Common use of Limitation on Capital Expenditures Clause in Contracts

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) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 $6,500,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; provided, that (i) 100% of any such amount not so expended in the fiscal year for which it is permitted, 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 carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted pursuant to Section 7.8.

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: except (a) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business in any fiscal year of the Borrower not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures Amount ----------- -------------------- ------ 2002 $ 8,500,000 2003 $ 9,000,000 2004 $6,500,000 10,000,000 2005 8,500,000 $12,000,000 2006 8,500,000 $12,000,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 $12,000,000 ; provided, that (i) 100up 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 permittedpermitted (as to such fiscal year, the "CapEx Carryforward Amount"), may be carried over for expenditure in the next succeeding fiscal year and 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 andabove, second, in respect of amounts permitted for such fiscal year as provided above; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted pursuant to Section 7.8.any Reinvestment Deferred Amount,

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: except (a) in Capital Expenditures made with the proceeds of any fiscal yearReinvestment Deferred Amount, (b) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding $50,000,000 for any fiscal year of the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 $6,500,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 Borrower; provided, that (i) 100% up to $10,000,000 of any such amount referred to above in this clause (b), if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause (ab) 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 and, second, in respect of amounts permitted for such fiscal year as provided above; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) upon the repayment in full of the Existing Convertible Notes and the Term Loans, and subject to the Consolidated Liquidity being not less than $50,000,000 after giving effect to such Capital Expenditure, the Borrower may make Capital Expenditures permitted pursuant in an aggregate amount for any fiscal year not to Section 7.8exceed $80,000,000.

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) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures FISCAL YEAR CAPITAL EXPENDITURES ----------- -------------------- 2004 $6,500,000 2005 8,500,000 FISCAL YEAR CAPITAL EXPENDITURES ----------- -------------------- 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; providedPROVIDED, that (i) 100% of any such amount not so expended in the fiscal year for which it is permitted, 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, firstFIRST, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, secondSECOND, in respect of amounts permitted for such fiscal year as provided above; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted pursuant to Section 7.8.

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: except (a) in any fiscal year, Capital Expenditures of the Borrower Parent and its Subsidiaries not exceeding (i) $30,000,000 in the ordinary course of business not exceeding the amount set forth below opposite such 2006 fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 , and (ii) $6,500,000 2005 8,500,000 2006 8,500,000 30,000,000 per fiscal year in the case of fiscal years 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 through 2012; provided, that (A) up to 50% of such amount referred to in clause (i) 100above, if not so expended in the 2006 fiscal year, may be carried over for expenditure in the 2007 fiscal year, and (B) up to 50% of any such amount amounts referred to in clause (ii) above, if not so expended in the fiscal year for which it is permitted, 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 carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; above and second, in respect of amounts carried over from the prior fiscal year, (b) in addition Capital Expenditures made, subject to the conditions set forth in Section 2.13(l) with any amounts permitted by clause (a) above, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted to be used pursuant to Section 7.8such Section.

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: except (a) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding exceeding, for any fiscal year set forth below, the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures Amount ----------- -------------------- ------- 1999 $5,500,000 2000 $6,000,000 2001 $6,500,000 2002 $7,000,000 2003 $7,000,000 2004 $6,500,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; 7,000,000 provided, that (i) 100% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and 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 in the table above and second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, and (iii) the Borrower may make additional Capital Expenditures during FY 1999 in respect the form of amounts permitted for such fiscal year as provided above; Capital Lease Obligations in an aggregate amount not exceeding $500,000 and (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted pursuant to Section 7.8any Reinvestment Deferred Amount.

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: except (a) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business in any fiscal year of the Borrower not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 $6,500,000 2005 8,500,000 $ 10,000,000 2006 8,500,000 $ 10,000,000 2007 9,500,000 $ 10,000,000 2008 11,000,000 $ 10,000,000 2009 13,000,000 $ 10,000,000 2010 14,000,000 $ 10,000,000 2011 16,000,000 $ 10,000,000 2012 $ 10,000,000 ; provided, that (i) 100up 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 permittedpermitted (as to such fiscal year, the “CapEx Carryforward Amount”), may be carried over for expenditure in the next succeeding fiscal year and 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 andabove, second, in respect of amounts permitted for such fiscal year as provided above; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and 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 pursuant to under Section 7.8.

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: except (a) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding exceeding, for any fiscal year set forth below, the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures Amount ----------- -------------------- ------ 1999 $5,500,000 2000 $6,000,000 2001 $6,500,000 2002 $7,000,000 2003 $7,000,000 2004 $6,500,000 7,000,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; $7,000,000 provided, that (i) 100% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and 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 in the table above and second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, and (iii) the Borrower may make additional Capital Expenditures during FY 1999 in respect the form of amounts permitted for such fiscal year as provided above; Capital Lease Obligations in an aggregate amount not exceeding $500,000 and (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted pursuant to Section 7.8any Reinvestment Deferred Amount.

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: except (a) in any fiscal year, Capital Expenditures (excluding Capital Expenditures referred to in clauses (b) and (c) of this Section 7.7) of the Borrower and its Subsidiaries in the ordinary course of business not exceeding the amount set forth below opposite such $45,000,000 per fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 $6,500,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; provided, that (i) 100up to 50% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, 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 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 andabove, second, in respect of amounts permitted for such fiscal year as provided above; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower any Reinvestment Deferred Amount and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted made with Available Cash to the extent such Available Cash has not been used to make Investments pursuant to Sections 7.8(i), (l), (m) or (p) or Restricted Payments pursuant to Sections 7.6(d) or (f), or to pay, prepay, repurchase, redeem or defease the Senior Subordinated Notes pursuant to Section 7.87.9(a).

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: except (a) in any fiscal year, Capital Expenditures of the Borrower Borrowers and its their Subsidiaries in the ordinary course of business during 1998 or during any fiscal year thereafter in amount not exceeding in any fiscal year set forth below the amount set forth below opposite such fiscal yearyear below: Fiscal Year Capital Expenditures Amount ----------- -------------------- ------ 1999 $19,000,000 2000 $23,000,000 2001 $23,000,000 2002 $12,000,000 2003 $12,000,000 2004 $6,500,000 7,500,000 2005 8,500,000 $7,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; $8,000,000 provided, that (i) 100up to 50% of any such amount referred to above, if not so expended in the fiscal year for which it is permittedpermitted (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 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 and, second, in respect of amounts permitted for such fiscal year as provided above; and (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted pursuant to Section 7.8any Reinvestment Deferred Amount.

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: except (a) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding in any fiscal year of the Borrower the amount set forth below opposite such fiscal year: Fiscal Year Maximum Capital Expenditures ----------- -------------------- ---------------------------- 2000 $18,500,000 2001 $20,000,000 2002 $26,000,000 2003 $25,000,000 2004 $6,500,000 20,000,000 2005 8,500,000 $20,000,000 2006 8,500,000 $30,000,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; $30,000,000 provided, that (i) 100up to 50% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year ("Capital Expenditure Carry Forward") and (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; above and second, in respect of any Capital Expenditure Carry Forward, (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and any Reinvestment Deferred Amount, (c) Capital Expenditures permitted pursuant made with the proceeds of Excess Cash Flow remaining after giving effect to any mandatory prepayments required by Section 7.82.12(c) and (d) Capital Expenditures made with the proceeds of any capital contribution by Holdings to the Borrower.

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: except (a) in any fiscal year, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business in any fiscal year of the Borrower not exceeding the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 $6,500,000 2005 8,500,000 $ 10,000,000 2006 8,500,000 $ 10,000,000 2007 9,500,000 $ 13,000,000 2008 11,000,000 $ 13,000,000 2009 $ 13,000,000 2010 14,000,000 $ 13,000,000 2011 16,000,000 $ 13,000,000 2012 $ 13,000,000 ; provided, that (i) 100up 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 permittedpermitted (as to such fiscal year, the “CapEx Carryforward Amount”), may be carried over for expenditure in the next succeeding fiscal year and 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 andabove, second, in respect of amounts permitted for such fiscal year as provided above; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and 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 pursuant to under Section 7.8.

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: except (a) in any for each fiscal yearperiod set forth below, Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding the amount set forth below opposite such fiscal yearperiod: Fiscal Year Period Capital Expenditures ----------- -------------------- 2004 (millions) ------ ------------------------------- Closing Date - 06/30/00 $6,500,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 150 07/01/00 - 06/30/01 $150 07/01/01 - 06/30/02 $100 07/01/02 - 06/30/03 $100 07/01/03 - 06/30/04 $100 07/01/04 - 06/30/05 $100 ; provided, provided that (i) up to 100% of any such amount referred to above, if not so -------- expended in the fiscal year for which it is permitted, 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 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 and, second, in respect of amounts permitted for such fiscal year as provided above; and (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made with the proceeds of the Borrower and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted pursuant to Section 7.8any Reinvestment Deferred Amount.

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) in any fiscal year, except Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding the amount set forth below opposite such $10,000,000 per fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 $6,500,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 ; provided, PROVIDED that (i) up to 100% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and year; (ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, firstFIRST, 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 clause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; ; and (biii) in addition to the amounts permitted by clause (a) aboveaddition, Capital Expenditures of the Borrower and its Subsidiaries shall be permitted to make Capital Expenditures during the term of this Agreement in the ordinary course of business an amount not exceeding an aggregate (x) 50% of $2,000,000 in the aggregate from Net Cash Proceeds of any issuance and sale of Capital Stock (other than Disqualified Stock) by the Borrower after the Closing Date; and , if such Net Cash Proceeds are used within 365 days from receipt thereof to pay for such Capital Expenditures, and (cy) Capital Expenditures permitted pursuant to Section 7.8the proceeds of any Reinvestment Deferred Amount.

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: except (a) in any fiscal year, Capital Expenditures of the Parent Borrower and its Subsidiaries in the ordinary course of business not exceeding $45,000,000 in any fiscal year of the amount set forth below opposite such fiscal year: Fiscal Year Capital Expenditures ----------- -------------------- 2004 $6,500,000 2005 8,500,000 2006 8,500,000 2007 9,500,000 2008 11,000,000 2009 13,000,000 2010 14,000,000 2011 16,000,000 Parent Borrower; provided, that (i) 100up to 50% of any such amount referred to above, if not so expended in the fiscal year for which it is permitted, 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 carried over from the prior fiscal year pursuant to subclause (i) above and, second, in respect of amounts permitted for such fiscal year as provided above; ; (b) in addition to the amounts permitted by clause (a) above, Capital Expenditures made pursuant to an Asset Swap or with the proceeds of the Borrower any Reinvestment Deferred Amount, any Unapplied Excess Cash Flow or any Contributed Equity; and its Subsidiaries in the ordinary course of business not exceeding an aggregate of $2,000,000 in the aggregate from the Closing Date; and (c) Capital Expenditures permitted Permitted Investments and investments made pursuant to Section 7.87.8(p) to the extent constituting Capital Expenditures.