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This excerpt taken from the WEN 8-K filed Mar 12, 2009. Excess Cash Flow” means, for any period, each calculated on a Consolidated basis, (a) EBITDA of Ultimate Parent Co-Borrower for such period plus (b) the sum of, without duplication, (i) the excess, if any, of the Working Capital of Ultimate Parent Co-Borrower
at the beginning of such period over the Working Capital of Ultimate Parent Co-Borrower at the end of such period and (ii) any cash refund of any payment or expense set forth in clause (c) below for which credit was given pursuant to such clause in prior periods minus (c) the sum (without duplication, including duplications that may occur because of the inclusion of any of the following in the calculation of any
defined term used below) of all of the following:
(i) scheduled cash principal payments on the Loans during such period and optional cash principal payments on the Loans during such period (but only, in the case of payment in respect of Revolving Loans, to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such payments);
(ii) cash principal payments made by Ultimate Parent Co-Borrower or any Restricted Subsidiary during such period on other Indebtedness to the extent such other Indebtedness and payments are permitted by this Agreement; (iii) scheduled cash payments made by Ultimate Parent Co-Borrower or any Restricted Subsidiary on Capital Lease Obligations during such period to the extent such Capital Lease Obligations and payments are permitted by this Agreement; (iv) Unfinanced Capital Expenditures made by Ultimate Parent Co-Borrower or any Restricted Subsidiary during such period to the extent permitted by this Agreement; (v) cash payments of federal, state, local and foreign income tax, franchise taxes and state single business unitary and similar taxes imposed in lieu of income tax made during such period by Ultimate Parent Co-Borrower or any Restricted Subsidiary; (vi) cash Restricted Payments permitted to be made in reliance upon Section 8.5(c); (vii) cash Investments made in reliance on Section 8.3; (viii) cash payments (other than in respect of taxes, which are governed by clause (v) above) made during such period for any liability which accrual in a prior period did not reduce EBITDA and therefore increased Excess Cash Flow in such prior period (provided there was no other reduction to EBITDA or Excess Cash Flow related to such payment); (ix) Cash Interest Expense made during such period (plus, but only to the extent subtracted from Interest Expense in the calculation of Cash Interest Expense, any fees and expenses described in clauses (b), (c), (d) and (g) of the definition of Cash Interest Expense); (x) all cash expenses made during such period, to the extent such cash expenses were added back to Consolidated Net Income in the calculation of EBITDA pursuant to clauses (b)(iv), (v) and (vi) of the definition of EBITDA; (xi) any portion of the Management Fee paid in cash during such period and permitted by this Agreement; (xii) the excess, if any, of the Working Capital of Ultimate Parent Co-Borrower at the end of such period over the Working Capital of Ultimate Parent Co-Borrower at the beginning of such period; and (xiii) amounts included in EBITDA during such period pursuant to clauses (b)(viii), (ix) and (x) of the definition thereof. “ |
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