Growth Capital Expenditures. The Borrower shall not make, or become legally obligated to make for each fiscal year, Growth Capital Expenditures costing in excess of two million dollars ($2,000,000) in the aggregate during any such fiscal year, unless the Borrower shall have had at least a trailing 12 month average of $2,000,000 in cash in deposits with the Lender at the time of the making of any such Growth Capital Expenditure.
Growth Capital Expenditures. Section 11.5.2 of the Credit Agreement is hereby amended by deleting Section 11.5.2 in its entirety and substituting the following in lieu thereof:
Growth Capital Expenditures. The Borrowers will not make, and will not permit any of their Subsidiaries to make, aggregate Growth Capital Expenditures or construct, acquire or open new Restaurants during any fiscal year that exceed the amounts and numbers set forth in the table below opposite such fiscal year; provided that (i) the maximum amount of Growth Capital Expenditures permitted in each fiscal year shall be increased by one hundred (100%) of the unused Growth Capital Expenditures from the immediately preceding fiscal year (calculated without reference to any amounts carried forward to such preceding year from any earlier year pursuant to this proviso); provided, however, that to the extent that less than seventy percent (70%) of the permitted Gross Capital Expenditures for any fiscal year is utilized, the Borrowers shall only be permitted to carry forward to the following fiscal year seventy–five percent (75%) of such unused Growth Capital Expenditures from such immediately preceding fiscal year (calculated without reference to any amounts carried forward from prior years pursuant to this proviso) and (ii) in the event that the Borrowers do not carry forward any of a prior year’s Growth Capital Expenditures basket, the Borrowers may increase such current fiscal year’s Growth Capital Expenditure basket by up to $1,500,000 in order to expedite completion of one or more restaurants in such fiscal year, so long as the next fiscal year’s Growth Capital Expenditure basket is reduced by the equivalent amount of such increase: Period Maximum Growth Capital Expenditures Fiscal year 2003 $ 15,000,000 Fiscal year 2004 $ 17,000,000 Fiscal year 2005 $ 19,000,000 Fiscal year 2006 $ 23,000,000 Fiscal year 2007 $ 23,000,000 Notwithstanding the foregoing, the Borrowers will not commit to open any new Restaurants (including without limitation entering into any lease, purchase agreement, construction contract or other agreement or arrangement relating to the acquisition, build-out or refurbishment of any property in connection with the opening or anticipated opened of a new Restaurant), or make Growth Capital Expenditures a Borrower was not previously committed to make, at any time during which a Default or Event of Default is continuing or when the Leverage Ratio as at the end of the most recently ended Reference Period for which the Borrowers have delivered a Compliance Certificate exceeds the Incurrence Ratio. For purposes of testing quarterly compliance with this §11.4, the Borrowers shall a...
Growth Capital Expenditures. Permit the aggregate amount of all Growth Capital Expenditures in any Fiscal Year to exceed $40,000,000 in such Fiscal Year. Notwithstanding the foregoing, 50% of any portion of any amount set forth above, if not expended in the Fiscal Year for which it is permitted above, may be carried over for expenditure in the next following Fiscal Year; provided that, if any such amount is so carried over, (a) it will be deemed used in the applicable subsequent Fiscal Year and (b) it may not be carried over to another subsequent Fiscal Year. The amount of Capital Expenditures that are permitted to be made in any Fiscal Year shall be increased after the consummation of a Permitted Acquisition in an amount equal to 30% of the target’s EBITDA for the four (4) fiscal quarter period most recently ended.
Growth Capital Expenditures. Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Growth Capital Expenditure (by purchase or Capitalized Lease) that would cause the aggregate amount of all Growth Capital Expenditures made by the Loan Parties and their Subsidiaries to exceed $15,000,000 in any Fiscal Year (the "Growth Capital Expenditure Limitation"); provided, that, from and after the Original Effective Date, if at the end of any Fiscal Year, the Growth Capital Expenditure Limitation for such Fiscal Year exceeds the aggregate amount of Growth Capital Expenditures made or incurred by the Borrower and its Subsidiaries during such Fiscal Year (the amount of such excess being referred to herein as the "Excess Amount"), then the Excess Amount may be carried forward to the next succeeding Fiscal Year, it being understood that any unused Excess Amounts may be carried forward (to the extent not used) to succeeding Fiscal Years without limitation.
Growth Capital Expenditures. The Borrower will not make, or permit any Subsidiary of the Borrower to make, Growth Capital Expenditures (including the signing of new leases) if the Pro Forma Leverage Ratio as of the time the Borrower or any Subsidiary of the Borrower commits to incur such Growth Capital Expenditures is greater than or equal to 1.75:1.00, provided that (x) the Borrower will not make, or permit any Subsidiary of the Borrower to make, Growth Capital Expenditures (other than as set forth in clauses (y) and (z) of this proviso) prior to the receipt by the Lenders of the FQ1 2004 financial statements required to be delivered by the Borrower pursuant Section 9.4, (y) at any time during FQ1 2004 or thereafter, the Borrower or any Subsidiary of the Borrower shall be permitted to sign a new lease in connection with the Store to be located in Long Beach, California, and (z) such Pro Forma Leverage Ratio restriction shall not prohibit the Borrower from making Growth Capital Expenditures otherwise permitted under §11.5.1 with respect to those Stores listed on Schedule 11.5.2.”
Growth Capital Expenditures. The Credit Parties will not permit Consolidated Growth Capital Expenditures for any fiscal year, taken together with the aggregate consideration (including any assumption of liabilities (other than current working capital liabilities not constituting Indebtedness), but excluding consideration consisting of any Capital Stock of the Borrower or capital contributed by Extendicare) paid by the Consolidated Parties for all Permitted Acquisitions during such fiscal year, to exceed (i) for fiscal year 1998 (including the period from the Closing Date through the last day of fiscal year 1997), $150 million (excluding for purposes hereof the Acquisition of Arbor), (ii) for each of fiscal years 1999 and 2000, $175 million and (iii) for each fiscal year thereafter, $200 million.
Growth Capital Expenditures. Make or become legally obligated to make any Growth Capital Expenditures for the Borrower and its Subsidiaries during any Fiscal Year, in an aggregate amount in excess of 50% of the Consolidated EBITDA of the Borrower and its Subsidiaries for the prior Fiscal Year, as reflected in the financial statements for such Fiscal Year delivered to the Administrative Agent pursuant to Section 6.01(a).
Growth Capital Expenditures. The Borrower will not make, and will not permit any of its Subsidiaries to make, aggregate Growth Capital Expenditures during (a) the period commencing on the Closing Date and ending on the last day of the fiscal year ending on or about December 31, 2001, in excess of $3,500,000 for such period, (b) the fiscal years ending or about December 31, 2002 and December 31, 2003, in excess of $7,500,000 per annum and (b) and in any fiscal year thereafter, in excess of $10,000,000 per annum, provided that the maximum Growth Capital Expenditures in any fiscal year after the fiscal year ending on or about December 31, 2001 shall be increased by seventy-five percent (75%) of the unused portion of Growth Capital Expenditures from the previous fiscal year (calculated without reference to any amounts carried forward from prior years pursuant to this provision). Notwithstanding the foregoing, at any time when the Senior Leverage Ratio of the Borrower and its Subsidiaries for the most recently ended period of four (4) consecutive fiscal quarters is greater than 1.50:1.00, then neither the Borrower, nor any of its Subsidiaries shall be permitted to incur any uncommitted Growth Capital Expenditures unless the Senior Leverage Ratio is at least twenty-five (25) basis points lower that the covenant level required for such period pursuant to Section 11.2. 79 -71-
Growth Capital Expenditures. As of the First Amendment Effective Date and thereafter, enter into, commit to enter into or otherwise be bound by more than two (2) new lease agreements (or similar agreement, including but not limited to, agreements to acquire any fee sites), if the Consolidated Total Lease Adjusted Leverage Ratio (calculated on a pro forma basis) as of the time a Loan Party enters into, commits to enter into, or is otherwise bound by such new lease agreement is not at least twenty-five (25) basis points lower than the covenant level required pursuant to Section 7.11(a) for the most recently ended Measurement Period (such period, the “Restricted Lease Period”). The foregoing Consolidated Total Lease Adjusted Leverage Ratio restriction shall not apply to the extent the Consolidated Total Lease Adjusted Leverage Ratio required pursuant to Section 7.11(a) for the most recently ended Measurement Period is 4.00 to 1.00 or less. For the avoidance of doubt, the foregoing restrictions shall not apply to any lease agreements (or similar agreements, including but not limited to, agreements to acquire any fee sites) entered into or existing prior to the First Amendment Effective Date (including extensions, renewals or other modifications to such lease agreements). Borrower shall promptly notify Administrative Agent upon Borrower or its Subsidiaries entering into any new lease agreements during the Restricted Lease Period.
