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Exhibit 2
Amendment No. 1 to Amended and Restated Rights Agreement
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This Amendment No. 1 to the Amended and Restated Rights Agreement (the
"Amendment") is entered into as of January 26, 2001, between Wendy's
International, Inc. (the "Company") and American Stock Transfer and Trust
Company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to an Amended and
Restated Rights Agreement, dated as of December 8, 1997 (the "Amended and
Restated Rights Agreement");
WHEREAS, the Company and the Rights Agent desire to amend the Amended
and Restated Rights Agreement on the terms and conditions hereinafter set forth;
and
WHEREAS, for purposes of this Amendment, capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Amended and Restated Rights Agreement, as amended by this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. RIGHTS CERTIFICATES. Section 3(c) of the Amended and Restated Rights
Agreement is amended by adding the words ", as amended by Amendment No. 1, dated
as of January 26, 2001" after the words "dated as of December 8, 1997."
2. REDEMPTION AND TERMINATION. Section 24 of the Amended and Restated
Rights Agreement is amended by deleting subsection 24(a)(iii) in its entirety.
3. SUPPLEMENTS AND AMENDMENTS. Section 27 of the Amended and Restated
Rights Agreement is amended by deleting the last sentence thereof.
4. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections
of this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
5. GOVERNING LAW. This Amendment shall be deemed to be a contract made
under the laws of the State of Ohio and for all purposes shall be governed by
and construed in accordance with the laws of such State.
6. OTHER TERMS UNCHANGED. The Amended and Restated Rights Agreement, as
amended by this Amendment, shall remain and continue in full force and effect
and is in all respects agreed to, ratified and confirmed hereby. Any reference
to the Amended and Restated Rights Agreement after the date first set forth
above shall be deemed to be a reference to the Amended and Restated Rights
Agreement, as amended by this Amendment.
7. EFFECTIVE TIME. This Amendment shall be effective as of 12:01 a.m.
on January 29, 2001.
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8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts. It shall not be necessary that the signature of or on behalf of
each party appears on each counterpart, but it shall be sufficient that the
signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single agreement.
It shall not be necessary in any proof of this Amendment to produce or account
for more than a number of counterparts containing the respective signatures of
or on behalf of all of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
Attest: WENDY'S INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ Kerrii ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇ Name: Kerrii ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Executive Vice President &
Chief Financial Officer
Attest: AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Vice President
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