Growth Capital Expenditures. The Borrower shall not make, or become legally obligated to make for each fiscal year, Growth Capital Expenditures costing in excess of two million dollars ($2,000,000) in the aggregate during any such fiscal year, unless the Borrower shall have had at least a trailing 12 month average of $2,000,000 in cash in deposits with the Lender at the time of the making of any such Growth Capital Expenditure.
Growth Capital Expenditures. Section 11.5.2 of the Credit Agreement is hereby amended by deleting Section 11.5.2 in its entirety and substituting the following in lieu thereof:
Growth Capital Expenditures. The Borrowers will not make, and will not permit any of their Subsidiaries to make, aggregate Growth Capital Expenditures or construct, acquire or open new Restaurants during any fiscal year that exceed the amounts and numbers set forth in the table below opposite such fiscal year; provided that (i) the maximum amount of Growth Capital Expenditures permitted in each fiscal year shall be increased by one hundred (100%) of the unused Growth Capital Expenditures from the immediately preceding fiscal year (calculated without reference to any amounts carried forward to such preceding year from any earlier year pursuant to this proviso); provided, however, that to the extent that less than seventy percent (70%) of the permitted Gross Capital Expenditures for any fiscal year is utilized, the Borrowers shall only be permitted to carry forward to the following fiscal year seventy–five percent (75%) of such unused Growth Capital Expenditures from such immediately preceding fiscal year (calculated without reference to any amounts carried forward from prior years pursuant to this proviso) and (ii) in the event that the Borrowers do not carry forward any of a prior year’s Growth Capital Expenditures basket, the Borrowers may increase such current fiscal year’s Growth Capital Expenditure basket by up to $1,500,000 in order to expedite completion of one or more restaurants in such fiscal year, so long as the next fiscal year’s Growth Capital Expenditure basket is reduced by the equivalent amount of such increase: Period Maximum Growth Capital Expenditures Fiscal year 2003 $ 15,000,000 Fiscal year 2004 $ 17,000,000 Fiscal year 2005 $ 19,000,000 Fiscal year 2006 $ 23,000,000 Fiscal year 2007 $ 23,000,000 Notwithstanding the foregoing, the Borrowers will not commit to open any new Restaurants (including without limitation entering into any lease, purchase agreement, construction contract or other agreement or arrangement relating to the acquisition, build-out or refurbishment of any property in connection with the opening or anticipated opened of a new Restaurant), or make Growth Capital Expenditures a Borrower was not previously committed to make, at any time during which a Default or Event of Default is continuing or when the Leverage Ratio as at the end of the most recently ended Reference Period for which the Borrowers have delivered a Compliance Certificate exceeds the Incurrence Ratio. For purposes of testing quarterly compliance with this §11.4, the Borrowers shall a...
Growth Capital Expenditures. (a) Permit the aggregate amount of all Growth Capital Expenditures in (i) Fiscal Year 2017 to exceed $11,000,000 in such Fiscal Year, (ii) Fiscal Year 2018 to exceed $25,000,000 in such Fiscal Year and (iii) Fiscal Year 2019 to exceed $25,000,000 in such Fiscal Year. Notwithstanding the foregoing, beginning with Fiscal Year ending December 31, 2017 (for which unused amounts from Fiscal Year ending December 31, 2016 may not be carried forward) 50% of any portion of any amount set forth above, if not expended in the Fiscal Year for which it is permitted above, may be carried over for expenditure in the next following Fiscal Year; provided that, if any such amount is so carried over, (a) it will be deemed used in the applicable subsequent Fiscal Year and (b) it may not be carried over to another subsequent Fiscal Year.
Growth Capital Expenditures. (i) As of any date on which the most recently ended Measurement Period permits the Consolidated Total Lease Adjusted Leverage Ratio pursuant to Section 7.11(a) to be greater than or equal to 4.50 to 1.00, enter into, commit to enter into or otherwise be bound by any new lease agreements (or similar agreement, including but not limited to, agreements to acquire any fee sites) and (ii) as of any date on which the most recently ended Measurement Period requires the Consolidated Total Lease Adjusted Leverage Ratio pursuant to Section 7.11(a) to be less than 4.50 to 1.00 enter into, commit to enter into or otherwise be bound by more than two (2) new lease agreements (or similar agreement, including but not limited to, agreements to acquire any fee sites), if the Consolidated Total Lease Adjusted Leverage Ratio (calculated on a pro forma basis) as of the time a Loan Party enters into, commits to enter into, or is otherwise bound by such new lease agreement is not at least twenty-five (25) basis points lower than the covenant level required pursuant to Section 7.11(a) for the most recently ended Measurement Period (the time periods identified in the foregoing clauses (i) and (ii), collectively, the “Restricted Lease Period”). The foregoing Consolidated Total Lease Adjusted Leverage Ratio restriction shall not apply to the extent the Consolidated Total Lease Adjusted Leverage Ratio required pursuant to Section 7.11(a) for the most recently ended Measurement Period is 4.00 to 1.00 or less. For the avoidance of doubt, the foregoing restrictions shall not apply to any lease agreements (or similar agreements, including but not limited to, agreements to acquire any fee sites) entered into or existing prior to the First Amendment Effective Date (including extensions, renewals or other modifications to such lease agreements). Borrower shall promptly notify Administrative Agent upon Borrower or its Subsidiaries entering into any new lease agreements during the Restricted Lease Period.
Growth Capital Expenditures. As of the First Amendment Effective Date and thereafter, enter into, commit to enter into or otherwise be bound by more than two (2) new lease agreements (or similar agreement, including but not limited to, agreements to acquire any fee sites), if the Consolidated Total Lease Adjusted Leverage Ratio (calculated on a pro forma basis) as of the time a Loan Party enters into, commits to enter into, or is otherwise bound by such new lease agreement is not at least twenty-five (25) basis points lower than the covenant level required pursuant to Section 7.11(a) for the most recently ended Measurement Period (such period, the “Restricted Lease Period”). The foregoing Consolidated Total Lease Adjusted Leverage Ratio restriction shall not apply to the extent the Consolidated Total Lease Adjusted Leverage Ratio required pursuant to Section 7.11(a) for the most recently ended Measurement Period is 4.00 to 1.00 or less. For the avoidance of doubt, the foregoing restrictions shall not apply to any lease agreements (or similar agreements, including but not limited to, agreements to acquire any fee sites) entered into or existing prior to the First Amendment Effective Date (including extensions, renewals or other modifications to such lease agreements). Borrower shall promptly notify Administrative Agent upon Borrower or its Subsidiaries entering into any new lease agreements during the Restricted Lease Period.
Growth Capital Expenditures. From and after December 30, 2007, the Borrowers will not make, and will not permit any of their Subsidiaries to make, aggregate Growth Capital Expenditures during any fiscal year that exceed the amounts set forth in the table below opposite such fiscal year, provided that notwithstanding the foregoing maximum amounts, commencing with the Borrowers’ 2009 fiscal year, the maximum amount of Growth Capital Expenditures permitted in each fiscal year shall be increased by the lesser of (x) twenty five percent (25%) of the maximum amount of Growth Capital Expenditure for the immediately preceding fiscal year (calculated without giving effect to carryover pursuant to this proviso from any preceding fiscal year), and (y) one hundred percent (100%) of the unused amount of such permitted Growth Capital Expenditures from the immediately preceding fiscal year: Period Maximum Growth Capital Expenditures Fiscal year 2008 $ 50,000,000 Fiscal year 2009 $ 58,000,000 Fiscal year 2010 $ 66,000,000 Fiscal year 2011 and Thereafter $ 74,000,000 For purposes of testing quarterly compliance with this § 11.3, the Borrowers shall aggregate Growth Capital Expenditures incurred year-to-date for the then current fiscal year and the Growth Capital Expenditures projected in good faith and based on reasonable assumptions to be made during the balance of such fiscal year after taking into account the Borrowers’ outstanding commitments and projections relating to the opening of new Restaurants.
Growth Capital Expenditures. From the Second Amendment Effective Date through December 26, 2021, make Consolidated Growth Capital Expenditures in excess of $8,500,000 in the aggregate for the Credit Parties and their Subsidiaries during such period.
Growth Capital Expenditures. Make or become legally obligated to make any Growth Capital Expenditures for the Borrower and its Subsidiaries during any Fiscal Year, in an aggregate amount in excess of 50% of the Consolidated EBITDA of the Borrower and its Subsidiaries for the prior Fiscal Year, as reflected in the financial statements for such Fiscal Year delivered to the Administrative Agent pursuant to Section 6.01(a).
Growth Capital Expenditures. Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Growth Capital Expenditure (by purchase or Capitalized Lease) that would cause the aggregate amount of all Growth Capital Expenditures made by the Loan Parties and their Subsidiaries to exceed $15,000,000 in any Fiscal Year (the "Growth Capital Expenditure Limitation"); provided, that, from and after the Original Effective Date, if at the end of any Fiscal Year, the Growth Capital Expenditure Limitation for such Fiscal Year exceeds the aggregate amount of Growth Capital Expenditures made or incurred by the Borrower and its Subsidiaries during such Fiscal Year (the amount of such excess being referred to herein as the "Excess Amount"), then the Excess Amount may be carried forward to the next succeeding Fiscal Year, it being understood that any unused Excess Amounts may be carried forward (to the extent not used) to succeeding Fiscal Years without limitation.
