AMENDMENT NO. 1 TO TAX SHARING AGREEMENT

Exhibit 10(b)

AMENDMENT NO. 1 TO TAX SHARING AGREEMENT

This AMENDMENT NO. 1 TO TAX SHARING AGREEMENT (“ Amendment ”), dated as of November 7, 2007, is made by and between Wendy’s International, Inc., an Ohio corporation (“ Wendy’s ”) and Tim Hortons Inc., a Delaware corporation (“ Tim Hortons ”). Wendy’s and Tim Hortons are sometimes referred to herein as the “ Parties ” and each a “ Party .”

WHEREAS, Wendy’s and Tim Hortons are parties to a tax sharing agreement, dated March 29, 2006 (the “Tax Sharing Agreement” or “TSA” ), which sets forth the principles and responsibilities of the Parties regarding the allocation of Taxes and other related liabilities and adjustments with respect to Taxes, audits and certain other Tax matters that affect the Wendy’s Group and the Tim Hortons Group;

WHEREAS, the Parties hereto desire to affirm the continuing application of the Tax Sharing Agreement, as amended as set forth herein, and to agree on certain tax matters arising in connection therewith;

WHEREAS, Article III of the Tax Sharing Agreement requires Wendy’s in certain instances to compensate Tim Hortons for the use by the Wendy’s Group of tax attributes generated by the Tim Hortons Group in Affiliation Years ending on or after January 1, 2006;

WHEREAS, under the Tax Sharing Agreement, the occurrence of certain events in a Non-Affiliation Year may affect the amount or usage of tax attributes in an Affiliation Year and may result in a redetermination by Wendy’s of the Parties’ liabilities under Articles III and IV of the Tax Sharing Agreement, with the result that Tim Hortons may be required to make a payment to Wendy’s or Wendy’s may be required to make a payment to Tim Hortons; and

WHEREAS, the Parties wish to achieve greater certainty on amounts owed to and owing by the Parties under the Tax Sharing Agreement by eliminating certain circumstances that would necessitate a redetermination.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Definitions .

a. “ 2006 Fiscal Year ” shall mean the taxable year of the Wendy’s Consolidated Return ending on December 31, 2006.

b. “ Non-Affiliation Year ” shall mean any taxable year that begins on or after the Distribution Date. For purposes of the Wendy’s Consolidated Return, a Non-Affiliation Year is any taxable year that begins on or after January 1, 2007.

c. “ Unadjusted Reimbursable Wendy’s Group Benefit ” shall mean the amount of the Reimbursable Wendy’s Group Benefit for the 2006 Fiscal Year that would have been due under the TSA determined without regard to this Amendment.

d. Any capitalized terms not defined herein shall have the same meaning as given such terms in the TSA.

1

2. Amendments . Pursuant to Section 3.01(b) of the Tax Sharing Agreement, Wendy’s is obligated to pay to Tim Hortons an amount equal to the Reimbursable Wendy’s Group Benefits for any Affiliation Year ending on or after January 1, 2006. Under Section 8.01 of the Tax Sharing Agreement, if an Adjustment occurs with respect to U.S. federal income Taxes for an Affiliation Year, the liability of Tim Hortons or Wendy’s, as the case may be, under Article III of the Tax Sharing Agreement shall be redetermined by Wendy’s taking into account the Adjustment. Similarly, under Section 4.06 of the Tax Sharing Agreement, if an Adjustment occurs with respect to a taxable year beginning on or after January 2, 2006, Wendy’s shall recompute the liability of Tim Hortons taking into the account the Adjustment. In order to limit certain of the circumstances in which such redeterminations might be required, the Parties agree as follows:

a. A new Section 2.06 will be added to the TSA as follows:

SECTION 2.06. Competent Authority Proceedings . Notwithstanding any other provision herein to the contrary, Wendy’s will use commercially reasonable efforts to support Tim Hortons in applying for and advocating competent authority adjustment requests, and all subsequent related proceedings, as reasonably requested by Tim Hortons, as a result of transfer pricing Adjustments arising from the settlement of CRA Audits. Tim Hortons agrees to be responsible for Wendy’s reasonable third party out-of-pocket expenses incurred in connection with Wendy’s performance of its obligations set forth immediately above.

b. Section 4.06(a) of the Tax Sharing Agreement is stricken in its entirety and replaced with the following:

SECTION 4.06. Adjustments . (a) If an Adjustment occurs with respect to a taxable year beginning on or after January 2, 2006, Wendy’s shall in good faith recompute the Tim Hortons Group State Tax Liability for the year in question, including all changes to apportionment percentages that result from such Adjustment, provided, however, that (i) an Adjustment shall not include any carry back that is prohibited by Section 7.02 of the TSA of any item of deduction, loss or Credit of the Wendy’s Group or the Tim Hortons Group, as the case may be, arising in any Non-Affiliation Year to any Combined Return filed by or with respect to the Tim Hortons Combined Group for any Affiliation Year, and (ii) no payments shall be required to be made by either Party as a direct result of any changes (including Adjustments) resulting from any amended Combined Return filed or caused to be filed by Wendy’s with respect to the Tim Hortons Combined Group for any Affiliation Year (other than a return filed by or at the direction of Wendy’s in conjunction with a competent authority proceeding or any related proceeding or as a direct result of an Audit with respect to an Affiliation Year), unless both Parties consent to t