provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York, and the obligations, rights
and remedies of the parties hereto shall be determined in accordance with such
law.
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ON THE SERIES 2018-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES
2018-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN
CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY
HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS
INVESTOR GROUP SUPPLEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
C-4
[
], as Transferor Investor Group
By:
Name:
Title
[
], as Acquiring Investor Group
By:
Name:
Title:
[
], as Funding Agent
By:
Name:
Title:
C-5
CONSENTED AND ACKNOWLEDGED
BY THE MASTER ISSUER:
WENDY'S FUNDING, LLC, as Master Issuer
By:
Name:
Title:
C-6
CONSENTED BY:
COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, as Swingline Lender
By:
Name:
Title:
By:
Name:
Title:
COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, as L/C Provider
By:
Name:
Title:
By:
Name:
Title:
C-7
SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[____________________], as
Transferor Investor Group
Prior Commitment Amount: $[
]
Revised Commitment Amount:
$[
]
Prior Maximum Investor Group
Principal Amount:
$[
]
Revised Maximum Investor
Group Principal Amount:
$[
]
[_______________________], as
Acquiring Investor Group
Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of
Transferor Investor Group's Commitment: [_______]%
Prior Commitment Amount: $[________]
Revised Commitment Amount:
$[______]
Prior Maximum Investor Group
C-8
Principal Amount:
$[________
Revised Maximum Investor
Group Principal Amount:
$[_______
[_________________________________], as
related Funding Agent
Address:
Attention:
Telephone:
Facsimile:
C-9
EXHIBIT D TO CLASS A-1
NOTE PURCHASE AGREEMENT
[FORM OF PURCHASER'S LETTER]
[INVESTOR]
[INVESTOR ADDRESS]
Attention: [INVESTOR CONTACT]
[Date]
Ladies and Gentlemen:
Reference is hereby made to the Class A-1 Note Purchase Agreement dated January
17, 2018 (the "NPA") relating to the offer and sale (the "Offering") of up to
$150,000,000 of Series 2018-1 Variable Funding Senior Notes, Class A-1 (the
"Securities") of Wendy's Funding, LLC (the "Master Issuer"). The Offering will
not be required to be registered with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act") under an
exemption from registration granted in Section 4(a)(2) of the Act. Coöperatieve
Rabobank, U.A., New York Branch is acting as administrative agent (the
"Administrative Agent") in connection with the Offering.