EX4.7 Supplemental Indenture


EXHIBIT 4.7
SUPPLEMENTAL INDENTURE 
 
 
dated as of February 7, 2012 
 
among 
 
Wendy’s Restaurants, LLC 
(f/k/a Wendy’s/Arby’s Restaurants, LLC), 
 
 
The Guarantors Party Hereto 
 
and 
 
U.S. Bank National Association, 
as Trustee 







10.00% 
Senior Notes due 
2016







THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of February 7, 2012, among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), a Delaware limited liability company (the “Company”), Wendy’s Eurasia, Inc., an Ohio corporation, Wendy’s Global Restaurants, LLC, a Delaware limited liability company, Wendy’s Global Holdings Partner, LLC, a Delaware limited liability company (each an “Undersigned”), and U.S. Bank National Association, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of June 23, 2009, as supplemented by the Supplemental Indenture, dated as of July 8, 2009, the Supplemental Indenture, dated as of December 21, 2009, and the Supplemental Indenture, dated as of December 3, 2010 (as so supplemented, the “Indenture”), relating to the Company’s 10.00% Senior Notes due 2016 (the “Notes”); 
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Restricted Subsidiary (other than, except in certain circumstances, a Regulated Subsidiary) that guarantees or is a borrower under the Credit Agreement to provide Guarantees in certain circumstances.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2.  Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.





IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
    	
			
	Wendy’s Restaurants, LLC, as Issuer

	By:
	/s/ Daniel T. Collins

	 
	Name:
	Daniel T. Collins

	 
	Title:
	Senior Vice President, Treasurer and Assistant Secretary






    	
			
	Wendy’s Eurasia, Inc., as a Guarantor

	By:
	/s/ Daniel T. Collins

	 
	Name:
	Daniel T. Collins

	 
	Title:


	Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary



	Wendy’s Global Restaurants, LLC, as a Guarantor

	By:
	/s/ Daniel T. Collins

	 
	Name:
	Daniel T. Collins

	 
	Title:
	Senior Vice President and Chief Financial Officer






    	
			
	Wendy’s Global Holdings Partner, LLC, as a Guarantor

	By:
	/s/ Daniel T. Collins

	 
	Name:
	Daniel T. Collins

	 
	Title:
	Senior Vice President and Chief Financial Officer









    	
			
	U.S. Bank National Association, as Trustee

	By:
	/s/ Jack Ellerin

	 
	Name:
	Jack Ellerin

	 
	Title:
	Vice President