Consolidated Capital Expenditures. (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1. (ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
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Samples: Credit Agreement (Decrane Holdings Co), Credit Agreement (Decrane Aircraft Holdings Inc)
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year: ; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year ending December 31, 2003 $ 5,000,000 shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year ending December 31from the issuance of any Capital Stock of Company or any of its Subsidiaries, 2004 $ 5,000,000 but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year ending December 31in excess of $12,500,000, 2005 an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and each Fiscal Year thereafter $ 7,000,000 provided that (aiii) (x) if the aggregate actual amount of Consolidated Capital Expenditures actually made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to clause (i), (ii) or (iii) of this proviso) (the “Base Amount”), then the an amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Maximum Consolidated Capital Expenditures permitted Amount for the immediately succeeding (but not any other) Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in determining whether any amount is available for carryover to the case of succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any full Fiscal Year, 1.
Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) The parties acknowledge of this proviso: 2009 $ 125,000,000 2010 $ 150,000,000 2011 and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).each Fiscal Year thereafter $ 175,000,000
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Samples: Credit Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/)
Consolidated Capital Expenditures. (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite $8,000,000 in such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided PLUS an additional aggregate amount equal to $10,000,000 in the aggregate for all such Consolidated Capital Expenditures made after the Closing Date; PROVIDED that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”"BASE AMOUNT"), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a 121 succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7Article 7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
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Consolidated Capital Expenditures. (i) Company will Each Borrower shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal Yearperiod indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 period; provided that (a) if the aggregate amount of Maximum Consolidated Capital Expenditures actually made in Amount for any such Fiscal Year -------- period shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of excess (A) the lesser of "CARRY FORWARD AMOUNT"), if any, (x) $5,000,000 and (y) 4provided however, that in no event shall the Carry Forward -------- Amount exceed 10% of revenues the Maximum Consolidated Capital Expenditures Amount for such previous period) of the business acquired in such acquisition Maximum Consolidated Capital Expenditures Amount for the previous period of four Fiscal Quarters most recently ended on or prior to over the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the actual amount of Consolidated Capital Expenditures actually made with for such previous period: MAXIMUM CONSOLIDATED PERIOD CAPITAL EXPENDITURES -------------------------------------- -------------------- Fiscal Year, 1998 $19,000,000 Fiscal Year, 1999 $29,100,000 Fiscal Year, 2000 $21,200,000 Fiscal Year, 2001 $21,100,000 Fiscal Year, 2002 $17,400,000 Fiscal Year, 2003 (1st Fiscal Quarter) $21,700,000 Fiscal Year, 2003 (2nd Fiscal Quarter) $17,500,000 ; provided, however, that the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered Maximum Consolidated Capital Expenditures Amount -------- ------- set forth above for any period shall be increased by an Authorized Officer amount (the "INCREMENTAL ACQUISITION CAPITAL EXPENDITURE AMOUNT") equal to 5% of Company the revenues attributable to Administrative Agent on or about permitted acquisitions made pursuant to subsection 7.7(v) for the time consecutive twelve-month period immediately preceding the date of such capital contribution acquisition; provided further that with respect to the Fiscal Year in which such -------- ------- acquisition is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after Incremental Acquisition Capital Expenditure Amount shall be pro-rated for the Closing Date, only that remaining portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)Fiscal Year.
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Consolidated Capital Expenditures. (i) Company will not, Permit Consolidated Capital Expenditures; provided that the Loan Parties and will not permit any of its their Subsidiaries to, make or commit to may make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if for the aggregate amount of Consolidated Capital Expenditures actually made fiscal year ending October 31, 2019, in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal not to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward exceed $67,500,000 and (b) for any Fiscal Year fiscal year ending prior to or thereafter, (or portion thereofi) following in an unlimited amount so long as after giving effect to any acquisition of such Consolidated Capital Expenditure on a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7Pro Forma Basis, the Base Amount for such Fiscal Year Consolidated Leverage Ratio is less than or equal to 2.75 to 1.0, (or portionii) shall be increased, for each such acquisition, by in an amount equal not to exceed six percent (6%) of the product of (A) the lesser of (x) $5,000,000 and (y) 4% of net revenues of the business acquired in such acquisition Company and its Subsidiaries for the four fiscal quarter period of four Fiscal Quarters most mostly recently ended on for which financial statements have been delivered pursuant to Section 7.01(a) or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year7.01(b), and (y) in the case of if after giving effect to any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted such Consolidated Capital Expenditure level set forth in on a Pro Forma Basis, the Consolidated Leverage Ratio is greater than 2.75 to 1.0 (provided that any Consolidated Capital Expenditure made pursuant to the preceding clause (i) above shall be exclusive of not reduce availability under the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified basket in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)) and (iii) made with the portion, if any, of the Cumulative Credit on the date that the Company elects to apply all or a portion thereof to this Section 8.17(b)(iii), such election to be specified in a written notice of a Responsible Officer of the Company calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied (provided that (x) immediately before and immediately after giving Pro Forma Effect to any such Consolidated Capital Expenditure, no Default or Event of Default shall have occurred and be continuing and (y) such amount is Not Otherwise Applied).
(s) The proviso following clause (d) in Section 11.01 of the Credit Agreement is hereby amended by (i) replacing the “and” immediately before clause (v) with “,” and (ii) adding a new clause (vi) to read as follows: and (vi) the Administrative Agent and the Company may make amendments contemplated by Section 3.07.
(t) A new Section 11.23 is hereby added to Article XI of the Credit Agreement to read as follows:
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will Each Borrower shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal Yearperiod indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Capital Expenditures Amount") set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 period; provided that (a) if the aggregate amount of Maximum Consolidated Capital Expenditures actually made in Amount for any such Fiscal Year -------- period shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of excess (A) the lesser of "Carry Forward Amount"), if any, (x) $5,000,000 and (y) 4provided however, that in no event shall the Carry Forward -------- Amount exceed 10% of revenues the Maximum Consolidated Capital Expenditures Amount for such previous period) of the business acquired in such acquisition Maximum Consolidated Capital Expenditures Amount for the previous period of four Fiscal Quarters most recently ended on or prior to over the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the actual amount of Consolidated Capital Expenditures actually made with for such previous period: Maximum Consolidated Capital Period Expenditures ------------------------------------- -------------------- Fiscal Year, 1998 $19,000,000 Fiscal Year, 1999 $29,100,000 Fiscal Year, 2000 $39,200,000 Fiscal Year, 2001 $34,700,000 Fiscal Year, 2002 $28,700,000 Fiscal Year, 2003 $27,600,000 Fiscal Year, 2004 $26,800,000 First Fiscal Quarter, 2005 $ 6,700,000 119 ; provided, however, that the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered Maximum Consolidated Capital Expenditures Amount -------- ------- set forth above for any period shall be increased by an Authorized Officer amount (the "Incremental Acquisition Capital Expenditure Amount") equal to 5% of Company the revenues attributable to Administrative Agent on or about permitted acquisitions made pursuant to subsection 7.7(v) for the time consecutive twelve-month period immediately preceding the date of such capital contribution acquisition; provided further that with respect to the Fiscal Year in which such -------- ------- acquisition is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after Incremental Acquisition Capital Expenditure Amount shall be pro-rated for the Closing Date, only that remaining portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)Fiscal Year.
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will shall not, and will not nor shall it permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures during any period indicated below in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not an aggregate amount in excess of (1) the corresponding amount (as adjusted in accordance with the provisos hereto, the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below opposite such Fiscal Year: Fiscal Year ending December 31period, 2003 $ PLUS (2) the amount of any Consolidated Capital Expenditures made or incurred during such period in connection with the construction of one new Company production facility in the United States (PROVIDED that the amount of all Consolidated Capital Expenditures permitted by this clause (2) during the term of this Agreement shall not exceed $5,000,000 Fiscal Year ending December 31in the aggregate); PROVIDED that the Maximum Consolidated Capital Expenditures Amount for any such period shall be increased by an amount equal to the excess, 2004 $ 5,000,000 Fiscal Year ending December 31if any, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that of the Maximum Consolidated Capital Expenditures Amount for the previous period (aprior to adjustment in accordance with this proviso) if over the aggregate actual amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Yearprevious period: 105 PERIOD MAXIMUM (TWELVE MONTHS CONSOLIDATED CAPITAL ENDED) EXPENDITURES ================================ ================================= 12/31/98 $15,000,000 12/31/99 $9,000,000 12/31/00 $10,000,000 12/31/01 $11,000,000 12/31/02 $12,000,000 Thereafter $12,000,000 ================================ ================================= ;PROVIDED, without giving effect to this proviso) may be added to that the amount of such Maximum Consolidated Capital Expenditures permitted Amount for each period shall be increased upon the consummation of a Permitted Acquisition as follows:
(a) for the immediately succeeding Fiscal Year and any period during which such amount carried forward to a succeeding Fiscal Year acquisition is consummated, the Maximum Consolidated Capital Expenditures Amount shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of (Ai) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied a fraction obtained by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is dividing the number of days remaining in such Fiscal Year after the date of period (following such business acquisition and the denominator of which is 365 (or 366 in a leap year)acquisition) by 365, and (y) in the case of any full Fiscal Year, 1.
MULTIPLIED BY (ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive 1.75% of the amount actual historical revenues of the assets or business constituting such Permitted Acquisition for the most recently ended twelve-month period (the "ACQUIRED LTM REVENUE") prior to such acquisition; and
(b) for each period thereafter, the Maximum Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered Amount shall be increased by an Authorized Officer amount equal to 1.75% of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion Acquired LTM Revenue of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (assets or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)business constituting such Permitted Acquisition.
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will A. Credit Agreement Parties shall not, and will shall not permit any of its their respective Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (as adjusted in accordance with the provisos hereto, the "Maximum Consolidated Capital Expenditures Amount") set forth in the table below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 ; provided that (ai) if for the aggregate amount of Maximum Consolidated Capital Expenditures actually made set forth in the table below opposite Fiscal Year 2002 such amount shall be applicable only for the period from the Closing Date to the end of such Fiscal Year and (ii) the Maximum Consolidated Capital Expenditures Amount for any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues excess, if any, of the business acquired in such acquisition Maximum Consolidated Capital Expenditures Amount for the period of four previous Fiscal Quarters most recently ended on or prior to Years (after adjustment in accordance with this proviso) over the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the actual amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified for such previous Fiscal Years: -130- Maximum Consolidated Fiscal Year Capital Expenditures ----------- -------------------- 2002 $40,000,000 2003 $60,000,000 2004 $61,800,000 2005 $63,700,000 2006 $65,600,000 2007 $67,600,000 2008 $69,600,000
B. Notwithstanding anything in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, this subsection to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Datecontrary, only that portion so long as no Event of such Net Securities Proceeds which is not required to Default or Potential Event of Default shall have occurred and be applied as a prepayment pursuant to Section 2.4B(ii)(c) (continuing or pursuant to the First Lien Credit Agreement) shall be caused thereby, Borrowers and their respective Subsidiaries may be used for make Consolidated Capital Expenditures pursuant at any time in an aggregate amount equal to this clause the Excess Proceeds Amount at such time (iiwhich Consolidated Capital Expenditures shall not be included in any determination of Consolidated Capital Expenditures under subsections 7.8A and 7.8C).
C. Notwithstanding anything in this subsection to the contrary, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, Borrowers and their respective Subsidiaries may make Consolidated Capital Expenditures at any time in an aggregate amount not to exceed $50,000,000 in respect to the WRC Project (which Consolidated Capital Expenditures shall not be included in any determination of Consolidated Capital Expenditures under subsections 7.8A and 7.8B).
Appears in 1 contract
Samples: Credit Agreement (Dominos Inc)
Consolidated Capital Expenditures. (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite $8,000,000 in such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided plus an additional aggregate amount equal to $10,000,000 in the aggregate for all such Consolidated Capital Expenditures made after the Closing Date; PROVIDED that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”"BASE AMOUNT"), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7Article 7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made made, by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided PROVIDED that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Merger Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement2.4B(iii)(c) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make or commit to incur Consolidated Capital Expenditures, except:
(i) Company and its Restricted Subsidiaries may make Consolidated Expansion Capital Expenditures in any Fiscal Year, beginning with respect of:
(a) the Fiscal Year ending December 31, 2003, except Consolidated completion of the Bossier City Hotel Project in an aggregate amount not to exceed $45,000,000;
(b) the Biloxi Casino Expansion Project and the Coahoma Expansion Project in an aggregate amount not to exceed $90,000,000; provided that Company and its Restricted Subsidiaries shall not make -------- Expansion Capital Expenditures which do not in respect of (1) the Biloxi Casino Expansion Project in an aggregate amount in excess of $45,000,000, and (2) the Coahoma Expansion Project in an aggregate amount in excess of $70,000,000;
(c) the Biloxi Podium Expansion Project in an aggregate amount not to exceed $25,000,000;
(d) the Tunica Project in an aggregate amount not to exceed $75,000,000; and
(e) the Lake Xxxxxxx Project in an aggregate amount not to exceed $35,000,000; and
(ii) Company and its Restricted Subsidiaries may make other Expansion Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount not to exceed the corresponding amount (the "Maximum Expansion Capital Expenditures Amount") set forth below opposite such Fiscal Year: Maximum Expansion Fiscal Year ending December 31, 2003 $ 5,000,000 Capital Expenditures ----------- -------------------- Fiscal Year ending December 31, 2004 2000 $ 5,000,000 10,000,000 Fiscal Year ending December 31, 2005 2001 $ 25,000,000 Fiscal Year 2002 and each Fiscal Year thereafter $ 7,000,000 50,000,000 ; provided that that:
(a) if the aggregate amount of Consolidated no single Expansion Capital Expenditures actually made in any such Fiscal Year Expenditure permitted under this subsection 7.8(ii) shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and exceed $50,000,000;
(b) the Maximum Expansion Capital Expenditures Amount for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such after Fiscal Year (or portion) 2000 shall be increased, for each such acquisition, increased by an amount equal to the product sum of (A1) the excess, if any, of the Maximum Expansion Capital Expenditures Amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Expansion Capital Expenditures for such previous Fiscal Year (the "Expansion CapEx Carryover Amount"), plus (2) the excess, if any, of any of the ---- maximum Expansion Capital Expenditures amounts set forth in subsection 7.8(i) over the actual amounts of Expansion Capital Expenditures expended with respect to the corresponding construction and expansion projects identified in subsection 7.8(i) (the "Specified Projects Carryover Amount"; and together with the Expansion CapEx Carryover Amount, the "Total Expansion CapEx Carryover Amount"); provided, -------- however, that the Total Expansion CapEx Carryover Amount shall not ------- exceed $10,000,000 in any given Fiscal Year; and provided further that -------- ------- (x) with respect to any Specified Projects Carryover Amount, Company shall deliver to Administrative Agent an Officer's Certificate stating that the applicable construction or expansion projects have been fully completed, demonstrating the calculation of the Specified Projects Carryover Amount, such calculation to be reasonably satisfactory to Administrative Agent, and, subject to the immediately preceding proviso, requesting such Specified Projects Carryover Amount be included in the Total Expansion CapEx Carryover Amount, and (y) after Company delivers to Administrative Agent the Officer's 112 Certificate described in the immediately preceding clause (x) and determines the Specified Projects Carryover Amount for any of the projects described in subsection 7.8(i), Company may not reallocate, reapply or otherwise use such Specified Projects Carryover Amount for any of the Expansion Capital Expenditures described in subsection 7.8(i); and
(c) Company and its Restricted Subsidiaries may use not more than $5,000,000 of such other Expansion Capital Expenditures in any given Fiscal Year beginning with the Fiscal Year 2000 for purposes of covering any cost overruns with respect to the construction and expansion projects identified in subsection 7.8(i); and
(iii) Company and its Restricted Subsidiaries may make $5,000,000, and (y) the excess, if any, of the Maintenance Capital Expenditures in an aggregate Maximum Maintenance Capital Expenditures Amount amount not to exceed $20,000,000 in any Fiscal for the previous Fiscal Year (as adjusted in Year beginning in the Fiscal Year 2000 (the accordance with this proviso) over the actual "Maximum Maintenance Capital Expenditures amount of Maintenance Capital Expenditures for Amount"); provided that the Maximum Maintenance such previous Fiscal Year. Capital Expenditures Amount for any Fiscal Year after Fiscal Year 2000 shall be increased by an amount equal to the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year)5,000,000, and (y) the excess, if any, of the Maximum Maintenance Capital Expenditures Amount for the previous Fiscal Year (as adjusted in accordance with this provios) over the case actual amount of any full Maintenance Capital Expenditures for such previous Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
Appears in 1 contract
Consolidated Capital Expenditures. (i) A. Holdings and Company will shall not, and will shall not permit any of its their respective Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (as adjusted in accordance with the provisos hereto, the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year: ; provided that commencing with Fiscal Year ending December 312004, 2003 $ 5,000,000 the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year ending December 31shall be increased by an amount equal to the lesser of (x) the excess, 2004 $ 5,000,000 if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (aprior to adjustment in accordance with this proviso) if over the aggregate actual amount of Consolidated Capital Expenditures actually made for such previous Fiscal Year and (y) 50% of the Maximum Consolidated Capital Expenditures Amount (prior to adjustment in any accordance with this proviso) for such previous Fiscal Year (the amount of such increase described in this proviso being the “Carryforward” from such preceding Fiscal Year): 2002 $ 20,000,000 2003 $ 30,000,000 2004 and thereafter $ 35,000,000 ; and provided further, that the Maximum Consolidated Capital Expenditures Amount for each Fiscal Year shall be less than increased upon the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% consummation of the Base Amount acquisition of a New Business as follows:
(i) for the Fiscal Year during which such Fiscal Yearacquisition is consummated, without giving effect to this proviso) may be added to the amount of such Maximum Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year Amount shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of (Aa) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied a fraction obtained by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is dividing the number of days remaining in such Fiscal Year after (following such acquisition) by 365, multiplied by (b) 2.0% of the date actual historical revenues of the New Business for the most recently ended twelve-month period (the “Acquired LTM Revenue”) prior to such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.acquisition; and
(ii) The parties acknowledge and agree that for each Fiscal Year thereafter, the permitted Maximum Consolidated Capital Expenditure level set forth in clause (i) above Expenditures Amount shall be exclusive increased by an amount equal to 2.0% of the Acquired LTM Revenue of such New Business.
B. Notwithstanding anything in this subsection to the contrary, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, Company and its Subsidiaries may make Consolidated Capital Expenditures at any time in an aggregate amount equal to the Excess Proceeds Amount at such time (which Consolidated Capital Expenditures shall not be included in any determination of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (iiunder subsection 7.8A).
Appears in 1 contract
Samples: Credit Agreement (Sealy Corp)
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Subsidiaries to, make or commit incur Consolidated Capital Expenditures, in any Fiscal Year (or in the case of Fiscal Year 2001, the six-month period) indicated below, in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Capital Expenditures Amount") set forth below opposite such Fiscal Year (or such six- month period); provided that the Maximum Consolidated Capital Expenditures -------- Amount for any Fiscal Year shall be increased by an amount equal to make the excess, if any, (but in no event more than $3,000,000) of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (or such six-month period) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year (or such six-month period) ("Carryover Amount"); provided -------- that
(1) Consolidated Capital Expenditures in any Fiscal Year shall be applied to the yearly limit set forth below before being applied to the Carryover Amount for such Fiscal Year, beginning with and (2) any Carryover Amount which is not expended in a Fiscal Year shall not be included in calculating the Carryover Amount for any following Fiscal Year; and provided further that if any portion of Net Asset -------- ------- Sale Proceeds in respect of any Asset Sale consisting of machinery or equipment is applied to prepay the Term Loans under subsection 2.4B(iii)(a) and Company or any of its Subsidiaries makes capital expenditures in other machinery or equipment within 180 days of the date of such Asset Sale, then the amount of such capital expenditures up to the amount of such prepayment of the Term Loans shall not be included in the calculation of Consolidated Capital Expenditures for purposes of this subsection 7.8 so long as the aggregate amount of all such capital expenditures that are not so included in the calculation of Consolidated Capital Expenditures shall not exceed $3,000,000 over the term of this Agreement: Maximum Consolidated Period Capital Expenditures ------ -------------------- Six-Month Period ending December 31, 2001 $10,000,000 Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite such Fiscal Year: 2002 and each $12,000,000 Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).thereafter
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 ; provided that (a) if the aggregate amount of Maximum Consolidated Capital Expenditures actually made in Amount for any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to increased by an amount equal to 50125% of the Base Amount capital expenditures made in the most recent twelve month period for such Fiscal Yearwhich financial results are available by a Person acquired pursuant to a Permitted Acquisition; provided, without giving effect to this proviso) may be added to further, that the amount of such Maximum Consolidated Capital Expenditures permitted Amount for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, further increased by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues excess, if any, of the business acquired in such acquisition Maximum Consolidated Capital Expenditures Amount for the period of four previous two Fiscal Quarters most recently ended on or prior to Years over the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the actual amount of Consolidated Capital Expenditures actually made for such previous two Fiscal Years (excluding any period prior to Fiscal Year 2011), with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified Consolidated Capital Expenditures in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required year to be applied as a prepayment pursuant first to Section 2.4B(ii)(c) (or pursuant such unused amount from the Fiscal Year which commenced at least two years prior to the First Lien Credit Agreement) may be used for current year (but no earlier than Fiscal Year 2011), and second to such unused amount from the Fiscal Year most recently completed (provided that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous Fiscal Years (after any such adjustments, in accordance with this proviso) and in no event shall the unused amount in any Fiscal Year be carried forward for more than two Fiscal Years). The foregoing limitations shall not restrict Consolidated Capital Expenditures funded with Net Securities Proceeds. 2011 $ 13,000,000 2012 $ 15,500,000 2013 $ 14,000,000 2014 $ 14,000,000 2015 $ 14,500,000 2016 $ 14,500,000 2017 $ 15,000,000
(ii) In addition to the Consolidated Capital Expenditures permitted pursuant to subsection 7.8(i), Company and its Restricted Subsidiaries may make additional Consolidated Capital Expenditures at any time in an amount not to exceed the portion of the following amounts that Company elects to apply to this clause subsection 7.8(ii): (iia) the then available Annual Basket Amount; provided that at the time of any such Consolidated Capital Expenditure using the Annual Basket Amount Net Revolver Usage does not exceed $25,000,000, plus (b) Available Basket Amount, plus (c) the then available Available Equity Amount; provided that at the time any Consolidated Capital Expenditures is made under this subsection 7.8(ii), no Potential Event of Default or Event of Default shall have occurred and be continuing and Company and its Restricted Subsidiaries shall be in Pro Forma Compliance.
Appears in 1 contract
Samples: Credit Agreement (United Online Inc)
Consolidated Capital Expenditures. (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite $8,000,000 in such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided PLUS an additional aggregate amount equal to $10,000,000 in the aggregate for all such Consolidated Capital Expenditures made after the Closing Date; PROVIDED that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”"BASE AMOUNT"), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7Article 7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made made, by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided PROVIDED that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Merger Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement2.4B(iii)(c) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
Appears in 1 contract
Samples: Increased Commitments Agreement (Decrane Holdings Co)
Consolidated Capital Expenditures. (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003year, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite $8,000,000 in such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided PLUS an additional aggregate amount equal to $10,000,000 over the term of this Agreement; PROVIDED that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”"BASE AMOUNT"), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7Article 7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made made, by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided PROVIDED that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Merger Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement2.4B(iii)(c) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
Appears in 1 contract
Consolidated Capital Expenditures. (ia) Company Holdings will not, and will not permit any of its Subsidiaries to, make or commit to incur Consolidated Capital Expenditures, except that (i) during the period from the Effective Date through and including March 31, 2003, the Borrower and its Subsidiaries may make Consolidated Capital Expenditures in any Fiscal Year, beginning with so long as the Fiscal Year ending December 31, 2003, except aggregate amount of all such Consolidated Capital Expenditures which do does not exceed $17,000,000, and (ii) during any fiscal -56- year of Holdings set forth below, the Borrower and its Subsidiaries may make Consolidated Capital Expenditures so long as the aggregate amount of all such Consolidated Capital Expenditures does not exceed in excess any fiscal year of Holdings set forth below the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31fiscal year below:
(b) In addition to the foregoing, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided in the event that (a) if the aggregate amount of Consolidated Capital Expenditures actually permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in any such Fiscal Year shall be less than fiscal year of Holdings (or during the limit with respect thereto period set forth above in clause (a)(i) above) (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in amount pursuant to this clause (ib)) above shall be exclusive of is greater than the amount of Consolidated Capital Expenditures actually made with by the proceeds of a cash capital contribution Borrower and its Subsidiaries during such fiscal year (or such period, as the case may be), such excess may be carried forward and utilized to Company (including make Consolidated Capital Expenditures in the proceeds of issuance of equity securities) made by Parent from immediately succeeding fiscal year, PROVIDED that in no event shall the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required amount permitted to be applied as a prepayment carried over pursuant to this Section 2.4B(ii)(c8.05(b) (or exceed $5,000,000 in any fiscal year and no amounts once carried forward pursuant to the First Lien Credit Agreementthis Section 8.05(b) may be used for Consolidated Capital Expenditures pursuant carried forward to this clause (ii)any fiscal year of Holdings thereafter.
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures in an aggregate amount in excess of (a) $68,860,710 for the Fiscal Year ending on the Saturday closest to January 31 in 2003, (b) $85,000,000 for the Fiscal Year ending on the Saturday closest to January 31 in 2004, (c) $100,000,000 for the Fiscal Year ending on the Saturday closest to January 31 in 2005 and (d) $110,000,000 for each Fiscal Year thereafter (such amount, for each Fiscal Year, the "Maximum Expenditure Amount"), provided that the Maximum Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending December 31in 2004, 2003shall be increased by an amount equal to the excess, except Consolidated Capital Expenditures which do not aggregate in excess if any, of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that Maximum Expenditure Amount for the previous year (awithout giving effect to any previous adjustment made in accordance with this proviso) if over the aggregate actual amount of Consolidated Capital Expenditures actually made for such previous Fiscal Year, but in any no event shall such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50exceed 10% of the Base Maximum Expenditure Amount for such previous Fiscal Year, without giving effect provided, further that notwithstanding the limitations set forth in clauses (a) through (d) herein, Company may make or incur additional Consolidated Capital Expenditures from and after the date of the Third Amendment in an aggregate amount not to exceed $15 million for the purpose of purchasing the land and improvements comprising Company's corporate headquarters (or a portion thereof) and provided further that for purposes of determining compliance with this provisocovenant, any Consolidated Capital Expenditures made by Company or any of its Subsidiaries in connection with the acquisition and improvement of real property during any period shall be deemed to be decreased by the net proceeds (consisting of Cash payments received from the sale net of any direct sales costs incurred in connection with the sale) may be added to of any sale-leaseback transaction covering such real property and improvements (not exceeding the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section Expenditures) consummated in such succeeding Fiscal Year, without giving effect to such carryforward and accordance with clause (b2) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired first proviso of Section 7.9 in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of in which such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which sale-leaseback transaction is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1consummated."
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive D. Subsection 7.9 of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of Credit Agreement is hereby amended and restated in its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied entirety as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).follows:
Appears in 1 contract
Consolidated Capital Expenditures. The sum of (ia) Company Consolidated Capital Expenditures for any fiscal year less (b) the amount of payments of tenant incentives actually received by the Borrower and its subsidiaries during such fiscal year, shall be less than or equal to the amounts set forth in the table below opposite such fiscal year; provided that the maximum amount of Consolidated Capital Expenditures permitted in each fiscal year shall be increased by one hundred (100%) of the unused Consolidated 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 further, however, that to the extent that less than seventy percent (70%) of the permitted Consolidated Capital Expenditures for any fiscal year is utilized, the Borrower shall only be permitted to carry forward to the following fiscal year fifty percent (50%) of such unused Consolidated Capital Expenditures from such immediately preceding fiscal year (calculated without reference to any amounts carried forward from prior years pursuant to this proviso): Fiscal Year Amount Fiscal Year 2006 $24,200,000 Fiscal Year 2007 $22,300,000 Fiscal Year 2008 $28,900,000 Fiscal Year 2009 $28,900,000 Fiscal Year 2010 $23,500,000 Fiscal Year 2011 and thereafter $23,600,000 Notwithstanding the foregoing, the Borrower will not, not (and will not permit any of its Subsidiaries to, make or ) commit to make Consolidated Capital Expenditures open any new Restaurants (including without limitation entering into any lease, purchase agreement, construction contract or other agreement or arrangement relating to the lease, acquisition, build-out or refurbishment of any property in any Fiscal Year, beginning connection with the Fiscal Year ending December 31opening or anticipated opened of a new Restaurant (other than leases which are subject to a binding written commitment)) if at such time, 2003, except the Consolidated Capital Expenditures which do not aggregate in excess Total Leverage Ratio as at the end of the corresponding amount most recently ended fiscal quarter for which the Borrower has delivered the required financial statements pursuant to Section 5.1(b) and a compliance certificate pursuant to Section 5.2(b) exceeds the Incurrence Ratio, or if any Default or Event of Default then exists or would result therefrom; provided, however, that if any time the Consolidated Total Leverage Ratio as at the end of the most recently ended fiscal quarter for which the Borrower has delivered the required financial statements pursuant to Section 5.1(b) and a compliance certificate pursuant to Section 5.2(b) exceeds the Incurrence Ratio, the Borrower shall use commercially reasonable efforts to minimize Consolidated Growth Capital Expenditures. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth below opposite such Fiscal Year: Fiscal Year ending December 31in this Section 5.9 (including, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if without limitation for the aggregate amount purposes of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto definition of “Pro Forma Basis” set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”in Section 1.1), then the amount (i) after consummation of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Yearany Permitted Acquisition, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) income statement items and other balance sheet items (whether positive or negative) attributable to the lesser of (x) $5,000,000 and (y) 4% of revenues of the business Target acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior transaction shall be included in such calculations to the date of extent relating to such business acquisition multiplied by applicable period, subject to adjustments mutually acceptable to the Borrower and the Required Purchasers, and (B) (x) in the case Indebtedness of any partial Fiscal Year, a fraction, the numerator of Target which is retired in connection with the number Acquisition or any Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of days remaining in such Fiscal Year after the date first day of such business acquisition applicable period and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge after any asset disposition permitted by Section 6.4(a)(vi), (A) income statement items, cash flow statement items and agree that other balance sheet items (whether positive or negative) attributable to the permitted Consolidated Capital Expenditure level set forth in clause (i) above property or assets disposed of shall be exclusive of excluded in such calculations to the amount of Consolidated Capital Expenditures actually made extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent (after consultation with the Purchasers) and (B) Indebtedness that is repaid with the proceeds of a cash capital contribution such asset disposition shall be excluded from such calculations and deemed to Company (including have been repaid as of the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion first day of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)applicable period.
Appears in 1 contract
Samples: Note Purchase Agreement (Bravo Brio Restaurant Group, Inc.)
Consolidated Capital Expenditures. (i) Company will A. Credit Agreement Parties shall not, and will shall not permit any of its their respective Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (as adjusted in accordance with the provisos hereto, the "Maximum Consolidated Capital Expenditures Amount") set forth below opposite such Fiscal Year: ; provided that the Maximum Consolidated Capital Expenditures -------- Amount for any Fiscal Year ending December 31shall be increased by an amount equal to the lesser of (x) the excess, 2003 $ 5,000,000 if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (aprior to adjustment in accordance with this proviso) if over the aggregate actual amount of Consolidated Capital Expenditures actually made for such previous Fiscal Year and (y) 50% of the Maximum Consolidated Capital Expenditures Amount (prior to adjustment in any accordance with this proviso) for such previous Fiscal Year (the amount of such increase described in this proviso being the "Carryforward" from such preceding Fiscal Year): Fiscal Year Maximum Consolidated ----------- Capital Expenditures -------------------- 1999 $40,500,000 2000 $45,400,000 2001 $45,800,000 2002 $39,000,000 2003 $37,300,000 2004 $38,500,000 2005 $39,750,000 2006 $41,000,000 2007 $42,325,000 ; and provided further, that the Maximum Consolidated Capital Expenditures -------- ------- Amount for each Fiscal Year shall be less than increased upon the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% consummation of the Base Amount acquisition of a New Business as follows:
(i) for the Fiscal Year during which such Fiscal Yearacquisition is consummated, without giving effect to this proviso) may be added to the amount of such Maximum Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year Amount shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of (Aa) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied a fraction obtained by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is dividing the number of days remaining in such Fiscal Year after (following such acquisition) by 365, multiplied by (b) 4.0% of the date actual historical revenues of the New ------------- Business for the most recently ended twelve-month period (the "Acquired LTM Revenue") prior to such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.acquisition; and
(ii) The parties acknowledge and agree that for each Fiscal Year thereafter, the permitted Maximum Consolidated Capital Expenditure level set forth in clause (i) above Expenditures Amount shall be exclusive increased by an amount equal to 4.0% of the Acquired LTM Revenue of such New Business.
B. Notwithstanding anything in this subsection to the contrary, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, Borrowers and their respective Subsidiaries may make Consolidated Capital Expenditures at any time in an aggregate amount equal to the Excess Proceeds Amount at such time (which Consolidated Capital Expenditures shall not be included in any determination of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (iiunder subsection 7.8A).
Appears in 1 contract
Samples: Credit Agreement (Dominos Pizza Government Services Division Inc)
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit Holdings or any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures in an aggregate amount in excess of (a) $121,000,000 for the Fiscal Year ended on January 29, 2005, (b) $150,000,000 for the Fiscal Year ending on January 28, 2006, (c) $161,000,000 for the Fiscal Year ending on February 3, 2007, (d) $172,000,000 for the Fiscal Year ending on February 2, 2008, (e) $183,000,000 for the Fiscal Year ending on January 31, 2009 and (f) $194,000,000 for the Fiscal Year ending on January 30, 2010 (such amount, for each Fiscal Year, the “Maximum Expenditure Amount”); provided that the Maximum Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending December 31on February 3, 20032007, except Consolidated Capital Expenditures which do not aggregate in excess shall be increased by an amount equal to the excess, if any, of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that Maximum Expenditure Amount for the previous year (awithout giving effect to any previous adjustment made in accordance with this proviso) if over the aggregate actual amount of Consolidated Capital Expenditures actually made for such previous Fiscal Year, but in any no event shall such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50exceed 10% of the Base Maximum Expenditure Amount for such previous Fiscal Year, without giving effect provided, further that notwithstanding the limitations set forth in clauses (a) through (f) herein, Company may make or incur additional Consolidated Capital Expenditures in an aggregate amount not to exceed $40 million for the purpose of purchasing the land and improvements comprising Company’s corporate headquarters (or a portion thereof) and provided further that for purposes of determining compliance with this provisocovenant, any Consolidated Capital Expenditures made by Holdings or any of its Subsidiaries in connection with the acquisition and improvement of real property during any period shall be deemed to be decreased by the net proceeds (consisting of Cash payments received from the sale net of any direct sales costs incurred in connection with the sale) may be added to of any sale-leaseback transaction covering such real property and improvements (not exceeding the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section Expenditures) consummated in such succeeding Fiscal Year, without giving effect to such carryforward and accordance with clause (b2) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired first proviso of Section 7.9 in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of in which such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which sale-leaseback transaction is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1consummated.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).”
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in for any Fiscal Year, beginning with four consecutive fiscal quarters shall not exceed an amount equal to Consolidated Operating Cash Flow for such four fiscal quarters minus the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess sum of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if the aggregate amount of Restricted Payments declared or made during such four fiscal quarters (excluding the amount, if any, up to $10,000,000 prior to the Termination Date, of Restricted Payments used to purchase, redeem, retire or acquire any shares of the Company's capital stock), (b) the aggregate net amount of Restricted Investments made or acquired during such four fiscal quarters and (c) mandatory principal payments of Debt made during such four fiscal quarters (the BASE AMOUNT); provided that:
(i) the Base Amount for any four fiscal quarters may at the option of the Company be increased by an amount not to exceed the Available Basket Amount for such four fiscal quarters, to the extent necessary in order to permit the undertaking of one or more capital projects (the Base Amount for any four fiscal quarters, together with the Available Basket Amount (if applicable) for such four fiscal quarters, the "PERMITTED AMOUNT" for such four fiscal quarters); and
(ii) to the extent that Consolidated Capital Expenditures actually made in for any such Fiscal Year shall be four fiscal quarters are less than the limit Permitted Amount for such four fiscal quarters, the difference may be carried forward for the next succeeding four fiscal quarters; provided that such difference may be used in such succeeding four fiscal quarters solely for capital expenditures for established projects with respect thereto set forth above (before giving effect to which capital expenditures have been incurred in the preceding four fiscal quarters. For purposes of this Section, AVAILABLE BASKET AMOUNT for any increase therein pursuant to four consecutive fiscal quarters, commencing on the date of this proviso) (the “Base Amount”), then the amount of such shortfall (up to Agreement means an amount equal to 50% (x) $25,000,000 plus (y) an amount equal to the net cash proceeds of Permitted Asset Sales which have been consummated subsequent to the Base Amount for such Fiscal Yeardate hereof, without giving effect but only as to this proviso) may any particular Permitted Asset Sale if substantially contemporaneously therewith the Company shall have requested and the Required Banks shall have agreed in writing that the net cash proceeds thereof be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (x) of this definition minus (y) the aggregate amount by which the Company has elected to increase the Base Amount in all preceding fiscal quarters pursuant to clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)Section.
Appears in 1 contract
Samples: Loan Agreement (Holly Corp)
Consolidated Capital Expenditures. Company and its Subsidiaries shall not permit the sum of (i) Company will notConsolidated Capital Expenditures plus (ii) an amount equal to 75% of the Alarm Installation Costs which are sold in such fiscal year in connection with the Alarm Services Contract Securitization Facility permitted pursuant to subsection 6.1(viii) plus (iii) an amount equal to 100% of the Alarm Installation Costs originated in such fiscal year which are treated as sales-type leases which are not sold in connection with such Receivables Facility to exceed in any fiscal year the amount set forth below for such fiscal year (the "CAPITAL EXPENDITURE AMOUNT"): FISCAL YEAR ENDED CAPITAL EXPENDITURE AMOUNT ----------------- -------------------------- December 31, 1995 $55,000,000 December 31, 1996 and thereafter 60,000,000 ; provided that for fiscal years commencing on and after January 1, 1996, if the Company's Interest Coverage Ratio for such fiscal year is not less than 3.00 to 1.00 and the ratio of Company's Funded Debt to Consolidated EBITDA for such fiscal year is not greater than 2.60 to 1.00, in each case as of December 31, 1995, or as of the last day of any fiscal year thereafter, the Capital Expenditure Amount for the immediately succeeding fiscal year, and will for each fiscal year thereafter, shall be increased to $75,000,000; provided that if any portion of the Capital Expenditure Amount for any fiscal year (the "REFERENCE PERIOD") has not permit any been incurred within such Reference Period (the unutilized portion of such Capital Expenditure Amount being referred to as the "UNUTILIZED AMOUNT"), Company and its Subsidiaries tomay, in the fiscal year immediately following the Reference Period, make or commit to make additional Consolidated Capital Expenditures in an amount not to exceed the lesser of (i) the Unutilized Amount and (ii) 25% of the Capital Expenditure Amount in respect of the Reference Period. In determining any Fiscal Yearamount pursuant to the foregoing clauses (i) or (ii) permitted to be carried forward as Consolidated Capital Expenditures to be made in a succeeding fiscal year, beginning with such amount shall be determined solely on the Fiscal Year basis of the permitted Capital Expenditure Amount for that Reference Period and shall not include any Unutilized Amount from any prior period. Notwithstanding the foregoing, in no event shall the Capital Expenditure Amount for the fiscal year ending December 31, 20031995, except Consolidated Capital Expenditures which do not aggregate in excess of be increased by any Unutilized Amount from the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year fiscal year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 11994.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite $8,000,000 in such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided PLUS an additional aggregate amount equal to $10,000,000 in the aggregate for all such Consolidated Capital Expenditures made after the Closing Date; PROVIDED that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”"BASE AMOUNT"), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7Article 7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition Business Acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition Business Acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.. 109
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made made, by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided PROVIDED that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Merger Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement2.4B(iii)(c) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 ; provided that (a) if the aggregate amount of Maximum Consolidated Capital Expenditures actually made in Amount for any such Fiscal Year shall be less increased by an amount up to, but in no event greater than (i) the limit with respect thereto lesser of (A) the unused portion of the Maximum Consolidated Capital Expenditures Amount for the immediately preceding Fiscal Year as set forth above in the table below for each Fiscal Year and (before giving effect to any increase therein pursuant to this provisoB) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 5030% of the Base Maximum Consolidated Capital Expenditures Amount for such immediately preceding Fiscal Year; (ii) 30% of the Maximum Consolidated Capital Expenditures Amount for the immediately following Fiscal Year, as set forth in the table below, which amount described in this clause (ii) shall reduce the Maximum Consolidated Capital Expenditures Amount for the immediately following Fiscal Year; (iii) the aggregate amount (but in no event greater than $30,000,000 for any Fiscal Year) of Net Asset Sale Proceeds (other than insurance proceeds, condemnation awards and indemnity payments) received by Company and its Subsidiaries during such Fiscal Year to the extent such proceeds have been reinvested in new stores or the construction or remodeling of stores of Company and its Subsidiaries within 270 days of receipt in accordance with subsection 2.4B(iii)(a)(i); and (iv) for the Fiscal Year 1997 only, $19,000,000; provided, however that the amount which may be added to the Maximum Consolidated Capital Expenditures Amount pursuant to clauses (i) and (ii) of the immediately preceding proviso shall not exceed 30% of the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding : MAXIMUM CONSOLIDATED FISCAL YEAR CAPITAL EXPENDITURES Fiscal Year and any such amount carried forward to a succeeding 1997 $75,000,000 Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any 1998 65,000,000 Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such 1999 70,000,000 Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such 2000 70,000,000 Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year)2001 70,000,000 Fiscal Year 2002 75,000,000 Fiscal Year 2003 80,000,000 Fiscal Year 2004 85,000,000 January 2, and (y) in the case of any full Fiscal Year2005 to May 1, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).2005 45,000,000
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will Each Borrower shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal Yearperiod indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Capital Expenditures Amount") set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 period; provided that (a) if the aggregate amount of Maximum Consolidated Capital Expenditures actually made in Amount for -------- any such Fiscal Year period shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of excess (A) the lesser of "Carry Forward Amount"), if any, (x) $5,000,000 and (y) 4provided however, that in no event shall the Carry -------- Forward Amount exceed 10% of revenues the Maximum Consolidated Capital Expenditures Amount for such previous period) of the business acquired in such acquisition Maximum Consolidated Capital Expenditures Amount for the previous period of four Fiscal Quarters most recently ended on or prior to over the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the actual amount of Consolidated Capital Expenditures actually made with for such previous period: Maximum Consolidated Period Capital Expenditures ----------------- -------------------- Fiscal Year, 1998 $19,000,000 Fiscal Year, 1999 $29,100,000 Fiscal Year, 2000 $21,200,000 Fiscal Year, 2001 $21,100,000 Fiscal Year, 2002 $17,400,000 Fiscal Year, 2003 (through 2nd Fiscal Quarter) $ 8,750,000 ; provided, however, that the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered Maximum Consolidated Capital Expenditures Amount -------- ------- set forth above for any period shall be increased by an Authorized Officer amount (the "Incremental Acquisition Capital Expenditure Amount") equal to 5% of Company the revenues attributable to Administrative Agent on or about permitted acquisitions made pursuant to subsection 7.7(v) for the time consecutive twelve-month period immediately preceding the date of such capital contribution acquisition; provided further that with respect to the Fiscal Year in which such -------- ------- acquisition is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after Incremental Acquisition Capital Expenditure Amount shall be pro-rated for the Closing Date, only that remaining portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)Fiscal Year.
Appears in 1 contract
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year: ; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year ending December 31shall be increased by an amount equal to the excess, 2003 $ 5,000,000 if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year ending December 31, 2004 (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year: 2005 $ 5,000,000 Fiscal Year ending December 31, 2005 6,000,000 2006 $ 15,000,000 2007 $ 9,000,000 2008 and each Fiscal Year thereafter $ 7,000,000 8,000,000 ; provided that (ai) if after any Permitted Acquisition, the aggregate amount of Maximum Consolidated Capital Expenditures actually made Amount otherwise permitted in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product of (A) the lesser of (x1) $5,000,000 and (y) 4% .05 times an amount equal to one-third of revenues the aggregate revenue of the business acquired in such acquisition Permitted Acquisition for the 36-month period of four Fiscal Quarters most recently ended on or immediately prior to the date closing of the Permitted Acquisition and (2) one-third of the aggregate capital expenditures of the business acquired in such Permitted Acquisition for the 36-month period most recently ended immediately prior to the closing of the Permitted Acquisition; all such calculations being made on a Pro Forma Basis, giving effect to any acquisitions or dispositions affecting such business during such period in a manner reasonably acceptable to Administrative Agent, such calculations to be set forth on the Compliance Certificate delivered with respect to the first Fiscal Quarter ending after the consummation of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year)Permitted Acquisition, and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of any Consolidated Capital Expenditures actually made with constituting a Permitted Acquisition shall not be included in the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)foregoing limitations.
Appears in 1 contract
Samples: Credit Agreement (Panolam Industries International Inc)
Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any Fiscal YearYear indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year: ; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year ending December 31, 2003 $ 5,000,000 shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year ending December 31from the issuance of any Capital Stock of Company or any of its Subsidiaries, 2004 $ 5,000,000 but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year ending December 31in excess of $12,500,000, 2005 an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and each Fiscal Year thereafter $ 7,000,000 provided that (aiii) if the aggregate actual amount of Consolidated Capital Expenditures actually made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to clause (i) or (ii) of this proviso) (the “Base Amount”), then the an amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added carried forward to succeeding Fiscal Years by adding it to the amount of such Maximum Consolidated Capital Expenditures permitted Amount for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such next succeeding Fiscal Year, without giving effect to such carryforward : 2010 $ 150,000,000 2011 and (b) for any each Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).thereafter $ 200,000,000
Appears in 1 contract
Samples: Credit Agreement (Hexcel Corp /De/)
Consolidated Capital Expenditures. (i) Company will Borrowers shall not, and will shall not permit any of its their Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures Expenditures, in any four Fiscal YearQuarter period indicated below, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Capital Expenditures Amount") set forth below opposite such four Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 Quarter period; provided that (a) if the aggregate amount of Maximum Consolidated Capital Expenditures actually made in Amount for any such four Fiscal Year Quarters shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, increased by an amount equal to the product excess, if any, of (A) the lesser Maximum Consolidated Capital Expenditures Amount for the previous four Fiscal Quarter period over the actual amount of Consolidated Capital Expenditures for such previous four Fiscal Quarter period: Maximum Four Fiscal Consolidated Capital Quarter Expenditures Amount ==================================== ==================== Fiscal Quarter ending December 31, $15,000,000 1999, Fiscal Quarter ending March 31, 2000, Fiscal Quarter ending June 30, 2000 and Fiscal Quarter ending September 30, 2000 Fiscal Quarter ending December 31, $25,000,000 2000, Fiscal Quarter ending March 31, 2001 and Fiscal Quarter ending June 30, 2001 Fiscal Quarter ending September 30, $33,000,000 2001, Fiscal Quarter ending December 31, 2001, Fiscal Quarter ending March 31, 2002, Fiscal Quarter ending June 30, 2002, Fiscal Quarter ending September 30, 2002, Fiscal Quarter ending December 31, 2002, Fiscal Quarter ending March 31, 2003 and Fiscal Quarter ending June 30, 2003 ;provided further (x) that the aggregate amount of construction costs expended by Borrowers on the Guggenheim Project shall not exceed $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year)38,000,000, and (y) in the case aggregate amount of any full Fiscal Year, 1.
construction costs expended by Borrowers on the construction of the Phase I-A Tower and expansion of the parking garage described under clause (ii) The of the definition of Phase I-A Tower (excluding any costs associated with the construction of the HVAC Component incurred pursuant any HVAC Services Agreements) shall not exceed $30,000,000; provided, however, that upon the execution by all parties acknowledge thereto of the Lido Facility Agreement, the HVAC Services Agreement (as it relates to the Phase I-A Tower) and agree that the permitted Consolidated Capital Expenditure level set forth Fourth Amendment to Term Loan Agreement and Security Agreement and with the consent of Lenders having or holding at least 66 2/3% of the sum of the aggregate Loans and unused Commitment of all Lenders, such amount described in clause (iy) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution increased to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii)$250,000,000.
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Consolidated Capital Expenditures. (i) Company will shall not, and will shall not permit Holdings or any of its Subsidiaries to, make or commit to make incur Consolidated Capital Expenditures in an aggregate amount in excess of (a) $110,000,000 for the Fiscal Year ending on January 29, 2005, (b) $135,000,000 for the Fiscal Year ending on January 28, 2006, (c) $145,000,000 for the Fiscal Year ending on February 3, 2007, (d) $155,000,000 for the Fiscal Year ending on February 2, 2008, (e) $165,000,000, for the Fiscal Year ending on January 31, 2009 and (f) $175,000,000 for the Fiscal Year ending on January 30, 2010 (such amount, for each Fiscal Year, the “Maximum Expenditure Amount”); provided that the Maximum Expenditure Amount for any Fiscal Year, beginning with the Fiscal Year ending December 31on February 3, 20032007, except Consolidated Capital Expenditures which do not aggregate in excess shall be increased by an amount equal to the excess, if any, of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that Maximum Expenditure Amount for the previous year (awithout giving effect to any previous adjustment made in accordance with this proviso) if over the aggregate actual amount of Consolidated Capital Expenditures actually made for such previous Fiscal Year, but in any no event shall such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50exceed 10% of the Base Maximum Expenditure Amount for such previous Fiscal Year, without giving effect provided, further that notwithstanding the limitations set forth in clauses (a) through (f) herein, Company may make or incur additional Consolidated Capital Expenditures in an aggregate amount not to exceed $40 million for the purpose of purchasing the land and improvements comprising Company’s corporate headquarters (or a portion thereof) and provided further that for purposes of determining compliance with this provisocovenant, any Consolidated Capital Expenditures made by Holdings or any of its Subsidiaries in connection with the acquisition and improvement of real property during any period shall be deemed to be decreased by the net proceeds (consisting of Cash payments received from the sale net of any direct sales costs incurred in connection with the sale) may be added to of any sale-leaseback transaction covering such real property and improvements (not exceeding the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section Expenditures) consummated in such succeeding Fiscal Year, without giving effect to such carryforward and accordance with clause (b2) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired first proviso of Section 7.9 in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of in which such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which sale-leaseback transaction is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1consummated.
(ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
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