In the event that Wendy’s Restaurants receives Consents from holders of a majority in aggregate principal amount of the outstanding Notes not owned by Wendy’s Restaurants or any of its affiliates (the “Required Consents”), Wendy’s Restaurants and U.S. Bank National Association, as trustee, will execute a supplemental indenture giving effect to the Proposed Amendments, which amendments would become operative when validly tendered Notes are accepted for purchase by Wendy’s Restaurants pursuant to the Offer. Wendy’s Restaurants has been advised by Global Bondholder Services Corporation that, as of the Early Tender Deadline, the Required Consents have not been delivered.

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 on or about the payment date for the Offer by Wendy’s International, Inc., a wholly-owned subsidiary of Wendy’s Restaurants.

Consummation of the Offer is subject to the satisfaction or waiver of 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, dated April 17, 2012. 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that all conditions to the Offer are satisfied or waived, payment for the Notes validly tendered and not validly withdrawn and accepted for purchase is expected to occur promptly after the Expiration Date.

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