Wendy's International (WEN)

      Prior to the July 2004 acquisition by the Company of its interest in D&C, certain members of D&C’s management, including Mr. Sachs and his affiliates (who invested an aggregate of approximately $1.2 million in three transactions), acquired all or a portion of the equity tranche of securities issued in connection with the formation of certain of the CDOs (collateralized debt obligations) that are currently managed by Deerfield.

      Mr. May and the Company’s wholly-owned subsidiary, Sybra, Inc., have an interest in a franchisee that owns one Arby’s restaurant. That franchisee is a party to a standard Arby’s franchise license agreement and pays to Arby’s fees and royalty payments that unaffiliated third-party franchisees pay. Mr. May acquired his interest in the franchisee prior to the acquisition by the Company of Sybra in December 2002. Under an arrangement that pre-dated the Sybra acquisition, Mr. May contributed all of the capital in the franchisee and Sybra manages the restaurant for the franchisee. Under the pre-existing arrangement, Sybra agreed to waive its management fee until Mr. May’s capital is returned.

      At the request of Messrs. Nelson Peltz and Peter May, the Company engaged Andrew Peltz, a son of Nelson Peltz, as investment manager for the deferred bonus accounts established for Messrs. Peltz and May under the Deferral Plan (described above) until November 30, 2005. The Company paid Andrew Peltz a fee (approximately 1% per annum) based on the value, at the end of each month, of the trusts established with respect to the liabilities to Messrs. Peltz and May pursuant to the Deferral Plan. Messrs. Peltz and May will ultimately bear the cost of such fees ($325,600 with respect to 2005) through a concurrent reduction of their deferred bonus accounts. In addition, since February 1, 2004, the Company has been renting office space on a month to month basis to an affiliate of Andrew Peltz. Such affiliate pays rent (which includes all utilities and other charges) for the space in an amount equal to base rent paid by the Company for such space (approximately $875 per month).

      On November 1, 2005, Messrs. Peltz, May and Garden (collectively, the “Principals”) started a series of equity investment funds (the “Funds”) that are separate and distinct from the Company and that are being managed by the Principals and other senior officers of the Company (the “Employees”) through a management company (the “Management Company”) formed by the Principals. The Principals and the Employees continue to serve as officers of, and receive compensation from, the Company. The Company is making available the services of the Principals and the Employees, as well as certain support services including investment research, legal, accounting and administrative services, to the Management Company. The length of time that these management services will be provided has not yet been determined. The Company is being reimbursed by the Management Company for the allocable cost of these services, including an allocable portion of salaries, rent and various overhead cost for periods both before and after the launch of the Funds. Such reimbursement with respect to 2005 amounts to $775,000. The Special Committee, which is comprised of independent members of the Company’s Board of Directors, has reviewed and considered these arrangements and unanimously approved the allocation of costs and reimbursement for 2005.

      In December 2005, the Company invested $75,000,000 in an account which is managed by the Management Company and co-invests on a parallel basis with the Funds. The Principals and certain Employees have invested in the Funds and certain Employees may invest additional amounts in the

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Funds or in an account to be managed by the Management Company. The Management Company has agreed not to charge the Company, the Principals or the Employees any management fees with respect to their investments. Further, the Principals and the Employees will not pay any incentive fees and the Company will not pay any incentive fees for the first two years and, thereafter, will pay lower incentive fees than those generally charged to other investors in the Funds. The Company is entitled to withdraw its investment quarterly upon 65 days’ prior written notice. The Special Committee unanimously recommended the Company’s investment on these terms to the executive committee of the Company’s Board of Directors, which in turn unanimously approved such investment, with the Executives abstaining from the vote.

      On July 25, 2005, the Company entered into two lease arrangements through February 2006 and April 2006, respectively, for RTM’s previous corporate office facilities with entities owned by certain selling stockholders of RTM, including Mr. Umphenour. The combined monthly rent was $54,000 plus real estate taxes and operating costs and aggregated $283,000 during 2005.

      In connection with the RTM Acquisition, the Company provides certain management services to certain affiliates of RTM that the Company did not acquire in July 2005 (the “RTM Affiliates”) including information technology, risk management, accounting, tax and other management services. Mr. Umphenour has an equity interest in such RTM Affiliates. The Company charges a monthly fee of $36,000 plus out-of-pocket expenses for such services which aggregated $193,000 during 2005. This services agreement may be terminated by either party after February 1, 2006 upon 30 days notice. In addition, the Company continues to have limited transactions with certain of the RTM Affiliates, which during 2005, resulted in the Company receiving rental income of $26,000 for a restaurant leased to one of the RTM Affiliates and paying royalties of $10,000 related to the use of a brand owned by one of the RTM Affiliates in four Company-owned restaurants. RTM remains contingently liable for certain lease obligations aggregating approximately $36,000,000 that it had guaranteed prior to the RTM Acquisition on behalf of certain affiliates, including entities in which Mr. Umphenour has an equity interest. However, the Company has been indemnified by the selling stockholders of RTM, including Mr. Umphenour, for any future payments the Company may be required to make under such guarantees.

      In connection with the RTM Acquisition, a portion of the cash purchase price paid by the Company was used to repay promissory notes and related accrued interest owed by RTM to certain former stockholders of RTM, including $11,821,000 of principal and accrued interest to Douglas Benham, the former President and Chief Executive Officer of ARG, who, prior to joining the Company in January 2004, had been a former officer, director and stockholder of RTM.

      In 2005, the Company made charitable contributions of $1,303,000 to The Arby’s Foundation, Inc., a not-for-profit charitable foundation in which the Company has non-controlling representation on the board of directors, $115,000 to the Simon Wiesenthal Center, of which Mr. Peltz is a Co-Chairman, and $80,000 to Carnegie Hall, of which Mr. May is a trustee. In 2005 the Company also made charitable contributions of $25,000 to the Intrepid Museum Foundation and $175,000 to the Intrepid Fallen Heroes Fund and pledged to make an additional charitable contribution of $175,000 in 2006, to the Intrepid Fallen Heroes Fund. Mr. Peltz is a trustee of the Intrepid Museum Foundation.

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with respect to 2004, other than $2,307,040 awarded to Mr. Garden, were pursuant to the 1999 Executive Bonus Plan.

      Each of Messrs. Peltz, May, Garden, Schorr, McCarron and Sachs have been designated as participants in the 1999 Executive Bonus Plan and are eligible to receive Performance Goal Bonus Awards in respect of the 2005 Plan Year.