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 Expenditures (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower, the amount set forth opposite the applicable Leverage Ratio (determined on the last day of the prior fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 provided, that (i) if at the end of any fiscal year of the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds the aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries on a consolidated basis during such fiscal year (the amount of such excess being referred to herein as the "Excess Amount"), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the succeeding fiscal year (and only in such succeeding fiscal year) in an aggregate amount equal to the Excess Amount and (ii) Capital Expenditures made pursuant to this subsection 6.8 during any fiscal year shall be deemed made first, in respect of amounts permitted for such fiscal year as provided above (without giving effect to amounts carried over from the prior fiscal year pursuant to clause (i) above) and second, in respect of the Excess Amount carried over from the prior fiscal year pursuant to clause (i) above.

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditures Expenditure, except (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operationsa) except for Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding, in exceeding by more than $3,000,000 the aggregate Permitted Capital Expenditure Amount for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower, the amount set forth opposite the applicable Leverage Ratio (determined on the last day of the prior fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 provided, that (i) if at the end of any fiscal year of the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds and (b) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, provided that the aggregate amount of Capital Expenditures made or incurred pursuant to this clause (b) during any fiscal year set forth below shall not exceed the amount set forth opposite such fiscal year below: Fiscal Year Amount ----------- ------ 1999 $10,000,000 2000 3,000,000 2001 3,000,000 2002 and thereafter 3,000,000, provided that if the Reinvestment Deferred Amount for any fiscal year set forth in the table above arising out of Asset Sales shall be less than the amount set forth above for such fiscal year, an amount equal to the lesser of (i) such difference and (ii) $3,000,000 shall be added to the amount 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 contrary notwithstanding, (x) if during any fiscal year the amount of Capital Expenditures by the Borrower and its Subsidiaries on a consolidated basis during (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 amount of such excess being referred to herein as the "Excess Amount")preceding sentence, the Borrower and its Subsidiaries shall be entitled to make additional Permitted Capital Expenditures in Expenditure Amount for the succeeding fiscal year (and only in such succeeding fiscal year) in shall be automatically reduced by an aggregate amount equal to the Excess Amount such excess and (iiy) in no event may the aggregate amount of Capital Expenditures made pursuant to this subsection 6.8 during any fiscal year shall be deemed made first, in respect of amounts permitted for such fiscal year as provided above (without giving effect to amounts carried over from the prior fiscal year pursuant to clause (i) above) and second, in respect of the Excess Amount carried over from the prior fiscal year pursuant to clause (i) aboveyears 1999 through 2002 exceed $173,500,000."

Limitation on Capital Expenditures. Make or commit to make (by way any Capital Expenditure, except Capital Expenditures of the acquisition of securities of a Person or otherwise) any Capital Expenditures (excluding any such asset acquired in connection with normal replacement Company and maintenance programs properly charged to current operations) except for Capital Expenditures its Subsidiaries in the ordinary course of business in an aggregate amount not exceedingexceeding (a) $120,000,000 in fiscal year 2000, (b) $25,000,000 in the aggregate fiscal year 2001 and (c) for the Borrower and its Subsidiaries during any of the each fiscal years of the Borroweryear thereafter, the amount set forth below opposite the applicable Leverage Ratio (determined on the last day of the prior such fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount Greater than or equal to 3.00:1.00 : Fiscal Year Capital Expenditures ----------- -------------------- 2002 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 25,000,000 2003 $4,000,000 Less than 2.5:1.00 25,000,000 2004 $4,250,000 provided, 35,000,000 2005 $35,000,000 2006 $35,000,000 ; PROVIDED that (i) up to 25% of any such amount referred to above, if at not so expended in the end fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year, (ii) up to 25% of the amount referred to above for any fiscal year of AMENDMENT NO. 2 may be expended in the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds the aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries on a consolidated basis during such immediately prior fiscal year (the but any amount of so expended in any such excess being referred to herein as the "Excess Amount"), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the succeeding prior fiscal year (and only may not be expended in such succeeding fiscal year) in an aggregate amount equal to the Excess Amount and (iiiii) Capital Expenditures made pursuant to this subsection 6.8 Section during any fiscal year shall be deemed made firstmade, FIRST, in respect of amounts permitted for such fiscal year as provided above (without giving effect to and, SECOND, in respect of amounts carried over from the prior fiscal year pursuant to clause subclause (i) above) ; and secondPROVIDED, FURTHER, that no more than 20% of Capital Expenditures in respect any fiscal year may be incurred for expenditures not related to the Company's and its Subsidiaries' core CLEC access business as conducted as of the Excess Amount carried over from Closing Date and similar or related businesses. Notwithstanding the prior fiscal year pursuant to clause foregoing limitations, the Company and its Subsidiaries may make Capital Expenditures with (i) abovethe proceeds of any Reinvestment Deferred Amount received in connection with a Recovery Event, (ii) the Available Amount at the time any such Capital Expenditure is made, and (iii) the proceeds from any sale and leaseback transaction permitted by Section 6.10."

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditures (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower, the amount set forth opposite the applicable Leverage Ratio (determined on the last day of the prior fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 provided, that (i) if at the end of any fiscal year of the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds Permit the aggregate amount of Capital Expenditures made or incurred by in any fiscal year set forth in the Borrower and its Subsidiaries on a consolidated basis during table below to exceed the amount set forth opposite such fiscal year: Fiscal Year Amount Fiscal year 2010 $ 30.0 million Fiscal year 2011 $ 32.0 million Fiscal year 2012 $ 25.0 million Fiscal year 2013 $ 25.0 million Fiscal year 2014 $ 25.0 million provided, however, that (x) if the aggregate amount of Capital Expenditures described in clause (b) above for any fiscal year (excluding any Capital Expenditures in such fiscal year for the Hebron Facility Project (defined below) (the “Hebron Capital Expenditures”)) shall be less than the amount permitted in clause (b) above for such fiscal year (before giving effect to any carryover), then 50% of the shortfall may be added to the amount of such excess being referred to herein as the "Excess Amount"), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures permitted in clause (b) above for the immediately succeeding (but not any other) fiscal year (and only if the amount expended in such succeeding fiscal year) in an aggregate amount equal to the Excess Amount and (ii) Capital Expenditures made pursuant to this subsection 6.8 during any fiscal year shall be deemed made first, in respect would not exceed 150% of amounts the amount permitted for such fiscal year as provided above (without giving effect before any carryover and excluding any Hebron Capital Expenditures) and (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to amounts carried over be from the prior fiscal amount allocated to such year before any carryover; provided, further, notwithstanding the limitations set forth above, the Loan Parties are permitted to incur up to $14,500,000 in the aggregate of additional Capital Expenditures on and after the First Amendment Effective Date to increase their manufacturing capacity and infrastructure at their facility located in Hebron, Ohio (the “Hebron Facility Project”). Capital Expenditures made with the proceeds of casualty insurance or condemnation awards to repair or replace the property with respect to which such proceeds were paid shall not reduce the amount of capital expenditures otherwise permitted pursuant to clause (i) above) and second, in respect of the Excess Amount carried over from the prior fiscal year pursuant to clause (i) abovethis Section 6.08(b).

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditures (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower, the amount set forth opposite the applicable Leverage Ratio (determined on the last day of the prior fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 provided, that (i) if at the end of any fiscal year of the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds Permit the aggregate amount of Capital Expenditures made or incurred by in any fiscal year set forth below, to exceed the amount set forth opposite such fiscal year below: Period Amount Fiscal Year 2012 $ 80.0 million Fiscal Year 2013 $ 80.0 million Period Amount Fiscal Year 2014 $ 80.0 million Fiscal Year 2015 $ 80.0 million ; provided, however, that (x) if the aggregate amount of Capital Expenditures made in any fiscal year shall be less than the maximum amount of Capital Expenditures permitted under this Section 6.10(c) for such fiscal year (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 added to the amount of Capital Expenditures permitted under this Section 6.10(c) for the immediately succeeding (but not any other) fiscal year, (y) in determining whether any amount is available for carryover, the amount expended in any 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 on a consolidated basis have made Capital Expenditures in any fiscal year of the Borrower in an amount equal to the maximum aggregate amount permitted to be made by Borrower its Subsidiaries during such fiscal year (the amount of such excess being referred to herein as the "Excess Amount")year, the Borrower and its Subsidiaries shall be entitled 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 succeeding then current fiscal year of the Borrower (and only which shall reduce the base amount of Capital Expenditures permitted to be made in such succeeding fiscal year) in an aggregate amount equal to year by the Excess Carry-Back Amount and (ii) Capital Expenditures made pursuant to this subsection 6.8 during any fiscal year shall be deemed made first, in respect of amounts permitted for such fiscal year as provided above (without giving effect to amounts carried over from the prior fiscal year pursuant to clause (i) above) and second, in respect of the Excess Amount carried over from the prior fiscal year pursuant to clause (i) aboveso utilized).

Limitation on Capital Expenditures. Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any Capital Expenditures (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for Expenditures, other than Capital Expenditures in the ordinary course of business not exceedingexceeding (excluding any capitalized interest which otherwise would be included therein), (a) in the aggregate for the Borrower HCNA and its Subsidiaries (excluding Major Project Capital Expenditures and including Capital Expenditures made by the Subsidiaries described in clause (b) below) during any of the fiscal years of the BorrowerHCNA set forth below, the amount "HCNA Amount" set forth opposite such fiscal year below, (b) in the applicable Leverage Ratio aggregate for the Sifto Group (determined on the last day excluding Major Project Capital Expenditures) during any of the prior fiscal yearyears of HCNA set forth below, the "Sifto Amount" set forth opposite such fiscal year below or (c) for in the Borrower and its Subsidiariesaggregate with respect to Major Project Capital Expenditures during any of the fiscal years of HCNA set forth below, Leverage Ratio the "Major Project Amount" set forth opposite such fiscal year below (collectively, the "Permitted Capital Expenditures"): HCNA Sifto Major Project Fiscal Year Amount Greater than or equal to 3.00:1.00 Amount Amount ----------- ------ ------ ------ 1997 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 27,400,000 $ 8,000,000 $ 8,200,000 1998 27,000,000 8,000,000 13,000,000 1999 37,900,000 8,000,000 800,000 2000 29,900,000 8,000,000 300,000 2001 30,300,000 8,000,000 300,000 2002 30,300,000 8,000,000 300,000 provided, that (ia) if at the end any portion of any such HCNA Amount for any fiscal year of may instead be added ("Transferred HCNA Amounts") to the Borrower, the amount specified pursuant to this section Major Project Amount available for such Major Project Capital Expenditures during such fiscal year exceeds the aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries on a consolidated basis during in such fiscal year (which Transferred HCNA Amounts shall also be deemed usage of any such HCNA Amount for the amount purposes of such excess being referred to herein as the "Excess Amount"this subsection), (b) any portion of any such HCNA Amount (not to exceed 50% of the Borrower HCNA Amount set forth above for that fiscal year) which is not expended in the fiscal year for which it is permitted above may be carried over and added to the HCNA Amount which is to be available for expenditure by HCNA and its Subsidiaries in the next following fiscal year and shall be entitled deemed to make additional Capital Expenditures be the first such HCNA Amount so expended in the succeeding such next following fiscal year (and only provided, however, that the HCNA Amount so available in such succeeding fiscal yearnext following year (as adjusted by the amounts so carried over) in an aggregate amount equal to shall not be increased by the Excess portion of the Sifto Amount and (ii) Capital Expenditures made pursuant to this subsection 6.8 during any fiscal year shall be deemed made first, in respect of amounts permitted for such fiscal year as provided above (without giving effect to amounts carried over from the prior fiscal year pursuant to clause (ic) abovebelow), (c) and second, in respect any portion of any such Sifto Amount (not to exceed 50% of the Excess Sifto Amount set forth above for that fiscal year) which is not expended in the fiscal year for which it is permitted above may be carried over from and added to the prior Sifto Amount which is to be available for expenditure by the Sifto Group in the next following fiscal year pursuant and shall be deemed to clause be the first such Sifto Amount so expended in such next following fiscal year and (id) aboveany portion of any such Major Project Amount which is not expended in the fiscal year for which it is permitted above may be carried over and added to the Major Project Amount which is to be available for expenditure by HCNA and its Subsidiaries in the next following fiscal year and shall be deemed to be the first such Major Project Amount so expended in such next following 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 Expenditures (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries during any of the fiscal years of the Borrower, the amount set forth opposite the applicable Leverage Ratio (determined on the last day of the prior fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 provided, that (i) if at the end of any fiscal year of the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds Permit the aggregate amount of Capital Expenditures made or incurred by in any fiscal year set forth in the Borrower and its Subsidiaries on a consolidated basis during table below to exceed the amount set forth opposite such fiscal year: Fiscal Year Amount Fiscal year 2006 $ 21.0 million Fiscal year 2007 $ 23.0 million Fiscal year 2008 $ 25.0 million Fiscal year 2009 $ 26.0 million Fiscal year 2010 $ 30.0 million Fiscal year 2011 $ 32.0 million provided, however, that (x) if the aggregate amount of Capital Expenditures described in clause (b) above for any fiscal year (excluding any Capital Expenditures in such fiscal year for the Hebron Facility Project (defined below) (the “Hebron Capital Expenditures”)) shall be less than the amount permitted in clause (b) above for such fiscal year (before giving effect to any carryover), then 50% of the shortfall may be added to the amount of such excess being referred to herein as the "Excess Amount"), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures permitted in clause (b) above for the immediately succeeding (but not any other) fiscal year (and only if the amount expended in such succeeding fiscal year) in an aggregate amount equal to the Excess Amount and (ii) Capital Expenditures made pursuant to this subsection 6.8 during any fiscal year shall be deemed made first, in respect would not exceed 150% of amounts the amount permitted for such fiscal year as provided above (without giving effect before any carryover and excluding any Hebron Capital Expenditures) and (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to amounts carried over be from the prior fiscal amount allocated to such year before any carryover; provided, further, notwithstanding the limitations set forth above, the Loan Parties are permitted to incur up to $14,500,000 in the aggregate of additional Capital Expenditures on and after the First Amendment Effective Date to increase their manufacturing capacity and infrastructure at their facility located in Hebron, Ohio (the “Hebron Facility Project”). Capital Expenditures made with the proceeds of casualty insurance or condemnation awards to repair or replace the property with respect to which such proceeds were paid shall not reduce the amount of capital expenditures otherwise permitted pursuant to clause (i) above) and second, in respect of the Excess Amount carried over from the prior fiscal year pursuant to clause (i) abovethis Section 6.08(b).”

Limitation on Capital Expenditures. Make or commit to make (by way any Capital Expenditure, except Capital Expenditures of the acquisition of securities of a Person or otherwise) any Capital Expenditures (excluding any such asset acquired in connection with normal replacement Company and maintenance programs properly charged to current operations) except for Capital Expenditures its Subsidiaries in the ordinary course of business in an aggregate amount not exceedingexceeding (a) $120,000,000 in fiscal year 2000, (b) $60,000,000 in the aggregate fiscal year 2001 and (c) for the Borrower and its Subsidiaries during any of the each fiscal years of the Borroweryear thereafter, the amount set forth below opposite the applicable Leverage Ratio (determined on the last day of the prior such fiscal year) for the Borrower and its Subsidiaries, Leverage Ratio Amount Greater than or equal to 3.00:1.00 $3,500,000 Less than 3.00:1.00 but greater than or equal to 2.50:1.0 $4,000,000 Less than 2.5:1.00 $4,250,000 provided, : Fiscal Year Capital Expenditures 2002 $ 50,000,000 2003 $ 50,000,000 2004 $ 75,000,000 2005 $ 75,000,000 2006 $ 75,000,000 ; provided that (i) up to 25% of any such amount referred to above, if at not so expended in the end fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year, (ii) up to 25% of the amount referred to above for any fiscal year of may be expended in the Borrower, the amount specified pursuant to this section for such Capital Expenditures during such fiscal year exceeds the aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries on a consolidated basis during such immediately prior fiscal year (the but any amount of so expended in any such excess being referred to herein as the "Excess Amount"), the Borrower and its Subsidiaries shall be entitled to make additional Capital Expenditures in the succeeding prior fiscal year (and only may not be expended in such succeeding fiscal year) in an aggregate amount equal to the Excess Amount and (iiiii) Capital Expenditures made pursuant to this subsection 6.8 Section during any fiscal year shall be deemed made made, first, in respect of amounts permitted for such fiscal year as provided above (without giving effect to and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause subclause (i) above) ; and secondprovided, further, that no more than 20% of Capital Expenditures in respect any fiscal year may be incurred for expenditures not related to the Company's and its Subsidiaries' core CLEC switched access business as conducted as of the Excess Amount carried over from Closing Date and similar or related businesses. Notwithstanding the prior fiscal year pursuant to clause foregoing limitations, the Company and its Subsidiaries may make Capital Expenditures with (i) abovethe proceeds 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."