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