This excerpt taken from the WEN 8-K filed Jan 16, 2009.
Pro Forma Adjustments” means, as of any date of determination, in connection with the calculation of the Leverage Ratio or the Coverage Ratio for any applicable four fiscal quarter period (such period, the “Reference Period”), the following adjustments, to the extent applicable:
(x) the Consolidated EBITDAR and Adjusted EBITDA for such Reference Period will be reduced by an amount equal to the Consolidated EBITDAR or Adjusted EDITDA, as applicable, (if positive) directly attributable to the assets which are the subject of such disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDAR or Adjusted EBITDA, as applicable, (if negative) directly attributable thereto for such Reference Period; and
(y) Consolidated Interest Expense and Consolidated Rental Expense for such Reference Period will be reduced by an amount equal to the Consolidated Interest Expense or Consolidated Rental Expenses, as applicable, directly attributable to any Indebtedness of the Borrower or any Restricted Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to the Borrower and its continuing Restricted Subsidiaries in connection with such Disposition for such Reference Period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense or Consolidated Rental Expense, as applicable, for such Reference Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);
For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by an Authorized Financial Officer (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Rate Management Transaction applicable to such Indebtedness if such Rate Management Transaction has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Borrower, the interest rate shall be calculated by applying such optional rate chosen by the Borrower.
This excerpt taken from the WEN 8-K filed Dec 27, 2007.
Pro Forma Adjustments