Common use of Capital Expenditure Limit Clause in Contracts

Capital Expenditure Limit. For purposes of Covenant 7.03(c), Capital Expenditures are calculated as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries for the Fiscal Year (or shorter period) covered by the financial statements delivered with this Certificate, that, in accordance with GAAP, are or should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures Less: Net Cash Proceeds of Dispositions reinvested to the extent permitted by Section 2.05(C)(iii) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to the extent permitted by Section 2.05(C)(v) and which are included in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Capital Expenditures Permitted Capital Expenditures In Compliance for Capital Expenditures Yes/No For purposes of calculating Fixed Charge Coverage Ratio, Unfinanced Capital Expenditures are defined as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries for the twelve-month period ending on the last day of the most current month covered by the financial statements delivered with this Certificate, that, in accordance with GAAP, are or should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures Less: Net Cash Proceeds of Dispositions reinvested to the extent permitted by Section 2.05(C)(iii) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to the extent permitted by Section 2.05(C)(v) and which are included in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Capital Expenditures Less: Portion of Capital Expenditures financed under Capitalized Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment) Less: $3,000,000 in the aggregate during testing periods in 2007 Unfinanced Capital Expenditures (used in calculation of Fixed Charge Coverage Ratio)

Capital Expenditure Limit. For purposes of Covenant 7.03(c), Capital Expenditures are calculated as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries for the Fiscal Year (or shorter period) covered by the financial statements delivered with this Certificate, that, in accordance with GAAP, are or should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures Less: Net Cash Proceeds of Dispositions reinvested to the extent permitted by Section 2.05(C)(iii) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to the extent permitted by Section 2.05(C)(v) and which are included in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Capital Expenditures Permitted Capital Expenditures (including carry forward of $ from prior Fiscal Year) In Compliance for Capital Expenditures Yes/No For purposes of calculating Fixed Charge Coverage Ratio, Unfinanced Capital Expenditures are defined as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries for the twelve-month period ending on the last day of the most current month covered by the financial statements delivered with this Certificate, that, in accordance with GAAP, are or should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures Less: Net Cash Proceeds of Dispositions reinvested to the extent permitted by Section 2.05(C)(iii) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to the extent permitted by Section 2.05(C)(v) and which are included in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Capital Expenditures Less: Portion of Capital Expenditures financed under Capitalized Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment) Less: $3,000,000 in the aggregate during testing periods in 2007 Unfinanced Capital Expenditures (used in calculation of Fixed Charge Coverage Ratio) EXHIBIT B TO COMPLIANCE CERTIFICATE Calculation of Consolidated EBITDA Consolidated EBITDA is calculated as follows: Net income (or loss) for the applicable period of measurement of Parent and its Subsidiaries on a consolidated basis deteimined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person (other than a Subsidiary of the Parent) in which Borrower has an ownership interest except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries in cash by such Person during such period and the payment of dividends or similar distributions by that Subsidiary is not at the time prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary; (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries; (c) the proceeds of any life insurance policy; (d) gains or losses from the Disposition of property or assets not in the ordinary course of business of the Borrower and its Subsidiaries, and related tax effects in accordance with GAAP; and (e) any other non-recurring non-cash or extraordinary gains or losses of the Parent or its Subsidiaries, and related tax effects in accordance with GAAP Plus, without duplication and to the extent deducted in determining net income (or loss) above: interest expense, less interest income income tax expense depreciation expense amortization expense management fee to Sponsor pursuant to a management agreement entered into as permitted by the Financing Agreement Consolidated EBITDA (used in calculating Senior Leverage Ratio and Fixed Charge Coverage Ratio) EXHIBIT C TO COMPLIANCE CERTIFICATE Calculation of Consolidated Net Interest Expense Gross interest expense during the applicable measurement period Less: Interest income during the applicable measurement period amortization of capitalized fees and expenses incurred in connection with the Related Transactions and included in gross interest expense amortization of original issue discount included in gross interest expense interest paid in kind or capitalized and included in gross interest expense Consolidated Net Interest Expense (used in calculation of Fixed Charge Coverage Ratio) EXHIBIT D FORM OF EXCESS CASH FLOW CERTIFICATE Date: , 200 This Excess Cash Flow Certificate (this “Certificate”) is given by BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Administrative Borrower”), pursuant to Section 7.01(a)(i) of that certain Financing Agreement dated as of October 1, 2006 among Administrative Borrower, the other Borrowers party thereto, each subsidiary of the Administrative Borrower listed as a “Guarantor” on the signature pages thereto, Dymas Funding Company, LLC, in its capacity as Administrative Agent, and the financial institutions from time to time party thereto as “Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Financing Agreement. The officer executing this Certificate is an Authorized Officer of Administrative Borrower and, as such, is duly authorized to execute and deliver this certificate on behalf of Administrative Borrower. By executing this Certificate such Authorized Officer hereby certifies to Administrative Agent and Lenders that:

Capital Expenditure Limit. For purposes of Covenant 7.03(c), Capital Expenditures are calculated as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries for the Fiscal Year (or shorter period) covered by the financial statements delivered with this Certificate, that, in accordance with GAAP, are or should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures Less: Net Cash Proceeds of Dispositions reinvested to the extent permitted by Section 2.05(C)(iii) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to the extent permitted by Section 2.05(C)(v) and which are included in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Capital Expenditures Permitted Capital Expenditures In Compliance for Capital Expenditures Yes/No For purposes of calculating Fixed Charge Coverage Ratio, Unfinanced Capital Expenditures are defined as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries obligations, for the twelve-relevant test period set forth in Section 6.1 of the Credit Agreement, which should be capitalized under GAAP $ Less: Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above To the extent included above, amounts paid as the purchase price in Permitted Acquisitions Capital Expenditures Permitted Capital Expenditures In Compliance Yes/No For purposes of calculating Cash Flow, Capital Expenditures are defined as follows: The aggregate of all expenditures and other obligations for the twelve month period ending on the last day of the most current month covered by the such financial statements delivered with this Certificate, that, in accordance with GAAP, are or which should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures under GAAP $ Less: Net Cash Proceeds from Dispositions and/or Events of Dispositions reinvested Loss which Borrower is permitted to the extent permitted by Section 2.05(C)(iiireinvest pursuant to subsection 1.8(c) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to above To the extent permitted by Section 2.05(C)(v) and which are included above, amounts paid as the purchase price in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Permitted Acquisitions Capital Expenditures Less: Portion of Capital Expenditures financed under Capitalized Capital Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment) Less: $3,000,000 in the aggregate during testing periods in 2007 Unfinanced Capital Expenditures ([used in calculation of Fixed Charge Coverage Ratio)Cash Flow] Senior Leverage Ratio is defined as follows: Adjusted Indebtedness (per Exhibit B): $ Less: The principal amount of the Subordinated Indebtedness evidenced by the Subordinated Notes Senior Indebtedness: $ Adjusted EBITDA (per Exhibit B) $ Senior Leverage Ratio (Senior Indebtedness (from above) divided by Adjusted EBITDA) Maximum Senior Leverage Ratio In Compliance Yes/No

Capital Expenditure Limit. For purposes of Covenant 7.03(c), Capital Expenditures are calculated as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries for the Fiscal Year (or shorter period) covered by the financial statements delivered with this Certificate, that, in accordance with GAAP, are or should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures Less: Net Cash Proceeds of Dispositions reinvested to the extent permitted by Section 2.05(C)(iii) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to the extent permitted by Section 2.05(C)(v) and which are included in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Capital Expenditures Permitted Capital Expenditures In Compliance for Capital Expenditures Yes/No For purposes of calculating Fixed Charge Coverage Ratio, Unfinanced Capital Expenditures are defined as follows: The aggregate of all expenditures or obligations incurred by Parent and its Subsidiaries for the twelve-month period ending on the last day of the most current month covered by the financial statements delivered with this Certificate, that, in accordance with GAAP, are or should be capitalized Plus: To the extent not included above, the aggregate of all expenditures during such period to acquire by purchase or otherwise the business or fixed assets of, or the Capital Stock of, any Person Total Capital Expenditures Less: Net Cash Proceeds of Dispositions reinvested to the extent permitted by Section 2.05(C)(iii) and which are included in Total Capital Expenditures Extraordinary Receipts consisting of proceeds of casualty insurance and/or condemnation awards reinvested to the extent permitted by Section 2.05(C)(v) and which are included in Total Capital Expenditures The aggregate amount of contracted for tenant allowances Capital Expenditures Less: Portion of Capital Expenditures financed under Capitalized Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment) Less: $3,000,000 in the aggregate during testing periods in 2007 Unfinanced Capital Expenditures (used in calculation of Fixed Charge Coverage Ratio) Covenant 7.03(d) Calculation of Minimum Consolidated EBITDA Consolidated EBITDA is calculated as follows: Net income (or loss) for the applicable period of measurement of Parent and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person (other than a Subsidiary of the Parent) in which Borrower has an ownership interest except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries in cash by such Person during such period and the payment of dividends or similar distributions by that Subsidiary is not at the time prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary; (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries; (c) the proceeds of any life insurance policy; (d) gains or losses from the Disposition of property or assets not in the ordinary course of business of the Borrower and its Subsidiaries, and related tax effects in accordance with GAAP; and (e) any other non-recurring non-cash or extraordinary gains or losses of the Parent or its Subsidiaries, and related tax effects in accordance with GAAP Plus, without duplication and to the extent deducted in determining net income (or loss) above: interest expense, less interest income income tax expense depreciation expense amortization expense management fee to Sponsor pursuant to a management agreement entered into as permitted by the Financing Agreement fees and expenses paid to Investor Guarantors to the extent permitted pursuant to Section 7.02(h) of the Financing Agreement fees and expenses paid (i) on or about the Closing Date in connection with the Loan Documents or the Related Transaction Documents, to the extent such fees and expenses do not exceed$555,000 in the aggregate, and (ii) in connection with that certain Waiver and First Amendment to Financing Agreement to Administrative Agent Fees and expenses paid in connection with the transactions contemplated by the Third Amendment (including, without limitation, fees paid to the Administrative Agent and the Lenders pursuant to the Third Amendment, fees paid to Xxxxxxx Consulting and fees and expenses paid to legal counsel) Fees and expenses paid in connection with the transactions contemplated by the Waiver and Fourth Amendment to Financing Agreement dated as of June 6, 2008 (the “Fourth Amendment”) by and among the Administrative Agent and the Lenders party thereto (including, without limitation, fees paid to the Administrative Agent and the Lenders pursuant to the Fourth Amendment, fees paid to Xxxxxxx Consulting and fees and expenses paid to legal counsel) Non cash adjustments relating to lease leveling Fees and expenses paid in connection with the internet security breach to the extent such fees and expenses do not exceed $130,000 in the aggregate Consolidated EBITDA (used in calculating Senior Leverage Ratio and Fixed Charge Coverage Ratio) EXHIBIT B TO COMPLIANCE CERTIFICATE Calculation of Consolidated Net Interest Expense Gross interest expense during the applicable measurement period Less: Interest income during the applicable measurement period amortization of capitalized fees and expenses incurred in connection with the Related Transactions and included in gross interest expense amortization of original issue discount included in gross interest expense interest paid in kind or capitalized and included in gross interest expense Consolidated Net Interest Expense (used in calculation of Fixed Charge Coverage Ratio) ACKNOWLEDGMENT Reference is hereby made to (a) the foregoing Waiver and Fourth Amendment to Financing Agreement dated as of June 6, 2008 (the “Amendment”) by and among BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for certain financial institutions (the “Lenders”), and (b) that certain Guaranty dated as of January 25, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Investor Guaranty”), executed and delivered by each of the undersigned (each an “Investor Guarantor”), in favor of Administrative Agent. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Financing Agreement referred to in the Amendment. Each Investor Guarantor hereby (a) acknowledges receipt by such Investor Guarantor of a copy of the Amendment, and (b) agrees that the Investor Guaranty remains in full in force and effect with respect to such Investor Guarantor and that the terms and provisions of the Amendment do not modify or otherwise affect in any way any of such Investor Guarantor’s obligations and liabilities under the Investor Guarantor, all of which obligations and liabilities are hereby ratified, confirmed and reaffirmed. IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed by an officer thereunto duly authorized, as of the date set forth below. WESTVIEW CAPITAL PARTNERS, L.P. By: WestView Capital Management, L.P., its general partner By: WVCP Management, LLC, its general partner By: /s/ X. Xxx Xxxxxxxxx Name: X. Xxx Xxxxxxxxx Title: Dated as of June 6, 2008 Signature Page to Acknowledgment to Waiver and Fourth Amendment to Financing Agreement With Body Shop of America, Inc. IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed by an officer thereunto duly authorized, as of the date set forth below. AIG GLOBAL ASSET MANAGEMENT HOLDINGS CORP. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President Dated as of June 6, 2008 Signature Page to Acknowledgment to Waiver and Fourth Amendment to Financing Agreement With Body Shop of America, Inc. IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed as of the date set forth below. /s/Xxxx Xxxxxx Xxxx Xxxxxx, an individual Dated as of June 6, 2008 Signature Page to Acknowledgment to Waiver and Fourth Amendment to Financing Agreement With Body Shop of America, Inc. IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed as of the date set forth below. /s/ Xxxxxx x. Xxxxxxx Xxxxxx X. Xxxxxxx, an individual Dated as of June 6, 2008 Signature Page to Acknowledgment to Waiver and Fourth Amendment to Financing Agreement With Body Shop of America, Inc. IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed as of the date set forth below. /s/ Xxxxxx Xxxx Xxxxxx Xxxx, an individual Dated as of June 6, 2008 Signature Page to Acknowledgment to Waiver and Fourth Amendment to Financing Agreement With Body Shop of America, Inc. IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed as of the date set forth below. /s/ Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx, an individual Dated as of June 6, 2008 Signature Page to Acknowledgment to Waiver and Fourth Amendment to Financing Agreement With Body Shop of America, Inc.