SEVENTH SUPPLEMENT TO BASE INDENTURE
SEVENTH SUPPLEMENT, dated as of June 22, 2021 (this Seventh Supplement), to the Base Indenture, dated as of
June 1, 2015, is by and among WENDYS FUNDING, LLC, a Delaware limited liability company (the Master Issuer), and CITIBANK, N.A., as Trustee and Securities Intermediary (the Trustee).
WHEREAS, the Master Issuer and the Trustee have entered into the Base Indenture, dated as of June 1, 2015 (as previously amended
February 10, 2017, January 17, 2018, February 4, 2019, June 26, 2019, June 17, 2020 and January 3, 2021, the Base Indenture);
WHEREAS, Section 13.2(a) of the Base Indenture provides, among other things, that the provisions of the Base Indenture may, from
time to time, be amended, modified or waived, including the amendments set forth in this Seventh Supplement, if such amendment, modification or waiver is in writing in a Supplement and consented to in writing by the Control Party (at the direction
of the Controlling Class Representative); provided that (x) any amendment, waiver or other modification that would reduce the percentage of the Aggregate Outstanding Principal Amount or the Outstanding Principal Amount of any Series of
Notes, the consent of the Noteholders of which is required for any Supplement under Section 13.2 of the Base Indenture or the consent of the Noteholders of which is required for any waiver of compliance with the provisions of the Base
Indenture or any other Related Document or defaults thereunder and their consequences provided for therein or for any other action thereunder shall require the consent of each affected Noteholder and (y) any amendment, waiver or other
modification that would (i) change the provisions of the Priority of Payments or (ii) amend or otherwise modify any of the specific language of the definition of Event of Default shall require the consent of the each affected
Noteholder and each other affected Secured Party;
WHEREAS, the execution and delivery of this Seventh Supplement has been duly authorized
by the Master Issuer and all conditions and requirements set forth in the Base Indenture and necessary to make this Seventh Supplement a valid and binding agreement have been duly performed and complied with;
WHEREAS, the Master Issuer has provided written notice to each Rating Agency of the proposed amendments described herein no less than ten
(10) days prior to the date hereof; and
WHEREAS, the Master Issuer wishes to amend the Base Indenture as set forth herein.
NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as follows:
otherwise defined herein, all capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto
(the Indenture Definitions List).