Wendy's International (WEN)

WHEREAS, pursuant to Section 11.1 of the Original Credit Agreement, the Original Credit Agreement is being amended and restated concurrently with the Restatement Effective Date with the consent of the Requisite Lenders under the Original Credit Agreement.

WHEREAS, it is a condition precedent to extensions of credit under the Credit Agreement (defined below) that each Grantor shall have executed and delivered to the Collateral Agent this Agreement;

WHEREAS, pursuant to Section 7.1 of the Original Security Agreement, the Original Security Agreement is being amended and restated concurrently with the Restatement Effective Date with the consent of the Requisite Lenders under the Original Credit Agreement;

NOW, THEREFORE, in consideration of the foregoing and to induce the Lenders, the Issuer, the Collateral Agent, and the other Agents to enter into the Credit Agreement and to induce certain Lenders and the Issuer to make their respective extensions of credit to Holdco Co-Borrower, Ultimate Parent Co-Borrower, WII Co-Borrower and Borrower thereunder, each Grantor hereby agrees with the Collateral Agent to amend and restate the Original Security Agreement as follows:

(a)       Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

(b)       Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein):

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