Common use of Capital Expenditure Limits Clause in Contracts

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of Borrower and its Subsidiaries (excluding trade-ins and excluding Capital Expenditures in respect of replacement assets to the extent funded with casualty insurance proceeds) will not exceed the amount set forth below for each period set forth below. In the event that Borrower or any of its Subsidiaries enters into a Capital Lease or other contract with respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only to the next Fiscal Year; provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) and (ii) to the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) or any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of (a) Borrower and its Subsidiaries (excluding trade-ins and excluding on a consolidated basis shall not make Capital Expenditures in respect of replacement assets to the extent funded with casualty insurance proceeds) will not during any Fiscal Year that exceed the amount set forth in the table below opposite the applicable Fiscal Year (the “Capex Limit”); provided, however, that the Capex Limit referenced above will be increased in any period by the positive amount equal to the lesser of (i) 25% of the Capex Limit for the immediately prior period, and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit minus the actual amount of any Capital Expenditures expended during such prior period (the “Carry Over Amount”), and for purposes of measuring compliance herewith, the Carry Over Amount shall be deemed the last amount spent on Capital Expenditures in that succeeding period; provided, further, the Carry Over Amount for purposes of measuring compliance herewith for the 2005 Fiscal Year shall be deemed to be $0. 2005 $ 22,000,000 2006 $ 24,000,000 2007 $ 26,000,000 2008 $ 28,000,000 2009 and each period set forth below. In Fiscal Year thereafter $ 30,000,000 (b) Notwithstanding the event that foregoing, Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) as follows: (i) Capital Expenditures with the Net Proceeds received by Borrower or any of its Subsidiaries enters into a from any Asset Disposition so long as such Capital Lease Expenditures are to be made or other contract with contractually committed to be made within 180 days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiary, 270 days) following the date of such Asset Disposition or to replace or restore any properties or assets in respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into which such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only Net Proceeds were paid to the next Fiscal Yearextent such Net Proceeds are not required to be applied to repay the Term Loan pursuant to Section 1.5(c); provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) and (ii) to the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) or any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------Capital Expenditures constituting Permitted Acquisitions.

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of (a) Borrower and its Subsidiaries (excluding trade-ins and excluding on a consolidated basis shall not make Capital Expenditures in respect of replacement assets to the extent funded with casualty insurance proceeds) will not during any Fiscal Year that exceed the amount set forth in the table below opposite the applicable Fiscal Year (the “Capex Limit”); provided, however, that the Capex Limit for each period set forth belowsubsequent Fiscal Year referenced below (commencing with the 2010 Fiscal Year) will be increased, if at all, by the positive amount equal to the lesser of (i) 50% of the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision), and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision) minus the actual amount of any Capital Expenditures expended during such preceding Fiscal Year (the “Carry Over Amount”); provided, further, the Carry Over Amount for purposes of measuring compliance herewith for the 2009 Fiscal Year shall be deemed to be $0. In 2009 $ 60,000,000 2010 $ 60,000,000 2011 $ 60,000,000 2012 $ 60,000,000 2013 and each Fiscal Year thereafter $ 65,000,000 (b) Notwithstanding the event that foregoing, Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) as follows: (i) Capital Expenditures with the Net Proceeds received by Borrower or any of its Subsidiaries enters into a from any Asset Disposition so long as such Capital Lease Expenditures are to be made or other contract with contractually committed to be made within 180 days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiary, 270 days) following the date of such Asset Disposition or to replace or restore any properties or assets in respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into which such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only Net Proceeds were paid to the next Fiscal Yearextent such Net Proceeds are not required to be applied to repay the Term Loans pursuant to Section 1.5(c); provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) and (ii) to the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) or Capital Expenditures constituting any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------Permitted Acquisition.

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of the Borrower and its the Subsidiaries (excluding trade-ins and excluding Capital Expenditures in respect of replacement assets subject to the extent funded with casualty insurance proceedsexclusions set forth below) will during the periods set forth below shall not exceed the Dollar amount set forth below for each out opposite the applicable period (the "General CAPEX Basket"): =============================================================================== Period Dollar Amount Fiscal Year 1999 $9,500,000 Fiscal Year 2000 $13,000,000 1st Fiscal Quarter of 2001 $4,000,000 2nd Fiscal Quarter of 2001 $4,000,000 =============================================================================== The aggregate amount of all Capital Expenditures of the Borrower and the Subsidiaries (subject to the exclusions set forth below) (A) during the first Fiscal Quarter of the 1999 Fiscal Year shall not exceed Three Million Dollars ($3,000,000) and (B) during the first and second Fiscal Quarters of the 1999 Fiscal Year shall not exceed Seven Million Dollars ($7,000,000) (the "Quarterly CAPEX Baskets"). In The General CAPEX Basket for the event that Borrower Fiscal Year 2000 shall be increased by an amount equal to twenty-five percent (25%) of the Excess Cash Flow generated during Fiscal Year 1999. The following Capital Expenditures shall not be counted against either the General CAPEX Basket or any of its Subsidiaries enters into a Capital Lease the Quarterly CAPEX Basket, or other contract with respect to fixed assetsclause (iii) below, for purposes any other calculation of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only to the next Fiscal Year; provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of Section 11.4: (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its SubsidiariesCapital Expenditures made by International Processing Corporation and International Transportation Service, as applicable, than then-existing market terms, Inc.; (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (made for purposes of procuring and constructing a replacement grease recycling facility in each of case (i) or near the Las Vegas, Nevada area; and (ii) to the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) Capital Expenditures made with any casualty or any of its Subsidiaries, in each case condemnation proceeds turned over to the extent Borrower by the foregoing financingAgent to (A) replace or repair the property damaged or condemned, equity offering (B) construct a new facility to replace the property damaged or sale is permitted under this Agreementcondemned or (C) expand the productive capacity of an existing facility. The Capital Expenditures made by the Borrower after the Closing Date for the purpose of procuring and constructing a grease recycling facility in or near Las Vegas, Nevada, shall not be subject to, or considered exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the calculations ofaggregate and, during the periods set forth below shall not exceed the Dollar amount set forth opposite the applicable period: =============================================================================== Period Dollar Amount =============================================================================== 1st Fiscal Quarter of 1999 $750,000 ------------------------------------------------------------------------------- 1st and 2nd Fiscal Quarters of 1999 $1,500,000 =============================================================================== The aggregate amount of all Capital Expenditures made by International Processing Corporation and International Transportation Service, Inc. during the first Fiscal Quarter of 1999 shall not exceed Six Hundred Thousand Dollars ($600,000). As of each Fiscal Quarter end thereafter, the limitations Capital Expenditures of this subsection 6.4. --------------International Processing Corporation and International Transportation Service, Inc. made during the period from the first day of the then current Fiscal Year to such Fiscal Quarter end shall not exceed the combined EBITDA of International Processing Corporation and International Transportation Service, Inc. for the same period.

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of (a) Borrower and its Subsidiaries (excluding trade-ins and excluding on a consolidated basis shall not make Capital Expenditures in respect of replacement assets to the extent funded with casualty insurance proceeds) will not during any Fiscal Year that exceed the amount set forth in the table below opposite the applicable Fiscal Year (the “Capex Limit”); provided, however, that the Capex Limit for each period set forth belowsubsequent Fiscal Year referenced below (commencing with the 2010 Fiscal Year) will be increased, if at all, by the positive amount equal to the lesser of (i) 50% of the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision), and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision) minus the actual amount of any Capital Expenditures expended during such preceding Fiscal Year (the “Carry Over Amount”); provided, further, the Carry Over Amount for purposes of measuring compliance herewith for the 2009 Fiscal Year shall be deemed to be $0. In 2009 $ 57,500,000 2010 $ 50,000,000 2011 $ 55,000,000 2012 $ 55,000,000 2013 and each Fiscal Year thereafter $ 60,000,000 (b) Notwithstanding the event that foregoing, Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) as follows: (i) Capital Expenditures with the Net Proceeds received by Borrower or any of its Subsidiaries enters into a from any Asset Disposition so long as such Capital Lease Expenditures are to be made or other contract with contractually committed to be made within 180 days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiary, 270 days) following the date of such Asset Disposition or to replace or restore any properties or assets in respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into which such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only Net Proceeds were paid to the next Fiscal Yearextent such Net Proceeds are not required to be applied to repay the Term Loan pursuant to Section 1.5(c); provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) and (ii) to Capital Expenditures constituting the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) Acquisition or any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------Permitted Acquisition.

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of (a) Borrower and its Subsidiaries on a consolidated basis shall not make Capital Expenditures that exceed in the aggregate $20,000,000 during any Fiscal Year (excluding trade-ins the "Capex Limit"); provided, however, that the Capex Limit referenced above will be increased in any period by the positive amount equal to the lesser of (i) 25% of the Capex Limit for the immediately prior period, and excluding (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit minus the actual amount of any Capital Expenditures expended during such prior period (the "Carry Over Amount"), and for purposes of measuring compliance herewith, the Carry Over Amount shall be deemed the last amount spent on Capital Expenditures in respect of replacement assets to that succeeding period. (b) Notwithstanding the extent funded with casualty insurance proceeds) foregoing, Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not exceed be included in any determination under the amount set forth below for each period set forth below. In foregoing clause (a)) as follows: (i) Capital Expenditures with the event that Net Proceeds received by Borrower or any of its Subsidiaries enters into a from any Asset Disposition so long as such Capital Lease Expenditures are to be made or other contract with contractually committed to be made within 180 days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiary, 270 days) following the date of such Asset Disposition or to replace or restore any properties or assets in respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into which such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only Net Proceeds were paid to the next Fiscal Yearextent such Net Proceeds are not required to be applied to repay the Term Loan pursuant to Section 1.5(c); provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) and (ii) to the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) or any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------Capital Expenditures constituting Permitted Acquisitions.

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of (a) Borrower and its Subsidiaries (excluding trade-ins and excluding on a consolidated basis shall not make Capital Expenditures in respect of replacement assets to the extent funded with casualty insurance proceeds) will not during any Fiscal Year that exceed the amount set forth in the table below opposite the applicable Fiscal Year (the “Capex Limit”); provided, however, that the Capex Limit for each period set forth belowsubsequent Fiscal Year referenced below (commencing with the 2013 Fiscal Year) will be increased, if at all, by the positive amount equal to the lesser of (i) 50% of the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision), and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit then in effect for the immediately preceding Fiscal Year (after giving effect to any increase pursuant to this provision) minus the actual amount of any Capital Expenditures expended during such preceding Fiscal Year (the “Carry Over Amount”); provided, further, the Carry Over Amount for purposes of measuring compliance herewith for the 2012 Fiscal Year shall be deemed to be $0. In 2012 $ 75,000,000 2013 and each Fiscal $ 80,000,000 Year thereafter (b) Notwithstanding the event that foregoing, Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) as follows: (i) Capital Expenditures with the Net Proceeds received by Borrower or any of its Subsidiaries enters into a from any Asset Disposition so long as such Capital Lease Expenditures are to be made or other contract with contractually committed to be made within 180 days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiary, 270 days) following the date of such Asset Disposition or to replace or restore any properties or assets in respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into which such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only Net Proceeds were paid to the next Fiscal Yearextent such Net Proceeds are not required to be applied to repay the Term Loans pursuant to Section 1.5(c); provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) constituting any Permitted Acquisition; and (ii) to the extent of such proceeds so applied) or (iii) Capital Expenditures made in connection with the gain realized on acquisition of a sale fee ownership in, and related improvements on, a new headquarters location of assets of Borrower (including securities held by Borrower) or any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------.

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of the Borrower and its Subsidiaries (excluding trade-ins and ins, excluding Capital Expenditures in respect of replacement assets to the extent funded with casualty insurance proceedsproceeds and excluding Capital Expenditures that consist of commitments or contracts to make Capital Expenditures which have not created a cash obligation so long as such amount does not exceed $500,000 in the aggregate at any time outstanding) will not exceed an amount equal to $10,000,000 in any Fiscal Year of the amount set forth below Borrower (the "Annual Amount"); provided, fifty percent (50%) of the unused portion of any Annual Amount (the "Carryover Amount") may be used by the Borrower (in addition to the Annual Amount) in the calculation hereof in the next succeeding Fiscal Year of the Borrower and no subsequent Fiscal Years provided no Default or Event of Default shall have occurred; and provided, further, any Capital Expenditures in such succeeding Fiscal Year shall be allocated first to the Annual Amount for each period set forth belowsuch Fiscal Year and second, to the Carryover Amount from such preceding Fiscal Year. In the event that the Borrower or any of its Subsidiaries enters into a Capital Lease or other contract with respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on the Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that the Borrower or any of its Subsidiaries enters into such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only to the next Fiscal Year; provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein contained in this Section 7.02 of the Loan Agreement to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with Annual Amount applicable to the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) and (ii) to the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) or any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, 1997 Fiscal Year shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------$15,000,000.

Capital Expenditure Limits. The aggregate amount of all -------------------------- Capital Expenditures of (a) Borrower and its Subsidiaries (excluding trade-ins and excluding on a consolidated basis shall not make Capital Expenditures in respect of replacement assets to the extent funded with casualty insurance proceeds) will not during any Fiscal Year that exceed the amount set forth in the table below opposite the applicable Fiscal Year (the “Capex Limit”); provided, however, that the Capex Limit referenced above will be increased in any period by the positive amount equal to the lesser of (i) 25% of the Capex Limit for the immediately prior period, and (ii) the amount (if any), equal to the difference obtained by taking the Capex Limit minus the actual amount of any Capital Expenditures expended during such prior period (the “Carry Over Amount”), and for purposes of measuring compliance herewith, the Carry Over Amount shall be deemed the last amount spent on Capital Expenditures in that succeeding period; provided, further, the Carry Over Amount for purposes of measuring compliance herewith for the 2007 Fiscal Year shall be deemed to be $0. 2007 $ 28,800,000 2008 $ 31,200,000 2009 $ 33,600,000 2010 $ 36,000,000 2011 and each period set forth below. In Fiscal Year thereafter $ 38,400,000 (b) Notwithstanding the event that foregoing, Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) as follows: (i) Capital Expenditures with the Net Proceeds received by Borrower or any of its Subsidiaries enters into a from any Asset Disposition so long as such Capital Lease Expenditures are to be made or other contract with contractually committed to be made within 180 days (or in the case of Net Proceeds received in respect of the loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiary, 270 days) following the date of such Asset Disposition or to replace or restore any properties or assets in respect to fixed assets, for purposes of calculating Capital Expenditures under this subsection only, the amount of the Capital Lease or contract initially capitalized on Borrower's or any Subsidiary's balance sheet prepared in accordance with GAAP shall be considered expended in full on the date that Borrower or any of its Subsidiaries enters into which such Capital Lease or contract. Fiscal Year Ending Amount ------------------ ------ January 30, 2000 $1,750,000 January 29, 2001 $1,750,000 Permitted Capital Expenditures not made in Fiscal Year 1999 may be carried over for one year only Net Proceeds were paid to the next Fiscal Yearextent such Net Proceeds are not required to be applied to repay the Term Loan pursuant to Section 1.5(c); provided, however, any carried-over Capital Expenditure will be deemed used only after all otherwise Permitted Capital Expenditures for that Fiscal Year have been used. Notwithstanding anything herein to the contrary, on and after the Seventh Amendment Effective Date, each Capital Expenditure made with the proceeds of (i) a third-party financing (other than under this Agreement) on terms not less favorable to Borrower or any of its Subsidiaries, as applicable, than then-existing market terms, (ii) an equity offering of Borrower's securities in which any of the proceeds thereof are used for Capital Expenditures (in each of case (i) and (ii) to the extent of such proceeds so applied) or (iii) the gain realized on a sale of assets of Borrower (including securities held by Borrower) or any of its Subsidiaries, in each case to the extent the foregoing financing, equity offering or sale is permitted under this Agreement, shall not be subject to, or considered in the calculations of, the limitations of this subsection 6.4. --------------Capital Expenditures constituting Permitted Acquisitions.