SECOND AMENDMENT TO
THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT (the Amendment), dated as of June 26, 2019, is made pursuant to that certain Management Agreement dated as of June 1, 2015, (as previously amended by the First Amendment to Management Agreement, dated as of January 17, 2018, the Agreement), among Wendys Funding, LLC, a Delaware limited liability company (the Master Issuer), Wendys International, LLC, an Ohio limited liability company (the Manager), the Securitization Entities party thereto, and Citibank, N.A., as trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, the Master Issuer, the Manager, the Securitization Entities and the Trustee have entered into the Agreement;
WHEREAS, Section 8.3 of the Agreement provides, among other things, that the provisions of the Agreement may, from time to time, be amended, in writing, upon the written consent of the Trustee (acting at the direction of the Control Party), the Securitization Entities and the Manager; provided that any amendment that would materially adversely affect the interest of the Noteholders shall require the consent of the Control Party, which consent shall not be unreasonably withheld or delayed;
WHEREAS, the execution and delivery of this Amendment has been duly authorized and all conditions and requirements necessary to make this Amendment a valid and binding agreement have been duly performed and complied with.
WHEREAS, the Master Issuer and the Securitization Entities wish to amend the Agreement as set forth herein;
WHEREAS, the Control Party has directed the Trustee to consent to the amendments set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
Section 1. Defined Terms. Unless otherwise amended by the terms of this Amendment, terms used in this Amendment shall have the meanings assigned in the Agreement.
Section 2. Amendments.1
2.1. The Agreement is hereby amended to amend and restate the definition of Leadership Team set forth in Section 1.1 thereof as follows:
|1 || |
All modifications to existing provisions of the Agreement are indicated herein by adding the inserted text (indicated in the same manner as the following example: inserted text,