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These excerpts taken from the WEN 10-Q filed May 7, 2009. Amended and Restated Pledge and
Security Agreement”), among Arby’s Restaurant Group,
Inc., Arby’s Restaurant Holdings, LLC, Wendy’s International Holdings, LLC,
Wendy’s International, Inc., Triarc Restaurant Holdings, LLC, certain of their
subsidiaries and/or affiliates party thereto and Citicorp North America, Inc. as
collateral agent for the Secured Parties referred to therein (in such capacity,
the “Collateral
Agent”).
Pursuant
to the Amended and Restated Pledge and Security Agreement and related documents,
the Company has granted to the Collateral Agent, for the benefit of the Secured
Parties, security interests in certain property of the Company, including, among
other things, accounts, inventory, equipment, instruments, general intangibles
and all proceeds thereof (the “ Amended and Restated Pledge and
Security Agreement”), in favor of Citicorp North America, Inc., as the
collateral agent for the Secured Parties referred to therein (in such capacity,
the “Collateral Agent”)
pursuant to which security interests are granted by the Pledgor in all present
and future Assets (hereinafter defined) in Account No. _______ of the Pledgor
(the “ Amended and
Restated Pledge and Security Agreement”). Capitalized terms
used herein but not defined herein are used with the meanings given them in the
Amended and Restated Pledge and Security Agreement.
By
executing and delivering this Joinder Agreement, the undersigned, as provided
in Section 7.10 of the Amended and
Restated Pledge and Security Agreement, hereby becomes a party to the Amended
and Restated Pledge and Security Agreement as a Grantor thereunder with the same
force and effect as if originally named as a Grantor therein and, without
limiting the generality of the foregoing, hereby grants to the Collateral Agent,
as collateral security for the full, prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations of the undersigned, hereby collaterally assigns, mortgages,
pledges and hypothecates to the Collateral Agent and grants to the Collateral
Agent a Lien on and security interest in, all of its right, title and interest
in, to and under the Collateral of the undersigned and expressly assumes all
obligations and liabilities of a Grantor thereunder.
The
information set forth in Annex 1-A is all information that
would be required to be set forth in Schedules 1 through 15 to the Perfection Certificate
(as defined in the Amended and Restated Pledge and Security Agreement) if the
undersigned were executing the Perfection Certificate on the date hereof. [By
acknowledging and agreeing to this Joinder Agreement, the undersigned hereby
agree that this Joinder Agreement may be attached to the Amended and Restated
Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge
Amendment shall be and become part of the Collateral referred to in the Amended
and Restated Pledge and Security Agreement and shall secure all Secured
Obligations of the undersigned.]1
A4-1
The
undersigned hereby represents and warrants that each of the representations and
warranties contained in Article III of the
Amended and Restated Pledge and Security Agreement applicable to it is true and
correct on and as the date hereof as if made on and as of such
date.
A4-2
In
witness whereof, the undersigned has caused this Joinder Agreement to be duly
executed and delivered as of the date first above written.
By:
__________________________________
Name:
Title:
A4-3
Acknowledged
and Agreed
as of the
date first above written:
Citicorp
North America, Inc.,
as Collateral
Agent
By: __________________________________
Name:
Title: A4-4
Annex
1-A
A4-5
Annex
5
to
Pledge
and Security Agreement
This excerpt taken from the WEN 8-K filed Mar 12, 2009. Amended and Restated Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Amended and Restated Pledge and Security Agreement.
By executing and delivering this Joinder Agreement, the undersigned, as provided inSection 7.10of the Amended and Restated Pledge and Security Agreement, hereby becomes a party to the Amended and Restated Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby collaterally assigns, mortgages, pledges and hypothecates to the Collateral Agent and grants to the Collateral Agent a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-Ais all information that would be required to be set forth in Schedules 1through15to thePerfection Certificate (as defined in the Amended and Restated Pledge and Security Agreement) if the undersigned were executing the Perfection Certificate on the date hereof. [By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Amended and Restated Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-Ato this Pledge Amendment shall be and become part of the Collateral referred to in the Amended and Restated Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned.]1 _________________________ 1 Insert to pledge Stock of the new Subsidiary without doing a Pledge Amendment. A4-1
The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III of the Amended and Restated Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
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