exhibit10-4_061009.htm


    EXHIBIT
10.4

     

    

      AIRCRAFT
LEASE AGREEMENT

       

      


       

      This AIRCRAFT LEASE AGREEMENT
(“Agreement”) dated as of June 10, 2009, is by and between Wendy’s/Arby’s Group,
Inc., a Delaware corporation with its principal place of business at 1155
Perimeter Center West, Atlanta, Georgia 30338 (“Lessor”) and TASCO, LLC, a
Delaware limited liability company with its principal place of business at 280
Park Avenue, New York, New York 10017-1216 (“Lessee”).

       

      WHEREAS, Lessor owns a Gulfstream
Aerospace G-IVSP aircraft bearing U.S. Registration No. N394TR and
manufacturer’s serial number 1252 and the two (2) Rolls Royce model Tay 611-8
engines installed thereon, bearing manufacturer’s serial numbers 16623 and
16624, respectively, and all parts, instruments, avionics, attachments and
appurtenances installed thereon or attached thereto (the “Aircraft”);
and

       

      WHEREAS, Lessee desires to lease the
Aircraft from Lessor and Lessor desires to lease the Aircraft to Lessee upon and
subject to the terms and conditions of this Agreement;

       

      NOW, THEREFORE, in consideration of the
mutual agreements herein contained and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

      


       

      Section
1:   AGREEMENT TO LEASE

       

      1.1 Lease of
Aircraft.  Subject to the terms and conditions of this
Agreement, Lessor agrees to lease the Aircraft to Lessee and Lessee agrees to
take the Aircraft on lease from Lessor, such lease to be on a non-exclusive
basis.

      


       

      Section
2:   TERM; DELIVERY/REDELIVERY; CONDITION

       

      2.1           Term.  Subject
to the prior receipt of the Siemens Consent (as defined in Section 12(a)(ii) of
this Agreement) or the prior satisfaction and discharge of all of Lessor’s
obligations under the Siemens Note (as defined in Section 12(a)(ii) of this
Agreement), the term for the lease of the Aircraft shall begin on July 1, 2009
and shall expire on June 30, 2010 (“Term”), provided that upon ten (10) days’
prior written notice to Lessee, Lessor shall have the right to terminate this
Agreement prior to the end of the Term (i) if the Aircraft is sold to another
party in accordance with Section 10 hereof or (ii) if within the last sixty (60)
days of the Term extraordinary and unscheduled repair and/or maintenance becomes
necessary in order to keep the Aircraft airworthy, provided that Lessee has
elected not to bear the cost of such repair and/or maintenance.

       


      
        
           


        

        
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      2.2           Delivery and
Redelivery.  Delivery and redelivery of the Aircraft by one
party to the other party shall be made at Stewart International Airport in New
Windsor, New York; provided, however, the delivery and/or re-delivery may be
made at such other airport as the parties may agree.

       

      2.3           Delivery
Condition.  Except as otherwise expressly provided by this
Agreement, THE AIRCRAFT IS LEASED TO LESSEE “AS IS, WHERE IS” AND LESSOR HEREBY
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE OR DEALING OR USAGE OF TRADE, AND ALL OBLIGATION AND LIABILITY IN
TORT, NEGLIGENCE AND STRICT LIABILITY AS TO THE AIRWORTHINESS, CONDITION, DESIGN
OR OPERATION OF THE AIRCRAFT OR ANY PART THEREOF OR THE CONDITION AND THE
COMPLETENESS OF THE RECORDS FOR THE AIRCRAFT, AND LESSEE HEREBY WAIVES AND
DISCLAIMS RELIANCE UPON ANY SUCH REPRESENTATIONS AND WARRANTIES.

      


       

      Section
3:  PAYMENTS

       

      3.1           Rent.  Lessee
shall pay to Lessor monthly rent (“Rent”) in the amount of US$10,000 for the
term.  Payment of Rent shall be by wire transfer or by check delivered
to Lessor on the first day of each calendar month during the Term.  In
the event that the Aircraft is redelivered to Lessor after the expiration of the
Term, Lessee shall pay to Lessor an additional charge of US$500 for each day
that the return of the Aircraft is overdue (“Supplemental Rent”), provided, however, that no
Supplemental Rent shall be owing and due for any period during which the
Aircraft is undergoing maintenance that is (a) the responsibility of Lessor
hereunder or (b) the responsibility of Lessee hereunder, as long as such
maintenance which is the responsibility of Lessee is not
overdue.  Supplemental Rent shall be paid by Lessee to Lessor within
fifteen (15) days of receipt of an invoice from Lessor for such
charges.

      


       

      Section
4:  USE AND OPERATION OF THE AIRCRAFT; FLIGHT CREWS

       

      4.1           Use of the
Aircraft.  Except as expressly provided herein, while the
Aircraft is being operated on behalf of Lessee, Lessee shall be responsible for
all fuel, inspection, servicing, storage, operational and flight crew costs
relating to the operation of the Aircraft.  Subject to hangar
availability at commercially reasonable rates, Lessee shall cause the Aircraft
to be stored in a hangar facility at Lessee’s expense when not in operation if
the Aircraft will be parked in the same location (other than Stewart
International Airport) for more than seven (7) consecutive

       


      
        
           


        

        
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      days or
in the event of inclement weather that includes a form of frozen
precipitation.  The cost of storing the Aircraft in a hangar facility
at Stewart International Airport shall be at Lessor’s expense. The cost of
storing the Aircraft at any other hangar facility shall be at Lessee’s
expense.

       

      4.2           Operation.  While
the Aircraft is operated on behalf of Lessee, Lessee shall exercise exclusive
operational control over the Aircraft.  Lessee hereby covenants with
Lessor that from delivery of the Aircraft to Lessee until redelivery to Lessor,
the Aircraft shall be operated at all times in accordance with all applicable
Federal Aviation Regulations (“FARs”) as issued by the Federal Aviation
Administration (“FAA”) and that Lessee shall not cause or permit the Aircraft to
be operated in any manner contrary to any recommendation of the manufacturer of
the Aircraft nor in any manner that would violate the terms of the insurance
coverage required to be provided under Section 5 hereunder or for any purpose
contrary to applicable law.  Lessee shall keep or cause to be kept
accurate, complete and current records of all flights made by the Aircraft; such
records to be kept in such manner as the FAA may from time to time
require.  Lessee shall not do or permit to be done any act or thing
which might jeopardize the rights of the Lessor as owner of the
Aircraft.  Lessee shall not sublease, charter, hire or otherwise part
with possession of the Aircraft.  Lessee shall accommodate the request
of Lessor to exhibit the Aircraft to potential purchasers as long as the
exhibition of the Aircraft occurs during normal business hours, provided that
Lessor shall have given Lessee reasonable prior notice of any such
request.  Except as provided in the preceding sentence, Lessor
warrants that, so long as Lessee is not in default under this Agreement,
Lessee’s use of the Aircraft shall not be interrupted by Lessor.

       

      4.3           Maintenance.  The
Aircraft shall be serviced, repaired and maintained so as to keep the Aircraft
airworthy and in as good an operating condition as when delivered to Lessee
hereunder, ordinary wear and tear excepted, as follows:

       

      (a) Calendar-Based
Maintenance.  Lessor shall be responsible for all maintenance
items that become due on a calendar basis in accordance with the FAA-approved
Gulfstream-recommended maintenance program for the Aircraft;

       

      (b) Usage-Based
Maintenance.  Lessee
shall be responsible for all maintenance items that are required to be made as a
result of Lessee’s usage (hours or cycles) of the Aircraft under this Agreement
in accordance with the FAA-approved Gulfstream-recommended maintenance program
for the Aircraft;

       

      (c) Transit Maintenance.
Lessee shall be responsible for the performance of all transit maintenance of
the Aircraft which shall include a visual check of the aircraft exterior prior
to all take-offs with particular attention to any fluid leaks, repair or
replacement of worn or flat tires or low shock struts, rectification of any
discrepancies noted in the aircraft logbook, and the repair or deferral under
the Minimum Equipment List for the Aircraft of all malfunctions affecting
airworthiness.

       


      
        
           


        

        
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      (d) Extraordinary
Repairs. All extraordinary and unscheduled repairs and/or maintenance for
the Aircraft shall be performed by Lessor at Lessor’s expense.

       

      If within
the final sixty (60) days of the Term, Lessor elects not to make a repair or
perform any maintenance for which it is responsible under this Agreement, Lessee
may elect (i) to make such repair or perform such maintenance at its cost and
expense or (ii) to terminate this Agreement upon ten (10) days prior written
notice to Lessor.  If Lessee elects to make such repair or perform
such maintenance, this Agreement shall continue in effect.  If Lessee
elects not to make such repair or perform such maintenance, Lessor shall have
the right to terminate this Agreement upon ten (10) days prior written notice to
Lessee.

       

      4.4           Flight
Crews.  Any and all flight crewmembers operating the Aircraft
on behalf of the Lessee shall hold commercial pilot licenses and shall possess
current and valid first or second class medical certificates.

      


       

      Section
5:  INSURANCE

       

      5.1           Lessor
Insurance.  From delivery and at all times during the Term,
Lessor shall, at its own cost and expense, procure and maintain (i) hull
insurance (while in flight or on the ground) against loss or damage to the
Aircraft including but not limited to, loss by fire, theft, collision and such
other risks of loss as are normally insured against, or as is customary in the
industry, in an amount of no less than the market value of the Aircraft as
determined by the Aircraft Blue Book Price Digest at the inception of this
Agreement or by a third party appraisal of the Aircraft by an appraiser
reasonably acceptable to both Lessor and Lessee with the costs of such appraisal
for the account of Lessee; (ii) public liability insurance against losses or
damages arising from death or bodily injury, or any property damage caused by or
due to the operation of the Aircraft, such public liability insurance (a) shall
be for a combined limit of not less than US$500,000,000 per single occurrence
and (b) shall name Lessee, Trian Fund Management, L.P., Nelson Peltz, Peter W.
May and Edward P. Garden as additional insureds.

      


       

      Section
6:  INDEMNIFICATION

       

      6.1           Indemnification by
Lessee.  Lessee agrees to defend, indemnify and hold harmless
the Lessor from and against any and all claims, proceedings, losses,
liabilities, suits, judgments, costs, expenses, penalties or fines (individually
and collectively hereinafter referred to as “Claims”) for or on account of or
arising from or in any way connected with injury to or death of any persons
whomsoever or loss or damage to any property of any person (including the
Aircraft), which may be suffered or incurred as a result of or in any way
connected with the possession, performance, transportation, transit maintenance,
condition, service, repair, use or operation of the Aircraft (either in the air
or on the ground) or any part thereof during the Term,

       


      
        
           


        

        
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      other
than Claims attributable to (i) the gross negligence or willful misconduct of
the Lessor or (ii) a breach of Lessor’s obligations hereunder, including without
limitation Section 4.3 above.  Lessee’s liability for any Claims
hereunder and its indemnification obligations under this Section 6.1 shall be in
its capacity as lessee and operator of the Aircraft only.

       

      6.2           Indemnification by
Lessor.  Lessor agrees to defend, indemnify and hold harmless
the Lessee from and against any and all Claims for or on account of or arising
from or in any way connected with injury to or death of any persons whomsoever
or loss or damage to any property of any person (including the Aircraft), which
may be suffered or incurred as a result of or in any way connected with (i) the
gross negligence or willful misconduct of the Lessor or (ii) a breach of
Lessor’s obligations hereunder, including without limitation Section 4.3
above.

       

      6.3           Survival.  The
provisions of Section 6 shall survive the expiration or earlier termination of
this Agreement and shall continue in full force and effect notwithstanding such
expiration or termination.

       

      Section
7:  LIENS; TAXES

       

      7.1           Liens.  Lessee
shall not create, nor permit to exist, any liens, security interests, mortgages,
charges or other encumbrances (“Liens”) upon or against the Aircraft other than
(a) Liens created by or attributable to Lessor or any parts thereof or (b) Liens
that arise and are discharged in the ordinary course of business (such as,
without limitation, mechanics’ liens for maintenance performed on the
Aircraft).  Nor shall Lessee do or permit to be done anything which
may expose the Aircraft or any parts thereof to forfeiture, seizure, arrest,
impounding, detention, confiscation, taking in execution, attachment or
appropriation.

       

      7.2           Taxes.  Lessee
shall promptly pay and discharge when due and payable all taxes, penalties and
interest that are payable and due arising out of Lessee’s use of the Aircraft
and shall  indemnify and hold Lessor harmless against any and all
sales, use, services, personal property, customs, business, fuel, leasing,
occupational, transfer, excise, franchise, ad valorem, turnover, stamp,
documentary, gross receipts or other taxes, fees, withholdings, imposts, duties,
levies, penalties, fines or interest thereon, imposed, levied or otherwise
payable to any national, state or local government, or any subdivision thereof,
relating to or attributable to this Agreement (excluding, however, any franchise
taxes attributable to Lessor or any taxes imposed on or measured by the net
income or net profits of the Lessor).

      


      Section
8:  CASUALTY OCCURRENCE

       

      8.1           Definition of Total
Loss.  For the purposes of this Agreement, “Total Loss” shall
mean (i) the actual or constructive total loss of the Aircraft (including any
damage thereto which results in an insurance settlement on the basis of a total
loss, or requisition for use or hire thereof

       


      
        
           


        

        
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      which
results in an insurance settlement on the basis of a total loss); (ii) the
Aircraft being destroyed, damaged beyond repair, or permanently rendered unfit
for normal use for any reason whatsoever; and (iii) the requisition of title,
capture, seizure, confiscation, detention or grounding of the Aircraft by the
FAA or any other competent government authority for a period in excess of thirty
(30) days, or the hi-jacking or theft of the Aircraft.

       

      8.2           Total Loss During
Term.  If the Aircraft is the subject of a Total Loss during
the Term, this Agreement shall terminate as of the date of such Total
Loss.  Provided all amounts which are then due and payable by Lessee
under this Agreement have been paid in full to Lessor, Lessee’s obligations
hereunder for the payment of charges under Sections 3 and 4 shall cease as from
the date when the Aircraft was no longer available for use due to a Total
Loss.  Lessee shall be liable only for such charges under Sections 3
and 4 hereof as would apply to the use of the Aircraft from the start of the
Term to the date of the Total Loss.

       

      


      Section
9:  DEFAULT

       

      9.1           Default by
Lessee.  If Lessee shall (i) fail to make any payment of Rent
or other amounts owed to Lessor when due and payable under this Agreement and
such payment is not received by Lessor within ten (10) days of such due date,
(ii) fail to pay those costs relating to the operation of the Aircraft as are
specified in Section 4 hereof, or (iii) operate the Aircraft outside the scope
of the insurance coverage required to be maintained with respect to the Aircraft
pursuant to Section 5 hereof, Lessor may declare this Agreement to be in default
and may exercise one or more of the following remedies as Lessor in its sole
discretion may elect, to the extent available and permitted by, and subject to
compliance with any mandatory requirements of applicable law then in effect: (i)
demand that Lessee immediately return the Aircraft and Lessee shall thereupon
immediately return the Aircraft, in which event this Agreement shall terminate
upon such return of the Aircraft; (ii) to the extent permitted by applicable
law, enter upon the premises where all or any part of the Aircraft is located
and take immediate possession of, and remove, the same, in which event this
Agreement shall terminate upon such return of the Aircraft; (iii) proceed by
appropriate court action to enforce performance by Lessee of the provisions of
this Agreement and to recover damages for the breach thereof; and (iv) terminate
this Agreement by written action and repossess the Aircraft.

      


      9.2           Default by
Lessor.  If Lessor shall (i) fail to maintain the Aircraft in
accordance with Sections 4.3(b) or 4.3(d), (ii) fail to provide or maintain
insurance coverage for the Aircraft in accordance with Section 5, or (iii) fail
to indemnify Lessee in accordance with Section 6.2, Lessee may declare this
Agreement to be in default and may exercise one or more of the following
remedies as Lessee in its sole discretion may elect, to the extent available and
permitted by, and subject to compliance with any mandatory requirements of
applicable law then in effect: (i) return the Aircraft to Lessor in which event
this Lease shall terminate upon such


      
        
           


        

        
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      return of
the Aircraft and Lessor shall refund to Lessee any amounts previously paid by
Lessee to Lessor for the lease of Aircraft for any period following the date of
such termination; and (ii) proceed by appropriate court action to enforce
performance by Lessor of the provisions of this Agreement and to recover damages
for the breach thereof.

      


      Section
10:  RIGHT OF FIRST REFUSAL

      


      10.1           First Refusal
Offer.  If Lessor has received a bona fide written offer from a
third party to purchase the Aircraft (a “Third Party Offer”) and the Lessor
wishes to accept such offer, Lessor shall, prior to accepting such offer,
provide Lessee with a notice (the “Notice”) proposing to sell the Aircraft to
the Lessee or its affiliates on the same terms and conditions as the Third Party
Offer (a “First Refusal Offer”).

       

      10.2           Notice.  The
Notice shall state that Lessor proposes to effect a sale of the Aircraft
pursuant to a Third Party Offer, summarize the terms and conditions of the Third
Party Offer and provide the name and address of the third party that has made
the Third Party Offer (the "Third Party Offeror”), together with a copy of all
writings between Lessor and the Third Party Offeror necessary to establish the
terms of the Third Party Offer.

       

      10.3           Exercise of Right of First
Refusal. The right of first refusal shall be exercisable by the Lessee or
an affiliate of the Lessee by delivery of a written notice to Lessor within five
(5) business days after receipt of the Notice (the “Notice Period”). If the
Lessee shall fail to respond to the Lessor within the Notice Period, such
failure shall be regarded as a rejection of the First Refusal Offer and the
Lessor shall be free to sell the Aircraft to the Third Party Offeror without any
further obligation to Lessee.

       

      10.4           Sale Pursuant to First
Refusal Offer. The closing of the purchase of the Aircraft by Lessee or
its affiliate pursuant to the exercise of its right of first refusal pursuant to
this Section 10 shall occur on a date chosen by the Lessee or its affiliate,
provided that such date shall be not later than 90 days after the date of the
Notice.  At the closing, each of the parties to the transaction shall
execute such additional documents as are necessary or appropriate to consummate
the transaction and vest title of the Aircraft in the purchaser.

       

      10.5           Sale to Third Party Offeror.
Notwithstanding anything to the contrary in this Section 10, if the
Lessee does not exercise its right of first refusal during the Notice Period in
accordance with Section 10.3 above, Lessor may sell, transfer and assign the
Aircraft to the Third Party Offeror on the terms and conditions of the Third
Party Offer, provided that such sale is bona fide and made within 90 days from
the last day of the Notice Period.  If such sale is not consummated
within such 90-day period, the restrictions provided in this Section 10 shall
again become effective, and no sale, transfer or assignment of the Aircraft may
be made thereafter without again offering to sell the Aircraft to the Lessee in
accordance with this Section 10.


      
        
           


        

        
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      Section
11:   MISCELLANEOUS

       

      11.1           Governing
Law.  This Agreement shall be governed and construed in
accordance with the law of the State of New York without regard to any conflict
of law rules thereof that might indicate the application of the laws of any
other jurisdiction.

       

      11.2           Notices and
Communications.  For the purposes of this Agreement, all
notices and other communications hereunder shall be given by personal delivery,
mail, or overnight delivery to the intended recipient at the address specified
below:

       

      
        	
                (a)  

              	
                If
      to Lessor:

              


      

       

      Wendy’s/Arby’s
Group, Inc.

      1155
Perimeter Center West

      Suite
1200

      Atlanta,
Georgia 30338

      Attn:  General
Counsel

      


       

      
        	
                (b)  

              	
                If
      to Lessee:

              


      

      


      TASCO,
LLC

      280 Park
Avenue, 41st
Floor

      New York,
New York 10017

      Attn:  Chief
Legal Officer

      


       

      Such
notice shall be effective upon receipt by the recipient (which receipt shall be
deemed to take place upon (i) five (5) days after mailing (by certified mail,
return receipt requested) in the case of a first class letter, (ii) upon
confirmed receipt in the case of a overnight delivery and (iii) upon signed
receipt of a personal delivery), shall be in writing and shall be in the English
language.

       

      11.3           Complete
Agreement.  This Agreement contains the entire agreement among
the parties hereto with respect to the subject matter hereof and supersedes all
prior written or oral communications or agreements with respect thereto,
including, without limitation, the Aircraft Time Sharing Agreement dated as of
August 6, 2007, as amended, by and between Triarc Companies, Inc. and Trian Fund
Management, L.P.

       

      11.4 Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when
executed shall be considered an original, and when taken together
shall

       


      
        
           


        

        
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      11.5 constitute
but one and the same instrument, and either of the parties hereto may execute
this Agreement by signing such counterpart.

       

      11.6 Third Party
Beneficiaries.  Lessor hereby acknowledges and agrees that
Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden
shall be third party beneficiaries of, and shall have full right and power to
enforce, the provisions of Section 5, 6.2 and 10 hereof as if they were parties
to this Agreement.

       

      


       

      Section
12:  REPRESENTATIONS AND WARRANTIES

       

      (a) Representations and
Warranties of Lessor.  The Lessor represents and warrants
that:

       

      (i)           Corporate Authority and Due
Execution. Lessor has the requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this Agreement by
Lessor and the consumption of the transactions contemplated hereby have been
duly and validly authorized by all necessary action.  This Agreement
has been duly and validly executed and constitutes the valid and binding
agreement of the Lessor, enforceable against it in accordance with its
terms.

       

      (ii) No Violation;
Consents. No consent or approval of, giving of notice to, registration
with, or taking of any other action in respect of or by, any third party,
including without limitation, any lender or any federal, state or local
governmental authority or agency (including, without limitation, the U.S.
Department of Transportation or the Federal Aviation Administration (“FAA”)) is
required with respect to the execution, delivery and performance by Lessor of
this Agreement or the consummation of any of the transactions contemplated
hereby, or if any such approval, notice, registration or action is required, it
has been duly given or obtained, other than (A) the consent (the “Siemens
Consent”) of Siemens Financial Services, Inc. (“Siemens”) and (B) notification
of the Agreement to the FAA.   Lessor agrees that if it has not
obtained the Siemens Consent prior to the commencement of the Term, it shall on
or before June 30, 2009 satisfy and discharge all of its obligations to Siemens
under that certain Note and Aircraft Security Agreement dated as of September 4,
2008 between Lessor and Siemens (the “Siemens Note”).

       

      (b) Representations and
Warranties of the Lessee.  The Lessee represents and warrants
as follows:

       

      (i)           Authority and Due
Execution. Lessee has the requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this Agreement by
Lessee and the consumption of the

       


      
        
           


        

        
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      transactions
contemplated hereby have been duly and validly authorized by all necessary
action.  This Agreement has been duly and validly executed and
constitutes the valid and binding agreement of the Lessee, enforceable against
it in accordance with its terms.

       

      (ii) No Violation;
Consents. No consent or approval of, giving of notice to, registration
with, or taking of any other action in respect of or by, any third party,
including without limitation, any lender or any federal, state or local
governmental authority or agency (including, without limitation, the U.S.
Department of Transportation or the Federal Aviation Administration (“FAA”)) is
required with respect to the execution, delivery and performance by Lessee of
this Agreement or the consummation of any of the transactions contemplated
hereby, or if any such approval, notice, registration or action is required, it
has been duly given or obtained.

      


       

      Section
13: TRUTH-IN-LEASING

       

      Truth-in-Leasing
Provision.  LESSOR CERTIFIES THAT DURING THE TWELVE (12) MONTHS
PRECEDING THE DATE OF THIS AGREEMENT, THE AIRCRAFT HAS BEEN MAINTAINED AND
INSPECTED UNDER THE PROVISIONS OF FEDERAL AVIATION REGULATIONS PART
91.  LESSEE CERTIFIES THAT (i) AT ALL TIMES DURING THE TERM HEREOF,
THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER THE PROVISIONS OF FEDERAL
AVIATION REGULATIONS PART 91, (ii) DURING THE TERM OF THISAGREEMENT, LESSEE, AND
NOT LESSOR, SHALL BE RESPONSIBLE FOR THE OPERATIONAL CONTROL OF THE AIRCRAFT AND
(iii) LESSEE UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH RESPECT TO ALL
APPLICABLE FEDERAL AVIATION REGULATIONS.  THE PARTIES UNDERSTAND THAT
AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL OF THE AIRCRAFT AND
PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OFFICE.  LESSEE AGREES TO KEEP A COPY OF
THIS AGREEMENT IN THE AIRCRAFT AT ALL TIMES DURING THE TERM HEREOF.

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers as of the day and year first above
written.

       

      
 

       

      WENDY’S/ARBY’S
GROUP,
INC.                                                                                  TASCO,
LLC

       

      


       

      By: /s/ NILS H.
OKESON                                                                                                By: /s/ EDWARD P.
GARDEN                     

      Name:
Nils H.
Okeson                                                                                             
Name: Edward P. Garden

      Title:
SVP, General Counsel and
Secretary                                                                   Title:
Vice Chairman

      


      


      


      


      


      Trian Fund Management, L.P. (“Trian”)
absolutely and unconditionally guarantees to Wendy’s/Arby’s Group,
Inc.  (the “Lessor”) the performance and observance of any and all of
the obligations of TASCO, LLC  (the “Lessee”) under the foregoing
Agreement, including but not limited to the payment in full of all amounts due
from Lessee to Lessor under the Agreement.  This Guarantee constitutes
the direct, general and unconditional obligation of Trian, is irrevocable and
with respect to the obligations of Lessee involving payment of amounts due to
Lessor is a guarantee of payment and not of collection.

      


      


      TRIAN FUND MANAGEMENT,
L.P.

      By: Trian Fund Management GP,
LLC

      its general partner

      


      


      


      By: /s/ EDWARD P.
GARDEN                  

      Name: Edward P. Garden

      Title: Member


      
        
           


        

        
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