Wendy's 2009 Annual Report Download - page 134

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New Services Agreement
Wendy’s/Arby’s and the Management Company entered into the New Services Agreement which
commenced on July 1, 2009 and will continue until June 30, 2011, unless sooner terminated. Under the New
Services Agreement, the Management Company will assist us with strategic merger and acquisition
consultation, corporate finance and investment banking services and related legal matters. Pursuant to the
terms of this agreement, we are paying the Management Company a service fee of $250 per quarter, payable in
advance commencing July 1, 2009. In addition, in the event the Management Company provides substantial
assistance to us in connection with a merger or acquisition, corporate finance and/or similar transaction that is
consummated at any time during the period commencing on the date the New Services Agreement was
executed and ending six months following the expiration of its term, we will negotiate a success fee to be paid
to the Management Company which is reasonable and customary for such transactions.
We paid approximately $5,368 in fees for corporate finance advisory services in 2009 to the Management
Company in connection with the issuance of the Senior Notes.
Withdrawal Agreement
In June 2009, we and the Management Company entered into a Withdrawal Agreement which provided
that we would be permitted to withdraw all amounts in the Equities Account on an accelerated basis effective
no later than June 26, 2009. Prior to the Withdrawal Agreement and as a result of an investment management
agreement with the Management Company which was terminated on June 26, 2009, we had not been
permitted to withdraw any amounts from the Equities Account until December 31, 2010, although $47,000
was released from the Equities Account in 2008 subject to an obligation to return that amount to the Equities
Account by a specified date. In consideration for obtaining such Early Withdrawal right, we agreed to pay the
Management Company $5,500, were not required to return the $47,000 referred to above and were no longer
obligated to pay investment management and incentive fees to the Management Company. The Equities
Account investments were liquidated in June 2009 for $37,401, of which $31,901 was received by us, net of
the $5,500 withdrawal fee and for which we realized a gain of $2,280 in 2009, all included in “Investment
(expense) income, net.”
Liquidation Services Agreement
In June 2009, Wendy’s/Arby’s and the Management Company entered into a Liquidation Services
Agreement whereby, the Management Company will assist us in the sale, liquidation or other disposition of
the Legacy Assets, which are not related to the Equities Account. As of the date of the Liquidation Services
Agreement, the Legacy Assets were valued at the Target Amount. The Liquidation Services Agreement, which
expires June 30, 2011, provides that we will pay the Management Company a fee of $900 in two installments,
which is being amortized over the term of the agreement. The first installment of $450 was paid in 2009 and
$239 was amortized and recorded in “General and administrative.” In addition, in the event that any or all of
the Legacy Assets are sold, liquidated or otherwise disposed of and the aggregate net proceeds to us are in
excess of the Target Amount, then we will pay the Management Company a success fee equal to 10% of the
aggregate net proceeds in excess of the Target Amount.
Aircraft Lease Agreement
Wendy’s/Arby’s and TASCO, LLC (an affiliate of the Management Company) (“TASCO”) entered into an
aircraft lease agreement (the “Aircraft Lease Agreement”) for an aircraft that was previously under the time
share agreement mentioned above. The Aircraft Lease Agreement provides that the Company will lease such
corporate aircraft to TASCO from July 1, 2009 until June 30, 2010. The Aircraft Lease Agreement provides
that TASCO will pay $10 per month for such aircraft plus substantially all operating costs of the aircraft
including all costs of fuel, inspection, servicing and storage, as well as operational and flight crew costs relating
to the operation of the aircraft, and all transit maintenance costs and other maintenance costs required as a
127
Wendy’s/Arby’s Group, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)