Wendy's 2010 Annual Report Download - page 159

3. Exhibits:
Copies of the following exhibits are available at a charge of $.25 per page upon written request to the Secretary
of Wendy’s/Arby’s Group, Inc. at 1155 Perimeter Center West, Atlanta, Georgia 30338. Exhibits that are
incorporated by reference to documents filed previously by Wendy’s/Arby’s under the Securities Exchange Act of
1934, as amended, are filed with the Securities and Exchange Commission under File No. 001-02207, File
No. 333-161613 for documents filed by Wendy’s/Arby’s Restaurants or File No. 001-08116 for documents filed by
Wendy’s International, Inc. Exhibits listed below are exhibits of both Wendy’s/Arby’s and Wendy’s/Arby’s
Restaurants unless otherwise noted.
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc.,
Green Merger Sub Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1
to Triarc’s Current Report on Form 8-K filed on April 29, 2008 (SEC file no. 001-02207).
2.2 Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger
Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s
Registration Statement on Form S-4, Amendment No. 3, filed on August 15, 2008 (Reg. no.
333-151336).
2.3 Agreement and Plan of Merger, dated as of December 17, 2007, by and among Deerfield Triarc Capital
Corp., DFR Merger Company, LLC, Deerfield & Company LLC and, solely for the purposes set forth
therein, Triarc Companies, Inc. (in such capacity, the Sellers’ Representative), incorporated herein by
reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K filed on December 21, 2007 (SEC file
no. 001-02207). (Wendy’s/Arby’s only).
3.1 Amended and Restated Certificate of Incorporation of Wendy’s/Arby’s Group, Inc., as filed with the
Secretary of State of the State of Delaware on May 28, 2009, incorporated herein by reference to Exhibit
3.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 1, 2009 (SEC file no.
001-02207).
3.2 Amended and Restated By-Laws of Wendy’s/Arby’s Group, Inc., as amended and restated as of May 28,
2009, incorporated herein by reference to Exhibit 3.2 to Wendy’s/Arby’s Group’s Current Report on
Form 8-K filed on June 1, 2009 (SEC file no. 001-02207).
3.3 Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated by
reference to Exhibit 3.1 to Wendy’s/Arby’s Restaurants’ Registration Statement on Form S-4 filed on
August 28, 2009 (Reg. No. 333-161613). (Wendy’s/Arby’s Restaurants only.)
3.4 Third Amended and Restated Limited Liability Company Operating Agreement of Wendy’s/Arby’s
Restaurants, LLC, incorporated by reference to Exhibit 3.2 to Wendy’s/Arby’s Restaurants’ Registration
Statement on Form S-4 filed on August 28, 2009 (Reg. no. 333-161613). (Wendy’s/Arby’s Restaurants
only.)
4.1 Indenture, dated as of November 13, 2001, between Wendy’s International, Inc. and Bank One,
National Association, incorporated herein by reference to Exhibit 4(i) of the Wendy’s International, Inc.
Form 10-K for the year ended December 30, 2001 (SEC file no. 001-08116).
4.2 Indenture, dated as of June 23, 2009, among Wendy’s/Arby’s Restaurants, LLC, the guarantors named
therein and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.1
to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).
4.3 Form of Exchange Note, incorporated by reference to Exhibit A of Exhibit 4.1 to Wendy’s/Arby’s
Restaurants’ Registration Statement on Form S-4 filed on August 28, 2009 (Reg. no. 333-161613).
4.4 Supplemental Indenture, dated as of July 8, 2009, among Wendy’s/Arby’s Restaurants, LLC, the
guarantors named therein and U.S. Bank National Association, as Trustee, incorporated herein by
reference to Exhibit 4.3 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended June 28, 2009
(SEC file no. 001-02207).
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