1
Exhibit 2(d)
AMENDMENT TO SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made this 26th day of February, 1999 by and between
XXXXXX XXXXXXX XXXXX ("Transferor"),
WENTIM, LTD., an Ontario Corporation having its principal
office at 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx X0X 0X0
("WENTIM"),
and
WENDY'S INTERNATIONAL, INC., an Ohio corporation having its
principal office at 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxx,
Xxxx 00000 ("Wendy's")
WHEREAS Wendy's, Transferor, 1149658 Ontario Inc. and 000000 Xxxxxxx
Ltd. entered into a Share Purchase Agreement dated October 31, 1995, which
agreement was subsequently amended December 28, 1995 and September 16, 1998; and
WHEREAS 1149658 Ontario Inc. and 000000 Xxxxxxx Ltd. amalgamated
effective December 29, 1995 with WENTIM being the successor corporation; and
WHEREAS the parties wish to amend section 4.3(b) of the Share Purchase
Agreement to permit the Transferor to pledge Exchangeable Shares of WENTIM to a
Canadian chartered bank (the "Bank").
NOW THEREFORE for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
2
Page 2
1. Capitalized terms not otherwise defined in this Agreement shall have
the meaning attributed to them in the Share Purchase Agreement as
amended to date.
2. Pursuant to section 8.5 of the Share Purchase Agreement, section 4.3(b)
of the Share Purchase Agreement is amended to read as follows:
Seller agrees that Seller will not sell, dispose of, mortgage, pledge,
charge, grant a security interest in, or otherwise transfer the
Exchangeable Shares or any part thereof, except for an exchange of such
Exchangeable Shares for Wendy's Common Shares pursuant to Newco's
Articles of Incorporation or the Share Exchange Agreement and except
for a transfer to Wendy's (or to a wholly owned direct or indirect
subsidiary of Wendy's designated by Wendy's ) or a transfer to the
Trustee under the Guaranty and the Trust Agreement and except for a
pledge to a Canadian chartered bank made in compliance with the
Transaction Agreements, as amended as from to time (including without
limitation sections 5.6 and 6.3 of the Share Exchange Agreement and
section 2 of the Guaranty).
3. This Agreement shall bind and enure to the benefit of the parties
hereto and their permitted successors and assigns.
4. This Agreement may be executed in one or more counterparts and each
copy which has been signed by all parties shall be deemed to be a
duplicate original, but all of which, taken together, shall be deemed
to constitute a single instrument.
3
Page 3
IN WITNESS WHEREOF this Agreement has been executed by the parties as
of the date first written above.
/s/ Xxxxxxxx X. XxXxxxxxxx /s/ Xxxxxx X. Xxxxx
-------------------------- --------------------------------------------
Witnessed by: XXXXXX XXXXXXX XXXXX
WENTIM, LTD.
By: /s/ Xxxxxxxxx X. Xxxx
---------------------------------------
Title: Chief Financial Officer & Secretary
WENDY'S INTERNATIONAL, INC.
By: /s/ Xxxxxxxxx X. Xxxx
---------------------------------------
Title: Chief Financial Officer & Secretary
