Wendy's International (WEN)

Consolidated EBITDAR” means, with respect to any Person for any period, the sum of (a) the Consolidated EBITDA of such Person, plus (b) Consolidated Rental Expense of such Person for such period, all as determined in accordance with GAAP. Notwithstanding anything in the foregoing to the contrary, it is agreed that the Consolidated EBITDAR for Arby’s Opco Borrower for the Fiscal Quarters ended January 2, 2005, April 3, 2005, and July 3, 2005 is $60,267,000, $58,015,000 and $64,893,000, respectively.

“

Consolidated EBITDAR” means, with reference to any period, Income from Continuing Operations plus (a) to the extent deducted from revenues in determining Income from Continuing Operations during such period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) Consolidated Rental Expense and (vi) extraordinary, nonrecurring charges, expenses and losses incurred during such period (including fees, expenses and charges paid or incurred in connection with any Permitted Acquisitions to the extent such fees, expenses and charges are reasonable, as determined by the Agent in its reasonable discretion), (vii) all other non-cash charges, expenses and losses (including the amount of any impairment charges or any compensation deduction for any Compensatory Award), (viii) without duplication of clause (vi), fees, expenses and charges paid or incurred in connection with the consummation of the Triarc Acquisition and the closing of this Agreement but only up to an aggregate amount equal to $85,000,000 in 2008 and 2009 and (ix) without duplication of clause (vii), non-cash stock compensation in connection with the