Common use of Capital Expenditures, etc Clause in Contracts

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower and its Subsidiaries use the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8.

Capital Expenditures, etc. The Each of the Borrower and each Parent Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to 30,000,000 in the lesser of (x) 1998 Fiscal Year and $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)25,000,000 in each Fiscal Year thereafter; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Holdings to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) carryforward; provided further, however, that the Borrower and (iii) its Subsidiaries may make or commit to make additional Capital Expenditures solely attributable to the Rock Bottom Acquisition in an aggregate amount of Capital Expenditures permitted to be made $7,000,000 from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8the date hereof.

Capital Expenditures, etc. The Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year (beginning with the 2001 Fiscal Year) which in the aggregate do not exceed, (a) for that portion of the 2000 Fiscal Year remaining after the Effective Date through (and including) the last day of the 2001 Fiscal Year, except Capital Expenditures which do not aggregate in any $90,000,000, and (b) for each Fiscal Year in excess of thereafter, the amount set forth below opposite such Fiscal Year: Capital Fiscal Year Expenditure Amount 2002 $45,000,000 plus an amount equal to the lesser of (x) 115,000,000 2003 $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)150,000,000 2004 $190,000,000 2005 $220,000,000 2006 $220,000,000 2007 $220,000,000 2008 $220,000,000; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount (up to an aggregate of 50% of the amount of Capital Expenditures permitted for such Fiscal Year, without giving effect to this proviso) may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Parent to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward); provided further, however, that the amounts set forth in the table above for each of the remaining Fiscal Years shall each be increased (on a pro rata basis) and (iii) by an amount equal to the amount of Capital Expenditures permitted Net Equity Proceeds not otherwise required to be made from Net Cash Proceeds applied to a mandatory prepayment of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures the Loans pursuant to clause (h) of Section 7.2.63.1.1 less the amount of any such Net Equity Proceeds used as consideration for any Permitted Acquisition permitted pursuant to clause (g) or of Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.87.2.5.

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting “Investments”, but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Weighco Acquisition related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any excess of the amount set forth below opposite such Fiscal Year: Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 Maximum Capital Expenditures 2002 $ 9,600,000 2003 $ 12,000,000 2004 $ 13,500,000 2005 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $ 15,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the “Base Amount”) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (h) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Transaction and related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any excess of the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) Expenditures ----------- ------------- 2000 $5,000,000 2001 $5,500,000 2002 $6,000,000 2003 $6,500,000 2004 $7,000,000 2005 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $7,500,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the "Base Amount") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Each of the Borrower and each Designated Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except (a) Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to 30,000,000 in the lesser of (x) 1998 Fiscal Year and $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)30,000,000 in each Fiscal Year thereafter; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Holdings to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) ; provided further, however, that the Borrower and its Subsidiaries may make or commit to make additional Capital Expenditures solely attributable to the Rock Bottom Acquisition in an aggregate amount of $7,000,000 from the March 1999 Closing Date and (iiib) the amount of Capital Expenditures permitted to be made from with Net Cash Disposition Proceeds of Asset Sales pursuant to reinvested in accordance with clause (A)(iif) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.83.1.1.

Capital Expenditures, etc. The Each of the Borrower and each Parent Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to 30,000,000 in the lesser of (x) 1998 Fiscal Year and $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)25,000,000 in each Fiscal Year thereafter; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Holdings to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) ; provided further, however, that the Borrower and (iii) its Subsidiaries may make or commit to make additional Capital Expenditures solely attributable to the Rock Bottom Acquisition in an aggregate amount of Capital Expenditures permitted to be made $7,000,000 from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8the date hereof.

Capital Expenditures, etc. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Yearfiscal period set forth below, except Capital Expenditures which do not aggregate in any excess of the amount set forth below opposite such fiscal period: Closing Date through 1999 Fiscal Year in excess of $45,000,000 plus an amount equal to 9,500,000 2000 Fiscal Year through 2001 Fiscal Year $10,000,000 ($9,500,000 if the lesser of Arby's Securitization Residual Payment has been made) 2002 Fiscal Year and each Fiscal Year thereafter $11,000,000 (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested10,500,000 if the Arby's Securitization Residual Payment has been made); provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount (up to 50% of the total amount of Capital Expenditures permitted to be made in such Fiscal Year, without giving effect to any carry-forward) may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower Borrowers to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower Borrowers and its their Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Weighco Acquisition related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any excess of the amount set forth below opposite such Fiscal Year: Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 Maximum Capital Expenditures 2002 9,600,000 2003 $ 12,000,000 2004 $ 13,500,000 2005 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $ 15,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the "Base Amount") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures, except (subject to the second proviso below) Capital Expenditures in an aggregate amount in any Fiscal Year, except Capital Expenditures Year which do not aggregate in any excess of the amount set forth below opposite such Fiscal Year in excess of ("Base Capital Expenditures"): Base Capital Fiscal Year Expenditures 1995 $45,000,000 plus an amount equal to the lesser of (x) 25,000,000 1996 $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)40,000,000 1997 $30,000,000 1998 $40,000,000 1999 $30,000,000 2000 $40,000,000; provided, howeverthat for Fiscal Year 1995 only, that (i) the amount of Base Capital Expenditures permitted to be made in the 1998 pursuant to this Section shall be exclusive of lease liabilities capitalized during such Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000the facility located at Beverly, (ii) West Virginia; provided, further, that to the extent the amount of exxxxx xxe amounx xx Xxxe Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) aboveincluding the second proviso below) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used only after the Borrower and its Subsidiaries use have fully used the amount of Base Capital Expenditures permitted by this Section for such Fiscal Year without giving effect to such carry-forward) and forward (iii) the amount of any such Capital Expenditures being made as a result of such carry-forward being referred to herein as "Carry Forward Capital Expenditures"); provided, further, that, in any event, and notwithstanding anything to the contrary set forth above, Capital Expenditures (whether Base Capital Expenditures, Carry Forward Capital Expenditures or Excepted Capital Expenditures) shall only be permitted to be made from Net Cash Proceeds of Asset Sales pursuant to the extent (and only to the extent), and in such aggregate amount (such aggregate amount being referred to herein as "Permitted Capital Expenditures"), such that the Borrower would remain in compliance with clause (A)(iic) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.87.2.4 after giving effect thereto.

Capital Expenditures, etc. The Each of the Borrower and each Parent Guarantor will not, and will not permit any of its their respective Subsidiaries to, make or commit to make Capital Expenditures (a) during the period from the Closing Date through December 31, 1997, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in excess of $7,000,000, and (b) in any Fiscal Year, except Capital Expenditures of the Borrower and its Subsidiaries which do not aggregate in any Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested)12,000,000 in such Fiscal Year; provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000that, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section (other than clause (i) above) exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 10050% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carry-forward) ; provided, further, however, that the Borrower and (iii) its Subsidiaries may make or commit to make Capital Expenditures subsequent to the Closing Date for the purpose of expanding or replacing their warehouse facilities in an aggregate amount of not to exceed $2,000,000, which amount shall not be included in calculating Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales or committed to be made pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6a) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8(b) above.

Capital Expenditures, etc. The Borrower Each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Transaction and related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by WWI and its Subsidiaries (other than the SP1 Xxxxxxxx), except xxcept, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any excess of the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) Expenditures ----------- ------------ 2000 $5,000,000 2001 $7,500,000 2002 $8,000,000 2003 $8,500,000 2004 $9,000,000 2005 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $9,500,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the "Base Amount") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower WWI to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after the Borrower prior to WWI and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures (other than (w) Permitted Acquisitions, (x) investments under (1) clause (j) of Section 7.2.5 and (2) clause (i) of Section 7.2.5 to the extent, in the case of this clause (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures may be made pursuant to this clause (x) whether or not constituting “Investments”, but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and Weighco Acquisition related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal YearYear by the Borrower and its Subsidiaries (other than SP1), except except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate in any excess of the amount set forth below opposite such Fiscal Year: Fiscal Year in excess of $45,000,000 plus an amount equal to the lesser of (x) $5,000,000 Maximum Capital Expenditures 2004 $ 20,000,000 2005 $ 22,000,000 2006 $ 24,000,000 2007 $ 26,000,000 2008 $ 28,000,000 2009 $ 30,000,000 2010 and (y) 4% of revenues acquired from Investments made pursuant to clause (h) of Section 7.2.6 (net of revenues divested); thereafter $ 32,000,000 provided, however, that (i) the amount of Capital Expenditures permitted to be made in the 1998 Fiscal Year shall not include Capital Expenditures made in respect of repurchase obligations under lease and sale-leaseback arrangements in an amount not to exceed $40,000,000, (ii) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to the table set forth above without giving effect to this Section (other than clause (i) above(the “Base Amount”) exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, up to 100% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by the Borrower to the Agents Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used after prior to the Borrower and its Subsidiaries use using the amount of Capital Expenditures permitted by this Section Base Amount for such succeeding Fiscal Year, without giving effect to such carry-forward) and (iii) the amount of Capital Expenditures permitted to be made from Net Cash Proceeds of Asset Sales pursuant to clause (A)(ii) of Section 7.2.12 (without duplication of Investments permitted as Capital Expenditures pursuant to clause (h) of Section 7.2.6) or Section 7.2.15 shall not be included for purposes of calculating compliance with this Section 7.2.8).