Common use of Capital Expenditures, etc Clause in Contracts

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE (e) of SECTION 7.2.2, Holdings and each Borrower will not, and will not permit any of their respective Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries in any Fiscal Year (or, in the case of the 1999 Fiscal Year, during the period from and including the Closing Date through the end of such Fiscal Year) which in the aggregate do not exceed the amount set forth below opposite such Fiscal Year: Capital Fiscal Year Expenditure Amount ----------- ------------------ 1999 $2,000,000 2000 $13,000,000 2001 $15,000,000 2002 $17,000,000 2003 $18,000,000; 2004 and each $20,000,000 Fiscal Year thereafter PROVIDED, HOWEVER, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section without giving effect to this proviso (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by Holdings to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Holdings and its Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carryforward).

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE (e) of SECTION 7.2.2, Holdings and each Borrower The ------------------------- Borrowers will not, and will not permit any of their respective Subsidiaries to, make or commit to make Capital Expenditures other than in any fiscal period set forth below, except Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries in any Fiscal Year (or, in the case of the 1999 Fiscal Year, during the period from and including the Closing Date through the end of such Fiscal Year) which in the aggregate do not exceed aggregate in excess of the amount set forth below opposite such Fiscal Yearfiscal period: Capital Closing Date through 1997 Fiscal Year Expenditure Amount ----------- ------------------ end $5,000,000 1998 Fiscal Year $8,000,000 1999 Fiscal Year $2,000,000 9,000,000 2000 $13,000,000 2001 $15,000,000 2002 $17,000,000 2003 $18,000,000; 2004 Fiscal Year and each $20,000,000 Fiscal Year thereafter PROVIDED$10,000,000; provided, HOWEVERhowever, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section without giving effect to this proviso (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount (up to 50% of the total amount of Capital Expenditures permitted to be made in such Fiscal Year, without giving effect to any carry- forward) may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by Holdings the Borrowers to the Administrative Agent Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Holdings the Borrowers and its their Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, Year without giving effect to such carryforwardcarry-forward).

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE (ea) of SECTION 7.2.2, Holdings and each The Borrower will not, and will not permit any of their respective its Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries in any Fiscal Year (or, in the case of the 1999 Fiscal Year, during the period from and including the Closing Date through the end which aggregate in excess of such Fiscal Year) which in the aggregate do not exceed the amount set forth below opposite such Fiscal Year: Maximum Capital Fiscal Year Expenditure Amount Expenditures ----------- ------------------ --------------- 1999 $2,000,000 17,500,000 2000 $13,000,000 10,000,000 2001 $15,000,000 7,000,000 2002 $17,000,000 7,000,000 2003 $18,000,000; 7,000,000 2004 and each $20,000,000 Fiscal Year thereafter PROVIDED, HOWEVER7,000,000 2005 $7,000,000 2006 $7,000,000 provided, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section without giving effect to this proviso (the "BASE AMOUNT") clause exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount may be carried forward to (subsequent Fiscal Years but only to) the next succeeding aggregate Capital Expenditures in any Fiscal Year may not exceed the amount set forth above for such Fiscal Year plus the amount set forth above for the prior Fiscal Year (any such amount to be certified by Holdings the Borrower to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such a Fiscal Year). For purposes of computing the amount of Capital Expenditures in any Fiscal Year, (i) the amount of any cash Capital Expenditure made pursuant to a binding agreement entered into in good faith and without an intent to avoid the requirements of this Section shall be deemed to have been made in the Fiscal Year in which the commitment was made and not in the Fiscal Year in which the actual expenditure is actually made and (ii) the amount of any such amount carried forward to a succeeding Fiscal Year commitment shall be deemed to be used prior to Holdings and its Subsidiaries using a Capital Expenditure in the Base Amount for such succeeding Fiscal Year, without giving effect to such carryforward)Year in which the commitment is entered into.

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE (ea) of SECTION 7.2.2, Holdings The Parent and each Borrower will not, and will not permit any of their respective Subsidiaries to, make or commit to make Capital Expenditures other than in any Fiscal Year, except (i) Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries which do not exceed $25,000,000 in any Fiscal Year and (or, in the case of the 1999 Fiscal Year, during the period from and including the Closing Date through the end of such Fiscal Yearii) additional Capital Expenditures which do not exceed $20,000,000 in the aggregate do not exceed during the amount set forth below opposite such Fiscal Yearterm of this Agreement: Capital Fiscal Year Expenditure Amount ----------- ------------------ 1999 $2,000,000 2000 $13,000,000 2001 $15,000,000 2002 $17,000,000 2003 $18,000,000; 2004 and each $20,000,000 Fiscal Year thereafter PROVIDED, HOWEVER, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to CLAUSE (i) of this Section without giving effect to this proviso (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal YearYear (other than pursuant to CLAUSE (ii) of this Section), up to 50% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by Holdings VHC to the Administrative Agent Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a the succeeding Fiscal Year shall be deemed to be used prior to Holdings the Borrowers and its their Subsidiaries using the Base Amount for such succeeding Fiscal Year, amount of Capital Expenditures permitted by this Section without giving effect to such carryforwardcarry-forward).

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE (e) of SECTION 7.2.2, Holdings and each the Borrower will not, and will not permit any of their respective its Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries in any Fiscal Year which aggregate in excess of (or, x) $15,000,000 in the case of the 1999 Fiscal Year, during the period from and including the Closing Date through the end of such Fiscal Year) which in the aggregate do not exceed the amount set forth below opposite such Fiscal Year: Capital Fiscal Year Expenditure Amount ----------- ------------------ 1999 2002 and (y) $2,000,000 2000 $13,000,000 2001 $15,000,000 2002 $17,000,000 2003 $18,000,000; 2004 and 12,000,000 in each $20,000,000 Fiscal Year thereafter thereafter; PROVIDED, HOWEVER, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section without giving effect to this proviso (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount (up to the lesser of (i) $3,000,000 or (ii) 75% of the total amount of unutilized Capital Expenditures permitted to be made in such Fiscal Year, without giving effect to any carry-forward) may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by Holdings the Borrower to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Holdings the Borrower and its Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, Year without giving effect to such carryforwardcarry-forward).

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE clause (e) of SECTION Section 7.2.2, Holdings and each the Borrower will not, and will not permit any of their respective its Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries in any Fiscal Year (or, which aggregate in the case excess of the 1999 Fiscal Year, during the period from and including the Closing Date through the end of such Fiscal Year) which in the aggregate do not exceed the amount set forth below opposite such Fiscal Year: Capital Fiscal Year Capital Expenditure Amount ----------- ------------------ 1999 $2,000,000 2000 $13,000,000 2001 2003 $15,000,000 2002 2004 $17,000,000 2003 2005 $18,000,000; 2004 18,000,000 2006 $19,000,000 2007 and each thereafter $20,000,000 Fiscal Year thereafter PROVIDEDprovided that, HOWEVER, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section without giving effect to this proviso (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such Fiscal Year, up to 75% of such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by Holdings the Borrower to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year), and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Holdings following the Borrower and its Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, without giving effect to such carryforward)carry-forward.

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE (e) of SECTION 7.2.2, Holdings and each Borrower The Borrowers will not, and will not permit any of their respective Subsidiaries to, make or commit to make Capital Expenditures other than in any fiscal period set forth below, except Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries in any Fiscal Year (or, in the case of the 1999 Fiscal Year, during the period from and including the Closing Date through the end of such Fiscal Year) which in the aggregate do not exceed aggregate in excess of the amount set forth below opposite such Fiscal Yearfiscal period: Capital Closing Date through 1997 Fiscal Year Expenditure Amount ----------- ------------------ end $5,000,000 1998 Fiscal Year $8,000,000 1999 Fiscal Year $2,000,000 9,000,000 2000 $13,000,000 2001 $15,000,000 2002 $17,000,000 2003 $18,000,000; 2004 Fiscal Year and each $20,000,000 Fiscal Year thereafter PROVIDED$10,000,000; provided, HOWEVERhowever, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section without giving effect to this proviso (the "BASE AMOUNT") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount (up to 50% of the total amount of Capital Expenditures permitted to be made in such Fiscal Year, without giving effect to any carry-forward) may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by Holdings the Borrowers to the Administrative Agent Agents in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Holdings the Borrowers and its their Subsidiaries using the Base Amount for amount of Capital Expenditures permitted by this Section in such succeeding Fiscal Year, Year without giving effect to such carryforwardcarry-forward).

Capital Expenditures, etc. Subject (in the case of Capitalized Lease Liabilities), to CLAUSE clause (e) of SECTION Section 7.2.2, Holdings and each Borrower will not, and will not permit any of their respective Restricted Subsidiaries to, make or commit to make Capital Expenditures other than Capital Expenditures made or committed to be made by the Borrowers and their respective Subsidiaries in any Fiscal Year (or, in the case of the 1999 Fiscal Year, during the period from and including the Closing Date through the end of such Fiscal Year) which in the aggregate do not exceed the amount set forth below opposite such Fiscal Year: -93- Capital Fiscal Year Expenditure Amount ----------- ------------------ 1999 $$ 2,000,000 2000 $$ 13,000,000 2001 $$ 15,000,000 2002 $$ 17,000,000 2003 $18,000,000; $ 18,000,000 2004 and each $$ 20,000,000 Fiscal Year thereafter PROVIDEDprovided, HOWEVERhowever, that (i) to the extent the amount of Capital Expenditures permitted to be made in any Fiscal Year pursuant to this Section without giving effect to this proviso (the "BASE AMOUNTBase Amount") exceeds the aggregate amount of Capital Expenditures actually made during such Fiscal Year, such excess amount may be carried forward to (but only to) the next succeeding Fiscal Year (any such amount to be certified by Holdings to the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Holdings and its Subsidiaries using the Base Amount for such succeeding Fiscal Year, without giving effect to such carryforwardcarry-forward).