exhibit4-1_q12010.htm


EXHIBIT 4.1




 



 


SUPPLEMENTAL INDENTURE












dated as of December 21, 2009







among







Wendy’s/Arby’s Restaurants, LLC,












The Guarantor 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 December 21, 2009, among Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Company”), Oldemark LLC, a Vermont limited liability company (the “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 (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.  The 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/ Stephen E. Hare                                                                              


	  	
Name:

	
Stephen E. Hare


	  	
Title:

	
Senior Vice President and Chief Financial Officer












 



	
Oldemark LLC, as a Guarantor


	
By:

	
/s/ Chris A. Varin                                                                                 


	  	
Name:

	
Chris A. Varin


	  	
Title:

	
Vice President and Assistant Secretary












 



	
U.S. Bank National Association, as Trustee


	
By:

	
/s/ Jack Ellerin                                                                                       


	  	
Name:

	
Jack Ellerin


	  	
Title:

	
Vice President

















 












 


[Signature Page to Supplemental Indenture]