(k) Further Assurances. Each of the Company and the Sellers shall execute and deliver such additional documents and instruments and shall take such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement.

(l) Expenses. Each of the Company and the Sellers shall bear their own expenses in connection with the drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

[Signatures appear on following page.]

5

IN WITNESS WHEREOF, the parties hereto have executed this Stock Repurchase Agreement as of the date first written above.

Company:
DUNKIN’ BRANDS GROUP, INC.
By:	/s/ Paul Carbone
Name:	Paul Carbone
Title:	Chief Financial Officer

[Signature Page to Stock Repurchase Agreement]

Sellers:
BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC
By:	Bain Capital Investors, LLC
	its administrative member
By:	/s/ Sean M. Doherty
Name:	Sean M. Doherty
Title:	Managing Director
BCIP TCV, LLC
By:	Bain Capital Investors, LLC, its administrative member
By:	/s/ Sean M. Doherty
Name:	Sean M. Doherty
Title:	Managing Director
BCIP ASSOCIATES-G
By:	Bain Capital Investors, LLC
	its managing partner
By:	/s/ Sean M. Doherty
Name:	Sean M. Doherty
Title:	Managing Director

[Signature Page to Stock Repurchase Agreement]

CARLYLE PARTNERS IV, L.P.
By:	TC Group IV, L.P., its General Partner
By:	TC Group IV Managing GP, L.L.C., its General Partner
By:	TC Group, L.L.C., its sole member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Sandra Horbach
Name:	Sandra Horbach
Title:	Managing Director
CP IV COINVESTMENT, L.P.
By:	TC Group IV, L.P., its General Partner
By:	TC Group IV Managing GP, L.L.C., its General Partner
By:	TC Group, L.L.C., its sole member
By:	TCG Holdings, L.L.C., its managing member
By:	/s/ Sandra Horbach
Name:	Sandra Horbach
Title:	Managing Director

[Signature Page to Stock Repurchase Agreement]

THOMAS H. LEE EQUITY FUND V, L.P.
By:	THL Equity Advisors V, LLC, its general partner
By:	Thomas H. Lee Partners, L.P., its sole member
By:	Thomas H. Lee Advisors, LLC, its general partner
By:	/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht
Title:	Managing Director
THOMAS H. LEE PARALLEL FUND V, L.P.
By:	THL Equity Advisors V, LLC, its general partner
By:	Thomas H. Lee Partners, L.P., its sole member
By:	Thomas H. Lee Advisors, LLC, its general partner
By:	/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht
Title:	Managing Director
THOMAS H. LEE EQUITY (CAYMAN) FUND V, L.P.
By:	THL Equity Advisors V, LLC, its general partner
By:	Thomas H. Lee Partners, L.P., its sole member
By:	Thomas H. Lee Advisors, LLC, its general partner
By:	/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht
Title:	Managing Director
THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP
By:	THL Investment Management Corp., its General Partner
By:	/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht
Title:	Managing Director
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY I LLC
By:	Putnam Investment Holdings, LLC, its managing member
By:	Putnam Investments, LLC, its managing member
By:	Thomas H. Lee Advisors, LLC, its attorney-in-fact
By:	/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht
Title:	Managing Director

[Signature Page to Stock Repurchase Agreement]

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY II LLC
By:	Putnam Investment Holdings, LLC, its managing member
By:	Putnam Investments, LLC, its managing member
By:	Thomas H. Lee Advisors, LLC, its attorney-in-fact
By:	/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht
Title:	Managing Director
PUTNAM INVESTMENT HOLDINGS, LLC
By:	Putnam Investments, LLC,
	its managing member
By:	Thomas H. Lee Advisors, LLC, its attorney-in-fact
By:	/s/ Todd M. Abbrecht
Name:	Todd M. Abbrecht
Title:	Managing Director

[Signature Page to Stock Repurchase Agreement]

Schedule 1

Entity	Address
Bain Capital Integral Investors 2006, LLC	c/o Bain Capital, LLC 200 Clarendon Street Boston, MA 02116
BCIP TCV, LLC	c/o Bain Capital, LLC 200 Clarendon Street Boston, MA 02116
BCIP Associates-G	c/o Bain Capital, LLC 200 Clarendon Street Boston, MA 02116
Carlyle Partners IV, L.P.	c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 South Washington, DC 20004-2505
CP IV Coinvestment, L.P.	c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 South Washington, DC 20004-2505
Thomas H. Lee Equity Fund V, L.P.	c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110
Thomas H. Lee Parallel Fund V, L.P.	c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110
Thomas H. Lee Equity (Cayman) Fund V, L.P.	c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110
Thomas H. Lee Investors Limited Partnership	c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110
Putnam Investments Employees’ Securities Company I LLC	c/o Putnam Investment, Inc. 1 Post Office Square Boston, MA 02109
Putnam Investments Employees’ Securities Company II LLC	c/o Putnam Investment, Inc. 1 Post Office Square Boston, MA 02109
Putnam Investment Holdings, LLC	c/o Putnam Investment, Inc. 1 Post Office Square Boston, MA 02109

[Schedule 1 to Stock Repurchase Agreement]