Common use of Limitation on Capital Expenditures Clause in Contracts

Limitation on Capital Expenditures. Make or commit to make any ---------------------------------- Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business in any fiscal year of the Borrower set forth below not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Amount ------------- -------- 1998 $17,500,000 1999 $25,000,000 2000 and thereafter $15,000,000 ; provided, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in the next succeeding fiscal ------ year, (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts permitted for ----- such fiscal year as provided above and, second, in respect of amounts carried ------ over from the prior fiscal year pursuant to subclause (i) above, (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8.

Limitation on Capital Expenditures. Make or commit to make any ---------------------------------- Capital ExpenditureExpenditures (excluding (x) any expenses incurred in connection with normal replacement and maintenance programs properly charged to current operations, except (ay) Capital Expenditures any reinvestments of Net Cash Proceeds (or amounts equal thereto) not to exceed $15,000,000 in the aggregate during the term of this Agreement received with respect to any Asset Sale which reinvestments are made in accordance with Section 8.6(g) and (z) any reinvestments of Net Cash Proceeds (or amounts equal thereto) received with respect to any Recovery Event which reinvestments are made in accordance with Section 4.4(e)) exceeding in the aggregate for the Borrower and its Subsidiaries in the ordinary course of business in consolidated Subsidiaries, for any fiscal year of the Borrower (and, with respect to fiscal year 1993, of Remington) set forth below not exceeding below, the amount set forth below opposite such fiscal yearyear below: Fiscal Year Amount ------------- -------- --------------------- ----------- 1993 $11,500,000 1994 $21,000,000 1995 $25,000,000 1996 $20,000,000 1997 $12,000,000 1998 $17,500,000 12,000,000 1999 $25,000,000 15,000,000 2000 and thereafter $15,000,000 ; provided, provided that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted to be made during any -------- fiscal year (and not carried over from a prior fiscal year) and not made during such fiscal year pursuant to clause (ii) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in and expended during the next succeeding fiscal ------ year, year and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be first deemed made, first, made in respect of amounts carried over from the prior fiscal year and then deemed made in respect of amounts permitted for ----- such fiscal year as provided above and, second, in respect of amounts carried ------ over from the prior fiscal year pursuant to subclause (i) above, (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8year."

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any ---------------------------------- Capital Expenditure, except (a) Capital Expenditures of the Borrower Details and its Subsidiaries in the ordinary course of business not exceeding in any fiscal year of the Borrower set forth below not exceeding Details the amount set forth below opposite such fiscal yearyear (the "Base CapEx Amount") plus ----------------- ---- the then unused Permitted Expenditure Amount: Fiscal Year Base CapEx Amount ------------- -------- ----------- ----------------- 1998 $17,500,000 20,000,000 1999 $20,000,000 2000 $22,500,000 2001 $25,000,000 2000 and thereafter 2002 $15,000,000 ; provided, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in the next succeeding fiscal ------ year, (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts 27,500,000 2003 $30,000,000 2004 $30,000,000 2005 $32,500,000 Amount permitted for ----- such fiscal year as provided above and, second, in respect ------ of amounts any portion of such Base CapEx Amount carried ------ over from the prior fiscal year pursuant to subclause (i) above; provided, (b) further, that notwithstanding the -------- ------- foregoing, Details and its Subsidiaries may make Capital Expenditures (which Capital Expenditures shall not be included in the amount of Capital Expenditures permitted to be made pursuant to this Section 7.7 without giving effect to this second proviso) with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8Amounts.

Limitation on Capital Expenditures. (a) Make or commit to make any ---------------------------------- Capital Expenditure, Expenditure except (a) Capital Expenditures of the Borrower and its Subsidiaries for expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries during any fiscal year period of two consecutive calendar quarters ending at the end of the Borrower calendar quarters set forth below not exceeding below, the amount set forth below opposite such fiscal yearcalendar quarter below: Fiscal Year Calendar Quarter Amount ------------- -------- 1998 ---------------- ------ 2002 4th $17,500,000 1999 13,400,000 2003 2nd $25,000,000 2000 45,000,000 4th $47,000,000 2004 2nd $50,400,000 4th $52,600,000 2005 2nd $54,800,000 4th $57,200,000 2006 2nd $57,200,000 4th $59,800,000 2007 2nd $57,200,000 4th $59,800,000 2008 2nd $57,200,000 ; provided that 100% of any amount not used in any period of two consecutive calendar quarters may be carried forward only into the next succeeding period of two consecutive calendar quarters (except that with respect to the last two calendar quarters in 2002, the amount permitted to be carried over to the first two calendar quarters of 2003 shall be the sum of (i) the unused amount for the period of the last two calendar quarters of 2002 and thereafter (ii) $15,000,000 10,700,000); provided, further, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in the next succeeding fiscal ------ year, (ii) Capital Expenditures made pursuant to this clause (a) Section during any fiscal year such period shall be deemed made, first, in respect of amounts permitted for ----- such fiscal year period as provided above and, second, in respect of amounts carried ------ over from the prior fiscal year period pursuant to subclause (i) the proviso above, . (b) In addition to the Capital Expenditures made permitted pursuant to paragraph (a) of this subsection 11.8, to the extent such proceeds are not otherwise utilized pursuant to the penultimate paragraph of subsection 11.9, Borrower and its Subsidiaries may make additional Capital Expenditures (which shall not be counted in the limitations set forth in paragraph (a) of this subsection 11.8) consisting of the investment of the Net Cash Proceeds not required to be applied to prepay the Term Loans or cash collateralize Letters of Credit pursuant to subsection 5.3, including (x) with respect to the investment of proceeds of any Reinvestment Deferred Amount, the insurance and condemnation proceeds not required to prepay the Term Loans pursuant to subsection 5.3(e) and (y) with respect to the investment of proceeds of the sale of assets which are permitted pursuant to subsection 11.6 (c) Notwithstanding the foregoing, in no event shall Capital Expenditures be made by Holdings (other than in any fiscal year made connection with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions an Investment permitted under Section 7.8subsection 11.9).

Limitation on Capital Expenditures. Make or commit to make (by ---------------------------------- way of the acquisition of securities of a Person or otherwise) any ---------------------------------- Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding in any fiscal year of the Borrower set forth below not exceeding the amount set forth below opposite such fiscal yearyear (the "Base CapEx Amount") ----------------- plus the then unused Permitted Expenditure Amount: ---- Fiscal Year Base CapEx Amount ------------- -------- ----------- ----------------- Closing Date through December 31, 1997 $3,000,000 1998 $17,500,000 7,500,000 1999 $25,000,000 7,500,000 2000 and thereafter $15,000,000 ; 7,500,000 2001 $8,500,000 2002 $8,500,000 2003 $9,500,000 2004 $9,500,000 provided, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if the Base CapEx Amount not so expended in the -------- fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in the next succeeding fiscal ------ year, and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts the Base CapEx Amount ----- permitted for ----- such fiscal year as provided above and, second, in respect of amounts any ------ portion of such Base CapEx Amount carried ------ over from the prior fiscal year pursuant to subclause (i) above; provided, (b) further, that notwithstanding the -------- ------- foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures shall not be included in the amount of Capital Expenditures permitted to be made pursuant to this Section 7.7 without giving effect to this second proviso) with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8Amounts.

Limitation on Capital Expenditures. (a) Make or commit to make any ---------------------------------- Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries for expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries during any of the fiscal year years of the Borrower set forth below not exceeding (or, with respect to the first such fiscal year only, the period from the Closing Date to the end of such fiscal year) the amount set forth below opposite such fiscal yearyear below: Fiscal Year Amount ------------- -------- ----------- ------ 1997 $21,000,000 1998 $17,500,000 21,500,000 1999 $25,000,000 22,000,000 2000 and thereafter $15,000,000 22,500,000 ; provided, provided that (i) up to 50each year after the year 2000, the limitation set forth in this clause (a) shall increase by $500,000 per year and (ii) the lesser of (A) 100% of any such amount referred to above (without -------- giving effect to not used in any additional Capital Expenditures permitted during such fiscal year pursuant to clause and (iiB) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), $10,000,000 may be carried over for expenditure in forward only into the next succeeding fiscal ------ year. (b) In addition to the Capital Expenditures permitted pursuant to paragraph (a) of this Section 8.8, to the extent such proceeds are not otherwise utilized pursuant to the last paragraph of Section 8.9 or 8.9(l), the Borrower and its Subsidiaries may make additional Capital Expenditures (which shall not be counted in the limitations set forth in paragraph (a) of this Section 8.8) as follows: (i) Capital Expenditures consisting of the investment of Net Cash Proceeds not required to be applied to prepay the Loans pursuant to Section 2.10, and (ii) Capital Expenditures made consisting of the investment of Excess Cash Flow generated during prior fiscal years (beginning with Excess Cash Flow generated in the fiscal year ended in September 1997 but, in each case, including the retained portion of Excess Cash Flow for only those periods where the Excess Cash Flow payment has theretofore occurred) and not required to be applied to prepay the Loans pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts permitted for ----- such fiscal year as provided above and, second, in respect of amounts carried ------ over from the prior fiscal year pursuant to subclause (i) above, (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.82.10.

Limitation on Capital Expenditures. Make or commit to make ---------------------------------- (by way of the acquisition of securities of a Person or otherwise) any ---------------------------------- Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not ***rename to exa 20*** exceeding in any fiscal year of the Borrower set forth below not exceeding the amount set forth below opposite such fiscal yearyear (the "Base CapEx Amount") plus the then unused ----------------- ---- Permitted Expenditure Amount: Fiscal Year Base CapEx Amount ------------- -------- ----------- ----------------- Closing Date through December 31, 1997 $3,000,000 1998 $17,500,000 7,500,000 1999 $25,000,000 7,500,000 2000 and thereafter $15,000,000 7,500,000 2001 $8,500,000 2002 $8,500,000 2003 $9,500,000 2004 $9,500,000 ; provided, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if the Base CapEx Amount not so expended in the -------- fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in the next succeeding fiscal ------ year, and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts the Base CapEX Amount ----- permitted for ----- such fiscal year as provided above and, second, in respect of amounts any ------ portion of such Base CapEx Amount carried ------ over from the prior fiscal year pursuant to subclause (i) above; provided, (b) further, that notwithstanding the -------- ------- foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures shall not be included in the amount of Capital Expenditures permitted to be made pursuant to this Section 7.7 without giving effect to this second proviso) with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8Amounts.

Limitation on Capital Expenditures. (a) Make or commit to make any ---------------------------------- Capital Expenditure, Expenditure except (a) Capital Expenditures of the Borrower and its Subsidiaries for expenditures in the ordinary course of business not exceeding, in the aggregate for US Borrower and its Subsidiaries during any of the fiscal years of US Borrower set forth below the amount set forth opposite such fiscal year below: Fiscal Year Amount ----------- ------ 1999 $ 140,000,000 2000 $ 130,000,000 2001 $ 130,000,000 2002 $ 110,000,000 2003 $ 110,000,000 2004 $ 110,000,000 ; provided that 100% of any amount not used in any fiscal year of the Borrower set forth below not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Amount ------------- -------- 1998 $17,500,000 1999 $25,000,000 2000 and thereafter $15,000,000 ; provided, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in forward only into the next succeeding fiscal ------ year, ; (iib) In addition to the Capital Expenditures made permitted pursuant to this clause paragraph (a) during any fiscal year of this subsection 8.8, the US Borrower may spend additional Capital Expenditures (which shall not be deemed made, first, counted in respect the limitations set forth such paragraph) of amounts $16,000,000 to build a new facility in the United States of America. (c) In addition to the Capital Expenditures permitted for ----- such fiscal year as provided above and, second, in respect of amounts carried ------ over from the prior fiscal year pursuant to subclause paragraphs (ia) above, and (b) of this subsection 8.8, to the extent such proceeds are not otherwise utilized pursuant to the last paragraph of subsection 8.9 or 8.9(k), US Borrower and its Subsidiaries may make additional Capital Expenditures made with (which shall not be counted in the proceeds limitations set forth in paragraph (a) of any Reinvestment Deferred Amount, this subsection 8.8) consisting of the investment of Excess Cash Flow generated during prior fiscal years (cin each case including the retained portion of Excess Cash Flow for only those periods where the respective Excess Cash Flow payment has theretofore occurred) Capital Expenditures in any fiscal year made with and not required to be applied to prepay the then unused Permitted Expenditure Amounts and Term Loans pursuant to subsection 2.10. 108 102 (d) Notwithstanding the foregoing, in no event shall Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8be made by Holdings.

Limitation on Capital Expenditures. Make Beginning with the fiscal year of the Company ending December 31, 2021, the Company will not make, or commit permit any of its Restricted Subsidiaries to make make, any ---------------------------------- Capital Expenditure, except Expenditures other than (ai) Capital Expenditures funded with the proceeds of Asset Dispositions (for purposes of this Section 4.16, to be defined as an “Asset Disposition” under Section 1.01 but without giving effect to any exceptions to or exclusions from such definition pursuant to the Borrower second paragraph of such definition) in accordance with Section 4.10(b)(3) hereof, (ii) Capital Expenditures funded with the proceeds of Equity Offerings and (iii) Capital Expenditures that would not cause the aggregate of all Capital Expenditures made by the Company and its Restricted Subsidiaries in pursuant to this clause (iii) (which shall not, for the ordinary course avoidance of business doubt, include any Capital Expenditures funded pursuant to clauses (i) or (ii)) in any fiscal year of the Borrower set forth below not exceeding Company to exceed an aggregate amount (“CapEx Cap”) equal to $100.0 million; provided that if the Capital Expenditures of the Company and its Restricted Subsidiaries for the fiscal year of the Company ending December 31, 2020 (the “2020 CapEx Amount”) are less than $135.0 million, then the CapEx Cap for the fiscal year of the Company ending December 31, 2021 shall be increased by the amount set forth below opposite of such difference between $135.0 million and 2020 CapEx Amount (provided that in no event shall the amount of such increase exceed $20.0 million); provided, further that, notwithstanding the foregoing, the CapEx Cap shall not apply to any fiscal year during which the Leverage Ratio of the Company and its Restricted Subsidiaries is less than or equal to 2.00 to 1.00 on the last day of such fiscal year: Fiscal Year Amount ------------- -------- 1998 $17,500,000 1999 $25,000,000 2000 and thereafter $15,000,000 ; provided, that (i) up to 50% of any such amount referred to above (without -------- giving effect to any additional Capital Expenditures permitted during such fiscal year pursuant to clause (ii) below), if not so expended in the fiscal year for which it is permitted (as to such fiscal year, the "CapEx Carryforward ------------------ Amount"), may be carried over for expenditure in the next succeeding fiscal ------ year, (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts permitted for ----- such fiscal year as provided above and, second, in respect of amounts carried ------ over from the prior fiscal year pursuant to subclause (i) above, (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, (c) Capital Expenditures in any fiscal year made with the then unused Permitted Expenditure Amounts and (d) Capital Expenditures attributable to all or a portion of the cost of Acquisitions and Subsidiary Acquisitions permitted under Section 7.8.