0001041061-19-000010 Sample Contracts

AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Management Agreement • February 21st, 2019 • Yum Brands Inc • Retail-eating places • New York

THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT, dated and effective as of August 24, 2016 (this “Amendment”), is entered into by and among (i) TACO BELL FUNDING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”), (ii) TACO BELL IP HOLDER, LLC, a Delaware limited liability company (“IP Holder”), (iii) TACO BELL FRANCHISOR HOLDINGS, LLC, a Delaware limited liability company (“Franchisor Holdco”), (iv) TACO BELL FRANCHISOR, LLC, a Delaware limited liability company (“Taco Bell Franchisor”), (v) TACO BELL FRANCHISE HOLDER 1, LLC, a Delaware limited liability company (“Franchise Holder” and, together with IP Holder, Franchisor Holdco and Taco Bell Franchisor, the “Guarantors” and, together with the Issuer, the “Securitization Entities”), and (vi) Taco Bell Corp., a California corporation, as the manager (together with its successors and assigns, the “Manager”). Capitalized terms used and not defined herein shall have the meanings set forth or incorporated by reference in

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AMENDMENT NO. 1 TO BASE INDENTURE
Base Indenture • February 21st, 2019 • Yum Brands Inc • Retail-eating places • New York

THIS AMENDMENT NO. 1 TO THE BASE INDENTURE, dated and effective as of August 23, 2016 (this “Amendment”), is entered into by and among (i) TACO BELL FUNDING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”) and (ii) 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 successor 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.

AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
Management Agreement • February 21st, 2019 • Yum Brands Inc • Retail-eating places • New York

THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT, dated and effective as of November 28, 2018 (this “Amendment”), is entered into by and among (i) TACO BELL FUNDING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”), (ii) TACO BELL IP HOLDER, LLC, a Delaware limited liability company (“IP Holder”), (iii) TACO BELL FRANCHISOR HOLDINGS, LLC, a Delaware limited liability company (“Franchisor Holdco”), (iv) TACO BELL FRANCHISOR, LLC, a Delaware limited liability company (“Taco Bell Franchisor”), (v) TACO BELL FRANCHISE HOLDER 1, LLC, a Delaware limited liability company (“Franchise Holder” and, together with IP Holder, Franchisor Holdco and Taco Bell Franchisor, the “Guarantors” and, together with the Issuer, the “Securitization Entities”), (vi) Taco Bell Corp., a California corporation, as the manager (together with its successors and assigns, the “Manager”) and (vii) Citibank, N.A., a national banking association, not in its individual capacity, but solely in its capaci

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