0000030697-09-000045 Sample Contracts

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT UNDER THE WENDY’S/ARBY’S GROUP, INC. AMENDED AND RESTATED 2002 EQUITY PARTICIPATION PLAN

Restricted Stock Award Agreement • August 6th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places • Delaware

• Contract Type
  Restricted Stock Award Agreement
• Filed
  August 6th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places
• Jurisdiction
  Delaware

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of _____________ __, 20__, by and between Wendy’s/Arby’s Group, Inc. (the “Company”) and __________________ (“Award Recipient”):

Wendy’s/Arby’s Restaurants, LLC PURCHASE AGREEMENT

Purchase Agreement • August 6th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places • Ohio

• Contract Type
  Purchase Agreement
• Filed
  August 6th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places
• Jurisdiction
  Ohio

SUPPLEMENTAL INDENTURE dated as of July 8, 2009 among Wendy’s/Arby’s Restaurants, LLC, The Guarantors Party Hereto and as Trustee

Supplemental Indenture • August 6th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places • New York

• Contract Type
  Supplemental Indenture
• Filed
  August 6th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places
• Jurisdiction
  New York

Wendy’s/Arby’s Restaurants, LLC as Issuer the Guarantors party hereto and U.S. Bank National Association as Trustee Indenture Dated as of Jne 23, 2009 Senior Notes Due 2016

Indenture • August 6th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places • New York

• Contract Type
  Indenture
• Filed
  August 6th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places
• Jurisdiction
  New York

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • August 6th, 2009 • Wendy's/Arby's Group, Inc. • Retail-eating & drinking places • New York

• Contract Type
  Registration Rights Agreement
• Filed
  August 6th, 2009
• Company
  Wendy's/Arby's Group, Inc.
• Industry
  Retail-eating & drinking places
• Jurisdiction
  New York

Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the "Company"), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Citigroup Global Markets Inc., as representatives of the initial purchasers (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated as of June 18, 2009 (the "Purchase Agreement"), $565,000,000 aggregate principal amount of its 10.00% Senior Notes Due 2016 (the "Initial Securities") to be unconditionally guaranteed by the guarantors party hereto (the "Guarantors"). The Initial Securities will be issued pursuant to an indenture, dated of even date herewith (the "Indenture"), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to purchase the Initial Securities, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including,