GUARANTEE AND COLLATERAL AGREEMENT made byGuarantee and Collateral Agreement • November 14th, 2018 • Wingstop 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 November 14, 2018, made by WINGSTOP GUARANTOR LLC, a Delaware limited liability company (“Funding Holdco”), and WINGSTOP FRANCHISING LLC, a Delaware limited liability company (“Wingstop Franchisor”, and, together with Funding Holdco and any Future Securitization Entities that become parties hereto pursuant to Section 8.11 hereof, 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.
MANAGEMENT AGREEMENTManagement Agreement • November 14th, 2018 • Wingstop Inc. • Retail-eating places • New York
This MANAGEMENT AGREEMENT, dated as of November 14, 2018 (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 WINGSTOP FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”), WINGSTOP FRANCHISING LLC, a Delaware limited liability company (“Wingstop Franchisor”), WINGSTOP GUARANTOR LLC, a Delaware limited liability company (“Funding Holdco” and, together with Wingstop Franchisor, the “Guarantors” and together with the Issuer and each person that becomes a party hereto pursuant to Section 8.16, the “Securitization Entities”), WINGSTOP RESTAURANTS INC., a Texas corporation, as Manager (together with its successors and assigns, “WRI”), and CITIBANK, N.A., a national banking association, not in its individual capacity but solely as the indenture trustee under the Indenture (as defined below) (together with its successor and ass
WINGSTOP FUNDING LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2018-1 Securities Intermediary SERIES 2018-1 SUPPLEMENT Dated as of November 14, 2018 to BASE INDENTURE Dated as of November 14, 2018Note Purchase Agreement • November 14th, 2018 • Wingstop Inc. • Retail-eating places • New York
SERIES 2018-1 SUPPLEMENT, dated as of November 14, 2018 (this “Series Supplement”), by and between WINGSTOP FUNDING LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and CITIBANK, N.A., a national banking association, as the trustee (in such capacity, the “Trustee”) and as Series 2018-1 Securities Intermediary, to the Base Indenture, dated as of November 14, 2018, by and between the Issuer and Citibank, N.A., as the Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
CLASS A-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 14th, 2018 • Wingstop Inc. • Retail-eating places • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of November 14, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Cross-References 1 Section 1.3 Accounting and Financial Determinations; No Duplication 1 Section 1.4 Rules of Construction 2 Article II THE NOTES 3...Wingstop Inc. • November 14th, 2018 • Retail-eating places • New York
BASE INDENTURE, dated as of November 14, 2018, by and among WINGSTOP FUNDING LLC, a Delaware limited liability company (the “Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary.
