exhibit10-1_061009.htm


    EXHIBIT
10.1

     

    


     

    AMENDMENT NO. 1 TO AMENDED
AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT

     

    AMENDMENT
NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT and AMENDED AND RESTATED PLEDGE
AND SECURITY AGREEMENT (this “Amendment”), dated as of June
10, 2009, to (i) that certain AMENDED AND RESTATED CREDIT AGREEMENT (as amended,
the “Credit Agreement;”
capitalized terms used herein without definition herein having the meanings
assigned thereto therein), dated as of July 25, 2005 and amended and restated as
of March 11, 2009, among ARBY’S RESTAURANT GROUP, INC., a Delaware corporation
(“Arby’s Opco
Borrower”), ARBY’S RESTAURANT HOLDINGS, LLC, a Delaware limited liability
company (“Holdco
Co-Borrower”), WENDY’S INTERNATIONAL, INC., an Ohio corporation (“WII Co-Borrower”), WENDY’S
INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company (“Ultimate Parent Co-Borrower”
and, together with Arby’s Opco Borrower, Holdco Co-Borrower and WII Co-Borrower,
the “Borrowers”), TRIARC
RESTAURANT HOLDINGS, LLC, a Delaware limited liability company, the Lenders, the
Issuers, CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders
and the Issuers (in such capacity, the “Administrative Agent”) and as
collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), BANK OF
AMERICA, N.A. and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as co-syndication agents
for the Lenders and the Issuers, and WACHOVIA BANK,
NATIONAL ASSOCIATION, SUNTRUST BANK and GE CAPITAL FRANCHISE
FINANCE CORPORATION, as
co-documentation agents for the Lenders and the Issuers and (ii) the Pledge and
Security Agreement.

     

     

    W I T N E S S E T H :

     

    WHEREAS,
Ultimate Parent Co-Borrower and certain of its Subsidiaries intend to enter into
the 2009 Indenture (as defined below) pursuant to which Ultimate Parent
Co-Borrower will issue the 2009 Notes (as defined below);

     

    WHEREAS,
Arby’s Opco Borrower and Holdco Co-Borrower intend to use a portion of the net
proceeds of the issuance of the 2009 Notes to optionally prepay
$125 million of Term Loans pursuant to Section 2.8(b) of the Credit
Agreement (as such amount may be adjusted in accordance with Section 7.21 of the
Credit Agreement, as amended by this Amendment);

     

    WHEREAS,
Ultimate Parent Co-Borrower may distribute all or a portion of the remaining net
proceeds of the 2009 Notes to Wendy’s/Arby’s Group, Inc., a Delaware corporation
(“Sponsor”), as a
dividend;

     

     

    
      
        
           


        

        
           

          
            

          

        

        
           


        

      

    

    


    
      WHEREAS,
in order to effect the foregoing, the Borrowers desire to make certain
amendments to the Credit Agreement and the Pledge and Security Agreement,
subject to the terms and conditions below; and

    

     

    WHEREAS,
pursuant to Section 11.1 of the Credit Agreement the Lenders desire to enter
into this Amendment;

     

    NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     

    SECTION ONE -
Amendments.  Subject
to the satisfaction of the conditions set forth in Section Three
hereof:

     

    
      	
              (a)  

            	
              Section
      1.1 of the Credit Agreement is amended by inserting the following
      definitions in numerical and alphabetical
order:

            


    

     

    “‘2009 Indenture’ means that
certain indenture to be entered into among Ultimate Parent Co-Borrower, the
guarantors party thereto and the indenture trustee thereunder.”

     

    “‘2009 Note Documents’ means,
collectively, the 2009 Indenture, the 2009 Notes, the guaranties, the purchase
agreement and the registration rights agreement entered into in connection
therewith.”

     

    “‘2009 Notes’ means senior
unsecured notes issued by Ultimate Parent Co-Borrower under the 2009 Indenture
having a final maturity date no earlier than the date that is one year after the
Term Loan Maturity Date (including any exchange notes issued in exchange
therefor).”

     

     

    “‘Amendment No. 1’ means
Amendment No. 1, dated as of June 10, 2009, to the Amended and Restated Credit
Agreement, dated as of July 25, 2005, and amended and restated as of March 11,
2009, among the Borrowers, Triarc Restaurant Holdings, LLC, Citicorp North
America, Inc., as administration agent and collateral agent, Bank of America,
N.A. and Credit Suisse, Cayman Island Branch, as co-syndication agents, and
Wachovia Bank, National Association, SunTrust Bank and GE Capital Franchisee
Finance Corporation, as co-documentation agents.”

     

    “‘Senior Secured Debt’ shall
mean, at any time, Consolidated Financial Covenant Debt other than (i)
Indebtedness of the type specified in clauses (d) and (h) of the definition of
Indebtedness and (ii) any Consolidated Financial Covenant Debt that is unsecured
or the payment of which, by its express terms, is subordinated to the payment of
the Obligations.  For the avoidance of doubt, the Senior Notes, the
2009 Notes and any Subordinated Debt shall not be included in the definition of
Senior Secured Debt.”

     

    “‘Senior Secured Lease Adjusted
Leverage Ratio’ means, with respect to Ultimate Parent Co-Borrower as of
any date, the ratio of (a) the sum of (i) Senior 

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    Secured
Debt of Ultimate Parent Co-Borrower and its Subsidiaries (other thanUnrestricted
Subsidiaries) outstanding as of such date plus (ii) Consolidated Rental Expense
for Ultimate Parent Co-Borrower for the last four Fiscal Quarter period ending
on or before such date multiplied by eight to (b) Consolidated EBITDAR for
Ultimate Parent Co-Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries) for the last four Fiscal Quarter period ending on or before such
date.”

     

    “‘Senior Secured Leverage Ratio’
means, with respect to Ultimate Parent Co-Borrower as of any date, the ratio of
(a) Senior Secured Debt of Ultimate Parent Co-Borrower and its Subsidiaries
(other than Unrestricted Subsidiaries) outstanding as of such date to (b)
Consolidated EBITDA for Ultimate Parent Co-Borrower and its Subsidiaries (other
than Unrestricted Subsidiaries) for the last four Fiscal Quarter
period  ending on or before such date.”;

     

    
      	
              (b)  

            	
              The
      definition of Cash Interest Expense in Section 1.1 of the Credit
      Agreement is amended by (i) deleting “and” at the end of
      clause (g), (ii) deleting the period at the end of clause (h) and
      replacing it with “, and” and (iii) adding the following new clause
      (i):

            


    

     

    “(i) any
fees (including underwriting fees) and expenses paid by such Person or its
Consolidated Subsidiaries during such period in connection with the issuance of
the 2009 Notes.”

     

    
      	
              (c)  

            	
               The
      definition of Designated Net Cash Proceeds in Section 1.1 of the Credit
      Agreement is amended in its entirety to read as
  follows:

            


    

     

    “‘Designated Net Cash Proceeds’
means (a) for purposes of the definition of Available Amount, the portion of the
net cash proceeds of an Equity Issuance that Ultimate Parent Co-Borrower
designates as being applied to the Available Amount (and not being applied to
Capital Expenditures) and (b) for purposes of the definition of Capital
Expenditures, the portion of the net cash proceeds of an Equity Issuance that a
Borrower designates as being applied to Capital Expenditures (and not being
applied to the Available Amount); provided that in each case such designation
shall be evidenced by a certificate of a Responsible Officer of a Borrower
delivered no later than five days after the time of such Equity
Issuance.  For purposes of this definition, net cash proceeds means
the cash proceeds received by a Borrower net of fees, commissions, discounts,
investment banking, legal, accounting and other advisors' fees, expenses and
other costs incurred by such Borrower in connection with an Equity Issuance as
reasonably determined by such Borrower.”

     

    
      	
              (d)  

            	
              The
      definition of Applicable Margin is amended in its entirety to read as
      follows:

            


    

     

    “‘Applicable Margin’” means, at
any time, the applicable rate set forth in the following table:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Corporate
      Credit Rating of Ultimate Parent Co-Borrower

            	
              Term
      Loans maintained as Base Rate Loans

            	
              Term
      Loans maintained as Eurodollar Rate Loans

            	
              Revolving
      Loans maintained as Base Rate Loans and Swing Loans

            	
              Revolving
      Loans maintained as Eurodollar Rate Loans

            
	
              
    	
              
    	
              
    	
              
    	
              
    
	
              Level
      I

              Greater
      than or equal to B1 (Moody’s) / B+ (S&P)

            	
              3.00%
      per annum

            	
              4.00%
      per annum

            	
              3.00%
      per annum

            	
              4.00%
      per annum

            
	
              
    	
              
    	
              
    	
              
    	
              
    
	
              Level
      II

              Less
      than

              B1
      (Moody’s) / B+ (S&P) but greater than or equal to B2 (Moody’s) / B
      (S&P)

            	
              3.50%
      per annum

            	
              4.50%
      per annum

            	
              3.50%
      per annum

            	
              4.50%
      per annum

            
	
              
    	
              
    	
              
    	
              
    	
              
    
	
              Level
      III

              Less
      than

              B2
      (Moody’s) / B (S&P) but greater than or equal to B3 (Moody’s) / B-
      (S&P)

            	
              4.00%
      per annum

            	
              5.00%
      per annum

            	
              4.00%
      per annum

            	
              5.00%
      per annum

            
	
              
    	
              
    	
              
    	
              
    	
              
    
	
              Level
      IV

              Less
      than

              B3
      (Moody’s) / B- (S&P)

            	
              5.00%
      per annum

            	
              6.00%
      per annum

            	
              5.00%
      per annum

            	
              6.00%
      per annum

            
	
              
    	
              
    	
              
    	
              
    	
              
    


    

    


     

    ; provided, that, (x) in the
event of Level I (as noted in the above table), if the corporate credit rating
of Ultimate Parent Co-Borrower is subject to either a review for downgrade by
Moody's or a negative credit watch by S&P, the “Applicable Margin” shall be
that 

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    indicated
for Level II (as noted in the above table), (y) in the event of Level II, if the
corporate credit rating of Ultimate Parent Co-Borrower is subject to either a
review for downgrade by Moody's or a negative credit watch by S&P, the
“Applicable Margin” shall be that indicated for Level III (as noted in the above
table), and (z) in the event of Level III, if the corporate credit rating of
Ultimate Parent Co-Borrower is subject to either a review for downgrade by
Moody's or a negative credit watch by S&P, the “Applicable Margin” shall be
that indicated for Level IV (as noted in the above table); provided, further,
that in the case of each of clauses (x), (y) and (z), at such time as the
corporate credit rating of Ultimate Parent Co-Borrower is neither subject to a
review for downgrade by Moody’s nor subject to a negative credit watch by
S&P, the Applicable Margin shall be that indicated in the Level based on the
corporate credit rating of the Ultimate Parent Co-Borrower at such
time.  In the event that these two ratings are split by one level or
more, pricing will be determined on the basis of the lowest of the two
ratings.”

     

    
      	
              (e)  

            	
              The
      definition of EBITDA in Section 1.1 of the Credit Agreement is amended by
      (i) deleting “and” at the end of clause (b) (ix) thereof, (ii) deleting
      “and minus” at
      the end of clause (b)(x) thereof and (iii) adding the following new
      clauses (xi) and (xii):

            


    

     

    “(xi)
fees, expenses and charges paid or incurred in connection with the issuance of
the 2009 Notes and the execution, delivery and effectiveness of Amendment No. 1
but only up to an aggregate amount equal to $18,000,000; and

     

    (xii) fees,
expenses and charges paid or incurred in connection with any prepayment,
redemption, purchase, defeasance or satisfaction of the 2011 Notes permitted by
Section 8.6(b)(ix); and minus”

     

    
      	
              (f)  

            	
              The
      definition of Equity Issuance in Section 1.1 of the Credit Agreement is
      amended by adding the word “of” immediately before the phrase “any
      Subsidiary” in the last line of such
definition.

            


    

     

    
      	
              (g)  

            	
              The
      definition of Excess Cash Flow in Section 1.1 of the Credit Agreement
      is amended by (i) deleting “and g” in the third line of
      clause (ix) thereof and replacing it with “, (g) and (i)” and
      (ii) deleting “and (x)” in the second line of clause (xiii) and
      replacing it with “, (x), (xi) and
(xii)”.

            


    

     

    
      	
              (h)  

            	
              The
      definition of Financial Covenant Debt in Section 1.1 of the Credit
      Agreement is amended by adding the phrase “without duplication”
      immediately after the word “means” in the first line of each
      definition.

            


    

     

    
      	
              (i)  

            	
              The
      definition of Immaterial Subsidiaries in Section 1.1 of the Credit
      Agreement is amended by adding the following immediately before the “;” at
      the end of the first proviso in such
definition:

            


    

     

    “(in
which case it will be released from the Guaranty and the Collateral Documents to
which it is a party)”.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    
       

      
        	
                (j)  

              	
                [RESERVED].

              


      

       

    

    
      	
              (k)  

            	
              The
      definition of Permitted Acquisition in Section 1.1 of the Credit Agreement
      is amended by (i) replacing the phrase “Section 5.1” in
      clause (i) thereof with “Section
      5.1(b)”, (ii) replacing the phrase “Section 5.2” in
      clause (j) thereof with “Section
      5.2(b)”, (iii) adding the phrase “Senior Secured” immediately
      before the phrase “Leverage Ratio” in each place that the phrase “Leverage
      Ratio” appears in clause (i) thereof, (iv) replacing the phrase “Section 5.1” in
      the proviso thereto with “Section 5.1(b)”
      and (v) adding the phrase “Senior Secured” immediately before the phrase
      “Leverage Ratio” that appears in the proviso
  thereto.

            


    

     

    
      	
              (l)  

            	
              [RESERVED].

            


    

     

    
      	
              (m)  

            	
              The
      definition of “Unrestricted Subsidiary” in Section 1.1 of the Credit
      Agreement is amended by replacing the phrase “Sections 5.1, 5.2 and 5.3”
      in clause (c) of the fourth sentence thereof with the following: “Sections
      5.1 (b), 5.2(b) and 5.3”.

            


    

     

    
      	
              (n)  

            	
              Section 2.9(a)(i)
      of the Credit Agreement is amended by adding the phrase “or Property Loss
      Event” immediately after the phrase “Asset Sale” in clause (x) of the
      proviso in such Section.

            


    

     

    
      	
              (o)  

            	
              Section 2.9(a)(ii)
      of the Credit Agreement is amended in its entirety to read as
      follows:

            


    

     

    “(ii) to
the extent such proceeds arise from a Debt Issuance other than an issuance or
incurrence of Permitted Debt, a Borrower (or, at a Borrower’s option, any other
Loan Party for the benefit of the Borrowers) shall immediately prepay the Loans
in an amount equal to (A) if Ultimate Parent Co-Borrower’s Senior Secured
Leverage Ratio as at the end of the last period for which Ultimate Parent
Co-Borrower has delivered Financial Statements pursuant to Section 6.1 (a)
or (b)
calculated on a Pro Forma Basis giving effect to such Debt Issuance is 1.40 to
1.0 or greater, 75% of such Net Cash Proceeds or (B) otherwise, 50% of such
Net Cash Proceeds.”

     

    
      	
              (p)  

            	
              Section 2.9(b)
      of the Credit Agreement is amended in its entirety to read as
      follows:

            


    

     

    “(b) A
Borrower (or, at a Borrower’s option, any other Loan Party for the benefit of
the Borrowers) shall prepay the Loans within 135 days after the last day of each
Fiscal Year beginning with Fiscal Year 2006, in an amount equal to (i) if
Ultimate Parent Co-Borrower’s Senior Secured Leverage Ratio as at the end of
such Fiscal year is 1.40 to 1.0 or greater, 50% of the Excess Cash Flow for such
Fiscal Year or (ii) if Ultimate Parent Co-Borrower’s Senior Secured Leverage
Ratio as at the end of such Fiscal year is less than 1.40 to 1.0 and greater
than or equal to 1.25 to 1.0, 25% of the Excess Cash Flow for such Fiscal
Year.  Any such mandatory prepayment shall be applied in accordance
with 

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    clause (c)
below.  If Ultimate Parent Co-Borrower’s Senior Secured Leverage Ratio
as at the end of such Fiscal Year is less than 1.25 to 1.0, no prepayment shall
be required pursuant to this clause (b).”

     

    
      	
              (q)  

            	
              Section
      5.1 of the Credit Agreement is amended in its entirety to read as
      follows:

            


    

     

    “Section
5.1                                Maximum Leverage Ratio and
Maximum Senior Secured Leverage Ratio.

     

    (a)           Ultimate
Parent Co-Borrower agrees with the Administrative Agent and each Revolving
Credit Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall
have, on the last day of each Fiscal Quarter, a Leverage Ratio of not more than
4.50 to 1.00.

     

    (b)           Ultimate
Parent Co-Borrower agrees with the Administrative Agent and each Revolving
Credit Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall
have, on the last day of each Fiscal Quarter set forth below, a Senior Secured
Leverage Ratio of not more than the maximum ratio set forth below opposite such
Fiscal Quarter:

     

    
      	
              
                Fiscal
      Quarter Ending Closest To

              

            	
              
                Maximum
      Senior Secured Leverage Ratio

              

            
	
              
    	
              
    
	
              June
      30,
      2009                                                       

            	
              1.50
      to 1

            
	
              September 30,
      2009                                                       

            	
              1.50
      to 1

            
	
              January
      3,
      2010                                                       

            	
              1.50
      to 1

            
	 
      	 
      
	
              March 31,
      2010                                                       

            	
              1.50
      to 1

            
	
              June
      30,
      2010                                                       

            	
              1.50
      to 1

            
	
              September 30,
      2010                                                       

            	
              1.35
      to 1

            
	
              January
      2,
      2011                                                       

            	
              1.25
      to 1

            
	 
      	 
      
	
              March 31,
      2011                                                       

            	
              1.25
      to 1

            
	
              June
      30,
      2011                                                       

            	
              1.25
      to 1

            
	
              September
      30,
      2011                                                       

            	
              1.00
      to 1

            
	
              January
      1,
      2012                                                       

            	
              1.00
      to 1

            
	 
      	 
      
	
              March
      31,
      2012                                                       

            	
              1.00
      to 1

            
	
              June
      30,
      2012                                                       

            	
              1.00
      to 1”

            


    

    


    
      	
              (r)  

            	
              Section
      5.2 of the Credit Agreement is amended in its entirety to read as
      follows:

            


    

     

     

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

                  
“Section 5.2  Maximum Lease Adjusted
Leverage Ratio and Senior Secured Lease Adjusted Leverage Ratio


    (a)           Ultimate
Parent Co-Borrower agrees with the Administrative Agent and each Revolving
Credit Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall
have, on the last day of each Fiscal Quarter, a Lease Adjusted Leverage Ratio of
not more than 6.00 to 1.00.

     

    (b)           Ultimate
Parent Co-Borrower agrees with the Administrative Agent and each Revolving
Credit Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall
have, on the last day of each Fiscal Quarter set forth below, a Senior Secured
Lease Adjusted Leverage Ratio of not more than the maximum ratio set forth below
opposite such Fiscal Quarter:

     

    
      	
              
                Fiscal
      Quarter Ending Closest To

              

            	
              
                Maximum
      Senior Secured Lease Adjusted Leverage Ratio

              

            
	
              
    	
              
    
	
              June
      30,
      2009                                                      

            	
              3.75
      to 1

            
	
              September 30,
      2009                                                      

            	
              3.75
      to 1

            
	
              January
      3,
      2010                                                      

            	
              3.75
      to 1

            
	 
      	 
      
	
              March 31,
      2010                                                      

            	
              3.75
      to 1

            
	
              June
      30,
      2010                                                      

            	
              3.75
      to 1

            
	
              September 30,
      2010                                                      

            	
              3.50
      to 1

            
	
              January
      2,
      2011                                                      

            	
              3.35
      to 1

            
	 
      	 
      
	
              March 31,
      2011                                                      

            	
              3.00
      to 1

            
	
              June
      30,
      2011                                                      

            	
              3.00
      to 1

            
	
              September
      30,
      2011                                                      

            	
              3.00
      to 1

            
	
              January
      1,
      2012                                                      

            	
              3.00
      to 1

            
	 
      	 
      
	
              March
      31,
      2012                                                      

            	
              3.00
      to 1

            
	
              June
      30,
      2012                                                      

            	
              3.00
      to 1”

            


    

    


    
      	
              (s)  

            	
              Section
      5.3 of the Credit Agreement is amended in its entirety to read as
      follows:

            


    

     

    “Section
5.3                                Minimum Interest Coverage
Ratio

     

    Holdco
Co-Borrower agrees with the Administrative Agent and each Revolving Credit
Lender, Term Loan Lender, Swing Loan Lender and Issuer that for the Fiscal
Quarter ended December 28, 2008, it shall have an Interest Coverage Ratio, as
determined as of the last day of such Fiscal Quarter, for the four Fiscal
Quarters ending on such day, of at least 2.75 to 1; Ultimate Parent Co-Borrower
agrees with the Administrative Agent and each Revolving Credit Lender, Term Loan
Lender, Swing Loan Lender and Issuer that for the Fiscal Quarter ended March 31,
2009, it shall have an 

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    Interest
Coverage Ratio, as determined as of the last day of such Fiscal Quarter, for the
four Fiscal Quarters ending on such day, of at least 3.00 to 1; and Ultimate
Parent Co-Borrower agrees with the Administrative Agent and each Revolving
Credit Lender, Term Loan Lender, Swing Loan Lender and Issuer that for each
Fiscal Quarter ended after March 31, 2009, it shall have an Interest Coverage
Ratio, as determined as of the last day of each Fiscal Quarter in such period,
for the four Fiscal Quarters ending on such day, of at least 2.75 to
1.”.

     

    
      	
              (t)  

            	
              Article VII
      of the Credit Agreement is amended by adding a new Section 7.21 as
      follows:

            


    

     

    “Section 7.21.  Optional Prepayment
Following Issuance of 2009 Notes.  Concurrently with the
closing of the issuance of the 2009 Notes, Arby’s Opco Borrower and Holdco
Co-Borrower shall optionally prepay Term Loans in an aggregate principal amount
of $125,000,000 (as such amount may be increased in accordance with the
following sentence, the “Prepayment Amount”) in accordance with Section 2.8(b);
provided, however,
that notwithstanding
anything to the contrary contained in Section 2.8(b), Arby’s Opco Borrower and
Holdco Co-Borrower may pay the Prepayment Amount without providing any prior
notice to the Administrative Agent or any Lender.  In the event that
the aggregate principal amount of 2009 Notes issued by Ultimate Parent
Co-Borrower exceeds $550,000,000, then the Prepayment Amount shall be increased
by an amount equal to 50% of the aggregate principal amount of 2009 Notes issued
in excess of $550,000,000.”

     

    
      	
              (u)  

            	
              Section
      8.1(b) of the Credit Agreement is amended by adding “, modifications”
      immediately following the word “renewals” in clause (II)
      thereof.

            


    

     

    
      	
              (v)  

            	
              8.1(d)
      of the Credit Agreement is amended by replacing the phrase “Sections 5.1,
      5.2, 5.3 and 5.4” in clause (ii) of the proviso thereof with the
      following: “Sections 5.1(b), 5.2(b), 5.3 and
  5.4”.

            


    

     

    
      	
              (w)  

            	
              Section
      8.1(h) of the Credit Agreement is amended in its entirety to read “(h)
      [RESERVED]”.

            


    

     

    
      	
              (x)  

            	
              Section
      8.1(i) of the Credit Agreement is amended in its entirety to read “(i)
      [RESERVED]”.

            


    

     

    
      	
              (y)  

            	
              Section
      8.1 of the Credit Agreement is amended by (i) deleting the word “and” at
      the end of clause (n) thereof, (ii) replacing the period at the end of
      clause (o) thereof with “; and”, and (iii) inserting the following as the
      new clause (p):

            


    

     

    “(p)           The
2009 Notes (which can be issued at multiple times) and all Indebtedness incurred
under the 2009 Note Documents and any refinancings, refundings, renewals or
extensions thereof; provided that on the date of
the incurrence of such 

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    Indebtedness
under the 2009 Notes (excluding any exchange notes issued in lieu thereof) and
after giving effect to such incurrence (and any related repayment of
Indebtedness) on a Pro Forma Basis the Leverage Ratio of Ultimate Parent
Co-Borrower shall not exceed 4.00 to 1 (with such Leverage Ratio recomputed as
of the date of such incurrence using the Financial Statements for the most
recently ended Fiscal Quarter prior to such incurrence for which Financial
Statements have been delivered pursuant to Section 6.1(a) or (b) and as
reflected in the Compliance Certificate delivered to the Administrative Agent in
accordance with Section 6.1(c) for the most recently ended Fiscal Quarter
prior to such incurrence for which a Compliance Certificate has been delivered
pursuant to Section 6.1(c)).”

     

    
      	
              (z)  

            	
              Section
      8.3(b) of the Credit Agreement is amended by inserting the phrase “; provided, that Ultimate
      Parent Co-Borrower may invest proceeds of the 2009 Notes in cash
      (including cash held in bank deposit accounts) and Cash Equivalents”
      immediately after the word “business”
therein.

            


    

     

    
      	
              (aa)  

            	
              [RESERVED].

            


    

     

    
      	
              (bb)  

            	
              Section
      8.3(o) of the Credit Agreement is amended in its entirety to read as
      follows:

            


    

     

    “(o)           Investments
for the purpose of purchasing loan obligations of franchisees of WII Co-Borrower
to the extent they are guaranteed by WII Co-Borrower and accounted for as
contingent obligations on the balance sheet of WII Co-Borrower in an aggregate
amount (valued at cost), not to exceed $31,000,000 at any time outstanding;
provided that (i) any
such Investments made pursuant to this clause (o) and not in accordance with
clause (ii) of this proviso may not exceed $15,000,000 at any time outstanding
and (ii) any such Investments made pursuant to this clause (o) within a period
of five Business Days after the issuance of the 2009 Notes may not exceed
$16,000,000 at any time outstanding; and”

     

    
      	
              (cc)  

            	
              Section 8.3
      of the Credit Agreement is amended by (i) deleting “and” at the end
      of clause (n) thereof and (ii) inserting the following new clause
      (p):

            


    

     

    “(p) Investments
consisting of (i) purchases, redemptions or other acquisitions of the 2011
Notes or (ii) cash, securities or other property in deposit or securities
accounts created in connection with the defeasance or satisfaction of the 2011
Notes, in each case, in accordance with Section 8.6(b)(ix).”.

     

    
      	
              (dd)  

            	
              Section
      8.4 (j) of the Credit Agreement is amended by adding the following
      parenthetical clause immediately prior to the comma at the end of clause
      (i) of the proviso in such section:

            


    

     

    “(or in
the case of Fiscal Year 2009, the Restatement Effective Date)”

     

    
      	
              (ee)  

            	
              Section
      8.5(b) of the Credit Agreement is amended in its entirety to read as
      follows:

            


    

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    
      	 	
              “(b) 

            	
              dividends
      and distributions in an aggregate amount that does not exceed an amount
      equal to the aggregate net cash proceeds of the 2009 Notes minus an amount equal
      to the sum of (i) the Prepayment Amount (as it may be increased
      pursuant to the last sentence of Section 7.21), (ii) the aggregate
      amount of accrued interest on such Prepayment Amount required to be paid
      pursuant to Section 2.8(b) and (iii) the aggregate amount of
      Investments made pursuant to Section 8.3(o) that are subject to clause
      (ii) of the proviso thereof.  For purposes of this
      Section 8.5(b), net cash proceeds mean cash proceeds of the 2009
      Notes received by Ultimate Parent Co-Borrower net of fees, commissions,
      discounts, investment banking, legal, accounting and other advisors’ fees,
      expenses and other costs incurred in connection with such issuance as
      reasonably determined by the Ultimate Parent
  Co-Borrower;”

            


    

     

    
      	
              (ff)  

            	
              Section
      8.6(b) is amended by (i) deleting “and” at the end of clause (vii), (ii)
      deleting clause (ix) in its entirety and (iii) adding the following
      language immediately before the period at the end of Section
      8.6(b):

            


    

     

    “, (viii)
purchase loan obligations of franchisees of WII Co-Borrower in accordance with
Section 8.3(o)
and (ix) Ultimate Parent Co-Borrower or any of its Restricted Subsidiaries may
prepay, redeem, purchase, defease or otherwise satisfy the 2011 Notes, in whole
or in part, at any time and from time to time in each case prior to the maturity
thereof.  For the avoidance of doubt, Section 8.6(b) shall
not prohibit the payment of fees (including trustee fees) and other payments
required to be made under the 2009 Notes and the Senior Notes in accordance with
the respective terms thereof (so long as such payments do not involve the
payment of principal prior to the scheduled maturity thereof)”.

     

    
      	
              (gg)  

            	
              Section
      8.8(b) of the Credit Agreement is amended (i) by amending clause (iv) of
      Section 8.8(b) in its entirety to read as follows:  “(iv) in the
      case of Ultimate Parent Co-Borrower, making loans to WII Co-Borrower as
      permitted by this Agreement and issuing the 2009 Notes and taking action
      reasonably incidental thereto,”, (ii) by replacing the word “and” at the
      end of clause (ix) with a comma and (iii) by replacing the period at the
      end of clause (x) with the
following:

            


    

     

    “and (xi)
fulfilling its obligations under any 2009 Note Document and any documents
relating to Indebtedness that refinances or replaces the 2009 Notes so long as
the restrictions in such documents are not more disadvantageous to the Loan
Parties and their Subsidiaries in any material respect than those in the 2009
Note Documents.”

     

    
      	
              (hh)  

            	
              Section
      8.10 of the Credit Agreement is amended by inserting (i) immediately
      following the phrase “Schedule 8.10”
      in clause (v) in the proviso thereof the phrase “, as such Indebtedness
      may be modified from time to time, provided that such modifications shall
      not result in the imposition of any additional restrictions of the type
      described in clause (a) 

            


    

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    
      	
               

            	
              and
      (b) above” and (ii) immediately before clause (u) in the proviso thereof
      the following new clause (t):

            


    

     

    “(t)
restrictions in the 2009 Note Documents and any documents relating to
Indebtdness that refinances or replaces the 2009 Notes so long as the
restrictions in such documents are not more disadvantageous to the Loan Parties
and their Subsidiaries in any material respect than those in the 2009 Note
Documents,”.

     

    
      	
              (ii)  

            	
              Section
      8.20 of the Credit Agreement is amended by inserting the phrase “and
      Quality Supply Chain Co-op, Inc.” immediately following the word “WNAP” in
      the section heading and the first sentence of such
  section

            


    

     

    
      	
              (jj)  

            	
              The
      definition of “Change of Control” in Section 1.1 of the Credit Agreement
      is amended by (i) inserting “or” after the semi-colon at the end of clause
      (c) thereof, (ii) replacing “; or” at the end of clause (d) thereof with a
      period and (iii) deleting clause (e) thereof in its
    entirety.

            


    

     

    
      	
              (kk)  

            	
              The
      definitions of “Permitted Parent Notes”, “Permitted Subordinated Debt”,
      “Subordinated Debt” and “Subordinated Debt Documents” in Section 1.1 of
      the Credit Agreement are deleted in their
  entirety

            


    

     

    
      	
              (ll)  

            	
              Section
      4.20(d) of the Credit Agreement is deleted in its
  entirety.

            


    

     

    
      	
              (mm)  

            	
              Section
      8.8(b) of the Credit Agreement is amended by deleting clause (v) thereof
      in its entirety and replacing it with “(v)
  [RESERVED];”.

            


    

     

    
      	
              (nn)  

            	
              Section
      8.10 of the Credit Agreement is ameded by deleting the phrase “or, in the
      case of (a) only, any Permitted Subordinated Debt or Permitted Parent
      Notes (to the extent the terms thereof related thereto are not more
      restrictive than those of the Loan Documents)” in the first sentence
      thereof.

            


    

     

    
      	
              (oo)  

            	
              Section
      8.13(a) of the Credit Agreement is amended by deleting such section in its
      entirety and replacing it with “(a)
  [RESERVED];”.

            


    

     

    
      	
              (pp)  

            	
              Section
      8.13(b) of the Credit Agreement is amended by deleting such section in its
      entirety and replacing it with “(b)
  [RESERVED];”.

            


    

     

    SECTION TWO -
Amendment to Pledge and
Security Agreement; Certain Credit Agreement Amendments.

     

    (a)  Subject
to the satisfaction of the applicable conditions set forth in Section Three
hereof, the definition of Excluded Equity in Section 1.1 of the Pledge and
Security Agreement is amended by inserting the phrase “and Quality Supply Chain
Co-op, Inc.” immediately following the word “WNAP” in clause (iii)
thereof.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (b)
Subject to the satisfaction of the applicable conditions set forth in Section
Three hereof:

     

                      (i) The
definition of Investment in Section 1.1 of the Credit Agreement is amended by
deleting “as presently conducted” in clause (b) thereof.

     

                     (ii) The
definition of Pro Forma Basis in Section 1.1 of the Credit Agreement is amended
in its entirety to read as follows:

     

    “‘Pro Forma Basis’ means, with
respect to any determination for any period, that such determination shall be
made giving pro forma
effect to (i) each Permitted Acquisition for consideration in excess of
$3.0 million (and any related incurrence of Indebtedness) consummated after the
first day of such period (and the RTM Acquisitions), (ii) each Sale of Business
for gross proceeds in excess of $3.0 million (and any related repayment of
Indebtedness) consummated after the first day of such period, (iii) each quick
service restaurant location that commenced operations after the first day of
such period, (iv) the New Transactions (including the addition of additional
obligors hereunder), (v) to the extent not covered by clauses (i), (ii),
 (iii) or (iv), solely for purposes of determining compliance with Section 8.1(d), (h) or (i) each incurrence
of Indebtedness under any such Section and any repayment of any Indebtedness, in
each case, consummated after the first day of such period, and (vi) for any
period ending on or prior to September 30, 2009, the Triarc Acquisition, in the
case of each of clauses (i) through (vi), together with all transactions
relating thereto consummated during such period (including any incurrence,
assumption, refinancing or repayment of Indebtedness), and as if such
acquisition, Sale of Business, commencement of operations, New Transactions,
Triarc Acquisition, incurrence, repayment, and/or related transactions had been
consummated on the first day of such period, in each case based on historical
results accounted for in accordance with GAAP and, to the extent applicable,
reasonable adjustments that are specified in detail in the relevant Compliance
Certificate, Financial Statements or other document provided to the
Administrative Agent or any Lender in connection herewith in accordance with
Regulation S-X under the Securities Act, and other cost savings and pro forma adjustments
reasonably acceptable to the Administrative Agent.  For purposes of the
foregoing determination, to the extent historical results for a quick service
restaurant location described in clause (iii) above are available for less than
a full fiscal year but are available for at least a full fiscal quarter, such
results shall be annualized based on the results for the fiscal quarters
available (it being understood that if historical results for such location are
not available for at least one full fiscal quarter, such results shall not be
part of any pro forma
calculation).”.

     

                           (iii)
Section 8.3(g) of the Credit Agreement is amended by deleting clause (i) thereof
in its entirety and replacing it with the following new clause (i):

     

    “(i) Ultimate
Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco
Borrower or any Subsidiary Guarantor in Ultimate Parent Co-Borrower, WII
Co-Borrower, Holdco Co-Borrower, Parent, Arby’s Opco Borrower or any Subsidiary
Guarantor,”.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    SECTION THREE -
Conditions to
Effectiveness.  This Amendment shall become effective when, and
only when, the Administrative Agent shall have received (i) counterparts of
this Amendment executed by the Borrowers and consents to this Amendment executed
by the Requisite Lenders and (ii) by wire transfer of immediately available
funds, for the ratable account of each Lender signatory hereto, a fee equal to
0.25% of the aggregate principal amount of Term Loans plus the aggregate amount
of Revolving Credit Commitments of the Lenders signatory hereto.  The
effectiveness of this Amendment (other than Sections Seven, Eight and Nine
hereof) is conditioned upon the accuracy of the representations and warranties
set forth in Section Five hereof.  The Administrative Agent shall
promptly deliver to the Borrowers notification of the effectiveness of this
Amendment.  Notwithstanding the foregoing or anything herein to the
contrary, the effectiveness of the amendments in Section One shall be subject to
the condition subsequent that the 2009 Notes have actually been
issued.

     

    SECTION FOUR -
Notice of Name
Change.  Ultimate Parent Co-Borrower hereby provides notice
that it intends to change its name to Wendy’s/Arby’s Restaurants, LLC on or
about June 15, 2009.  The Administrative Agent, Collateral Agent and
Lenders acknowledge receipt of such notice and hereby waive the requirement that
the Collateral Agent receive ten days’ prior written notice of the name change
as provided in Section 4.3(a) of the Pledge and Security Agreement, or any
similar requirement in any other Loan Document.

     

    SECTION FIVE -
Representations and
Warranties; Covenants.  In order to induce the Lenders to enter
into this Amendment, the Borrowers represent and warrant to each of the Lenders
and the Agents that after giving effect to this Amendment, (x) no Default
or Event of Default has occurred and is continuing under the Credit Agreement;
and (y) the representations and warranties made by the Borrowers in the
Credit Agreement are true and correct in all material respects (except that any
representation or warranty that is qualified as to “materiality” or “Material
Adverse Effect” is true and correct in all respects) on and as of the date
hereof with the same force and effect as if made on and as of the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date).

     

    SECTION SIX -
Reference to and Effect on
the Credit Agreement.  On and after the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement, as amended by this
Amendment.  The Credit Agreement as specifically amended by this
Amendment is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.  The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as an amendment or waiver of any right, power or remedy of any Lender or
any Agent under the Credit Agreement, nor constitute an amendment or waiver of
any provision of the Credit Agreement.

     

    SECTION SEVEN -
Costs, Expenses and
Taxes.  The Borrowers agree to pay all reasonable costs and
expenses of the Agents in connection with the preparation, 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    execution
and delivery of this Amendment (including, without limitation, the reasonable
fees and expenses of Cahill Gordon & Reindel LLP), if any, in accordance with
the terms of Section 11.3 of the Credit Agreement.

     

    SECTION EIGHT -
Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Amendment by facsimile or
PDF shall be effective as delivery of a manually executed counterpart of this
Amendment.

     

    SECTION NINE -
Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

     

    [Remainder
of Page Intentionally Left Blank]

     

     

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.

     

    ARBY’S
RESTAURANT GROUP, INC., as Arby’s Opco
Borrower

     

     

    By: 
/s/DANIEL T. COLLINS        

           
Name: Daniel T. Collins

           
Title: Sr. Vice President &
Treasurer            

     

     

    
      WENDY'S
INTERNATIONAL HOLDINGS, LLC, as Ultimate Parent
Co-Borrower

       

       

      By: 
/s/DANIEL T. COLLINS        

             
Name: Daniel T. Collins

             
Title: Sr. Vice President & Treasurer

       

       

      
        ARBY'S
RESTAURANT HOLDINGS, LLC, as Holdco Co-Borrower

         

         

        By: 
/s/DANIEL T. COLLINS        

               
Name: Daniel T. Collins

               
Title: Sr. Vice President & Treasurer

         

      

    

    


    
      
        
          
            [Signature
Page to Amendment No. 1 to Credit Agreement and Pledge and Security
Agreement]

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      WENDY'S
INTERNATIONAL, INC., as WII Co-Borrower

       

       

      By: 
/s/DANIEL T. COLLINS        

             
Name: Daniel T. Collins

             
Title: Sr. Vice President & Treasurer



    
      
        
          
            [Signature
Page to Amendment No. 1 to Credit Agreement and Pledge and Security
Agreement]

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


     

    CITICORP
NORTH AMERICA, INC., as Administrative Agent

     

     

    By:  /s/CAESAR W. WYSZOMIRSKI    

           
Name:  Caesar W. Wyszomirski

            Title:
Vice President

    


    


    


    


    
      
        
          
            [Signature
Page to Amendment No. 1 to Credit Agreement and Pledge and Security
Agreement]