FRANCHISE DISCLOSURE DOCUMENT DUNKIN' DONUTS . - Blue MauMau

Transcription

FRANCHISE DISCLOSURE DOCUMENTDUNKIN’ DONUTS FRANCHISING LLCa Delaware limited liability company130 Royall StreetCanton, Massachusetts 02021(781) 737-3000www.DunkinFranchising.comThe Franchisor is DUNKIN’ DONUTS FRANCHISING LLC (“Dunkin’ Donuts” “we” or “DD”). We develop,operate and franchise retail stores utilizing the Dunkin' Donuts system in single-brand stores. Our franchised storessell Dunkin' Donuts coffee, donuts, bagels, muffins, compatible bakery products, sandwiches, and other beverages.The total investment necessary to begin operation of a DD franchise ranges from 240,250 to 1,699,850. Thisincludes a range of 55,360 to 97,860 that must be paid to the franchisor or affiliate.This disclosure documentsummarizes certain provisions of your franchise agreement and other information in plain English. Read thisdisclosure document and all accompanying agreements carefully. You must receive this disclosure document atleast 14 calendar days before you sign a binding agreement with, or make any payment to the franchisor or anaffiliate in connection with the proposed franchise sale. Note, however, that no government agency has verifiedthe information contained in this document.You may wish to receive your disclosure document in another format that is more convenient for you. To discussthe availability of disclosures in different formats, contact Dunkin' Donuts Franchise Information, 3 East A, 130Royall Street, Canton, MA 02021, 1-800-777-9983.The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure document alone tounderstand your contract. Read all of your contract carefully. Show your contract and this disclosure document toan advisor, like a lawyer or accountant.Buying a franchise is a complex investment. The information in this disclosure document can help you make upyour mind. More information of franchising, such as “A Consumer’s Guide to Buying a Franchise,” which canhelp you understand how to use this disclosure document is available from the Federal Trade Commission. Youcan contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington,DC 20580. You can also visit your public library for other sources of information on franchising.There may also be laws on franchising in your state. Ask you state agencies about them.Issuance Date: March 28, 2008RISK FACTORS:1. THE FRANCHISE AGREEMENT AND SDA PERMIT EITHER YOU OR US TO SUBMIT DISPUTES TO ACOURT OR TO ARBITRATION. THE DECISION TO ARBITRATE OR TO SUBMIT THE DISPUTE TO THECOURT SYSTEM IS BINDING, EXCEPT THAT WE HAVE THE OPTION TO SUBMIT ANY OF THEFOLLOWING ACTIONS TO A COURT: COLLECTION OF FEES; INJUNCTIVE RELIEF; PROTECTION OFOUR INTELLECTUAL PROPERTY, INCLUDING PROPRIETARY MARKS; AND TERMINATION OFFRANCHISE AGREEMENT AND SDA FOR DEFAULT. ANY ARBITRATION WILL TAKE PLACE IN THESTATE IN WHICH THE STORE IS LOCATED. SOME STATES MAY HAVE LAWS REGARDINGARBITRATION/LITIGATION. SEE ADDENDA TO CONTRACTS AND/OR FDD REQUIRED BY VARIOUSSTATES (APPENDIX II).2.THE FRANCHISE AGREEMENT STATES THAT MASSACHUSETTS LAW GOVERNS THATAGREEMENT, AND THE SDA STATES THAT MASSACHUSETTS LAW GOVERNS THAT AGREEMENT.

THESE LAWS MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW ORLOCAL LAW MAY APPLY REGARDLESS OF THIS STATEMENT. SEE CAVEATS REQUIRED BYVARIOUS STATES (APPENDIX I) AND ADDENDA TO CONTRACTS AND/OR FDD REQUIRED BYVARIOUS STATES (APPENDIX II), INCLUDING: HAWAII, ILLINOIS, MICHIGAN, MINNESOTA, ANDRHODE ISLAND. YOU MAY WANT TO COMPARE THESE LAWS.THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.AGENTS AUTHORIZED TO RECEIVE SERVICE OF PROCESS ARE LISTED IN SCHEDULE A.REGISTRATION OF THIS FRANCHISE WITH THE STATE DOES NOT MEAN THAT THE STATERECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. IFYOU LEARN THAT ANYTHING IN THIS DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THEFEDERAL TRADE COMMISSION AND THE APPLICABLE STATE ADMINISTRATOR(S) LISTED INSCHEDULE B.NOT FOR USE IN: NORTH DAKOTA OR SOUTH DAKOTA

STATE COVER PAGEYour State may have a franchise law that requires a franchisor to register or file with a State franchise administratorbefore offering or selling in your State. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEANTHAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMAITON IN THISDISCLOSURE DOCUMENT.Call the franchise administrator listed in Schedule B for information about the franchisor or about franchising inyour State.MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTERTHE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENTTERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOUBUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHATTERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.Please consider the following risk factors before you buy this franchise:1.THE FRANCHISE AGREEMENT AND SDA PERMIT EITHER YOU OR US TO SUBMIT DISPUTESTO A COURT OR TO ARBITRATION. THE DECISION TO ARBITRATE OR TO SUBMIT THE DISPUTETO THE COURT SYSTEM IS BINDING, EXCEPT THAT WE HAVE THE OPTION TO SUBMIT ANY OFTHE FOLLOWING ACTIONS TO A COURT: COLLECTION OF FEES; INJUNCTIVE RELIEF;PROTECTION OF OUR INTELLECTUAL PROPERTY, INCLUDING PROPRIETARY MARKS; ANDTERMINATION OF FRANCHISE AGREEMENT AND SDA FOR DEFAULT. ANY ARBITRATION WILLTAKE PLACE IN THE STATE IN WHICH THE STORE IS LOCATED. SOME STATES MAY HAVE LAWSREGARDING ARBITRATION/LITIGATION. SEE ADDENDA TO CONTRACTS AND/OR FDD REQUIREDBY VARIOUS STATES (APPENDIX II).2.THE FRANCHISE AGREEMENT STATES THAT MASSACHUSETTS LAW GOVERNS THEAGREEMENT, AND THE SDA STATES THAT MASSACHUSETTS LAW GOVERNS THAT AGREEMENT.THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOUMAY WANT TO COMPARE THESE LAWS.THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.Effective Date: See the next page for State effective dates.

EXHIBIT ASTATE EFFECTIVE DATESThe following States require that the Franchise Disclosure Document be registered or filed with the State, or beexempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, NorthDakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.The Franchise Disclosure Document is registered, on file or exempt from registration in the following States havingfranchise registration and disclosure laws, with the following effective dates:StateEffective DateCaliforniaMarch 28, 2008HawaiipendingIllinoispendingIndianaMarch 28, 2008MarylandpendingMichiganMarch 28, 2008MinnesotapendingNew YorkMarch 28, 2008Rhode IslandpendingVirginiapendingWashingtonMarch 28, 2008WisconsinMarch 28, 2008This Disclosure Document is not registered in North Dakota or South Dakota.In all the other States, the effective date of this Franchise Disclosure Document is March 28, 2008.

Table of ContentsITEM 1: THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES . 1ITEM 2: BUSINESS EXPERIENCE . 7ITEM 3: LITIGATION . 12ITEM 4: BANKRUPTCY. 34ITEM 5: INITIAL FEES . 35ITEM 6: OTHER FEES . 38ITEM 7: YOUR ESTIMATED INITIAL INVESTMENT. 43ITEM 8: RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES. 53ITEM 9: FRANCHISEE'S OBLIGATIONS . 56ITEM 10: FINANCING. 59ITEM 11: FRANCHISOR’S OBLIGATIONS . 74ITEM 12: TERRITORY. 82ITEM 13: TRADEMARKS . 84ITEM 14: PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION . 86ITEM 15: OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OFTHE FRANCHISE BUSINESS. 87ITEM 16: RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL. 88ITEM 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION. 89ITEM 18: PUBLIC FIGURES . 98ITEM 19: FINANCIAL PERFORMANCE REPRESENTATIONS . 99ITEM 20: OUTLETS AND FRANCHISEE INFORMATION . 105ITEM 21: FINANCIAL STATEMENTS. 214ITEM 22: CONTRACTS. 215i

A.Store Development AgreementB-1. Franchise Agreement (DD Only)B-2. Combo Franchise Agreement (DD/BR Combo) Addendum to Store Development Agreement and Franchise AgreementC.Sample Loan Documents:C-1. CIT Security AgreementC-2. CIT GuarantyC-3. Comerica SBA Security AgreementC-4. NCB GuarantyC-5. NCB Security AgreementC-6. Sovereign Single GuarantorC-7. Sovereign Security AgreementD.LeaseE.Option to Assume (Franchisee's) LeaseF-1. Rider to Contract for SaleF-2. Agreement to Transfer by the Sale of AssetsG.Option AgreementH.Participant AgreementI.Contract for SaleJ.Termination of Franchise Agreement [, Sublease] and General ReleaseK.General ReleaseL.Temporary Operating AgreementM.Intranet Terms of UseN.Product Supplier Consent AgreementOther ExhibitsSchedule AList of Registered AgentsSchedule BDirectory of Administrative AgenciesSchedule CAdditional Personnel - IllinoisAppendix IState Laws on Selected MattersAppendix IIState Schedules/Addenda to ContractsAppendix IIIOperating Manual Table of ContentsAppendix IVMarket/Region ListAppendix VCurrent List of Dunkin’ Donut/Baskin-Robbins Combo StoresItem 23 Receiptsii

Item 1: The Franchisor, and any Parents, Predecessors and AffiliatesThe Franchisor is Dunkin' Donuts Franchising LLC, which will be referred to as “DD”, "we" or "us". The term "you"means the person, corporation, limited liability company, partnership or other legal entity that is granted the franchise(as well as the direct and indirect owners of any corporation, limited liability company, partnership, or other legalentity that becomes a franchisee).We are a special purpose, Delaware limited liability company. Our principal place of business is 130 Royall Street,Canton, Massachusetts 02021. We currently do business under the mark Dunkin’ Donuts and in the organizationalname “Dunkin' Donuts Franchising LLC.” Our agents for service of process are disclosed on Schedule A.At the end of our last fiscal year, on December 29, 2007, there were 5,863 franchised Dunkin' Donuts storesoperating in the United States and an additional 2,219 Dunkin' Donuts stores operating in 30 other countries, but nocompany-owned Dunkin' Donuts stores. Six of the franchised Dunkin' Donuts stores (both in U.S. andinternationally) are operated on military bases. Some of these Dunkin’ Donuts units are part of stores that operatewith Baskin-Robbins operations (“Combo Stores”). We do not conduct any business activity other than franchisingDunkin’ Donuts stores.We are not currently offering Combo Stores, however, we are honoring existing commitments for the developmentof Combo Stores. If you are developing a Combo Store or purchasing an existing Combo Store, you will receiveseparate disclosure documents for each of the Dunkin’ Donuts/Baskin-Robbins brands.Our Parent, Predecessors and Affiliates - The Securitization Financing TransactionOur parent company is DB Franchising Holding Company LLC (“Franchisor Holdco”), a Delaware limitedliability company. Franchisor Holdco is a wholly-owned subsidiary of DB Master Finance LLC (“DB MasterFinance”), a Delaware limited liability company. In turn, DB Master Finance is an indirect wholly-ownedsubsidiary of Dunkin’ Brands, Inc. (“Dunkin’ Brands”), a Delaware corporation.We and our affiliate Baskin-Robbins Franchising LLC (“BR”) are special purpose, Delaware limited liabilitycompanies, formed on or about March 15, 2006 as part of the Securitization Financing Transaction describedbelow. Before May 26, 2006, the franchisors for these 2 brands were Baskin-Robbins USA LLC, originally aCalifornia corporation (formerly known as Baskin-Robbins USA, Co.), which was converted to a California limitedliability company on March 1, 2006; and Dunkin’ Donuts LLC, originally a Delaware corporation (formerly knownas Dunkin’ Donuts Incorporated), which was converted to a Delaware limited liability company on March 1, 2006.Before the Securitization Financing Transaction, Baskin-Robbins USA LLC and Dunkin’ Donuts LLC were director indirect wholly-owned subsidiaries of Dunkin’ Brands. Baskin-Robbins USA LLC and Dunkin’ Donuts LLCcontinue to be direct or indirect, wholly-owned subsidiaries of Dunkin’ Brands following the SecuritizationFinancing Transaction and are the indirect parent companies of DB Master Finance.DB Master Finance is a Delaware limited liability company that was formed on March 15, 2006 as part of thetransaction to refinance the approximately 1.5 billion in debt incurred when Dunkin’ Brands was sold by PernodRicard, S.A. to investment funds sponsored by Bain Capital Partners, LLC, The Carlyle Group, and Thomas H. LeePartners L.P. on March 1, 2006 (the “Securitization Financing Transaction”). These funds, through a holdingcompany, own Dunkin’ Brands Holdings, Inc., which, in turn, owns all of the shares of Dunkin’ Brands.As part of the Securitization Financing Transaction, existing franchise, store development and related agreements ofthe Baskin-Robbins and Dunkin’ Donuts brands were transferred to Baskin-Robbins Franchised Shops LLC andDunkin’ Donuts Franchised Restaurants LLC (respectively, the “BR Assets Holder” and the “DD Assets Holder”),respectively, both of which are special purpose, wholly-owned Delaware limited liability subsidiaries of DB MasterFinance that were formed on March 15, 2006. Also as part of the Securitization Financing Transaction, Baskin1

Robbins International LLC, a wholly-owned subsidiary of Baskin-Robbins LLC formed for the purpose ofconducting certain international business relating to the Baskin-Robbins brand, transferred certain licenseagreements and related agreements, and certain related joint venture interests and rights relating to the BR AssetsHolder or the DD Assets Holder, as applicable. The intellectual property of the Baskin-Robbins and Dunkin’Donuts brands were transferred to newly formed, special purpose Delaware limited liability companies, BR IPHolder LLC and DD IP Holder LLC, respectively (collectively, the “IP Holders”).At the time of the Securitization Financing Transaction, the IP Holders entered into a 99 year non-exclusivelicensing agreement with DB Master Finance giving it the right to use and sublicense the use of the intellectualproperty related to the Baskin-Robbins and Dunkin’ Donuts brands, including all trademarks. DB Master Financehas, in turn, licensed to BR and DD the right to use and sublicense the use of all intellectual property andtrademarks necessary to operate their respective businesses. DB Master Finance has also entered into licenseagreements with Baskin-Robins Franchised Shops LLC and Dunkin’ Donuts Franchised Restaurants, giving thesecompanies the right to use all of the intellectual property and trademarks necessary to operate their respectivebusinesses.At the time of the Securitization Financing Transaction, BR and DD entered into a servicing agreement withDunkin’ Brands. Under the servicing agreement, Dunkin’ Brands will provide all support and services requiredunder franchise agreements entered into by each of these companies. Dunkin' Brands employs all the persons whowill provide service to you under the terms of your franchise agreements. Under the servicing agreement, Dunkin’Brands will also provide all support and services required under franchise agreements transferred to the FranchiseAssets Holders as part of the Securitization Financing Transaction. Dunkin’ Brands will also assist thesecompanies as applicable in managing the Dunkin’ Donuts and Baskin-Robbins systems, marketing and offering newand renewal franchise agreements, implementing quality assurance programs and otherwise fulfilling their dutiesand obligations under their franchise agreements. Dunkin’ Brands will receive weekly serving fees for the servicesit provides. If Dunkin’ Brands fails to perform its obligation under the Servicing Agreement, then Dunkin’ Brandsmay be replaced as the franchise service provider. However, as the franchisor, DD will always be responsible tomake sure that all services and support are performed under their franchising agreements.As part of the Securitization Financing Transaction, DB Master Finance, the Franchise Assets Holders and the IPHolders issued, pursuant to a base indenture, fixed rate notes in the initial principal amount of 1.6 billion andvariable funding notes under which DB Master Finance and its affiliated co-issuers can draw up to an additional 100.0 million, on a revolving basis. All of the assets of DB Master Finance and its subsidiaries, including allBaskin-Robbins and Dunkin’ Donuts franchise agreements, have been pledged as security for the debt incurred inthe Securitization Financing Transaction.Besides the affiliates and predecessors described above, other affiliates were formed at or around the time of theSecuritization Financing Transaction to own certain assets of various predecessors or affiliates of Dunkin’ Brandsand to conduct the activities described below. These affiliates include: DB UK Franchising LLC, a Delawarelimited liability company organized on March 15, 2006, which is the franchisor of the Baskin-Robbins system inthe United Kingdom; DB Canadian Franchising ULC, a Nova Scotia unlimited liability company formed on March20, 2006, which is the franchisor of Dunkin’ Donuts and Baskin-Robbins stores in Canada; DB Canadian SupplierInc. and DB Canadian Holding Company Inc., both of which are Delaware corporations formed on March 15, 2006and which are the direct or indirect parent companies of DB Canadian Franchising ULC; and DB Real Estate AssetsI LLC and DB Real Estate Assets II LLC, both of which are Delaware limited liability companies formed on March15, 2006 and which own or hold prime leases for properties that are leased or subleased to franchisees for theoperation of stores. None of DB Real Estate Assets I LLC, DB Real Estate Assets II LLC, DB Canadian SupplierInc., or DB Canadian Holding Company Inc. have ever operated Dunkin’ Donuts or Baskin-Robbins stores, oroffered franchises in any line of business.2

Our Predecessors’ Prior ExperienceThe Dunkin’ Donuts System. Dunkin' Donuts Incorporated was incorporated on January 15, 1960, as UniversalFood Systems, Inc., and changed its name on October 24, 1967. Dunkin' Donuts Incorporated's predecessor,Dunkin' Donuts of America, Inc. (“DDoA”) a Massachusetts corporation incorporated June 24, 1954, was mergedinto Dunkin' Donuts Incorporated in December 1987. DDoA began operating Dunkin’ Donuts stores in 1954 andbegan franchising in 1955. DDoA continuously granted franchises until it merged with Dunkin' DonutsIncorporated (now Dunkin’ Donuts LLC, a Delaware limited liability company), which continuously grantedfranchises until the date of the Securitization Financing Transaction.Mister Donut of America, Inc. (“MDoA”), formerly franchised coffee and doughnut stores under the name “MisterDonut.” MDoA began offering franchises in 1959. MDoA was acquired by Dunkin' Donuts Incorporated onMarch 30, 1990. Most Mister Donut stores in operation at that time converted to the Dunkin' Donuts system.Many of the remaining Mister Donut stores signed Trademark License Agreements allowing them to use the MisterDonut trademark until February 28, 1997. After that date, those stores de-identified as Mister Donut stores. Thereare no stores currently operating in the U.S. under the Mister Donut name.Our Affiliates’ Prior ExperienceThe Baskin-Robbins System. Baskin-Robbins USA, Inc., a California corporation (now Baskin-Robbins USA LLC,a California limited liability company) began manufacturing and distributing ice cream products (itself or throughthird party vendors) in 1946. It began offering franchises in 1960. The former parent company of Baskin-RobbinsUSA, Inc., Baskin-Robbins Incorporated, a Delaware corporation (now Baskin-Robbins LLC, a Delaware limitedliability company), granted area franchises for the manufacture of ice cream, frozen yogurt and other relatedproducts. As noted, all franchise and related agreements of these companies were transferred to Baskin-RobbinsFranchised Shops LLC as of the date of the Securitization Financing Transaction.Baskin-Robbins Incorporated was also the parent company of Baskin-Robbins International Company (nowBaskin-Robbins International LLC, a Delaware limited liability company). Beginning in July 1976, BaskinRobbins International Company entered into license agreements and joint and joint venture agreements withindividuals or business entities outside the United States for the development and operation of Baskin-Robbinsbranded stores. Baskin-Robbins International Company does not operate any company-owned stores. As noted,certain license agreements and related agreements, and certain related joint venture interests and rights of BaskinRobbins International LLC were transferred to the BR Assets Holder or the DD Assets Holder, as applicable, at thetime of the Securitization Financing Transaction.SVC Service II LLC (“SVC”) is a Colorado limited liability company and a direct subsidiary of Dunkin’ Brands.Since June 2006, SVC has managed and implemented the Stored Value Card, which as of the date this DisclosureDocument was prepared was only available to Dunkin’ Donuts stores in limited geographic areas. SVC's activitieswere managed by SVC Services LLC (SVC I) until June 2006, when SVC I transferred all its interests to Dunkin’Brands.Allied Domecq PLC acquired the Baskin-Robbins system in 1973 and the Dunkin’ Donuts system in 1990. AlliedDomecq’s principal business address was The Pavilion, Bridgewater Road, Bedminster Down, Bristol, England.Allied Domecq’s business included the production and marketing of various spirits, wines and liquors. AlliedDomecq PLC was known as Allied-Lyons PLC until September 1, 1994, when it changed its name to AlliedDomecq PLC in connection with a merger. On July 26, 2005, Pernod Ricard S.A. acquired Allied Domecq PLC.Pernod Ricard S.A. has been primarily engaged in the manufacture and sale of wine and spirits, with itsheadquarters located in Paris, France (at 12, Place des Etats Unis, 75783 Paris cedex 16, France).On December 12, 2005, Pernod Ricard S.A. and certain subsidiaries of Allied Domecq PLC entered into anagreement to sell Dunkin' Brands (including the Dunkin' Donuts and Baskin-Robbins systems) to the investment3

funds described above. The closing of the sale occurred on March 1, 2006. Information about the private equityfirms that have sponsored these investment funds follows: Bain Capital Partners, LLC, headquartered in Boston, is a global private investment firm that managesseveral pools of capital including private equity, venture capital, public equity and leveraged debt assets.Bain Capital Partners, LLC has made private equity investments and add-on acquisitions in variouscompanies around the world, including quick service restaurants (such as Domino's Pizza and Burger King)and retailers (such as Toys "R" Us, Dollarama, and Staples). The Carlyle Group, headquartered in Washington, D.C., is a global private equity firm which invests inbuyouts, venture capital, real estate and leveraged finance in Asia, Europe and North America, focusing onaerospace and defense, automotive and transportation, consumer and retail, energy and power, healthcare,industrial, technology and business services and telecommunications and media. Thomas H. Lee Partners, L.P. is a Boston-based private equity firm focused on identifying and acquiringsubstantial ownership positions in growth companies. Transactions sponsored by the firm include: FisherScientific International, General Nutrition Centers, Houghton Mifflin, Michael Foods, Nortek,ProSiebenSat. 1, Rayovac, Simmons Company, Snapple Beverage, TransWestern Publishing, WarnerChilcott, and Warner Music Group.Unless otherwise noted, the principal place of business of each parent, all affiliates and predecessors describedabove is 130 Royall Street, Canton, Massachusetts 02021 (and, before that, 14 Pacella Park Drive, Randolph,Massachusetts). Unless otherwise described above, none of these affiliates have engaged in any other lines ofbusiness, nor have they offered franchises in any line of business.The Dunkin' Donuts FranchiseIf you sign a franchise agreement, you will operate a franchised Dunkin’ Donuts Store. Under our franchiseagreement, we grant our franchisees the right (and they accept the obligation) to operate a Dunkin' Donuts Store,selling doughnuts, coffee, bagels, muffins, compatible bakery products, croissants, pizzas, snacks and othersandwiches and beverages that we approve. We may periodically make changes to the systems, menu, standards,and facility, signage, equipment and fixture requirements. You may have to make additional investments in thefranchised business periodically during the term of the franchise if those kinds of changes are made or if yourstore’s equipment or facilities wear out or become obsolete, or for other reasons (for example, as may be needed tocomply with a change in the system standards or code changes). All Dunkin' Donuts Stores must be developed andoperated to our specifications and standards. Uniformity of products sold in Dunkin' Donuts Stores is important,and you have no discretion in the products you sell. The franchise agreement is limited to a single, specific locationand we have the right to operate or franchise or license others who may compete with you for the same customers.The distinguishing characteristics of the Dunkin’ Donuts System include, for example, distinctive exterior and interiordesign, decor, color and identification schemes and furnishings; special menu items; standards, specifications andprocedures for operations, manufacturing, distribution and delivery; quality of products and services offered;management programs; training and assistance; and marketing, advertising and promotional programs, all of which wemay change, supplement, and further develop.The typical Dunkin' Donuts Store depends upon serving a large number of customers for its success and isgenerally located in heavily populated areas. Most products are purchased primarily for off-premises consumption:"take-out" is estimated at 70-100% of sales, which may vary by region.DD encourages you to develop a network of Dunkin’ Donuts Stores within a targeted area or areas under the StoreDevelopment Program. A network typically consists of a manufacturing store that supplies bakery products to oneor more satellite stores. We believe that networks best leverage the manufacturing store's production capacity. Insome markets, franchisees cooperatively own a co-operative manufacturing location. Satellite stores typically costless to develop than manufacturing stores (though satellite Combo Stores can cost as much, or more, to develop4

than some manufacturing stores). Developing and operating a network of stores is generally more challenging thandeveloping and operating a single store.Periodically, franchisees sell existing stores at varying prices and terms. Also, we may also periodically sellexisting company-operated stores or existing franchised stores we have bought or taken back from franchisees.Many factors affect the sales price and terms for existing stores, such as location, age, length of remainingoccupancy and franchise rights, rent, physical condition, operating history, whether the purchase price is paid incash or financed over time, the prices and terms on which comparable stores have been sold in the market and thenegotiations of the parties.If you agree to buy an existing store from a franchisee, we may exercise our right of first refusal. If we do not, thenyou and the seller must comply with the transfer provisions of the seller's franchise agreement, such as obtainingour approval of the terms of sale and of your qualifications to be a franchisee, correcting any defects in thecondition of the Store, paying a transfer fee, signing a new franchise agreement, and other conditions in thefranchise agreement. You may also have to comply with transfer provisions of the seller's lease.You may not achieve potential economies of scale until you have a number of stores operating in the storedevelopment area. You should have sufficient working capital to cover potential operating losses and developmentcosts which may be incurred until the ad

The total investment necessary to begin operation of a DD franchise ranges from 240,250 to 1,699,850. This . The following States require that the Franchise Disclosure Document be registered or filed with the State, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North