Wendy's 2011 Annual Report Download - page 144

3. Exhibits:
Copies of the following exhibits are available at a charge of $.25 per page upon written request to the Secretary
of The Wendy’s Company at One Dave Thomas Boulevard, Dublin, Ohio 43017. Exhibits that are incorporated by
reference to documents filed previously by The Wendy’s Company 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 Restaurants or File No. 001-08116 for documents filed by Wendy’s International,
Inc. Exhibits listed below are exhibits of both The Wendy’s Company and Wendy’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 dated 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 Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants,
LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to
Exhibit 2.1 of the Wendy’s/ Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports
on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
2.4 Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding
Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to
Exhibit 2.2 of the Wendy’s/ Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports
on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
3.1 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 26, 2011, incorporated herein by reference to Exhibit 3.1 of the
Wendy’s/Arby’s Group, Inc. Current Report on Form 8-K filed on May 31, 2011 (SEC file no. 001-
02207). (The Wendy’s Company only.)
3.2 Certificate of Ownership and Merger of The Wendy’s Company, incorporated herein by reference to
Exhibit 3.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K
filed on July 5, 2011 ( SEC file nos. 001-02207 and 333-161613, respectively). (The Wendy’s
Company only.)
3.3 By-Laws of The Wendy’s Company, as amended and restated as of August 8, 2011, incorporated herein
by reference to Exhibit 3.3 to The Wendy’s Company Form 10-Q for the quarter ended July 3, 2011
(SEC file no. 001-02207). (The Wendy’s Company only.)
3.4 Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated herein
by reference to Exhibit 3.1 to the Wendy’s/Arby’s Restaurants, LLC Registration Statement on Form S-
4 filed on August 28, 2009 (Reg. No. 333-161613). (Wendy’s Restaurants, LLC only.)
3.5 Certificate of Amendment of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit
3.2 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on
July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC
only.)
3.6 Fourth Amended and Restated Limited Liability Company Operating Agreement of Wendy’s
Restaurants, LLC, incorporated herein by reference to Exhibit 3.3 of The Wendy’s Company and
Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-
02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC 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).
140