AMENDMENT NO. 2 AND WAIVERWendy's Restaurants, LLC • March 1st, 2012 • Retail-eating places • New York
AMENDMENT NO. 2 AND WAIVER (this “Amendment and Waiver”), dated as of October 28, 2011, to that certain Credit Agreement, dated as of May 24, 2010 and as amended on July 12, 2010 (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, Citicorp North America, Inc. as Syndication Agent and L/C Issuer and Wells Fargo Bank, National Association, as Documentation Agent and L/C Issuer.
AMENDMENT NO. 1 TO TAX SHARING AGREEMENTTax Sharing Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places
THIS AMENDMENT NO. 1 TO TAX SHARING AGREEMENT, dated as of July 4, 2011 (this “Amendment”), by and among Wendy’s/Arby’s Group, Inc., a Delaware corporation (“WAG”), and each other corporation which is a member of, and each other entity that is disregarded as an entity separate from a member of, the affiliated group of which WAG is the common parent and files consolidated and combined income tax returns for federal and state income tax purposes (each other such corporation or entity, a “WAG Sub,” and such other corporations and entities collectively, the “WAG Subs”).
SUPPLEMENTAL INDENTURE dated as of February 7, 2012 among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), The Guarantors Party Hereto and U.S. Bank National Association, as TrusteeSupplemental Indenture • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of February 7, 2012, among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), a Delaware limited liability company (the “Company”), Wendy’s Eurasia, Inc., an Ohio corporation, Wendy’s Global Restaurants, LLC, a Delaware limited liability company, Wendy’s Global Holdings Partner, LLC, a Delaware limited liability company (each an “Undersigned”), and U.S. Bank National Association, as trustee (the “Trustee”).
WENDY’S/ARBY’S GROUPWendy's Restaurants, LLC • March 1st, 2012 • Retail-eating places • Delaware
As we have discussed, it is with great pleasure that we hereby confirm your employment as Senior Vice President of Strategic Development, Wendy’s/Arby’s Group Inc., (“Wendy’s/Arby’s”) on the terms and conditions set forth in this letter agreement and in the attached term sheet (the “Term Sheet”), which Term Sheet is hereby incorporated herein by reference. This agreement is effective as of February 2, 2009 (the “Effective Date”). You further agree to accept election and to serve as a director, officer, manager or representative of any subsidiary of Wendy’s/Arby’s without any compensation therefor, other than as provided in this letter agreement. You will report to the President and Chief Executive Officer of Wendy’s/Arby’s and your duties will be performed primarily at the corporate headquarters of Wendy’s/Arby’s in Atlanta, Georgia.
THE WENDY’S COMPANYWendy's Restaurants, LLC • March 1st, 2012 • Retail-eating places • Delaware
As we have discussed, it is with great pleasure that we hereby confirm your employment as Senior Vice President, General Counsel and Secretary of The Wendy’s Company (“Wendy’s”) on the terms and conditions set forth in this letter agreement and in the attached term sheet (the “Term Sheet”), which Term Sheet is hereby incorporated herein by reference. This letter agreement sets forth our understanding effective as of January 17, 2012 (the “Effective Date”). You further agree to accept election and to serve as a director, officer, manager or representative of any subsidiary of Wendy’s without any compensation therefor, other than as provided in this letter agreement. You will report to the Chief Executive Officer of Wendy’s and your duties will be performed primarily at the corporate headquarters of Wendy’s in Dublin, Ohio.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE WENDY’S/ARBY’S GROUP, INC.Restricted Stock Award Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of _____________ __, 20__, by and between The Wendy’s Company (the “Company”) and __________ (“Participant”):
TAX SHARING AGREEMENTTax Sharing Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • Georgia
TAX SHARING AGREEMENT (the “Agreement”), made as of December 20, 2010, by and among Wendy’s/Arby’s Group, Inc., a Delaware corporation (“WAG”), and each other corporation which is a member of, and each other entity that is disregarded as an entity separate from a member of, the affiliated group of which WAG is the common parent and files consolidated and combined income tax returns for federal and state income tax purposes (each other such corporation or entity, a “WAG Sub,” and such other corporations and entities collectively, the “WAG Subs”).
