EXHIBIT 23
TRIAN FUND MANAGEMENT, L.P
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 16, 2008
Xxxxxxx Asset Management Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Ladies and Gentlemen:
Reference is made to the Agreement made the 4th day of November, 2005, as
amended by Amendment No. 1 to the Agreement made the 27th day of April, 2006 and
Amendment No. 2 to the Agreement made the 1st day of December, 2006
(collectively, the "Agreement"), by and among Xxxxxxx Asset Management Corp. and
Trian Fund Management, L.P with respect to Wendy's International, Inc., an Ohio
corporation.
This will confirm the agreement of the parties that the Agreement is
hereby terminated, effective immediately, provided, however, that, as
contemplated by Section 5 of the Agreement, the provisions of Sections 3 and 4
and the governing law provisions set forth in Section 6(a) of the Agreement
shall survive the termination of the Agreement.
If the foregoing accurately reflects our agreement, please execute this
letter below.
Very truly yours,
TRIAN FUND MANAGEMENT, L.P.
By: Trian Fund Management GP, LLC,
its General Partner
By: /s/ Xxxxxx X. Garden
-------------------------------
Name: Xxxxxx X. Garden
Title: Member
XXXXXXX ASSET MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
