Common use of Limitation on Capital Expenditures Clause in Contracts

Limitation on Capital Expenditures. Make any Capital Expenditures of the Borrower or any Subsidiary in the ordinary course of business for any fiscal year of Holdings (or, for the fiscal year in which the Closing Date occurs, the period from the Closing Date to the end of such fiscal year) ending with the last day of any fiscal year set forth below to exceed the amount set forth below opposite such fiscal year of Holdings: provided, however, that (a) up to 25% of any such amount specified above for any such fiscal year may be used in the immediately preceding fiscal year, in which case the amount specified above for such fiscal year shall be reduced by the amount used in the prior year, (b) any such amount specified above for any such fiscal year, if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the immediately following fiscal year and not in any subsequent fiscal year (the “Capital Expenditure Carryover Amount”), (c) any Capital Expenditures made in a particular fiscal year shall first be deemed to have been made with the portion of Capital Expenditures permitted for such fiscal year before the Capital Expenditure Carryover Amount is applied to such fiscal year, and (d) with respect to any unused amounts for the 2020 fiscal year, the Capital Expenditure Carryover Amount shall not exceed 50% of the unused amount for the 2020 fiscal year, and no portion of the Capital Expenditures amount with respect to the 2021 fiscal year may be added to the amount with respect to the 2020 fiscal year.

Limitation on Capital Expenditures. Make any Permit the aggregate amount of Capital Expenditures of the Borrower or any Subsidiary made in the ordinary course of business for any fiscal year of Holdings (or, for the fiscal year in which the Closing Date occurs, the period from the Closing Date to the end of such fiscal year) ending with the last day of any fiscal year set forth below below, to exceed the amount set forth below opposite such fiscal year of Holdingsbelow: Fiscal Year 2012 $ 80.0 million Fiscal Year 2013 $ 80.0 million Fiscal Year 2014 $ 80.0 million Fiscal Year 2015 $ 80.0 million ; provided, however, that (ax) up to 25% if the aggregate amount of Capital Expenditures made in any such amount specified above for any such fiscal year may shall be used in less than the immediately preceding fiscal year, in which case the maximum amount specified above of Capital Expenditures permitted under this Section 6.10(c) for such fiscal year shall (before giving effect to any carryover), then an amount of such shortfall not exceeding 100% of such maximum amount (without giving effect to clause (z) below) may be reduced by added to the amount used in of Capital Expenditures permitted under this Section 6.10(c) for the prior immediately succeeding (but not any other) fiscal year, (by) in determining whether any such amount specified above is available for any such fiscal yearcarryover, if not the amount expended in the fiscal year for which it is permitted, may be carried over for expenditure in the immediately following fiscal year and not in any subsequent fiscal year (the “Capital Expenditure Carryover Amount”), (c) any Capital Expenditures made in a particular fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover) and (z) the amount set forth in the table above for any period may be increased in an amount not to exceed the then Cumulative Growth Amount designated for Capital Expenditures for such period during such period. Notwithstanding anything to the contrary contained herein, in the event that Borrower and its Subsidiaries have been made with Capital Expenditures in any fiscal year of the portion Borrower in an amount equal to the maximum aggregate amount permitted to be made by Borrower its Subsidiaries during such fiscal year, the Borrower and its Subsidiaries may utilize up to 25% of the applicable permitted scheduled Capital Expenditures amount as set forth above in this clause (c) for the immediately succeeding fiscal year of the Borrower (the “Carry-Back Amount”) to make additional Capital Expenditures in the then current fiscal year of the Borrower (which shall reduce the base amount of Capital Expenditures permitted for to be made in such succeeding fiscal year before by the Capital Expenditure Carryover Carry-Back Amount is applied to such fiscal year, and (d) with respect to any unused amounts for the 2020 fiscal year, the Capital Expenditure Carryover Amount shall not exceed 50% of the unused amount for the 2020 fiscal year, and no portion of the Capital Expenditures amount with respect to the 2021 fiscal year may be added to the amount with respect to the 2020 fiscal yearso utilized).

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure, except Capital Expenditures of the Borrower or any Subsidiary Company and its Subsidiaries in the ordinary course of business not exceeding $75,000,000 in the aggregate for the Company and its Subsidiaries during any fiscal year of Holdings (or, for the fiscal year in which the Closing Date occurs, the period from the Closing Date to the end of such fiscal year) ending with the last day of any fiscal year set forth below to exceed the amount set forth below opposite such fiscal year of Holdings: provided, however, ; provided that (ai) up to 25% of any such amount specified above for any such fiscal year may be used in the immediately preceding fiscal year, in which case the amount specified above for such fiscal year shall be reduced by the amount used in the prior year, (b) any such amount specified above for any such fiscal yearreferred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the immediately following next succeeding fiscal year, (ii) up to 25% of the amount referred to above for any fiscal year and not may be expended in any subsequent the immediately prior fiscal year (the “Capital Expenditure Carryover Amount”), but any amount so expended in any such prior fiscal year may not be expended in such fiscal year) and (ciii) any Capital Expenditures made in a particular pursuant to this Section during any fiscal year shall first be deemed to have been made with the portion made, first, in respect of Capital Expenditures amounts permitted for such fiscal year before as provided above and, second, in respect of amounts carried over from the Capital Expenditure Carryover Amount is applied prior fiscal year pursuant to such fiscal yearsubclause (i) above; and provided, and (d) with respect to any unused amounts for the 2020 fiscal yearfurther, the Capital Expenditure Carryover Amount shall not exceed 50that no more than 20% of the unused amount for the 2020 fiscal year, and no portion of the Capital Expenditures amount with respect to the 2021 in any fiscal year may be added incurred for expenditures not related to the amount Company's and its Subsidiaries' core CLEC switched access business as conducted as of the Closing Date and similar or related businesses. Notwithstanding the foregoing limitations, the Company and its Subsidiaries may make Capital Expenditures with respect to (i) the 2020 fiscal yearproceeds of any Reinvestment Deferred Amount received in connection with a Recovery Event and (ii) the Available Amount at the time any such Capital Expenditure is made.

Limitation on Capital Expenditures. Make or commit to make any Capital Expenditures Expenditure in any fiscal year, in an aggregate amount in excess of the Borrower or any Subsidiary in the ordinary course of business for any fiscal year of Holdings (or, for the fiscal year in which the Closing Date occurs, the period from the Closing Date to the end of such fiscal year) ending with the last day of any fiscal year set forth below to exceed the corresponding amount set forth below opposite such fiscal year of Holdingsyear: YEAR AMOUNT 2006 $ 75,000,000 2007 $ 75,000,000 2008 $ 80,000,000 2009 $ 85,000,000 2010 $ 90,000,000 2011 $ 90,000,000 provided, however, that (aA) up to 2550% of any such amount specified above for any such fiscal year may be used in the immediately preceding fiscal year, in which case the amount specified above for such fiscal year shall be reduced by the amount used in the prior year, (b) any such amount specified above for any such fiscal yearreferred to above, if not so expended in cash in the fiscal year for which it is permitted, may be carried over for expenditure in the immediately following next succeeding fiscal year and not in any subsequent fiscal year (the “Capital Expenditure Carryover Amount”)only, (cB) any Capital Expenditures made in a particular during any fiscal year shall first be deemed to have been made with the portion made, first, in respect of Capital Expenditures amounts permitted for such fiscal year before as provided above, second, in respect of amounts carried over from the Capital Expenditure Carryover Amount is applied prior fiscal year pursuant to such fiscal yearclause (A) above, and third, in respect of Reinvestment Deferred Amounts from Asset Sales, and (dC) the amounts set forth above may be increased from time to time by Supplemental Capital Expenditures and any such increase shall be set forth in a supplement to this Agreement; provided, however that (i) the aggregate amount of all such Supplemental Capital Expenditures for any fiscal year shall not exceed $20,000,000 and (ii) the aggregate amount of all such Supplemental Capital Expenditures shall not exceed the sum of (a) $50,000,000 plus (b) an amount equal to 20% of aggregate Excess Cash Flow from the Closing Date through the end of the most recently ended fiscal year (following the Closing Date) provided that financial statements for such fiscal year have been delivered in accordance with Section 7.1(a). Notwithstanding the foregoing, the Loan Parties may make additional Capital Expenditures in any fiscal year in excess of the amounts set forth above with (i) Permitted Payments and (ii) Reinvestment Deferred Amounts (subject to the order of application set forth above with respect to any unused amounts Reinvestment Deferred Amounts for the 2020 fiscal year, the Capital Expenditure Carryover Amount shall not exceed 50% of the unused amount for the 2020 fiscal year, and no portion of the Capital Expenditures amount with respect to the 2021 fiscal year may be added to the amount with respect to the 2020 fiscal yearAsset Sales).

Limitation on Capital Expenditures. Make any Capital Expenditures of the Borrower or any Subsidiary in the ordinary course of business for any fiscal year of Holdings (or, for the fiscal year in which the Closing Date occurs, the period from the Closing Date to the end of such fiscal year) ending with the last day of any fiscal year set forth below to exceed the amount set forth below opposite such fiscal year of Holdings: Fiscal Year Capital Expenditures From the Closing Date to December 31, 2020 $ 6,000,000 2021 $ 4,000,000 2022 $ 10,000,000 2023 $ 6,500,000 2024 $ 2,000,000 2025 $ 2,000,000 provided, however, that (a) up to 25% of any such amount specified above for any such fiscal year may be used in the immediately preceding fiscal year, in which case the amount specified above for such fiscal year shall be reduced by the amount used in the prior year, (b) any such amount specified above for any such fiscal year, if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the immediately following fiscal year and not in any subsequent fiscal year (the “Capital Expenditure Carryover Amount”), (c) any Capital Expenditures made in a particular fiscal year shall first be deemed to have been made with the portion of Capital Expenditures permitted for such fiscal year before the Capital Expenditure Carryover Amount is applied to such fiscal year, and (d) with respect to any unused amounts for the 2020 fiscal year, the Capital Expenditure Carryover Amount shall not exceed 50% of the unused amount for the 2020 fiscal year, and no portion of the Capital Expenditures amount with respect to the 2021 fiscal year may be added to the amount with respect to the 2020 fiscal year.

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 or any Subsidiary and its Subsidiaries in the ordinary course of business not exceeding by more than $3,000,000 the Permitted Capital Expenditure Amount for any such fiscal year of Holdings and (or, for the fiscal year in which the Closing Date occurs, the period from the Closing Date to the end of such fiscal yearb) ending Capital Expenditures made with the last day proceeds of any Reinvestment Deferred Amount, provided that the aggregate amount of Capital Expenditures made pursuant to this clause (b) during any fiscal year set forth below to shall not exceed the amount set forth below opposite such fiscal year of Holdingsbelow: providedFiscal Year Amount ----------- ------ 1999 $10,000,000 2000 3,000,000 2001 3,000,000 2002 and thereafter 3,000,000, however, provided that (a) up to 25% of any such amount specified above if the Reinvestment Deferred Amount for any such fiscal year may be used set forth in the immediately preceding fiscal year, in which case table above arising out of Asset Sales shall be less than the amount specified set forth above for such fiscal year shall be reduced by the amount used in the prior year, an amount equal to the lesser of (bi) any such amount specified above for any such fiscal year, if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the immediately following fiscal year and not in any subsequent fiscal year (the “Capital Expenditure Carryover Amount”), (c) any Capital Expenditures made in a particular fiscal year shall first be deemed to have been made with the portion of Capital Expenditures permitted for such fiscal year before the Capital Expenditure Carryover Amount is applied to such fiscal year, difference and (dii) with respect to any unused amounts for the 2020 fiscal year, the Capital Expenditure Carryover Amount $3,000,000 shall not exceed 50% of the unused amount for the 2020 fiscal year, and no portion of the Capital Expenditures amount with respect to the 2021 fiscal year may be added to the amount with respect set forth above for the succeeding fiscal year for the purposes of the immediately preceding proviso (but not for the purposes of this proviso). Anything in this Section to the 2020 contrary notwithstanding, (x) if during any fiscal yearyear the amount of Capital Expenditures by the Borrower and its Subsidiaries (other than Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount) shall exceed the Permitted Capital Expenditure Amount for such fiscal year by up to the $3,000,000 amount permitted by clause (a) of the preceding sentence, the Permitted Capital Expenditure Amount for the succeeding fiscal year shall be automatically reduced by an amount equal to such excess and (y) in no event may the aggregate amount of Capital Expenditures during fiscal years 1999 through 2002 exceed $173,500,000."