0000950142-18-000078 Sample Contracts

Dated as of January 17, 2018 to BASE INDENTURE
Base Indenture • January 17th, 2018 • Wendy's Co • Retail-eating & drinking places • New York

SERIES 2018-1 SUPPLEMENT, dated as of January 17, 2018 (this “Series Supplement”), by and between WENDY’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2018-1 Securities Intermediary, to the Base Indenture, dated as of June 1, 2015, by and between the Master Issuer and CITIBANK, N.A., as Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

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CLASS A-1 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 17th, 2018 • Wendy's Co • Retail-eating & drinking places • New York

THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of January 17, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:

First Amendment to Management Agreement
Management Agreement • January 17th, 2018 • Wendy's Co • Retail-eating & drinking places • New York

This First Amendment to Management Agreement (the “Amendment”), dated as of January 17, 2018, is made pursuant to that certain Management Agreement dated as of June 1, 2015, (as may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among Wendy’s Funding, LLC, a Delaware limited liability company (the “Master Issuer”), Wendy’s International, LLC, an Ohio limited liability company (the “Manager”), the Securitization Entities party thereto, and Citibank, N.A., as trustee (the “Trustee”).

Dated as of January 17, 2018 to the BASE INDENTURE Dated as of June 1, 2015
Wendy's Co • January 17th, 2018 • Retail-eating & drinking places • New York

SECOND SUPPLEMENT, dated as of January 17, 2018 (this “Second Supplement”), to the Base Indenture, dated as of June 1, 2015, is by and among WENDY’S FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”), and CITIBANK, N.A., as Trustee and Securities Intermediary (the “Trustee”).

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