EXHIBIT 4.1


 


EXECUTION VERSION 


 


AMENDMENT NO. 6
TO THE AMENDED AND RESTATED BASE INDENTURE


THIS AMENDMENT NO.
6 TO THE AMENDED AND RESTATED BASE INDENTURE, dated as of March 30, 2021 (this “Amendment”), is entered into
by and among (i) DRIVEN BRANDS FUNDING, LLC, a Delaware limited liability company, as a co-issuer (the “Issuer”),
(ii) Driven Brands Canada Funding Corporation, a Canadian corporation, as a co-issuer
(the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers”), and (iii) CITIBANK,
N.A., a national banking association, not in its individual capacity, but solely in its capacity as the trustee under the Indenture
referred to below (together with its successors and assigns in such capacity, the “Trustee”). Capitalized terms
used and not defined herein shall have the meanings set forth or incorporated by reference in the Indenture.


RECITALS


WHEREAS, the Co-Issuers
(including the Canadian Co-Issuer as of the Series 2020-1 Closing Date) and the Trustee have entered into the Amended and Restated
Base Indenture, dated as of April 24, 2018, as amended by Amendment No. 1 to the Amended and Restated Base Indenture, dated as
of March 19, 2019, Amendment No. 2 to the Amended and Restated Base Indenture, dated as of June 15, 2019, Amendment No. 3 to the
Amended and Restated Base Indenture, dated as of September 17, 2019, Amendment No. 4 to the Amended and Restated Base Indenture,
dated as of July 6, 2020, and Amendment No. 5 to the Amended and Restated Base Indenture, dated as of December 14, 2020 (as the
same may be further amended, supplemented or otherwise modified from time to time prior to the date hereof and exclusive of the
Series Supplements thereto, the “Base Indenture” and together with each Series Supplement entered into on or
prior to the date hereof and any additional Series Supplements thereto entered into from time to time, the “Indenture”).


WHEREAS, Section
13.2(a) of the Base Indenture provides, among other things, that the Co-Issuers and the Trustee, subject to implementation
by the Control Party (acting with the consent and at the direction of the Controlling Class Representative) pursuant to Section
11.4(b) of the Base Indenture, may at any time, and from time to time, make certain amendments, waivers and other modifications
to the Base Indenture, including the type of amendments set forth in Section 1 of this Amendment.


WHEREAS, the Co-Issuers
desire to amend the Base Indenture in certain respects, as hereinafter set forth.


WHEREAS, pursuant
to Section 11.4(b) of the Base Indenture and the consent and direction of the Controlling Class Representative set forth
on the signature page hereto in respect of the amendments set forth in Section 1 of this Amendment, the Control Party has implemented
such amendments, including via the execution and delivery by the Co-Issuers and the Trustee of this Amendment.


NOW, THEREFORE, in
consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:



    	 	 	 



     


    




 


1.                  
Amendments to the Base Indenture Pursuant to Section 13.2(a). The Co-Issuers and the Trustee agree, in accordance
with the implementation by the Control Party (acting with the consent and at the direction of the Controlling Class Representative)
pursuant to Section 11.4(b) of the Base Indenture, to amend the Base Indenture to delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and add the bold and double-underlined text (indicated
textually in the same manner as the following example: bold and double-underlined text) as follows pursuant to, and
in accordance with, the terms and conditions of, Section 13.2(a) of the Base Indenture:


 


(a)        The
first sentence of Section 5.16 of the Base Indenture shall be amended as follows:


 


“During the period commencing
on the Series 2015-1 Closing Date and ending on the Final Series Legal Final Maturity Date, the Co-Issuers may (but are not required
to) designate Retained Collections Contributions to be included in Net Cash Flow, but not more than (x) for all Retained
Collections Contributions made in any Quarterly Fiscal Period, the greater of (A) 4% of Net Cash Flow over the immediately preceding
four (4) Quarterly Fiscal Periods for which financial statements have been delivered as of the relevant date of determination and
(B) $210,000,000 in any Quarterly Fiscal Period or more than, (y)
for Retained Collections Contributions made during any period of four (4) consecutive Quarterly Fiscal Periods, the greater of
(A) 8% of Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods for which financial statements have been
delivered as of the relevant date of determination and (B) $420,000,000 during any
period of four (4) consecutive Quarterly Fiscal Periods or more than (z) for Retained Collections
Contributions made from the Series 2015-1 Closing Date to the Final Series Legal Final Maturity Date, the greater of (A) 16% of
Net Cash Flow over the immediately preceding four (4) Quarterly Fiscal Periods for which financial statements have been delivered
as of the relevant date of determination and (B) $140,000,000 from the Series 2015-1
Closing Date to the Final Series Legal Final Maturity Date; provided, that any Retained Collections Contributions
made to the Co-Issuers following a Quarterly Fiscal Period, but on or before the related Quarterly Calculation Date, may, at the
Co-Issuers’ discretion as designated in the next Weekly Manager’s Certificate or Quarterly Noteholders’ Report,
as applicable, be included in Net Cash Flow for such Quarterly Fiscal Period; provided, further, that any
Retained Collections Contributions shall be excluded from the amount of Net Cash Flow for purposes of calculating the New Series
Pro Forma DSCR in connection with the issuance of any new Series.”


 


(b)        The
definition of “Driven Brands Leverage Ratio” set forth in Annex A to the Base Indenture shall be amended as follows:



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““Driven Brands Leverage
Ratio” means, as of any date of determination, the ratio of (a) (i) Indebtedness of the Driven Brands Entities (provided
that, solely for purposes of calculating any Series Non-Amortization Test with respect to each Series of Notes issued on
or prior to the Series 2020-1 Closing Date, with respect to each Series of Class A-1 Notes Outstanding, the aggregate principal
amount of each such Series of Class A-1 Notes will be deemed to be equal to the Class A-1 Notes Maximum Principal Amount for each
such Series) as of the end of the most recently ended Quarterly Fiscal Period less (ii) the sum of (v) the cash and cash equivalents
of the Driven Brands Entities credited to the Interest Reserve Accounts in respect of the Senior Notes and the Senior Subordinated
Notes and the Cash Trap Reserve Accounts as of the end of the most recently ended Quarterly Fiscal Period, (w) the cash and cash
equivalents of the Securitization Entities maintained in the Management Accounts that, pursuant to a Weekly Manager’s Certificate
delivered on or prior to such date, will be paid to the Managers or constitute the U.S. Residual Amount or Canadian Residual Amount
on the next succeeding Weekly Allocation Date, (x) the available amount of each Interest Reserve Letter of Credit as of the end
of the most recently ended Quarterly Fiscal Period, (y) the unrestricted cash and cash equivalents of the Non-Securitization Entities
and, to the extent consisting of the U.S. Residual Amount or Canadian Residual Amount, the Securitization Entities
as of the end of the most recently ended Quarterly Fiscal Period (in each case, excluding any unrestricted cash or cash equivalents
contributed to the Driven Brands Entities solely with the intent of satisfying such condition in bad faith and immediately redistributed
to the parent companies of the Driven Brands Entities) and (z) the cash and cash equivalents of the Securitization Entities maintained
in any Pre-Funding Account and any Pre-Funding Reserve Account to (b) Run Rate Adjusted EBITDA of the Driven Brands Entities for
the immediately preceding four (4) Quarterly Fiscal Periods most recently ended as of such date and for which financial statements
are required to have been delivered. The Driven Brands Leverage Ratio shall be calculated in accordance with Section 14.17(a) of
the Base Indenture.”


 


2.                  
Effectiveness. Subject to receipt by the Trustee of (i) an Opinion of Counsel pursuant to Section 13.3, Section
13.6 and Section 14.3 of the Base Indenture and (ii) an Officers’ Certificate pursuant to Section 13.6
and Section 14.3 of the Base Indenture duly executed by the Co-Issuers, this Amendment shall become effective on the date
hereof upon the execution and delivery of this Amendment by the Co-Issuers and the Trustee.


 


3.                  
Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Base Indenture
shall remain in full force and effect and each reference to the Base Indenture and words of similar import in the Base Indenture,
as amended hereby, shall be a reference to the Base Indenture as amended hereby and as the same may be 



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further amended, supplemented
or otherwise modified and in effect from time to time. This Amendment shall not be deemed to expressly or impliedly waive, amend
or supplement any provision of the Base Indenture, other than as set forth herein. This Amendment may not be amended, supplemented
or otherwise modified, except in accordance with the terms of the Base Indenture. This Amendment constitutes a Supplement pursuant
to Section 13.3 of the Base Indenture. This Amendment shall inure to the benefit of, and be binding on, the respective successors
and assigns of the parties hereto, each Noteholder and each other Secured Party.


 


4.                  
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK).


 


5.                  
Counterparts. This Amendment may be executed by the parties hereto in several counterparts (including by facsimile,
email, electronic signature or other electronic means of communication), each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute but one and the same agreement.


 


6.                  
Matters relating to the Trustee. The Trustee makes no representations or warranties as to the correctness of the
recitals contained herein, which shall be taken as statements of the Co-Issuers, or the validity or sufficiency of this Amendment
and the Trustee shall not be accountable or responsible for, or with respect to, nor shall the Trustee have any responsibility
for, any provisions thereof. In entering into this Amendment, the Trustee shall have all of the rights, powers, duties and obligations
of the Trustee under the Base Indenture and any other Transaction Document to which the Trustee is party and, for the avoidance
of doubt, shall be entitled to the benefit of every provision thereunder relating to the conduct of, or affecting the liability
of, or affording protection to, the Trustee.


 


7.                  
Representations and Warranties. Each party hereto represents and warrants to each other party hereto that this Amendment
has been duly and validly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable
against such party in accordance with its terms.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.


	 	DRIVEN BRANDS FUNDING, LLC,	 
	 	as Issuer	 
	 	 	 	 
	 	By:	/s/ Scott O’Melia 	 
	 	 	Name: Scott O’Melia	 
	 	 	Title: Executive Vice President and Secretary	 
	 	 	 	 
	 	Driven Brands Canada Funding Corporation, as Canadian Co-Issuer	 
	 	 	 	 
	 	By:	/s/ Scott O’Melia	 
	 	 	Name: Scott O’Melia	 
	 	 	Title: Executive Vice President and Secretary	 


 


 


Amendment No. 6 to Amended and Restated Base
Indenture



    	 		 



     


    




	 	
        CITIBANK, N.A.,

        in its capacity as Trustee
	 
	 	 	 	 
	 	By:	/s/ Anthony Bausa	 
	 	 	Name:  Anthony Bausa	 
	 	 	Title:    Senior Trust Officer	 


 


Amendment No. 6 to Amended and Restated Base
Indenture



    	 		 



     


    

In accordance with Section
2.4 of the Servicing Agreement, Midland Loan Services, a division of PNC Bank, National Association, in its capacity as Control
Party with the consent and at the direction of the Controlling Class Representative (pursuant to Section 11.4(b) of the Base Indenture),
hereby implements the amendments set forth in Section 1 of this Amendment, including via the execution and delivery by the Co-Issuers
and the Trustee of this Amendment (but for the avoidance of doubt, will be deemed not to consent to any provision of this Amendment
including any provision pursuant to the Base Indenture or any other Transaction Document) for any purpose under the Base Indenture
or any other Transaction Document and will be deemed not to implement any provision of this Amendment (including any provision
pursuant to the Base Indenture or any other Transaction Document) to which it is not required to do so for any purpose under the
Base Indenture or any other Transaction Document).


 


 


 


	
        MIDLAND LOAN SERVICES,

        a division of PNC Bank, National Association,

        as Control Party

	 	 
	 	 
	By:	/s/ David Bornheimer
	Name:	David Bornheimer
	Title:	Vice President


 


 


 


Amendment No. 6 to Amended and Restated Base
Indenture



    	 		 



     


    


CONSENT AND DIRECTION OF CONTROLLING CLASS
REPRESENTATIVE:


Athene Annuity and
Life Company, in its capacity as Controlling Class Representative, hereby consents to and directs the Control Party (pursuant to
Section 11.4(b) of the Base Indenture) to implement the amendments set forth in Section 1 of this Amendment, including via the
execution and delivery by the Co-Issuers and the Trustee of this Amendment (but for the avoidance of doubt, will be deemed not
to consent to any provision of this Amendment (including any provision pursuant to the Base Indenture or any other Transaction
Document) for any other purpose under the Base Indenture or any other Transaction Document or to direct, with its consent, the
Control Party to implement any provision of this Amendment (including any provision pursuant to the Base Indenture or any other
Transaction Document) to which it is not required to do so for any purpose under the Base Indenture or any other Transaction Document).


	Athene Annuity and Life Company, 
	as Controlling Class Representative
	 	 
	By:	Apollo Insurance Solutions Group LP,

                                 its investment adviser

	 	 
	By:	Apollo Capital Management, L.P.,

                                 its sub-adviser

	 	 
	By:	Apollo Capital Management GP, LLC,

                                 its General Partner

	 	 
	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title: 	Vice President


 





Amendment No. 6 to Amended and Restated Base
Indenture