Common use of Capital Expenditures, etc Clause in Contracts

Capital Expenditures, etc. (a) Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrowers will not, and will not permit any of their respective Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Date, other than Capital Expenditures made or committed to be made by a Borrower and its respective Subsidiaries in any Fiscal Year which in the aggregate do not exceed (i) $22,500,000 for the 2004 Fiscal Year, (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000 for any Fiscal Year thereafter; provided that to the extent that Capital Expenditures made by the Borrowers and their respective Subsidiaries during any Fiscal Year (or portion thereof) are less than the maximum amount permitted to be made for such Fiscal Year 100% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year (it being understood and agreed that no carry forward amount may be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition to the foregoing, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each Fiscal Year shall be increased by an amount equal to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available for such Person or business (provided that the Capital Expenditure amount for the Fiscal Year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may be).

Capital Expenditures, etc. (a) Subject (in the case Each of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrowers will not, and will not permit any of their its respective Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Date, (other than (w) Permitted Acquisitions, (x) investments under (1) CLAUSE (J) of SECTION 7.2.5 and (2) CLAUSE (I) of SECTION 7.2.5 to the extent, in the case of this CLAUSE (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures made or committed to may be made by a Borrower pursuant to this CLAUSE (X) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and its respective Subsidiaries Transaction and related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal Year by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which in the aggregate do not exceed aggregate in excess of the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year Expenditures ----------- ------------ 2000 $5,000,000 2001 $7,500,000 2002 $8,000,000 2003 $8,500,000 2004 $9,000,000 2005 and thereafter $9,500,000 -91- PROVIDED, HOWEVER, that (i) $22,500,000 for the 2004 Fiscal Year, (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000 for any Fiscal Year thereafter; provided that to the extent that the amount of Capital Expenditures made by the Borrowers and their respective Subsidiaries during any Fiscal Year (or portion thereof) are less than the maximum amount permitted to be made for in any Fiscal Year pursuant to the table set forth above without giving effect to this CLAUSE (I) (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year 100% of Year, such unused excess amount (each such amount, a "carry-forward amount") may be carried forward to (but only to) the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such next succeeding Fiscal Year (it being understood and agreed that no carry forward any such amount may to be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition certified by WWI to the foregoingAdministrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each such amount carried forward to a succeeding Fiscal Year shall be increased by an amount equal deemed to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-month period most recently ended be used prior to WWI and its Subsidiaries using the consummation of such Permitted Acquisition for which financial statements are available Base Amount for such Person or business (provided that the Capital Expenditure amount for the succeeding Fiscal Year in which Year, without giving effect to such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may becarry-forward).

Capital Expenditures, etc. (a) Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, (a) the Borrowers Borrower will not, and will not permit any of their respective its Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Date, other than Capital Expenditures made or committed to be made by a the Borrower and its respective Subsidiaries in any Fiscal Year which in the aggregate do not exceed exceed, (i) $22,500,000 for the 2004 2000 Fiscal Year, $25,000,000, and (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000 for any each Fiscal Year thereafter, $20,000,000; provided provided, however, that notwithstanding anything to the extent contrary in this clause, in the event that the amount of Capital Expenditures permitted to be made by the Borrowers Borrower and their respective its Subsidiaries during any Fiscal Year (or portion thereof) are less pursuant to this clause (prior to giving effect to any increase in such permitted amounts pursuant to this proviso) is greater than the maximum aggregate amount permitted to be of such Capital Expenditures made for by the Borrower and its Subsidiaries during such Fiscal Year 100(or portion thereof), such excess (up to an aggregate of 50% of the amount set forth opposite such unused amount (Fiscal Year, each such amountamount of excess, a "carryCarry-forward amountForward Amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year (it being understood and agreed that no carry forward amount a Carry-Forward Amount may not be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arosearose ); provided. With respect to any Carry-Forward Amount, further, that, in addition (i) it shall be certified by the Borrower to the foregoingAdministrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each Fiscal Year (ii) it shall be increased by an amount equal deemed to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-month period most recently ended be used prior to the consummation Borrower and its Subsidiaries using any amount of such Permitted Acquisition for which financial statements are available Capital Expenditures permitted for such Person or business (provided that the Capital Expenditure amount for the immediately succeeding Fiscal Year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may be)Year.

Capital Expenditures, etc. (a) Subject (in the case Each of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrowers will not, and will not permit any of their its respective Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Date, (other than (w) Permitted Acquisitions, (x) investments under (1) CLAUSE (j) of SECTION 7.2.5 and (2) CLAUSE (i) of SECTION 7.2.5 to the extent, in the case of this CLAUSE (2), that the aggregate amount of such investments does not exceed $30,000,000 (it being understood that Capital Expenditures made or committed to may be made by a Borrower pursuant to this CLAUSE (x) whether or not constituting "Investments", but shall be treated as such for the purposes of said Sections), (y) nonrecurring restructuring costs and its respective Subsidiaries Weighco Acquistion related expenses and (z) proceeds of capital contributions used for Capital Expenditures in any Fiscal Year by WWI and its Subsidiaries (other than the XX0 Xxxxxxxx), except, to the extent not prohibited in whole or in part by the terms of the Senior Subordinated Note Indenture, Capital Expenditures which in the aggregate do not exceed aggregate in excess of the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year Expenditures ----------- ------------ 2001 $ 9,000,000 2002 $ 9,600,000 2003 $10,200,000 2004 $10,800,000 2005 and thereafter $11,400,000 PROVIDED, HOWEVER, that (i) $22,500,000 for the 2004 Fiscal Year, (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000 for any Fiscal Year thereafter; provided that to the extent that the amount of Capital Expenditures made by the Borrowers and their respective Subsidiaries during any Fiscal Year (or portion thereof) are less than the maximum amount permitted to be made for in any Fiscal Year pursuant to the table set forth above without giving effect to this CLAUSE (I) (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year 100% of Year, such unused excess amount (each such amount, a "carry-forward amount") may be carried forward to (but only to) the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such next succeeding Fiscal Year (it being understood and agreed that no carry forward any such amount may to be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition certified by WWI to the foregoingAdministrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each such amount carried forward to a succeeding Fiscal Year shall be increased by an amount equal deemed to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-month period most recently ended be used prior to WWI and its Subsidiaries using the consummation of such Permitted Acquisition for which financial statements are available Base Amount for such Person or business (provided that the Capital Expenditure amount for the succeeding Fiscal Year in which Year, without giving effect to such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may becarry-forward).

Capital Expenditures, etc. (a) Subject (in the case of Capitalized Lease Liabilities) to clause (ef) of Section 7.2.2, the Borrowers Borrower will not, and will not permit any of their respective its Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Closing Date, other than Capital Expenditures made or committed to be made by a the Borrower and its respective Subsidiaries in any Fiscal Year (or, in the case of the 2002 Fiscal Year, for the period from the Closing Date through December 31, 2002) which in the aggregate do not exceed $17,500,000 for such Fiscal Year (i) $22,500,000 for or such portion of the 2004 2002 Fiscal Year, (ii) $28,000,000 million for as the 2005 Fiscal Year, and (iii) $25,000,000 for any Fiscal Year thereaftercase may be); provided that to the extent that Capital Expenditures made by the Borrowers Borrower and their respective its Subsidiaries during any Fiscal Year (or portion thereof) are less than the maximum amount permitted to be made for such Fiscal Year 100% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year (it being understood and agreed that no carry forward amount may be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition to the foregoing, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each Fiscal Year shall be increased by an amount equal to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-12 month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available for such Person or business business, (provided that the Capital Expenditure amount for the Fiscal Year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may be).

Capital Expenditures, etc. (a) Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrowers The Borrower will not, and will not permit any of their respective its Subsidiaries to, make or commit to make any Capital Expenditures on in any Fiscal Year, except, to the extent not prohibited in whole or after in part by the Amendment Effective Dateterms of any Subordinated Note Indenture, other than Capital Expenditures made or committed which do not aggregate in excess of the amount set forth below opposite such Fiscal Year: Maximum Capital FISCAL YEAR EXPENDITURES ----------- --------------- 1996 $32,000,000 1997 $50,000,000 1998 $60,000,000 1999 through 2001 $65,000,000 2002 and thereafter $70,000,000; PROVIDED, that to the extent the amount of Capital Expenditures permitted to be made by a Borrower and its respective Subsidiaries in any Fiscal Year which in ("YEAR 1") pursuant to this clause exceeds the aggregate do not exceed (i) $22,500,000 for the 2004 amount of Capital Expenditures actually made during such Fiscal Year, (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000 for any Fiscal Year thereafter; provided that to the extent that Capital Expenditures made by the Borrowers and their respective Subsidiaries during any Fiscal Year (or portion thereof) are less than the maximum such excess amount permitted to be made for such Fiscal Year 100% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to (but only to) and, to the immediately extent not prohibited in whole or in part by the terms of any Subordinated Note Indenture, made in the next succeeding Fiscal Year ("YEAR 2") (any such amount to be certified by the Borrower to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of Year 1), and utilized any such amount carried forward to Year 2 shall be deemed to be used only after the Borrower and its Subsidiaries have fully used the amount of Capital Expenditures permitted by this Section without giving effect to such carry-forward; PROVIDED, HOWEVER, that so long as the Borrower or any of its Subsidiaries has committed to make Capital Expenditures in Year 2 with the amount carried forward to such succeeding Fiscal Year (it being understood and agreed that no carry forward year pursuant to this clause, such committed amount may can actually be carried beyond expended in the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition to the foregoing, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each Fiscal Year shall be increased by an amount equal to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available for such Person or business (provided that the Capital Expenditure amount for the Fiscal Year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may be)2.

Capital Expenditures, etc. (a) Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrowers Borrower will not, and will not permit any of their respective its Restricted Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Date, other than Capital Expenditures made or committed to be made by a the Borrower and its respective Restricted Subsidiaries in any Fiscal Year which in the aggregate do not exceed exceed, (a) for that portion of the 1999 Fiscal Year remaining after the Closing Date, $7,000,000.00, and (b) for each Fiscal Year thereafter, the amount set forth below opposite such Fiscal Year: Fiscal Year Capital Expenditure Amount ----------- -------------------------- 2000 $20,000,000.00 2001 $25,000,000.00 2002 $25,000,000.00 2003 $30,000,000.00 2004 $30,000,000.00 2005 $35,000,000.00 2006 $35,000,000.00 provided, however, that notwithstanding anything to the contrary contained in clause (b) above, (i) $22,500,000 for in the 2004 Fiscal Year, (ii) $28,000,000 million for event that the 2005 Fiscal Year, and (iii) $25,000,000 for any Fiscal Year thereafter; provided that to the extent that amount of Capital Expenditures permitted to be made by the Borrowers Borrower and their respective its Restricted Subsidiaries during any Fiscal Year (or portion thereof) are less pursuant to clauses (a) and (b) above (prior to giving effect to any increase in such permitted amounts pursuant to this clause (i)) is greater than the maximum aggregate amount permitted to be of such Capital Expenditures made for by the Borrower and its Restricted Subsidiaries during such Fiscal Year 100% of (or portion thereof), such unused amount excess (each such amountamount of excess, a "carryCarry-forward amountForward Amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year (it being understood and agreed that no carry forward amount a Carry-Forward Amount may not be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, ) and (ii) the Borrower and its Subsidiaries may make Capital Expenditures at any time in addition an aggregate amount not to exceed the foregoing, from Excess Proceeds Amount at such time (which Capital Expenditures pursuant to this clause (ii) shall not be included in any determination under clauses (a) and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each Fiscal Year shall be increased by an amount equal to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available for such Person or business (provided that the Capital Expenditure amount for the Fiscal Year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may beb) above).

Capital Expenditures, etc. (a) Subject (in the case of Capitalized Lease Liabilities) to clause (ef) of Section 7.2.2, the Borrowers will not, and will not permit any of their respective Subsidiaries to, make or commit to make any Capital Expenditures on or after the Amendment Effective Date, other than Capital Expenditures made or committed to be made by a Borrower and its respective Subsidiaries in any Fiscal Year (or, in the case of the 2003 Fiscal Year, for the period from the Amendment Effective Date through December 31, 2003) which in the aggregate do not exceed (i) $22,500,000 for the 2003 and 2004 Fiscal Years (or such portion of the 2003 Fiscal Year, as the case may be) and (ii) $28,000,000 million for the 2005 Fiscal Year, and (iii) $25,000,000 17,500,000 for any Fiscal Year thereafter; provided that to the extent that Capital Expenditures made by the Borrowers and their respective Subsidiaries during any Fiscal Year (or portion thereof) are less than the maximum amount permitted to be made for such Fiscal Year 100% of such unused amount (each such amount, a "carry-forward amount") may be carried forward to the immediately succeeding Fiscal Year and utilized to make Capital Expenditures in such succeeding Fiscal Year (it being understood and agreed that no carry forward amount may be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose); provided, further, that, in addition to the foregoing, from and after the consummation of any Permitted Acquisition, the maximum Capital Expenditure amounts set forth above for each Fiscal Year shall be increased by an amount equal to 3% of the gross sales of each Person or business acquired in each such Permitted Acquisition for the 12-12 month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available for such Person or business (provided that the Capital Expenditure amount for the Fiscal Year in which such Permitted Acquisition is consummated shall only be increased by the amount set forth above in this proviso multiplied by a fraction the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as the case may be).