Amount:
$[
]
Prior Maximum Investor Group
Principal Amount:
$[
]
Revised Maximum Investor
Group Principal Amount:
$[
]
Related Conduit Investor (if applicable)
[
]
[
], as
Acquiring Committed Note Purchaser Address:
Attention:
Telephone:
Email:
Purchased Percentage of Transferor's Commitment:
[
]%
Prior Commitment Amount:
$[
]
Revised Commitment Amount:
$[
]
Prior Maximum Investor Group
Principal Amount:
$[
]
B-8
Revised Maximum Investor Group Principal Amount:
$[
]
Related Conduit Investor (if applicable)
[
]
[
], as related Funding Agent
Address:
Attention:
Telephone:
Email:
B-9
EXHIBIT C TO CLASS A-1
NOTE PURCHASE AGREEMENT
INVESTOR GROUP SUPPLEMENT, dated as of [
], among (i) [
] (the
"Transferor Investor Group"), (ii) [
] (the "Acquiring Investor
Group"), (iii) the Funding Agent with respect to the Acquiring Investor Group
listed on the signature pages hereof (each, a "Funding Agent"), and (iv) the
Issuer, the Swingline Lender and the L/C Provider listed on the signature
pages hereof.
W I T N E S S E T H:
WHEREAS, this Investor Group Supplement is being executed and delivered in
accordance with Section 9.17(c) of that certain Series 2016-1 Class A-1 Note
Purchase Agreement, dated as of May 11, 2016 (as amended, supplemented, amended
and restated or otherwise modified from time to time, the "Series 2016-1
Class A-1 Note Purchase Agreement"; terms defined therein being used herein as
therein defined) among Taco Bell Funding, LLC, as Issuer, Taco Bell Franchise
Holdings, LLC, Taco Bell Franchise Holder 1, LLC, Taco Bell Franchisor, LLC, and
Taco Bell IP Holder, LLC (each, a "Guarantor" and, collectively, the
"Guarantors"), Taco Bell Corp., as the Manager, the Conduit Investors, the
Committed Note Purchasers for each Investor Group, the Funding Agents and
Coöperatieve Rabobank, U.A., New York Branch, as L/C Provider, Swingline Lender
and Administrative Agent;
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and
[a] Committed Note Purchaser[s] with respect to such Conduit Investor under the
Series 2016-1 Class A-1 Note Purchase Agreement; and
WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring
Investor Group [all] [a portion of] its respective rights, obligations and
commitments under the Series 2016-1 Class A-1 Note Purchase Agreement, the
Series 2016-1 Class A-1 Advance Notes and each other Transaction Document to
which it is a party with respect to the percentage of its Commitment Amount
specified on Schedule I attached hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Investor Group Supplement by the
Acquiring Investor Group, each related Funding Agent with respect thereto, the
Transferor Investor Group, the Swingline Lender, the L/C Provider and, to the
extent required by Section 9.17(c) of the Series 2016-1 Class A-1 Note Purchase
Agreement (the date of such execution and delivery, the "Transfer Issuance
Date") the Issuer, the Conduit Investor and the Committed Note Purchaser[s] with
respect to the Acquiring Investor Group shall be parties to the Series 2016-1
Class A-1 Note Purchase Agreement for all purposes