Wendy's International (WEN)

Wendy’s/Arby’s Group, Inc.

Date: April 2, 2009

By: /s/ Robert Q. Jones                           

Robert Q. Jones
Vice President,
Corporate and Securities Counsel

Exhibit
Number

Description

10.1

Agreement, dated as of November 5, 2008, among the Company, Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Trian Fund Management GP, LLC, Nelson Peltz, Peter W. May and Edward P. Garden (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 12, 2008).

10.2*

Amendment No. 1 to Agreement, dated as of April 1, 2009, among the Company, Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Trian Fund Management GP, LLC, Nelson Peltz, Peter W. May and Edward P. Garden.

*Filed herewith.

WENDY’S/ARBY’S GROUP, INC.

By: 

/s/ STEVEN B. GRAHAM

Name:  Steven B. Graham

Title:    Senior Vice President -
             Chief Accounting Officer

Exhibit  

Description

10.1

Amended and Restated Credit Agreement dated as of July 25, 2005, as amended and restated as of March 11, 2009, by and between Wendy’s International, Inc., Wendy’s International Holdings, LLC, Arby’s Restaurant Group, Inc., and Arby’s Restaurant Holdings, LLC, (collectively the “Borrowers”) among the Borrowers, Triarc Restaurant Holdings, LLC, the Lenders and Issuers party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as co-syndication agents, Wachovia Bank, National Association, SunTrust Bank and GE Capital Franchise Finance Corporation, as co-documentation agents, Citigroup Global Markets Inc., Banc of America Securities LLC and Credit Suisse, Cayman Islands Branch, as joint lead arrangers and joint book-running managers.

10.2

Pledge and Security Agreement dated as of July 25, 2005 and amended and restated as of March 11, 2009, by and between Wendy’s International, Inc., Wendy’s International Holdings, LLC, Arby’s Restaurant Group, Inc., and Arby’s Restaurant Holdings, LLC, and Citicorp North America, Inc., as Collateral Agent.

99.1

Press release issued by Wendy’s/Arby’s Group dated March 12, 2009.

WENDY’S/ARBY’S GROUP, INC.

By:       /s/ NILS H. OKESON                     

Nils H. Okeson

Senior Vice President,

General Counsel and Secretary

Exhibit

Description

99.1

Analysts and investors conference presentation materials used beginning on January 13, 2009.