FIRST
SUPPLEMENTAL INDENTURE , dated as of September 29, 2008
(this “ Supplemental Indenture ”), by and
between Wendy’s International, Inc., an Ohio corporation
(“ Wendy’s ” or the “ Issuer
”) and The Bank of New York Mellon Trust Company, N.A.
(successor in interest to JPMorgan Chase Bank, N.A. (successor to
Bank One, National Association)), as trustee (the “
Trustee ”) under the Indenture (as defined
below).
WHEREAS ,
Wendy’s and the Trustee have entered into that certain
Indenture dated as of November 13, 2001 (the “
Indenture ”) providing for the issuance of 6.250%
Senior Notes due November 15, 2011 (the “ 2011 Senior
Notes ”) and 6.20% Senior Notes due 2014 (the “
2014 Senior Notes ”; together with the 2011 Senior
Notes, the “ Securities ”);
WHEREAS ,
pursuant to the transaction contemplated by that certain Agreement
and Plan of Merger dated as of April 23, 2008, among Triarc
Companies, Inc., a Delaware corporation (“ Triarc
”), Green Merger Sub, Inc., an Ohio corporation and a direct
wholly-owned subsidiary of Triarc (“ Merger Sub
”) and Wendy’s, Merger Sub merged (the “
Merger ”) with and into Wendy’s, with
Wendy’s as the surviving entity and a direct wholly-owned
subsidiary of Triarc;
WHEREAS ,
Section 801 of the Indenture provides that in the case of a
merger, the surviving entity shall expressly assume by supplemental
indenture the due and punctual payment of the principal of, and any
premium and interest on all of the Securities and the performance
or observance of every covenant of the Indenture on the part of the
Issuer to be performed or observed;
WHEREAS ,
pursuant to Section 901 of the Indenture, the Trustee and the
Issuer are authorized to execute and deliver this Supplemental
Indenture without the consent of the Holders; and
NOW,
THEREFORE , in consideration of the foregoing and for good and
valuable consideration, th
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