Exhibit
4.10


SUPPLEMENTAL
INDENTURE


This
Supplemental Indenture, dated as of September 22, 2006 (this “Supplemental
Indenture” or “Subsidiary Guarantee”), among Vinny T’s Acquisition Corporation,
a Delaware corporation (the “Subsidiary Guarantor”), Bertucci’s Corporation, a
Delaware corporation f/k/a NE Restaurant Company (together with its successors
and assigns, the “Company”), and The Bank of New York Trust Company, N.A. (as
successor trustee to United States Trust Company of New York), as Trustee under
the Indenture referred to below (the “Trustee”).


W I T N E S S E T
H:


WHEREAS,
the Company and the Trustee have heretofore executed and delivered an
Indenture, dated as of July 20, 1998 (as amended, supplemented, waived or
otherwise modified, the “Indenture”), providing for the issuance of an
aggregate principal amount of $100.0 million of 103⁄4% Senior Notes due 2008 of
the Company (the “Securities”);


WHEREAS,
Section 3.12 of the Indenture provides that the Company is required to
cause each Restricted Subsidiary created or acquired by the Company to execute
and deliver to the Trustee a Subsidiary Guarantee pursuant to which such
Subsidiary Guarantor will unconditionally Guarantee, on a joint and several
basis, the full and prompt payment of the principal of, premium, if any and
interest on the Securities and all other payment obligations under the
Indenture on a senior unsecured basis; and


WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee and the Company
are authorized to execute and deliver this Supplemental Indenture to amend the
Indenture, without the consent of any Security holder.


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Subsidiary
Guarantor, the Company and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Securities as follows:


ARTICLE I


Definitions


SECTION
1.1  Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “Holders” in this Supplemental
Indenture shall refer to the term “Holders” as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such holders.  The words “herein,” “hereof” and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


ARTICLE II


Guarantee


SECTION
2.1  Guarantee.  The Subsidiary Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely
as surety, jointly and severally with each other Subsidiary Guarantor, to each
Holder of the Securities and to the Trustee the full and punctual payment when
due, whether at maturity, by acceleration, by redemption or otherwise, of the
principal of, premium, if any, and interest on the Securities and all other
amounts payable under the Indenture (all the foregoing being hereinafter collectively
called the “Obligations”).  The
Subsidiary Guarantor further agrees (to the extent permitted by law) that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that it will remain bound under this Article II
notwithstanding any extensions or renewal of any Obligation.













The
Subsidiary Guarantor waives presentation to, demand of payment from and protest
to the Company of any of the Obligations and also waives notice of protest for
nonpayment.  The Subsidiary Guarantor
waives notice of any default under the Securities or the Obligations.  The obligations of the Subsidiary Guarantor
hereunder shall not be affected by (a) the failure of any Holder to assert any
claim or demand or to enforce any right or remedy against the Company or any
other person under the Indenture, the Securities or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of the
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
(e) the failure of any Holder to exercise any right or remedy against any other
Subsidiary Guarantor; or (f) any change in the ownership of the Company.


The
Subsidiary Guarantor further agrees that its Subsidiary Guarantee constitutes a
guarantee of payment when due (and not a guarantee of collection) and waives
any right to require that any resort be had by any Holder to any security held
for payment of the Obligations.


The
obligations of the Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than
payment of the Obligations in full), including any claim or waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Obligations or
otherwise.  Without limiting the
generality of the foregoing, the obligations of the Subsidiary Guarantor herein
shall not be discharged or impaired or otherwise affected by the failure of any
Holder to assert any claim or demand or to enforce any remedy under the
Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of the Subsidiary Guarantor or would otherwise operate as
a discharge of the Subsidiary Guarantor as a matter of law or equity.


The
Subsidiary Guarantor further agrees that its Subsidiary Guarantee shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any of the
Obligations is rescinded or must otherwise be restored by any Holder upon the
bankruptcy or reorganization of the Company or otherwise.


In
furtherance of the foregoing and not in limitation of any other right which any
Holder has at law or in equity against the Subsidiary Guarantor by virtue
hereof, upon the failure of the Company to pay any of the Obligations when and
as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, the Subsidiary Guarantor hereby promises to and will,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid
amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not
prohibited by law).


The
Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantor,
on the one hand, and the Holders, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in the Indenture
for the purposes of its Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby and (y) in the event of any such declaration of
acceleration of such Obligations, such Obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantor for
the purposes of its Subsidiary Guarantee.


The
Subsidiary Guarantor also agrees to pay any and all reasonable costs and
expenses (including reasonable attorneys’ fees) incurred by the Trustee or the
Holders in enforcing any rights under this Section.


SECTION
2.2  Limitation on Liability;
Termination, Release and Discharge. 
The obligations of the Subsidiary Guarantor hereunder will be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of the Subsidiary Guarantor (including, without limitation,
any guarantees under the Senior Credit Agreement) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor
under its Subsidiary Guarantee or pursuant to its contribution obligations
under the Indenture or as set forth below, result in the













obligations of the
Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer under federal or state law.


The
Subsidiary Guarantor may consolidate with or merge into or sell its assets to
the Company or another Subsidiary Guarantor without limitation.  The Subsidiary Guarantor may consolidate with
or merge into or sell all or substantially all its assets to a corporation,
partnership or trust other than the Company or another Subsidiary Guarantor (whether
or not affiliated with the Subsidiary Guarantor).  Upon the sale or disposition of the
Subsidiary Guarantor (by merger, consolidation, the sale of all or
substantially all of its assets) to a Person (whether or not an Affiliate of
the Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale
or disposition is otherwise in compliance with the Indenture (including Section
3.7), the Subsidiary Guarantor shall be deemed released from all its
obligations under the Indenture and its Subsidiary Guarantee and this
Subsidiary Guarantee shall terminate; provided, however,
that any such termination shall occur only to the extent that all obligations
of the Subsidiary Guarantor under all of its guarantees of, and under all of
its pledges of assets or other security interests which secure, any other
Indebtedness of the Company shall also terminate upon such release, sale or
transfer.


SECTION
2.3  Right of Contribution.  The Subsidiary Guarantor hereby agrees that
to the extent that any Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made on the obligations under the Subsidiary
Guarantees, such Subsidiary Guarantor shall be entitled to seek and receive
contribution from and against the Company or any other Subsidiary Guarantor who
has not paid its proportionate share of such payment.  Each Subsidiary Guarantor’s right of
contribution shall be subject to the terms and conditions of Section 3.5
of the Indenture.  The provisions of this
Section 2.3 shall in no respect limit the obligations and liabilities of
the Subsidiary Guarantor to the Trustee and the Holders and the Subsidiary
Guarantor shall remain liable to the Trustee and the Holders for the full
amount guaranteed by the Subsidiary Guarantor hereunder.


SECTION
2.4  No Subrogation.  Notwithstanding any payment or payments made
by the Subsidiary Guarantor hereunder, the Subsidiary Guarantor shall not be
entitled to be subrogated to any of the rights of the Trustee or any Holder
against the Company or any other Subsidiary Guarantor or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Obligations, nor shall the Subsidiary Guarantor seek or be
entitled to seek any contribution or reimbursement from the Company or any
other Subsidiary Guarantor in respect of payments made by the Subsidiary
Guarantor hereunder, until all amounts owing to the Trustee and the Holders by
the Company on account of the Obligations are paid in full.  If any amount shall be paid to the Subsidiary
Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by the
Subsidiary Guarantor, and shall, forthwith upon receipt by the Subsidiary
Guarantor, be turned over to the Trustee in the exact form received by the
Subsidiary Guarantor (duly indorsed by the Subsidiary Guarantor to the Trustee,
if required), to be applied against the Obligations.


SECTION
2.5  Execution and Delivery of
Subsidiary Guarantee.  To further
evidence the Subsidiary Guarantees set forth in Section 2.1, each Subsidiary
Guarantor hereby agrees that a notation of its Subsidiary Guarantee,
substantially in the form of Exhibit D to the Indenture, shall be endorsed on
each Security authenticated and delivered by the Trustee.  The Subsidiary Guarantee of any Subsidiary
Guarantor shall be executed on behalf of such Subsidiary Guarantor by either
manual or facsimile signature of an Officer of such Subsidiary Guarantor who
shall have been duly authorized to so execute by all requisite corporate
action.  The validity and enforceability
of any Subsidiary Guarantee shall not be affected by the fact that it is not
affixed to any particular Security.


Each
of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set
forth in Section 2.1 shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Subsidiary Guarantee.


If
the Officer of a Subsidiary Guarantor whose signature is on this Supplemental
Indenture or a Subsidiary Guarantee no longer holds that office at the time the
Trustee authenticates the Security on which such Subsidiary Guarantee is
endorsed or any time thereafter, such Subsidiary Guarantor’s Subsidiary
Guarantee of such Security shall nevertheless be valid.


The
delivery of any Security by the Trustee, after the authentication thereof under
the Indenture, shall constitute due delivery of any Subsidiary Guarantee set
forth in this Supplemental Indenture on behalf of each Subsidiary Guarantor.













ARTICLE III


Miscellaneous


SECTION
3.1  Notices.  All notices and other communications
pertaining to this Guarantee or any Security shall be in writing and shall be
deemed to have been duly given upon the receipt thereof.  Such notices shall be delivered by hand, or
mailed, certified or registered mail with postage prepaid (a) if to the
Subsidiary Guarantor, at its address set forth below, with a copy to the
Company as provided in the Indenture for notices to the Company, and (b) if to
the Holders or the Trustee, as provided in the Indenture.  The Subsidiary Guarantor by notice to the
Trustee may designate additional or different addresses for subsequent notices
to or communications with the Subsidiary Guarantor.


SECTION
3.2  Parties.  Nothing expressed or mentioned in this
Guarantee is intended or shall be construed to give any Person, firm or
corporation, other than the Holders and the Trustee and the holders of any
Subsidiary Guarantor Senior Indebtedness, any legal or equitable right, remedy
or claim under or in respect of this Guarantee or any provisions herein
contained.


SECTION
3.3  GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE AND THE
SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


SECTION
3.4  Severability Clause.  In case any provision in this Guarantee shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability.


SECTION
3.5  Waivers and Remedies.  Neither a failure nor a delay on the part of
the Holders or the Trustee in exercising any right, power or privilege under
this Guarantee shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other of further exercise of any right, power or
privilege.  The rights, remedies and
benefits of the Holders and the Trustee herein expressly specified are
cumulative and not exclusive of any other rights, remedies or benefits which
either may have under this Guarantee or at law, in equity, by statute or
otherwise.


SECTION
3.6  Successors and Assigns.  Subject to Section 2.2 hereof, (a)
this Guarantee shall be binding upon and inure to the benefit of the Subsidiary
Guarantor, the Trustee, any other parties hereto, the Holders and their
respective successors and assigns and (b) in the event of any transfer or
assignment of rights by any Holder, the rights and privileges conferred upon
that party in this Guarantee and in the Securities shall automatically extend
to and be vested in such transferee or assignee, all subject to the terms and
conditions of this Guarantee and the Indenture.


SECTION
3.7  Modification, etc.  Subject to the provisions of, and except as
otherwise provided in, Article IX of the Indenture (including without
limitation Sections 9.1 and 9.2 thereof), no modification,
amendment or waiver of any provision of this Guarantee, nor the consent to any
departure by the Subsidiary Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and consented to by the Trustee
(with the consent of the Holders of at least a majority of the then outstanding
Securities if required by Section 9.2 of the indenture) and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which it was given.  No
notice to or demand on the Subsidiary Guarantor in any case shall entitle such
Subsidiary Guarantor or any other guarantor to any other or further notice or demand
in the same, similar or other circumstances.













SECTION
3.8  Entire Agreement.  This Guarantee is intended by the parties to
be a final expression of their agreement in respect of the subject matter
contained herein and, together with the Indenture, supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


SECTION
3.9  Ratification of Indenture;
Supplemental Indentures Part of Indenture. 
Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. 
This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby.  The
Trustee makes no representation or warranty as to the validity or sufficiency
of this Supplemental Indenture. 
Furthermore, each Subsidiary Guarantor that is a party hereto hereby
assumes any and all obligations of a Subsidiary Guarantor set forth in the
Indenture, whether or not such obligations are expressly specified in this
Supplemental Indenture.


SECTION
3.10  Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


SECTION
3.11  Headings.  The headings of the Articles and the sections
in this Guarantee are for convenience of reference only and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.


SECTION
3.12  The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Guarantee or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company and the Subsidiary Guarantor.


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IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above
written.


 


	
  

  	
  BERTUCCI’S CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen V. Clark

  	
   

  
	
   

  	
   

  	
  Stephen V. Clark

  
	
   

  	
   

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VINNY T’S ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen V. Clark

  	
   

  
	
   

  	
   

  	
  Stephen V. Clark

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
  Address: 155
  Otis Street

  
	
   

  	
   

  	
  Northborough, MA
  01532

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A.,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter M. Murphy

  	
   

  
	
   

  	
   

  	
  Peter M. Murphy

  
	
   

  	
   

  	
  Vice President