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This excerpt taken from the WEN 8-K filed Dec 27, 2007. Redemptions and Repurchase of Notes.
(a) Optional Redemptions of Notes. (i) The Issuer may, from time to time on any Business Day, voluntarily redeem the Notes at a price equal to 100% of the aggregate outstanding principal amount of such Notes plus accrued and unpaid interest thereon, in whole or in part without premium or penalty. Any such voluntary redemption shall be effected in accordance with Section 2.02(a)(ii). (ii) The Issuer shall give irrevocable notice of any optional redemption of the Notes pursuant to Section 2.02(a)(i) to each Holder not later than 1:00 P.M. two (2) Business Days prior to the date on which such redemption is to take place. Each such notice shall specify (A) the applicable redemption date (which shall be a Business Day), (B) the amount of such redemption, 20 which shall be in an aggregate principal amount of $250,000 or a whole multiple of $50,000 in excess thereof and shall be made on a pro rata basis, based on the Total Outstandings at such time. If such notice is given by the Issuer, the Issuer shall make such redemption and the aggregate principal amount specified in such notice shall be due and payable on the date specified therein. Each such redemption shall be applied to the Notes of the Holders in accordance with their Pro Rata Share. Upon receipt by any Holder of its Pro Rata Share of the amount of any such redemption, such Holder shall deliver to the Issuer for cancellation an aggregate principal amount of Notes equal to not less than the amount of Notes of such Holder so redeemed. In the event the aggregate principal amount of such Notes delivered to the Issuer exceeds the aggregate principal amount of the Notes so redeemed, the Issuer shall deliver to the applicable Holder a new Note or Notes in an aggregate principal amount equal to the amount of such excess. (b) Mandatory Offer to Repurchase Notes Upon Asset Sale or Event of Loss. (i) Mandatory Offer to Repurchase Notes Upon Asset Sale or Event of Loss. In the event that the Parent or any of its Subsidiaries shall have received Net Cash Proceeds from any Asset Sale or suffers an Event of Loss, the Issuer shall, in each case subject to the terms of the Intercreditor Agreement, not later than ten (10) Business Days after receipt of such Net Cash Proceeds, make an offer to each Holder (a “Mandatory Redemption Offer”), on a pro rata basis based on the Total Outstandings at such time, to repurchase such Holder’s Notes using 100% of the Net Cash Proceeds of such Asset Sale or Event of Loss, less the applicable Reinvestment Deferred Amount (to the extent that a Reinvestment Notice has been provided with respect to such Asset Sale or Event of Loss), pursuant to the procedures described in Section 2.02(b)(v) at an offer price equal to one-hundred percent (100%) of the aggregate outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of such repurchase; provided that the requirements of this Section 2.02(b)(i) shall not apply, if no Default or Event of Default has occurred and is then continuing, to the extent that the aggregate amount of the Net Cash Proceeds received by the Parent or such Subsidiary in connection with such Asset Sale or Event of Loss, as applicable, do not exceed (x) $500,000 per Asset Sale (or series of related Asset Sales) or Event of Loss, as applicable, or (y) $1,000,000 with respect to all Asset Sales or all Events of Loss, as applicable, during any fiscal year of the Parent; provided, further, that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be offered to be used to repurchase Notes in accordance with this Section 2.02(b)(i). (ii) Mandatory Offer to Repurchase Notes Upon Debt Issuance. In the event that the Parent or any of its Subsidiaries shall have received Net Cash Proceeds from any Debt Issuance, the Issuer shall, in each case subject to the terms of the Intercreditor Agreement, not later than ten (10) Business Days after the receipt of such Net Cash Proceeds, make a Mandatory Redemption Offer, on a pro rata basis based on the Total Outstandings at such time, to repurchase each Holder’s Notes using fifty percent (50%) of the Net Cash Proceeds of such Debt Issuance at an offer price equal to 100% of the aggregate outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of such repurchase. (iii) Mandatory Offer to Repurchase Notes Upon Equity Issuance. In the event that the Parent or any of its Subsidiaries shall have received Net Cash Proceeds from any Equity Issuance, the Issuer shall, in each case subject to the terms of the Intercreditor Agreement, not later than ten (10) Business Days after receipt of such Net Cash Proceeds, make a Mandatory Redemption Offer, on a pro rata basis based on the Total Outstandings at such time, to repurchase each Holder’s Notes using twenty-five percent (25%) of the Net Cash Proceeds of such Equity 21 Issuance at an offer price equal to 100% of the aggregate outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of such repurchase. (iv) Mandatory Offer to Repurchase Notes Upon Exercise of Warrants, Rights or Options to Acquire Capital Stock. In the event that the Parent or any of its Subsidiaries shall have received Net Cash Proceeds from any exercise of warrants, rights or options to acquire its Capital Stock (each such event, an “Exercise Event”), the Issuer shall, in each case subject to the terms of the Intercreditor Agreement, not later than ten (10) Business Days after receipt of such Net Cash Proceeds, make a Mandatory Redemption Offer, on a pro rata basis based on the Total Outstandings at such time, to repurchase each Holder’s Notes using twenty-five (25%) of the Net Cash Proceeds of such Exercise Event at an offer price equal to 100% of the aggregate outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of such repurchase; provided that the requirements of this Section 2.02(b)(iv) shall not apply to the extent that the aggregate amount of the Net Cash Proceeds that are required to be offered for repurchase of Notes pursuant to this clause (iv) do not exceed $100,000 per Exercise Event (or a related series of Exercise Events). (v) Offer and Repurchase Mechanics. Subject to the terms of the Intercreditor Agreement, within ten (10) Business Days following the occurrence of an Asset Sale, Event of Loss, Debt Issuance, Equity Issuance or Exercise Event referred to in clauses (i), (ii), (iii) or (iv) above requiring a Mandatory Redemption Offer, the Issuer shall deliver to each Holder a written notice stating (1) that a Mandatory Redemption Notice is being made pursuant to this Section 2.02(b) and that Notes tendered will be accepted for payment up to an aggregate amount equal to, (x) in the case of clause (i) above, one-hundred percent (100%) of the Net Cash Proceeds of the applicable Asset Sale or Event of Loss, as applicable, less the applicable Reinvestment Deferred Amount, if any, (y) in the case of clause (ii) above, fifty percent (50%) of the Net Cash Proceeds of the applicable Debt Issuance, and (z) in the case of clause (iii) or (iv) above, twenty-five (25%) of the Net Cash Proceeds of the relevant Equity Issuance or Exercise Event, as applicable, (2) the purchase price (which shall be as specified in clauses (i), (ii) and (iii) above) and the purchase date (which shall be ten (10) Business Days after the date such notice is sent) with respect to such event (the “Mandatory Payment Date”), and (3) that any Notes not tendered or not repurchased will continue to remain outstanding. On or before the second Business Day prior to the applicable Mandatory Payment Date, each Holder shall notify the Issuer in writing of the amount of such Holder’s Notes eligible for redemption that such Holder wishes to tender for purchase pursuant to such Mandatory Redemption Offer; provided that, in the event any Holder does not so notify the Issuer on or before such second Business Day, such Holder shall be deemed to have elected not to tender any of such Holder’s Notes for purchase. On the Mandatory Payment Date, the Issuer or any of its Subsidiaries shall deliver to any Holders that have elected to tender all or any portion of their respective Notes for purchase pursuant to such Mandatory Redemption Offer, an amount equal to the aggregate purchase price for such Notes. Upon receipt by any Holder of the purchase price for the Notes which such Holder has elected to tender for purchase, such Holder shall deliver to the Issuer an aggregate principal amount of Notes equal to not less than the amount of Notes of such Holder so tendered, which Notes shall be cancelled by the Issuer. In the event such aggregate principal amount of the Notes of such Holder delivered to the Issuer exceeds the aggregate principal amount of the Notes of such Holder so tendered, the Issuer shall deliver to such Holder a new Note or Notes in an aggregate principal amount equal to the amount of such excess.
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