Common use of Capital Expenditures, etc Clause in Contracts

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except (subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2) Capital Expenditures (exclusive of interest capitalized in accordance with GAAP) which do not aggregate in excess of the amount set forth below opposite such Fiscal Year: Capital Expenditure Amount Fiscal Year (in millions) ----------- ------------------ 2001 $252.0 2002 $212.5 2003 $143.0 2004 $109.0 2005 $112.5 2006 $112.5 2007 $112.5 provided, however, that (i) in the event Capital Expenditures described in any capital budget for any Fiscal Year furnished pursuant to clause (j) of Section 7.1.1 are not made or committed to be made by the Borrower during such Fiscal Year, but will be made or committed to be made in the immediately succeeding Fiscal Year (such Capital Expenditures, "Deferred Capital Expenditures"), the Borrower may increase the maximum amount of Capital Expenditures permitted in the immediately succeeding Fiscal Year as specified opposite such Fiscal Year in the table set forth above by an amount equal to such Deferred Capital Expenditures, so long as (A) such Deferred Capital Expenditures do not exceed $15,000,000 for such Fiscal Year, (B) such Deferred Capital Expenditures, when added to the Capital Expenditures actually made or committed to be made in the Fiscal Year in which such Deferred Capital Expenditures were initially expected to be made, would not exceed the maximum amount of Capital Expenditures permitted in such Fiscal Year as specified opposite such Fiscal Year in the table set forth above, (C) the Borrower furnishes to the Administrative Agent and the Technical Agent an officer's certificate describing such Deferred Capital Expenditures and the reason for the deferral of such Capital Expenditures and stating that the deferral of such Capital Expenditures will not adversely affect in any material respect the Borrower's ability to meet the Mine Plans then in effect and (D) the Administrative Agent and the Technical Agent are reasonably satisfied that the contents of such certificate are true and correct; and (ii) (A) to the extent Capital Expenditures are made or committed to be made in any Fiscal Year set forth above in an amount less than the maximum amount permitted for such Fiscal Year as specified opposite such Fiscal Year in the table set forth above (after decreasing such maximum amount by the amount of Deferred Capital Expenditures (if any) that the Borrower has indicated will be made or committed to be made in the immediately succeeding Fiscal Year), the Capital Expenditures which the Borrower or its Subsidiaries may make or commit to make in the immediately succeeding Fiscal Year shall be increased by 50% of the amount of the permitted Capital Expenditures not so made or committed to be made in the immediately preceding Fiscal Year (the "Carry-Forward Amount");

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal Year, except (subject Subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2) , the Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make Capital Expenditures (exclusive of interest capitalized other than Capital Expenditures made or committed to be made by the Borrower and its Restricted Subsidiaries in accordance with GAAP) any Fiscal Year which in the aggregate do not aggregate in excess 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 Fiscal Year (in millions) ----------- ------------------ -------------------------- 2000 $20,000,000.00 2001 $252.0 25,000,000.00 2002 $212.5 25,000,000.00 2003 $143.0 30,000,000.00 2004 $109.0 30,000,000.00 2005 $112.5 35,000,000.00 2006 $112.5 2007 $112.5 35,000,000.00 provided, however, that that notwithstanding anything to the contrary contained in clause (b) above, (i) in the event that the amount of Capital Expenditures described in any capital budget for any Fiscal Year furnished pursuant to clause (j) of Section 7.1.1 are not made or committed permitted to be made by the Borrower and its Restricted Subsidiaries during such Fiscal Year, but will be made or committed to be made in the immediately succeeding any Fiscal Year (such Capital Expenditures, "Deferred Capital Expenditures"), the Borrower may or portion thereof) pursuant to clauses (a) and (b) above (prior to giving effect to any increase the maximum amount of Capital Expenditures permitted in the immediately succeeding Fiscal Year as specified opposite such Fiscal Year in the table set forth above by an amount equal to such Deferred Capital Expenditures, so long as (A) such Deferred Capital Expenditures do not exceed $15,000,000 for such Fiscal Year, (B) such Deferred Capital Expenditures, when added to the Capital Expenditures actually made or committed to be made in the Fiscal Year in which such Deferred Capital Expenditures were initially expected to be made, would not exceed the maximum amount of Capital Expenditures permitted in such Fiscal Year as specified opposite such Fiscal Year in permitted amounts pursuant to this clause (i)) is greater than the table set forth above, (C) the Borrower furnishes to the Administrative Agent and the Technical Agent an officer's certificate describing such Deferred Capital Expenditures and the reason for the deferral aggregate amount of such Capital Expenditures made by the Borrower and stating that the deferral of such Capital Expenditures will not adversely affect in any material respect the Borrower's ability to meet the Mine Plans then in effect and (D) the Administrative Agent and the Technical Agent are reasonably satisfied that the contents of such certificate are true and correct; and (ii) (A) to the extent Capital Expenditures are made or committed to be made in any Fiscal Year set forth above in an amount less than the maximum amount permitted for its Restricted Subsidiaries during such Fiscal Year as specified opposite (or portion thereof), such Fiscal Year in the table set forth above excess (after decreasing each such maximum amount by the amount of Deferred Capital Expenditures (if any) that the Borrower has indicated will be made or committed to be made in the immediately succeeding Fiscal Year)excess, the Capital Expenditures which the Borrower or its Subsidiaries may make or commit to make in the immediately succeeding Fiscal Year shall be increased by 50% of the amount of the permitted Capital Expenditures not so made or committed to be made in the immediately preceding Fiscal Year (the 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 a Carry-Forward Amount may not be carried beyond the Fiscal Year immediately succeeding the Fiscal Year in which it arose) and (ii) the Borrower and its Subsidiaries may make Capital Expenditures at any time in an aggregate amount not to exceed the 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 (b) above);.

Capital Expenditures, etc. (i) The Borrower will not, and will not permit any of its Subsidiaries to, make or commit to make Capital Expenditures in at any time during any Fiscal Year, except (subject (in the case of Capitalized Lease Liabilities) to clause (e) of Section 7.2.2) Capital Expenditures (exclusive of interest capitalized in accordance with GAAP) which do not aggregate in such Fiscal Year in excess of the amount amount, at the time such expenditure is made, set forth below opposite such Fiscal Year: Capital Expenditure Amount Year below based on the most recently reported Leverage Ratio (as further described below): Fiscal Year (in millions) ----------- ------------------ 2001 $252.0 2002 $212.5 2003 $143.0 2004 $109.0 2005 $112.5 2006 $112.5 2007 $112.5 End Leverage Ratio < 1.5 Leverage Ratio > 1.5 June 30, 2015 $ 83,000,000 $ 40,000,000 June 30, 2016 $ 52,000,000 $ 40,000,000 June 30, 2017 $ 52,000,000 $ 35,000,000 June 30, 2018 $ 23,000,000 $ 23,000,000 June 30, 2019 $ 41,000,000 $ 25,000,000 ; provided, however, thatthat no such Capital Expenditure shall be made if any Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to the making of any such Capital Expenditure. The Leverage Ratio used to compute the permitted Capital Expenditure level above shall be the Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent pursuant to Section 7.1.1(c); changes in the approved Capital Expenditure limitation set forth above resulting from a change in the Leverage Ratio shall become effective prospectively upon delivery by the Borrower to the Administrative Agent of a new Compliance Certificate pursuant to Section 7.1.1(c). If the Borrower shall fail to deliver a Compliance Certificate as and when required pursuant to Section 7.1.1(c), the Leverage Ratio from the date of such required delivery to the date the Borrower actually delivers to the Administrative Agent such Compliance Certificate shall conclusively be presumed to be in excess of 1.5 to 1.0. (iii) in Upon delivery of the event Capital Expenditures described in any capital budget Compliance Certificate for the last period of any Fiscal Year furnished (each such Fiscal Year being referred to below as an “immediately preceding Fiscal Year”), commencing with the Fiscal Year ending June 30, 2015, the amount of Capital Expenditures set forth in Section 7.2.4(c)(i) in respect of the then immediately following Fiscal Year shall be increased (but not decreased) by an amount which would be equal to the unused availability to make Capital Expenditures for such immediately preceding Fiscal Year based on the Leverage Ratio reported on such Compliance Certificate or, thereafter, based on the Leverage Ratio reported on the most recent Compliance Certificate delivered pursuant to clause (j) Section 7.1.1(c); provided, however, that such increase shall not exceed 33.3% of Section 7.1.1 are not made or committed to be made by the Borrower during such Fiscal Year, but will be made or committed to be made in the immediately succeeding Fiscal Year (such Capital Expenditures, "Deferred Capital Expenditures"), the Borrower may increase the maximum amount of Capital Expenditures permitted in the immediately succeeding Fiscal Year as specified opposite such Fiscal Year in the table set forth above by an amount equal to such Deferred Capital Expenditures, so long as (A) such Deferred Capital Expenditures do not exceed $15,000,000 for such immediately preceding Fiscal Year, (B) again based on the Leverage Ratio set forth in such Deferred Capital Expendituresthen current Compliance Certificate; provided further, when added to however, that the amount of any Capital Expenditures actually made or committed incurred in any Fiscal Year shall be first deducted from any amounts carried forward from the immediately preceding Fiscal Year pursuant to be made this Section 7.2.4(c)(ii). (iii) If, as a result of any change in the Fiscal Year in which such Deferred Capital Expenditures were initially expected to be madeLeverage Ratio, would not exceed the maximum amount of Capital Expenditures permitted in such Fiscal Year as specified opposite such Fiscal Year in the table set forth above, (C) the Borrower furnishes to the Administrative Agent and the Technical Agent an officer's certificate describing such Deferred Capital Expenditures and the reason above for the deferral of such Capital Expenditures and stating that the deferral of such Capital Expenditures will not adversely affect in any material respect the Borrower's ability to meet the Mine Plans then in effect and (D) the Administrative Agent and the Technical Agent are reasonably satisfied that the contents of such certificate are true and correct; and (ii) (A) to the extent Capital Expenditures are made or committed to be made in any Fiscal Year set forth above in is reduced to an amount less than the maximum amount permitted for such Fiscal Year as specified opposite of Capital Expenditures already made during such Fiscal Year in the table set forth above (after decreasing accordance with this Section, such maximum amount by the amount reduction shall not result in an Event of Deferred Default, but no further Capital Expenditures (if any) shall be permitted during such Fiscal Year unless the Leverage Ratio decreases sufficiently at any following quarterly measurement period such that the Borrower has indicated will be made or committed to be made in the immediately succeeding Fiscal Year), the limitation on Capital Expenditures which the Borrower or its Subsidiaries may make or commit is again increased to make an amount in the immediately succeeding Fiscal Year shall be increased by 50% excess of the amount of the permitted such Capital Expenditures not so already made or committed to be made in the immediately preceding during such Fiscal Year (the "Carry-Forward Amount");Year.

Capital Expenditures, etc. The Borrower will not, and will not permit any of its Subsidiaries to, make or or, without duplication, commit to make Capital Expenditures in any Fiscal Year, except Capital Expenditures (subject (in the case of other than Capitalized Lease Liabilities) to clause (e) of Section 7.2.2) Capital Expenditures (exclusive the Borrower and other Subsidiaries of interest capitalized in accordance with GAAP) the Parent which do not aggregate in any Fiscal Year in excess of (i) prior to the amount set forth below opposite sale of Roltra Xxxxx, $18,000,000 and (ii) following the sale of Roltra Xxxxx, $12,500,000 plus, solely for the Fiscal Year of such Fiscal Year: Capital Expenditure Amount sale, the result of $5,500,000 divided by twelve and multiplied by the remaining months of the then current Fiscal Year (in millions) ----------- ------------------ 2001 $252.0 2002 $212.5 2003 $143.0 2004 $109.0 2005 $112.5 2006 $112.5 2007 $112.5 the "Applicable Capital Expenditure Level"); provided, however, that (i) in the event Capital Expenditures described in any capital budget for any Fiscal Year furnished pursuant to clause (j) of Section 7.1.1 are not made or committed to be made by the Borrower during such Fiscal Year, but will be made or committed to be made in the immediately succeeding Fiscal Year (such Capital Expenditures, "Deferred Capital Expenditures"), the Borrower may increase the maximum amount of Capital Expenditures permitted in the immediately succeeding Fiscal Year as specified opposite such Fiscal Year in the table set forth above by an amount equal to such Deferred Capital Expenditures, so long as (A) such Deferred Capital Expenditures do not exceed $15,000,000 for such Fiscal Year, (B) such Deferred Capital Expenditures, when added to the Capital Expenditures actually made or committed to be made in the Fiscal Year in which such Deferred Capital Expenditures were initially expected to be made, would not exceed the maximum amount of Capital Expenditures permitted in such Fiscal Year as specified opposite such Fiscal Year in the table set forth above, (C) the Borrower furnishes to the Administrative Agent and the Technical Agent an officer's certificate describing such Deferred Capital Expenditures and the reason for the deferral of such Capital Expenditures and stating that the deferral of such Capital Expenditures will not adversely affect in any material respect the Borrower's ability to meet the Mine Plans then in effect and (D) the Administrative Agent and the Technical Agent are reasonably satisfied that the contents of such certificate are true and correct; and (ii) (Aa) to the extent Capital Expenditures are made or or, without duplication, committed to be made in any Fiscal Year set forth above in an amount less than the maximum amount permitted for such Fiscal Year as specified opposite such Fiscal Year in the table set forth above (after decreasing such maximum amount by the amount of Deferred Applicable Capital Expenditures (if any) that the Borrower has indicated will be made or committed to be made in the immediately succeeding Fiscal Year)Expenditure Level, the Capital Expenditures which the Borrower or its Subsidiaries may make or or, without duplication, commit to make in the immediately succeeding next following Fiscal Year shall shall, if the Borrower establishes to the satisfaction of the Administrative Agent compliance on a prospective basis based upon the budget delivered pursuant to Section 7.1.1 and with the financial covenants set forth in Section 7.2.4., be increased by 50% of the amount of the permitted Capital Expenditures not so made or or, without duplication, committed to be made in the immediately preceding Fiscal Year (the "Carry-Forward Amount"); (b) no Carry-Forward Amount may be carried forward beyond the Fiscal Year immediately following the Fiscal Year in which it arose; and (c) no portion of any Carry-Forward Amount shall be used in any Fiscal Year until the entire amount of the Capital Expenditures permitted to be made or committed to be made in such Fiscal Year (without giving effect to any Carry- Forward Amount) shall have been used, and no portion of a Carry-Forward Amount may be used unless the Borrower shall have certified to the Administrative Agent that, after giving effect thereto, the Borrower shall be in compliance with all the provisions of this Agreement and the other Loan Documents.