Wendy's International (WEN)

(26) Guarantees and Other Commitments

Guarantees

       National Propane retains a less than 1% special limited partner interest in its former propane business, now known as AmeriGas Eagle Propane, L.P. (“AmeriGas Eagle”). National Propane agreed that while it remains a special limited partner of AmeriGas Eagle, National Propane would indemnify (the “Indemnification”) the owner of AmeriGas Eagle for any payments the owner makes related to the owner's obligations under certain of the debt of AmeriGas Eagle, aggregating approximately $138,000,000 as of January 1, 2006, if AmeriGas Eagle is unable to repay or refinance such debt, but only after recourse by the owner to the assets of AmeriGas Eagle. National Propane's principal asset is an intercompany note receivable from Triarc in the amount of $50,000,000 as of January 1, 2006. The Company believes it is unlikely that it will be called upon to make any payments under the Indemnification. Prior to 2003, AmeriGas Propane L.P. (“AmeriGas Propane”) purchased all of the interests in AmeriGas Eagle other than National Propane's special limited partner interest. Either National Propane or AmeriGas Propane may require AmeriGas Eagle to repurchase the special limited partner interest. However, the Company believes it is unlikely that either party would require repurchase prior to 2009 as either AmeriGas Propane would owe the Company tax indemnification payments if AmeriGas Propane required the repurchase or the Company would accelerate payment of deferred taxes of $36,100,000 as of January 1, 2006, associated with the sale and other tax basis differences, prior to 2003, of the propane business if National Propane required the repurchase. As of January 1, 2006 the Company has net operating loss tax carryforwards sufficient to offset these deferred taxes.

       Prior to the RTM Acquisition, RTM guaranteed the lease obligations (the “Affiliate Lease Guarantees”) of 24 restaurants operated by affiliates of RTM not acquired by the Company. The RTM selling stockholders have indemnified the Company with respect to the guarantee of these lease obligations (see Note 27). In addition, the purchasers of 23 restaurants sold in various transactions by RTM prior to the RTM Acquisition assumed the associated lease obligations, although RTM remains contingently liable if the respective purchasers do not make the required lease payments (collectively with the Affiliate Lease Guarantees, the “Lease Guarantees”). All those lease obligations, which extend through 2025 including all then existing extension or renewal option periods, could aggregate a maximum of approximately $42,000,000 as of January 1, 2006, including approximately $36,000,000 under the Affiliate Lease Guarantees, assuming all scheduled lease payments have been made by the respective tenants through January 1, 2006. The estimated fair value of the Lease Guarantees was $1,351,000 as of the date of the RTM Acquisition, as determined in accordance with a preliminary independent appraisal based on the net present value of the probability adjusted payments which may be required to be made by the Company. Such amount was recorded as a liability by the Company in connection with the RTM Acquisition purchase price allocation reflected in Note 3 and is being amortized to “Other income, net” based on the decline in the net present value of those probability adjusted payments in excess of any actual payments made over time. There remains an unamortized carrying amount of $1,231,000 included in “Other liabilities and deferred income” as of January 1, 2006 with respect to the Lease Guarantees.

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Triarc Companies, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
January 1, 2006

       Triarc guaranteed mortgage notes payable through 2015 (the “Mortgage Guarantee”) related to 355 restaurants the Company sold to RTM in 1997, of which approximately $38,000,000 was outstanding as of January 2, 2005. As a result of the Debt Refinancing, on July 26, 2005 the mortgage notes were repaid and, accordingly, the Company no longer has the related guarantee. RTM also assumed substantially all of the associated lease obligations, although the Company remained contingently liable if RTM did not make the required lease payments (the “RTM Lease Guarantee”). As a result of the RTM Acquisition, the Company is now directly responsible for these lease obligations, which aggregated a maximum of approximately $52,000,000 as of January 2, 2005. The Mortgage Guarantee and RTM Lease Guarantee, which had an aggregate unamortized carrying amount of $151,000 included in “Other liabilities and deferred income” as of January 2, 2005, became fully amortized as a result of the RTM Acquisition.

Other Commitments

       Effective January 1, 2006, the Company entered into an agreement with PepsiCo, Inc. (“Pepsi”) for Pepsi to provide fountain beverage products and certain marketing support funding to the Company. The agreement requires the Company and its Arby's franchisees to purchase fountain beverage syrup from Pepsi at then current preferred prices until a contractual gallonage total has been reached. Future purchases by the Company under this commitment are estimated to be approximately $11,000,000 to $12,000,000 per year, aggregating approximately $90,000,000 over the life of the contract based on current preferred prices and the current ratio of sales at Company-owned restaurants to franchised Arby's restaurants.