Common use of Capital Expenditure Adjustment Clause in Contracts

Capital Expenditure Adjustment. (i) If, during the period from September 1, 2005 to and including the Closing Date (the “CapEx Interim Period”), the Company and the Subsidiaries, on a combined basis, have made and paid for Capital Expenditures in excess of the Required Capital Expenditures Amount, then the Purchase Price shall be increased, dollar for dollar, by an amount equal to such excess (the “Upward Capital Expenditure Adjustment”). (ii) If, during the CapEx Interim Period, the Company and the Subsidiaries, on a combined basis, have made and paid for Capital Expenditures in an amount that is less than the Required Capital Expenditures Amount, then the Purchase Price shall be decreased, dollar for dollar, by an amount equal to the difference between the Required Capital Expenditures Amount and the amount of Capital Expenditures made and paid for by the Company and the Subsidiaries during the CapEx Interim Period (the “Downward Capital Expenditure Adjustment”).

Capital Expenditure Adjustment. (i) If, during the period from September 1, 2005 the date hereof to and including the Closing Date (the “CapEx Interim Period”), the Company and the Subsidiaries, on a combined basis, have made and paid for Capital Expenditures in excess of the Required Capital Expenditures Amount, then the Purchase Price shall be increased, dollar for dollar, increased by an amount equal to such excess (the “Upward Capital Expenditure Adjustment”). (ii) If, during the CapEx Interim Period, the Company and the Subsidiaries, on a combined basis, have made and paid for Capital Expenditures in an amount that is less than the Required Capital Expenditures Amount, then the Purchase Price shall be decreased, dollar for dollar, decreased by an amount equal to the difference between the Required Capital Expenditures Amount and the amount of Capital Expenditures made and paid for by the Company and the Subsidiaries during the CapEx Interim Period (the “Downward Capital Expenditure Adjustment”).