Wendy's International (WEN)

Other Commitments and Contingencies

Pepsi Agreement

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 and its Arby’s franchisees. The agreement requires the Company and its Arby’s franchisees to purchase fountain beverage syrup from Pepsi at certain preferred prices until a contractual gallonage total has been reached. Purchases made by the Company during 2006 amounted to $6,134,000. Future purchases by the Company under this commitment are estimated to be approximately $8,400,000 per year, aggregating approximately $84,000,000 over the remaining life of the contract based on current preferred prices and the current ratio of sales at Company-owned restaurants to franchised Arby’s restaurants.

Employment Agreements

The Company has employment agreements and severance arrangements with certain of its executive officers and corporate employees. The employment agreements with the Executives and one of the Senior Officers provide for, among other things, minimum annual salaries and performance-based bonus compensation. In addition, the severance arrangements with the Executives and the Senior Officers provide for severance in the event of their termination without cause, as defined in their respective agreements, which severance would include, among other compensation, payments of five times in the case of the Executives and two and one half times in the case of the Senior Officers, their annual base salary and bonus.

Deerfield Minority Interests

Commencing July 22, 2007, two of Deerfield’s executives will have certain rights to require the Company to acquire their economic interests in Deerfield, which aggregate 35.5% of the capital interests and 34.3% of the Profit Interests, at a price equal to the then current fair market value of those interests and are subject to acceleration under certain circumstances.