exhibit4-3_080609.htm


EXHIBIT 4.3

 


 

SUPPLEMENTAL INDENTURE









dated as of July 8, 2009





among





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 July 8, 2009, among Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), Wendy’s/Arby’s
International, Inc., a Delaware corporation, Wendy’s/Arby’s International Services, Inc., a Delaware corporation (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 (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/Arby’s Restaurants, LLC, as 

   Issuer

	 	
By:
	/s/ NILS H. OKESON____________________  
	 	  	
Name: Nils H. Okeson
	  
	 	  	
Title: SVP, General Counsel & Secretary
	  







 


	 	
Wendy's/Arby's International, Inc., as a 

   Guarantor

	 	
By:
	/s/ NILS H. OKESON____________________
	 	  	
Name: Nils H. Okeson
	  
	 	  	

Title: SVP, General Counsel & Secretary

	  



 

 


 


	 	
Wendy's/Arby's International Services,

   Inc., as a Guarantor

	 	
By:
	/s/ NILS H. OKESON____________________
	 	  	
Name: Nils H. Okeson
	  
	 	  	

Title: SVP, General Counsel & Secretary








 


	 	
U.S. Bank National Association, as Trustee

	 	
By:
	/s/ RICHARD PROKOSCH________________
	 	  	
Name:  Richard Prokosch
	  
	 	  	

Title: Vice President

	  



 

 

 

[Signature Page to Supplemental Indenture]