FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WENDY'S RESTAURANTS, LLCLimited Liability Company Operating Agreement • July 5th, 2011 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of WENDY'S RESTAURANTS, LLC, entered into as of July 5, 2011, by The Wendy's Company, a Delaware corporation, as the sole member of the limited liability company (the “Member”).
CREDIT AGREEMENT Dated as of May 15, 2012 among Wendy’s International, Inc., as the Borrower, Wells Fargo Bank, National Association as Syndication Agent Fifth Third Bank, The Huntington National Bank, and Coöperatieve Centrale Raiffeisen-...Credit Agreement • May 15th, 2012 • Wendy's Restaurants, LLC • Retail-eating places • New York
This CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 15, 2012, among Wendy’s International, Inc., an Ohio corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and Fifth Third Bank, The Huntington National Bank, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Co-Documentation Agents.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE WENDY'S/ARBY'S GROUP, INC.Restricted Stock Unit Award Agreement • November 9th, 2011 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), made as of ____________, 20__, by and between The Wendy's Company (the “Company”) and ____________ (“Participant”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2011 • Wendy's Restaurants, LLC • Retail-eating places
AGREEMENT, made effective as of the ____ day of ____________, 20__ between The Wendy's Company, a Delaware corporation (the "Company"), and ____________ (the "Indemnitee").
SECURITY AGREEMENT By WENDY’S INTERNATIONAL, INC., as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent Dated as of May 15, 2012Security Agreement • May 15th, 2012 • Wendy's Restaurants, LLC • Retail-eating places • New York
This SECURITY AGREEMENT dated as of May 15, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by WENDY’S INTERNATIONAL, INC., an Ohio corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”).
SUPPLEMENTAL INDENTURE dated as of December 21, 2009 among Wendy’s/Arby’s Restaurants, LLC, The Guarantor Party Hereto and as TrusteeSupplemental Indenture • May 13th, 2010 • Wendy's/Arby's Restaurants, LLC • Retail-eating places • New York
AMENDMENT NO. 2 AND WAIVERCredit Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • New York
AMENDMENT NO. 2 AND WAIVER (this “Amendment and Waiver”), dated as of October 28, 2011, to that certain Credit Agreement, dated as of May 24, 2010 and as amended on July 12, 2010 (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, Citicorp North America, Inc. as Syndication Agent and L/C Issuer and Wells Fargo Bank, National Association, as Documentation Agent and L/C Issuer.
LONG TERM PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”)Long Term Performance Unit Award Agreement • August 11th, 2011 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
Wendy's/Arby's Group Inc. (the “Company”), pursuant to the provisions of the 2010 Omnibus Award Plan (the “Plan”), hereby irrevocably grants an Award (the “Award”) of Performance Units (the “Units”), on ________, 20__ as specified below:
WENDY’S/ARBY’S GROUP, INC. LONG TERM PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”)Long Term Performance Unit Award Agreement • August 12th, 2010 • Wendy's/Arby's Restaurants, LLC • Retail-eating places • Delaware
Wendy’s/Arby’s Group Inc. (the “Company”), pursuant to the provisions of the 2010 Omnibus Award Plan (the “Plan”), hereby irrevocably grants an Award (the “Award”) of Performance Units (the “Units”), on __________, 20__ as specified below:
WENDY’S/ARBY’S GROUPEmployment Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
As we have discussed, it is with great pleasure that we hereby confirm your employment as Senior Vice President of Strategic Development, Wendy’s/Arby’s Group Inc., (“Wendy’s/Arby’s”) on the terms and conditions set forth in this letter agreement and in the attached term sheet (the “Term Sheet”), which Term Sheet is hereby incorporated herein by reference. This agreement is effective as of February 2, 2009 (the “Effective Date”). You further agree to accept election and to serve as a director, officer, manager or representative of any subsidiary of Wendy’s/Arby’s without any compensation therefor, other than as provided in this letter agreement. You will report to the President and Chief Executive Officer of Wendy’s/Arby’s and your duties will be performed primarily at the corporate headquarters of Wendy’s/Arby’s in Atlanta, Georgia.
THE WENDY'S COMPANYEmployment Agreement • May 8th, 2012 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
As we have discussed, it is with great pleasure that we hereby confirm your employment as Chief Marketing Officer of The Wendy's Company (“Wendy's”) on the terms and conditions set forth in this letter agreement and in the attached term sheet (the “Term Sheet”), which Term Sheet is hereby incorporated herein by reference. This letter agreement sets forth our understanding effective as of April 2, 2012 (the “Effective Date”). You further agree to accept election and to serve as a director, officer, manager or representative of any subsidiary of Wendy's without any compensation therefor, other than as provided in this letter agreement. You will report to the Chief Executive Officer of Wendy's and your duties will be performed primarily at the corporate headquarters of Wendy's in Dublin, Ohio.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE WENDY’S/ARBY’S GROUP, INC.Restricted Stock Award Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of _____________ __, 20__, by and between The Wendy’s Company (the “Company”) and __________ (“Participant”):
AMENDMENT NO. 1Credit Agreement • August 12th, 2010 • Wendy's/Arby's Restaurants, LLC • Retail-eating places • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of July 12, 2010, to that certain Credit Agreement, dated as of May 24, 2010 (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, Citicorp North America, Inc. as Syndication Agent and L/C Issuer and Wells Fargo Bank, National Association, as Documentation Agent and L/C Issuer.
NON-INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) Under of WENDY’S/ARBY’S GROUP, INC. ______ Shares of Common StockNon-Incentive Stock Option Agreement • August 12th, 2010 • Wendy's/Arby's Restaurants, LLC • Retail-eating places • Delaware
WENDY’S/ARBY’S GROUP, INC. (the “Company”), pursuant to the terms of its 2010 Omnibus Award Plan, (the “Plan”), hereby irrevocably grants to ____________________ (the “Optionee”) the right and option (the “Option”) to purchase ______ shares of Common Stock, par value $0.10 per share (the “Common Stock”), of the Company upon and subject to the following terms and conditions:
Roland C. SmithEmployment Agreement • November 9th, 2011 • Wendy's Restaurants, LLC • Retail-eating places
Effective as of September 12, 2011, I agree to resign from my position as President and Chief Executive Officer of the Company. Following such resignation, I will continue to serve as an employee of the Company in the capacity of special advisor until December 30, 2011 at the same compensation level (including without limitation salary, bonus and employee benefits) as provided in my Employment Agreement, during which time I will provide advice and counsel as requested. I will also continue to serve as a member of the Company's Board of Directors until my resignation, removal or replacement. All capitalized but undefined terms used in this letter agreement shall have the meanings ascribed to such terms in the Employment Letter Agreement.
As of March 31, 2011Services Agreement • May 10th, 2011 • Wendy's/Arby's Restaurants, LLC • Retail-eating places
AMENDMENT NO. 1 TO TAX SHARING AGREEMENTTax Sharing Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places
THIS AMENDMENT NO. 1 TO TAX SHARING AGREEMENT, dated as of July 4, 2011 (this “Amendment”), by and among Wendy’s/Arby’s Group, Inc., a Delaware corporation (“WAG”), and each other corporation which is a member of, and each other entity that is disregarded as an entity separate from a member of, the affiliated group of which WAG is the common parent and files consolidated and combined income tax returns for federal and state income tax purposes (each other such corporation or entity, a “WAG Sub,” and such other corporations and entities collectively, the “WAG Subs”).
SUPPLEMENTAL INDENTURE dated as of February 7, 2012 among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), The Guarantors Party Hereto and U.S. Bank National Association, as TrusteeSupplemental Indenture • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of February 7, 2012, among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), a Delaware limited liability company (the “Company”), Wendy’s Eurasia, Inc., an Ohio corporation, Wendy’s Global Restaurants, LLC, a Delaware limited liability company, Wendy’s Global Holdings Partner, LLC, a Delaware limited liability company (each an “Undersigned”), and U.S. Bank National Association, as trustee (the “Trustee”).
Report of Independent Registered Public Accounting FirmAudit Report • March 3rd, 2011 • Wendy's/Arby's Restaurants, LLC • Retail-eating places
We have audited the accompanying balance sheets of TIMWEN Partnership as of January 2, 2011 and January 3, 2010, and the related statements of income and comprehensive income, partners’ equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
SUPPLEMENTAL INDENTURE dated as of December 3, 2010 among Wendy’s/Arby’s Restaurants, LLC, The Guarantor Party Hereto and as TrusteeSupplemental Indenture • March 3rd, 2011 • Wendy's/Arby's Restaurants, LLC • Retail-eating places • New York
AMENDMENT NO. 2 TO AIRCRAFT LEASE AGREEMENTAircraft Lease Agreement • August 11th, 2011 • Wendy's Restaurants, LLC • Retail-eating places
This AMENDMENT NO. 2 TO AIRCRAFT LEASE AGREEMENT (“Amendment No. 2”) dated as of June 29, 2011, is by and between Wendy's/Arby's Group, Inc., a Delaware corporation with its principal place of business at 1155 Perimeter Center West, Atlanta, Georgia 30338 (“Lessor”) and TASCO, LLC, a Delaware limited liability company with its principal place of business at 280 Park Avenue, New York, New York 10017-1216 (“Lessee”).
Re: Award AgreementAward Agreement • May 10th, 2011 • Wendy's/Arby's Restaurants, LLC • Retail-eating places • Delaware
Wendy's/Arby's Group, Inc. (“WAG” or the “Company”) is reviewing strategic alternatives for the Arby's brand, including a possible sale. If Arby's is sold, the headquarters for the remaining Company would be based in Ohio. In that case, your position would relocate to Ohio. Requiring you to move to Ohio without your consent is a “triggering event,” as defined in the December 18, 2008 letter agreement entered into by you and WAG. In addition, the sale of Arby's may result in a material reduction of your responsibilities under the December 18, 2008 letter agreement, which would also be a triggering event. In order to obtain your consent to the foregoing and to prevent a triggering event under the December 18, 2008 letter agreement, the Company is willing to provide you the following consideration, subject to the terms and conditions described in this letter.
PURCHASE AND SALE AGREEMENT by and among WENDY’S/ARBY’S RESTAURANTS, LLC (a Delaware limited liability company), ARG HOLDING CORPORATION (a Delaware corporation) and ARG IH CORPORATION (a Delaware corporation) Dated as of June 13, 2011Purchase and Sale Agreement • June 13th, 2011 • Wendy's/Arby's Restaurants, LLC • Retail-eating places • Delaware
This Purchase and Sale Agreement, dated as of June 13, 2011, is entered into by and among Wendy’s/Arby’s Restaurants, LLC, a Delaware limited liability company (“Seller”), ARG Holding Corporation, a Delaware corporation (“Buyer Parent”), and ARG IH Corporation, a Delaware corporation and a wholly-owned subsidiary of Buyer Parent (“Buyer”). Seller, Buyer Parent and Buyer are referred to collectively herein as the “Parties.”
ARG Holding Corporation ARG IH Corporation c/o Roark Capital Acquisition LLCPurchase and Sale Agreement • July 8th, 2011 • Wendy's Restaurants, LLC • Retail-eating places
Reference is made to that certain Purchase and Sale Agreement, dated as of June 13, 2011 (as may be amended, restated or otherwise modified in accordance with its terms, the “Purchase and Sale Agreement”), by and among Wendy's/Arby's Restaurants, LLC, a Delaware limited liability company (“Seller”), ARG Holding Corporation, a Delaware corporation (“Buyer Parent”), and ARG IH Corporation, a Delaware corporation and a wholly-owned subsidiary of Buyer Parent (“Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed in the Purchase and Sale Agreement.
THE WENDY’S COMPANYEmployment Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • Delaware
As we have discussed, it is with great pleasure that we hereby confirm your employment as Senior Vice President, General Counsel and Secretary of The Wendy’s Company (“Wendy’s”) on the terms and conditions set forth in this letter agreement and in the attached term sheet (the “Term Sheet”), which Term Sheet is hereby incorporated herein by reference. This letter agreement sets forth our understanding effective as of January 17, 2012 (the “Effective Date”). You further agree to accept election and to serve as a director, officer, manager or representative of any subsidiary of Wendy’s without any compensation therefor, other than as provided in this letter agreement. You will report to the Chief Executive Officer of Wendy’s and your duties will be performed primarily at the corporate headquarters of Wendy’s in Dublin, Ohio.
TAX SHARING AGREEMENTTax Sharing Agreement • March 1st, 2012 • Wendy's Restaurants, LLC • Retail-eating places • Georgia
TAX SHARING AGREEMENT (the “Agreement”), made as of December 20, 2010, by and among Wendy’s/Arby’s Group, Inc., a Delaware corporation (“WAG”), and each other corporation which is a member of, and each other entity that is disregarded as an entity separate from a member of, the affiliated group of which WAG is the common parent and files consolidated and combined income tax returns for federal and state income tax purposes (each other such corporation or entity, a “WAG Sub,” and such other corporations and entities collectively, the “WAG Subs”).
