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Exhibit Index
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.
and SEC file 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).
2.5 Asset Purchase Agreement by and among Wendy’s International, Inc., Pisces Foods, L.P.,
Near Holdings, L.P., David Near and Jason Near dated as of June 5, 2012, incorporated herein by
reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on June 12, 2012
(SEC file no. 001-02207).
3.1 Restated Certificate of Incorporation of The Wendy’s Company, as filed with the Secretary of State of
the State of Delaware on May 24, 2012, incorporated herein by reference to Exhibit 3.1 of
The Wendy’s Company Current Report on Form 8-K filed on May 25, 2012 (SEC file no. 001-02207).
3.2 By-Laws of The Wendy’s Company (as amended and restated through May 24, 2012), incorporated
herein by reference to Exhibit 3.2 of The Wendy’s Company Current Report on Form 8-K filed on
May 25, 2012 (SEC file no. 001-02207).
4.1 Base Indenture, dated as of June 1, 2015, by and between Wendy’s Funding, LLC, as Master Issuer, and
Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.1
of The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file
no. 001-02207).
4.2 Series 2015-1 Supplement to Base Indenture, dated as of June 1, 2015, by and between
Wendy’s Funding, LLC, as Master Issuer of the Series 2015-1 fixed rate senior secured notes, Class A-2,
and Series 2015-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and
Series 2015-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of
The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.1 Triarc Companies, Inc. Amended and Restated 1998 Equity Participation Plan, incorporated herein by
reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K filed on May 19, 2005 (SEC file
no. 001-02207).**
10.2 Form of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc. Amended and
Restated 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to
Triarc’s Current Report on Form 8- K filed on May 13, 1998 (SEC file no. 001-02207).**
10.3 Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended,
incorporated herein by reference to Exhibit 10.5 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal
year ended December 28, 2008 (SEC file no. 001-02207).**
10.4 Form of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group, Inc. Amended and
Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 99.6
to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file
no. 001-02207).**
133