Wendy's 2013 Annual Report Download - page 38

Services Agreement
The Wendy’s Company and a management company formed by the Former Executives and a director, who was
our former Vice Chairman (the “Management Company”) entered into a services agreement (the “Services
Agreement”), which commenced on July 1, 2009 and expired on June 30, 2011. Under the Services Agreement, the
Management Company assisted us with strategic merger and acquisition consultation, corporate finance and
investment banking services and related legal matters. The Wendy’s Company paid the Management Company a
service fee of $0.25 million per quarter, in connection with the Services Agreement until it expired on June 30, 2011.
Sublease of New York Office Space
In July 2008 and July 2007, The Wendy’s Company entered into agreements under which the Management
Company subleased (the “Subleases”) office space on two of the floors of the Company’s former New York
headquarters. During the second quarter of 2010, The Wendy’s Company and the Management Company entered
into an amendment to the sublease, effective April 1, 2010, pursuant to which the Management Company’s early
termination right was canceled in exchange for a reduction in rent. Under the terms of the amended sublease, which
expired in May 2012, the Management Company paid rent to The Wendy’s Company in an amount that covered
substantially all of the Company’s rent obligations under the prime lease for the subleased space.
Liquidation Services Agreement
On June 10, 2009, The Wendy’s Company and the Management Company entered into a liquidation services
agreement (the “Liquidation Services Agreement”) pursuant to which the Management Company assisted us in the
sale, liquidation or other disposition of our cost investments and the series A senior notes that we received from
Deerfield Capital Corp. The Liquidation Services Agreement required The Wendy’s Company to pay the
Management Company a fee of $0.9 million in two installments in June 2009 and 2010, which was deferred and
amortized through its June 30, 2011 expiration date.
TASCO Aircraft Lease Agreements
In June 2009, The Wendy’s Company and TASCO, LLC (an affiliate of the Management Company)
(“TASCO”) entered into an aircraft lease agreement (the “Aircraft Lease Agreement”) to lease a company-owned
aircraft. The Aircraft Lease Agreement originally provided that The Wendy’s Company would lease such
company-owned aircraft to TASCO from July 1, 2009 until June 30, 2010. On June 24, 2010, The Wendy’s
Company and TASCO renewed the Aircraft Lease Agreement for an additional one year period (expiring on June 30,
2011). Under the Aircraft Lease Agreement, TASCO paid $10,000 per month for such aircraft plus substantially all
operating costs of the aircraft including all costs of fuel, inspection, servicing and certain 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 result of TASCO’s usage of the aircraft. The Wendy’s Company continued to be responsible for
calendar-based maintenance and any extraordinary and unscheduled repairs and/or maintenance for the aircraft, as
well as insurance and other costs.
On June 29, 2011, The Wendy’s Company and TASCO entered into an agreement to extend the Aircraft
Lease Agreement for an additional one year period (expiring on June 30, 2012) and an increased monthly rent of
$13,000. On June 30, 2012, The Wendy’s Company and TASCO entered into an extension of that lease agreement
that extended the lease term to July 31, 2012 and effective as of August 1, 2012, entered into an amended and
restated aircraft lease agreement (the “2012 Lease”) that expired on January 5, 2014. Under the 2012 Lease, all
expenses related to the ownership, maintenance and operation of the aircraft were paid by TASCO, subject to certain
limitations and termination rights. The 2012 Lease expired without any limitation or termination provisions being
invoked. The Wendy’s Company did not extend or renew the 2012 Lease.
CitationAir Aircraft Lease Agreement
The Wendy’s Company, through a wholly-owned subsidiary, is party to a three-year aircraft management and
lease agreement, which expires in March 2014, with CitationAir, a subsidiary of Cessna Aircraft Company, pursuant
to which the Company leases a corporate aircraft to CitationAir to use as part of its Jet Card program fleet. The
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