Capital Expenditures and Acquisitions. (a) If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Capital Expenditures to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Capital Expenditures to exceed $75,000,000 (or its equivalent in other currencies as of the date of each relevant transaction).
(b) If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $25,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Leverage Ratio on a Pro Forma Basis would be greater than 2.50 to 1.00 but less than 3.00 to 1.00, then the Borrower will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Borrower permit the aggregate amount of all Acquisitions (excluding Acquisitions funded with the proceeds of equity contributions made to the Borrower for the purposes of payment of the consideration payable in connection with such Acquisition) to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction).
(c) Subject to the foregoing provisions of this Section 7.03, the Borrower and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.
Capital Expenditures and Acquisitions. Without the prior written consent of Lender, Borrower, Guarantors and the Other Subsidiaries shall not individually or collectively make aggregate capital expenditures in any fiscal year in excess of $25,000,000 or make acquisitions of stock or assets in any fiscal year where the aggregate purchase price for such stock or assets is in excess of $20,000,000.
Capital Expenditures and Acquisitions. If, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 3.00 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $50,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 2.50 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $75,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). Subject to the foregoing, the Parent and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.
(y) A new Section 6.12 is hereby added to Article VI of the Credit Agreement, such new Section to read in its entirety as follows:
Capital Expenditures and Acquisitions. If, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 2.25 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $250,000,000 (or its equivalent in other currencies as of the date of each relevant transaction); subject to the foregoing, the Parent and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.
Capital Expenditures and Acquisitions. Without the prior written consent of Lender, Borrower, and its Subsidiaries shall not individually or collectively make aggregate capital expenditures in any fiscal year in excess of $5,000,000 or make acquisitions of stock or assets in any fiscal year where the aggregate purchase price for such stock or assets is in excess of $3,000,000.
Section 5. The Borrower and Lender hereby agree and acknowledge that Borrowers' charge against earnings of approximately $9,900,000 which was made in the fourth quarter of 2000, will not be factored into the calculations of the financial covenants of this Loan Agreement during the fiscal year ending December 31, 2001.
Section 6. The Lender hereby waives compliance by the Borrower with the financial covenants set forth in Section 4.1 through 4.4 of the Loan Agreement in effect prior to this Amendment.
Section 7. All other applicable provisions of the Agreement are hereby amended to conform to the amendments as expressed in this Amendment.
Section 8. Except as provided herein, the Agreement shall remain unamended and shall be in full force and effect.
Section 9. This modification shall be governed by and construed in accordance with the laws of the State of Tennessee.
Capital Expenditures and Acquisitions. Make Capital Expenditures and Acquisitions of more than (a) $40,000,000 in aggregate amount for the fiscal year ending January 31, 2004 or (b) $45,000,000 in aggregate amount for any fiscal year thereafter.
(k) Section 7.13 of the Credit Agreement is hereby amended by amending clause (c) thereof to read as follows:
Capital Expenditures and Acquisitions. None of the Company, Publishing nor the Guarantor shall, nor shall either of them permit any of their Subsidiaries to, directly or indirectly, make or commit (by way of the acquisition of securities of any Person or otherwise) (i) any expenditures in respect of the purchase or acquisition of fixed or capital assets (excluding in the case of the Guarantor, Publishing and Subsidiaries of Publishing any such assets (x) whose acquisition has been approved by the Board of Directors of the Guarantor prior to the date hereof and is reflected in a line item in the report set forth in Schedule 5.12 or (y) which are acquired in connection with normal replacement and maintenance programs properly charged to current operations and not exceeding an aggregate cost of $100,000), (ii) any acquisition of any operating business (iii) any acquisition of assets other than in the ordinary course of business.
Capital Expenditures and Acquisitions. If, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 2.50 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $300,000,000 (or its equivalent in other currencies as of the date of each relevant transaction) and if, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 3.00 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $150,000,000 (or its equivalent in other currencies as of the date of each relevant transaction). If, after giving effect thereto, the Pro Forma Leverage Ratio as of the date of any applicable Acquisition would be greater than 3.00 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Acquisitions to exceed $30,000,000 (or its equivalent in other currencies as of the date of each relevant transaction) without the prior written consent of the Required Lenders until such subsequent fiscal quarter as the Pro Forma Leverage Ratio as of the date of any applicable Acquisition would be less than or equal to 3.00 to 1.00. Subject to the foregoing, the Parent and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.
(ff) A new Section 6.11 is hereby added to the Credit Agreement, such new section to read in its entirety as follows:
Capital Expenditures and Acquisitions. The Borrower will not, and will not permit any Subsidiary to, expend or become obligated for capital expenditures (as defined and classified in accordance with GAAP consistently applied but in any event including the liability of the Borrower and its Subsidiaries in respect of Capitalized Leases, costs of improvements to land and acquisitions of land) or acquire all or any substantial part of the stock, assets or business of any other Person if after giving effect thereto the aggregate amount expended by the Borrower and its Subsidiaries during any fiscal year on account of such capital expenditures and acquisitions would exceed $3,000,000 provided that the Borrower may acquire Timberland out of the proceeds of Equity Offerings if and to the extent permitted by Section 3.4(b)(iv)(ac) hereof or in exchange for equity interests if but only if it has demonstrated to the reasonable satisfaction of the Administrative Agent in each instance that it will be able to remain in compliance with the terms of this Agreement throughout its term after giving effect to the acquisition in question.
Capital Expenditures and Acquisitions. If, after giving effect thereto, the Pro Forma Leverage Ratio would be greater than 2.50 to 1, then the Parent will not, and will not permit any Restricted Subsidiary to, in any fiscal year of the Parent permit the aggregate amount of all Capital Expenditures and Acquisitions to exceed $300,000,000 (or its equivalent in other currencies as of the date of each relevant transaction); subject to the foregoing, the Parent and the Restricted Subsidiaries may at any time make any Acquisition or Capital Expenditure.
(t) Section 6.09(a) of the Credit Agreement is hereby amended to read in its entirety as follows:
(a) Unless designated as an Unrestricted Subsidiary on Schedule 3.12 as of the Effective Date or thereafter, any Person that becomes a direct Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. Any Person that becomes a direct Subsidiary of any Unrestricted Subsidiary shall be classified as an Unrestricted Subsidiary.
(u) The reference to “BANK OF AMERICA, NATIONAL ASSOCIATION and XXXXX FARGO BANK, N.A., as Syndication Agents” in the title page of the Credit Agreement and in the introductory paragraph of the Credit Agreement is hereby amended to read “BANK OF AMERICA, NATIONAL ASSOCIATION and DnB NOR BANK ASA, as Syndication Agents”. The reference to “COMERICA BANK and DnB NOR BANK ASA, as Documentation Agents” in the title page of the Credit Agreement and in the introductory paragraph of the Credit Agreement is hereby amended to read “COMERICA BANK, as Documentation Agent”. The reference to “X.X. XXXXXX SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Co-Lead Arrangers and Co-Bookrunners” in the title page of the Credit Agreement and in the introductory paragraph of the Credit Agreement is hereby amended to read “X.X. XXXXXX SECURITIES INC., BANC OF AMERICA SECURITIES LLC and DNB NOR MARKETS, INC., as Co-Lead Bookrunners”.
(v) Section 9.13 of the Credit Agreement is hereby amended to read in its entirety as follows:
