EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2001 • Tricon Global Restaurants Inc • Retail-eating places • New York
June 25, 1997 Mr. Andrall E. Pearson Clayton Dubilier & Rice, Inc. 375 Park Avenue, 18th Floor New York, New York 10152 Dear Andy: This letter agreement (the "Agreement") confirms the terms and conditions of your employment as Chairman and Chief...Letter Agreement • August 20th, 1997 • Tricon Global Restaurants Inc • Retail-eating places
UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 1998 • Tricon Global Restaurants Inc • Retail-eating places • New York
Exhibit 2.01 SEPARATION AGREEMENT SEPARATION AGREEMENT, dated as of _______ ___, 1997 (as amended, supplemented or otherwise modified, this "Agreement"), by and between PepsiCo, Inc., a North Carolina corporation ("PepsiCo"), and TRICON Global...Separation Agreement • August 21st, 1997 • Tricon Global Restaurants Inc • Retail-eating places • North Carolina
amongCredit Agreement • October 21st, 1997 • Tricon Global Restaurants Inc • Retail-eating places • New York
YUM! Brands, Inc. $1,100 million 4.625% Senior Notes due 2032 Underwriting AgreementUnderwriting Agreement • April 1st, 2021 • Yum Brands Inc • Retail-eating places • New York
YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,100 million principal amount of the 4.625% Senior Notes due 2032 (the “Securities”).
ContractCredit Agreement • July 22nd, 2008 • Yum Brands Inc • Retail-eating places • New York
CREDIT AGREEMENT dated as of July 11, 2008 among YUM! BRANDS, INC., The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ________________________________________________ BANK OF AMERICA, N.A. as Syndication Agent HSBC BANK USA, N.A. and THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agents BANCO BILBAO VIZCAYA ARGENTARIA, S.A., COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., FIFTH THIRD BANK, and U.S. BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents J.P. MORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner
YUM! BRANDS, inc. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 25, 2020 Debt SecuritiesIndenture • September 25th, 2020 • Yum Brands Inc • Retail-eating places • New York
INDENTURE, dated as of September 25, 2020, between YUM! Brands, Inc., a North Carolina corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
Exhibit 10.08 SALES AND DISTRIBUTION AGREEMENT This Sales and Distribution Agreement dated as of the 6th day of May, 1997, by and among PFS ("PFS"), an unincorporated division of PepsiCo, Inc., a North Carolina corporation, Pizza Hut, Inc., a Delaware...Sales and Distribution Agreement • August 20th, 1997 • Tricon Global Restaurants Inc • Retail-eating places
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2007 • Yum Brands Inc • Retail-eating places • Kentucky
THIS AGREEMENT, dated February 15, 2001, is made by and between Tricon Global Restaurants, Inc., a North Carolina corporation (the Company"), and Emil Brolick (the "Executive").
INDENTURE DATED AS OF , 1998 THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEETricon Global Restaurants Inc • February 5th, 1998 • Retail-eating places • New York
YUM! Brands, Inc. $1,000,000,000 5.375% Senior Notes due 2032 Underwriting AgreementUnderwriting Agreement • April 1st, 2022 • Yum Brands Inc • Retail-eating places • New York
YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,000,000,000 principal amount of the 5.375% Senior Notes due 2032 (the “Securities”).
GUARANTEE AND COLLATERAL AGREEMENT made by TACO BELL FRANCHISOR HOLDINGS, LLC, TACO BELL FRANCHISOR, LLC, TACO BELL FRANCHISE HOLDER 1, LLC and TACO BELL IP HOLDER, LLC, each as a Guarantor in favor of CITIBANK, N.A., as Trustee Dated as of May 11, 2016Guarantee and Collateral Agreement • May 16th, 2016 • Yum Brands Inc • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 11, 2016, made by TACO BELL FRANCHISOR HOLDINGS, LLC, a Delaware limited liability company (“Franchisor Holdco”), TACO BELL FRANCHISOR, LLC, a Delaware limited liability company (“Taco Bell Franchisor”), TACO BELL FRANCHISE HOLDER 1, LLC, a Delaware limited liability company (“Franchise Holder”), and TACO BELL IP HOLDER, LLC, a Delaware limited liability company (“IP Holder” and, together with Franchisor Holdco, Taco Bell Franchisor, Franchise Holder and any Future Securitization Entities, the “Guarantors” and, each, a “Guarantor”), in favor of CITIBANK, N.A., a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its permitted successors and assigns in such capacity, the “Trustee”) for the benefit of the Secured Parties.
YUM! BRANDS, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 21st, 2013 • Yum Brands Inc • Retail-eating places • Kentucky
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”), dated ___________, _____ (“Effective Date”), is made by and between YUM! Brands, Inc., a North Carolina corporation (“Company”), and _______________ (“Executive”).
UNDERWRITING AGREEMENT October 22, 2013Underwriting Agreement • October 31st, 2013 • Yum Brands Inc • Retail-eating places • New York
We (collectively, the “Manager”) are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the “Underwriters”), and we understand that YUM! Brands, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $325,000,000 aggregate principal amount ($323,797,500 initial offering price) of its 3.875% Senior Notes due November 1, 2023 (the “2023 Debt Securities”) and $275,000,000 aggregate principal amount ($274,876,250 initial offering price) of its 5.350% Senior Notes due November 1, 2043 (the “2043 Debt Securities” and, together with the 2023 Debt Securities, the “Debt Securities”).
MASTER LICENSE AGREEMENT Dated October 31, 2016 Between YUM! RESTAURANTS ASIA PTE. LTD. And YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITEDMaster License Agreement • November 3rd, 2016 • Yum Brands Inc • Retail-eating places • Texas
THIS MASTER LICENSE AGREEMENT (this “Agreement”) is made and entered into this 31st day of October, 2016 (the “Effective Date”) by and between Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore, having its offices at 99 Bukit Timah Road, #06-00, Singapore 229835 as “master licensee” (for purposes of this Agreement, “Licensor”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the laws of the People’s Republic of China, having its offices at 16/F Two Grand Gateway, 3 Hongqiao Road, Shanghai, the People’s Republic of China as “master sublicensee” (for purposes of this Agreement, “Licensee”). Licensor and Licensee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
INVESTMENT AGREEMENT DATED AS OF SEPTEMBER 1, 2016 AMONG YUM! BRANDS, INC., YUM CHINA HOLDINGS, INC. AND API (HONG KONG) INVESTMENT LIMITEDInvestment Agreement • September 2nd, 2016 • Yum Brands Inc • Retail-eating places • Delaware
INVESTMENT AGREEMENT, dated as of September 1, 2016 (this “Agreement”), among Yum! Brands, Inc., a North Carolina corporation (“Parent”); Yum China Holdings, Inc., a Delaware corporation and, as of the date hereof (prior to, and without giving effect to, the Investment (as defined below) contemplated hereby and the Distribution (as defined below)), a wholly owned subsidiary of Parent (the “Company”); and API (Hong Kong) Investment Limited, a company incorporated under the laws of Hong Kong (the “Investor” and, collectively with Parent and the Company, the “Parties”).
KFC HOLDING CO., PIZZA HUT HOLDINGS, LLC, TACO BELL OF AMERICA, LLC, as Issuers, the GUARANTORS party hereto AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee $750,000,000 4.75% Senior Notes due 2027 INDENTURE Dated as of June 15, 2017Indenture • June 16th, 2017 • Yum Brands Inc • Retail-eating places • New York
INDENTURE dated as of June 15, 2017, among KFC Holding Co., a Delaware corporation, Pizza Hut Holdings, LLC, a Delaware limited liability company, and Taco Bell of America, LLC, a Delaware limited liability company, as co-issuers (together, the “Issuers” and each, with its permitted assigns and successors individually, an “Issuer”), the Guarantors party hereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee.
FORM OF YUM CHINA HOLDINGS, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • September 2nd, 2016 • Yum Brands Inc • Retail-eating places • Delaware
SHAREHOLDERS AGREEMENT, dated as of [October 31], 2016 (as it may be amended from time to time, this “Agreement”), among (i) Yum China Holdings, Inc., a Delaware corporation (the “Company”), (ii) Pollos Investment L.P., a Cayman Islands Limited Partnership (“PV”), and (iii) API (Hong Kong) Investment Limited (“AF”) (each of AF and PV an “Investor” and collectively, the “Investors”). The Investors, collectively with the Company, are referred to herein as the “Parties”.
YUM! BRANDS, INC. LONG TERM INCENTIVE PLAN FORM OF GLOBAL RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 27th, 2023 • Yum Brands Inc • Retail-eating places • North Carolina
This GLOBAL RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made as of the __ day of __________, 2023 between YUM! BRANDS, INC., a North Carolina corporation (“YUM!”), and [insert] (“Participant”).
TAX MATTERS AGREEMENT BY AND AMONG YUM! BRANDS, INC., YUM CHINA HOLDINGS, INC. AND YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED DATED AS OF OCTOBER 31, 2016Tax Matters Agreement • November 3rd, 2016 • Yum Brands Inc • Retail-eating places • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and among Yum! Brands, Inc., a North Carolina corporation (“YUM”), Yum China Holdings, Inc., a Delaware corporation (“SpinCo”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the Laws of the People’s Republic of China (“YCCL”).
ContractCredit Agreement • February 25th, 2008 • Yum Brands Inc • Retail-eating places • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 29, 2007, among YUM! BRANDS, INC., YUM! RESTAURANT HOLDINGS, YUM! RESTAURANTS INTERNATIONAL S.à r.L., LLC (U.S. BRANCH), YUM! RESTAURANTS INTERNATIONAL (CANADA) LP, The Lenders Party Hereto and CITIBANK INTERNATIONAL PLC, as Facility Agent CITIBANK, N.A., CANADIAN BRANCH, as Canadian Facility Agent CITIGROUP GLOBAL MARKETS LIMITED, J.P. MORGAN SECURITIES INC., as Lead Arrangers and Bookrunners HSBC BANK USA, N.A., and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH as Co-Arrangers
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN YUM! BRANDS, INC., YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED ANDSeparation and Distribution Agreement • November 3rd, 2016 • Yum Brands Inc • Retail-eating places • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and among Yum! Brands, Inc., a North Carolina corporation (“YUM”), Yum Restaurants Consulting (Shanghai) Company Limited (“YCCL”), a company organized under the Laws of the People’s Republic of China, and Yum China Holdings, Inc., a Delaware corporation (“SpinCo”, and, together with YCCL, the “SpinCo Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CREDIT AGREEMENT Dated as of June 16, 2016 among Pizza Hut HOLDINGS, LLC, KFC Holding Co., and Taco Bell of America, LLC, as the Borrowers, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, and JPMORGAN...Credit Agreement • July 19th, 2016 • Yum Brands Inc • Retail-eating places • New York
This CREDIT AGREEMENT is entered into as of June 16, 2016, among Pizza Hut HOLDINGS, LLC, KFC Holding Co. and Taco Bell of America, LLC as co-borrowers (each, a “Borrower” and collectively, the “Borrowers”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, and Collateral Agent and each L/C Issuer and lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
betweenTax Separation Agreement • August 27th, 1997 • Tricon Global Restaurants Inc • Retail-eating places • North Carolina
MANAGEMENT AGREEMENT Dated as of May 11, 2016 by and among TACO BELL FUNDING, LLC, as Issuer, THE OTHER SECURITIZATION ENTITIES PARTY HERETO, TACO BELL CORP., as the Manager, and CITIBANK, N.A., as the TrusteeManagement Agreement • May 16th, 2016 • Yum Brands Inc • Retail-eating places • New York
This MANAGEMENT AGREEMENT, dated as of May 11, 2016 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Taco Bell Funding, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”), Taco Bell IP Holder, LLC, a Delaware limited liability company (“IP Holder”), Taco Bell Franchisor Holdings, LLC, a Delaware limited liability company (“Franchisor Holdco”), Taco Bell Franchisor, LLC, a Delaware limited liability company (the “Taco Bell Franchisor”) and Taco Bell Franchise Holder 1, LLC, a Delaware limited liability company (the “Franchise Holder” and, together with Franchisor Holdco, IP Holder and Taco Bell Franchisor, the “Guarantors” and together with the Issuer, the “Securitization Entities”); Taco Bell Corp., a California corporation, as Manager (together with its successors and assigns, the “Manager”); and Citibank, N.A., not in it
YUM! CHANGE IN CONTROL SEVERANCE AGREEMENT 409A AddendumControl Severance Agreement • July 21st, 2009 • Yum Brands Inc • Retail-eating places • North Carolina
THIS AGREEMENT, dated December 31, 2008, (the "409A Agreement") is made by and between YUM! Brands Inc., a North Carolina corporation (the Company"), and Emil Brolick (the "Executive").
betweenEmployee Programs Agreement • August 21st, 1997 • Tricon Global Restaurants Inc • Retail-eating places • North Carolina
AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of August 19, 2021 by and among TACO BELL FUNDING, LLC, as Issuer, THE OTHER SECURITIZATION ENTITIES PARTY HERETO, TACO BELL CORP., as the Manager, and CITIBANK, N.A., as the TrusteeManagement Agreement • August 25th, 2021 • Yum Brands Inc • Retail-eating places • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of August 19, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Taco Bell Funding, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”), Taco Bell IP Holder, LLC, a Delaware limited liability company (“IP Holder”), Taco Bell Franchisor Holdings, LLC, a Delaware limited liability company (“Franchisor Holdco”), Taco Bell Franchisor, LLC, a Delaware limited liability company (the “Taco Bell Franchisor”) and Taco Bell Franchise Holder 1, LLC, a Delaware limited liability company (the “Franchise Holder” and, together with Franchisor Holdco, IP Holder and Taco Bell Franchisor, the “Guarantors” and together with the Issuer, the “Securitization Entities”); Taco Bell Corp., a California corporation, as Manager (together with its successors an
THIS CONFIRMATORY LICENSE AGREEMENT (this "AGREEMENT") is dated as of January 1, 2020 (the "Effective Date"), BY AND BETWEEN:Confirmatory License Agreement • February 22nd, 2021 • Yum Brands Inc • Retail-eating places • Texas
(1)YRI China Franchising LLC, a limited liability company organized and existing under the laws of State of Delaware, United States of America, having its registered address at 1209 Orange Street, Wilmington, Delaware, United States of America, 19801 as "master licensee" (for purposes of this Agreement, the "Licensor"); and
GLOBAL YUM! STOCK APPRECIATION RIGHTS AGREEMENTTerm Incentive Plan • February 17th, 2015 • Yum Brands Inc • Retail-eating places • North Carolina
AGREEMENT made as of 6th day of February, 2015, by and between YUM! Brands, Inc., a North Carolina corporation having its principal office at 1441 Gardiner Lane, Louisville, Kentucky 40213, U.S.A. (“YUM!”) and David C. Novak (the “Participant”).
AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee $800,000,000 4.75% Senior Notes due 2030 INDENTURE Dated as of September 11, 2019Yum Brands Inc • September 16th, 2019 • Retail-eating places • New York
INDENTURE dated as of September 11, 2019, between YUM! Brands, Inc., a North Carolina corporation (with its permitted assigns and successors, the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee.
INDENTURETricon Global Restaurants Inc • May 13th, 1998 • Retail-eating places • New York
YUM! BRANDS, INC. AND FIRST SUPPLEMENTAL INDENTURE Dated as of September 25, 2020 to Indenture Dated as of September 25, 2020 Debt SecuritiesFirst Supplemental Indenture • September 25th, 2020 • Yum Brands Inc • Retail-eating places • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 25, 2020, (this “Supplemental Indenture”), between YUM! Brands, Inc., a North Carolina corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
Via Hand Delivery David J. DenoLetter Agreement • November 23rd, 2005 • Yum Brands Inc • Retail-eating places • Kentucky
