Common use of Restructuring Proposal Clause in Contracts

Restructuring Proposal. Franchisee shall submit to Franchisor a written restructuring plan (“Proposal”) within thirty (30) days of the date of this Agreement (the “Proposal Deadline”). The Proposal shall consist of a detailed written plan for how Franchisee will obtain the necessary capital (including identifying all sources of capital funding) and otherwise restructure its business to enable it to comply with the remodeling requirements set forth in the Notices and meet Franchisee’s upgrading obligations for all Facilities under the Franchise Agreements. The Proposal shall include, without limitation, the following: (a) Listing of all Facilities with: (i) cross reference between Franchisee and Franchisor numbering conventions; and (ii) indication of fee and leased properties; (b) Store level P&L statements through April 30, 2011 or Franchisee’s equivalent period end date; (c) Updated (as of April 30, 2011) balance sheet for Franchisee’s businesses; (d) Updated (as of April 30, 2011) accounts payable aging summary; (e) Aggregated income statements (including above store/G&A expenses) for Franchisee’s: (i) KFC business; (ii) Single branded Taco ▇▇▇▇ business; and (iii) Total Franchisee business (f) Detail supporting G&A structure of KFC, single branded Taco ▇▇▇▇ and overall Franchisee businesses. (g) Detailed debt disclosure, including: (i) Amount of debt by lender for all Franchisee businesses; (ii) Amount of debt by line of business (e.g. KFC, Taco ▇▇▇▇, and any wholly owned subsidiaries); (iii) Amount of debt by store (for all brands – KFC, Taco ▇▇▇▇, etc.); (iv) How each loan is collateralized (e.g., by land only, land and real property, cross collateralization, etc.); (v) Interest rate and indication of floating or fixed for each loan; (vi) Maturity of each loan; (vii) Monthly payment of each loan in aggregate; (viii) Monthly payment of each loan by store; and (ix) Loan covenant schedule, including: (A) calculation formula; (B) frequency of calculation; and (C) an indication of whether required covenant levels are part of any Loan Modification Agreement referenced in Franchisee’s 10-Q disclosure. (h) Cash flow model for last 2 years and for the next 5 years with the following: (i) Same store sales assumption by brand; (ii) Inflation factor by food, labor, other; (iii) Capex schedule with cost assumptions; (iv) Debt service coverage ratio; (v) Fixed charge coverage ratio; and (vi) Assumptions of any cost controlling outcomes (e.g., rent decreases negotiated by Prime Locations). (i) Sources of potential capital and anticipated terms; (j) Up-to-date sale / leaseback candidate worksheet; (k) Details of potential debt refinancing – assumptions on amortization, rate, pro-forma monthly repayment amounts, securitization, etc. (l) Copies of all agreements with brokers, marketing companies and other consultants that Franchisee has engaged or intends to engage to assist in the disposition of any Franchisee properties, buildings and other assets, such as sale leaseback transactions; and (m) Bi-weekly updates on capital funding efforts, including, but not limited to, marketing reports, status of negotiations with potential purchasers and market research.

Restructuring Proposal. Franchisee shall submit to Franchisor a written restructuring plan (“Proposal”) within thirty (30) days of the date of this Agreement (the “Proposal Deadline”). The Proposal shall consist of a detailed written plan for how Franchisee will obtain the necessary capital (including identifying all sources of capital funding) and otherwise restructure its business to enable it to comply with the remodeling requirements set forth in the Notices and meet Franchisee’s upgrading obligations for all Facilities under the Franchise Agreements. The Proposal shall include, without limitation, the following: (a) Listing of all Facilities with: (i) cross reference between Franchisee and Franchisor numbering conventions; and (ii) indication of fee and leased properties; (b) Store level P&L statements through April 30November 7, 2011 2010 or Franchisee’s equivalent period end date; (c) Updated (as of April 30November 7, 20112010) balance sheet for Franchisee’s businesses; (d) Updated (as of April 30November 7, 20112010) accounts payable aging summary; (e) Aggregated income statements (including above store/G&A expenses) for Franchisee’s: (i) KFC business; (ii) Single branded Taco ▇▇▇▇ business; and (iii) Total Franchisee business (f) Detail supporting G&A structure of KFC, single branded Taco ▇▇▇▇ and overall Franchisee businesses. (g) Detailed debt disclosure, including: (i) Amount of debt by lender for all Franchisee businesses; (ii) Amount of debt by line of business (e.g. KFC, Taco ▇▇▇▇, and any wholly owned subsidiaries); (iii) Amount of debt by store (for all brands – — KFC, Taco ▇▇▇▇, etc.); (iv) How each loan is collateralized (e.g., by land only, land and real property, cross collateralization, etc.); (v) Interest rate and indication of floating or fixed for each loan; (vi) Maturity of each loan; (vii) Monthly payment of each loan in aggregate; (viii) Monthly payment of each loan by store; and (ix) Loan covenant schedule, including: (A) calculation formula; (B) frequency of calculation; and (C) an indication of whether required covenant levels are part of any Loan Modification Agreement referenced in Franchisee’s 10-Q disclosure. (h) Cash flow model for last 2 years and for the next 5 years with the following: (i) Same store sales assumption by brand; (ii) Inflation factor by food, labor, other; (iii) Capex schedule with cost assumptions; (iv) Debt service coverage ratio; (v) Fixed charge coverage ratio; and (vi) Assumptions of any cost controlling outcomes (e.g., rent decreases negotiated by Prime Locations). (i) Sources of potential capital and anticipated terms; (j) Up-to-date sale / leaseback candidate worksheet; (k) Details of potential debt refinancing – — assumptions on amortization, rate, pro-forma monthly repayment amounts, securitization, etc. (l) Copies of all agreements with brokers, marketing companies and other consultants that Franchisee has engaged or intends to engage to assist in the disposition of any Franchisee properties, buildings and other assets, such as sale leaseback transactions; and (m) Bi-weekly updates on capital funding efforts, including, but not limited to, marketing reports, status of negotiations with potential purchasers and market research.