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This excerpt taken from the WEN 8-K filed Mar 12, 2009. Permitted Refinancing” means a replacement, renewal, refinancing or extension of any Indebtedness by the Person that originally incurred such Indebtedness, provided that:
(i) the principal amount of such Indebtedness (as determined as of the date of the incurrence of the Indebtedness in accordance with GAAP) does not exceed the principal amount of the Indebtedness refinanced thereby on such date plus the amount of accrued and unpaid interest and fees (including call premiums) and expenses incurred in connec-tion with such replacement, renewal, refinancing or extension; (ii) the final maturity date of such Indebtedness is not earlier than the final maturity date of the Indebtedness being refinanced and the weighted average life to maturity of such Indebtedness is not less than the weighted average life to maturity of the Indebtedness being refinanced; (iii) such Indebtedness is not secured by any assets other than those securing such Indebtedness being replaced, renewed, refinanced or extended on the Restatement Effective Date (and any improvements and accessions to such property and any replacements of or proceeds from any such property) and is not guaranteed by any Loan Party or any Subsidiary of any Loan Party except to the extent such Person guaranteed such Indebtedness being replaced, renewed, refinanced or extended; (iv) the covenants and defaults applicable to such Indebtedness, taken as a whole, are, in the reasonable opinion of Administrative Agent, no more restrictive in any material respect than the covenants and defaults, taken as a whole, contained in this Agreement and such Indebtedness and its terms do not conflict with the provisions of this Agreement and is otherwise upon terms (other than with respect to interest and fees) and subject to documentation in form and substance reasonably satisfactory to Administrative Agent; (v) if the Indebtedness being refinanced is subordinated in right of payment to the Obligations, such Indebtedness is subordinated in right of payment to the Obligations on terms no less favorable to Lenders as those contained in the documentation governing the Indebtedness being refinanced; and (vi) in the case of a refinancing of 2025 Debentures, such Indebtedness has a final maturity date and a weighted average life to maturity that is at least 36 months after the Term Loan Maturity Date.
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