AMENDMENT NO. 2 TO AGREEMENTTo Agreement • December 4th, 2006 • Trian Fund Management, L.P. • Retail-eating places
Reference is made to the Agreement made the 4th day of November, 2005, as amended by Amendment No. 1 to the Agreement made the 27th day of April, 2006 (the “Agreement”), by and among Sandell Asset Management Corp., 40 West 57th Street, New York, NY 10019, and Trian Fund Management, L.P., 280 Park Avenue, 41st Floor, New York, NY 10017, with respect to Wendy’s International, Inc., an Ohio corporation. The parties hereto desire to amend the Agreement pursuant to this Amendment No. 2, made the 1ST day of December, 2006 (this “Amendment”). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Agreement.
