The Proposed Amendments would, among other modifications, eliminate substantially all of the restrictive covenants and certain event of default provisions contained in the indenture governing the Notes. Holders may not tender their Notes without delivering their Consents to the Proposed Amendments, and holders may not deliver their Consents to the Proposed Amendments without tendering their Notes in the Offer.The Offer is being made in connection with a proposed refinancing of the indebtedness of Wendy’s Restaurants, including the Notes and the indebtedness outstanding under Wendy’s Restaurants’ existing senior secured credit agreement. Wendy’s Restaurants expects that such indebtedness will be repaid with borrowings under a new senior secured credit agreement to be entered into by Wendy’s International, Inc., a wholly owned subsidiary of Wendy’s Restaurants, on or about the payment date. Consummation of the Offer is subject to certain conditions, including, among other things, the completion of the financing transactions referred to above, receipt of the Required Consents and execution of the supplemental indenture, as described in the Offer to Purchase and Consent Solicitation Statement. Wendy’s Restaurants may amend, extend or terminate the Offer in its sole discretion, subject to applicable law. Any Notes purchased pursuant to the Offer will be cancelled and will cease to be outstanding. Assuming that all conditions to the Offer are satisfied or waived, payment for the Notes validly tendered and not validly withdrawn is expected to occur promptly after the Expiration Date. Notes that are not validly tendered and accepted for purchase in the Offer will remain obligations of Wendy’s Restaurants. Subject to market conditions and other factors, Wendy’s Restaurants currently intends to redeem any Notes that remain outstanding following consummation of the Offer. None of Wendy’s Restaurants, the depositary, the information agent, the trustee or the dealer manager and solicitation agent is making any recommendation as to whether holders of Notes should tender their Notes or deliver their Consents in the Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of their Notes to be tendered.